Corteva (CTVA) 10-K risk factor changes: FY2022 vs FY2021

Among other things, the court could return some of Corteva’s assets or shares of Corteva common stock to DuPont, provide DuPont with a claim for money damages against Corteva in an amount equal to the difference between the consideration received by DuPont and the fair market value of Corteva at the time of the Corteva Distribution, or require Corteva to fund liabilities of other companies involved in the Internal Reorganization [removed: and Business Realignment] for the benefit of creditors.

If the Corteva [removed: Distribution,] [added: Distribution or Merger,] together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the company could be subject to significant tax and indemnification liability and stockholders receiving Corteva common stock in the Corteva Distribution could be subject to significant tax [added: and indemnification] liability.

[removed: However, if] [added: If] the Distributions fail to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the Merger and the Distributions, then under the Tax Matters Agreement, [removed: DuPont] [added: the company] and [removed: Dow] [added: DuPont] would share [removed: the tax liability resulting from such failure] [added: any liabilities of DuPont] in accordance with [removed: their] [added: its] relative equity values on the first full trading day following the [removed: Dow] [added: Corteva] Distribution.

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

Events triggering an indemnification obligation under the tax matters agreement include events occurring after the Corteva Distribution that cause DuPont to recognize a gain under Section 355(e) of the Code, [added: if,] as [removed: discussed further below.][added: a result of the Merger or other transactions considered part of a plan with the Distributions, there is a 50 percent or greater change of ownership in DuPont or Corteva.]

To the extent that the company is responsible for any [added: tax or indemnification] liability under the [removed: tax matters agreement,] [added: Tax Matters Agreement,] there could be a material adverse impact on Corteva’s business, financial condition, results of operations and cash flows in future reporting periods.

In connection with the Merger, DowDuPont received a private letter ruling from the IRS [added: and tax opinion] regarding the proper time, manner and methodology for measuring common ownership in the stock of DowDuPont, Historical DuPont and Historical Dow for purposes of determining whether there has been a 50 percent or greater change of ownership under Section 355(e) of the Code as a result of the Merger.

[removed: Based on the representations made by DowDuPont as to the common ownership in the stock of Historical DuPont and Historical Dow immediately prior to the Merger and assuming] [added: Notwithstanding] the [removed: continued validity] [added: conclusions] of the IRS [removed: Ruling,] [added: Ruling and] the tax opinion [removed: concluded] that there was not a 50 percent or greater change of ownership in DowDuPont, Historical DuPont or Historical Dow for purposes of Section 355(e) as a result of the [removed: Merger.][added: Merger, the IRS could determine that the Distributions or a related transaction should nevertheless be treated as a taxable transaction to DuPont if it determines that any of the facts, assumptions, representations or undertakings of DowDuPont is not correct or that the Distributions should be taxable for other reasons.]

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

Corteva’s business, results of operations and financial condition could be adversely affected by environmental, litigation and other commitments and contingencies.

As a result of Corteva’s operations, including past operations and those related to divested businesses and discontinued operations of EIDP, Corteva incurs environmental operating costs for pollution abatement activities including waste collection and disposal, installation and maintenance of air pollution controls and wastewater treatment, emissions testing and monitoring and obtaining permits.

Corteva also incurs environmental operating costs related to environmental related research and development activities including environmental field and treatment studies as well as toxicity and degradation testing to evaluate the environmental impact of products and raw materials.

In addition, Corteva maintains and periodically reviews and adjusts its accruals for probable environmental remediation and restoration costs.

Corteva expects to continue to incur environmental operating costs since it will operate global manufacturing, product handling and distribution facilities that are subject to a broad array of environmental laws and regulations.

These rules are subject to change by the implementing governmental agency, which Corteva monitors closely.

Corteva’s policy requires that its operations fully meet or exceed legal and regulatory requirements.

In addition, Corteva expects to continue certain voluntary programs, and could consider additional voluntary actions, to reduce air emissions, minimize the generation of hazardous waste, decrease the volume of water use and discharges, increase the efficiency of energy use and reduce the generation of persistent, bioaccumulative and toxic materials.

Costs to comply with complex environmental laws and regulations, as well as internal voluntary programs and goals, are significant and Corteva expects these costs will continue to be significant for the foreseeable future.

Over the long-term, such expenditures are subject to considerable uncertainty and could fluctuate significantly.

Corteva accrues for environmental matters when it is probable that a liability has been incurred and the amount can be reasonably estimated.

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

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

Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than Corteva’s accruals.

Corteva faces risks arising from various unasserted and asserted litigation matters arising out of the normal course of its current and former business operations, including intellectual property, commercial, product liability, environmental and antitrust lawsuits.

Corteva has noted a trend in public and private suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public and the environment, including waterways and watersheds.

Claims alleging harm to the public and the environment may be brought against Corteva, notwithstanding years of scientific evidence and regulatory determinations supporting the safety of crop protection products.

The litigation involving Monsanto’s Roundup® non-selective glyphosate containing weedkiller products has resulted in negative publicity and sentiment and may lead to similar suits with respect to glyphosate-containing products and/or other established crop protection products.

Claims and allegations that Corteva’s products or products that Corteva manufactures or markets on behalf of third parties are not safe could result in litigation, damage to Corteva’s reputation and have a material adverse effect on Corteva’s business.

It is not possible to predict the outcome of these various proceedings and any potential impact on Corteva.

An adverse outcome in any one or more of these matters may result in losses not fully covered by Corteva's insurance policies, and could be material to Corteva's financial results.

Various factors or developments can lead to changes in current estimates of liabilities.

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

A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on Corteva.

The company, pursuant to the respective Separation Agreements, is entitled to cost sharing and indemnification from Chemours, Dow and DuPont, as applicable, for certain litigation, environmental, workers’ compensation and other liabilities related to its historical operations.

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

These estimates of recovery are subject to various factors and developments that could result in differences from future estimates or the actual recovery.

As of December 31, 2022, the indemnification assets pursuant to the Chemours Separation Agreement and the Corteva Separation Agreement are in aggregate $99 million within accounts and notes receivable - net and $381 million within other assets in the company’s Consolidated Balance Sheet.

Any failure by, or inability to pay, these liabilities in line with the indemnification provisions of the Separation Agreements may have a material adverse effect on Corteva and its financial condition and results of operations.

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

If Corteva were required to make payments as a result, they could exceed the amounts accrued, thereby adversely affecting Corteva’s financial condition and results of operations.

Corteva’s operations outside the United States are subject to risks and restrictions, which could negatively affect Corteva’s business, results of operations and financial condition.

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

In addition, Corteva’s international operations are sometimes in countries with unstable governments, economic or fiscal challenges, military or political conflicts, local epidemics or pandemics, significant levels of crime and organized crime, or developing legal systems.

This may increase the risk to the company's employees, subcontractors or other parties, and to other liabilities, such as property loss or damage to the company's products, and may affect Corteva's ability to safely operate in, or import into, or receive raw materials from these countries.

Additionally, Corteva’s ability to export its products and its sales outside the United States has been, and may continue to be adversely affected by significant changes in trade, tax or other policies, including the risk that other countries may retaliate through the imposition of their own trade restrictions and/or increased tariffs in response to substantial changes to U.S. trade and tax policies.

Although Corteva has operations throughout the world, Corteva’s sales outside the United States in 2022 were principally to customers in Brazil, Eurozone countries, and Canada.

Further, Corteva’s largest currency exposures are the Brazilian Real, Canadian dollar, South African Rand, Swiss franc, and European Euro ("EUR").

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

In addition, changes in exchange rates may affect Corteva’s results of operations, financial condition and cash flows in future periods.

If the Corteva Distribution ultimately is determined to be taxable, then a stockholder of DuPont that received shares of Corteva common stock would be treated as having received a distribution of property in an amount equal to the fair market value of such shares (including any fractional shares sold on behalf of such stockholder) on the distribution date and could incur significant income tax liabilities.

Such distribution would be taxable to such stockholder as a dividend to the extent of DuPont’s current and accumulated earnings and profits, which would include any earnings and profits attributable to the gain recognized by DuPont on the taxable distribution and could include earnings and profits attributable to certain internal transactions preceding the Corteva Distribution.

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

In the event the Distribution is ultimately determined to be taxable, DuPont would recognize corporate level taxable gain on the Distribution in an amount equal to the excess, if any, of the fair market value of Corteva common stock distributed to DuPont stockholders on the distribution date over DuPont’s tax basis in such stock.

In addition, if certain related transactions fail to qualify for tax-free treatment under U.S. federal, state, local tax and/or foreign tax law, Corteva and DuPont could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.

Generally, taxes resulting from the failure of the Separation and Distributions to qualify for non-recognition treatment for U.S. federal income tax purposes would be imposed on DuPont or DuPont stockholders.

Under the Tax Matters Agreement that the company entered into with DuPont and Dow, subject to the exceptions described below, the company is generally obligated to indemnify DuPont against such taxes imposed on DuPont.

The company and DuPont would share any liabilities of DuPont described in the preceding sentence in accordance with its relative equity values on the first full trading day following the Corteva Distribution.

DuPont and Dow will be separately

Such tax amounts could be significant.

The IRS may assert that the Merger causes the Distributions and other related transactions to be taxable to DuPont, in which case the company could be subject to significant indemnification liability.

Even if the Distributions otherwise constitutes a tax-free transaction to stockholders under Section 355 of the Code, DuPont may be required to recognize corporate level tax on the Distributions and certain related transactions under Section 355(e) of the Code if, as a result of the Merger or other transactions considered part of a plan with the Distributions, there is a 50 percent or greater change of ownership in DuPont or Corteva.

The tax opinion relied on the continued validity of the private letter ruling, as well as certain factual representations from DowDuPont as to the extent of common ownership in the stock of Historical DuPont and Historical Dow immediately prior to the Merger.

Notwithstanding the tax opinion and the IRS Ruling, the IRS could determine that the Distributions or a related transaction should nevertheless be treated as a taxable transaction to DuPont if it determines that any of the facts, assumptions, representations or undertakings of DowDuPont is not correct or that the Distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the tax opinion that are not covered by the private letter ruling.

See Note [removed: 1 - Background and Basis of Presentation and Note 4] [added: 7] - [removed: Common Control Business Combination,] [added: Income Taxes,] to the Consolidated Financial Statements for additional information.

See Note [removed: 5] [added: 7] - [removed: Divestitures and Other Transactions,] [added: Income Taxes,] to the Consolidated Financial Statements for additional [removed: information.][added: detail.]

[removed: - Restructuring] [added: For the year ended December 31, 2022, the company recognized $109 million in restructuring] and asset related charges - net [removed: were $289 million, a decrease from $335 million for] [added: in] the [removed: year ended December 31, 2020.][added: Consolidated Statement of Operations from non-cash accelerated prepaid royalty amortization expense.]

See Note 7 - [removed: Restructuring and Asset Related Charges - Net,] [added: Income Taxes,] to the Consolidated Financial [removed: Statements,] [added: Statements] for additional [removed: information.][added: details related to the deferred tax liability balance.]

| [removed: (In millions)] [added: *(Dollars in millions)*] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| [removed: (In millions)] [added: *(Dollars in millions)*] | | | [removed: 2021] [added: 2022] | | | [added: 2021] | | | 2020 | | | [removed: | | | 2019 | | | | | |]

[removed: Interest expense was $30 million] [added: The company made benefit payments of $53 million, $41 million,] and [removed: $45] [added: $53] million [added: to its unfunded plans] for the years ended December 31, [added: 2022,] 2021 and 2020, respectively.

[removed: See] [added: Refer to] Note [removed: 18] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further [removed: discussion.][added: details on the MOU and funding of the MOU Escrow Account.]

[removed: See] [added: Refer to] further [removed: information under] Note [removed: 17] [added: 14] - Long-Term Debt and Available Credit Facilities, [added: Note 13 – Leases, and Note 15 - Commitments and Contingent Liabilities,] to the Consolidated Financial [removed: Statements.][added: Statements, respectively, for further discussion.]

On January 22, 2021, Chemours, DuPont, Corteva and [removed: EID] [added: EIDP] 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 [removed: and escrow account to be used to support and manage] [added: for] potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities arising out of pre-July 1, 2015 conduct (the “MOU”).

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

Over this period, Chemours will deposit a total of $500 million in the account and DuPont and [removed: Corteva] [added: Corteva, together,] will deposit an additional $500 million pursuant to the terms of the Letter Agreement.

Additionally, if on December 31, 2028, the balance of the [removed: escrow account] [added: MOU Escrow Account] (including interest) is less than $700 million, Chemours will make 50% of the deposits and DuPont and [removed: Corteva together] [added: Corteva, together,] will make 50% of the deposits necessary to restore the balance of the escrow account to $700 [removed: million.][added: million pursuant to the terms of the Letter Agreement.]

Refer to Note [removed: 18 -] [added: 15 –] Commitments and Contingent [removed: Liabilities, to the Consolidated Financial Statements] [added: Liabilities] for further details on the [removed: MOU and Letter Agreement.][added: company’s accrued obligations at December 31, 2022.]

[removed: Refer] [added: Information with respect] to [added: the company's guarantees is included in] Note [removed: 18] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial [removed: Statements, for more information on the company’s guarantees.][added: Statements.]

[removed: Therefore, considerable] [added: Considerable] uncertainty exists with respect to environmental remediation [removed: and costs,] [added: costs] and, under adverse changes in circumstances, [removed: it is reasonably possible that] the [removed: ultimate cost with respect to these particular matters could] [added: potential liability may] range up to [removed: $592] [added: approximately $600] million above [removed: that amount.][added: the amount accrued as of December 31, 2022.]

At December 31, [removed: 2021,] [added: 2022,] the company had a net deferred tax liability balance of [removed: $782] [added: $640] million, inclusive of a valuation allowance of [removed: $366] [added: $342] million.

The excess of the purchase price over the estimated fair value of the net assets acquired, including identified [removed: intangibles,] [added: intangible assets,] is recorded as goodwill.

The principal assumptions utilized in the company's valuation methodologies include revenue growth rates, [removed: operating] [added: EBITDA] margin estimates, royalty rates, and discount rates.

The company performs [removed: its annual] goodwill impairment [removed: assessment during the fourth quarter] [added: testing] at the reporting unit level which is defined as the operating segment or one level below the operating segment.

For purposes of [removed: the annual] goodwill impairment [removed: test,] [added: testing,] 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.

Qualitative factors assessed at the company level [removed: include, but are not limited to,] [added: include] GDP growth rates, long-term commodity prices, equity and credit market activity, discount rates, [removed: foreign exchange rates,] and overall financial performance.

Qualitative factors assessed at the reporting unit level [removed: include, but are not limited to,] [added: include] changes in industry and market structure, competitive environments, planned capacity and new product launches, cost factors such as raw [removed: material prices, and financial performance of the reporting unit.]

The company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and [removed: planned] [added: assumed] business strategy [added: from a market participant perspective] and includes an estimate of long-term future growth rates based on [removed: its most recent views of the long-term outlook for each reporting unit.][added: such strategy.]

[removed: Discount rates] [added: The discount rate] used in the company’s valuations [removed: ranged from 9.25 percent to 16.5] [added: was 11.0] percent.

Based on the [added: quantitative annual] goodwill impairment analyses performed in the fourth quarter [removed: 2021,] [added: 2022, which were performed using] the [added: income approach, the] company concluded the fair value of each of the reporting units exceeded their respective carrying values by more than [removed: 20] [added: 50.0] percent, and no goodwill impairment charge was necessary.

At December 31, [removed: 2021,] [added: 2022,] the balance of prepaid royalties reflected in other current assets and other assets was [removed: $303] [added: $224] million and [removed: $256] [added: $101] million, respectively.

The majority of the balance of prepaid royalties relates to the company’s wholly owned subsidiary, Pioneer Hi-Bred International, Inc.’s (“Pioneer”) non-exclusive license in the United States and Canada for the Monsanto [removed: 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”).]

The company’s historical expectation [removed: has been] [added: was] 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.

[added: 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 [removed: accelerated] [added: committed to accelerate] 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 [removed: is expected] [added: has begun] 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”).

[removed: The rate of royalty] [added: Royalty] expense [removed: is] [added: has] therefore [removed: expected to] significantly [removed: increase] [added: increased] through higher amortization of the prepaid [removed: royalty as fewer seeds containing the respective trait are expected to be utilized.][added: royalty.]

The expected non-cash accelerated prepaid royalty amortization expense estimated for [removed: 2022] [added: 2023] is approximately [removed: $102] [added: $75] million, aggregating to approximately [removed: $235] [added: $130] million over the [removed: next 3] [added: subsequent two] years.

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 [removed: statement] [added: Consolidated Statement] of [removed: operations] [added: Operations] presentation of the accelerated prepaid royalty amortization expense.

| *(Dollars in millions)* | | | Total at December 31, [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] and beyond | | |

| Expected cumulative cash requirements for interest payments through maturity | | | $ | [removed: 138] [added: 237] | | $ | [removed: 20] [added: 52] | | $ | [removed: 118] [added: 185] | |

Represents undiscounted remaining payments under Pioneer license agreements [removed: ($305] [added: (approximately $150] million on a discounted basis).

Substantially all of the company's worldwide benefit obligation for pensions and [removed: essentially all of the company's worldwide] OPEB obligations are attributable to the U.S. benefit plans.

[removed: The] [added: In November 2016, the] company [added: announced changes to the U.S. pension and OPEB plans, and on November 30, 2018, the company] froze the pay and service amounts used to calculate pension benefits for active employees who participate in the U.S. pension [removed: plans on November 30, 2018,] [added: plans,] resulting in the participants no longer accruing additional benefits.

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

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

The company’s reporting units included seed, crop protection and digital until its April 2022 implementation of a global business unit organization model (“BU Reorganization”), after which its reporting units are seed and crop protection.

The BU Reorganization resulted in the company’s digital reporting unit being merged into the seed and crop protection reporting units with the goodwill relating to the former digital reporting unit being reassigned to the seed and crop protection reporting units using a relative fair value allocation approach.

material prices, and financial performance of the reporting unit.

As a result of the BU Reorganization, the company determined that a triggering event had occurred during the second quarter of 2022 that required an interim impairment assessment as of April 1, 2022.

The interim impairment assessment was performed on the seed, crop protection, and the former digital reporting units immediately prior to the BU Reorganization and for the seed and crop protection reporting units immediately after the BU Reorganization resulting in no goodwill impairment charges.

Qualitative interim impairment assessments were performed for the seed and crop protection reporting units as of April 1, 2022.

Based on the qualitative assessment performed, it was more likely than not that the fair value of each reporting unit exceeded the carrying value and therefore a quantitative test was not performed.

A quantitative impairment assessment was performed for the former digital reporting unit as of April 1, 2022 using a combination of the discounted cash flow model (a form of the income approach) and the market approach.

The discount rate used in the company’s valuation was 19.0 percent.

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”).

As of December 31, 2022, Enlist E3TM trait platform has grown to approximately 50 percent of our soybean portfolio.

*MOU Escrow Contributions*

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

The MOU provides that contributions to the MOU Escrow Account will be made by Chemours, DuPont and Corteva, annually over an eight-year period through 2028.

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

| Purchase obligations1 | | | 2,023 | | | 789 | | | 1,234 | | |

| License agreements2, 3 | | | 168 | | | 123 | | | 45 | | |

| Other liabilities2, 4 | | | 275 | | | 26 | | | 249 | | |

| Total 5 | | | $ | 2,703 | | $ | 990 | | $ | 1,713 | |

During 2021, a substantial amount of the prior service benefit within other

For 2023, long-term employee benefit costs are expected to increase by about $300 million.

The change is mainly due to an increase in discount rates and a decrease in asset returns due to lower pension plan assets.

complexity of proposed chemicals regulation.

| Balance at December 31, 20223 | | | $ | 512 | |

CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

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

Part II

ITEM 7.

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

Overview

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

Basis of Presentation

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

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

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

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

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

*Divestiture of EID ECP and EID Specialty Products Entities*

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

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

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

Items Affecting Comparability of Financial Results

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

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

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

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

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

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

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

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

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

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

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

For additional information on these derivatives and related exposures, see Note [removed: 22] [added: 19] - Financial Instruments, to the Consolidated Financial Statements.

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

In addition to the contracts disclosed in Note [removed: 22] [added: 19] - Financial Instruments, to the Consolidated Financial Statements, from time to time, the company [removed: will] [added: may] enter into foreign currency exchange contracts to establish with certainty the U.S. dollar ("USD") amount of future firm commitments denominated in a foreign currency.

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| *(Dollars in millions)* | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Foreign currency contracts | | | $ | [removed: 44] [added: 25] | | $ | [removed: (80)] [added: 44] | | $ | [removed: (211)] [added: (208)] | | $ | [removed: (388)] [added: (211)] | |

[removed: Since the company's risk management programs are highly effective, the] [added: The] potential [removed: loss] [added: gain/loss] in value for each risk management portfolio described above would be [removed: largely] offset [added: in part] by changes in the value of the underlying exposure.

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

Certain foreign entities of the company held USD denominated marketable securities, mainly U.S. government securities, at December 31, 2020.

The USD/EUR was the primary foreign exchange exposure for these nonfunctional currency denominated marketable securities.

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

These fluctuations were subsequently reclassified from accumulated other comprehensive income (loss) to earnings during 2021, which was the period in which the marketable securities were sold.

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

| Marketable securities | | | $ | — | | $ | 226 | | $ | — | | $ | (36) | |

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, *continued*

Other jurisdictions also have rigorous approval processes, procedures and scientific testing requirements for the [removed: approval of crop protection products.]

Additionally, as part of this strategy, the E.U. Commission is targeting having 25% of the European Union’s agricultural land under organic farming by [added: 2030.]

Furthermore, the length of time and the risk associated with the breeding and biotech pipelines are interlinked because both are required as a package for commercial success in markets where biotech traits are approved for [removed: growers.][added: growers, since seed hybrids and varieties could require modification to tolerate higher doses and/or new varieties of herbicides and pesticides as weeds and insects develop resistance.]

Furthermore, the detection of biotechnology traits or chemical residues from a crop protection product not approved in the country in which Corteva sells or cultivates its product, or in a country to which Corteva imports its product, may affect Corteva’s ability to supply [removed: its products] or export its products, or even result in crop destruction, product recalls or trade disruption, which could result in lawsuits and termination of licenses related to biotechnology traits and raw material supply agreements.

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

As a result, such concerns could have a material adverse effect [added: on] Corteva’s business, results of operations, financial condition and cash flows.

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

Environmental and health and safety laws, regulations and [removed: standards] [added: standards, including those with respect to PFAS and other substances,] expose Corteva to the risk of substantial costs and liabilities, including liabilities associated with Corteva’s business and the discontinued and divested businesses and operations of [removed: EID.][added: EIDP.]

[removed: Disposal of] waste from Corteva’s business at off-site locations also exposes it to potential remediation costs.

The weather also can affect [added: supply chains and] the quality, volume and cost of seed produced for sale as well as demand and product mix.

This scrutiny and related investigations, even when not resulting in an enforcement action, may result in damage to a company’s reputation, significant [added: defense expense, as well as become a distraction to management.]

Antitrust and competition enforcement [removed: actions] [added: actions, including the current FTC and related state attorney general lawsuits pending against Corteva,] may result in regulators imposing fines, penalties, or restrictions on a company’s business practices in a manner that may significantly impact its results of operations.

Corteva services customers [removed: primarily] [added: in part] through the Pioneer direct sales channel in key agricultural geographies, including the United States.

While Corteva expects [removed: the] [added: its] indirect channels [removed: and its digital platform] will extend its reach and increase exposure of its products to other potential customers, including smaller farmers or farmers in less concentrated areas, there can be no assurance that Corteva will be successful in this regard.

If a competitor were to successfully establish an intermediary platform for distribution of Corteva’s products, [removed: especially with respect to Corteva’s digital platform,] it may disrupt Corteva’s distribution model and inhibit Corteva’s ability to provide a complete go-to-market strategy covering the direct, dealer and retail channels.

Corteva is dependent on third parties in the research, development and commercialization of its products and enters into transactions including, but not limited to, supply [removed: agreements and] [added: agreements,] licensing [added: agreements, and manufacturing] agreements in connection with Corteva’s business.

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

Corteva also enters into over-the-counter and exchange traded derivative commodity instruments to hedge its exposure to price fluctuations on certain [removed: raw material] purchases.

approval of crop protection products.

Commercial transitions to the company’s new technologies can take several years to complete, and weed and insect resistance may develop faster than Corteva can respond with new technologies or enhancements to existing technologies.

Delays

Disposal of

Our business, financial condition and results of operations could be materially affected by disruptions in the global economy caused by geopolitical and military conflicts.

The global economy has been negatively impacted by the military conflict between Russia and Ukraine.

While we continue to conclude our business activities in Russia, we have experienced shortages in materials, the inability to insure shipments, and increased costs for transportation, energy, and raw material and other inputs due in part to the negative impact of the Russia-Ukraine military conflict on the global economy.

Further escalation of the military conflict or related geopolitical tensions, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, further supply disruptions, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chains.

Such geopolitical instability and uncertainty has negatively impacted our ability to sell to, ship products to, collect payments from, and support customers in certain regions.

Logistics restrictions, including closures of air space and shipping ports, the reduction of the availability of farmable land, and the destruction of facilities could further increase these adverse impacts and negatively impact demand for our products in the region.

Similar or more severe disruptions, trade barriers, business risks, asset seizures, and volatility in foreign exchange and financial markets could occur if tensions or conflicts between China and Taiwan, or other countries, escalate, or if the United States would become a party to such a military conflict.

Currently, a material portion of the company’s crop protection inputs are sourced directly or indirectly from China.

While the company utilizes dual- or multi- source supply chains to minimize business disruptions, these strategies may not be adequate to address the scope of disruptions created by such a conflict.

Further escalation or expansion of economic disruption or in the scope of global or regional conflicts could have a material adverse effect on our results of operations.

Part I

2030.

ITEM 1A.

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

RISK FACTORS, *continued*

seeds containing certain traits or treated with specific chemicals, may influence the rate of adoption of new products in globally traded crops.

Corteva’s business may be materially affected by competition from manufacturers of generic products.

Competition from manufacturers of generic products is a challenge for Corteva’s branded products around the world, and the loss or expiration of intellectual property rights can have a significant adverse effect on Corteva’s revenues.

The date at which

generic competition commences may be different from the date that the patent or regulatory exclusivity expires.

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

error or actions or other disruptions.

Corteva’s liquidity, business, results of operations and financial condition could be impaired if it is unable to raise capital through the capital markets or short-term debt borrowings.

Any limitation on Corteva’s ability to raise money in the capital markets or through short-term debt borrowings could have a substantial negative effect on Corteva’s liquidity.

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

Due to the seasonality of Corteva’s business and the credit programs Corteva may offer its customers, net working capital investment and corresponding debt levels will fluctuate over the course of the year.

Corteva regularly extends credit to its customers to enable them to purchase seeds or crop protection products at the beginning of the growing season.

The customer receivables may be used as collateral for short-term financing programs.

Any material adverse effect upon Corteva’s ability to own or sell such customer receivables, including seasonal factors that may impact the amount of customer receivables Corteva owns, may materially impact Corteva’s access to capital.

Corteva has additional agreements with financial institutions to establish programs that provide financing for select customers of Corteva’s seed and crop protection products in the United States, Latin America, Europe and Asia.

The programs are renewed on an annual basis.

In most cases, Corteva guarantees the extension of such credit to such customers.

If Corteva is unable to renew these agreements or access the debt markets to support customer financing, Corteva’s sales may be negatively impacted, which could result in increased borrowing needs to fund working capital.

Corteva’s earnings, operations and business, among other things, will impact its credit ratings, costs and availability of financing.

There can be no assurance that Corteva or EID will maintain its current or prospective credit ratings.

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

Corteva’s customers may be unable to pay their debts to Corteva, which could adversely affect Corteva’s results.

Corteva offers its customers financing programs with credit terms generally less than one year from invoicing in alignment with the growing season.

Due to these credit practices as well as the seasonality of Corteva’s operations, Corteva may need to issue short-term debt at certain times of the year to fund its cash flow requirements.

Corteva’s customers may be exposed to a variety of conditions that could adversely affect their ability to pay their debts.

For example, customers in economies experiencing an economic downturn or in a region experiencing adverse growing conditions may be unable to repay their obligations to Corteva, which could adversely affect Corteva’s results.

Increases in pension and other post-employment benefit plan funding obligations may adversely affect Corteva’s results of operations, liquidity or financial condition.

Through Corteva's ownership of EID, Corteva maintains EID defined benefit pension and other post-employment benefit plans.

For some of these plans, including EID’s principal U.S. pension plan, Corteva continues as sponsor for the entire plan regardless of whether participants, including retirees, are or were associated with EID’s agriculture business.

Corteva uses many assumptions in calculating its expected future payment obligations under these plans.

Significant adverse changes in credit or market conditions could result in actual rates of returns on pension investments being lower than assumed.

In addition, expected future payment obligations may be adversely impacted by changes in assumptions regarding participants, including retirees.

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

While not anticipated for 2022, Corteva may make potential discretionary contributions to the principal U.S. pension plan.

Corteva, furthermore, may be required to make significant contributions to its pension plans in the future, which could adversely affect Corteva’s results of operations, liquidity and financial condition.

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 [removed: EID] [added: EIDP] businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the Separation of Corteva from DuPont.

Information regarding certain of these matters is set forth below and in Note [removed: 18] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

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

As of December 31, [removed: 2021,] [added: 2022,] there were pending personal injury and remediation lawsuits filed against the former Dow Agrosciences LLC in California alleging injuries related to exposure to, or contamination by, chlorpyrifos, the active ingredient in Lorsban®, an insecticide used by commercial farms for field fruit, nut and vegetable crops.

Further information with respect to these proceedings is set forth under [removed: “Chlorpyrifos] [added: “Lorsban®] Lawsuits” in Note [removed: 18 –] [added: 15 -] Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Litigation related to legacy [removed: EID] [added: EIDP] businesses unrelated to Corteva’s current businesses

As discussed below and in Note [removed: 18] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, certain of the environmental proceedings and litigation allocated to Corteva as part of the Separation from DuPont relate to the legacy [removed: EID] [added: EIDP] businesses, including their use of PFOA, which, for purposes of this report, means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, which means per- [removed: and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").]

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

See Note [removed: 18] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further discussion.

[removed: Environmental] [added: Other Environmental] Proceedings

On November 15, 2014, there was a release of methyl mercaptan at [removed: EID's] [added: EIDP's] La Porte, Texas, facility.

Corteva responded to the CSB on September 30, [removed: 2019] [added: 2019,] outlining the actions it has taken to date to address the recommendations for the site and providing its plan to address the CSB’s remaining recommendations.

On January 8, 2021, [removed: EID] [added: EIDP] and the facility's former unit operations leader were indicted by the DOJ on two felony and one misdemeanor charges of violations of the Clean Air Act related to the release.

*Related to legacy [removed: EID] [added: EIDP] businesses unrelated to Corteva’s current businesses*

[removed: EID] [added: EIDP] sold the neoprene business, including this manufacturing facility, to Denka [removed: in the fourth quarter of 2015.]

In the spring of 2017, the EPA, the DOJ, the Louisiana Department of Environmental Quality, [removed: EID] [added: EIDP] and Denka began discussions relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair.

[removed: On] [added: In addition to the matters set forth in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements on] March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Statewide PFAS Directive to several companies, including Chemours, DuPont, and [removed: EID.][added: EIDP.]

The Directive seeks information relating to the use and environmental release of PFAS and PFAS-replacement chemicals at and from two former [removed: EID] [added: EIDP] sites in New Jersey, Chambers Works and Parlin, and a funding source for costs related to the NJDEP’s investigation of PFAS issues and PFAS testing and remediation.

On March 27, 2019, the NJDEP issued to Chemours and [removed: EID] [added: EIDP] a Natural Resource Damages Directive relating to chemical contamination (non-PFAS) at and around [removed: EID’s] [added: EIDP’s] former Pompton Lakes facility in New Jersey.

Further information with respect to these proceedings is set forth under [removed: "Other PFOA Matters"] [added: “Federal Trade Commission Investigation”] in [added: in] Note [removed: 18] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

[removed: In April 2021,] [added: This litigation includes multiple natural resource damage lawsuits across the United States filed by municipalities and alleging PFOA contamination, as well as, lawsuits by] four municipalities in the Netherlands filed complaints alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours.

Further information with respect to [removed: this settlement] [added: these proceedings] is set forth under [removed: "Other PFOA Matters"] [added: “Nebraska Department of Environment and Energy, AltEn Facility”] in Note [removed: 18] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

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

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

Often these proceedings raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant amounts of senior leadership team’s time.

Litigation and other claims, along with regulatory proceedings, against the company could also materially adversely affect its operations, reputation, and/or result in the incurrence of unexpected expenses and liability.

On September 29, 2022, the FTC, along with ten state attorneys general, filed a lawsuit against Corteva and another competitor alleging the parties engaged in unfair methods of competition, unlawful conditioning of payments, unreasonably restrained trade, and have an unlawful monopoly (the “FTC lawsuit”).

In December 2022, two additional state attorneys general joined the FTC lawsuit, and another state attorney general filed a separate lawsuit against Corteva and another competitor based on the allegations set forth in the FTC lawsuit.

Several proposed private class action lawsuits alleging anticompetitive conduct based on the allegations set forth in the FTC lawsuit were centralized into a multi-district litigation in the U.S. District Court for the Middle District of North Carolina in February 2023.

*Lorsban® Lawsuits*

*Bayer Disputes*

In August 2022, Corteva filed a lawsuit against Bayer CropScience LLP and Monsanto Company (collectively “Bayer”) in federal court in Delaware for alleged infringement of Corteva’s patented AAD-1 herbicide resistance technology used in Enlist® corn.

Corteva seeks to enjoin Bayer from continuing to infringe, as well as appropriate monetary damages.

Bayer has filed an answer to the complaint and has asserted various affirmative defenses including invalidity.

The case will now proceed to discovery.

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

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

In October 2022, Corteva moved to dismiss the complaint on the basis that, under the terms of the cross-license agreement and the law, E3® soybeans cannot infringe expired patents.

Oral argument on the motion to dismiss occurred in January 2023.

In October 2022, Corteva filed a lawsuit against Bayer in Delaware state court seeking a declaration that, under the terms of Corteva’s licensing agreement and the law, Bayer is not entitled to collect patent royalties on the Roundup Ready® Corn 2 trait after Bayer’s U.S. patent protection expires.

Discussions to resolve each of the above disputes remain ongoing.

and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").

While the company moved to dismiss the remaining charges, the DOJ appealed the dismissal of the felony charge.

In August 2022, the court reversed its prior dismissal of the failing to implement a safety practice charge and denied the company’s motion to dismiss the remaining charges.

The company and the DOJ reached a mutually agreeable resolution for this matter in February 2023.

The company expects to enter its amended plea on March 20, 2023.

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

in the fourth quarter of 2015.

*Canadian Competition Bureau Formal Inquiry*

On January 30, 2020, the Canadian Competition Bureau (the “Bureau”) filed a court order for the company to produce records and information as part of a formal inquiry under civil sections of Canada’s competition laws.

The inquiry is in response to allegations by the Farmers Business Network ("FBN") that Corteva and other seeds and crop protection manufacturers and wholesalers unilaterally or in coordination refused, restricted and/or impaired supply of products to FBN in western Canada.

This inquiry follows an informal request for information from the Bureau pursuant to which the company voluntarily provided documents and engaged in discussions with the Bureau outlining how its conduct was and continues to be compliant with Canadian competition laws.

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

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

Corteva believes the likelihood of material liability is remote.

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

Corteva has cooperated with the FTC’s subpoena, and continues to believe the likelihood of material liability is remote.

*Chlorpyrifos Lawsuits*

Management believes that it is reasonably possible that EID could incur liabilities related to PFOA in excess of amounts accrued.

However, any such losses are not estimable at this time due to various reasons, including, among others, that the underlying matters are in their early stages and have significant factual issues to be resolved.

The company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations.

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

*Sabine Plant, Orange, Texas - EPA Multimedia Inspection*

In June 2012, EID began discussions with the EPA and the DOJ related to a multimedia inspection that the EPA conducted at the Sabine facility in March 2009 and December 2015.

The discussions involve the management of materials in the facility's wastewater treatment system, hazardous waste management, flare and air emissions, including leak detection and repair.

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

Under the Separation Agreement, Corteva and DuPont will share liabilities under the decree proportionally on the basis of 29% and 71%, respectively.

*New Jersey Directive PFAS*

*Natural Resource Damage Cases*

Since May 2017, several municipal water districts and state attorneys general have filed lawsuits against EID, Corteva, Chemours, 3M, and others, claiming contamination of public water systems by PFCs, including but not limited to PFOA.

These actions with the municipalities and states seeking economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to cleanup PFOA contamination and the abatement of alleged nuisance with filtration systems.

*Netherlands Municipality Cases*

*Settlement with the State of Delaware*

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

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

For the fiscal year ended December 31, [removed: 2021][added: 2022]

Securities registered pursuant to Section 12(b) of the Act for [removed: E. I. du Pont de Nemours and Company:][added: EIDP, Inc.:]

[added: |] Corteva, Inc. [added: | | |] Yes [added: | | |] x [added: | | |] No [added: | | |] o [added: | | |]

[added: |] Corteva, Inc. [added: | | |] Yes [added: | | |] o [added: | | |] No [added: | | |] x [added: | | |]

[added: |] Corteva, Inc. [added: | | |] Yes [removed: ý] [added: | | | x | | |] No [added: | | |] o [added: | | |]

| [removed: E. I. du Pont de Nemours and Company] [added: EIDP, Inc.] | | | Large Accelerated Filer | | | o | | | Accelerated Filer o | | | Non-Accelerated Filer | | | x | | | Smaller reporting company o | | | Emerging growth company o | | |

[added: |] Corteva, Inc. [added: | | |] o [added: | | |]

[added: |] Corteva, Inc. [added: | | |] Yes [removed: o] [added: | | | x | | |] No [removed: ý][added: | | | o | | |]

The aggregate market value of voting stock of Corteva, Inc. held by non-affiliates of the registrant (excludes outstanding shares beneficially owned by directors and officers and treasury shares) as of June 30, [removed: 2021] [added: 2022] was [removed: $32.5] [added: $38.9] billion.

As of February [removed: 3, 2022, 727,021,000] [added: 2, 2023, 712,823,000] shares of Corteva, Inc's common stock, $0.01 par value, were outstanding.

As of February [removed: 3, 2022,] [added: 2, 2023,] all of [removed: E. I. du Pont de Nemours and Company’s] [added: EIDP, Inc.’s] issued and outstanding common stock, comprised of 200 shares, $0.30 par value per share, is held by Corteva, Inc.

[removed: E.I. du Pont de Nemours and Company] [added: EIDP, Inc.] meets the conditions set forth in General Instruction I(1)(a), (b) and (d) of Form 10-K (as modified by a grant of no-action relief dated February 12, 2018) and is therefore filing this form with reduced disclosure format.

| [Explanatory [removed: Note](#i2de353072e634cfa9de417e9818a0226_10)] [added: Note](#i0a392b7cd8fa4ce4a72e322678a993f3_10)] | | | | | | | | | [removed: [2](#i2de353072e634cfa9de417e9818a0226_10)] [added: [2](#i0a392b7cd8fa4ce4a72e322678a993f3_10)] | | |

| | | | [Item [removed: 1.](#i2de353072e634cfa9de417e9818a0226_16)] [added: 1.](#i0a392b7cd8fa4ce4a72e322678a993f3_16)] | | | [removed: [Business](#i2de353072e634cfa9de417e9818a0226_16)] [added: [Business](#i0a392b7cd8fa4ce4a72e322678a993f3_16)] | | | [removed: [3](#i2de353072e634cfa9de417e9818a0226_16)] [added: [3](#i0a392b7cd8fa4ce4a72e322678a993f3_16)] | | |

| | | | [Item [removed: 1A.](#i2de353072e634cfa9de417e9818a0226_19)] [added: 1A.](#i0a392b7cd8fa4ce4a72e322678a993f3_19)] | | | [Risk [removed: Factors](#i2de353072e634cfa9de417e9818a0226_19)] [added: Factors](#i0a392b7cd8fa4ce4a72e322678a993f3_19)] | | | [removed: [13](#i2de353072e634cfa9de417e9818a0226_19)] [added: [12](#i0a392b7cd8fa4ce4a72e322678a993f3_19)] | | |

| | | | [Item [removed: 1B.](#i2de353072e634cfa9de417e9818a0226_22)] [added: 1B.](#i0a392b7cd8fa4ce4a72e322678a993f3_22)] | | | [Unresolved Staff [removed: Comments](#i2de353072e634cfa9de417e9818a0226_22)] [added: Comments](#i0a392b7cd8fa4ce4a72e322678a993f3_22)] | | | [removed: [26](#i2de353072e634cfa9de417e9818a0226_22)] [added: [25](#i0a392b7cd8fa4ce4a72e322678a993f3_22)] | | |

| | | | [Item [removed: 2.](#i2de353072e634cfa9de417e9818a0226_25)] [added: 2.](#i0a392b7cd8fa4ce4a72e322678a993f3_25)] | | | [removed: [Properties](#i2de353072e634cfa9de417e9818a0226_25)] [added: [Properties](#i0a392b7cd8fa4ce4a72e322678a993f3_25)] | | | [removed: [26](#i2de353072e634cfa9de417e9818a0226_25)] [added: [25](#i0a392b7cd8fa4ce4a72e322678a993f3_25)] | | |

| | | | [Item [removed: 3.](#i2de353072e634cfa9de417e9818a0226_28)] [added: 3.](#i0a392b7cd8fa4ce4a72e322678a993f3_28)] | | | [Legal [removed: Proceedings](#i2de353072e634cfa9de417e9818a0226_28)] [added: Proceedings](#i0a392b7cd8fa4ce4a72e322678a993f3_28)] | | | [removed: [27](#i2de353072e634cfa9de417e9818a0226_28)] [added: [26](#i0a392b7cd8fa4ce4a72e322678a993f3_28)] | | |

| | | | [Item [removed: 4.](#i2de353072e634cfa9de417e9818a0226_31)] [added: 4.](#i0a392b7cd8fa4ce4a72e322678a993f3_31)] | | | [Mine Safety [removed: Disclosures](#i2de353072e634cfa9de417e9818a0226_31)] [added: Disclosures](#i0a392b7cd8fa4ce4a72e322678a993f3_31)] | | | [removed: [29](#i2de353072e634cfa9de417e9818a0226_31)] [added: [28](#i0a392b7cd8fa4ce4a72e322678a993f3_31)] | | |

| | | | [Item [removed: 5.](#i2de353072e634cfa9de417e9818a0226_37)] [added: 5.](#i0a392b7cd8fa4ce4a72e322678a993f3_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2de353072e634cfa9de417e9818a0226_37)] [added: Securities](#i0a392b7cd8fa4ce4a72e322678a993f3_37)] | | | [removed: [30](#i2de353072e634cfa9de417e9818a0226_37)] [added: [29](#i0a392b7cd8fa4ce4a72e322678a993f3_37)] | | |

| | | | [Item [removed: 6.](#i2de353072e634cfa9de417e9818a0226_40)] [added: 6.](#i0a392b7cd8fa4ce4a72e322678a993f3_40)] | | | [removed: [\[Reserved\]](#i2de353072e634cfa9de417e9818a0226_40)] [added: [\[Reserved\]](#i0a392b7cd8fa4ce4a72e322678a993f3_40)] | | | [removed: [31](#i2de353072e634cfa9de417e9818a0226_40)] [added: [30](#i0a392b7cd8fa4ce4a72e322678a993f3_40)] | | |

| | | | [Item [removed: 7.](#i2de353072e634cfa9de417e9818a0226_43)] [added: 7.](#i0a392b7cd8fa4ce4a72e322678a993f3_43)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2de353072e634cfa9de417e9818a0226_43)] [added: Operations](#i0a392b7cd8fa4ce4a72e322678a993f3_43)] | | | [removed: [32](#i2de353072e634cfa9de417e9818a0226_43)] [added: [31](#i0a392b7cd8fa4ce4a72e322678a993f3_43)] | | |

| | | | [Item [removed: 7A.](#i2de353072e634cfa9de417e9818a0226_85)] [added: 7A.](#i0a392b7cd8fa4ce4a72e322678a993f3_85)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2de353072e634cfa9de417e9818a0226_85)] [added: Risk](#i0a392b7cd8fa4ce4a72e322678a993f3_85)] | | | [removed: [70](#i2de353072e634cfa9de417e9818a0226_85)] [added: [61](#i0a392b7cd8fa4ce4a72e322678a993f3_85)] | | |

| | | | [Item [removed: 8.](#i2de353072e634cfa9de417e9818a0226_88)] [added: 8.](#i0a392b7cd8fa4ce4a72e322678a993f3_88)] | | | [Financial Statements and Supplementary [removed: Data](#i2de353072e634cfa9de417e9818a0226_88)] [added: Data](#i0a392b7cd8fa4ce4a72e322678a993f3_88)] | | | [removed: [71](#i2de353072e634cfa9de417e9818a0226_88)] [added: [62](#i0a392b7cd8fa4ce4a72e322678a993f3_88)] | | |

| | | | [Item [removed: 9.](#i2de353072e634cfa9de417e9818a0226_91)] [added: 9.](#i0a392b7cd8fa4ce4a72e322678a993f3_91)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i2de353072e634cfa9de417e9818a0226_91)] [added: Disclosure](#i0a392b7cd8fa4ce4a72e322678a993f3_91)] | | | [removed: [71](#i2de353072e634cfa9de417e9818a0226_91)] [added: [62](#i0a392b7cd8fa4ce4a72e322678a993f3_91)] | | |

| | | | [Item [removed: 9A.](#i2de353072e634cfa9de417e9818a0226_94)] [added: 9A.](#i0a392b7cd8fa4ce4a72e322678a993f3_94)] | | | [Controls and [removed: Procedures](#i2de353072e634cfa9de417e9818a0226_94)] [added: Procedures](#i0a392b7cd8fa4ce4a72e322678a993f3_94)] | | | [removed: [72](#i2de353072e634cfa9de417e9818a0226_94)] [added: [63](#i0a392b7cd8fa4ce4a72e322678a993f3_94)] | | |

| | | | [Item [removed: 9B.](#i2de353072e634cfa9de417e9818a0226_97)] [added: 9B.](#i0a392b7cd8fa4ce4a72e322678a993f3_97)] | | | [Other [removed: Information](#i2de353072e634cfa9de417e9818a0226_97)] [added: Information](#i0a392b7cd8fa4ce4a72e322678a993f3_97)] | | | [removed: [72](#i2de353072e634cfa9de417e9818a0226_97)] [added: [63](#i0a392b7cd8fa4ce4a72e322678a993f3_97)] | | |

| | | | [Item [removed: 9C.](#i2de353072e634cfa9de417e9818a0226_2805)] [added: 9C.](#i0a392b7cd8fa4ce4a72e322678a993f3_100)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2de353072e634cfa9de417e9818a0226_2805)] [added: Inspections](#i0a392b7cd8fa4ce4a72e322678a993f3_100)] | | | [removed: [72](#i2de353072e634cfa9de417e9818a0226_2805)] [added: [63](#i0a392b7cd8fa4ce4a72e322678a993f3_100)] | | |

| | | | [Item [removed: 10.](#i2de353072e634cfa9de417e9818a0226_103)] [added: 10.](#i0a392b7cd8fa4ce4a72e322678a993f3_106)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2de353072e634cfa9de417e9818a0226_103)] [added: Governance](#i0a392b7cd8fa4ce4a72e322678a993f3_106)] | | | [removed: [73](#i2de353072e634cfa9de417e9818a0226_103)] [added: [64](#i0a392b7cd8fa4ce4a72e322678a993f3_106)] | | |

| | | | [Item [removed: 11.](#i2de353072e634cfa9de417e9818a0226_106)] [added: 11.](#i0a392b7cd8fa4ce4a72e322678a993f3_109)] | | | [Executive [removed: Compensation](#i2de353072e634cfa9de417e9818a0226_106)] [added: Compensation](#i0a392b7cd8fa4ce4a72e322678a993f3_109)] | | | [removed: [75](#i2de353072e634cfa9de417e9818a0226_106)] [added: [66](#i0a392b7cd8fa4ce4a72e322678a993f3_109)] | | |

| | | | [Item [removed: 12.](#i2de353072e634cfa9de417e9818a0226_109)] [added: 12.](#i0a392b7cd8fa4ce4a72e322678a993f3_112)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2de353072e634cfa9de417e9818a0226_109)] [added: Matters](#i0a392b7cd8fa4ce4a72e322678a993f3_112)] | | | [removed: [75](#i2de353072e634cfa9de417e9818a0226_109)] [added: [66](#i0a392b7cd8fa4ce4a72e322678a993f3_112)] | | |

| | | | [Item [removed: 13.](#i2de353072e634cfa9de417e9818a0226_112)] [added: 13.](#i0a392b7cd8fa4ce4a72e322678a993f3_115)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2de353072e634cfa9de417e9818a0226_112)] [added: Independence](#i0a392b7cd8fa4ce4a72e322678a993f3_115)] | | | [removed: [75](#i2de353072e634cfa9de417e9818a0226_112)] [added: [66](#i0a392b7cd8fa4ce4a72e322678a993f3_115)] | | |

| | | | [Item [removed: 14.](#i2de353072e634cfa9de417e9818a0226_115)] [added: 14.](#i0a392b7cd8fa4ce4a72e322678a993f3_118)] | | | [Principal Accountant Fees and [removed: Services](#i2de353072e634cfa9de417e9818a0226_115)] [added: Services](#i0a392b7cd8fa4ce4a72e322678a993f3_118)] | | | [removed: [75](#i2de353072e634cfa9de417e9818a0226_115)] [added: [66](#i0a392b7cd8fa4ce4a72e322678a993f3_118)] | | |

| | | | [Item [removed: 15.](#i2de353072e634cfa9de417e9818a0226_121)] [added: 15.](#i0a392b7cd8fa4ce4a72e322678a993f3_124)] | | | [Exhibits and Financial Statement [removed: Schedules](#i2de353072e634cfa9de417e9818a0226_121)] [added: Schedules](#i0a392b7cd8fa4ce4a72e322678a993f3_124)] | | | [removed: [76](#i2de353072e634cfa9de417e9818a0226_121)] [added: [67](#i0a392b7cd8fa4ce4a72e322678a993f3_124)] | | |

| | | | [Item [removed: 16.](#i2de353072e634cfa9de417e9818a0226_319)] [added: 16.](#i0a392b7cd8fa4ce4a72e322678a993f3_310)] | | | [Form 10-K [removed: Summary](#i2de353072e634cfa9de417e9818a0226_319)] [added: Summary](#i0a392b7cd8fa4ce4a72e322678a993f3_310)] | | | [removed: F-[93](#i2de353072e634cfa9de417e9818a0226_319)] [added: F-[81](#i0a392b7cd8fa4ce4a72e322678a993f3_310)] | | |

This Annual Report on Form 10-K is a combined report being filed separately by Corteva, Inc. and [removed: EID.][added: EIDP, Inc. ("EIDP").]

Corteva, Inc. owns all of the common equity interests in [removed: EID,] [added: EIDP,] and [removed: EID] [added: EIDP] meets the conditions set forth in General Instruction I(1)(a), (b) and (d) of Form 10-K and is therefore filing its information within this Form 10-K with the reduced disclosure format.

Each of Corteva, Inc. and [removed: EID] [added: EIDP] is filing on its own behalf the information contained in this report that relates to itself, and neither company makes any representation as to information relating to the other company.

The primary differences between Corteva and [removed: EID's] [added: EIDP's] financial statements relate to [removed: EID's] [added: EIDP's] Preferred Stock - $4.50 Series and [removed: EID's] [added: EIDP's] Preferred Stock - $3.50 Series, a related party loan between [removed: EID] [added: EIDP] and Corteva, Inc. and the associated tax deductible interest expense for [removed: EID,] [added: EIDP,] and the capital structure of Corteva.

Inc. (See [removed: EID's] [added: EIDP's] Note 1 - Basis of Presentation to [removed: EID's] [added: EIDP's] Consolidated Financial Statements, for additional information for above items).

2022

| 974 Centre Road, | | | Wilmington, | | | Delaware | | | 19805 | | | | | | | | | | | | | | |

EIDP, Inc.

| 974 Centre Road, | | | Wilmington, | | | Delaware | | | 19805 | | | | | | | | | | | | | | |

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

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

| EIDP, Inc. | | | Yes | | | x | | | No | | | o | | |

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

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

| EIDP, Inc. | | | Yes | | | o | | | No | | | x | | |

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

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

| EIDP, Inc. | | | Yes | | | x | | | No | | | o | | |

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

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

| EIDP, Inc. | | | Yes | | | x | | | No | | | o | | |

| EIDP, Inc. | | | o | | |

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

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

| Corteva, Inc. | | | Yes | | | x | | | No | | | o | | |

| EIDP, Inc. | | | Yes | | | x | | | No | | | o | | |

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

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

| Corteva, Inc. | | | Yes | | | o | | | No | | | x | | |

| EIDP, Inc. | | | Yes | | | o | | | No | | | x | | |

| [PART II](#i0a392b7cd8fa4ce4a72e322678a993f3_34) | | | | | | | | | | | |

| [PART III](#i0a392b7cd8fa4ce4a72e322678a993f3_103) | | | | | | | | | | | |

| [PART IV](#i0a392b7cd8fa4ce4a72e322678a993f3_121) | | | | | | | | | | | |

| [SIGNATURES](#i0a392b7cd8fa4ce4a72e322678a993f3_130) | | | | | | | | | [70](#i0a392b7cd8fa4ce4a72e322678a993f3_130) | | |

| EIDP, Inc. [Financial Statements and Supplementary Data](#i0a392b7cd8fa4ce4a72e322678a993f3_268) | | | | | | | | | F-[72](#i0a392b7cd8fa4ce4a72e322678a993f3_268) | | |

On May 2, 2019, DowDuPont conveyed Historical Dow agricultural entities to EIDP.

| Other | | | LumiGEN® seed treatments; Lumisena®; Lumiverd™; Lumiscend™; Lumiscend™ Pro; Lumisure™; Lumiflex™; Lumiante™; LumiTreo™; Dermacor® X-100; Vertisan® ST; Lumiderm®; Lumivia® CPL; Lumivia® and Lumialza™ | | |

| | | | | | |

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

| Other | | | LANDVisor™ | | |

The company monitors gender and racial representation as part of its recruitment and talent development processes, in order to ensure equitable processes and to build a more representative leadership pipeline.

| Within 5 years | | | 800 | | | 1,600 | | |

| Total | | | 5,900 | | | 11,300 | | |

2021

E. I. du Pont de Nemours and Company

E. I. du Pont de Nemours and Company Yes x No o

E. I. du Pont de Nemours and Company Yes o No x

E. I. du Pont de Nemours and Company Yes ý No o

E. I. du Pont de Nemours and Company o

E. I. du Pont de Nemours and Company Yes o No ý

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

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

| [PART III](#i2de353072e634cfa9de417e9818a0226_100) | | | | | | | | | | | |

| [PART IV](#i2de353072e634cfa9de417e9818a0226_118) | | | | | | | | | | | |

| [SIGNATURES](#i2de353072e634cfa9de417e9818a0226_127) | | | | | | | | | [79](#i2de353072e634cfa9de417e9818a0226_127) | | |

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

ITEM 1.

EID continues to be a reporting company and is deemed to be the predecessor to Corteva, Inc., with the historical results of EID to be deemed the historical results of Corteva for periods prior to and including May 31, 2019.

BUSINESS, *continued*

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 specialty products business were transferred or conveyed to separate legal entities that were ultimately distributed to DowDuPont ("EID Specialty Products Entities") 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 June 1, 2019, DowDuPont completed the Separation.

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

In addition, the company provides digital solutions that assist farmer decision-making with a view to optimize product selection and, ultimately, help maximize yield and profitability.

| Other | | | LumiGEN® seed treatments, LUMIDERM®, LUMIVIA® and LUMIALZA™; GRANULAR®; Granular® Insights™ (e.g. LANDVisor™) | | |

U.S. federal regulatory authorizations have been obtained for the commercialization of ENLIST™ corn, ENLIST E3® soybeans and ENLIST® cotton, including the U.S. Environmental Protection Agency's registration of ENLIST DUO® and ENLIST ONE® for use with ENLIST™ corn, soybeans and cotton in 34 states.

The company has also secured cultivation authorizations of ENLIST E3® soybeans and ENLIST™ corn in Argentina, Brazil, and North America

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

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

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

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

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

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

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

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

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

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

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

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

The company is focused on recruitment of diverse candidates and on internal talent development of its diverse leaders so that they can advance their careers and move into leadership positions within the company.

The company has [removed: 92] [added: 85] manufacturing sites in the following geographic regions:

| North America1 | | | 6 | | | [removed: 42] [added: 40] | | | [removed: 48] [added: 46] | | |

| EMEA2 | | | [removed: 4] [added: 6] | | | [removed: 15] [added: 8] | | | [removed: 19] [added: 14] | | |

| Latin America | | | [removed: 7] [added: 4] | | | [removed: 10] [added: 14] | | | [removed: 17] [added: 18] | | |

| Asia Pacific | | | 4 | | | [removed: 4] [added: 3] | | | [removed: 8] [added: 7] | | |

| Total | | | [removed: 21] [added: 20] | | | [removed: 71] [added: 65] | | | [removed: 92] [added: 85] | | |

In 2019, the company announced an expansion to increase its Spinosyns fermentation [removed: capacity] [added: capacity, which was completed during 2022] (refer to page [removed: 56] [added: 49] for further discussion).

The company operates out of its headquarters in Indianapolis, Indiana.

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

The number of record holders of common stock was approximately [removed: 76,000] [added: 71,000] at January 31, [removed: 2022.][added: 2023.]

During [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the company paid four quarterly dividends on its common stock.

See the below table for dividend information for each quarter during [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| | | | [removed: 2021] [added: 6/3/2019] | | | [removed: 2020] [added: 12/31/2019] | | | [added: 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | |]

| Fourth Quarter | | | $ | [removed: 0.14] [added: 0.15] | | $ | [removed: 0.13] [added: 0.14] | |

| Third Quarter | | | $ | [removed: 0.14] [added: 0.15] | | $ | [removed: 0.13] [added: 0.14] | |

| Second Quarter | | | $ | [removed: 0.13] [added: 0.14] | | $ | 0.13 | |

| First Quarter | | | $ | [removed: 0.13] [added: 0.14] | | $ | 0.13 | |

| Total | | | $ | [removed: 0.54] [added: 0.58] | | $ | [removed: 0.52] [added: 0.54] | |

The following table summarizes information with respect to the company's purchase of its common stock during the three months ended December 31, [removed: 2021:][added: 2022:]

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

[removed: 1 On] [added: 1.On September 13, 2022 and] August 5, 2021, Corteva, Inc. announced that its Board of Directors authorized a [removed: $1.5] [added: $2] billion share repurchase program [added: and $1.5 billion share repurchase program, respectively,] to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date.

The Chart compares the cumulative total return of [removed: Corteva’ s] [added: Corteva’s] common stock with the S&P 500 Stock Index and the S&P 500 Chemicals Index.

[removed: ][added: ]

| Corteva | | | $ | 100 | | $ | 120 | | $ | 161 | | $ | 198 | | [added: $ | 249 | |]

| S&P 500 Index | | | 100 | | | 119 | | | 141 | | | 181 | | | [added: 149 | | |]

| S&P 500 Chemicals Index | | | 100 | | | 112 | | | 129 | | | 160 | | | [added: 139 | | |]

The chart depicts a hypothetical $100 investment in each of the Corteva common stock, the S&P 500 Index and the S&P 500 Chemicals Index as of the closing price on June 3, 2019 and illustrates the value of each investment over time (assuming the reinvestment of dividends) until December 31, [removed: 2021.][added: 2022.]

| | | | 2022 | | | 2021 | | |

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

| November 2022 | | | 1,221,420 | | | 66.52 | | | 1,221,420 | | | 2,250 | | |

| Fourth quarter 2022 | | | 3,141,048 | | | $ | 63.67 | | 3,141,048 | | | $ | 2,250 | |

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

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

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

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

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

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

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

| | | | 6/3/2019 | | | 12/31/2019 | | | 12/31/2020 | | | 12/31/2021 | | |

ITEM 7.

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

CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

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

Part II

ITEM 7.

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

Overview

Refer to pages 3 - 4 for a discussion of the DowDuPont Merger, the Internal Reorganizations, and the business separations.

The following is a summary of results from continuing operations for the year ended December 31, 2022:

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

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

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

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

- Income from continuing operations after income taxes was $1,216 million, as compared to $1,822 million for the year ended December 31, 2021.

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

Refer to page 45 for further discussion of the company's Non-GAAP financial measures.

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

- The company returned approximately $1.4 billion to shareholders during the year ended December 31, 2022 under its previously announced share repurchase programs and through common stock dividends.

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

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

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

Priorities

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

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

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

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

Part II

ITEM 7.

As of December 31, [removed: 2021,] [added: 2022,] the company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

There have been no changes in the company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

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

As of December 31, [removed: 2021, EID's] [added: 2022, EIDP's] CEO and CFO, together with management, conducted an evaluation of the effectiveness of [removed: EID's] [added: EIDP's] disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

There have been no changes in [removed: EID's] [added: EIDP's] internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, [removed: EID's] [added: EIDP's] internal control over financial reporting.

EIDP, Inc.

E. I. du Pont de Nemours and Company

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

From 2014 to 2018, [removed: Mr. Magro] [added: he] served as President and [removed: chief executive officer] [added: CEO] of Agrium Inc., which merged with Potash Corporation of Saskatchewan [added: Inc.] to create [removed: Nutrien.][added: Nutrien Ltd. As President and CEO of Nutrien Ltd., Mr. Magro led more than 27,000 employees to achieve best-in-class engagement, top safety performance and exceptional business results.]

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

Anderson,* age [removed: 72, is] [added: 73, was named] Executive Vice President and Chief Financial Officer of [removed: Corteva.][added: Corteva effective April 2021.]

Prior to joining Corteva in April 2021, Mr. Anderson was interim chief financial officer at Criteo [removed: S.A.,] [added: S.A. from May 2020 to August 2020,] which he joined after serving as chief financial officer and chief operating officer at Nielsen Holdings [removed: plc.][added: plc from September 2018 to December 2019.]

He previously served as executive vice president and chief financial officer of Alexion [removed: Pharmaceuticals,] [added: Pharmaceuticals from December 2016 to August 2017,] which he joined following his tenure of more than a decade as the chief financial officer for Honeywell.

Prior to that, Mr. Anderson was the chief financial officer for ITT, Inc., Newport News Shipbuilding Inc., and RJR Nabisco, Inc. Mr. Anderson [removed: is currently a Board member] [added: previously served on the boards] of American Electric Power [added: from 2011 through June 2022] and [removed: previously a Board member of] Cardinal [removed: Health.][added: Health from April 2014 to September 2018.]

[removed: Mr. Gajaria previously served as vice president, global crop protection business platform, of DowDuPont Inc.] Prior to this, he served as Vice President, [removed: Latin America and North America, for Dow AgroSciences] [added: Global Seed Business Platform of DowDuPont Inc.] since [removed: 2015.][added: 2017.]

[removed: Glenn*, age 55, is] [added: Mr. Glenn previously served as] Executive Vice President, Chief Commercial Officer of [removed: Corteva.][added: Corteva from 2018 to April 2022.]

[added: From 2015 to 2017,] Mr. Glenn [removed: previously] served as [removed: Vice] President, [removed: Global Seed Business Platform of DowDuPont Inc. Prior to this, he served as President,] DuPont Crop [removed: Protection since 2015,] [added: Protection,] and from 2014 to [removed: 2015] [added: 2015, he] served as vice president, integrated operations and commercial effectiveness for DuPont Pioneer.

[removed: *Meghan Cassidy*,] [added: *Audrey Grimm*,] age [removed: 46, is] [added: 42, was named] Senior Vice [removed: President,] [added: President and] Chief Human Resources and Diversity Officer of [removed: Corteva.][added: Corteva effective March 2022.]

*Dr. [removed: Sam] [added: Samuel] Eathington*, age [removed: 53, joined Corteva in November 2020 and became Senior] [added: 54, was named Executive] Vice President, Chief Technology [added: and Digital] Officer of Corteva [removed: in January 2021,] [added: effective April 2022,] where he is responsible for leading the company’s global research and development organization, building and expanding its industry-leading pipeline, and [removed: sustainability.][added: overseeing all aspects of Corteva’s digital farming strategy and investments.]

A recognized leader in agricultural innovation, Dr. Eathington [removed: most recently] served as chief science officer of The Climate Corporation (part of the crop science division of Bayer AG) from December 2015 until April 2020.

Fuerer*, age [removed: 55, is] [added: 56, was named] Senior Vice President, General Counsel and Secretary of [removed: Corteva,] [added: Corteva effective May 2019,] where he is responsible for legal, compliance, enterprise risk management, [removed: and] government [removed: affairs.][added: and industry affairs and corporate communications.]

After joining DuPont in 1995 as an attorney in Geneva, Switzerland, he served in various legal roles [removed: around the world] [added: in Hong Kong and Wuppertal, Germany] until his appointment at Solae in 2007.

*Brian Titus*, age [removed: 49, is] [added: 50, was named] Vice President, Controller and Principal Accounting Officer of [removed: Corteva.][added: Corteva effective May 2019.]

Our executive officers serve at the discretion of the Board of Directors.

The names of our executive officers and their ages, titles, and biographies as of February 9, 2023 are set forth below:

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

He joined Agrium Inc. in 2009 following a productive career with NOVA Chemicals Corp. From 2018 to 2022, Mr. Magro served on the Canadian Pension Plan Investment Board.

In May 2022, Mr. Magro joined the board of Ingredion, Incorporated, a leading global ingredient solutions provider.

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

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

Glenn*, age 56, was named Executive Vice President, Seed Business Unit of Corteva effective April 2022.

A global agricultural industry leader, Mr. Glenn has more than three decades of experience across all facets of business leadership for seeds and crop protection, including sales, marketing, integrated operations, and commercial effectiveness.

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

*Robert King,* age 52, was named Executive Vice President, Crop Protection Business Unit of Corteva effective April 2022.

Mr. King is a highly experienced executive in the specialty chemicals and agriculture industry.

Prior to joining Corteva, Mr. King served as Senior Vice President and Chief Integrated Supply Chain Officer at Nouryon from December 2020 to March 2022, where he spearheaded the global and cross-business integration of the company’s supply chain.

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

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

Prior to this, he served as a Regional Manager at

Nutrien Ltd. and as the Vice President of Nitrogen Operations and Services at Agrium Inc. in Canada before the company became Nutrien in July 2018.

Mr. King started his career at Celanese Corp., where he worked for nearly two decades and held management roles around the world.

He is also responsible for our sustainable innovation commitments.

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

Since 2021 she served as Vice President, Europe, Middle East and Africa (EMEA) HR, with added responsibility for the company’s global culture and Inclusion, Diversity & Equity efforts, and before that as HR Director for the EMEA region from 2017 to 2021.

Ms. Grimm spent her early career with Dow Chemical, where she held series of progressive HR roles leading to her appointment as Vice President, HR of the Agricultural division of Dow Chemical in 2015.

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

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

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

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

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

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

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

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

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

He was selected to lead Dow AgroSciences’ Latin America and Asia Pacific geographies in 2012 after being named marketing director for the company’s U.S. business in 2009.

Mr. Gajaria advanced through leadership roles at Dow AgroSciences in corporate strategy, marketing, and e-business before serving as global supply chain director.

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

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

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

Prior to joining Corteva, Ms. Cassidy served as the head of human resources of the agriculture division of DowDuPont Inc. since September 2017.

Prior to this, Ms. Cassidy was director, global talent management and leadership development for DuPont since 2015.

From 2011 to 2015, she served as chief human resources officer for Sunoco Logistics after joining Sunoco in 2010 as director, corporate human resources.

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

Information related to executive compensation and the company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information with respect to beneficial ownership of Corteva, Inc. common stock by each director, executive officer, and all directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of Corteva, Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information with respect to this Item is incorporated herein by reference to the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders of Corteva, Inc., including information within the sections entitled, "Certain Relationships and Related Transactions", and "Director Independence."

Information with respect to this Item is incorporated herein by reference to the definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meetings of Stockholders of Corteva, Inc., including information within the section entitled, “Ratification of Independent Registered Public Accounting Firm.”

[removed: (a)Financial] [added: Financial] Statements, Financial Statement Schedules and Exhibits:

[removed: 3.EID] [added: 3.EIDP] Financial Statements (Starting on page [removed: F-79] [added: F-68] of this report).

[removed: 4.EID] [added: 4.EIDP] Financial Statement Schedule (presented below)

Schedule II—Valuation and Qualifying Accounts [removed: (EID] [added: (Corteva, Inc.] and [removed: Corteva, Inc.)][added: EIDP)]

| | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

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

| Additions charged to [removed: expenses1] [added: expenses] | | | [removed: 6] [added: 3] | | | [removed: 52] [added: 6] | | | [removed: 69] [added: 52] | | |

| Deductions from [removed: reserves1,2] [added: reserves1] | | | [removed: (4)] [added: (19)] | | | [removed: (18)] [added: (4)] | | | [removed: (22)] [added: (18)] | | |

| Balance at end of period | | | $ | [removed: 210] [added: 194] | | $ | [removed: 208] [added: 210] | | $ | [removed: 174] [added: 208] | |

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

| Additions charged to expenses | | | [removed: 97] [added: 87] | | | [removed: 56] [added: 97] | | | [removed: 20] [added: 56] | | |

| Deductions from [removed: reserves3] [added: reserves2] | | | [removed: (184)] [added: (111)] | | | [removed: (60)] [added: (184)] | | | [removed: (232)] [added: (60)] | | |

| Balance at end of period | | | $ | [removed: 366] [added: 342] | | $ | [removed: 453] [added: 366] | | $ | [removed: 457] [added: 453] | |

| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/30554/000119312517274840/d438565dex31.htm)] [added: [3.4](http://www.sec.gov/Archives/edgar/data/30554/000119312517274840/d438565dex32.htm)] | | | | | | Amended and Restated [removed: Certificate of Incorporation] [added: Bylaws] of [removed: E.I. du Pont de Nemours and Company] [added: EIDP, Inc.] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to [removed: E. I. du Pont de Nemours and Company’s] [added: EIDP's] Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017). | | |

| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/30554/000119312517274840/d438565dex32.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/30554/000003055417000037/exhibit_2x1.htm)] | | | | | | [removed: Amended] [added: Amendment No. 1 to Separation Agreement by] and [removed: Restated Bylaws of E.I.] [added: between E. I.] du Pont de Nemours and Company [added: and The Chemours Company, dated August 24, 2017] (incorporated by reference to Exhibit [removed: 3.2] [added: 2.1] to E. I. du Pont de Nemours and Company's Current Report on Form 8-K (Commission file number 1-815) dated [removed: September 1,] [added: August 25,] 2017). | | |

| [10.1*](https://www.sec.gov/Archives/edgar/data/1755672/000119312519163314/d753864dex103.htm) | | | | | | Amended and Restated Tax Matters Agreement, effective as of June 1, 2019 by and among DowDuPont Inc., [removed: Corteva,] [added: Dow] Inc. and [removed: Dow] [added: Corteva,] Inc. (incorporated by reference to Exhibit 10.3 of Corteva’s Current Report on Form 8-K (Commission file number 001-38710) filed on June 3, 2019). | | |

| [10.2*](http://www.sec.gov/Archives/edgar/data/1755672/000119312519106808/d615112dex102.htm) | | | | | | Employee Matters Agreement by and among DowDuPont Inc., [removed: Corteva, Inc. and] Dow [added: Inc., and Corteva,] Inc. (incorporated by reference to Exhibit No. 10.2 to Amendment 3 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on April 16, 2019). | | |

| [removed: [10.7*](http://www.sec.gov/Archives/edgar/data/30554/000003055415000065/exhibit21separationagreeme.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/30554/000003055415000065/exhibit21separationagreeme.htm)] | | | | | | Separation Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 2.1 to E. I. du Pont de Nemours and Company's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015). | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/30554/000003055417000037/exhibit_2x1.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/30554/000003055415000065/exhibit22taxmattersagreeme.htm)] | | | | | | [removed: Amendment No. 1 to Separation] [added: Tax Matters] Agreement by and between E. I. du Pont de Nemours and Company and The Chemours [removed: Company, dated August 24, 2017] [added: Company] (incorporated by reference to Exhibit [removed: 2.1] [added: 2.2] to E. I. du Pont de Nemours and Company's Current Report on Form 8-K (Commission file number 1-815) dated [removed: August 25, 2017).] [added: July 8, 2015).] | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/30554/000003055415000065/exhibit22taxmattersagreeme.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/30554/000003055415000070/dd-ex103_2015630xq2.htm)] | | | | | | [removed: Tax Matters Agreement by and between] E. I. du Pont de Nemours and [removed: Company and The Chemours Company] [added: Company's Pension Restoration Plan, as last amended effective June 29, 2015] (incorporated by reference to Exhibit [removed: 2.2] [added: 10.3] to E. I. du Pont de Nemours and [removed: Company's Current] [added: Company’s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (Commission file number 1-815) [removed: dated July 8,] [added: for the period ended June 30,] 2015). | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex43.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex43.htm)] | | | | | | The E. I. du Pont de Nemours and Company Management Deferred Compensation Plan, incorporated by reference to Exhibit 4.3 to DowDuPont Inc. Registration Statement on Form S-8 (Commission file number 333-220324) filed September 1, 2017. | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex44.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex44.htm)] | | | | | | The E. I. du Pont de Nemours and Company Stock Accumulation and Deferred Compensation Plan for Directors, (incorporated by reference to Exhibit 4.4 to DowDuPont Inc. Registration Statement on Form S-8 (Commission file number 333-220324) filed September 1, 2017.) | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/30554/000003055415000070/dd-ex103_2015630xq2.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/30554/000003055415000070/dd-ex104_2015630xq2.htm)] | | | | | | E. I. du Pont de Nemours and [removed: Company's Pension Restoration Plan,] [added: Company’s Rules for Lump Sum Payments,] as last amended effective [removed: June 29, 2015] [added: May 15, 2014] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to E. I. du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, 2015). | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/30554/000003055415000070/dd-ex104_2015630xq2.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/30554/000003055414000043/dd-ex108_2014630xq2.htm)] | | | | | | E. I. du Pont de Nemours and Company’s [removed: Rules for Lump Sum Payments,] [added: Retirement Savings Restoration Plan,] as last amended effective May 15, [removed: 2014] [added: 2014.] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.08] to E. I. du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended June 30, [removed: 2015).] [added: 2014).] | | |

5.Exhibits

| [3.3](http://www.sec.gov/Archives/edgar/data/30554/000119312517274840/d438565dex31.htm) | | | | | | Amended and Restated Certificate of Incorporation of EIDP, Inc. | | |

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

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

3.

3.Exhibits

| [10.6](http://www.sec.gov/Archives/edgar/data/1755672/000119312519138437/d615112dex106.htm) | | | | | | Fondation de Prevoyance en Faveur du Personnel de DuPont de Nemours International SÁRL. (incorporated by reference to Exhibit No. 10.6 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on May 6, 2019). | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/30554/000003055414000043/dd-ex108_2014630xq2.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/30554/000003055412000011/dd-ex109xretirementincomep.htm)] | | | | | | E. I. du Pont de Nemours and Company’s Retirement [removed: Savings Restoration Plan,] [added: Income Plan for Directors,] as last amended [removed: effective May 15, 2014.] [added: January 2011] (incorporated by reference to Exhibit [removed: 10.08] [added: 10.9] to E. I. du Pont de Nemours and Company’s Quarterly Report on Form 10-Q (Commission file number 1-815) for the period ended [removed: June 30, 2014).] [added: March 31, 2012).] | | |

| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/1755672/000119312521310412/d249489dex101.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1755672/000119312521310412/d249489dex101.htm)] | | | | | | Letter Agreement between Charles Victor Magro and Corteva, Inc., dated October 25, 2021 (incorporated by reference to Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on October 28, 2021). | | |

| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/1755672/000119312521196816/d131949dex101.htm)] [added: [10.17*](https://www.sec.gov/Archives/edgar/data/1755672/000119312519163314/d753864dex102.htm)] | | | | | | Letter Agreement [added: effective as of June 1, 2019 by and] between [removed: James C. Collins, Jr.] [added: DowDuPont Inc.] and Corteva, [removed: Inc., dated June 21, 2021] [added: Inc.] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to [removed: Corteva’s] [added: Corteva's] Current Report on Form 8-K (Commission file number [removed: 001-38710),] [added: 001-38710)] filed [removed: on] June [removed: 23, 2021).] [added: 3, 2019)] | | |

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/1755672/000119312521310412/d249489dex102.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/1755672/000119312521310412/d249489dex102.htm)] | | | | | | Corteva, 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). | | |

| [removed: [10.19 *](https://www.sec.gov/Archives/edgar/data/1755672/000119312519163314/d753864dex102.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/1755672/000119312521106971/d159355dex101.htm)] | | | | | | [removed: Letter Agreement effective as] [added: Form] of [removed: June 1, 2019 by and between DowDuPont Inc. and Corteva, Inc.] [added: Special CFO RSU Agreement] (incorporated by reference [removed: to] [added: from] Exhibit [removed: 10.2] [added: 10.1] to [removed: Corteva's] [added: Corteva’s] Current Report on Form 8-K (Commission file number 001-38710) filed [removed: June 3, 2019)] [added: April 6, 2021).] | | |

| [removed: [10.20 *](https://www.sec.gov/ix?doc=/Archives/edgar/data/1755672/000119312521014180/d108516d8k.htm)] [added: [10.18*](https://www.sec.gov/ix?doc=/Archives/edgar/data/1755672/000119312521014180/d108516d8k.htm)] | | | | | | Memorandum of Understanding, dated January 22, 2021, by and among The Chemours Company, Corteva, Inc., E. I. du Pont de Nemours and Company and DuPont de Nemours, Inc. (incorporated by reference from the Form 8-K (Commission file number 001-38710) filed January 22, 2021) | | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex103.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex103.htm)] | | | | | | Form of Award Terms for Options granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. grantees (incorporated by reference from Exhibit [removed: 10.3] [added: 10.2] to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May 7, 2020). | | |

| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex104.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex104.htm)] | | | | | | Form of Award Terms for Performance Stock Units granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. grantees (incorporated by reference from Exhibit [removed: 10.4] [added: 10.3] to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May [removed: 7, 2020).] [added: 5, 2022).] | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex105.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex105.htm)] | | | | | | Form of Award Terms for Restricted Stock Units granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. grantees (incorporated by reference from Exhibit [removed: 10.5] [added: 10.1] to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May [removed: 7, 2020).] [added: 5, 2022).] | | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1755672/000119312520287000/d826078dex43.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1755672/000119312520287000/d826078dex43.htm)] | | | | | | Corteva, Inc. Global Omnibus Employee Stock Purchase Plan (incorporated by reference from Exhibit 4.3 to Corteva’s Registration Statement on Form S-8 (Commission file number 333-249887), filed November 5, 2020). | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex21.htm)] | | | | | | Subsidiaries of the Registrant. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex231.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - Corteva, Inc. | | |

| [removed: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex232.htm)] [added: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex232.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - [removed: E. I. du Pont de Nemours and Company.] [added: EIDP, Inc.] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex311.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of the company’s and [removed: EID’s] [added: EIDP’s] Principal Executive Officer. | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex312.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of the company’s and [removed: EID’s] [added: EIDP’s] Principal Financial Officer. | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex321.htm)] | | | | | | Section 1350 Certification of the company’s and [removed: EID’s] [added: EIDP’s] Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended. | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567222000005/ctva-12312021xex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex322.htm)] | | | | | | Section 1350 Certification of the company’s and [removed: EID’s] [added: EIDP’s] Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended. | | |

| /s/ Charles V. Magro | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Gregory R. Page | | | | | | Non-Executive Chairman of the Board of Directors and Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Lamberto Andreotti | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ David C. Everitt | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Klaus [added: A.] Engel | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| Klaus [added: A.] Engel | | | | | | | | | | | | | | |

| /s/ Michael O. Johanns | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Janet P. Giesselman | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Karen H. Grimes | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Rebecca B. Liebert | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Marcos M. Lutz | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Nayaki [added: R.] Nayyar | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| Nayaki [added: R.] Nayyar | | | | | | | | | | | | | | |

| /s/ Kerry J. Preete | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ Patrick J. Ward | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ David J. Anderson | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| /s/ David J. Anderson | | | | | | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#i2de353072e634cfa9de417e9818a0226_133)] [added: Reporting](#i0a392b7cd8fa4ce4a72e322678a993f3_136)] | | | [removed: F-[2](#i2de353072e634cfa9de417e9818a0226_133)] [added: F-[2](#i0a392b7cd8fa4ce4a72e322678a993f3_136)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i2de353072e634cfa9de417e9818a0226_136) 238[)](#i2de353072e634cfa9de417e9818a0226_136)] [added: ID](#i0a392b7cd8fa4ce4a72e322678a993f3_139) 238[)](#i0a392b7cd8fa4ce4a72e322678a993f3_139)] | | | [removed: F-[3](#i2de353072e634cfa9de417e9818a0226_136)] [added: F-[3](#i0a392b7cd8fa4ce4a72e322678a993f3_139)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i2de353072e634cfa9de417e9818a0226_142)] [added: 2020](#i0a392b7cd8fa4ce4a72e322678a993f3_142)] | | | [removed: F-[5](#i2de353072e634cfa9de417e9818a0226_142)] [added: F-[5](#i0a392b7cd8fa4ce4a72e322678a993f3_142)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 202](#i2de353072e634cfa9de417e9818a0226_145)[1](#i2de353072e634cfa9de417e9818a0226_145)[, 20](#i2de353072e634cfa9de417e9818a0226_145)[20](#i2de353072e634cfa9de417e9818a0226_145)[,] [added: 202](#i0a392b7cd8fa4ce4a72e322678a993f3_145)[2](#i0a392b7cd8fa4ce4a72e322678a993f3_145)[, 202](#i0a392b7cd8fa4ce4a72e322678a993f3_145)[1](#i0a392b7cd8fa4ce4a72e322678a993f3_145)[,] and [removed: 201](#i2de353072e634cfa9de417e9818a0226_145)9] [added: 20](#i0a392b7cd8fa4ce4a72e322678a993f3_145)20] | | | [removed: F-[6](#i2de353072e634cfa9de417e9818a0226_145)] [added: F-[6](#i0a392b7cd8fa4ce4a72e322678a993f3_145)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i2de353072e634cfa9de417e9818a0226_148)[1](#i2de353072e634cfa9de417e9818a0226_148)] [added: 202](#i0a392b7cd8fa4ce4a72e322678a993f3_148)[2](#i0a392b7cd8fa4ce4a72e322678a993f3_148)] [and [removed: 20](#i2de353072e634cfa9de417e9818a0226_148)20] [added: 20](#i0a392b7cd8fa4ce4a72e322678a993f3_148)21] | | | [removed: F-[7](#i2de353072e634cfa9de417e9818a0226_148)] [added: F-[7](#i0a392b7cd8fa4ce4a72e322678a993f3_148)] | | |

| [Consolidated Statements of [removed: Cash](#i2de353072e634cfa9de417e9818a0226_154) [Flows] [added: Cash Flows] for the years ended December 31, [removed: 202](#i2de353072e634cfa9de417e9818a0226_154)[1](#i2de353072e634cfa9de417e9818a0226_154)[, 20](#i2de353072e634cfa9de417e9818a0226_154)[20](#i2de353072e634cfa9de417e9818a0226_154)[,] [added: 202](#i0a392b7cd8fa4ce4a72e322678a993f3_154)[2](#i0a392b7cd8fa4ce4a72e322678a993f3_154)[, 202](#i0a392b7cd8fa4ce4a72e322678a993f3_154)[1](#i0a392b7cd8fa4ce4a72e322678a993f3_154)[,] and [removed: 201](#i2de353072e634cfa9de417e9818a0226_154)9] [added: 20](#i0a392b7cd8fa4ce4a72e322678a993f3_154)20] | | | [removed: F-[8](#i2de353072e634cfa9de417e9818a0226_154)] [added: F-[8](#i0a392b7cd8fa4ce4a72e322678a993f3_154)] | | |

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

EIDP, Inc.

| | | | EIDP, Inc. | | | | | |

| /s/ Charles V. Magro | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February 9, 2023 | | |

February 9, 2023

February 9, 2023

| Net income (loss) | | | $ | 1,158 | | $ | 1,769 | | $ | 701 | | | | |

| Escrow funding associated with acquisitions | | | (36) | | | — | | | — | | | | | |

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

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

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

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

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

| Net income (loss) | | | | | | | | | | | | 1,147 | | | | | | 11 | | | 1,158 | | |

| Balance at December 31, 2022 | | | $ | 7 | | $ | 27,851 | | | | | $ | 250 | | $ | (2,806) | | $ | 239 | | $ | 25,541 | |

See Notes to the Consolidated Financial Statements beginning on page F-10.

On May 2, 2019, DowDuPont conveyed Historical Dow agricultural entities to EIDP.

As of December 31, 2022, approximately 55% and 45% of the company's inventories were accounted for under the first-in, first-out ("FIFO") and average cost methods, respectively.

Under the income approach, fair value is

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.

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

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

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

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

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

2022 Restructuring Actions

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

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

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

The restructuring actions associated with these charges are expected to be substantially complete in 2023.

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

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

Other pre-tax charges associated with the Russia Exit were recorded to cost of goods sold and other income (expense) – net in the Consolidated Statement of Operations, relating to inventory write-offs of $2 million and settlement costs of $8 million, respectively.

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

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

| Total1 | | | $ | 272 | |

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

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

1.Contract terminations includes early lease terminations.

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

| | | | | | | | | |

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

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

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

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

\`

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

E. I. du Pont de Nemours and Company

| | | | E. I. DU PONT DE NEMOURS AND COMPANY | | | | | |

Corteva, Inc.

| | | | | | |

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

February 10, 2022

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

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

| Integration and separation costs | | | — | | | — | | | 744 | | |

| Loss on early extinguishment of debt | | | — | | | — | | | 13 | | |

| Amortization of inventory step-up | | | — | | | — | | | 272 | | |

| Goodwill impairment charge | | | — | | | — | | | 1,102 | | |

| Acquisitions of businesses - net of cash acquired | | | — | | | — | | | (10) | | |

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

| Distributions to DowDuPont | | | — | | | — | | | (317) | | |

| Cash transferred to DowDuPont at Internal Reorganizations | | | — | | | — | | | (2,053) | | |

| Contributions from Dow and DowDuPont | | | — | | | — | | | 7,396 | | |

| Debt extinguishment costs | | | — | | | — | | | (79) | | |

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

2.

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

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

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

| Distributions to Dow and DowDuPont | | | | | | | | | (317) | | | | | | | | | | | | (317) | | |

| Contributions from Dow and DowDuPont | | | | | | | | | 7,396 | | | | | | | | | | | | 7,396 | | |

| Impact of Internal Reorganizations | | | | | | | | | (56,479) | | | | | | 1,214 | | | (231) | | | (55,496) | | |

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

| 4 | | | [Common Control Business Combination](#i2de353072e634cfa9de417e9818a0226_175) | | | F-[19](#i2de353072e634cfa9de417e9818a0226_175) | | |

| 5 | | | [Divestitures and Other Transactions](#i2de353072e634cfa9de417e9818a0226_178) | | | F-[20](#i2de353072e634cfa9de417e9818a0226_178) | | |

| 26 | | | [Subsequent Events](#i2de353072e634cfa9de417e9818a0226_256) | | | F-[78](#i2de353072e634cfa9de417e9818a0226_256) | | |

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.

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”).

F-81

F-93