Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, continued

10.14E. I. du Pont de Nemours and Company’s Retirement Savings Restoration Plan, as last amended effective May 15, 2014. (incorporated by reference to Exhibit 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, 2014).
10.15E. 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).
10.16Letter 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).
10.17Letter 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).
10.18Corteva, Inc. Severance Plan (incorporated by reference to Exhibit 10.2 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on October 28, 2021).
10.19 *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)
10.20 *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)
10.21Form 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).
10.22Form 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).
10.23Form 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).
10.24Form 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).
10.25Agreement 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).
10.26Corteva, 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).
21Subsidiaries of the Registrant.
23.1Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - Corteva, Inc.
23.2Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - E. I. du Pont de Nemours and Company.
31.1Rule 13a-14(a)/15d-14(a) Certification of the company’s and EID’s Principal Executive Officer.
31.2Rule 13a-14(a)/15d-14(a) Certification of the company’s and EID’s Principal Financial Officer.
32.1Section 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.
32.2Section 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.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File – The Cover Page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101.INS)

`

Corteva

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

February 10, 2022
Corteva, Inc.
By:/s/ Brian Titus
Brian Titus Vice President, Controller (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

SignatureTitle(s)Date
/s/ Charles V. MagroChief Executive Officer and Director (Principal Executive Officer)February 10, 2022
Charles V. Magro
/s/ Gregory R. PageNon-Executive Chairman of the Board of Directors and DirectorFebruary 10, 2022
Gregory R. Page
/s/ Lamberto AndreottiDirectorFebruary 10, 2022
Lamberto Andreotti
/s/ David C. EverittDirectorFebruary 10, 2022
David C. Everitt
/s/ Klaus EngelDirectorFebruary 10, 2022
Klaus Engel
/s/ Michael O. JohannsDirectorFebruary 10, 2022
Michael O. Johanns
/s/ Janet P. GiesselmanDirectorFebruary 10, 2022
Janet P. Giesselman
/s/ Karen H. GrimesDirectorFebruary 10, 2022
Karen H. Grimes
/s/ Rebecca B. LiebertDirectorFebruary 10, 2022
Rebecca B. Liebert
/s/ Marcos M. LutzDirectorFebruary 10, 2022
Marcos M. Lutz
/s/ Nayaki NayyarDirectorFebruary 10, 2022
Nayaki Nayyar
/s/ Kerry J. PreeteDirectorFebruary 10, 2022
Kerry J. Preete
/s/ Patrick J. WardDirectorFebruary 10, 2022
Patrick J. Ward
/s/ David J. AndersonExecutive Vice President and Chief Financial Officer (Principal Financial Officer)February 10, 2022
David J. Anderson

E. I. du Pont de Nemours and Company

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

February 10, 2022
E. I. DU PONT DE NEMOURS AND COMPANY
By:/s/ Brian Titus
Brian Titus Vice President, Controller (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

SignatureTitle(s)Date
/s/ Charles V. MagroChief Executive Officer and Director (Principal Executive Officer)February 10, 2022
Charles V. Magro
/s/ David J. AndersonExecutive Vice President, Chief Financial Officer and Director (Principal Financial Officer)February 10, 2022
David J. Anderson

Corteva, Inc.

Index to the Consolidated Financial Statements

Page(s)
Management's Reports on Responsibility for Financial Statements and Internal Control over Financial ReportingF-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)F-3
Consolidated Financial Statements:
Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019F-5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020, and 2019F-6
Consolidated Balance Sheets as of December 31, 2021 and 2020F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019F-8
Consolidated Statements of Equity for the years ended December 31, 2021, 2020, and 2019F-10
Notes to the Consolidated Financial StatementsF-11

F-1

Management's Reports on Responsibility for Financial Statements and

Internal Control over Financial Reporting

Management's Report on Responsibility for Financial Statements

Management is responsible for the Consolidated Financial Statements and the other financial information contained in this Annual Report on Form 10-K. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are considered by management to present fairly the company's financial position, results of operations and cash flows. The financial statements include some amounts that are based on management's best estimates and judgments. The financial statements have been audited by the company's independent registered public accounting firm, PricewaterhouseCoopers LLP. The purpose of their audit is to express an opinion as to whether the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the company's financial position, results of operations and cash flows in conformity with GAAP. Their report is presented on the following pages.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The company's internal control over financial reporting includes those policies and procedures that:

i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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

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

Internal control over financial reporting has certain inherent limitations which may not prevent or detect misstatements. In addition, changes in conditions and business practices may cause variation in the effectiveness of internal controls.

Management assessed the effectiveness of the company's internal control over financial reporting as of December 31, 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, 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, 2021, as stated in their report, which is presented on the following pages.

ctva-20211231_g6.jpg ctva-20211231_g7.jpg

Charles V. Magro Chief Executive Officer and DirectorDavid J. Anderson Executive Vice President and Chief Financial Officer

February 10, 2022

F-2

Report of Independent Registered Public Accounting Firm

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

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Corteva, Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021 appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

F-3

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill (Seed Reporting Unit) Impairment Assessment

As described in Notes 2 and 15 to the consolidated financial statements, the Company’s consolidated goodwill balance was $10.1 billion as of December 31, 2021, and the goodwill associated with the seed reporting unit was $5.4 billion. Management tests goodwill for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. Management performs an annual goodwill impairment test in the fourth quarter. If management chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. Management performed quantitative testing on its seed reporting unit and determined that no goodwill impairment existed in 2021. Management determined fair value for the seed reporting unit using a discounted cash flow model. Management’s significant assumptions in this analysis included future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

The principal considerations for our determination that performing procedures relating to the seed reporting unit goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value of the seed reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, the weighted average cost of capital, and the terminal value; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the seed reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness, accuracy, and relevance of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of significant assumptions used by management related to projected revenue, the weighted average cost of capital, and the terminal value. Evaluating management’s assumptions related to projected revenue and the terminal value involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the weighted average cost of capital and terminal value assumptions.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 10, 2022

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

F-4

Corteva, Inc.

Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)For the Year Ended December 31,
202120202019
Net sales$15,655$14,217$13,846
Cost of goods sold9,2208,5078,575
Research and development expense1,1871,1421,147
Selling, general and administrative expenses3,2093,0433,065
Amortization of intangibles722682475
Restructuring and asset related charges - net289335222
Integration and separation costs——744
Other income - net1,348212215
Loss on early extinguishment of debt——13
Interest expense3045136
Income (loss) from continuing operations before income taxes2,346675(316)
Provision for (benefit from) income taxes on continuing operations524(81)(46)
Income (loss) from continuing operations after income taxes1,822756(270)
(Loss) income from discontinued operations after income taxes(53)(55)(671)
Net income (loss)1,769701(941)
Net income (loss) attributable to noncontrolling interests102018
Net income (loss) attributable to Corteva$1,759$681$(959)
Basic earnings (loss) per share of common stock:
Basic earnings (loss) per share of common stock from continuing operations$2.46$0.98$(0.38)
Basic earnings (loss) per share of common stock from discontinued operations(0.07)(0.07)(0.90)
Basic earnings (loss) per share of common stock$2.39$0.91$(1.28)
Diluted earnings (loss) per share of common stock:
Diluted earnings (loss) per share of common stock from continuing operations$2.44$0.98$(0.38)
Diluted earnings (loss) per share of common stock from discontinued operations(0.07)(0.07)(0.90)
Diluted earnings (loss) per share of common stock$2.37$0.91$(1.28)

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

F-5

Corteva, Inc.

Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)For the Year Ended December 31,
202120202019
Net income (loss)$1,769$701$(941)
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments(573)(26)(274)
Adjustments to pension benefit plans1,037(186)(718)
Adjustments to other benefit plans(621)671(160)
Unrealized gain (loss) on investments10(10)—
Derivative instruments139(69)28
Total other comprehensive income (loss)(8)380(1,124)
Comprehensive income (loss)1,7611,081(2,065)
Comprehensive income (loss) attributable to noncontrolling interests - net of tax102018
Comprehensive income (loss) attributable to Corteva$1,751$1,061$(2,083)

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

F-6

Corteva, Inc.

Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts)December 31, 2021December 31, 2020
Assets
Current assets
Cash and cash equivalents$4,459$3,526
Marketable securities86269
Accounts and notes receivable - net4,8114,926
Inventories5,1804,882
Other current assets1,0101,165
Total current assets15,54614,768
Investment in nonconsolidated affiliates7666
Property, plant and equipment8,3648,253
Less: Accumulated depreciation4,0353,857
Net property, plant and equipment4,3294,396
Goodwill10,10710,269
Other intangible assets10,04410,747
Deferred income taxes438464
Other assets1,8041,939
Total Assets$42,344$42,649
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$17$3
Accounts payable4,1263,615
Income taxes payable146123
Deferred revenue3,2012,662
Accrued and other current liabilities2,0682,145
Total current liabilities9,5588,548
Long-term debt1,1001,102
Other noncurrent liabilities
Deferred income tax liabilities1,220893
Pension and other post employment benefits - noncurrent3,1245,176
Other noncurrent obligations1,7191,867
Total noncurrent liabilities7,1639,038
Commitments and contingent liabilities
Stockholders’ equity
Common stock, $0.01 par value; 1,666,667,000 shares authorized; issued at December 31, 2021 - 726,527,000 and December 31, 2020 - 743,458,00077
Additional paid-in capital27,75127,707
Retained earnings (accumulated deficit)524—
Accumulated other comprehensive income (loss)(2,898)(2,890)
Total Corteva stockholders’ equity25,38424,824
Noncontrolling interests239239
Total equity25,62325,063
Total Liabilities and Equity$42,344$42,649

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

F-7

Corteva, Inc.

Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)For the Year Ended December 31,
202120202019****1
Operating activities
Net income (loss)$1,769$701$(941)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization1,2431,1771,599
Provision for (benefit from) deferred income tax174(330)(477)
Net periodic pension and OPEB benefit, net(1,292)(340)(177)
Pension and OPEB contributions(247)(269)(323)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments(21)3(142)
Restructuring and asset related charges - net289335339
Amortization of inventory step-up——272
Goodwill impairment charge——1,102
Loss on early extinguishment of debt——13
Other net loss156290246
Changes in assets and liabilities, net
Accounts and notes receivable(113)187(361)
Inventories(422)10474
Accounts payable524(118)149
Deferred revenue57471632
Other assets and liabilities93253(935)
Cash provided by (used for) operating activities2,7272,0641,070
Investing activities
Capital expenditures(573)(475)(1,163)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested7583249
Acquisitions of businesses - net of cash acquired——(10)
Investments in and loans to nonconsolidated affiliates(4)(1)(10)
Proceeds from sale of ownership interest in nonconsolidated affiliates——21
Purchases of investments(204)(995)(138)
Proceeds from sales and maturities of investments345721160
Other investing activities, net(1)(7)(13)
Cash provided by (used for) investing activities(362)(674)(904)
Financing activities
Net change in borrowings (less than 90 days)13—(1,868)
Proceeds from debt4192,4391,001
Payments on debt(421)(1,441)(6,804)
Repurchase of common stock(950)(275)(25)
Proceeds from exercise of stock options1005647
Dividends paid to stockholders(397)(388)(194)
Payment for acquisition of subsidiary's interest from the noncontrolling interest—(60)—
Distributions to DowDuPont——(317)
Cash transferred to DowDuPont at Internal Reorganizations——(2,053)
Contributions from Dow and DowDuPont——7,396
Debt extinguishment costs——(79)
Other financing activities, net(30)(28)(33)
Cash provided by (used for) financing activities(1,266)303(2,929)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(136)7(88)

F-8

Corteva, Inc.

Consolidated Financial Statements

(In millions)For the Year Ended December 31,
202120202019****1
Increase (decrease) on cash, cash equivalents and restricted cash equivalents9631,700(2,851)
Cash, cash equivalents and restricted cash equivalents at beginning of period3,8732,1735,024
Cash, cash equivalents and restricted cash equivalents at end of period****2$4,836$3,873$2,173
Supplemental cash flow information
Cash paid during the period for
Interest, net of amounts capitalized$30$36$263
Income taxes341229234

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

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

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

F-9

Corteva, Inc.

Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF EQUITY

(In millions)Common StockAdditional Paid-in Capital "APIC"Divisional EquityRetained Earnings (Accum Deficit)Accumulated Other Comp Income (Loss)Non-controlling InterestsTotal Equity
Balance at January 1, 2019$—$—$78,020$—$(3,360)$493$75,153
Net income (loss)(641)(318)18(941)
Other comprehensive income (loss)(1,124)(1,124)
Common dividends ($0.26 per share)(97)(97)(194)
Distributions to Dow and DowDuPont(317)(317)
Issuance of DowDuPont stock3939
Issuance of Corteva stock88
Share-based compensation4162103
Common Stock Repurchase(25)(25)
Contributions from Dow and DowDuPont7,3967,396
Impact of Internal Reorganizations(56,479)1,214(231)(55,496)
Reclassification of Divisional Equity to Additional Paid-in Capital728,070(28,077)—
Other - net(3)(10)(34)(47)
Balance at December 31, 2019$7$27,997$—$(425)$(3,270)$246$24,555
Net income (loss)68120701
Other comprehensive income (loss)380380
Share-based compensation60(1)59
Common dividends ($0.52 per share)(194)(194)(388)
Repurchase of common stock(216)(59)(275)
Issuance of Corteva stock5656
Acquisition of a noncontrolling interest in consolidated subsidiaries(37)(15)(52)
Other - net41(2)(12)27
Balance at December 31, 2020$7$27,707$—$(2,890)$239$25,063
Net income (loss)1,759101,769
Other comprehensive income (loss)(8)(8)
Share-based compensation59(3)56
Common dividends ($0.54 per share)(97)(300)(397)
Repurchase of common stock(18)(932)(950)
Issuance of Corteva stock100100
Other - net(10)(10)
Balance at December 31, 2021$7$27,751$524$(2,898)$239$25,623

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

F-10

Corteva, Inc.

Notes to the Consolidated Financial Statements

Table of Contents

NotePage
1Background and Basis of PresentationF-12
2Summary of Significant Accounting PoliciesF-14
3Recent Accounting GuidanceF-19
4Common Control Business CombinationF-19
5Divestitures and Other TransactionsF-20
6RevenueF-24
7Restructuring and Asset Related Charges - NetF-26
8Related Party TransactionsF-28
9Supplementary InformationF-29
10Income TaxesF-31
11Earnings Per Share of Common StockF-35
12Accounts and Notes Receivable - NetF-36
13InventoriesF-37
14Property, Plant and EquipmentF-37
15Goodwill and Other Intangible AssetsF-38
16LeasesF-40
17Long-Term Debt and Available Credit FacilitiesF-42
18Commitments and Contingent LiabilitiesF-44
19Stockholders' EquityF-51
20Pension Plans and Other Post Employment BenefitsF-54
21Stock-Based CompensationF-63
22Financial InstrumentsF-65
23Fair Value MeasurementsF-71
24Geographic InformationF-73
25Segment InformationF-74
26Subsequent EventsF-78

F-11

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 1 - BACKGROUND AND BASIS OF PRESENTATION

Corteva, Inc. is a leading global provider of seed and crop protection solutions focused on the agriculture industry. The company intends to leverage its rich heritage of scientific achievement to advance its robust innovation pipeline and continue to shape the future of responsible agriculture. The company's broad portfolio of agriculture solutions fuels farmer productivity around the globe. Corteva has two reportable segments: seed and crop protection. See Note 25 - Segment Information, to the Consolidated Financial Statements, for additional information on the company's reportable segments.

Throughout these financial statements, except as otherwise noted by the context, the terms "Corteva" or "company" used herein mean Corteva, Inc. and its consolidated subsidiaries (including EID) and the term “EID” used herein means E. I. du Pont de Nemours and Company and its consolidated subsidiaries or E. I. du Pont de Nemours and Company excluding its consolidated subsidiaries, as the context may indicate. Additionally, on June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc. (“DuPont”), for certain events prior to, or on, June 1, 2019, DuPont may be referred to as DowDuPont.

Principles of Consolidation and Basis of Presentation

On June 1, 2019, Corteva, Inc. became an independent, publicly traded company through the completed separation (the “Separation”) of the agriculture business of DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.) (“DowDuPont” or “DuPont”). The separation was effectuated through a pro rata distribution (the “Corteva 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.

Previously, DowDuPont was formed on December 9, 2015, to effect an all-stock merger of equals strategic combination between The Dow Chemical Company ("Historical Dow") and EID. On August 31, 2017 at 11:59 pm ET (the “Merger Effectiveness Time”) pursuant to the Agreement and Plan of Merger, dated as of December 11, 2015, as amended March 31, 2017 (the "Merger Agreement"), Historical Dow and EID each merged with wholly-owned subsidiaries of DowDuPont and became subsidiaries of DowDuPont (the “Merger”). Prior to the Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the Merger Agreement.

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”). Effective as of 5:00 pm ET on April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public company by way of a distribution of Dow Inc. (“Dow”) through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock, par value $0.01 per share, to holders of DowDuPont's common stock, as of the close of business on March 21, 2019 (the “Dow Distribution” and together with the Corteva Distribution, the “Distributions”).

Prior to the Dow Distribution, Historical Dow conveyed or transferred the assets and liabilities aligned with Historical Dow’s agriculture business to separate legal entities (“Dow Ag Entities”) and the assets and liabilities associated with its specialty products business to separate legal entities (the “Dow SP Entities”). On April 1, 2019, Dow Ag Entities and the Dow SP Entities were transferred and conveyed to DowDuPont.

In furtherance of the Business Separations, EID engaged in a series of internal reorganization and realignment steps (the “Internal Reorganization” and the "Business Realignment," respectively) to realign its businesses into three subgroups: agriculture, materials science and specialty products. As part of the Internal Reorganization:

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

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

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

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

On May 6, 2019, the Board of Directors of DowDuPont approved the distribution of all the then issued and outstanding shares of common stock of Corteva, Inc., then a wholly-owned subsidiary of DowDuPont, to DowDuPont stockholders. On June 1,

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Notes to the Consolidated Financial Statements (continued)

2019, DowDuPont completed the Separation. Each DowDuPont stockholder received one share of Corteva common stock for every three shares of DowDuPont common stock held at the close of business on May 24, 2019, the record date of distribution. Corteva, Inc.'s common stock began trading the "regular way" under the ticker symbol "CTVA" on June 3, 2019, the first business day after June 1, 2019. 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. Information related to the Corteva Distribution and its effect on the company's financial statements is discussed throughout these Notes to the Consolidated Financial Statements.

As a result of the Business Realignment and the Internal Reorganization discussed above, Corteva owns 100% of the outstanding common stock of EID. EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Securities Exchange Act of 1934, as amended.

DAS Common Control Business 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). As a result, the accompanying Consolidated Financial Statements and Notes thereto include the results of DAS as of the Merger Effectiveness Time. See Note 4 - Common Control Business Combination, to the Consolidated Financial Statements, for additional information.

For periods prior to the Corteva Distribution, the combined results of operations and assets and liabilities of EID and DAS were derived from the Consolidated Financial Statements and accounting records of EID as well as the carve-out financial statements of DAS. The DAS carve-out financial statements reflect the historical results of operations, financial position, and cash flows of Historical Dow's Agricultural Sciences Business and include allocations of certain expenses for services from Historical Dow, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, ethics and compliance, shared services, employee benefits and incentives, insurance, and stock-based compensation. These expenses were allocated on the basis of direct usage when identifiable, with the remainder allocated under the basis of headcount or other measures.

The company's Consolidated Balance Sheets for all periods presented consist of Corteva, Inc. and its consolidated subsidiaries.

The company's Consolidated Statements of Operations (the "Consolidated Statements of Operations") for all periods prior to the Corteva Distribution consist of the combined results of operations for Historical EID and DAS. The Consolidated Statements of Operations for all periods after the Corteva Distribution represent the consolidated balances of the company. Intercompany balances and transactions with Historical EID and DAS have been eliminated.

During the first quarter 2020, the company recorded an increase of $40 million to APIC relating to net assets recorded as

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

Divestiture of EID ECP and EID Specialty Products Entities

The transfer of EID ECP and EID Specialty Products Entities meets the criteria for discontinued operations and as such, results of operations are presented as discontinued operations and have been excluded from continuing operations for all periods presented. The comprehensive income (loss), stockholder's equity and cash flows related to EID ECP and EID Specialty Products Entities have not been segregated and are included in the Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Equity and Consolidated Statements of Cash Flows, respectively, for 2019. Amounts related to EID ECP and EID Specialty Products Entities are consistently included or excluded from the Notes to the Consolidated Financial Statements based on the respective financial statement line item. See Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements, for additional information.

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

Since 2018, Argentina has been considered a hyper-inflationary economy under U.S. GAAP and therefore the U.S. Dollar (“USD”) is the functional currency for our related subsidiaries. Argentina contributes approximately 5 percent to both the company's annual Sales and EBITDA. We remeasure net monetary assets and translate our financial statements utilizing the official Argentine Peso (“Peso”) to USD exchange rate. The ability to draw down Peso cash balances is limited at this time due to government restrictions and market availability of U.S. Dollars. The devaluation of the Peso relative to the USD over the last several years has resulted in the recognition of exchange losses (refer to Note 9 – Supplementary Information, to the Consolidated Financial Statements). As of December 31, 2021, a further 10 percent deterioration in the official Peso to USD

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Notes to the Consolidated Financial Statements (continued)

exchange rate would reduce the USD value of our net monetary assets and negatively impact pre-tax earnings by approximately $15 million. We will continue to assess the implications to our operations and financial reporting.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Consolidated Financial Statements include the accounts of the company and subsidiaries in which a controlling interest is maintained. For those consolidated subsidiaries in which the company's ownership is less than 100 percent, the outside stockholders' interests are shown as noncontrolling interests. Investments in affiliates over which the company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method.

The company is also involved with certain joint ventures accounted for under the equity method of accounting that are variable interest entities ("VIEs"). The company is not the primary beneficiary, as the nature of the company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities. Future events may require these VIEs to be consolidated if the company becomes the primary beneficiary. At December 31, 2021 and 2020, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.

Use of Estimates in Financial Statement Preparation

The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The company’s consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents represent investments with maturities of three months or less from time of purchase. They are carried at cost plus accrued interest.

Restricted Cash Equivalents

Restricted cash equivalents primarily consist of trust assets and contributions to the MOU Escrow Account of $377 million and $347 million as of December 31, 2021 and 2020, respectively. The trust assets are classified as current and the contributions to the MOU Escrow Account are classified as noncurrent and included within other current assets and other assets, respectively, in the Consolidated Balance Sheets. See Note 9 - Supplementary Information, to the Consolidated Financial Statements, for further information.

Marketable Securities

Marketable securities represent investments in fixed and floating rate financial instruments with maturities greater than three months and up to twelve months at time of purchase. Investments classified as held-to-maturity are recorded at amortized cost. The carrying value approximates fair value due to the short-term nature of the investments. Investments classified as debt securities that are available-for-sale are carried at estimated fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income (loss) or current period earnings if an allowance for credit losses has been established. The cost of investments sold is determined by specific identification.

Fair Value Measurements

Under the accounting guidance for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

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Notes to the Consolidated Financial Statements (continued)

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

Level 1–Quoted market prices in active markets for identical assets or liabilities;
Level 2–Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs);
Level 3–Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability.

Foreign Currency Translation

The company's worldwide operations utilize the U.S. dollar ("USD") or a related foreign currency as the functional currency, where applicable. The company identifies its separate and distinct foreign entities and groups the foreign entities into two categories: 1) extension of the parent or foreign subsidiaries operating in a hyper-inflationary environment (USD functional currency) and 2) self-contained (related foreign functional currency). If a foreign entity does not align with either category, factors are evaluated and a judgment is made to determine the functional currency.

For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, which are re-measured at historical rates. Foreign currency income and expenses are re-measured at average exchange rates in effect during each month, except for expenses related to balance sheet amounts re-measured at historical exchange rates. Exchange gains and losses arising from re-measurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.

For foreign entities where a related foreign currency is the functional currency, assets and liabilities denominated in the related foreign currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax effects, as a component of accumulated other comprehensive income (loss) in equity. Assets and liabilities denominated in other than the functional currency are re-measured into the functional currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during each month.

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

Inventories

The company's inventories are valued at the lower of cost or net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead. Stores and supplies are valued at cost or net realizable value, whichever is lower; cost is generally determined by the average cost method.

As of December 31, 2021 and December 31, 2020, approximately 60% and 40% of the company's inventories were accounted for under the first-in, first-out ("FIFO") and average cost methods, respectively. Inventories accounted for under the FIFO method are primarily comprised of products with shorter shelf lives such as seeds. See Note 13 - Inventories, to the Consolidated Financial Statements, for further information.

The company establishes an obsolescence reserve for inventory based upon quality considerations and assumptions about future demand and market conditions.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. In connection with the Merger, the fair value of property, plant and equipment was determined using a market approach and a replacement cost approach. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. When assets are surrendered, retired, sold, or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from the Consolidated Balance Sheets and included in determining gain or loss on such disposals.

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Notes to the Consolidated Financial Statements (continued)

Goodwill and Other Intangible Assets

The company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. The company performs an annual goodwill impairment test in the fourth quarter.

When testing goodwill for impairment, the company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. If additional quantitative testing is required, the reporting unit's fair value is compared with its carrying amount, and an impairment charge, if any, is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, limited to the amount of goodwill associated with the reporting unit. The company determines fair values for each of the reporting units using a discounted cash flow model (a form of the income approach) or the market approach. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The company's significant assumptions in this analysis included future cash flow projections, weighted average cost of capital, the terminal growth rate, and the tax rate. Under the market approach, the company uses metrics of publicly traded companies or historically completed transactions for comparable companies. See Note 15 - Goodwill and Other Intangible Assets, to the Consolidated Financial Statements, for further information on goodwill.

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. Impairment exists when carrying value exceeds fair value. The company performs an impairment assessment using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy. The significant assumptions used in the calculation included projected revenue, the royalty rate, the discount rate, and the terminal growth rate. These significant assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows.

Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 2 years to 25 years. The company continually evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the Consolidated Balance Sheets.

Leases

The company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and the company has the right to control the asset. Operating lease right-of-use ("ROU") assets are included in other assets on the company’s Consolidated Balance Sheets. Operating lease liabilities are included in accrued and other current liabilities and other noncurrent obligations on the company’s Consolidated Balance Sheets. Finance lease assets are included in property, plant and equipment on the company’s Consolidated Balance Sheets. Finance lease liabilities are included in short-term borrowings and finance lease obligations and long-term debt on the company’s Consolidated Balance Sheets.

Operating lease ROU assets represent the company’s right to use an underlying asset for the lease term and lease liabilities represent the company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the company’s leases do not provide the lessor's implicit rate, the company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The company recognizes lease expense for these leases on a straight-line basis over the lease term.

The company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes. In the Consolidated Statements of Operations, lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term. See Note 16 - Leases, to the Consolidated Financial Statements, for further information.

Impairment of Long-Lived Assets

The company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset group is considered impaired when the total projected undiscounted cash flows from the assets are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The

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Notes to the Consolidated Financial Statements (continued)

company's fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation methodologies including present value techniques. Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value. Depreciation is recognized over the remaining useful life of the assets.

Derivative Instruments

Derivative instruments are reported in the Consolidated Balance Sheets at their fair values. The company utilizes derivatives to manage exposures to foreign currency exchange rates and commodity prices. Changes in the fair values of derivative instruments that are not designated as hedges are recorded in current period earnings. For derivative instruments designated as cash flow hedges, the gain (loss) is reported in accumulated other comprehensive income (loss) until it is cleared to earnings during the same period in which the hedged item affects earnings. For derivative instruments designated as net investment hedges, the gain (loss) is reported within accumulated other comprehensive income (loss) until the subsidiary is divested.

In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged transaction, the net gain or loss in accumulated other comprehensive income (loss) generally remains in accumulated other comprehensive income (loss) until the item that was hedged affects earnings. If a hedged transaction matures, or is sold, extinguished, or terminated prior to the maturity of a derivative designated as a hedge of such transaction, gains or losses associated with the derivative through the date the transaction matured are included in the measurement of the hedged transaction and the derivative is reclassified as for trading purposes. Derivatives designated as hedges of anticipated transactions are reclassified as for trading purposes if the anticipated transaction is no longer probable.

The company included foreign currency exchange contract settlements within cash flows from operating activities, regardless of hedge accounting qualification. See Note 22 - Financial Instruments, to the Consolidated Financial Statements, for additional discussion regarding the company's objectives and strategies for derivative instruments.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the Consolidated Balance Sheets in accrued and other current liabilities and other noncurrent obligations at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the Consolidated Balance Sheets as accounts and notes receivable - net.

Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.

Revenue Recognition

The company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the company determines are within the scope of FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), the company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 6 - Revenue, to the Consolidated Financial Statements, for additional information on revenue recognition.

Prepaid Royalties

The company currently has certain third-party biotechnology trait license agreements, which require up-front and variable payments subject to the licensor meeting certain conditions. These payments are reflected as other current assets and other assets and are amortized to cost of goods sold as seeds containing the respective trait technology are utilized over the life of the license. The rate of royalty amortization expense recognized is based on the company’s strategic plans which include various assumptions and estimates including product portfolio, market dynamics, farmer preferences, growth rates and projected planted acres. Changes in factors and assumptions included in the strategic plans, including potential changes to the product portfolio in favor of internally developed biotechnology, could impact the rate of recognition of the relevant prepaid royalty.

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Notes to the Consolidated Financial Statements (continued)

At December 31, 2021, the balance of prepaid royalties reflected in other current assets and other assets was $303 million and $256 million, respectively. The majority of the balance of prepaid royalties relates to the company’s wholly owned subsidiary, Pioneer Hi-Bred International, Inc.’s (“Pioneer”) non-exclusive license in the United States and Canada for the Monsanto Company's Genuity® Roundup Ready 2 Yield® glyphosate tolerance trait and Roundup Ready 2 Xtend® glyphosate and dicamba tolerance trait for soybeans (“Roundup Ready 2 License Agreement”). Each of these licensed technologies are now trademarks of the Bayer Group, which acquired the Monsanto Company in 2018. The prepaid royalty asset relates to a series of up-front, fixed and variable royalty payments to utilize the traits in Pioneer’s soybean product mix.The company’s historical expectation has been that the technology licensed under the Roundup Ready 2 License Agreement would be used as the primary herbicide tolerance trait platform in the Pioneer® brand soybean through the term of the agreement. DAS and MS Technologies, L.L.C. jointly developed and own the Enlist E3TM herbicide tolerance trait for soybeans which provides tolerance to 2, 4-D choline in Enlist Duo® and Enlist One® herbicides, as well as glyphosate and glufosinate herbicides. In connection with the validation of breeding plans and large-scale product development timelines, during the fourth quarter of 2019, the company accelerated 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 trait platform thereafter for the remainder of the Roundup Ready 2 License Agreement (the “Transition Plan”). The rate of royalty expense has therefore increased significantly through higher amortization of the prepaid royalty as fewer seeds containing the respective trait are expected to be utilized.

In connection with the departure from these traits, beginning January 1, 2020 the company presents and discloses the non-cash accelerated prepaid royalty amortization expense as a component of restructuring and asset related charges - net, in the Consolidated Statement of Operations. The accelerated prepaid royalty amortization expense represents the difference between the rate of amortization based on the revised number of units expected to contain the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® trait technology and the variable cash rate per the Roundup Ready 2 License Agreement.

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

Cost of Goods Sold

Cost of goods sold primarily includes the cost of manufacture and delivery, ingredients or raw materials, direct salaries, wages and benefits and overhead, non-capitalizable costs associated with capital projects, royalties and other operational expenses. No amortization of intangibles is included within cost of goods sold.

Research and Development

Research and development costs are expensed as incurred. Research and development expense includes costs (primarily consisting of employee costs, materials, contract services, research agreements, and other external spend) relating to the discovery and development of new products.

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily include selling and marketing expenses, commissions, functional costs, and business management expenses.

Integration and Separation Costs

Integration and separation costs includes costs incurred to prepare for and close the Merger, post-Merger integration expenses, and costs incurred to prepare for the Business Separations. These costs primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees associated with preparation and execution of these activities.

Litigation and Other Contingencies

Accruals for legal matters and other contingencies are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Legal costs, such as outside counsel fees and expenses, are charged to expense in the period incurred.

Severance Costs

Severance benefits are provided to employees under the company's ongoing benefit arrangements. Severance costs are accrued when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated.

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Notes to the Consolidated Financial Statements (continued)

Insurance/Self-Insurance

The company self-insures certain risks where permitted by law or regulation, including workers' compensation, vehicle liability and employee related benefits. Liabilities associated with these risks are estimated in part by considering historical claims experience, demographic factors and other actuarial assumptions. For other risks, the company uses a combination of insurance and self-insurance, reflecting comprehensive reviews of relevant risks. A receivable for an insurance recovery is generally recognized when the loss has occurred and collection is considered probable.

Income Taxes

The company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date.

The company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The current portion of uncertain income tax positions is included in income taxes payable or income tax receivable, and the long-term portion is included in other noncurrent obligations or other noncurrent assets in the Consolidated Balance Sheets.

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

Earnings per Common Share

The calculation of earnings per common share is based on the weighted-average number of the company’s common shares outstanding for the applicable period. The calculation of diluted earnings per common share reflects the effect of all potential common shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive.

NOTE 3 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which provides certain optional expedients that allow derivative instruments impacted by changes in the interest rate used for margining, discounting or contract price alignment to qualify for certain optional relief. The amendments in this Update are effective immediately for all entities and may be applied retrospectively as of any date from the beginning of any interim period that includes March 12, 2020 or prospectively to new modifications subsequent to the issuance of this Update. The adoption of ASU 2021-01 did not have a material impact on the company’s financial position, results of operation or cash flows.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is part of the FASB’s Simplification Initiative to identify, evaluate, and improve areas of U.S. GAAP for which cost and complexity can be reduced, while maintaining or improving the usefulness of the information provided to users of financial statements. This ASU amends ASC 740, Income Taxes, by removing certain exceptions to the general principles, and clarifying and amending current guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The company adopted this guidance on January 1, 2021 and it did not have a material impact on the company’s financial position, results of operation or cash flows.

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

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities to disclose transactions with a governmental entity for which a grant or contribution accounting model is used in recognizing and measuring such transactions. This standard is effective for fiscal years beginning after December 15, 2021, and early adoption is permitted. The company is currently evaluating the impact of adopting this guidance.

NOTE 4 - COMMON CONTROL BUSINESS COMBINATIONS

DAS Common Control Combination

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

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Corteva and DAS were combined at their historical carrying amounts, and periods prior to the Internal Reorganizations are adjusted as if Corteva and DAS had been combined since the Merger Effectiveness Time, when the entities were first under common control. Accordingly, in 2019, the accompanying Consolidated Financial Statements and Notes thereto were retrospectively revised to include the transferred net assets and results of operations of DAS beginning on September 1, 2017. Refer to Note 1 - Background and Basis of Presentation, for additional information on the common control combination.

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

NOTE 5 - DIVESTITURES AND OTHER TRANSACTIONS

Separation Agreements

In connection with the Distributions, DuPont, Corteva, and Dow (together, the “Parties” and each a “Party”) entered into certain agreements to effect the separation, provide for the allocation of DowDuPont’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among the Parties, and provide a framework for Corteva's relationship with Dow and DuPont following the separations and Distributions (collectively, the "Separation Agreements"). Effective April 1, 2019, the Parties entered into the following agreements referred to herein as: the Separation and Distribution Agreement (the “Corteva Separation Agreement”); the Tax Matters Agreement; the Employee Matters Agreement; and the Intellectual Property Cross-License Agreement.

Effective June 1, 2019, in connection with the Corteva Distribution, Corteva and DuPont entered into the following agreements: the Intellectual Property Cross-License Agreement (the “Corteva-DuPont IP Cross-License Agreement”); the Letter Agreement; and the Amended and Restated Tax Matters Agreement.

DuPont

Pursuant to the Separation Agreements, DuPont and Corteva indemnifies the other against certain litigation, environmental, tax, workers' compensation and other liabilities that arose prior to the Corteva Distribution. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable. At December 31, 2021, the indemnification assets are $25 million within accounts and notes receivable - net and $75 million within other assets in the Consolidated Balance Sheet. At December 31, 2021, the indemnification liabilities are $75 million within other noncurrent obligations in the Consolidated Balance Sheet.

Dow

Pursuant to the Separation Agreements, Dow and Corteva indemnifies the other against certain litigation, environmental, tax and other liabilities that arose prior to the Corteva Distribution. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable. At December 31, 2021, the indemnification liabilities are $20 million within accrued and other current liabilities and $42 million within other noncurrent obligations in the Consolidated Balance Sheet.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

EID ECP Divestiture

As discussed in Note 1 - Background and Basis of Presentation, on April 1, 2019, EID completed the transfer of the entities and related assets and liabilities of EID ECP to DowDuPont.

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

(In millions)For the Year Ended December 31, 2019
Net sales$362
Cost of goods sold259
Research and development expense4
Selling, general and administrative expenses9
Amortization of intangibles23
Restructuring and asset related charges - net2
Integration and separation costs44
Other income - net2
(Loss) income from discontinued operations before income taxes23
Provision for (benefit from) income taxes on discontinued operations4
(Loss) income from discontinued operations after income taxes$19

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

(In millions)For the Year Ended December 31, 2019
Depreciation$28
Amortization of intangibles23
Capital expenditures16

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

EID Specialty Products Divestiture

As discussed in Note 1 - Background and Basis of Presentation, on May 1, 2019, the company completed the transfer of the entities and related assets and liabilities of the EID Specialty Products Entities to DowDuPont.

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

(In millions)For the Year Ended December 31, 2019
Net sales$5,030
Cost of goods sold3,352
Research and development expense204
Selling, general and administrative expenses573
Amortization of intangibles267
Restructuring and asset related charges - net115
Integration and separation costs253
Goodwill impairment1,102
Other income - net57
(Loss) income from discontinued operations before income taxes(779)
Provision for (benefit from) income taxes on discontinued operations80
(Loss) income from discontinued operations after income taxes$(859)

EID Specialty Products Impairment

As a result of the Merger and related acquisition method of accounting, Historical DuPont's assets and liabilities were measured at fair value resulting in increases to the company’s goodwill and other intangible assets. The fair value valuation increased the risk that any declines in financial projections, including changes to key assumptions, could have a material, negative impact on the fair value of the company’s reporting units and assets, and therefore could result in an impairment.

As a result of the Internal Reorganization, in the second quarter of 2019, EID assessed the recoverability of the goodwill within the electronics and communications, protection solutions, nutrition and health, transportation and advanced polymers, packaging and specialty plastics, industrial biosciences, and clean technologies reporting units, and the overall carrying value of the net assets in the disposal group that was distributed to DowDuPont on May 1, 2019. As a result of this analysis, the company determined that the fair value of certain reporting units related to the EID specialty products businesses were below carrying value resulting in pre-tax, non-cash goodwill impairment charges totaling $1,102 million reflected in (loss) income from discontinued operations after income taxes. Revised financial projections reflect unfavorable market conditions, driven by slowed demand in the biomaterials business unit, coupled with challenging conditions in U.S. bioethanol markets. These revised financial projections resulted in a reduction in the long-term forecasts of sales and profitability as compared to prior projections.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The company’s analyses above using discounted cash flow models (a form of the income approach) utilized Level 3 unobservable inputs. The company’s significant assumptions in these analyses include, but are not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the company’s estimates. The company also used a form of the market approach (utilizes Level 3 unobservable inputs), which is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of products and services. As such, the company believes the current assumptions and estimates utilized are both reasonable and appropriate.

In addition, the company performed an impairment analysis related to the equity method investments held by the EID specialty products businesses, as of May 1, 2019. The company applied the net asset value method under the cost approach to determine the fair value of the equity method investments in the EID specialty products businesses. Based on updated projections, the company determined the fair value of an equity method investment was below the carrying value and had no expectation the fair value would recover in the short-term due to the current economic environment. As a result, management concluded the impairment was other-than-temporary and recorded an impairment charge of $63 million, reflected in (loss) income from discontinued operations after income taxes. Additionally, this impairment is reflected within restructuring and asset related charges - net in the year ended December 31, 2019, within the table above.

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

For the Year Ended December 31,
(In millions)2019
Depreciation$281
Amortization of intangibles267
Capital expenditures481

Merger Remedy - Divested Ag Business

As a condition of the regulatory approval for the Merger, including by the European Commission, EID was required to divest (the “Divested Ag Business”) certain assets related to its crop protection business and research and development ("R&D") organization, specifically EID’s Cereal Broadleaf Herbicides and Chewing Insecticides portfolios, including Rynaxypyr®, Cyazypyr® and Indoxacarb as well as the crop protection R&D pipeline and organization, excluding seed treatment, nematicides, and late-stage R&D programs. On March 31, 2017, EID and FMC Corporation (“FMC”) entered into a definitive agreement (the "FMC Transaction Agreement"), and on November 1, 2017 FMC acquired the Divested Ag Business. As a result of the agreement, EID entered into favorable contracts with FMC of $495 million, which were recorded as intangible assets recognized at the fair value of off-market contracts.

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

Other Discontinued Operations Activity

For the year ended December 31, 2020, the company recorded income from discontinued operations after income taxes of $10 million related to the adjustment of certain prior year tax positions for previously divested businesses. For the year ended December 31, 2019, the company recorded income from discontinued operations after income taxes of $89 million related to the adjustment of certain unrecognized tax benefits for positions taken on items from prior years from previously divested businesses.

F-23

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 6 - REVENUE

Revenue Recognition

Products

Substantially all of Corteva's revenue is derived from product sales. Product sales consist of sales of Corteva's products to farmers, distributors, and manufacturers. Corteva considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year. However, the company has some long-term contracts which can span multiple years.

Revenue from product sales is recognized when the customer obtains control of the company's product, which occurs at a point in time according to shipping terms. Payment terms are generally less than one year from invoicing. The company elected the practical expedient and does not adjust the promised amount of consideration for the effects of a significant financing component when the company expects it will be one year or less between when a customer obtains control of the company's product and when payment is due. When the company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to or at shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. In addition, the company elected the practical expedient to expense any costs to obtain contracts as incurred, as the amortization period for these costs would have been one year or less.

The transaction price includes estimates of variable consideration, such as rights of return, rebates, and discounts, that are reductions in revenue. All estimates are based on the company's historical experience, anticipated performance, and the company's best judgment at the time the estimate is made. Estimates of variable consideration included in the transaction price primarily utilize the expected value method based on historical experience. These estimates are reassessed each reporting period and are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur upon resolution of uncertainty associated with the variable consideration. The majority of contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as quantity times price per unit. For contracts with multiple performance obligations, the company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.

Licenses of Intellectual Property

Corteva enters into licensing arrangements with customers under which it licenses its intellectual property. Revenue from the majority of intellectual property licenses is derived from sales-based royalties. Revenue for licensing agreements that contain sales-based royalties is recognized at the later of (i) when the subsequent sale occurs or (ii) when the performance obligation to which some or all of the royalty has been allocated is satisfied.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. The company applies the practical expedient to disclose the transaction price allocated to remaining performance obligations for only those contracts with an original duration of one year or more. The transaction price allocated to remaining performance obligations with an original duration of more than one year related to material rights granted to customers for contract renewal options were $123 million and $115 million at December 31, 2021 and December 31, 2020, respectively. The company expects revenue to be recognized for the remaining performance obligations evenly over the period of 1 year to 6 years.

Contract Balances

Contract liabilities primarily reflect deferred revenue from prepayments under contracts with customers where the company receives advance payments for products to be delivered in future periods. Corteva classifies deferred revenue as current or noncurrent based on the timing of when the company expects to recognize revenue. Contract assets primarily include amounts related to conditional rights to consideration for completed performance not yet invoiced. Accounts receivable are recorded when the right to consideration becomes unconditional.

F-24

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Contract BalancesDecember 31, 2021December 31, 2020
(In millions)
Accounts and notes receivable - trade1$3,561$3,917
Contract assets - current2$24$22
Contract assets - noncurrent3$58$54
Deferred revenue - current$3,201$2,662
Deferred revenue - noncurrent4$120$116

1.Included in accounts and notes receivable - net in the Consolidated Balance Sheets.

2.Included in other current assets in the Consolidated Balance Sheets.

3.Included in other assets in the Consolidated Balance Sheets.

4.Included in other noncurrent obligations in the Consolidated Balance Sheets.

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

Disaggregation of Revenue

Corteva's operations are classified into two reportable segments: Seed and Crop Protection. The company disaggregates its revenue by major product line and geographic region, as the company believes it best depicts the nature, amount and timing of its revenue and cash flows. Net sales by major product line are included below:

For the Year Ended December 31,
(In millions)202120202019
Corn$5,618$5,182$5,126
Soybean1,5681,4451,387
Other oilseeds752619593
Other464510484
Seed8,4027,7567,590
Herbicides3,8153,2803,206
Insecticides1,7301,7641,652
Fungicides1,3101,0321,072
Other398385326
Crop Protection7,2536,4616,256
Total$15,655$14,217$13,846

F-25

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Sales are attributed to geographic regions based on customer location. Net sales by geographic region and segment are included below:

SeedFor the Year Ended December 31,
(In millions)202120202019
North America1$5,004$4,795$4,724
EMEA21,5991,4681,378
Latin America1,4201,1171,130
Asia Pacific379376358
Total$8,402$7,756$7,590
Crop ProtectionFor the Year Ended December 31,
(In millions)202120202019
North America1$2,532$2,373$2,205
EMEA21,5241,3741,362
Latin America2,1251,6881,759
Asia Pacific1,0721,026930
Total$7,253$6,461$6,256

1.Represents U.S. & Canada.

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

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

NOTE 7 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

2021 Restructuring Actions

During the first quarter of 2021, Corteva approved restructuring actions designed to right-size and optimize its footprint and organizational structure according to the business needs in each region with the focus on driving continued cost improvement and productivity. The company recorded net pre-tax restructuring charges in 2021 under the 2021 Restructuring Actions, as disclosed in the tables below. The company does not anticipate any additional material charges from the 2021 Restructuring Actions as actions associated with this charge are substantially complete.

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

(In millions)For the Year Ended December 31, 2021
Seed$31
Crop Protection55
Corporate expenses81
Total$167

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

(In millions)For the Year Ended December 31, 2021
Severance and related benefit costs$74
Asset related charges51
Contract termination charges42
Total restructuring and asset charges - net$167

F-26

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

(In millions)Severance and Related Benefit CostsAsset Related**1Contract Termination**2Total
Balance at December 31, 2020$—$—$—$—
Charges to income from continuing operations745142167
Payments(22)—(30)(52)
Asset write-offs—(51)—(51)
Balance at December 31, 2021$52$—$12$64

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

2.The liability for contract terminations includes lease obligations. The cash impact of these obligations will be substantially complete by the end of 2022.

Execute to Win Productivity Program

During the first quarter of 2020, Corteva approved restructuring actions designed to improve productivity through optimizing certain operational and organizational structures primarily related to the Execute to Win Productivity Program. The company recorded net pre-tax restructuring charges of $185 million inception-to-date under the Execute to Win Productivity Program, consisting of $124 million of asset related charges and $61 million of severance and related benefit costs. Actions associated with the Execute to Win Productivity Program were substantially complete by the end of 2020.

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

For the Year Ended December 31,
(In millions)20212020
Seed$—$15
Crop Protection1198
Corporate expenses(2)63
Total$9$176

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

For the Year Ended December 31,
(In millions)20212020
Severance and related benefit costs - net$(2)$63
Asset related charges11113
Total restructuring and asset related charges - net$9$176

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

(In millions)Severance and Related Benefit (Credits) CostsAsset Related**1Total
Balance at December 31, 2020$53$3$56
Charges to income from continuing operations for the year ended December 31, 2021(2)119
Payments(27)(3)(30)
Asset write-offs—(11)(11)
Balance at December 31, 2021$24$—$24

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

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

DowDuPont Cost Synergy Program

In September and November 2017, DowDuPont and EID approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the “Synergy Program”), adopted at the time by the DowDuPont Board of Directors. The Synergy Program was designed to integrate and optimize the organization following the Merger and in preparation for the Business Separations. The company recorded net pre-tax restructuring charges of $833 million inception-to-date under the Synergy Program, consisting of severance and related benefit costs of $316 million, contract termination costs of $190 million, and asset related charges of $327 million. Actions associated with the Synergy Program, including employee separations, were substantially complete by the end of 2019.

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

For the Year Ended December 31,
(In millions)202120202019
Seed$(8)$(9)$66
Crop Protection(3)1127
Corporate expenses(1)(2)(1)
Total$(12)$—$92

The below is a summary of net charges (benefits) incurred related to the Synergy Program for the years ended December 31, 2021, 2020 and 2019:

For the Year Ended December 31,
(In millions)202120202019
Severance and related benefit (credits) costs - net$(1)$(2)$(7)
Contract termination charges(3)—69
Asset related charges(8)230
Total restructuring and asset related charges - net$(12)$—$92

Other Asset Related Charges

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

Asset Impairment

During the year ended December 31, 2019, the company recognized non-cash impairment charges of $144 million pre-tax ($110 million after-tax) in restructuring and asset related charges - net in the company's Consolidated Statements of Operations related to certain in-process research and development ("IPR&D") assets within the seed segment. Refer to Note 15 - Goodwill and Other Intangible Assets, and Note 23 - Fair Value Measurements, for further information.

NOTE 8 - RELATED PARTY TRANSACTIONS

Services Provided by and to Historical Dow and its affiliates

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

Transactions with DowDuPont

In 2019 DowDuPont contributed cash to Corteva to fund portions of the company's debt redemption/repayment transactions. See Note 17 - Long-Term Debt and Available Credit Facilities, to the Consolidated Financial Statements, for additional information.

In February 2019, the DowDuPont Board declared first quarter dividends per share of DowDuPont common stock payable on March 15, 2019. EID declared and paid distributions to DowDuPont of about $317 million for the year ended December 31, 2019 to fund a portion of DowDuPont’s dividend payments.

F-28

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 9 - SUPPLEMENTARY INFORMATION

Other Income - NetFor the Year Ended December 31,
(In millions)202120202019
Interest income$77$56$59
Equity in earnings (losses) of affiliates - net14—(9)
Net gain (loss) on sales of businesses and other assets121(2)64
Net exchange gains (losses)2(54)(174)(99)
Non-operating pension and other post employment benefit credit (costs)31,318368191
Miscellaneous income (expenses) - net4(28)(36)9
Other income - net$1,348$212$215
  1. The year ended December 31, 2021 includes a gain of $19 million relating to the sale of a business in Asia Pacific in the crop protection segment. The year ended December 31, 2020 includes a loss of $(53) million and a gain of $27 million relating to the expected sale of the La Porte site, for which the company signed an agreement in 2020, and the sale of a business in Asia Pacific in the crop protection segment, respectively.

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

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

  4. Miscellaneous income (expenses) - net, includes losses from sale of receivables, tax indemnification adjustments related to changes in indemnification balances as a result of the application of the terms of the Tax Matters Agreement between Corteva and Dow and/or DuPont, and other items. The year ended December 31, 2021 also includes the Employee Retention Credit of $60 million pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act (“CAA”) and American Rescue Plan Act (“ARPA”), a gain from the remeasurement of an equity investment of $47 million, a charge related to a contract termination with a third-party service provider of $(54) million and the 2021 officer indemnification payment.

F-29

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The following table summarizes the impacts of the company's foreign currency hedging program on the company's results of operations. The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the United States (U.S.), whereas the offsetting exchange gains (losses) on the remeasurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in other income - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the Consolidated Statements of Operations.

For the Year Ended December 31,
(In millions)202120202019
Subsidiary Monetary Position Gain (Loss)
Pre-tax exchange gain (loss)$(72)$(263)$(41)
Local tax (expenses) benefits(30)342
Net after-tax impact from subsidiary exchange gain (loss)$(102)$(229)$(39)
Hedging Program Gain (Loss)
Pre-tax exchange gain (loss)$18$89$(58)
Tax (expenses) benefits(4)(21)13
Net after-tax impact from hedging program exchange gain (loss)$14$68$(45)
Total Exchange Gain (Loss)
Pre-tax exchange gain (loss)$(54)$(174)$(99)
Tax (expenses) benefits(34)1315
Net after-tax exchange gain (loss)$(88)$(161)$(84)

Cash, cash equivalents and restricted cash equivalents

The following table provides a reconciliation of cash and cash equivalents and restricted cash equivalents presented in the Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash equivalents presented in the Consolidated Statements of Cash Flows. Corteva classifies restricted cash equivalents as current or noncurrent based on the nature of the restrictions, which are included in other current assets and other assets, respectively, in the Consolidated Balance Sheets.

(In millions)December 31, 2021December 31, 2020
Cash and cash equivalents$4,459$3,526
Restricted cash equivalents377347
Total cash, cash equivalents and restricted cash equivalents$4,836$3,873

Restricted cash equivalents primarily relates to (i) a trust funded by EID for cash obligations under certain non-qualified benefit and deferred compensation plans due to the Merger, which was a change in control event, and is classified as current; and (ii) contributions to the MOU Escrow Account as further described in Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, which is classified as noncurrent.

Accounts payable

Accounts payable was $4,126 million and $3,615 million at December 31, 2021 and December 31, 2020, respectively. Accounts payable - trade, which is a component of accounts payable, was $3,023 million and $2,557 million at December 31, 2021 and December 31, 2020, respectively. Accounts payable - other, which is a component of accounts payable, was $1,103 million and $1,058 million at December 31, 2021 and December 31, 2020, respectively. No other components of accounts payable were more than 5 percent of total current liabilities.

F-30

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 10 - INCOME TAXES

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

Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income TaxesFor the Year Ended December 31,
(In millions)202120202019
Income (loss) from continuing operations before income taxes
Domestic$941$(83)$(1,352)
Foreign1,4057581,036
Income (loss) from continuing operations before income taxes$2,346$675$(316)
Current tax expense (benefit)
Federal$(13)$28$(11)
State and local691
Foreign329222317
Total current tax expense (benefit)$322$259$307
Deferred tax expense (benefit)
Federal$164$(116)$(392)
State and local5527156
Foreign(17)(251)(117)
Total deferred tax expense (benefit)$202$(340)$(353)
Provision for (benefit from) income taxes on continuing operations524(81)(46)
Net income (loss) from continuing operations after taxes$1,822$756$(270)

The effective income tax rate applicable to income (loss) from continuing operations before income taxes was different from the statutory U.S. federal income tax rate due to the factors listed in the following table:

Reconciliation to U.S. Statutory RateFor the Year Ended December 31,
202120202019
Statutory U.S. federal income tax rate21.0%21.0%21.0%
Effective tax rates on international operations - net 1(2.5)(13.9)(18.4)
Acquisitions, divestitures and ownership restructuring activities 2(0.1)(0.3)(10.7)
U.S. research and development credit(2.4)(2.9)7.0
Exchange gains/losses 31.93.5(1.8)
State and local incomes taxes - net2.14.03.2
Impact of Swiss Tax Reform40.2(27.0)11.9
Excess tax benefits/deficiencies from stock compensation(0.2)1.0(0.6)
Tax settlements and expiration of statute of limitations—0.43.9
Other - net2.32.2(0.9)
Effective tax rate on income from continuing operations22.3%(12.0)%14.6%
  1. Includes the effects of local and U.S. taxes related to earnings of non-U.S. subsidiaries, changes in the amount of unrecognized tax benefits associated with these earnings, losses at non-U.S. subsidiaries without local tax benefits due to valuation allowances, and other permanent differences between tax and U.S. GAAP results. Includes a tax benefit of $(51) million for the year ended December 31, 2020, related to a return to accrual adjustment associated with an elective change in accounting method for the 2019 tax year impact of foreign tax provisions.

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

  3. Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized. Further information about the company's foreign currency hedging program is included in Note 9 - Supplementary Information, and Note 22 - Financial Instruments, under the heading Foreign Currency Risk.

  4. Reflects tax benefits of $(182) million primarily driven by the recognition of an elective cantonal component of the recent enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform") for the year ended December 31, 2020. Reflects tax benefits of $(38) million associated with the enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform"), for the year ended December 31, 2019.

F-31

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

Deferred Tax Balances at December 31,20212020
(In millions)AssetsLiabilitiesAssetsLiabilities
Property1$—$341$—$297
Tax loss and credit carryforwards2,3464—497—
Accrued employee benefits904—1,415—
Other accruals and reserves1309—365—
Intangibles—2,260—2,418
Inventory153—127—
Research and development capitalization224—186—
Investments36—56—
Unrealized exchange gains/losses—102—
Other – net105—91—
Subtotal$2,195$2,611$2,739$2,715
Valuation allowances3(366)—(453)—
Total$1,829$2,611$2,286$2,715
Net Deferred Tax Asset (Liability)$(782)$(429)
  1. Prior year classifications in property and other accruals and reserves have been adjusted from their previous presentation. Adjustments did not impact the amount of the net deferred tax asset (liability) recorded in the Consolidated Balance Sheets.

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

  3. In connection with the company's 2021 internal legal entity restructuring, the company reduced various state net operating loss carryforwards and corresponding full valuation allowances by $61 million. There was no impact on the statement of operations. During the year ended December 31, 2020, the company established a $19 million state tax valuation allowance in the U.S. based on a change in judgement about the realizability of a deferred tax asset.

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

Operating Loss and Tax Credit CarryforwardsDeferred Tax Asset
(In millions)20212020
Operating loss carryforwards
Expire within 5 years$123$99
Expire after 5 years or indefinite expiration210343
Total operating loss carryforwards$333$442
Tax credit carryforwards
Expire within 5 years$14$14
Expire after 5 years or indefinite expiration11741
Total tax credit carryforwards$131$55
Total Operating Loss and Tax Credit Carryforwards$464$497

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

Total Gross Unrecognized Tax BenefitsFor the Year Ended December 31,
(In millions)202120202019
Total unrecognized tax benefits as of beginning of period$395$426$749
Decreases related to positions taken on items from prior years(7)(14)(167)
Increases related to positions taken on items from prior years13577
Increases related to positions taken in the current year9654
Settlement of uncertain tax positions with tax authorities(17)(18)(9)
Impact of Internal Reorganizations——(278)
Decreases due to expiration of statutes of limitations(16)(7)—
Exchange (gain) loss—(3)—
Total unrecognized tax benefits as of end of period$377$395$426
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate$157$156$188
Total amount of interest and penalties (benefits) recognized in provision for (benefit from) income taxes on continuing operations$1$(2)$(4)
Total accrual for interest and penalties associated with unrecognized tax benefits at end of period$11$18$24

Each year the company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the company. As a result, there is an uncertainty in income taxes recognized in the company's financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. It is reasonably possible that changes to the company’s global unrecognized tax benefits could be significant; however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made. As of December 31, 2021, the company has made advance deposits of approximately $102 million to a foreign taxing authority, partially as a prerequisite to petition the court related to an open tax examination. These payments are accounted for as a prepaid asset, included in other assets in the Consolidated Balance Sheets.

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

Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2021Earliest Open Year
Jurisdiction
Argentina2015
Brazil2014
Canada2012
China2014
France2019
India2015
Italy2016
Switzerland2016
United States:
Federal income tax2012
State and local income tax2008

Undistributed earnings of foreign subsidiaries and related companies that are deemed to be indefinitely invested amounted to $3,681 million at December 31, 2021. Distributions of profits from non-U.S. subsidiaries are not expected to cause a significant incremental U.S. tax impact in the future; however, those distributions may still be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. The company is asserting indefinite reinvestment related to certain investments in foreign subsidiaries. Determination of the amount of unrecognized deferred tax liability related to indefinitely reinvested profits is not feasible primarily due to our legal entity structure and the complexity of U.S. and local tax laws.

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

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

DowDuPont U.S. tax group for each year was apportioned among the members of the consolidated group based on each member’s separate taxable income. Corteva, DuPont and Dow intend that to the extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with a tax sharing agreement and/or tax matters agreement. See Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements for further information related to indemnifications between Corteva, Dow and DuPont.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 11 - EARNINGS PER SHARE OF COMMON STOCK

On June 1, 2019, the date of the Corteva Distribution, 748,815,000 shares of the company’s common stock were distributed to DowDuPont shareholders of record as of May 24, 2019.

The following tables provide earnings per share calculations for the periods indicated below:

Net Income (Loss) for Earnings Per Share Calculations - Basic and DilutedFor the Year Ended December 31,
(In millions)202120202019
Income (loss) from continuing operations after income taxes$1,822$756$(270)
Net income (loss) attributable to continuing operations noncontrolling interests102013
Income (loss) from continuing operations attributable to Corteva common stockholders1,812736(283)
(Loss) income from discontinued operations, net of tax(53)(55)(671)
Net income (loss) attributable to discontinued operations noncontrolling interests——5
(Loss) income from discontinued operations attributable to Corteva common stockholders(53)(55)(676)
Net income (loss) attributable to common stockholders$1,759$681$(959)
Earnings (Loss) Per Share Calculations - BasicFor the Year Ended December 31,
(Dollars per share)202120202019
Earnings (loss) per share of common stock from continuing operations$2.46$0.98$(0.38)
(Loss) earnings per share of common stock from discontinued operations(0.07)(0.07)(0.90)
Earnings (loss) per share of common stock$2.39$0.91$(1.28)
Earnings (Loss) Per Share Calculations - DilutedFor the Year Ended December 31,
(Dollars per share)202120202019
Earnings (loss) per share of common stock from continuing operations$2.44$0.98$(0.38)
(Loss) earnings per share of common stock from discontinued operations(0.07)(0.07)(0.90)
Earnings (loss) per share of common stock$2.37$0.91$(1.28)
Share Count InformationFor the Year Ended December 31,
(Shares in millions)202120202019
Weighted-average common shares - basic1735.9748.7749.5
Plus dilutive effect of equity compensation plans25.72.5—
Weighted-average common shares - diluted741.6751.2749.5
Potential shares of common stock excluded from EPS calculations32.89.414.4

1.Share amounts for all periods prior to the Corteva Distribution were based on 748.8 million shares of Corteva, Inc. common stock distributed to holders of DowDuPont's common stock on June 1, 2019, plus 0.6 million of additional shares in which accelerated vesting conditions have been met.

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

3.These outstanding potential shares of common stock relating to stock options, restricted stock units and performance-based restricted stock units were excluded from the calculation of diluted earnings (loss) per share because (i) the effect of including stock options and restricted stock units would have been anti-dilutive; and (ii) the performance metrics have not yet been achieved for the outstanding potential shares relating to performance-based restricted stock units, which are deemed to be contingently issuable.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 12 - ACCOUNTS AND NOTES RECEIVABLE - NET

(In millions)December 31, 2021December 31, 2020
Accounts receivable – trade1$3,441$3,754
Notes receivable – trade1,2120163
Other31,2501,009
Total accounts and notes receivable - net$4,811$4,926

1.Accounts receivable – trade and notes receivable – trade are net of allowances of $210 million and $208 million at December 31, 2021 and December 31, 2020, respectively. Allowances are equal to the estimated uncollectible amounts and are based on the expected credit losses and were developed using a loss-rate method.

2.Notes receivable – trade primarily consists of receivables for deferred payment loan programs for the sale of seed products to customers. These loans have terms of one year or less and are primarily concentrated in North America. The company maintains a rigid pre-approval process for extending credit to customers in order to manage overall risk and exposure associated with credit losses. As of December 31, 2021 and 2020, there were no significant impairments related to current loan agreements.

3.Other includes receivables in relation to indemnification assets, value added tax, general sales tax and other taxes. No individual group represents more than 10 percent of total receivables. In addition, Other includes amounts due from nonconsolidated affiliates of $104 million and $106 million as of December 31, 2021 and 2020, respectively.

Accounts and notes receivable are carried at the expected amount to be collected, which approximates fair value. The company establishes the allowance for doubtful receivables using a loss-rate method where the loss rate is developed using past events, historical experience, current conditions and forecasts that affect the collectability of the financial assets.

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

(In millions)
2020
Balance at December 31, 2019$174
Net provision for credit losses152
Write-offs charged against allowance / other1(18)
Balance at December 31, 2020$208
2021
Balance at December 31, 2020$208
Net provision for credit losses1
Write-offs charged against allowance / other1
Balance at December 31, 2021$210
  1. Prior year classifications in the changes in the allowance for doubtful receivables have been adjusted from their previous presentation. Adjustments did not impact the amount of the provision or the allowance for doubtful receivables recorded in the Consolidated Statements of Operations or the Consolidated Balance Sheets.

The company enters into various factoring agreements with third-party financial institutions to sell its trade receivables under both recourse and non-recourse agreements in exchange for cash proceeds. These financing arrangements result in a transfer of the company's receivables and risks to the third-party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are derecognized from the Consolidated Balance Sheets upon transfer, and the company receives a payment for the receivables from the third-party within a mutually agreed upon time period. For arrangements involving an element of recourse, which is typically provided through a guarantee of accounts in the event of customer default, the guarantee obligation is measured using market data from similar transactions and reported as a current liability in the Consolidated Balance Sheets.

Trade receivables sold under these agreements were $272 million, $255 million, and $328 million for the years ended December 31, 2021, 2020 and 2019, respectively. The trade receivables sold that remained outstanding under these agreements which include an element of recourse as of December 31, 2021 and December 31, 2020 were $166 million and $157 million, respectively. The net proceeds received were included in cash provided by (used for) operating activities in the Consolidated

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Statements of Cash Flows. The difference between the carrying amount of the trade receivables sold and the sum of the cash received is recorded as a loss on sale of receivables in other income - net in the Consolidated Statements of Operations. The loss on sale of receivables were $54 million, $55 million, and $44 million for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information on the company’s guarantees.

NOTE 13 - INVENTORIES

(In millions)December 31, 2021December 31, 2020
Finished products$2,497$2,584
Semi-finished products2,0761,813
Raw materials and supplies607485
Total inventories$5,180$4,882

As a result of the Merger, a fair value step-up of $2,297 million was recorded for inventories. This fair value step-up was fully

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

NOTE 14 - PROPERTY, PLANT AND EQUIPMENT

(In millions)December 31, 2021December 31, 2020
Land and land improvements$420$451
Buildings1,4871,525
Machinery and equipment5,7295,556
Construction in progress728721
Total property, plant and equipment8,3648,253
Accumulated depreciation(4,035)(3,857)
Total property, plant and equipment - net$4,329$4,396

Buildings, machinery and equipment and land improvements are depreciated over useful lives on a straight-line basis ranging from 2 to 25 years. Capitalizable costs associated with computer software for internal use are amortized on a straight-line basis over 2 to 7 years.

For the Year Ended December 31,
(In millions)202120202019
Depreciation expense$521$495$525

F-37

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 15 - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

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

(In millions)Crop ProtectionSeedTotal
Balance as of December 31, 2019$4,743$5,486$10,229
Currency translation adjustment313869
Other goodwill adjustments and acquisitions1(29)—(29)
Balance as of December 31, 2020$4,745$5,524$10,269
Currency translation adjustment(73)(87)(160)
Other goodwill adjustments and acquisitions2—(2)(2)
Balance as of December 31, 2021$4,672$5,435$10,107

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

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

The company tests goodwill for impairment annually (during the fourth quarter), or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. As mentioned in Note 2 - Summary of Significant Accounting Policies, as a result of the Internal Reorganizations and Business Realignments, the company changed its reportable segments to seed and crop protection to reflect the manner in which the company's chief operating decision maker assesses performance and allocates resources. The change in reportable segments resulted in changes to the company's reporting units for goodwill impairment testing to align with the level at which discrete financial information is available for review by management. The company’s reporting units include seed, crop protection and digital.

During the second quarter of 2020, the company determined a triggering event had occurred as a result of changes in the company's long-term projections driven largely by the impacts of the COVID-19 pandemic on the mid-term forecasted cash flows of the business, including, but not limited to currency fluctuations, expectations of future planted area (as influenced by consumer demand, ethanol markets and government policies and regulations) and relative commodity prices, which required an interim impairment assessment for its seed and crop protection reporting units and trade name indefinite lived intangible asset. Based on the impairment analysis performed over the company’s trade name indefinite lived intangible asset it was determined that the fair value approximated the carrying value, and no impairment charge was necessary.

The company performed quantitative testing on all of its reporting units and determined that no goodwill impairments existed in 2021 and 2020. As of December 31, 2021, accumulated impairment losses on goodwill were $4,503 million.

F-38

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Other Intangible Assets

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

(In millions)December 31, 2021December 31, 2020
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Intangible assets subject to amortization (Definite-lived):
Germplasm$6,265$(571)$5,694$6,265$(317)$5,948
Customer-related1,953(487)1,4661,984(380)1,604
Developed technology1,485(679)8061,451(525)926
Trademarks/trade names12,012(172)1,8402,019(99)1,920
Favorable supply contracts475(396)79475(302)173
Other2405(256)149405(239)166
Total other intangible assets with finite lives12,595(2,561)10,03412,599(1,862)10,737
Intangible assets not subject to amortization (Indefinite-lived):
IPR&D10—1010—10
Total other intangible assets10—1010—10
Total$12,605$(2,561)$10,044$12,609$(1,862)$10,747

1.Beginning on October 1, 2020, the company changed its indefinite life assertion of its trade name asset to definite lived with a useful life of 25 years. This change is the result of the launch of BrevantTM seed in the retail channel in the U.S. Prior to changing the useful life of the trade name asset, the company tested the asset for impairment under ASC 350 - Intangibles, Goodwill and Other, concluding the asset was not impaired.

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

During the third quarter of 2019, and in connection with strategic product and portfolio reviews, the company determined that the fair value of certain intangible assets classified as developed technology, other intangible assets and IPR&D within the seed segment that primarily relate to heritage DAS intangibles previously acquired from Cooperativa Central de Pesquisa Agrícola's ("Coodetec") was less than the carrying value due to the company’s focus on advancing more competitive products and eliminating redundancy and complexity across the breeding programs. For IPR&D and developed technology, the company concluded these projects were abandoned. For other intangible assets, the company performed an impairment assessment using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy. The significant assumptions used in the calculation included projected revenue, royalty rates and discount rates. These significant assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows. As a result, the company recorded a pre-tax, non-cash intangible asset impairment charge of $54 million ($41 million after-tax), which is reflected in restructuring and asset related charges - net, in the company's Consolidated Statements of Operations for the year ended December 31, 2019.

There were no indicators of impairment for the company’s other intangible assets that suggested that the fair value was less than its carrying value at December 31, 2019, except for IPR&D. As a result of the company’s decision, during the fourth quarter of 2019, to accelerate the ramp up of the Enlist E3TM trait platform in the company’s soybean portfolio mix across all brands over the subsequent five years with minimal use of the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® traits thereafter for the remainder of the Roundup Ready 2 License Agreement, the company determined that certain IPR&D projects associated with Roundup Ready 2 Xtend® were not recoverable and were impaired. These IPR&D projects were either abandoned or tested for impairment using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy. The key assumptions used in the relief from royalty method calculation included projected revenue, royalty rates and discount rates. These key assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows. As a result, the company recorded a pre-tax, non-cash intangible asset charge of $90 million ($69 million after-tax), which is reflected in restructuring and asset related charges - net, in the company's Consolidated Statements of Operations for the year ended December 31, 2019.

The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $722 million, $682 million, and $475 million, for the year ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively.

F-39

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

(In millions)
2022$700
2023$620
2024$606
2025$569
2026$558

NOTE 16 - LEASES

The company has operating and finance leases for real estate, transportation, certain machinery and equipment, and information technology assets. The company’s leases have remaining lease terms of 1 to 50 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the company will exercise that option. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability.

Certain of the company's leases include residual value guarantees. These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term. The portion of residual value guarantees that are probable of payment are included in the related lease liability. At December 31, 2021, the company has future maximum payments for residual value guarantees in operating leases of $193 million with final expirations through 2028. The company's lease agreements do not contain any material restrictive covenants. The components of lease cost are as follows:

For the Year Ended December 31,
(In millions)20212020
Operating lease cost$158$197
Finance lease cost
Amortization of right-of-use assets12
Interest on lease liabilities——
Total finance lease cost12
Short-term lease cost1414
Variable lease cost87
Total lease cost$181$220

New leases entered into during the years ended December 31, 2021 and December 31, 2020 were not material, on an individual basis*.*

Supplemental cash flow information related to leases is as follows:

For the Year Ended December 31,
(In millions)20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$169$202
Operating cash outflows from finance leases$—$—
Financing cash outflows from finance leases$1$1

F-40

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Supplemental balance sheet information related to leases is as follows:

(In millions)December 31, 2021December 31, 2020
Operating Leases
Operating lease right-of-use assets1$458$521
Current operating lease liabilities2121138
Noncurrent operating lease liabilities3338391
Total operating lease liabilities$459$529
Finance Leases
Property, plant, and equipment, gross$15$15
Accumulated depreciation(11)(10)
Property, plant, and equipment, net45
Short-term borrowings and finance lease obligations11
Long-Term Debt34
Total finance lease liabilities$4$5

1.Included in other assets in the Consolidated Balance Sheet.

2.Included in accrued and other current liabilities in the Consolidated Balance Sheet.

3.Included in other noncurrent obligations in the Consolidated Balance Sheet.

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

Lease Term and Discount RateDecember 31, 2021December 31, 2020
Weighted-average remaining lease term (years)
Operating leases7.417.71
Financing leases3.364.26
Weighted average discount rate
Operating leases2.75%3.06%
Financing leases3.29%3.28%

Maturities of lease liabilities are as follows:

Maturity of Lease Liabilities at December 31, 2021Operating LeasesFinancing Leases
(In millions)
2022$132$1
2023941
2024711
2025601
202649—
2027 and thereafter106—
Total lease payments5124
Less: Interest53—
Present value of lease liabilities$459$4

F-41

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Maturity of Lease Liabilities at December 31, 2020Operating LeasesFinancing Leases
(In millions)
2021$152$1
20221141
2023831
2024611
2025511
2026 and thereafter137—
Total lease payments5985
Less: Interest69—
Present value of lease liabilities$529$5

NOTE 17 - LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

Long-Term Debt
December 31, 2021December 31, 2020
(In millions)AmountWeighted Average RateAmountWeighted Average Rate
Promissory notes and debentures:
Maturing in 20255001.70%5001.70%
Maturing in 20305002.30%5002.30%
Other loans:
Foreign currency loans, various rates and maturities11
Medium-term notes, varying maturities through 2041107—%109—%
Finance lease obligations34
Less: Unamortized debt discount and issuance costs1011
Less: Long-term debt due within one year11
Total$1,100$1,102

Principal payments of long-term debt are $500 million for long-term debt maturing in 2025.

The estimated fair value of the company's long-term borrowings, was determined using Level 2 inputs within the fair value hierarchy, as described in Note 2 - Summary of Significant Accounting Policies. Based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities, the fair value of the company's long-term borrowings, not including long-term debt due within one year, was $1,120 million and $1,166 million at December 31, 2021 and 2020, respectively.

Debt Offering

In May 2020, EID issued $500 million of 1.70 percent Senior Notes due 2025 and $500 million of 2.30 percent Senior Notes due 2030 (the May 2020 Debt Offering). The proceeds of this offering are intended to be used for general corporate purposes.

Available Committed Credit Facilities

The following table summarizes the company's credit facilities:

Committed and Available Credit Facilities at December 31, 2021
(In millions)Effective DateCommitted CreditCredit AvailableMaturity DateInterest
Revolving Credit FacilityMay 2019$3,000$3,000May 2024Floating Rate
Revolving Credit FacilityMay 20193,0003,000May 2023Floating Rate
Total Committed and Available Credit Facilities$6,000$6,000

F-42

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Revolving Credit Facilities

In November 2018, EID entered into a $3.0 billion, 5 year revolving credit facility and a $3.0 billion, 3-year revolving credit facility (the "Revolving Credit Facilities”). The Revolving Credit Facilities became effective May 2019. Corteva, Inc. became a party at the time of the Corteva Distribution. In May 2021, the company entered into an amendment that extended the maturity date of the 3-year revolving credit facility from May 2022 to May 2023. Other than the change in maturity date, there were no material modifications to the terms of the credit facility. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Revolving Credit Facilities contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60.

In March 2020, the company drew down $500 million under the $3.0 billion 3-year revolving credit facility as a result of the volatility and increased borrowing costs of commercial paper resulting from the unstable market conditions caused by the COVID-19 pandemic and repaid that borrowing in full in June 2020. There were no additional borrowings and the unused commitments under the 3-year revolving credit facility were $3.0 billion as of December 31, 2021.

Debt Redemptions/Repayments

On March 22, 2019, EID issued notices of redemption in full of all of its outstanding notes (the “Make Whole Notes”) listed in the table below:

(in millions)Amount
4.625% Notes due 2020$474
3.625% Notes due 2021296
4.250% Notes due 2021163
2.800% Notes due 2023381
6.500% Debentures due 202857
5.600% Senior Notes due 203642
4.900% Notes due 204148
4.150% Notes due 204369
Total$1,530

The Make Whole Notes were redeemed on April 22, 2019 at the make-whole redemption prices set forth in the respective Make Whole Notes. On and after the date of redemption, the Make Whole Notes were no longer deemed outstanding, interest on the Make Whole Notes ceased to accrue and all rights of the holders of the Make Whole Notes were terminated.

In March 2016, EID entered into a credit agreement that provided for a 3-year, senior unsecured term loan facility in the aggregate principal amount of $4.5 billion (as amended, from time to time, the "Term Loan Facility") under which EID could make up to seven term loan borrowings and amounts repaid or prepaid were not available for subsequent borrowings. On May 2, 2019, EID terminated its Term Loan Facility and repaid the aggregate outstanding principal amount of $3 billion plus accrued and unpaid interest through and including May 1, 2019.

In connection with the repayment of the Make Whole Notes and the Term Loan Facility, EID paid a total of $4.6 billion in the second quarter 2019, which included breakage fees and accrued and unpaid interest on the Make Whole Notes and Term Loan Facility. The repayment of the Make Whole Notes and Term Loan Facility was funded with cash from operations and a contribution from DowDuPont.

On May 7, 2019, DowDuPont publicly announced the record date in connection with the Corteva Distribution. In connection with such announcement, EID was required to redeem $1.25 billion aggregate principal amount of 2.20% Notes due 2020 and $750 million aggregate principal amount of Floating Rate Notes due 2020 (collectively, the Special Mandatory Redemption, or “SMR Notes”) setting forth the date of redemption of the SMR Notes. On May 17, 2019 EID redeemed and paid a total of $2 billion, which included accrued and unpaid interest on the SMR Notes. EID funded the payment with a contribution from DowDuPont. Following the redemption, the SMR Notes are no longer outstanding and no longer bear interest, and all rights of the holders of the SMR Notes have terminated.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

EID recorded a loss on the early extinguishment of debt of $13 million for the year ended December 31, 2019, related to the difference between the redemption price and the par value of the Make Whole Notes, the Term Loan Facility, and the SMR Notes, partially offset by the write-off of unamortized step-up related to the fair value step-up of EID’s debt.

Uncommitted Credit Facilities and Outstanding Letters of Credit

Unused bank credit lines on uncommitted credit facilities were $389 million at December 31, 2021. These lines are available to support short-term liquidity needs and general corporate purposes, including letters of credit. Outstanding letters of credit were $127 million at December 31, 2021. These letters of credit support commitments made in the ordinary course of business.

NOTE 18 - COMMITMENTS AND CONTINGENT LIABILITIES

Guarantees

Indemnifications

In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future payments is generally unlimited. See below for additional information relating to the indemnification obligations under the Corteva Separation Agreement and the Chemours Separation Agreement.

Obligations for Customers and Other Third Parties

The company has directly guaranteed various debt obligations under agreements with third parties related to customers and other third parties. At December 31, 2021 and December 31, 2020, the company had directly guaranteed $105 million and $94 million, respectively, of such obligations. These amounts represent the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees in the event of default by the guaranteed party. All of the maximum future payments at December 31, 2021, had terms less than one year. The maximum future payments include $21 million and $17 million of guarantees related to the various factoring agreements that the company enters into with third-party financial institutions to sell its trade receivables at December 31, 2021 and December 31, 2020, respectively. See Note 12 - Accounts and Notes Receivable - Net, to the Consolidated Financial Statements, for additional information.

The maximum future payments also include agreements with lenders to establish programs that provide financing for select customers. The terms of the guarantees are equivalent to the terms of the customer loans that are primarily made to finance customer invoices. The total amounts owed from customers to the lenders relating to these agreements was $15 million and $16 million at December 31, 2021 and December 31, 2020, respectively.

The company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.

Indemnifications under Separation Agreements

The company has entered into various agreements where the company is indemnified for certain liabilities. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable. See Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements, for additional information related to indemnifications between Corteva, DuPont and Dow.

Chemours/Performance Chemicals

Pursuant to the Chemours Separation Agreement resulting from the 2015 spin-off of the Performance Chemicals segment from Historical DuPont, Chemours indemnifies the company against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable.

In 2017, the Chemours Separation Agreement was amended to provide for a limited sharing of potential future liabilities related to alleged historical releases of perfluorooctanoic acids and its ammonium salts (“PFOA”) for a five-year period that began on

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Notes to the Consolidated Financial Statements (continued)

July 6, 2017. In addition, in 2017, Chemours and EID settled multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water as a result of the historical manufacture or use of PFOA at the Washington Works plant outside Parkersburg, West Virginia. This plant was previously owned and/or operated by the performance chemicals segment of EID and is now owned and/or operated by Chemours.

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”).

On January 22, 2021, Chemours, DuPont, Corteva and EID entered into a binding memorandum of understanding containing a settlement to resolve legal disputes originating from the Delaware Litigation and Pending Arbitration, and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities arising out of pre-July 1, 2015 conduct (the “MOU”). The MOU replaces the 2017 amendment to the Chemours Separation Agreement. According to the terms of the cost sharing arrangement within the MOU, Corteva and DuPont together, on one hand, and Chemours, on the other hand, agreed to a 50-50 split of certain qualified expenses related to PFAS liabilities incurred over a term not to exceed twenty years or $4 billion of qualified spend and escrow account contributions (see below for discussion of escrow account) in the aggregate. DuPont’s and Corteva’s 50% share under the MOU will be limited to $2 billion, including qualified expenses and escrow contributions. These expenses and escrow account contributions will be subject to the existing Letter Agreement, under which DuPont and Corteva will each bear 50% of the first $300 million (up to $150 million each), and thereafter DuPont bears 71% and Corteva bears the remaining 29%.

In order to support and manage any potential future PFAS liabilities, the parties have also agreed to establish an escrow account ("MOU Escrow Account"). The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million into an escrow account and DuPont and Corteva shall together deposit $100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 million into an escrow account and DuPont and Corteva shall together deposit $50 million in the aggregate into an escrow account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year (excluding 2021). Over this period, Chemours will deposit a total of $500 million in the account and DuPont and Corteva will deposit an additional $500 million pursuant to the terms of the Letter Agreement. Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, Chemours will make 50% of the deposits and DuPont and Corteva together will make 50% of the deposits necessary to restore the balance of the escrow account to $700 million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU. The MOU provides that no withdrawals from the MOU Escrow Account can be made before year six, except to fund mutually agreed upon third-party settlements in excess of $125 million. Starting with year six, withdrawals can only be made to fund qualified spend if the parties’ aggregate qualified spend in that particular year is greater than $200 million. Beginning with year 11, the amounts in the MOU Escrow Account can be used to fund any qualified spend.

During 2021, the company contributed its initial deposit into the MOU Escrow Account, which is classified as noncurrent restricted cash equivalents and is included in other assets in the interim Consolidated Balance Sheets.

After the term of this arrangement, Chemours’ indemnification obligations under the original 2015 Chemours Separation Agreement, would continue unchanged, subject in each case to certain exceptions set out in the MOU. Under the MOU, Chemours waived specified claims regarding the construct of its 2015 spin-off transaction, and the parties will dismiss the Pending Arbitration regarding those claims. Additionally, the parties have agreed to resolve the Ohio MDL PFOA personal injury litigation (as discussed below). The parties are expected to cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU.

During the years ended December 31, 2021 and 2020, the company recorded charges of $48 million and $65 million to (loss) income from discontinued operations after income taxes in the Consolidated Statement of Operations, related to the MOU. The charges recorded for the year ended December 31, 2021 primarily relate to an increase in the environmental remediation accrual for Chemours' Fayetteville Works facility for estimated costs for on-site surface water and groundwater remediation to address and abate PFAS discharges arising out of pre-July 1, 2015 conduct. The increase is the result of further detailed engineering and design work related to Chemours’ environmental remediation activities at the site under the Consent Order between Chemours and the North Carolina Department of Environmental Quality. The charges recorded for the year ended December 31, 2020

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

primarily related to the execution of the MOU and the settlement of the Ohio MDL PFOA personal injury litigation (as discussed below).

Corteva Separation Agreement

On April 1, 2019, in connection with the Dow Distribution, Corteva, DuPont and Dow entered into the Corteva Separation Agreement, the Tax Matters Agreement, the Employee Matters Agreement, and certain other agreements (collectively, the “Corteva Separation Agreements”). The Corteva Separation Agreements allocate among Corteva, DuPont and Dow certain liabilities and obligations among the parties and provides for indemnification obligation among the parties. Under the Corteva Separation Agreements, DuPont will indemnify Corteva against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the Corteva Distribution and (ii) Dow indemnifies Corteva against certain litigation and other liabilities that relate to the Historical Dow business, but were transferred over as part of the common control combination with DAS, and Corteva indemnifies DuPont and Dow for certain liabilities. The term of this indemnification is generally indefinite with exceptions, and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. See Note 1 - Background and Basis of Presentation, and Note 5 - Divestitures and Other Transactions, to the Consolidated Financial Statements, for additional information relating to the Separation.

Under the Corteva Separation Agreement, certain legacy EID liabilities from discontinued and/or divested operations and businesses of EID (including Performance Chemicals) (a “stray liability”) were allocated to Corteva or DuPont. For those stray liabilities allocated to Corteva (which may include a specified amount of liability associated with that liability), Corteva is responsible for liabilities in an amount up to that specified amount plus an additional $200 million and, for those stray liabilities allocated to DuPont (which may include a specified amount of liability associated with that liability), DuPont is responsible for liabilities up to a specified amount plus an additional $200 million. Once each company has met the $200 million threshold, Corteva and DuPont will share future liabilities proportionally on the basis of 29% and 71%, respectively; provided, however, that for PFAS, DuPont will manage such liabilities with Corteva and DuPont sharing the costs on a 50% - 50% basis starting from $1 and up to $300 million (with such amount, up to $150 million, to be credited to each company’s $200 million threshold) and once the $300 million threshold is met, then the companies will share proportionally on the basis of 29% and 71% respectively, subject to a $1 million de minimis requirement. During the second quarter of 2021, the aggregate amount of the Company’s cash spent and liabilities accrued exceeded the stray liability thresholds, including PFAS, noted above. Therefore, liabilities recognized subsequent to the second quarter of 2021 will be shared at the reduced rates noted above.

Litigation

The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory matters arising out of the normal course of its current businesses or legacy EID businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the separation of Corteva from DuPont. It is not possible to predict the outcome of these various proceedings, as considerable uncertainty exists. The company records accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Accruals may reflect the impact and status of negotiations, settlements, rulings, advice from counsel and other information and events that may pertain to a particular matter. For the litigation matters discussed below, management believes that it is reasonably possible that the company could incur liabilities in excess of amounts accrued, the ultimate liability for which could be material to the results of operations and the cash flows in the period recognized. However, the company is unable to estimate the possible loss beyond amounts accrued due to various reasons, including, among others, that the underlying matters are either in early stages and/or have significant factual issues to be resolved. In addition, even when the company believes it has substantial defenses, the company may consider settlement of matters if it believes it is in the best interest of the company.

Chlorpyrifos Lawsuits

As of December 31, 2021, there were pending personal injury lawsuits filed and additional asserted claims against the former Dow Agrosciences LLC, alleging injuries related to chlorpyrifos exposure, the active ingredient in Lorsban®, an insecticide used by commercial farms for field fruit, nut and vegetable crops. Corteva ended its production of Lorsban® in 2020. Chlorpyrifos products are restricted-use pesticides, which are not available for purchase or use by the general public, and may only be sold to, and used by, certified applicators or someone under the certified applicator's direct supervision. These lawsuits do not relate to Dursban®, a residential type chlorpyrifos product that was authorized for indoor purposes, which was discontinued over two decades ago prior to the Merger and Corteva’s formation and Separation. Claimants allege personal injury, including autism, developmental delays and/or decreased neurologic function, resulting from farm worker exposure and bystander drift and in utero exposure to chlorpyrifos. Certain claimants have also put forth remediation claims due to alleged property contamination from chlorpyrifos. Discovery is expected to continue through 2022.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

PFAS, PFOA, PFOS and Other Related Liabilities

For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").

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

Leach Settlement and Ohio MDL Settlement

EID has residual liabilities under its 2004 settlement of a West Virginia state court class action, Leach v. EID, which alleged that PFOA from EID’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. The settlement class has about 80,000 members. In addition to relief that was provided to class members years ago, the settlement requires EID to continue providing PFOA water treatment to six area water districts and private well users and to fund, through an escrow account, up to $235 million for a medical monitoring program for eligible class members. As of December 31, 2021, approximately $2 million had been disbursed from the account since its establishment in 2012 and the remaining balance is approximately $1 million.

The Leach settlement permits class members to pursue personal injury claims for six health conditions (and no others) that an expert panel appointed under the settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. After the panel reported its findings, approximately 3,550 personal injury lawsuits were filed in federal and state courts in Ohio and West Virginia and consolidated in multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”). Ohio MDL was settled in early 2017 for $670.7 million in cash, with Chemours and EID (without indemnification from Chemours) each paying half.

Post-MDL Settlement PFOA Personal Injury Claims

The 2017 Ohio MDL settlement did not resolve claims of plaintiffs who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017. The first was a consolidated trial of two cases; the first, a kidney cancer case, which resulted in a hung jury, while the second, Travis and Julie Abbot v. E.I du Pont de Nemours and Company (the “Abbot Case”), a testicular cancer case, resulted in a jury verdict of $40 million in compensatory damages and $10 million for loss of consortium. The loss of consortium award was subsequently reduced to $250,000 in accordance with state law limitations. Following entry of the judgment by the court, EID filed post-trial motions to reduce the verdict, and to appeal the verdict on the basis of procedural and substantive legal errors made by the trial court. The company believes the merits of the appeal will be successful in reducing the jury verdict or eliminating its liability, in whole or part.

In January 2021, Chemours, DuPont and Corteva agreed to settle the remaining approximately 95 matters, as well as unfiled matters, remaining in the Ohio MDL, with the exception of the Abbot case, for $83 million, with Chemours contributing $29 million to the settlement, and DuPont and Corteva contributing $27 million each. The company recorded a liability for its share of the settlement, with a charge to (loss) income from discontinued operations after income taxes in the Consolidated Statement of Operations, during the year ended December 31, 2020, and paid $27 million during the year ended December 31, 2021. As agreed to in the settlement, the plaintiffs' counsel filed a motion to dissolve the MDL.

Other PFOA Matters

EID is a party to other PFOA lawsuits that do not involve claims for personal injury. Defense costs and any future liabilities that may arise out of these lawsuits are subject to the MOU and the cost sharing arrangement disclosed above. Under the MOU, fraudulent conveyance claims associated with these matters are not qualified expenses, unless Corteva, Inc. and EID would prevail on the merits of these claims.

New York. EID is a defendant in about 50 lawsuits, including a putative class action, brought by persons who live in and around Hoosick Falls, New York. These lawsuits assert claims for medical monitoring and property damage based on alleged PFOA releases from manufacturing facilities owned and operated by co-defendants in Hoosick Falls and allege that EID and 3M supplied some of the materials used at these facilities. EID is also one of more than ten defendants in a lawsuit brought by the Town of East Hampton, New York alleging PFOA and PFOS contamination of the town’s well water. Additionally, EID, along with 3M, Chemours and Dyneon, have been named defendants in complaints filed by eleven water districts in Nassau County, New York alleging that the drinking water they provide to

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

customers is contaminated with PFAS and seeking reimbursement for clean-up costs. The water district complaints also include allegations of fraudulent transfer.

New Jersey. At December 31, 2021, two lawsuits were pending, one brought by a local water utility and the second a putative class action, against EID alleging that PFOA from EID’s former Chambers Works facility contaminated drinking water sources. The putative class action was voluntarily dismissed without prejudice by the plaintiff.

In late March of 2019, the New Jersey State Attorney General filed four lawsuits against EID, Chemours, 3M and others alleging that operations at and discharges from former EID sites in New Jersey (Chambers Works, Pompton Lakes, Parlin and Repauno) damaged the State’s natural resources. Two of these lawsuits (those involving the Chambers Works and Parlin sites) allege contamination from PFAS. The Ridgewood Water District in New Jersey filed suit in the first quarter 2019 against EID, 3M, Chemours, and Dyneon alleging losses related to the investigation, remediation and monitoring of polyfluorinated surfactants, including PFOA, in water supplies. DuPont and Corteva were subsequently added as defendants to these lawsuits. These lawsuits include claims under the New Jersey Industrial Site Recovery Act (“ISRA”) and for fraudulent conveyance.

Alabama / Others. EID is one of more than thirty defendants in a lawsuit by the Alabama water utility alleging contamination from PFCs, including PFOA, used by co-defendant carpet manufacturers to make their products more stain and grease resistant. In addition, the states of Michigan, Mississippi, New Hampshire, South Dakota, and Vermont recently filed lawsuits against EID, Chemours, 3M and others, claiming, among other things, PFC (including PFOA) contamination of groundwater and drinking water. The complaints seek reimbursement for past and future costs to investigate and remediate the alleged contamination and compensation for the loss of value and use of the state’s natural resources. Motions to dismiss the Michigan, Vermont and New Hampshire cases have been denied.

Ohio. EID is a defendant in three lawsuits: an action by the State of Ohio based on alleged damage to natural resources, a putative nationwide class action brought on behalf of anyone who has detectable levels of PFAS in their blood serum, and an action by the City of Dayton claiming losses related to the investigation, remediation and monitoring of PFAS in water supplies. The trial with respect to the natural resources lawsuit is scheduled for April 2023.

Netherlands. In April 2021, four municipalities in the Netherlands filed complaints alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours. The municipalities seek to recover costs incurred due to the alleged emissions, including damages for investigation costs, construction project delays, depreciation of land, soil remediation, liabilities to contractors, and attorneys’ fees.

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. Under the settlement, the companies will collectively pay $50 million to fund environmental projects, including sampling and community environmental justice and equity grants, which shall be utilized to fund the Natural Resources and Sustainability Trust (the “NRST Trust”). If the companies, individually or jointly, within 8 years of the settlement, enter into a proportionally similar agreement to settle or resolve claims of another state for PFAS-related natural resource damages, for an amount greater than $50 million, the companies shall make a supplemental payment directly to the NRST Trust (“Supplemental Payment”) in an amount equal to such other states’ recovery in excess of $50 million. Supplemental Payment(s), if any, will not exceed $25 million in the aggregate. All amounts paid by the companies under the settlement are subject to the MOU and the Corteva Separation Agreement with Chemours bearing responsibility for 50%, or $25 million, of the $50 million payment due to the NRST and DuPont and Corteva each bearing $12.5 million of the remaining amount, which Corteva paid in January 2022. As of December 31, 2021, an accrual has been established in relation to this settlement and during the year ended December 31, 2021, the company recorded a charge of $11 million to (loss) income from discontinued operations after income taxes in the Consolidated Statement of Operations. Under the settlement, if the state sues other parties and those parties seek contribution from the companies, the companies will have protection from contribution up to the amounts previously paid under the settlement agreement. The companies will also receive a credit up to the amount of the payment if the state seeks natural resource damage claims against the companies outside the scope of the settlement’s release of claims.

Aqueous Firefighting Foams. Approximately 2,050 cases have been filed against 3M and other defendants, including EID and Chemours, and more recently also including Corteva and DuPont, alleging PFOS or PFOA contamination of soil and groundwater from the use of aqueous firefighting foams. Most of those cases claim some form of property damage and seek to recover the costs of responding to this contamination and damages for the loss of use and

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

enjoyment of property and diminution in value. Most of these cases have been transferred to a multidistrict litigation proceeding in federal district court in South Carolina. Approximately 1,860 of these cases were filed on behalf of firefighters who allege personal injuries (primarily kidney and testicular cancer) as a result of aqueous firefighting foams. Approximately 140 of these cases were filed by water utility or municipal water districts. Most of these recent cases assert claims that the EID and Chemours separation constituted a fraudulent conveyance. Discovery for these cases is expected to continue through 2022, with a water district “bellwether” trial expected for early 2023.

EID did not make firefighting foams, PFOS, or PFOS products. While EID made surfactants and intermediaries that some manufacturers used in making foams, which may have contained PFOA as an unintended byproduct or an impurity, EID’s products were not formulated with PFOA, nor was PFOA an ingredient of these products. EID has never made or sold PFOA as a commercial product.

Fayetteville Works Facility, North Carolina

Prior to the separation of Chemours, EID introduced GenX as a polymerization processing aid and a replacement for PFOA at the Fayetteville Works facility in Bladen County, North Carolina. The facility is now owned and operated by Chemours, which continues to manufacture and use GenX.

At December 31, 2021, several actions are pending in federal court against Chemours and EID relating to PFC discharges from the Fayetteville Works facility. One of these is a consolidated putative class action that asserts claims for medical monitoring and property damage on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River. Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief. In another action over approximately 100 property owners near the Fayetteville Works facility filed a complaint against Chemours and EID in May 2020. The plaintiffs seek compensatory and punitive damages for their claims of private nuisance, trespass, and negligence allegedly caused by release of PFAS.

In addition to the federal court actions, there is an action on behalf of about 100 plaintiffs who own wells and property near the Fayetteville Works facility. The plaintiffs seek damages for nuisance allegedly caused by releases of certain PFCs from the site.

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

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Environmental

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. These obligations are included in accrued and other current liabilities and other noncurrent obligations in the Consolidated Balance Sheet. It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation

technologies for handling site remediation and restoration.

For a discussion of the allocation of environmental liabilities under the Chemours Separation Agreement and the Corteva Separation Agreement, see the previous discussion on page F-46.

As of December 31, 2021
(In millions)Indemnification AssetAccrual balance****3Potential exposure above amount accrued****3
Environmental Remediation Stray Liabilities
Chemours related obligations - subject to indemnity1,2$159$159$262
Other discontinued or divested businesses obligations11575187
Environmental remediation liabilities primarily related to DuPont - subject to indemnity from DuPont2373766
Environmental remediation liabilities not subject to indemnity—8249
Indemnification liabilities related to the MOU499928
Total$220$452$592

1.Represents liabilities that are subject the $200 million threshold and sharing arrangements as discussed on page F-46, under Corteva Separation Agreement.

2.The company has recorded an indemnification asset related to these accruals, including $40 million related to the Superfund sites.

3.Accrual balance represents management’s best estimate of the costs of remediation and restoration, although it is reasonably possible that the potential exposure, as indicated, could range above the amounts accrued, as there are inherent uncertainties in these estimates. Accrual balance includes $68 million for remediation of Superfund sites. Amounts do not include possible impacts from the remediation elements of the EPAs October 2021 PFAS Strategic Roadmap (as applicable) or possible revisions to Chemours’ Consent Order with the North Carolina Department of Environmental Quality, as any possible impacts, to the extent such items would be reimbursable under the MOU, are not yet determinable.

4.Represents liabilities that are subject to the $150 million threshold and sharing agreements as discussed on page F-44, under the header "Chemours / Performance Chemicals.

Chambers Works, New Jersey

On January 28, 2022, the State of New Jersey filed a request for a preliminary injunction against EID and Chemours seeking the establishment of a Remediation Funding Source (“RFS”) in an amount exceeding $900 million for environmental remediation at EID’s former Chambers Work facility in New Jersey. The RFS primarily relates to non-PFAS remediation, which is not subject to the MOU. Chemours has accepted indemnity and defense for these matters, while reserving rights and declining EID’s demand relating to the ISRA and fraudulent transfer matters as alleged under the existing New Jersey natural resource lawsuits discussed on page F-48.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 19 - STOCKHOLDERS' EQUITY

Common Stock

As discussed in Note 1 - Background and Basis of Presentation, on June 1, 2019, Corteva, Inc.'s common stock was distributed to DowDuPont stockholders by way of a pro rata distribution*.* 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. Corteva, Inc.'s common stock began trading the "regular way" under the ticker symbol "CTVA" on June 3, 2019, the first business day after June 1, 2019. The number of Corteva, Inc. common shares issued on June 1, 2019 was 748,815,000 (par value of $0.01 per share). Information related to the Corteva Distribution and its effect on the company's financial statements are discussed throughout these Notes to the Consolidated Financial Statements.

Set forth below is a reconciliation of common stock share activity for the years ended December 31, 2021, 2020, and 2019:

Shares of common stockIssued
Balance June 1, 2019748,815,000
Issued586,000
Repurchased and retired(824,000)
Balance December 31, 2019748,577,000
Issued3,384,000
Repurchased and retired(8,503,000)
Balance December 31, 2020743,458,000
Issued4,019,000
Repurchased and retired(20,950,000)
Balance December 31, 2021726,527,000

Share Buyback Plan

On August 5, 2021, Corteva, Inc. announced that its Board of Directors authorized a $1.5 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2021 Share Buyback Plan"). The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. In connection with the 2021 Share Buyback Plan, the company purchased and retired 5,572,000 shares during the year ended December 31, 2021 in the open market for a total cost of $250 million.

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

In connection with the 2019 Share Buyback Plan, the company repurchased and retired 15,378,000 shares, 8,503,000 shares, and 824,000 shares in the open market for a total cost of $700 million, $275 million, and $25 million during the years ended December 31, 2021, 2020, and 2019, respectively. Repurchases under the 2019 Share Buyback Plan were completed during the third quarter of 2021.

Shares repurchased pursuant to Corteva's share buyback plan are immediately retired upon repurchase. Repurchased common stock is reflected as a reduction of stockholders' equity. The company's accounting policy related to its share repurchases is to reduce its common stock based on the par value of the shares and to reduce its retained earnings for the excess of the repurchase price over the par value. When Corteva has an accumulated deficit balance, the excess over the par value is applied to APIC. When Corteva has retained earnings, the excess is charged entirely to retained earnings.

Noncontrolling Interest

In June 2020, the company completed the acquisition of the remaining 46.5 percent interest in the Phytogen Seed Company, LLC joint venture from J. G. Boswell Company. As the purchase of the remaining interest did not result in a change of control, the difference between the carrying value of the noncontrolling interest and the consideration paid, net of taxes was recorded within equity.

Corteva, Inc. owns 100 percent of the outstanding common shares of EID. However, EID has preferred stock outstanding to third parties which is accounted for as a noncontrolling interest in Corteva's Consolidated Balance Sheets. Each share of EID

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

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

Below is a summary of the EID Preferred Stock at December 31, 2021 and December 31, 2020 which is classified as noncontrolling interests in the Corteva Consolidated Balance Sheets.

(Shares in thousands)Number of Shares
Authorized23,000
$4.50 Series, callable at $1201,673
$3.50 Series, callable at $102700

Other Comprehensive Income (Loss)

The changes and after-tax balances of components comprising accumulated other comprehensive income (loss) are summarized below:

(In millions)Cumulative Translation Adjustment****1Derivative InstrumentsPension Benefit PlansOther Benefit PlansUnrealized Gain (Loss) on InvestmentsTotal
2019
Balance January 1, 2019$(2,793)$(26)$(620)$79$—$(3,360)
Other comprehensive income (loss) before reclassifications(274)16(723)(159)—(1,140)
Amounts reclassified from accumulated other comprehensive income (loss)—125(1)—16
Net other comprehensive income (loss)(274)28(718)(160)—(1,124)
Impact of Internal Reorganizations1,123—91——1,214
Balance December 31, 2019$(1,944)$2$(1,247)$(81)$—$(3,270)
2020
Other comprehensive income (loss) before reclassifications$(26)$(81)$(191)$670$(10)$362
Amounts reclassified from accumulated other comprehensive income (loss)—1251—18
Net other comprehensive income (loss)(26)(69)(186)671(10)380
Balance December 31, 2020$(1,970)$(67)$(1,433)$590$(10)$(2,890)
2021
Other comprehensive income (loss) before reclassifications$(573)$143$996$25$3$594
Amounts reclassified from accumulated other comprehensive income (loss)—(4)41(646)7(602)
Net other comprehensive income (loss)(573)1391,037(621)10(8)
Balance December 31, 2021$(2,543)$72$(396)$(31)$—$(2,898)

1.The cumulative translation adjustment losses for the year ended December 31, 2021 was primarily driven by the strengthening of the U.S. Dollar ("USD") against the European Euro ("EUR"), Swiss franc ("CHF") and Turkish Lira (“TRY”). The cumulative translation adjustment losses for the year ended December 31, 2020 was primarily driven by the strengthening of the U.S. Dollar ("USD") against the Brazilian Real ("BRL"), partially offset by the weakening of the U.S. Dollar against the Swiss franc ("CHF") and European Euro ("EUR").

The tax (expense) benefit on the net activity related to each component of other comprehensive income (loss) was as follows:

For the Year Ended December 31,
(In millions)202120202019
Derivative instruments$(41)$24$(8)
Pension benefit plans - net(319)54231
Other benefit plans - net188(211)52
(Provision for) benefit from income taxes related to other comprehensive income (loss) items$(172)$(133)$275

F-52

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

A summary of the reclassifications out of accumulated other comprehensive loss is provided as follows:

(In millions)For the Year Ended December 31,
202120202019
Derivative Instruments1:$(13)$18$13
Tax (benefit) expense29(6)(1)
After-tax$(4)$12$12
Amortization of pension benefit plans:
Prior service (benefit) cost3,4$(2)$(1)$(1)
Actuarial (gains) losses3,4,55542
Settlement (gain) loss3,4,5134
Total before tax5465
Tax (benefit) expense2(13)(1)—
After-tax$41$5$5
Amortization of other benefit plans:
Prior service (benefit) cost3,4$(922)$—$—
Actuarial (gains) losses3,4811(1)
Curtailment (gain) loss(1)——
Total before tax(842)1(1)
Tax (benefit) expense2196——
After-tax$(646)$1$(1)
Unrealized (Gain) Loss on Investments****4$7$—$—
Tax (benefit) expense2———
After-tax$7$—$—
Total reclassifications for the period, after-tax$(602)$18$16

1.Reflected in cost of goods sold in the Consolidated Statements of Operations.

2.Reflected in provision for (benefit from) income taxes from continuing operations in the Consolidated Statements of Operations.

3.These accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit (credit) cost of the company's pension and other benefit plans. See Note 20 - Pension Plans and Other Post Employment Benefits, to the Consolidated Financial Statements, for additional information.

4.Reflected in other income - net in the Consolidated Statements of Operations.

5.A portion reflected in (loss) income from discontinued operations after income taxes for the year ended December 31, 2019.

F-53

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 20 - PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS

The company offers various long-term benefits to its employees. Where permitted by applicable law, the company reserves the right to change, modify or discontinue the plans.

Defined Benefit Pension Plans

The company has both funded and unfunded noncontributory defined benefit pension plans covering a majority of the U.S. employees and employees in a number of other countries. The principal U.S. pension plan is the largest pension plan held by Corteva. Effective January 1, 2007, a majority of new hires are not eligible to participate in the U.S. defined benefit pension plans. The company froze the pay and service amounts used to calculate the pension benefits for active employees who participate in these plans on November 30, 2018, resulting in the participants no longer accruing additional benefits.

The company's funding policy is consistent with the funding requirements of federal laws and regulations. Pension coverage for employees of the company's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded.

The company made total contributions of $49 million, $62 million, and $121 million to its pension plans other than the principal U.S. pension plan for the years ended December 31, 2021, 2020 and 2019, respectively. Corteva expects to contribute approximately $60 million to its pension plans other than the principal U.S. pension plan in 2022. The company does not anticipate making contributions to its principal U.S pension plan in 2022.

The weighted-average assumptions used to determine pension plan obligations for all pension plans are summarized in the table below:

Weighted-Average Assumptions used to Determine Benefit ObligationsDecember 31, 2021December 31, 2020
Discount rate2.82%2.44%
Rate of increase in future compensation levels12.55%2.54%

1.The rate of compensation increase excludes U.S. pension plans since the employees who participate in the U.S. pension plans no longer accrue additional benefits for future service and eligible compensation.

The weighted-average assumptions used to determine net periodic benefit costs for all pension plans are summarized in the table below:

Weighted-Average Assumptions used to Determine Net Periodic Benefit CostFor the Year Ended December 31,
202120202019
Discount rate2.44%3.19%4.19%
Rate of increase in future compensation levels12.54%2.60%2.84%
Expected long-term rate of return on plan assets5.73%6.25%6.24%

1.The rate of compensation increase excludes U.S. pension plans since the employees who participate in the U.S. pension plans no longer accrue additional benefits for future service and eligible compensation.

Other Post Employment Benefits

The company has historically provided medical, dental and life insurance benefits to certain pensioners and survivors. The majority of U.S. employees hired on or after January 1, 2007, and eligible employees under the age of 50 as of November 30, 2018, are not eligible to participate in the post-employment medical, dental and life insurance plans. Substantially all of the cost and liabilities for these retiree benefit plans are attributable to the U.S. benefit plans. The non-Medicare eligible retiree medical plan is contributory with costs shared between the company and pensioners and survivors. For Medicare eligible pensioners and survivors, Corteva provides a company-funded Health Reimbursement Arrangement ("HRA"). In December 2020, the company amended its retiree medical, dental and life insurance plans resulting in the company no longer providing retiree dental and life insurance benefits effective January 1, 2022 and Corteva’s portion of the cost of non-Medicare retiree medical coverage no longer being adjusted for cost increases, which capped the Corteva cost at the level in effect as of December 31, 2021 ("2020 OPEB Plan Amendments"). As a result of these changes, the company recorded a $(939) million decrease in OPEB benefit obligations as of December 31, 2020 with a corresponding prior service benefit within other comprehensive income for the year ended December 31, 2020. During 2021, a substantial amount of the prior service benefit within other comprehensive income (loss) in 2020 was recognized in other income - net in the Consolidated Statement of Operations.

F-54

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The company also provides disability benefits to employees. Employee disability benefit plans are insured in many countries. However, primarily in the U.S., such plans are generally self-insured. Obligations and expenses for self-insured plans are reflected in the change in projected benefit obligations table on page F-56.

The company's OPEB plans are unfunded and the cost of the approved claims is paid from operating cash flows. Pre-tax cash requirements to cover actual net claims costs and related administrative expenses were $198 million, $207 million, and $202 million for the years ended December 31, 2021, 2020 and 2019, respectively. Changes in cash requirements reflect the net impact of per capita health care costs, demographic changes, plan amendments and changes in participant premiums, co-pays and deductibles. In 2022, the company expects to contribute approximately $140 million for its OPEB plans.

The weighted-average assumptions used to determine benefit obligations for OPEB plans are summarized in the table below:

Weighted-Average Assumptions used to Determine Benefit ObligationsDecember 31, 2021December 31, 2020
Discount rate2.59%2.09%

The weighted-average assumptions used to determine net periodic benefit costs for the OPEB plans are summarized in the two tables below:

Weighted-Average Assumptions used to Determine Net Periodic Benefit CostFor the Year Ended December 31,
202120202019
Discount rate2.09%3.07%3.93%

As of December 31, 2021, health care cost trend rates do not impact the benefit obligations for the OPEB plans because of the 2020 OPEB Plan Amendments. For the year ended December 31, 2020 and 2019, the health care cost trend rate was assumed to be 7.0 percent and 7.2 percent for next year, respectively.

Assumptions

Within the U.S., the company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics. The expected long-term rate of return for each asset class is then weighted based on the strategic asset allocation approved by the governing body for the plan. The company's historical experience with the pension fund asset performance is also considered. For non-U.S. plans, assumptions reflect economic assumptions applicable to each country.

In the U.S., Corteva calculates service costs and interest costs by applying individual spot rates from a yield curve (based on high-quality corporate bond yields) to the separate expected cash flows components of service cost and interest cost. Service cost and interest cost for all other plans are determined on the basis of the single equivalent discount rates derived in determining those plan obligations.

The discount rates utilized to measure the pension and other post employment benefit obligations are based on the yield on high-quality corporate fixed income investments at the measurement date. Future expected actuarially determined cash flows are individually discounted at the spot rates under the Aon AA_Above Median yield curve (based on high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date. For non-U.S. benefit plans, historically the company utilized prevailing long-term high quality corporate bond indices to determine the discount rate, applicable to each country, at the measurement date.

The company adopts the most recently published mortality tables and mortality improvement scale released by the Society of Actuaries in measuring its U.S. pension and other post employment benefit obligations. The effect of these adoptions is amortized into net periodic benefit cost for the years following the adoption.

F-55

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Summarized information on the company's pension and other post employment benefit plans is as follows:

Change in Projected Benefit Obligations, Plan Assets and Funded Status
Defined Benefit Pension PlansOther Post Employment Benefits
(In millions)For the Year Ended December 31, 2021For the Year Ended December 31, 2020For the Year Ended December 31, 2021For the Year Ended December 31, 2020
Change in benefit obligations:
Benefit obligation at beginning of the period$21,682$21,004$1,571$2,591
Service cost252612
Interest cost3645592166
Plan participants' contributions323534
Actuarial (gain) loss(524)1,659(33)59
Benefits paid(1,490)(1,538)(233)(241)
Plan amendments(15)(3)—(939)
Other1(240)———
Effect of foreign exchange rates(30)(27)—(1)
Benefit obligations at end of the period$19,775$21,682$1,362$1,571
Change in plan assets:
Fair value of plan assets at beginning of the period$17,835$16,941$—$—
Actual return on plan assets1,6852,404——
Employer contributions4962198207
Plan participants' contributions323534
Benefits paid(1,490)(1,538)(233)(241)
Other1(240)———
Effect of foreign exchange rates(15)(36)——
Fair value of plan assets at end of the period$17,827$17,835$—$—
Funded status
U.S. plan with plan assets$(1,471)$(3,301)$—$—
Non-U.S. plans with plan assets(62)(98)——
All other plans 2,3(415)(448)(1,362)(1,571)
Funded status at end of the period$(1,948)$(3,847)$(1,362)$(1,571)

1.Relates to the transfer of certain benefit obligations and related assets associated with the principal U.S. pension plan to an insurance company through the purchase of nonparticipating group annuity contracts.

2.As of December 31, 2021 and December 31, 2020, $219 million and $249 million, respectively, of the benefit obligations are supported by funding under the Trust agreement, defined in the "Trust Assets" section below.

3.Includes pension plans maintained around the world where funding is not customary.

F-56

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Defined Benefit Pension PlansOther Post Employment Benefits
(In millions)December 31, 2021December 31, 2020December 31, 2021December 31, 2020
Amounts recognized in the Consolidated Balance Sheets:
Other Assets$4$7$—$—
Accrued and other current liabilities(46)(32)(144)(217)
Pension and other post employment benefits - noncurrent(1,906)(3,822)(1,218)(1,354)
Net amount recognized$(1,948)$(3,847)$(1,362)$(1,571)
Pretax amounts recognized in accumulated other comprehensive income (loss):
Net gain (loss)$(543)$(1,886)$(50)$(163)
Prior service benefit (cost)271417939
Pretax balance in accumulated other comprehensive income (loss) at end of year$(516)$(1,872)$(33)$776

The gain related to the change in pension and OPEB plan benefit obligations for the period ended December 31, 2021 is mainly due to an increase in discount rates.

The accumulated benefit obligation for all pensions plans was $19.7 billion and $21.6 billion at December 31, 2021 and 2020, respectively.

Pension Plans with Projected Benefit Obligations in Excess of Plan AssetsDecember 31, 2021December 31, 2020
(In millions)
Projected benefit obligations$19,519$21,513
Fair value of plan assets17,56717,659
Pension Plans with Accumulated Benefit Obligations in Excess of Plan AssetsDecember 31, 2021December 31, 2020
(In millions)
Accumulated benefit obligations$19,501$21,369
Fair value of plan assets17,56717,550

F-57

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

(In millions)Defined Benefit Pension PlansOther Post Employment Benefits
For the Year Ended December 31,For the Year Ended December 31,
Components of net periodic benefit (credit) cost and amounts recognized in other comprehensive income (loss)202120202019202120202019
Net Periodic Benefit (Credit) Cost:
Service cost$25$26$41$1$2$4
Interest cost364559769216684
Expected return on plan assets(915)(1,000)(1,078)———
Amortization of unrecognized loss (gain)5543811(1)
Amortization of prior service (benefit) cost(2)(1)(1)(922)——
Curtailment loss (gain)——(2)(1)——
Settlement loss134———
Net periodic benefit (credit) cost - Total$(472)$(409)$(264)$(820)$69$87
Less: Discontinued operations1——(14)———
Net periodic benefit (credit) cost - continuing operations$(472)$(409)$(250)$(820)$69$87
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Net gain (loss)$1,284$(247)$(970)$33$(59)$(211)
Amortization of unrecognized (gain) loss5542811(1)
Prior service benefit (cost)15311—939—
Amortization of prior service (benefit) cost(2)(1)(1)(922)——
Curtailment (gain) loss———(1)——
Settlement loss134———
Effect of foreign exchange rates3(2)5—1—
Total benefit (loss) recognized in other comprehensive income (loss), attributable to Corteva$1,356$(240)$(949)$(809)$882$(212)
Total recognized in net periodic benefit (credit) cost and other comprehensive income (loss)$1,828$169$(685)$11$813$(299)

1.Includes non-service related components of net periodic benefit credit of $(31) million for the year ended December 31, 2019.

Estimated Future Benefit Payments

The estimated future benefit payments, reflecting expected future service, as appropriate, are presented in the following table:

Estimated Future Benefit Payments at December 31, 2021Defined Benefit Pension PlansOther Post Employment Benefits
(In millions)
2022$1,459$144
20231,409134
20241,378126
20251,341118
20261,305112
Years 2027-20315,913399
Total$12,805$1,033

F-58

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Plan Assets

All pension plan assets in the U.S. are invested through a single master trust fund. The strategic asset allocation for this trust fund is approved by the Pension Investment Committee. The general principles guiding U.S. pension asset investment policies are those embodied in the Employee Retirement Income Security Act of 1974 ("ERISA"). These principles include discharging Corteva's investment responsibilities for the exclusive benefit of plan participants and in accordance with the "prudent expert" standard and other ERISA rules and regulations. Corteva establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Strategic asset allocations in other countries are selected in accordance with the laws and practices of those countries. Where appropriate, asset liability studies are utilized in this process. U.S. plan assets are managed by investment professionals employed by Corteva. The remaining assets are managed by professional investment firms unrelated to the company. Corteva's pension investment professionals have discretion to manage the assets within established asset allocation ranges approved by the Pension Investment Committee. Additionally, pension trust funds are permitted to enter into certain contractual arrangements generally described as "derivatives." Derivatives are primarily used to reduce specific market risks, hedge currency and adjust portfolio duration and asset allocation in a cost-effective manner.

The weighted-average target allocation for plan assets of the company's pension plans is summarized as follows:

Target Allocation for Plan AssetsDecember 31, 2021December 31, 2020
Asset Category
U.S. equity securities11%20%
Non-U.S. equity securities1116
Fixed income securities5851
Hedge funds22
Private market securities86
Real estate54
Cash and cash equivalents51
Total100%100%

U.S. equity investments are primarily large-cap companies. Global equity securities include varying market capitalization levels. Global fixed income investments include corporate-issued, government-issued and asset-backed securities. Corporate debt investments include a range of credit risk and industry diversification. U.S. fixed income investments are weighted heavier than non-U.S. fixed income securities. Other investments include cash and cash equivalents, hedge funds, real estate and private market securities such as interests in private equity and venture capital partnerships.

Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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

For pension plan assets classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources.

F-59

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Investment managers, fund managers, or investment contract issuers provide valuations of the investment on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate. Where available, audited financial statements are obtained and reviewed for the investments as support for the manager’s investment valuation.

The tables below present the fair values of the company's pension assets by level within the fair value hierarchy, as described in Note 2 - Summary of Significant Accounting Policies:

Basis of Fair Value MeasurementsTotalLevel 1Level 2Level 3
For the year ended December 31, 2021
(In millions)
Cash and cash equivalents$2,543$2,543$—$—
U.S. equity securities 12,4002,39424
Non-U.S. equity securities1,5231,523——
Debt – government-issued3,271—3,271—
Debt – corporate-issued4,591—4,5892
Debt – asset-backed682—682—
Private market securities3——3
Real estate26——26
Other78—375
Subtotal$15,117$6,460$8,547$110
Investments measured at net asset value
Debt - government issued37
Debt - corporate issued7
U.S. equity securities33
Non-U.S. equity securities34
Hedge funds394
Private market securities1,822
Real estate funds759
Total investments measured at net asset value$3,086
Other items to reconcile to fair value of plan assets
Pension trust receivables 2655
Pension trust payables 3(1,031)
Total$17,827

1.The Corteva pension plans directly held $201 million (approximately 1 percent of total plan assets) of Corteva, Inc. common stock at December 31, 2021.

2.Primarily receivables for investments securities sold.

3.Primarily payables for investment securities purchased.

F-60

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Basis of Fair Value Measurements
For the year ended December 31, 2020
(In millions)TotalLevel 1Level 2Level 3
Cash and cash equivalents$2,616$2,616$—$—
U.S. equity securities13,9053,89825
Non-U.S. equity securities2,1942,18923
Debt – government-issued3,569—3,569—
Debt – corporate-issued2,579—2,5763
Debt – asset-backed616—616—
Private market securities3——3
Real estate28——28
Other76—373
Subtotal$15,586$8,703$6,768$115
Investments measured at net asset value
Debt - government issued36
Debt - corporate issued7
U.S. equity securities32
Non-U.S. equity securities32
Hedge funds391
Private market securities1,381
Real estate funds590
Total investments measured at net asset value$2,469
Other items to reconcile to fair value of plan assets
Pension trust receivables2214
Pension trust payables3(434)
Total$17,835

1.The Corteva pension plans directly held $165 million (approximately 1 percent of total plan assets) of Corteva, Inc. at December 31, 2020.

2.Primarily receivables for investments securities sold.

3.Primarily payables for investment securities purchased.

F-61

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The following table summarizes the changes in fair value of Level 3 pension plan assets for the years ended December 31, 2020 and 2019:

Fair Value Measurement of Level 3 Pension Plan AssetsU.S. equity securitiesNon-U.S. equity securitiesDebt – corporate-issuedPrivate market securitiesReal estateOtherTotal
(In millions)
Balance at January 1, 2020$9$4$4$2$33$—$52
Actual return on assets:
Relating to assets sold during the year ended December 31, 2020(25)(6)(7)———(38)
Relating to assets held at December 31, 202021551(5)734
Purchases, sales and settlements, net—————55
Transfers in or out of Level 3, net——1——6162
Balance at December 31, 2020$5$3$3$3$28$73$115
Actual return on assets:
Relating to assets sold during the year ended December 31, 20211(1)(5)———(5)
Relating to assets held at December 31, 2021(3)(1)6—(2)(2)(2)
Purchases, sales and settlements, net1(1)(2)——42
Balance at December 31, 2021$4$—$2$3$26$75$110

Trust Assets

EID entered into a trust agreement in 2013 (as amended and restated in 2017) that established and requires EID to fund the Trust for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement. Under the Trust agreement, the consummation of the Merger was a change in control event. As a result, in November 2017, EID contributed $571 million to the Trust. At the Separation, Corteva transferred $39 million to DuPont. During the years ended December 31, 2021 and 2020, $43 million and $65 million, respectively, was distributed to EID according to the Trust agreement, and at December 31, 2021 and 2020, the balance in the Trust was $304 million and $347 million, respectively. The Trust Assets are classified as current restricted cash equivalents and included within other current assets in the Consolidated Balance Sheets. See Note 9 - Supplementary Information, to the Consolidated Financial Statements, for further information.

Defined Contribution Plans

Corteva provides defined contribution benefits to its employees. The most significant is the U.S. Retirement Savings Plan ("the Plan"), which covers almost all of the U.S. full-service employees. This Plan includes a non-leveraged Employee Stock Ownership Plan ("ESOP"). Employees are not required to participate in the ESOP and those who do are free to diversify out of the ESOP. The purpose of the Plan is to provide retirement savings benefits for employees and to provide employees an opportunity to become stockholders of the company. The Plan is a tax qualified contributory profit sharing plan, with cash or deferred arrangement and any eligible employee of Corteva may participate. Currently, Corteva contributes 100 percent of the first 6 percent of the employee's contribution election and also contributes 3 percent of each eligible employee's eligible compensation regardless of the employee's contribution.

Corteva's contributions to the Plan were $63 million, $94 million, and $142 million for the years ended December 31, 2021, 2020 and 2019, respectively. Corteva's matching contributions vest immediately upon contribution. The 3 percent nonmatching company contribution vests after employees complete three years of service. In addition, Corteva made contributions to other defined contribution plans of $29 million, $33 million, and $46 million for the years ended December 31, 2021, 2020 and 2019, respectively. Included in Corteva's contributions are amounts related to discontinued operations of $73 million for the year ended December 31, 2019.

F-62

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 21 - STOCK-BASED COMPENSATION

Prior to the Corteva Distribution, Corteva employees held equity awards, including stock options, share appreciation rights (“SARs”), restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), which were denominated in DowDuPont common stock and, in some cases, in Dow Inc. common stock, and which had originally been issued under the DuPont Equity and Incentive Plan ("EIP"), the Dow Chemical Company 2012 Stock Incentive Plan or the Dow Chemical Company 1988 Award and Option Plan.

As discussed in Note 18 - Commitment and Contingent Liabilities, on April 1, 2019 the company entered into an employee matters agreement (the "EMA") with DuPont and Dow that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments will occur. With some exceptions, the EMA provides for the equitable adjustment of existing equity incentive compensation awards denominated in the common stock of DowDuPont to reflect the occurrence of the Distributions.

In connection with the Separation on June 1, 2019, outstanding DowDuPont-denominated stock options, SARs, RSU and PSU awards were converted into Corteva-denominated awards under the “Employer Method,” or into both DuPont-denominated awards and Corteva-denominated awards under the “Shareholder Method,” using a formula designed to preserve the intrinsic value of the awards immediately prior to and subsequent to the Corteva Separation. The awards have the same terms and conditions under the applicable plans and award agreements prior to the Separation transactions. The conversions of equity awards did not have a material impact to the company’s consolidated financial statements.

On June 1, 2019 (“Adoption Date”), in connection with the Separation, the Omnibus Incentive Plan (the "OIP") became effective. Under the OIP, the company may grant incentive awards, including stock options (both “incentive stock options” and nonqualified stock options), share appreciation rights, restricted shares, restricted stock units, other share-based awards and cash awards, to its and its subsidiaries’ eligible employees, non-employee directors, independent contractors and consultants following the Separation until the tenth anniversary of the Adoption Date, subject to an aggregate limit and annual individual limits. Under the OIP, the maximum number of shares reserved for the grant or settlement of awards is 20 million shares, excluding shares underlying certain exempt awards, such as the awards converted to Corteva-denominated awards pursuant to the Separation. At December 31, 2021, approximately 12 million shares were authorized for future grants under the OIP. The company generally satisfies stock option exercises and the vesting of RSUs and PSUs with newly issued shares of Corteva common stock, although RSU awards granted under Historical Dow plans in certain countries are settled in cash.

The compensation committee determines the long-term incentive mix, including stock options, RSUs and PSUs and may authorize new grants annually. The company estimates expected forfeitures.

The total stock-based compensation cost included in income (loss) from continuing operations before income taxes within the Consolidated Statement of Operations was $79 million, $73 million, and $84 million for the years ended December 31, 2021, 2020 and 2019, respectively. The income tax benefits related to stock-based compensation arrangements were $(15) million, $(15) million, and $(17) million for the years ended December 31, 2021, 2020 and 2019, respectively.

Stock Options

The exercise price of shares subject to option is equal to the market price of the company's stock on the date of grant. All options vest serially over a period of three years. Stock option awards granted under the OIP between June 2019 and 2020 expire 10 years after the grant date. Stock option awards granted under the EIP (previous plan) between 2014 and 2015 expire seven years after the grant date and options granted between 2016 and May 2019 expire 10 years after the grant date. Stock option awards granted under the Historical Dow plans subsequent to 2010 expire 10 years after the grant date.

To measure the fair value of the awards on the date of grant, the company used the Black-Scholes option pricing model and the assumptions set forth in the below table. Under the OIP, the weighted-average grant-date fair value of options granted for the years ended December 31, 2021 and 2020 was $11.77 and $6.06, respectively. Under the EIP, the weighted-average grant-date fair value of options granted for the years ended December 31, 2019 was $7.29.

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Notes to the Consolidated Financial Statements (continued)

Weighted-Average AssumptionsOIPEIP
For the year ended December 31, 2021For the year ended December 31, 2020For the year ended December 31, 2019
Dividend yield1.14%1.67%1.55%
Expected volatility29.44%23.14%19.80%
Risk-free interest rate1.0%1.3%2.4%
Expected life of stock options granted during period (years)6.06.06.1

Under the OIP, the company determined the dividend yield by dividing the annualized dividend on Corteva’ s Common Stock by the option exercise price. A historical daily measurement of volatility is determined based on the expected life of the option granted. For the years ended December 31, 2021 and 2020, the measurement of volatility is based on the average volatility of eight of Corteva's peer companies. Corteva's peer volatility is based on the historical volatility of each business respectively. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by utilizing the simplified method for estimating expected term as referenced under ASC 718 – Share based Payments.

Under the EIP, the company determined the dividend yield by dividing the annualized dividend on DowDuPont's Common Stock by the option exercise price.

A historical daily measurement of volatility is determined based on the expected life of the option granted. For the year ended December 31, 2019, the measurement of volatility is based on weighted average of the individual peer volatilities of DuPont and Corteva based on the size of each business respectively. DuPont and Corteva peer volatility are based on a 50/50 blend of historical volatility and implied volatility. Both volatility measures are based on the average of five peer companies for DuPont and eight peer companies for Corteva.

The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to the company's historical experience.

The following table summarizes stock option activity for year ended December 31, 2021 under the OIP:

Stock OptionsFor the Year Ended December 31, 2021
Number of Shares (in thousands)Weighted Average Exercise Price (per share)Weighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 20218,998$34.215.27$50,077
Granted84945.37
Exercised(3,206)32.44
Forfeited/Expired(218)33.39
Outstanding at December 31, 20216,423$36.655.69$68,219
Exercisable at December 31, 20214,739$36.154.76$52,726

The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between the closing stock price on the last trading day of the December 31, 2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at period end. Under the OIP, the total intrinsic value of options exercised for the years ended December 31, 2021 and 2020 were $43 million, and $21 million, respectively. The company recognized tax benefits from options exercised for the years ended December 31, 2021 and 2020 of $(8) million and $(4) million, respectively.

Under the EIP, the total intrinsic value of options exercised for the year ended December 31, 2019 was $16 million. The company recognized tax benefits from options exercised for the year ended December 31, 2019 of $(3) million.

As of December 31, 2021, $4 million of total unrecognized pre-tax compensation expense related to nonvested stock options is expected to be recognized over a weighted-average period of about 1.20 years.

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Notes to the Consolidated Financial Statements (continued)

Restricted Stock Units and Performance Share Units

RSUs granted under the EIP serially vest over 3 years. RSUs granted under the Historical Dow plans vest after a designated period, generally 1 year to 3 years. RSUs granted under the OIP serially vest over 3 years. Upon vesting, these RSUs convert one-for-one to Corteva Common Stock. A retirement-eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. Additional RSUs are also granted periodically to key senior management employees. These RSUs generally vest over periods ranging from 3 years to 5 years. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.

The company grants PSUs to senior leadership. In 2021, there were 343,632 PSUs granted. Vesting for PSUs granted in 2021 and 2020 is partially based on the realization of the Company’s improvement of its Return on Invested Capital (“ROIC”) and Operating Earnings Per Share (EPS) during the Performance Period. Vesting for PSUs granted in 2019 is partially based on the realization of the Company’s improvement of its Return on Invested Capital (“ROIC”) and Operating EBITDA during the Performance Period. Performance and payouts are determined independently for each metric. The actual award, delivered in Corteva Common Stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant date fair value of the PSUs granted in 2021 of $45.37 was based upon the market price of the underlying common stock as of the grant date.

Nonvested awards of RSUs and PSUs are shown below.

RSUs & PSUsFor the Year Ended December 31, 2021
Number of Shares (in thousands)Weighted Average Grant Date Fair Value (per share)
Nonvested at January 1, 20215,883$31.54
Granted1,536$45.30
Vested(1,583)$35.59
Forfeited(234)$32.99
Nonvested at December 31, 20215,602$34.11

The total fair value of stock units vested under the OIP for the years ended December 31, 2021 and 2020 was $56 million and $49 million, respectively. The weighted-average grant-date fair value of stock units granted under the OIP for the years ended December 31, 2021 and 2020 was $45.30 and $31.15, respectively.

The total fair value of stock units vested under the EIP during the years ended December 31, 2019 was $79 million. The weighted-average grant-date fair value of stock units granted under the EIP for the year ended December 31, 2019 was $52.19.

As of December 31, 2021, $45 million of total unrecognized pre-tax compensation expense related to RSUs and PSUs is expected to be recognized over a weighted average period of 1.13 years.

NOTE 22 - FINANCIAL INSTRUMENTS

At December 31, 2021 and 2020, the company had $3,400 million and $2,511 million, respectively, of held-to-maturity securities (primarily time deposits and money market funds) classified as cash equivalents, as these securities had maturities of three months or less at the time of purchase; and $86 million and $43 million at December 31, 2021 and 2020, respectively, of held-to-maturity securities (primarily time deposits) classified as marketable securities as these securities had maturities of more than three months to less than one year at the time of purchase. The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value. Additionally, at December 31, 2020, the company had $226 million of available-for-sale securities (see below "Debt Securities" for further discussion). The above noted securities are included in cash and cash equivalents, marketable securities, and other current assets in the Consolidated Balance Sheets.

Derivative Instruments

Objectives and Strategies for Holding Derivative Instruments

In the ordinary course of business, the company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency and commodity price risks. The company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps. The company has not designated any non-derivatives as hedging instruments.

The company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges, and multinational grain exporters. The company is exposed to credit loss in the event of nonperformance by these counterparties. The company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.

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

Notional Amounts (In millions)December 31, 2021December 31, 2020
Derivatives designated as hedging instruments:
Foreign currency contracts$1,252$1,164
Commodity contracts$845$383
Derivatives not designated as hedging instruments:
Foreign currency contracts$103$647
Commodity contracts$4$—

Foreign Currency Risk

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

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

The company uses foreign exchange contracts to offset its net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of its operations. The primary business objective of this hedging program is to maintain an approximately balanced position in foreign currencies so that exchange gains and losses resulting from exchange rate changes, after related tax effects, are minimized. The company also uses foreign currency exchange contracts to offset a portion of the company's exposure to certain forecasted transactions as well as the translation of foreign currency-denominated earnings. The company also uses commodity contracts to offset risks associated with foreign currency devaluation in certain

countries.

Commodity Price Risk

Commodity price risk management programs serve to reduce exposure to price fluctuations on purchases of inventory such as corn and soybeans. The company enters into over-the-counter and exchange-traded derivative commodity instruments to hedge the commodity price risk associated with agricultural commodity exposures.

Derivatives Designated as Cash Flow Hedges

Commodity Contracts

The company enters into over-the-counter and exchange-traded derivative commodity instruments, including options, futures and swaps, to hedge the commodity price risk associated with agriculture commodity exposures.

While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two years. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction is probable of not occurring.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

The following table summarizes the after-tax effect of commodity contract cash flow hedges on accumulated other comprehensive loss:

For the Year Ended December 31,
(In millions)202120202019
Beginning balance$(16)$2$(26)
Additions and revaluations of derivatives designated as cash flow hedges92(44)16
Clearance of hedge results to earnings(29)2612
Ending balance$47$(16)$2

At December 31, 2021, an after-tax net gain of $36 million is expected to be reclassified from accumulated other comprehensive loss into earnings over the next twelve months.

Foreign Currency Contracts

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

While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two years. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction is not probable of occurring.

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

loss:

(In millions)For the Year Ended December 31, 2021For the Year Ended December 31, 2020
Beginning balance$(17)$—
Additions and revaluations of derivatives designated as cash flow hedges24(3)
Clearance of hedges results to earnings25(14)
Ending balance$32$(17)

At December 31, 2021, an after-tax net gain of $32 million is expected to be reclassified from accumulated other comprehensive loss into earnings over the next twelve months.

Derivatives Designated as Net Investment Hedges

Foreign Currency Contracts

The company has designated €450 million of forward contracts to exchange EUR as net investment hedges. The purpose of these forward contracts is to mitigate FX exposure related to a portion of the company’s Euro net investments in certain foreign subsidiaries against changes in Euro/USD exchange rates. These hedges will expire and be settled in 2023, unless terminated early at the discretion of the company.

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

Derivatives not Designated in Hedging Relationships

Foreign Currency Contracts

The company uses foreign exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The company also uses foreign currency exchange contracts to offset a portion of the company’s exposure to the translation of certain foreign currency-denominated earnings so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated earnings over the relevant aggregate period.

Commodity Contracts

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

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

with durations less than one year, to buy and sell USD priced commodities in order to reduce its exposure to currency devaluation for a portion of its local currency cash balances. Counterparties to the forward sales agreements are multinational grain exporters and subject to the company’s financial risk management procedures.

Fair Value of Derivative Instruments

Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Consolidated Balance Sheets. The presentation of the company's derivative assets and liabilities is as follows:

December 31, 2021
(In millions)Balance Sheet LocationGrossCounterparty and Cash Collateral Netting****1Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
Derivatives designated as hedging instruments:
Foreign currency contractsOther current assets$37$—$37
Derivatives not designated as hedging instruments:
Foreign currency contractsOther current assets31(20)11
Commodity contractsOther current assets3—3
Total asset derivatives$71$(20)$51
Liability derivatives:
Derivatives designated as hedging instruments:
Foreign currency contractsAccrued and other current liabilities$1$—$1
Derivatives not designated as hedging instruments:
Foreign currency contractsAccrued and other current liabilities23$(20)3
Commodity contractsAccrued and other current liabilities2—2
Total liability derivatives$26$(20)$6

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

December 31, 2020
(In millions)Balance Sheet LocationGrossCounterparty and Cash Collateral Netting****1Net Amounts Included in the Consolidated Balance Sheet
Asset derivatives:
Derivatives designated as hedging instruments:
Foreign currency contractsOther current assets$15$—$15
Derivatives not designated as hedging instruments:
Foreign currency contractsOther current assets40(40)—
Total asset derivatives$55$(40)$15
Liability derivatives:
Derivatives designated as hedging instruments:
Foreign currency contractsAccrued and other current liabilities$38$—$38
Derivatives not designated as hedging instruments:
Foreign currency contractsAccrued and other current liabilities97(40)57
Total liability derivatives$135$(40)$95
  1. Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.

Effect of Derivative Instruments

Amount of Gain (Loss) Recognized in OCI****1 - Pre-Tax
For the Year Ended December 31,
(In millions)202120202019
Derivatives designated as hedging instruments:
Net investment hedges:
Foreign currency contracts$37$(45)$—
Cash flow hedges:
Foreign currency contracts27(4)—
Commodity contracts129(62)23
Total derivatives designated as hedging instruments$193$(111)$23

1.OCI is defined as other comprehensive income (loss).

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

(in millions)Amount of (Loss) Gain Recognized in Income - Pre-Tax****1
For the Year Ended December 31,
202120202019
Derivatives designated as hedging instruments:
Cash flow hedges:
Foreign currency contracts2$(29)$17$—
Commodity contracts242(35)(13)
Total derivatives designated as hedging instruments13(18)(13)
Derivatives not designated as hedging instruments:
Foreign currency contracts31889(58)
Foreign currency contracts2(14)14—
Commodity contracts2(18)99
Total derivatives not designated as hedging instruments(14)112(49)
Total derivatives$(1)$94$(62)

1.For cash flow hedges, this represents the portion of the gain (loss) reclassified from accumulated OCI into income during the period.

2.Recorded in cost of goods sold.

3.Gain recognized in other income - net was partially offset by the related gain on the foreign currency-denominated monetary assets and liabilities of the company's operations. See Note 9 - Supplementary Information, to the Consolidated Financial Statements for additional information.

Debt Securities

The estimated fair value of the available-for-sale securities as of December 31, 2020 was determined using Level 1 inputs within the fair value hierarchy. Level 1 measurements were based on quoted market prices in active markets for identical assets and liabilities. The available-for-sale securities at of December 31, 2020 are held by certain foreign subsidiaries in which the USD is not the functional currency. The fluctuations in foreign exchange are recorded in accumulated other comprehensive loss within the Consolidated Statements of Equity. These fluctuations are subsequently reclassified from accumulated other comprehensive income (loss) to earnings in the period in which the marketable securities are sold and the gains and losses on these securities offset a portion of the foreign exchange fluctuations in earnings for the company.

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

Investing ResultsFor the Year Ended December 31,
(In millions)2021
Proceeds from sales of available-for-sale securities$226
Gross realized losses$(7)

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 23 - FAIR VALUE MEASUREMENTS

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

December 31, 2021Significant Other Observable Inputs
(In millions)Level 1Level 2
Assets at fair value:
Marketable securities$—$86
Derivatives relating to:1
Foreign currency—68
Equity securities248—
Total assets at fair value$48$154
Liabilities at fair value:
Derivatives relating to:1
Foreign currency—24
Total liabilities at fair value$—$24
December 31, 2020Significant Other Observable Inputs
(In millions)Level 1Level 2
Assets at fair value:
Marketable securities$—$43
Debt securities:
U.S. treasuries3226—
Derivatives relating to:1
Foreign currency—55
Total assets at fair value$226$98
Liabilities at fair value:
Derivatives relating to:1
Foreign currency$—$135
Total liabilities at fair value$—$135

1.See Note 22 - Financial Instruments, to the Consolidated Financial Statements, for the classification of derivatives in the Consolidated Balance Sheets.

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

  2. The company's investments in U.S. treasuries, which are primarily available-for-sale, are included in "marketable securities" in the Consolidated Balance Sheets.

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

For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. For time deposits classified as held-to-maturity investments and reported at amortized cost, fair value is based on an observable interest rate for similar securities. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.

For all other assets and liabilities for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models. See Note 22 - Financial Instruments, to the Consolidated Financial Statements, for further information on the types of instruments used by the company for risk management.

There were no transfers between Levels 1 and 2 during the years ended December 31, 2021 and 2020.

For assets classified as Level 3 measurements, the fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity. The fair value of the company’s interests held in trade receivable conduits is determined by calculating the expected amount of cash to be received using the key input of anticipated credit losses in the portfolio of receivables sold that have not yet been collected. Given the short-term nature of the underlying receivables, discount rate and prepayments are not factors in determining the fair value of the interests.

Fair Value Measurements on a Nonrecurring Basis

The following table summarizes the basis used to measure certain assets at fair value on a nonrecurring basis:

Basis of Fair Value Measurements on a Nonrecurring BasisSignificant Other Unobservable Inputs (Level 3)Total Losses
(In millions)
2019
Assets at fair value:
Developed technology$—$(1)
Other intangible assets$—$(6)
IPR&D$—$(137)

During the third and fourth quarter of 2019, the company recorded impairment charges to developed technology, other intangible assets, and IPR&D. See Note 7 - Restructuring and Asset Related Charges - Net, and Note 15 - Goodwill and Other Intangible Assets, to the Consolidated Financial Statements, for further discussion of these fair value measurements.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 24 - GEOGRAPHIC INFORMATION

Sales are attributed to geographic areas based on customer location; long-lived assets are attributed to geographic areas based on asset location.

Net Sales
For the Year Ended December 31,
(In millions)202120202019
United States$6,782$6,510$6,255
Canada754658674
EMEA3,1232,8422,740
Latin America13,5452,8052,889
Asia Pacific1,4511,4021,288
Total$15,655$14,217$13,846

1.Net sales for Brazil for the years ended December 31, 2021, 2020 and 2019 were $2,315 million, $1,724 million and $1,794 million, respectively.

Net Property
(In millions)202120202019
United States$3,051$3,014$3,069
Canada114122125
EMEA566601566
Latin America468510608
Asia Pacific130149178
Total$4,329$4,396$4,546

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 25 - SEGMENT INFORMATION

Corteva’s reportable segments reflects the manner in which its chief operating decision maker ("CODM") allocates resources and assesses performance, which is at the operating segment level (seed and crop protection). For purposes of allocating resources to the segments and assessing segment performance, segment operating EBITDA is the primary measure used by Corteva’s CODM. The company defines segment operating EBITDA as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, corporate expenses, non-operating (benefits) costs, foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items. Effective January 1, 2021, on a prospective basis, the company excludes from segment operating EBITDA net unrealized gain or loss from mark-to- market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. Non-operating (benefits) costs consists of non-operating pension and other post-employment benefit (OPEB) costs, tax indemnification adjustments, environmental remediation and legal costs associated with legacy EID businesses and sites, and the 2021 officer indemnification payment. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense. Net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting represents the non-cash net gain (loss) from changes in fair value of certain undesignated foreign currency derivative contracts. Upon settlement, which is within the same calendar year of execution of the contract, the realized gain (loss) from the changes in fair value of the non-qualified foreign currency derivative contracts will be reported in the respective segment results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to fair value volatility. For the year ended December 31, 2019, segment operating EBITDA is calculated on a pro forma basis, as this is the manner in which the CODM assesses performance and allocates resources or expense.

Pro forma adjustments used in the calculation of pro forma segment operating EBITDA for the year ended December 31, 2019 were determined in accordance with Article 11 of Regulation S-X that was in effect prior to recent amendments. These adjustments give effect to 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.

Corporate Profile

The company conducts its global operations through the following reportable segments:

Seed

The company’s seed segment is a global leader in developing and supplying advanced germplasm and traits that produce optimum yield for farms around the world. The segment is a leader in many of the company’s key seed markets, including North America corn and soybeans, Europe corn and sunflower, as well as Brazil, India, South Africa and Argentina corn. The segment offers trait technologies that improve resistance to weather, disease, insects and herbicides used to control weeds, and trait technologies that enhance food and nutritional characteristics. In addition, the segment provides digital solutions that assist farmer decision-making with a view to optimize product selection and, ultimately, help maximize yield and profitability.

Crop Protection

The crop protection segment serves the global agricultural input industry with products that protect against weeds, insects and other pests, and disease, and that improve overall crop health both above and below ground via nitrogen management and seed-applied technologies. The segment is a leader in global herbicides, insecticides, nitrogen stabilizers and pasture and range management herbicides.

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Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

(In millions)SeedCrop ProtectionTotal
As of and for the Year Ended December 31, 2021
Net sales$8,402$7,253$15,655
Segment operating EBITDA$1,512$1,202$2,714
Depreciation and amortization$866$377$1,243
Segment assets$23,270$12,428$35,698
Investments in nonconsolidated affiliates$29$47$76
Purchases of property, plant and equipment$237$336$573
As of and for the Year Ended December 31, 2020
Net sales$7,756$6,461$14,217
Segment operating EBITDA$1,208$1,004$2,212
Depreciation and amortization$798$379$1,177
Segment assets$23,751$13,099$36,850
Investments in nonconsolidated affiliates$22$44$66
Purchases of property, plant and equipment$225$250$475
As of and for the Year Ended December 31, 2019
Net sales$7,590$6,256$13,846
Pro forma segment operating EBITDA$1,040$1,066$2,106
Depreciation and amortization$628$372$1,000
Segment assets1$25,387$13,492$38,879
Investments in nonconsolidated affiliates$27$39$66
Purchase of property, plant and equipment$373$293$666

1.On June 1, 2019, as a result of changes in reportable segments, $3,382 million of goodwill was reallocated from the seed reportable segment to the crop protection reportable segment. This change was not reflected in segment assets prior to June 1, 2019.

Reconciliation to Consolidated Financial Statements

Income (loss) from continuing operations after income taxes to segment operating EBITDAFor the Year Ended December 31,
(In millions)202120202019
Income (loss) from continuing operations after income taxes$1,822$756$(270)
Provision for (benefit from) income taxes on continuing operations524(81)(46)
Income (loss) from continuing operations before income taxes2,346675(316)
Depreciation and amortization1,2431,1771,000
Interest income(77)(56)(59)
Interest expense3045136
Exchange (gains) losses - net 15417466
Non-operating (benefits) costs - net(1,256)(316)(129)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges2—
Significant items236388991
Pro forma adjustments298
Corporate expenses138125119
Segment operating EBITDA3$2,714$2,212$2,106

1.Excludes a $(33) million foreign exchange loss for the year ended December 31, 2019 associated with the devaluation of the Argentine peso. See Note 9 - Supplementary Information, to the Consolidated Financial Statements, for additional information.

2.Effective January 1, 2021, on a prospective basis, the company excludes net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. There were no unrealized mark-to-market (gains) losses for the years ended December 31, 2020 and 2019.

3.The year ended December 31, 2019 is presented on a pro forma basis, prepared in accordance with Article 11 of Regulation S-X that was in effect prior to recent amendments.

F-75

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Segment assets to total assets (in millions)December 31, 2021December 31, 2020
Total segment assets$35,698$36,850
Corporate assets6,6465,799
Total assets$42,344$42,649
Other Items (in millions)Segment TotalsAdjustments 1Consolidated Totals
For the Year Ended December 31, 2019
Depreciation and amortization$1,000$599$1,599
Purchase of property, plant and equipment$666$497$1,163

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

F-76

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

Significant Pre-tax (Charges) Benefits Not Included in Segment Operating EBITDA

The years ended December 31, 2021, 2020 and 2019, respectively, included the following significant pre-tax (charges) benefits which are excluded from segment operating EBITDA:

(In millions)SeedCrop ProtectionCorporateTotal
For the Year Ended December 31, 2021
Restructuring and Asset Related Charges - Net 1$(152)$(59)$(78)$(289)
Equity securities mark-to-market gain (loss)47——47
Employee Retention Credit3723—60
Contract termination(30)(24)—(54)
Total$(98)$(60)$(78)$(236)
(In millions)SeedCrop ProtectionCorporateTotal
For the Year Ended December 31, 2020
Restructuring and Asset Related Charges - Net 1$(165)$(109)$(61)$(335)
Loss on Divestiture 2—(53)—(53)
Total$(165)$(162)$(61)$(388)
(In millions)SeedCrop ProtectionCorporateTotal
For the Year Ended December 31, 2019****3
Restructuring and Asset Related Charges - Net 1$(213)$(23)$14$(222)
Integration and Separation Costs 4——(632)(632)
Loss on Divestiture 5(24)——(24)
Amortization of Inventory Step Up 6(67)——(67)
Loss on Early Extinguishment of Debt 7——(13)(13)
Argentina Currency Devaluation 8——(33)(33)
Total$(304)$(23)$(664)$(991)

1.Includes Board approved restructuring plans and asset related charges as well as accelerated prepaid amortization. See Note 7 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.

2.Includes a loss recorded in other income - net related to the sale of the La Porte site.

3.The year ended December 31, 2019 is presented on a pro forma basis, prepared in accordance with Article 11 of Regulation S-X that was in effect prior to recent amendments.

4.Integration and separation costs include costs incurred to prepare for and close the Merger, post-Merger integration expenses, and costs incurred to prepare for the Internal Reorganizations. Beginning in the second quarter of 2019, this includes both integration and separation costs.

5.Includes a loss recorded in other income - net related to DAS's sale of a joint venture related to synergy actions.

6.Includes a charge related to the amortization of the inventory that was stepped up to fair value in connection with the Merger.

7.Includes a loss on early extinguishment of debt related to the difference between the redemption price and the par value of the Make Whole Notes and Term Loan Facility, partially offset by the write-off of unamortized step-up related to the fair value step-up of EID's debt.

8.Includes a charge included in other income - net associated with remeasuring the company’s Argentine Peso net monetary assets, resulting from an unexpected August primary election result in Argentina. Throughout the three months ended September 30, 2019, the Argentine Peso dropped approximately a third of its value against the US dollar and in September of 2019, the country’s central bank announced new restrictions on foreign currency transactions.

F-77

Corteva, Inc.

Notes to the Consolidated Financial Statements (continued)

NOTE 26 - SUBSEQUENT EVENTS

In February 2022, the company entered into a new committed receivable repurchase facility of up to $500 million (the "2022 Repurchase Facility"), which expires in December 2022. Under the 2022 Repurchase Facility, Corteva may sell a portfolio of available and eligible outstanding customer notes receivables to participating institutions and simultaneously agree to repurchase at a future date. The 2022 Repurchase Facility is considered a secured borrowing with the customer notes receivables inclusive of those that are sold and repurchased, equal to 105 percent of the outstanding amounts borrowed utilized as collateral. Borrowings under the 2022 Repurchase Facility will have an interest rate equal to the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus a margin of 0.75 percent.

F-78

E. I. du Pont de Nemours and Company

Index to the Consolidated Financial Statements

Page(s)
Management's Reports on Responsibility for Financial Statements and Internal Control over Financial ReportingF-80
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)F-81
Consolidated Financial Statements:
Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019F-83
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020, and 2019F-84
Consolidated Balance Sheets as of December 31, 2021 and 2020F-85
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019F-86
Consolidated Statements of Equity for the years ended December 31, 2021, 2020, and 2019F-88
Notes to the Consolidated Financial StatementsF-89

F-79

Management's Reports on Responsibility for Financial Statements and

Internal Control over Financial Reporting

Management's Report on Responsibility for Financial Statements

Management is responsible for the Consolidated Financial Statements and the other financial information contained in this Annual Report on Form 10-K. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are considered by management to present fairly EID's financial position, results of operations and cash flows. The financial statements include some amounts that are based on management's best estimates and judgments. The financial statements have been audited by EID's independent registered public accounting firm, PricewaterhouseCoopers LLP. The purpose of their audit is to express an opinion as to whether the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, EID's financial position, results of operations and cash flows in conformity with GAAP. Their report is presented on the following pages.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. EID's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. EID's internal control over financial reporting includes those policies and procedures that:

i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of EID;

ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of EID are being made only in accordance with authorization of management and directors of EID; and

iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of EID's assets that could have a material effect on the financial statements.

Internal control over financial reporting has certain inherent limitations which may not prevent or detect misstatements. In addition, changes in conditions and business practices may cause variation in the effectiveness of internal controls.

Management assessed the effectiveness of EID's internal control over financial reporting as of December 31, 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 EID maintained effective internal control over financial reporting as of December 31, 2021.

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

ctva-20211231_g6.jpg ctva-20211231_g7.jpg

Charles V. Magro Chief Executive Officer and DirectorDavid J. Anderson Executive Vice President, Chief Financial Officer and Director

February 10, 2022

F-80

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of E. I. du Pont de Nemours and Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of E. I. du Pont de Nemours and Company and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021 appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-81

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill (Seed Reporting Unit) Impairment Assessment

As described in Notes 2 and 15 to the Corteva, Inc. consolidated financial statements, the Company’s consolidated goodwill balance was $10.1 billion as of December 31, 2021, and the goodwill associated with the seed reporting unit was $5.4 billion. Management tests goodwill for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. Management performs an annual goodwill impairment test in the fourth quarter. If management chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. Management performed quantitative testing on its seed reporting unit and determined that no goodwill impairment existed in 2021. Management determined fair value for the seed reporting unit using a discounted cash flow model. Management’s significant assumptions in this analysis included future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

The principal considerations for our determination that performing procedures relating to the seed reporting unit goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value of the seed reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, the weighted average cost of capital, and the terminal value; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the seed reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness, accuracy, and relevance of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of significant assumptions used by management related to projected revenue, the weighted average cost of capital, and the terminal value. Evaluating management’s assumptions related to projected revenue and the terminal value involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the weighted average cost of capital and terminal value assumptions.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 10, 2022

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

F-82

E. I. du Pont de Nemours and Company

Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)For the Year Ended December 31,
202120202019
Net sales$15,655$14,217$13,846
Cost of goods sold9,2208,5078,575
Research and development expense1,1871,1421,147
Selling, general and administrative expenses3,2093,0433,065
Amortization of intangibles722682475
Restructuring and asset related charges - net289335222
Integration and separation costs——744
Other income - net1,348212215
Loss on early extinguishment of debt——13
Interest expense80145242
Income (loss) from continuing operations before income taxes2,296575(422)
Provision for (Benefit from) income taxes on continuing operations512(105)(71)
Income (loss) from continuing operations after income taxes1,784680(351)
Loss (income) from discontinued operations after income taxes(53)(55)(671)
Net income (loss)1,731625(1,022)
Net income (loss) attributable to noncontrolling interests—108
Net income (loss) attributable to E. I. du Pont de Nemours and Company$1,731$615$(1,030)

See Notes to the Consolidated Financial Statements beginning on page F-89.

F-83

E. I. du Pont de Nemours and Company

Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)For the Year Ended December 31,
202120202019
Net income (loss)$1,731$625$(1,022)
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments(573)(26)(274)
Adjustments to pension benefit plans1,037(186)(718)
Adjustments to other benefit plans(621)671(160)
Unrealized gain (loss) on investments10(10)—
Derivative instruments139(69)28
Total other comprehensive income (loss)(8)380(1,124)
Comprehensive income (loss)1,7231,005(2,146)
Comprehensive income (loss) attributable to noncontrolling interests - net of tax—108
Comprehensive income (loss) attributable to E. I. du Pont de Nemours and Company$1,723$995$(2,154)

See Notes to the Consolidated Financial Statements beginning on page F-89.

F-84

E. I. du Pont de Nemours and Company

Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts)December 31, 2021December 31, 2020
Assets
Current assets
Cash and cash equivalents$4,459$3,526
Marketable securities86269
Accounts and notes receivable - net4,8114,926
Inventories5,1804,882
Other current assets1,0101,165
Total current assets15,54614,768
Investment in nonconsolidated affiliates7666
Property, plant and equipment8,3648,253
Less: Accumulated depreciation4,0353,857
Net property, plant and equipment4,3294,396
Goodwill10,10710,269
Other intangible assets10,04410,747
Deferred income taxes438464
Other assets1,8041,939
Total Assets$42,344$42,649
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$17$3
Accounts payable4,1263,615
Income taxes payable146123
Deferred Revenue3,2012,662
Accrued and other current liabilities2,0702,148
Total current liabilities9,5608,551
Long-term debt1,1001,102
Long-term debt - Related party2,1623,459
Other noncurrent liabilities
Deferred income tax liabilities1,220893
Pension and other post employment benefits - noncurrent3,1245,176
Other noncurrent obligations1,7191,867
Total noncurrent liabilities9,32512,497
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at December 31, 2021, December 31, 2020:
$4.50 Series – 1,673,000 shares (callable at $120)169169
$3.50 Series – 700,000 shares (callable at $102)7070
Common stock, $0.30 par value; 1,800,000,000 shares authorized; 200 issued at December 31, 2021 and December 31, 2020——
Additional paid-in capital24,19624,049
Retained earnings (accumulated deficit)1,922203
Accumulated other comprehensive income (loss)(2,898)(2,890)
Total E. I. du Pont de Nemours and Company stockholders’ equity23,45921,601
Noncontrolling interests——
Total equity23,45921,601
Total Liabilities and Equity$42,344$42,649

See Notes to the Consolidated Financial Statements beginning on page F-89.

F-85

E. I. du Pont de Nemours and Company

Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)For the Year Ended December 31,
202120202019****1
Operating activities
Net income (loss)$1,731$625$(1,022)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization1,2431,1771,599
Provision for (benefit from) deferred income tax174(330)(477)
Net periodic pension and OPEB benefit, net(1,292)(340)(177)
Pension and OPEB contributions(247)(269)(323)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments(21)3(142)
Restructuring and asset related charges - net289335339
Amortization of inventory step-up——272
Goodwill impairment charge——1,102
Loss on early extinguishment of debt——13
Other net loss156290246
Changes in assets and liabilities, net
Accounts and notes receivable(113)187(361)
Inventories(422)10474
Accounts payable524(118)149
Deferred Revenue57471632
Other assets and liabilities93251(928)
Cash provided by (used for) operating activities2,6891,986996
Investing activities
Capital expenditures(573)(475)(1,163)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested7583249
Acquisitions of businesses - net of cash acquired——(10)
Investments in and loans to nonconsolidated affiliates(4)(1)(10)
Proceeds from sale of ownership interest in nonconsolidated affiliates——21
Purchases of investments(204)(995)(138)
Proceeds from sales and maturities of investments345721160
Other investing activities, net(1)(7)(13)
Cash provided by (used for) investing activities(362)(674)(904)
Financing activities
Net change in borrowings (less than 90 days)13—(1,868)
Proceeds from related party debt521034,240
Payments on related party debt(1,349)(665)(219)
Proceeds from debt4192,4391,001
Payments on debt(421)(1,441)(6,804)
Proceeds from exercise of stock options1005647
Payment for acquisition of subsidiary's interest from the noncontrolling interest—(60)—
Distributions to DowDuPont——(317)
Cash transferred to DowDuPont at Internal Reorganization——(2,053)
Contributions from Dow and DowDuPont——3,255
Debt extinguishment costs——(79)
Other financing activities, net(42)(51)(58)
Cash provided by (used for) financing activities(1,228)381(2,855)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(136)7(88)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents9631,700(2,851)
Cash, cash equivalents and restricted cash equivalents at beginning of period3,8732,1735,024
Cash, cash equivalents and restricted cash equivalents at end of period$4,836$3,873$2,173

F-86

E. I. du Pont de Nemours and Company

Consolidated Financial Statements

(In millions)For the Year Ended December 31,
202120202019****1
Supplemental cash flow information
Cash paid during the period for
Interest, net of amounts capitalized2$30$36$263
Income taxes341229234

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

2.Reflects interest, net of amounts capitalized, paid to external parties. For information associated with interest paid on related party debt refer to EID's Note 2 - Related Party Transactions, of the EID Consolidated Financial Statements.

See Notes to the Consolidated Financial Statements beginning on page F-89.

F-87

E. I. du Pont de Nemours and Company

Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF EQUITY

(In millions)Preferred StockCommon StockAdditional Paid-in Capital "APIC"Divisional EquityRetained Earnings (Accum Deficit)Accumulated Other Comp Income (Loss)Non-controlling InterestsTotal Equity
Balance at January 1, 2019$—$—$—$78,259$—$(3,360)$254$75,153
Net (loss) income(640)(390)8(1,022)
Other comprehensive income (loss)(1,124)(1,124)
Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share)(2)(2)(6)(10)
Distributions to DowDuPont(317)(317)
Contributions from DowDuPont3,2553,255
Issuance of DowDuPont stock3939
Issuance of Corteva stock88
Share-based compensation4162103
Impact of Internal Reorganizations(56,479)1,214(231)(55,496)
Reclassification of Divisional Equity to Additional Paid-in Capital23923,936(24,175)—
Other - net(25)(2)(10)(24)(61)
Balance at December 31, 2019$239$—$23,958$(406)$(3,270)$7$20,528
Net income (loss)61510625
Other comprehensive income (loss)380380
Issuance of Corteva Stock5656
Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share)(5)(5)(10)
Share-based compensation60(1)59
Acquisition of noncontrolling interest in consolidated subsidiaries(37)(15)(52)
Other - net17(2)15
Balance at December 31, 2020$239$—$24,049$203$(2,890)$—$21,601
Net income (loss)1,7311,731
Other comprehensive income (loss)(8)(8)
Issuance of Corteva Stock100100
Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share)(10)(10)
Share-based compensation59(3)56
Other - net(12)1(11)
Balance at December 31, 2021$239$—$24,196$1,922$(2,898)$—$23,459

See Notes to the Consolidated Financial Statements beginning on page F-89.

F-88

E. I. du Pont de Nemours and Company

Notes to the Consolidated Financial Statements

Table of Contents

NotePage
1Basis of PresentationF-90
2Related Party TransactionsF-91
3Income TaxesF-91
4Segment InformationF-93

F-89

E. I. du Pont de Nemours and Company

Notes to the Consolidated Financial Statements (continued)

NOTE 1 - BASIS OF PRESENTATION

As a result of the Business Realignment and the Internal Reorganization, Corteva, Inc. owns 100% of the outstanding common stock of EID. EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The primary differences between Corteva, Inc. and EID are outlined below:

  • Preferred Stock - EID has preferred stock outstanding to third parties which is accounted for as a noncontrolling interest at the Corteva, Inc. level. Each share of EID Preferred Stock - $4.50 Series and EID Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EID and was unaffected by the Corteva Distribution.

  • Related Party Loan - EID engaged in a series of debt redemptions during the second quarter of 2019 that were partially funded through an intercompany loan from Corteva, Inc. This was eliminated in consolidation at the Corteva, Inc. level but remains on EID's financial statements at the standalone level (including the associated interest).

  • Capital Structure** - At December 31, 2021, Corteva, Inc.'s capital structure consists of 726,527,000 issued shares of common stock, par value $0.01 per share.

The accompanying footnotes relate to EID only, and not to Corteva, Inc., and are presented to show differences between EID and Corteva, Inc.

For the footnotes listed below, refer to the footnotes from the Corteva 10-K:

  • Note 1 - Background and Basis of Presentation - refer to page F-12 of the Corteva, Inc. Consolidated Financial Statements

  • Note 2 - Summary of Significant Accounting Policies - refer to page F-14 of the Corteva, Inc. Consolidated Financial Statements

  • Note 3 - Recent Accounting Guidance - refer to page F-19 of the Corteva, Inc. Consolidated Financial Statements

  • Note 4 - Common Control Business Combination - refer to page F-19 of the Corteva, Inc. Consolidated Financial Statements

  • Note 5 - Divestitures and Other Transactions - refer to page F-20 of the Corteva, Inc. Consolidated Financial Statements

  • Note 6 - Revenue - refer to page F-24 of the Corteva, Inc. Consolidated Financial Statements

  • Note 7 - Restructuring and Asset Related Charges - Net - refer to page F-26 of the Corteva, Inc. Consolidated Financial Statements

  • Note 8 - Related Party Transactions - Differences exist between Corteva, Inc. and EID; refer to EID Note 2 - Related Party Transactions, of the EID Consolidated Financial Statements, below

  • Note 9 - Supplementary Information - refer to page F-29 of the Corteva, Inc. Consolidated Financial Statements

  • Note 10 - Income Taxes - Differences exist between Corteva, Inc. and EID; refer to EID Note 3 - Income Taxes, of the EID Consolidated Financial Statements, below

  • Note 11 - Earnings Per Share of Common Stock - Not applicable for EID

  • Note 12 - Accounts and Notes Receivable - Net - refer to page F-36 of the Corteva, Inc. Consolidated Financial Statements

  • Note 13 - Inventories - refer to page F-37 of the Corteva, Inc. Consolidated Financial Statements

  • Note 14 - Property, Plant and Equipment - refer to page F-37 of the Corteva, Inc. Consolidated Financial Statements

  • Note 15 - Goodwill and Other Intangible Assets - refer to page F-38 of the Corteva, Inc. Consolidated Financial Statements

  • Note 16 - Leases - refer to page F-40 of the Corteva, Inc. Consolidated Financial Statements

  • Note 17 - Long-Term Debt and Available Credit Facilities - refer to page F-42 of the Corteva, Inc. Consolidated Financial Statements. In addition, EID has a related party loan payable to Corteva, Inc.; refer to EID Note 2 - Related Party Transactions, of the EID Consolidated Financial Statements, below

  • Note 18 - Commitments and Contingent Liabilities - refer to page F-44 of the Corteva, Inc. Consolidated Financial Statements

  • Note 19 - Stockholders' Equity - refer to page F-51 of the Corteva, Inc. Consolidated Financial Statements

  • Note 20 - Pension Plans and Other Post Employment Benefits - refer to page F-54 of the Corteva, Inc. Consolidated Financial Statements

  • Note 21 - Stock-Based Compensation - refer to page F-63 of the Corteva, Inc. Consolidated Financial Statements

  • Note 22 - Financial Instruments - refer to page F-65 of the Corteva, Inc. Consolidated Financial Statements

  • Note 23 - Fair Value Measurements - refer to page F-71 of the Corteva, Inc. Consolidated Financial Statements

  • Note 24 - Geographic Information - refer to page F-73 of the Corteva, Inc. Consolidated Financial Statements

  • Note 25 - Segment Information - Differences exist between Corteva, Inc. and EID; refer to EID Note 4 - Segment Information, of the EID Consolidated Financial Statements, below

F-90

E. I. du Pont de Nemours and Company

Notes to the Consolidated Financial Statements (continued)

  • Note 26 - Subsequent Events - Refers to page F-78 of the Corteva, Inc. Consolidated Financial Statements

NOTE 2 - RELATED PARTY TRANSACTIONS

Refer to page F-28 of the Corteva, Inc. Consolidated Financial Statements for discussion of related party transactions with Historical Dow and DowDuPont.

Transactions with Corteva

In the second quarter of 2019, EID entered into a related party revolving loan from Corteva, Inc., with a maturity date in 2024. As of December 31, 2021 and December 31, 2020, the outstanding related party loan balance was $2,162 million and $3,459 million respectively (which approximates fair value), with interest rates of 1.67% and 1.62%, respectively, and is reflected as long-term debt - related party on EID's Consolidated Balance Sheet. Additionally, EID has incurred tax deductible interest expense of $50 million and $100 million and paid interest of $51 million and $105 million for the years ended December 31, 2021 and 2020, respectively, associated with the related party loan to Corteva, Inc.

As of December 31, 2021, EID had payables to Corteva, Inc. of $27 million and $117 million included in accrued and other current liabilities and other noncurrent obligations, respectively, and $92 million included in both accrued and other current liabilities and other noncurrent obligations, respectively, at December 31, 2020, in the Consolidated Balance Sheet, related to Corteva's indemnification liabilities to Dow and DuPont per the Separation Agreements (refer to page F-20 of the Corteva, Inc. Consolidated Financial Statements for further details of the Separation Agreements).

NOTE 3 - INCOME TAXES

Refer to page F-31 of the Corteva, Inc. Consolidated Financial Statements for discussion of tax items that do not differ between Corteva, Inc. and EID.

Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income TaxesFor the Year Ended December 31,
(In millions)202120202019
Income (loss) from continuing operations before income taxes
Domestic$892$(183)$(1,458)
Foreign1,4047581,036
Income (loss) from continuing operations before income taxes$2,296$575$(422)
Current tax expense (benefit)
Federal$(23)$8$(11)
State and local451
Foreign329222317
Total current tax expense (benefit)$310$235$307
Deferred tax (benefit) expense
Federal$164$(116)$(417)
State and local5527156
Foreign(17)(251)(117)
Total deferred tax expense (benefit)$202$(340)$(378)
Provision for (benefit from) income taxes on continuing operations512(105)(71)
Net income (loss) from continuing operations$1,784$680$(351)

F-91

E. I. du Pont de Nemours and Company

Notes to the Consolidated Financial Statements (continued)

Reconciliation to U.S. Statutory RateFor the Year Ended December 31,
202120202019
Statutory U.S. federal income tax rate21.0%21.0%21.0%
Effective tax rates on international operations - net 1(2.6)(16.4)(13.8)
Acquisitions, divestitures and ownership restructuring activities 2(0.1)(0.3)(8.0)
U.S. research and development credit(2.5)(3.4)5.2
Exchange gains/losses 31.94.1(1.3)
State and local income taxes - net2.24.23.0
Impact of Swiss Tax Reform 40.2(31.7)8.9
Excess tax benefits/deficiencies from stock compensation(0.2)1.2(0.5)
Tax settlements and expiration of statute of limitations—0.42.9
Other - net2.32.6(0.6)
Effective tax rate22.2%(18.3)%16.8%
  1. Includes the effects of local and U.S. taxes related to earnings of non-U.S. subsidiaries, changes in the amount of unrecognized tax benefits associated with these earnings, losses at non-U.S. subsidiaries without local tax benefits due to valuation allowances, and other permanent differences between tax and U.S. GAAP results. Includes a tax benefit of $(51) million for the year ended December 31, 2020, related to a return to accrual adjustment associated with an elective change in accounting method that alters the 2019 impact of foreign tax provisions.

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

  3. Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized. Further information about the company's foreign currency hedging program is included in Note 9 - Supplementary Information, and Note 22 - Financial Instruments, of the Corteva, Inc. Consolidated Financial Statements under the heading Foreign Currency Risk.

  4. Reflects tax benefits of $(182) million primarily driven by the recognition of an elective cantonal component of the recent enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform") for the year ended December 31, 2020. Reflects tax benefits of $(38) million associated with the enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform"), for the year ended December 31, 2019.

F-92

E. I. du Pont de Nemours and Company

Notes to the Consolidated Financial Statements (continued)

NOTE 4 - SEGMENT INFORMATION

There are no differences in reporting structure or segments between Corteva, Inc. and EID. In addition, there are no differences between Corteva, Inc. and EID segment net sales, segment operating EBITDA or pro forma segment operating EBITDA, segment assets, or significant items by segment; refer to page F-74 of the Corteva, Inc. Consolidated Financial Statements for background information on the segments as well as further details regarding segment metrics. The tables below reconcile income (loss) from continuing operations after income taxes to segment operating EBITDA, as differences exist between Corteva, Inc. and EID.

Reconciliation to Consolidated Financial Statements

Income (loss) from continuing operations after income taxes to segment operating EBITDA (In millions)For the Year Ended December 31,
202120202019
Income (loss) from continuing operations after income taxes$1,784$680$(351)
Provision for (benefit from) income taxes on continuing operations512(105)(71)
Income (loss) from continuing operations before income taxes2,296575(422)
Depreciation and amortization1,2431,1771,000
Interest income(77)(56)(59)
Interest expense80145242
Exchange losses - net15417466
Non-operating (benefits) costs - net(1,256)(316)(129)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges2—
Significant items236388991
Pro forma adjustments298
Corporate expenses138125119
Segment operating EBITDA3$2,714$2,212$2,106

1.Excludes a $(33) million foreign exchange loss for the year ended December 31, 2019 associated with the devaluation of the Argentine peso. See Note 9 - Supplementary Information, of the Corteva, Inc. Consolidated Financial Statements for additional information.

2.Effective January 1, 2021, on a prospective basis, the company excludes net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. There were no unrealized mark-to-market (gains) losses for the years ended December 31, 2020 and 2019.

3.The year ended December 31, 2019 is presented on a pro forma basis, prepared in accordance with Article 11 of Regulation S-X that was in effect prior to recent amendments.

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