Corteva (CTVA) 10-K risk factor changes: FY2023 vs FY2022

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.

Part I

ITEM 1A.

RISK FACTORS, *continued*

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.

[removed: For] example, changes in facts and circumstances that alter the probability that the company will realize deferred tax assets could result in recording a valuation allowance, thereby reducing the deferred tax asset and generating a deferred tax expense in the relevant period.

See Note [removed: 7] [added: 8] - Income Taxes, to the Consolidated Financial [removed: Statements] [added: Statements,] for additional information.

At December 31, [removed: 2022,] [added: 2023,] the company had a net deferred tax liability balance of [removed: $640] [added: $315] million, inclusive of a valuation allowance of [removed: $342] [added: $510] million.

See Note [removed: 7] [added: 8] - Income Taxes, to the Consolidated Financial [removed: Statements] [added: Statements,] for additional [removed: details related to the deferred tax liability balance.][added: detail.]

The company performs goodwill impairment testing at the reporting unit [removed: level] [added: level,] which is defined as the operating segment or one level below the operating segment.

Qualitative factors assessed at the reporting unit level include changes in industry and market structure, competitive environments, planned capacity and new product launches, cost factors such as raw [added: material prices, and financial performance of the reporting unit.]

Based on the quantitative annual goodwill impairment analyses performed in the fourth quarter [removed: 2022,] [added: 2023,] which were performed using the income approach, the company concluded the fair value of each of the reporting units exceeded their respective carrying values by more than 50.0 percent, and no goodwill impairment charge was necessary.

The discount rate used in the company’s valuations was [removed: 11.0] [added: 10.3] percent.

At December 31, [removed: 2022,] [added: 2023,] the balance of prepaid royalties reflected in other current assets and other assets was [removed: $224] [added: approximately $105] million and [removed: $101] [added: $25] million, respectively.

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

[removed: The company’s historical expectation 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.

[removed: DAS] [added: DAS, the agriculture business of Historical Dow,] and MS Technologies, L.L.C. jointly developed and own the Enlist E3TM herbicide tolerance trait for [removed: soybeans] [added: 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 [removed: the fourth quarter of 2019,] [added: 2019] the company committed to accelerate the ramp up of the Enlist E3TM trait platform in the company’s soybean portfolio mix across all brands, including Pioneer® [removed: brands, over the subsequent five years.][added: brands.]

During the [added: five-year] ramp-up period, the company 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”).

As of December 31, [removed: 2022,] [added: 2023,] Enlist E3TM trait platform has grown to [removed: approximately 50] [added: 58] percent of our soybean portfolio.

For the year ended December 31, [removed: 2022,] [added: 2023,] the company recognized [removed: $109] [added: charges of $72] million in restructuring and asset related charges - net in the Consolidated Statement of Operations from non-cash accelerated prepaid royalty amortization expense.

The expected non-cash accelerated prepaid royalty amortization expense estimated for [removed: 2023] [added: 2024] is approximately [removed: $75 million, aggregating to approximately $130 million over the subsequent two years.][added: $60 million.]

Information with respect to the company's guarantees is included in Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

The company made its annual installment deposits due to the MOU Escrow Account through December 31, [removed: 2022.][added: 2022 and waived the contributions due in 2023 and 2024 pursuant to the supplemental agreement to the MOU executed by Chemours, DuPont and Corteva provided certain conditions are met.]

Refer to Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further details on the MOU and funding of the MOU Escrow Account.

Refer to [removed: further] Note [removed: 14] [added: 15] - [added: Short-Term Borrowings,] Long-Term Debt and Available Credit Facilities, Note [removed: 13] [added: 14] – Leases, and Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, respectively, for further discussion.

| *(Dollars in millions)* | | | Total at December 31, [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | | [removed: 2024] [added: 2025] and beyond | | |

| Expected cumulative cash requirements for interest payments through maturity | | | $ | [removed: 237] [added: 546] | | $ | [removed: 52] [added: 94] | | $ | [removed: 185] [added: 452] | |

| License agreements2, 3 | | | [removed: 168] [added: 48] | | | [removed: 123] [added: 24] | | | [removed: 45] [added: 24] | | |

Represents undiscounted remaining payments under Pioneer license agreements (approximately [removed: $150] [added: $45] million on a discounted basis).

Includes liabilities related to employee-related benefits other than pension and other [removed: post employment] [added: post-employment] benefits, asset retirement obligations and other noncurrent liabilities.

See Note [removed: 7] [added: 16] - [removed: Income Taxes,] [added: Commitments and Contingent Liabilities,] to the Consolidated Financial [removed: Statements] [added: Statements,] for additional [removed: detail.][added: information related to indemnifications.]

These plans are typically defined benefit pension plans, as well as medical, dental and life insurance benefits for pensioners and survivors and disability benefits for employees ("other [removed: post employment] [added: post-employment] benefits" or "OPEB").

In addition to the changes to the U.S. pension plans, OPEB eligible employees who were under the age of 50 as of November 30, 2018 will not receive [removed: post employment] [added: post-employment] medical, dental and life insurance benefits.

The majority of employees hired in the U.S. on or after January 1, 2007 are not eligible to participate in the pension and [removed: post employment] [added: post-employment] medical, dental and life insurance plans, but receive benefits in the defined contribution plans.

[removed: During 2021, a] [added: A] substantial amount of the prior service benefit within other [added: comprehensive income (loss) in 2020 was recognized in other income (expense) - net in the Consolidated Statement of Operations during 2021 with the remainder recognized during 2022.]

The actuarial assumptions and procedures utilized are reviewed periodically by the plans' actuaries to provide reasonable assurance that there [removed: will be adequate funds for the payment of benefits.]

The company did not make contributions to the principal U.S. pension plan for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] or [removed: 2020.][added: 2021.]

The company contributed [removed: $6] [added: $5] million, [removed: $8] [added: $6] million, and [removed: $9] [added: $8] million to its funded pension plans other than the principal U.S. pension plan for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

The company made benefit payments of [removed: $53] [added: $47] million, [removed: $41] [added: $53] million, and [removed: $53] [added: $41] million to its unfunded plans for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Pre-tax cash requirements to cover actual net claims costs and related administrative expenses were [removed: $122] [added: $97] million, [removed: $198] [added: $122] million, and [removed: $207] [added: $198] million for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

In [removed: 2023,] [added: 2024,] the company expects to contribute approximately $50 million to its pension plans other than the principal U.S. pension plan and approximately [removed: $135] [added: $115] million to its OPEB plans.

The company does not anticipate making contributions to its principal U.S. pension plan in [removed: 2023.][added: 2024.]

The following table summarizes the extent to which the company's income (loss) from continuing operations before income taxes for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] was affected by pre-tax charges related to long-term employee benefits:

| *(Dollars in millions)* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

Potentially Responsible Parties ("PRPs") at multi-party sites and the number of and financial viability of other PRPs.

Therefore, considerable uncertainty exists with respect to environmental remediation and costs, and, under adverse changes in circumstances, it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately $655 million above the accrued obligations amount.

Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the company’s results of operations, financial condition and cash flows.

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

For further discussion, see "Environmental Matters" section on page 58 and Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

*Legal Contingencies*

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

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

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

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

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

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

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

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

A detailed discussion of significant litigation matters is contained in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

*Indemnification Assets*

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

The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments.

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

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

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

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

*Income Taxes*

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

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

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

It is reasonably possible that changes to the company’s global unrecognized tax benefits could be significant; however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made.

For

The company’s historical expectation was that the technology licensed under the Roundup Ready 2 License Agreement

| Purchase obligations1 | | | 2,184 | | | 629 | | | 1,555 | | |

| Other liabilities2, 4 | | | 271 | | | 28 | | | 243 | | |

| Total 5 | | | $ | 3,049 | | $ | 775 | | $ | 2,274 | |

will be adequate funds for the payment of benefits.

The change is mainly due to a decrease in asset values.

| *(Dollars in millions)* | | | 2023 | | | 2022 | | | 2021 | | |

| Balance at December 31, 20233 | | | $ | 501 | |

ITEM 7.

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

approximately 110 sites for which the company does not believe it has liability based on current information.

There were two new notices in 2023 and none in 2022.

material prices, and financial performance of the reporting unit.

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”).

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

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

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

comprehensive income (loss) in 2020 was recognized in other income (expense) - net in the Consolidated Statement of Operations.

The change is due to the 2020 OPEB Plan amendments.

complexity of proposed chemicals regulation.

| Balance at December 31, 2020 | | | $ | 329 | |

There were no new notices in 2022 or 2021.

For additional information on these derivatives and related exposures, see Note [removed: 19] [added: 20] - Financial Instruments, to the Consolidated Financial Statements.

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

The company uses foreign exchange [removed: contracts] [added: contracts, where possible,] to offset its net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of its operations.

In addition to the contracts disclosed in Note [removed: 19] [added: 20] - Financial Instruments, to the Consolidated Financial Statements, from time to time, the company 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| *(Dollars in millions)* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Foreign currency contracts | | | $ | [removed: 25] [added: 22] | | $ | [removed: 44] [added: 25] | | $ | [removed: (208)] [added: (492)] | | $ | [removed: (211)] [added: (208)] | |

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

*Regulation of Genetically Modified Organisms [removed: (“GMOs”)*][added: (“GMOs”) and Gene Editing*]

For example, in the United States, the Coordinated Framework for Regulation of Biotechnology governs genetically modified [added: or gene edited] organisms, using existing U.S. legislation and legal authorities on food, feed and environmental safety.

Other countries also have rigorous approval processes, procedures, and scientific testing requirements for the cultivation or import of genetically modified seed [removed: products.][added: products and gene editing technology.]

In the United States and other countries that have functioning regulatory systems, a rigorous scientific review is conducted by these agencies to demonstrate that genetically modified [added: and gene edited] products are as safe as traditionally bred, non-biotech/GMO counterparts for food, feed and the environment.

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

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

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

[added: The] EPA also has initiated such evaluations for certain other active ingredients in response to existing or threatened litigation.

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

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

[removed: Furthermore, the length of time and the risk associated with the breeding and] biotech [removed: pipelines are interlinked because both are required as a package for commercial success in markets where biotech] traits are approved for 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.

Speed in discovering, developing, protecting and responding to new technologies, including [added: artificial intelligence and] new technology-based distribution channels that [added: accelerate Corteva’s product development timelines and] could facilitate [removed: Corteva’s] [added: its] ability to engage with customers and end users, and bringing related products to market is a significant competitive advantage.

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

Concerns and claims regarding the safe use of seeds with biotechnology traits and crop protection products in general, [added: and] their potential impact on health and the [removed: environment, and the perceived impacts of biotechnology on health and the environment,] [added: environment] reflect a growing trend in societal demands for increasing levels of product safety and environmental protection.

These and other concerns could manifest themselves in stockholder proposals, preferred purchasing, delays or failures in obtaining or retaining regulatory approvals, delayed product launches, lack of market acceptance, product discontinuation, [added: litigation,] continued pressure for and adoption of more stringent regulatory [removed: intervention and litigation,] [added: intervention,] termination of raw material supply agreements and legal claims.

In addition, government programs that create incentives for [removed: farmers] [added: farmers, including those established by the U.S. Farm Bill,] may be modified or discontinued.

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

In addition, Corteva supplements this approach with strong retail channels, including distributors, agricultural cooperatives and dealers, and with digital [added: and data] solutions that assist farmer decision-making with a view to optimize their product selection and maximize their yield and profitability.

[removed: To maintain such licenses,] Corteva may elect to out-license its technology, including germplasm.

While we [removed: continue to conclude] [added: have concluded] 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.

As these threats continue to evolve, particularly around [removed: cybersecurity,] [added: cybersecurity and artificial intelligence,] Corteva may be required to expend significant resources to enhance its control environment, processes, practices and other protective measures.

Environmental Matters

Information related to environmental matters is included in several areas of this report: (1) Environmental Proceedings beginning on page 27; (2) Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on pages 58-60; and (3) Note 2 - Summary of Significant Accounting Policies, and Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Under the

FIFRA contains similar provisions that allow the public to challenge an EPA’s registration decision.

These lawsuits may subject products to additional use limitations and labeling requirements and further studies, as well as result in registrations being revoked, in whole or in part.

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

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 environmental 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

ITEM 1A.

RISK FACTORS, *continued*

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, 2023, the indemnification assets pursuant to the Chemours Separation Agreement and the Corteva Separation Agreement are in aggregate $104 million within accounts and notes receivable - net and $366 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.

approval of crop protection products.

*European Farm to Fork Strategy*

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

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

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

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

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

Delays

Disposal of

Information regarding certain of these matters is set forth below and in Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Further information with respect to these proceedings is set forth under “Federal Trade Commission Investigation” in in Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

As of December 31, [removed: 2022,] [added: 2023,] 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 “Lorsban® Lawsuits” in Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

[removed: Also in] [added: 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.

As discussed below and in Note [removed: 15] [added: 16] - 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 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- [added: and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").]

In addition to the matters set forth in Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial [removed: Statements] [added: 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 EIDP.

See Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further discussion.

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

*Inari Disputes*

On September 27, 2023, Corteva filed a lawsuit in Delaware federal court against Inari Agriculture, Inc. and Inari Agriculture.

N.V. (collectively “Inari”) asserting claims of Plant Variety Protection infringement, indirect patent infringement, breach of contract, and civil conversion.

Corteva’s lawsuit alleges Inari illegally obtained various varieties of seed technologies from a seed depository and illegally transported them abroad for the purpose of performing gene editing on the technologies and then filing a patent for such technologies.

In December 2023, Inari filed a motion to dismiss the complaint.

The complaint for this lawsuit was amended to include additional patents that are closely related to this patented technology for soybeans.

In August 2023, the court issued a decision adopting Corteva’s claim construction for all five disputed patent terms subject to this litigation.

In December 2023, the Patent Trial and Appeal Board ("PTAB") authorized an Inter Partes Review (“IPR”) proceeding initiated by Bayer to review the patentability of three patents subject to the AAD-1 litigation.

Inari is seeking to join the IPR proceeding.

An oral hearing will occur before the PTAB in September 2024 with decisions expected by December 2024.

Corteva holds numerous additional patents covering its Enlist® traits or Enlist® weed control system.

Therefore, the IPR process is not expected to impact our ability to license and protect Enlist E3® traits.

Corteva's AAD-1 lawsuit is stayed during pendency of the IPR.

In October 2023, the U.S. Patent and Trademark Office granted an ex parte reexamination of the patent for AAD-1 herbicide resistance technology used in Enlist® corn based upon Inari’s petition for review.

Inari alleges the AAD-1 patent is not patentably distinct from another Corteva patent for maize technology, and therefore not valid unless Corteva files a terminal disclaimer giving up its patent term adjustment for the AAD-1 technology, which would result in the AAD-1 patent expiring in May 2025.

Further information with respect to these proceedings is set forth under “Bayer Dispute” in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

In March 2023, Bayer’s motion to dismiss the complaint was denied.

Discussions continue between Bayer and Corteva to seek a resolution to these disputes.

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 case will now proceed to discovery.

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.

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").

*La Porte Plant, La Porte, Texas - Crop Protection - Release Incident Investigations*

On November 15, 2014, there was a release of methyl mercaptan at EIDP's La Porte, Texas, facility.

The release occurred at the site’s crop protection unit resulting in four employee fatalities inside the unit.

The Chemical Safety Board (“CSB”) issued its final report on June 18, 2019, which included recommendations related to the emergency response program at La Porte.

Corteva responded to the CSB on September 30, 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.

After the conclusion of the CSB investigation, criminal U.S. Environmental Protection Agency ("EPA") and the Department of Justice ("DOJ") investigations related to the incident continued.

On January 8, 2021, 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.

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

The maximum statutory penalties per charge are $500,000, or twice the gross gain or loss derived from the incident, as well as up to three years of probation and related ongoing reporting obligations.

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| Delaware | | | | | | | | | | | | | | | | | | 82-4979096 | | | | | | [added: | | |]

| (State or other Jurisdiction of Incorporation or Organization) | | | | | | | | | | | | | | | (I.R.S. Employer Identification No.) | | | | | | | | | [added: | | |]

| 9330 Zionsville Road, | | | Indianapolis, | | | Indiana | | | 46268 | | | | | | [added: | | |] (833) | | | 267-8382 | | | | | |

| 974 Centre Road, | | | Wilmington, | | | Delaware | | | 19805 | | | | | | | | | | | | | | | [added: | | |]

| (Address of Principal Executive Offices) (Zip Code) | | | | | | | | | | | | | | | (Registrant’s Telephone Number, including area code) | | | | | | | | | [added: | | |]

| Delaware | | | | | | | | | | | | | | | | | | 51-0014090 | | | | | | [added: | | |]

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: 2022] [added: 2023] was [removed: $38.9] [added: $40.6] billion.

As of February [removed: 2, 2023, 712,823,000] [added: 1, 2024, 701,783,000] shares of Corteva, Inc's common stock, $0.01 par value, were outstanding.

As of February [removed: 2, 2023,] [added: 1, 2024,] all of EIDP, Inc.’s issued and outstanding common stock, comprised of 200 shares, $0.30 par value per share, is held by Corteva, Inc.

| [Explanatory [removed: Note](#i0a392b7cd8fa4ce4a72e322678a993f3_10)] [added: Note](#i5b696854258a48ad98c9b92062012e90_10)] | | | | | | | | | [removed: [2](#i0a392b7cd8fa4ce4a72e322678a993f3_10)] [added: [2](#i5b696854258a48ad98c9b92062012e90_10)] | | |

| | | | [Item [removed: 1.](#i0a392b7cd8fa4ce4a72e322678a993f3_16)] [added: 1.](#i5b696854258a48ad98c9b92062012e90_16)] | | | [removed: [Business](#i0a392b7cd8fa4ce4a72e322678a993f3_16)] [added: [Business](#i5b696854258a48ad98c9b92062012e90_16)] | | | [removed: [3](#i0a392b7cd8fa4ce4a72e322678a993f3_16)] [added: [3](#i5b696854258a48ad98c9b92062012e90_16)] | | |

| | | | [Item [removed: 1A.](#i0a392b7cd8fa4ce4a72e322678a993f3_19)] [added: 1A.](#i5b696854258a48ad98c9b92062012e90_19)] | | | [Risk [removed: Factors](#i0a392b7cd8fa4ce4a72e322678a993f3_19)] [added: Factors](#i5b696854258a48ad98c9b92062012e90_19)] | | | [removed: [12](#i0a392b7cd8fa4ce4a72e322678a993f3_19)] [added: [12](#i5b696854258a48ad98c9b92062012e90_19)] | | |

| | | | [Item [removed: 1B.](#i0a392b7cd8fa4ce4a72e322678a993f3_22)] [added: 1B.](#i5b696854258a48ad98c9b92062012e90_22)] | | | [Unresolved Staff [removed: Comments](#i0a392b7cd8fa4ce4a72e322678a993f3_22)] [added: Comments](#i5b696854258a48ad98c9b92062012e90_22)] | | | [removed: [25](#i0a392b7cd8fa4ce4a72e322678a993f3_22)] [added: [24](#i5b696854258a48ad98c9b92062012e90_22)] | | |

| | | | [Item [removed: 2.](#i0a392b7cd8fa4ce4a72e322678a993f3_25)] [added: 2.](#i5b696854258a48ad98c9b92062012e90_25)] | | | [removed: [Properties](#i0a392b7cd8fa4ce4a72e322678a993f3_25)] [added: [Properties](#i5b696854258a48ad98c9b92062012e90_25)] | | | [removed: [25](#i0a392b7cd8fa4ce4a72e322678a993f3_25)] [added: [25](#i5b696854258a48ad98c9b92062012e90_25)] | | |

| | | | [Item [removed: 3.](#i0a392b7cd8fa4ce4a72e322678a993f3_28)] [added: 3.](#i5b696854258a48ad98c9b92062012e90_28)] | | | [Legal [removed: Proceedings](#i0a392b7cd8fa4ce4a72e322678a993f3_28)] [added: Proceedings](#i5b696854258a48ad98c9b92062012e90_28)] | | | [removed: [26](#i0a392b7cd8fa4ce4a72e322678a993f3_28)] [added: [26](#i5b696854258a48ad98c9b92062012e90_28)] | | |

| | | | [Item [removed: 4.](#i0a392b7cd8fa4ce4a72e322678a993f3_31)] [added: 4.](#i5b696854258a48ad98c9b92062012e90_31)] | | | [Mine Safety [removed: Disclosures](#i0a392b7cd8fa4ce4a72e322678a993f3_31)] [added: Disclosures](#i5b696854258a48ad98c9b92062012e90_31)] | | | [removed: [28](#i0a392b7cd8fa4ce4a72e322678a993f3_31)] [added: [28](#i5b696854258a48ad98c9b92062012e90_31)] | | |

| | | | [Item [removed: 5.](#i0a392b7cd8fa4ce4a72e322678a993f3_37)] [added: 5.](#i5b696854258a48ad98c9b92062012e90_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0a392b7cd8fa4ce4a72e322678a993f3_37)] [added: Securities](#i5b696854258a48ad98c9b92062012e90_37)] | | | [removed: [29](#i0a392b7cd8fa4ce4a72e322678a993f3_37)] [added: [28](#i5b696854258a48ad98c9b92062012e90_37)] | | |

| | | | [Item [removed: 6.](#i0a392b7cd8fa4ce4a72e322678a993f3_40)] [added: 6.](#i5b696854258a48ad98c9b92062012e90_40)] | | | [removed: [\[Reserved\]](#i0a392b7cd8fa4ce4a72e322678a993f3_40)] [added: [\[Reserved\]](#i5b696854258a48ad98c9b92062012e90_40)] | | | [removed: [30](#i0a392b7cd8fa4ce4a72e322678a993f3_40)] [added: [29](#i5b696854258a48ad98c9b92062012e90_40)] | | |

| | | | [Item [removed: 7.](#i0a392b7cd8fa4ce4a72e322678a993f3_43)] [added: 7.](#i5b696854258a48ad98c9b92062012e90_43)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0a392b7cd8fa4ce4a72e322678a993f3_43)] [added: Operations](#i5b696854258a48ad98c9b92062012e90_43)] | | | [removed: [31](#i0a392b7cd8fa4ce4a72e322678a993f3_43)] [added: [30](#i5b696854258a48ad98c9b92062012e90_43)] | | |

| | | | [Item [removed: 7A.](#i0a392b7cd8fa4ce4a72e322678a993f3_85)] [added: 7A.](#i5b696854258a48ad98c9b92062012e90_82)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0a392b7cd8fa4ce4a72e322678a993f3_85)] [added: Risk](#i5b696854258a48ad98c9b92062012e90_82)] | | | [removed: [61](#i0a392b7cd8fa4ce4a72e322678a993f3_85)] [added: [61](#i5b696854258a48ad98c9b92062012e90_82)] | | |

| | | | [Item [removed: 8.](#i0a392b7cd8fa4ce4a72e322678a993f3_88)] [added: 8.](#i5b696854258a48ad98c9b92062012e90_85)] | | | [Financial Statements and Supplementary [removed: Data](#i0a392b7cd8fa4ce4a72e322678a993f3_88)] [added: Data](#i5b696854258a48ad98c9b92062012e90_85)] | | | [removed: [62](#i0a392b7cd8fa4ce4a72e322678a993f3_88)] [added: [62](#i5b696854258a48ad98c9b92062012e90_85)] | | |

| | | | [Item [removed: 9.](#i0a392b7cd8fa4ce4a72e322678a993f3_91)] [added: 9.](#i5b696854258a48ad98c9b92062012e90_88)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i0a392b7cd8fa4ce4a72e322678a993f3_91)] [added: Disclosure](#i5b696854258a48ad98c9b92062012e90_88)] | | | [removed: [62](#i0a392b7cd8fa4ce4a72e322678a993f3_91)] [added: [62](#i5b696854258a48ad98c9b92062012e90_88)] | | |

| | | | [Item [removed: 9A.](#i0a392b7cd8fa4ce4a72e322678a993f3_94)] [added: 9A.](#i5b696854258a48ad98c9b92062012e90_91)] | | | [Controls and [removed: Procedures](#i0a392b7cd8fa4ce4a72e322678a993f3_94)] [added: Procedures](#i5b696854258a48ad98c9b92062012e90_91)] | | | [removed: [63](#i0a392b7cd8fa4ce4a72e322678a993f3_94)] [added: [63](#i5b696854258a48ad98c9b92062012e90_91)] | | |

| | | | [Item [removed: 9B.](#i0a392b7cd8fa4ce4a72e322678a993f3_97)] [added: 9B.](#i5b696854258a48ad98c9b92062012e90_94)] | | | [Other [removed: Information](#i0a392b7cd8fa4ce4a72e322678a993f3_97)] [added: Information](#i5b696854258a48ad98c9b92062012e90_94)] | | | [removed: [63](#i0a392b7cd8fa4ce4a72e322678a993f3_97)] [added: [64](#i5b696854258a48ad98c9b92062012e90_94)] | | |

| | | | [Item [removed: 9C.](#i0a392b7cd8fa4ce4a72e322678a993f3_100)] [added: 9C.](#i5b696854258a48ad98c9b92062012e90_97)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0a392b7cd8fa4ce4a72e322678a993f3_100)] [added: Inspections](#i5b696854258a48ad98c9b92062012e90_97)] | | | [removed: [63](#i0a392b7cd8fa4ce4a72e322678a993f3_100)] [added: [64](#i5b696854258a48ad98c9b92062012e90_97)] | | |

| | | | [Item [removed: 10.](#i0a392b7cd8fa4ce4a72e322678a993f3_106)] [added: 10.](#i5b696854258a48ad98c9b92062012e90_103)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i0a392b7cd8fa4ce4a72e322678a993f3_106)] [added: Governance](#i5b696854258a48ad98c9b92062012e90_103)] | | | [removed: [64](#i0a392b7cd8fa4ce4a72e322678a993f3_106)] [added: [65](#i5b696854258a48ad98c9b92062012e90_103)] | | |

| | | | [Item [removed: 11.](#i0a392b7cd8fa4ce4a72e322678a993f3_109)] [added: 11.](#i5b696854258a48ad98c9b92062012e90_106)] | | | [Executive [removed: Compensation](#i0a392b7cd8fa4ce4a72e322678a993f3_109)] [added: Compensation](#i5b696854258a48ad98c9b92062012e90_106)] | | | [removed: [66](#i0a392b7cd8fa4ce4a72e322678a993f3_109)] [added: [66](#i5b696854258a48ad98c9b92062012e90_106)] | | |

| | | | [Item [removed: 12.](#i0a392b7cd8fa4ce4a72e322678a993f3_112)] [added: 12.](#i5b696854258a48ad98c9b92062012e90_109)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0a392b7cd8fa4ce4a72e322678a993f3_112)] [added: Matters](#i5b696854258a48ad98c9b92062012e90_109)] | | | [removed: [66](#i0a392b7cd8fa4ce4a72e322678a993f3_112)] [added: [66](#i5b696854258a48ad98c9b92062012e90_109)] | | |

| | | | [Item [removed: 13.](#i0a392b7cd8fa4ce4a72e322678a993f3_115)] [added: 13.](#i5b696854258a48ad98c9b92062012e90_112)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0a392b7cd8fa4ce4a72e322678a993f3_115)] [added: Independence](#i5b696854258a48ad98c9b92062012e90_112)] | | | [removed: [66](#i0a392b7cd8fa4ce4a72e322678a993f3_115)] [added: [67](#i5b696854258a48ad98c9b92062012e90_112)] | | |

| | | | [Item [removed: 14.](#i0a392b7cd8fa4ce4a72e322678a993f3_118)] [added: 14.](#i5b696854258a48ad98c9b92062012e90_115)] | | | [Principal Accountant Fees and [removed: Services](#i0a392b7cd8fa4ce4a72e322678a993f3_118)] [added: Services](#i5b696854258a48ad98c9b92062012e90_115)] | | | [removed: [66](#i0a392b7cd8fa4ce4a72e322678a993f3_118)] [added: [67](#i5b696854258a48ad98c9b92062012e90_115)] | | |

| | | | [Item [removed: 15.](#i0a392b7cd8fa4ce4a72e322678a993f3_124)] [added: 15.](#i5b696854258a48ad98c9b92062012e90_121)] | | | [Exhibits and Financial Statement [removed: Schedules](#i0a392b7cd8fa4ce4a72e322678a993f3_124)] [added: Schedules](#i5b696854258a48ad98c9b92062012e90_121)] | | | [removed: [67](#i0a392b7cd8fa4ce4a72e322678a993f3_124)] [added: [68](#i5b696854258a48ad98c9b92062012e90_121)] | | |

| | | | [Item [removed: 16.](#i0a392b7cd8fa4ce4a72e322678a993f3_310)] [added: 16.](#i5b696854258a48ad98c9b92062012e90_301)] | | | [Form 10-K [removed: Summary](#i0a392b7cd8fa4ce4a72e322678a993f3_310)] [added: Summary](#i5b696854258a48ad98c9b92062012e90_301)] | | | [removed: F-[81](#i0a392b7cd8fa4ce4a72e322678a993f3_310)] [added: F-[83](#i5b696854258a48ad98c9b92062012e90_301)] | | |

| EIDP, Inc. [Financial Statements and Supplementary [removed: Data](#i0a392b7cd8fa4ce4a72e322678a993f3_268)] [added: Data](#i5b696854258a48ad98c9b92062012e90_259)] | | | | | | | | | [removed: F-[72](#i0a392b7cd8fa4ce4a72e322678a993f3_268)] [added: F-[70](#i5b696854258a48ad98c9b92062012e90_250)] | | |

The primary differences between Corteva and EIDP's financial statements relate to EIDP's Preferred Stock - $4.50 Series and EIDP's Preferred Stock - $3.50 Series, a related party loan between EIDP and Corteva, Inc. and the associated tax deductible interest expense for EIDP, [added: a Master In-House Banking Agreement between EIDP] and [added: Corteva, Inc., including certain consolidated subsidiaries, and] the capital structure of Corteva.

The separate EIDP financial statements and footnotes for areas that differ from Corteva, are included within this Annual Report on Form 10-K and begin on page [removed: F-71.][added: F-74.]

- "DuPont" refers to DuPont de Nemours, Inc. after the Separation of Corteva; [added: and]

[removed: The company] [added: With one of the broadest and most productive new product pipelines in the agriculture industry, Corteva] is focused on [removed: advancing its] [added: progressing] science-based [removed: innovation,] [added: innovations,] which [removed: aims] [added: aim] to deliver a wide range of improved [added: agriculture] products and services to its customers.

The company [removed: intends to leverage] [added: leverages] its rich heritage of scientific achievement to advance its robust innovation pipeline and continue to shape the future of responsible agriculture.

The company's broad portfolio of agriculture solutions fuels farmer productivity in approximately [removed: 140] [added: 125] countries.

2023

For the transition period from _______ to _______

___________________________________________________________________________

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

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

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

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

| (State or other Jurisdiction of Incorporation or Organization) | | | | | | | | | | | | | | | (I.R.S. Employer Identification No.) | | | | | | | | | | | |

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

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

| (Address of Principal Executive Offices) (Zip Code) | | | | | | | | | | | | | | | (Registrant’s Telephone Number, including area code) | | | | | | | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

| Corteva, Inc. | | | o | | |

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

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Corteva, Inc. | | | o | | |

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

| [PART I](#i5b696854258a48ad98c9b92062012e90_13) | | | | | | | | | | | |

| | | | [Item 1C.](#i5b696854258a48ad98c9b92062012e90_2642) | | | [Cybersecurity](#i5b696854258a48ad98c9b92062012e90_2642) | | | [24](#i5b696854258a48ad98c9b92062012e90_2642) | | |

| [PART II](#i5b696854258a48ad98c9b92062012e90_34) | | | | | | | | | | | |

| [PART III](#i5b696854258a48ad98c9b92062012e90_100) | | | | | | | | | | | |

| [PART IV](#i5b696854258a48ad98c9b92062012e90_118) | | | | | | | | | | | |

| [SIGNATURES](#i5b696854258a48ad98c9b92062012e90_127) | | | | | | | | | [71](#i5b696854258a48ad98c9b92062012e90_127) | | |

| | | | | | |

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

| | | | | | |

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

The company monitors its recruitment and talent development processes, in order to prevent and detect inequities and potentially discriminatory practices that could negatively impact the creation of an inclusive culture and the retention of key talent for our leadership pipeline.

| 6 to 10 years | | | 2,000 | | | 3,600 | | |

| 16 to 20 years | | | 1,000 | | | 400 | | |

2022

____________________________________________________________________________

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

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

| [PART I](#i0a392b7cd8fa4ce4a72e322678a993f3_13) | | | | | | | | | | | |

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

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

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

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

- "DAS" refers to the agriculture business of Historical Dow, Dow AgroSciences; and

Corteva has one of the broadest and most productive new product pipelines in the agriculture industry.

It also sets forth other agreements that govern certain aspects of the Parties’ ongoing relationships after the completion of the Distributions (the "Corteva Separation Agreement").

In 2020, Corteva signed an agreement with J.G. Boswell Company to purchase the remaining 46.5 percent interest in PhytoGen® Seed Company, LLC – a joint venture between the two companies.

With a 100% ownership position in PhytoGen® Seed Company, LLC, Corteva became the sole owner of the intellectual property, including patents, trademarks, proprietary germplasm and information, as well as know-how.

portfolio growth.

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.

| 11 to 15 years | | | 2,500 | | | 5,100 | | |

| 16 to 20 years | | | 700 | | | 200 | | |

Environmental Matters

Information related to environmental matters is included in several areas of this report: (1) Environmental Proceedings beginning on page 27, (2) Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on pages 58-60 and (3) Note 2 - Summary of Significant Accounting Policies, and Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

*Risk Management and Strategy.* The company’s risk management programs for cybersecurity are integrated into the company’s enterprise risk management and general compliance programs and processes.

Our cybersecurity program utilizes a layered, defense-in-depth strategy to identify and mitigate cybersecurity threats.

The company’s information security team is responsible for the day-to-day management of the company’s global information security program, which includes defining policies and procedures to safeguard our information systems and data, conducting vulnerability, threat and third-party information security assessments, information security event management (i.e., responding to ransomware and other cyber-attacks, business continuity and recovery), evaluating external cyber intelligence, supporting industry cybersecurity efforts and working with governmental agencies.

The global information security team also develops training for personnel (e.g., employees and contractors) with access to Corteva’s system to support adherence to the company’s policies and procedures, along with increasing awareness of cyber-related risk.

The personnel training includes, but is not limited to, mandatory onboarding training, phishing simulations with automated remediation training, table-top incident response exercises, and educational intranet posting and email campaigns.

Our Enterprise Risk Management Committee, which includes the company’s Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”), independently assesses and monitors the effectiveness of the company’s cybersecurity risk management programs and strategies.

The company’s internal audit function also performs independent reviews and validation of the various programs, including policies and procedures as determined by their annual risk assessment.

The company leverages the U.S. Department of Commerce’s National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“Framework”) as the foundation of its global information security program.

The NIST Framework provides standards, guidelines, and practices for organizations to better manage and reduce cybersecurity risk and is designed to foster risk and cybersecurity management communications amongst both internal and external organizational stakeholders.

The company’s information security team works with independent, third-party consultants annually to assess the maturity of the company’s cybersecurity program within the NIST Framework and to develop strategic areas of focus for the company’s programs commensurate with the company’s business objectives.

As part of the company’s global information security program, we leverage both internal and external assessments and partnerships with industry leaders to help approach information security company-wide.

Additionally, the company maintains a comprehensive program that defines standards for the planning, sourcing, management, and oversight of third-party relationships and third-party access to its system, facilities, and/or confidential or proprietary data.

Cybersecurity incidents may create risk to the company that may impact its reputation, financial performance, ability to operate safely or at all, and the value of its intellectual property.

Like most major corporations, the company is the target of industrial espionage, including cyberattacks, from time to time.

The company has determined that these incidents have resulted, and could result in the future, in unauthorized parties gaining access to certain confidential business information.

However, to date, Corteva has not experienced any known cybersecurity incidents that have materially affected the company, including the company's results of operations and financial condition, changes in the competitive environment, business operations and strategy.

Although management does not believe that Corteva has experienced any material losses to date related to cybersecurity incidents, there can be no assurance that Corteva will not suffer such losses in the future.

For more information on potential risk related to cybersecurity incidents, including intellectual property theft and operational disruption, please see “Item 1A – Risk Factors” of this report.

*Governance.* The company’s Audit Committee and Governance and Compliance Committee provide board oversight of company cybersecurity risks.

The Audit Committee conducts a minimum of two cybersecurity program updates per year, including a review of capital spend, budget, and staffing, as well as quarterly reports on cybersecurity threats and key risk indicators related to the company’s progress on risk mitigation activities.

The Governance and Compliance Committee, as part of its oversight for the enterprise risk management program company-wide, reviews and ensures that the company’s oversight

Part I

and governance structure related to company risks, including cybersecurity risks, remains appropriate and that risks are appropriately managed.

The company’s CIO oversees the company’s information technology programs and investments.

The company’s CISO reports to the CIO and oversees the company’s information security programs.

The company’s CIO has over 30 years of information technology experience, including nine years in various information technology leadership roles.

Our CIO holds a bachelor of science and master of science degrees in organizational communications as well as an M.B.A. in information technology.

The company’s CISO has over thirty years of experience in information security and is a Certified Information Security Manager® (CISM®), a Certified Data Privacy Solutions Engineer™ (CDPSE®), as well as being Certified in Risk and Information Systems Control® (CRISC®).

Our CISO holds a bachelor of science degree in electric engineering as well as an M.B.A. in operations, technology.

Both the CIO and CISO regularly report to the Audit Committee, Board and Governance and Compliance Committee, on the company’s identification, prevention, detection, mitigation and remediation of cybersecurity risks and incidents.

In 2023, the Board reviewed the company’s cybersecurity program and maturity assessment, while the Audit Committee provided regular oversight of cybersecurity risks, with cybersecurity discussions and dashboard reviews of key performance indicators and risks at five committee meetings during the course of the year.

With respect to specific incidents, the company leverages an incident response framework to elevate and evaluate specific incidents to the CIO and CISO, along with the company’s senior leadership, including the finance and legal functions.

In the event of a potentially material cybersecurity incident, the Audit Committee would be immediately notified and briefed.

The company has [removed: 85] [added: 99] manufacturing sites in the following geographic regions:

| North America1 | | | [removed: 6] [added: 7] | | | 40 | | | [removed: 46] [added: 47] | | |

| EMEA2 | | | [removed: 6] [added: 14] | | | 8 | | | [removed: 14] [added: 22] | | |

| Latin America | | | [removed: 4] [added: 8] | | | [removed: 14] [added: 13] | | | [removed: 18] [added: 21] | | |

| Asia Pacific | | | [removed: 4] [added: 6] | | | 3 | | | [removed: 7] [added: 9] | | |

| Total | | | [removed: 20] [added: 35] | | | [removed: 65] [added: 64] | | | [removed: 85] [added: 99] | | |

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

ITEM 5.

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

Market for Registrant's Common Equity and Related Stockholder Matters

The company's common stock is listed on the New York Stock Exchange, Inc. (symbol: CTVA).

The number of record holders of common stock was approximately 66,000 at February 1, 2024.

During 2023 and 2022, the company paid four quarterly dividends on its common stock.

See the below table for dividend information for each quarter during 2023 and 2022.

| | | | | | | | | |

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

| | | | 2023 | | | 2022 | | |

| Fourth Quarter | | | $ | 0.16 | | $ | 0.15 | |

| Third Quarter | | | 0.16 | | | 0.15 | | |

| Second Quarter | | | 0.15 | | | 0.14 | | |

| First Quarter | | | 0.15 | | | 0.14 | | |

| Total | | | $ | 0.62 | | $ | 0.58 | |

See Part III, Item 11.

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

Part II

| | | | [removed: 2022] [added: 6/3/2019] | | | [removed: 2021] [added: 12/31/2019] | | | [added: 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | | 12/31/2023 | | |]

The following table summarizes information with respect to the company's purchase of its common stock during the three months ended December 31, [removed: 2022:][added: 2023:]

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

[removed: 1.On] [added: 1.On] September 13, [removed: 2022 and August 5, 2021,] [added: 2022,] Corteva, Inc. announced that its Board of Directors authorized a $2 billion share repurchase program [removed: 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.

[removed: ][added: ]

| Corteva | | | $ | 100 | | $ | 120 | | $ | 161 | | $ | 198 | | $ | 249 | | [added: $ | 205 | |]

| S&P 500 Index | | | 100 | | | 119 | | | 141 | | | 181 | | | 149 | | | [added: 188 | | |]

| S&P 500 Chemicals Index | | | 100 | | | 112 | | | 129 | | | 160 | | | 139 | | | [added: 151 | | |]

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: 2022.][added: 2023.]

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

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

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

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

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

Market for Registrant's Common Equity and Related Stockholder Matters

The company's common stock is listed on the New York Stock Exchange, Inc. (symbol: CTVA).

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

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

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

| | | | | | | | | |

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

| Fourth Quarter | | | $ | 0.15 | | $ | 0.14 | |

| Third Quarter | | | $ | 0.15 | | $ | 0.14 | |

| Second Quarter | | | $ | 0.14 | | $ | 0.13 | |

| First Quarter | | | $ | 0.14 | | $ | 0.13 | |

| Total | | | $ | 0.58 | | $ | 0.54 | |

See Part III, Item 11.

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

| 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 | |

Part II

ITEM 5.

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

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

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

| | | | 6/3/2019 | | | 12/31/2019 | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | |

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 [removed: successfully develop and commercialize Corteva’s pipeline; (ii) failure to] obtain or maintain the necessary regulatory approvals for some of Corteva’s products; [added: (ii) failure to successfully develop and commercialize Corteva’s pipeline;] (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (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) [removed: 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; [removed: (xv)] [added: (xiv)] risks related to Corteva's global operations; [removed: (xvi)] [added: (xv)] failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; [added: (xvi) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems;] (xvii) failure [added: of Corteva’s customers] to [added: pay their debts to Corteva, including customer financing programs; (xviii) failure to] raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; [removed: (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 [removed: defend] [added: defense] 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.

The following is a summary of results from continuing operations for the year ended December 31, [removed: 2022:][added: 2023:]

- The company reported net sales of [removed: $17,455] [added: $17,226] million, [removed: an increase] [added: a decrease] of [removed: 11] [added: 1] percent versus the year ended December 31, [removed: 2021,] [added: 2022,] reflecting a 10 percent [removed: increase] [added: decrease] in [removed: price] [added: volume] and a [removed: 5] [added: 1] percent [removed: increase in volume,] [added: unfavorable impact from currency,] partially offset by a [removed: 3] [added: 7] percent [removed: unfavorable impact from currency] [added: price increase] and a [removed: 1] [added: 3] percent [removed: unfavorable impact from portfolio.][added: favorable portfolio and other impact.]

- Cost of goods sold ("COGS") totaled [removed: $10,436] [added: $9,920] million, [removed: up] [added: down] from [removed: $9,220] [added: $10,436] million for the year ended December 31, [removed: 2021,] [added: 2022,] primarily driven by [removed: increased volumes] [added: lower volumes, ongoing cost] and [added: productivity actions and a decrease in royalty expense, partially offset by] higher input costs, [removed: freight and logistics,] which are primarily [removed: market-driven, partially offset by ongoing cost and productivity actions.][added: macro-economic driven.]

- Restructuring and asset related charges - net were [removed: $363] [added: $336] million, [removed: an increase] [added: a decrease] from [removed: $289] [added: $363] million for the year ended December 31, [removed: 2021.][added: 2022.]

The year ended December 31, [removed: 2022] [added: 2023] primarily included [removed: $272] [added: $217] million related to [removed: severance and related benefit costs,] asset related charges, [added: including non-cash impairment charges of $152 million,] and contract termination charges associated with [removed: 2022] [added: the Crop Protection Operations Strategy] Restructuring [removed: Activities and $109] [added: Program, charges of $72] million of non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance [removed: traits, partially offset by a] [added: traits and $42 million related to severance and related] benefit [added: costs, asset related charges and contract termination charges] associated with [removed: previous restructuring programs.][added: the 2022 Restructuring Actions.]

- Income from continuing operations after income taxes was [removed: $1,216] [added: $941] million, as compared to [removed: $1,822] [added: $1,216] million for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: *•*Operating] [added: - Operating] EBITDA was [removed: $3,224] [added: $3,381] million, which improved from [removed: $2,576] [added: $3,224] million for the year ended December 31, [removed: 2021,] [added: 2022,] primarily driven by [removed: strong] price [removed: execution, volume gains in all regions] [added: execution] and productivity actions, partially offset by [removed: inflation] [added: lower volumes coupled with cost] and currency headwinds.

Refer to page [removed: 45] [added: 44] for further discussion of the company's Non-GAAP financial measures.

In addition to the financial highlights above, the following events occurred during [removed: or subsequent to] the year ended December 31, [removed: 2022:][added: 2023:]

- The company returned approximately [removed: $1.4] [added: $1.2] billion to shareholders during the year ended December 31, [removed: 2022] [added: 2023] under its previously announced share repurchase programs and through common stock dividends.

- On July [removed: 22, 2022,] [added: 21, 2023,] the company's Board of Directors approved a [removed: 7.1] [added: 6.7] percent increase in the [added: quarterly] common stock dividend from [removed: $0.14] [added: $0.15] per share to [removed: $0.15] [added: $0.16] per share.

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

The company [removed: believes] [added: continues to believe] the following priorities will [removed: enable it to] create significant value for its customers [removed: while delivering strong financial returns to its] [added: and] shareholders over the mid-term:

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

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

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

Cash payments related to these charges are anticipated to be [removed: $180 million] [added: up] to $210 million, of which approximately [removed: $90] [added: $150] million has been paid through December 31, [removed: 2022,] [added: 2023,] and primarily relate to the payment of severance and related benefits, contract terminations and other charges.

The restructuring actions associated with these charges are expected to be substantially complete in [removed: 2023.][added: 2024.]

The total pre-tax restructuring and other charges [added: recognized through the year ended December 31, 2023] included [removed: $48] [added: $53] million associated with the Russia [removed: Exit for the year ended December 31, 2022.][added: Exit.]

The Russia Exit [removed: net] pre-tax [added: restructuring] charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges, and [removed: $26] [added: $30] million of costs related to contract terminations (including early lease terminations).

Other pre-tax charges associated with the Russia Exit were recorded to cost of goods sold and other income (expense) – net in the Consolidated Statement of Operations, relating to inventory write-offs of [removed: $2] [added: $3] million and settlement costs of $8 million, respectively.

[removed: The company also recorded] [added: 4.Includes] a [removed: pre-tax] benefit of [added: $18 million and] $3 million [added: for the years ended December 31, 2023 and 2022, respectively,] relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to [removed: 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”).][added: purchase.]

See Note [removed: 5] [added: 6] - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements for additional information.

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

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

Through the year ended December 31, [removed: 2022,] [added: 2023,] the company recorded net pre-tax restructuring charges of [removed: $160] [added: $167] million inception-to-date under the 2021 Restructuring Actions, consisting of [removed: $69] [added: $70] million of severance and related benefit costs, $45 million of asset related charges, [removed: $6] [added: $12] million of asset retirement obligations and $40 million of costs related to contract terminations (contract terminations includes early lease terminations).

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

See Note [removed: 5] [added: 6] - Restructuring and Asset Related Charges - Net, to the Consolidated Financial [removed: Statements,] [added: Statements] for additional information.

| (In millions) | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net Sales | | | $ | [removed: 17,455] [added: 17,226] | | $ | [removed: 15,655] [added: 17,455] | | $ | [removed: 14,217] [added: 15,655] | |

[removed: 2022] [added: 2023] versus [removed: 2021][added: 2022]

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

Net sales were [removed: $15,655] [added: $17,226] million for the year ended December 31, [removed: 2021,] [added: 2023,] compared to [removed: $14,217] [added: $17,455] million for the year ended December 31, [removed: 2020.][added: 2022.]

| (In millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Worldwide | | | $ | [removed: 17,455] [added: 17,226] | | 100 | | % | $ | [removed: 15,655] [added: 17,455] | | 100 | | % | $ | [removed: 14,217] [added: 15,655] | | 100 | | % |

| North America | | | [removed: 8,294] [added: 8,590] | | | [removed: 48] [added: 50] | | % | [removed: 7,536] [added: 8,294] | | | 48 | | % | [removed: 7,168] [added: 7,536] | | | [removed: 50] [added: 48] | | % |

| EMEA | | | [removed: 3,256] [added: 3,367] | | | 19 | | % | [removed: 3,123] [added: 3,256] | | | [removed: 20] [added: 19] | | % | [removed: 2,842] [added: 3,123] | | | 20 | | % |

| Latin America | | | [removed: 4,445] [added: 3,906] | | | [removed: 25] [added: 23] | | % | [removed: 3,545] [added: 4,445] | | | [removed: 23] [added: 25] | | % | [removed: 2,805] [added: 3,545] | | | [removed: 20] [added: 23] | | % |

| Asia Pacific | | | [removed: 1,460] [added: 1,363] | | | 8 | | % | [removed: 1,451] [added: 1,460] | | | [removed: 9] [added: 8] | | % | [removed: 1,402] [added: 1,451] | | | [removed: 10] [added: 9] | | % |

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

Acquisitions

On March 1, 2023, Corteva completed its previously announced acquisition of all the outstanding equity interests in Stoller Group Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies.

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

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

Crop Protection Operations Strategy Restructuring Program

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

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

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

Reductions in workforce are subject to local regulatory requirements.

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

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

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

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

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

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

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

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

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

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

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

Results of Operations

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

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

The unfavorable currency impacts

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

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

| EMEA | | | 111 | | | 3 | | % | 19 | | % | (11) | | % | (8) | | % | 3 | | % |

| Total | | | $ | (229) | | (1) | | % | 7 | | % | (10) | | % | (1) | | % | 3 | | % |

2023 versus 2022

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

2023 versus 2022

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

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

| (In millions) | | | 2023 | | | 2022 | | | 2021 | | |

2023 versus 2022

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

| (In millions) | | | 2023 | | | 2022 | | | 2021 | | | | | |

2023 versus 2022

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

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.

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

Global Economic Conditions

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

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

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

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

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

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

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

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

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

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

Execute to Win Productivity Program

During the first quarter of 2020, Corteva approved restructuring actions designed to improve productivity through optimizing certain operational and organizational structures primarily related to the Execute to Win Productivity Program.

The company recorded net pre-tax restructuring charges of $173 million from inception-to-date under the Execute to Win Productivity Program, consisting of $120 million of asset related charges and $53 million of severance and related benefit costs.

Actions associated with the Execute to Win Productivity Program were substantially complete by the end of 2020.

The company expected $130 million of savings on a run rate basis by 2023, which was achieved in 2022.

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

2021 versus 2020

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

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

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

| Total | | | $ | 1,438 | | 10 | | % | 4 | | % | 5 | | % | 1 | | % | — | | % |

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

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

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

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

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

2020

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

The increase was primarily driven by an increase in non-operating pension and other post-employment benefit credits, driven by the 2020 OPEB Plan Amendments, a decrease in net exchange losses, and the Employee Retention Credit pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act (“CAA”) and American Rescue Plan Act (“ARPA”).

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

For the year ended December 31, 2020, the company’s effective tax rate of (12.0) percent on pre-tax income from continuing operations of $675 million was favorably impacted by a $(182) million tax benefit associated with the recognition of an elective cantonal component of the recent enactment of the Federal Act on Tax Reform and AHV Financing (“Swiss Tax Reform”), a $(51) million tax benefit related to a return to accrual adjustment associated with an elective change in accounting method for the 2019 tax year impact of The Act's foreign tax provisions, a $(14) million tax benefit related to a return to accrual adjustment to reflect a change in estimate on the impact of a tax law enactment in a foreign jurisdiction, as well as an additional $(14) million of net tax benefits associated with changes in accruals for certain prior year tax positions in various other jurisdictions.

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

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

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

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

The company expects an increase in U.S. planted area and continues to monitor dynamic weather conditions around the world.

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

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

As of December 31, [removed: 2022,] [added: 2023,] EIDP's CEO and CFO, together with management, conducted an evaluation of the effectiveness of 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 EIDP's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, EIDP's internal control over financial reporting.

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

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

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

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

Part II

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

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

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

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

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

The names of our executive officers and their ages, titles, and biographies as of February [removed: 9, 2023] [added: 8, 2024] are set forth below:

Magro,* age [removed: 53,] [added: 54,] was named Chief Executive Officer [added: and director] of Corteva effective November 2021.

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

[removed: He] [added: While at Nutrien he] also led the company through numerous M&A [removed: transactions,] [added: transactions thereby,] expanding [removed: globally and restructuring the industry.][added: its global footprint.]

Anderson,* age [removed: 73,] [added: 74,] was named Executive Vice President and Chief Financial Officer of Corteva effective April 2021.

Glenn*, age [removed: 56,] [added: 57,] was named Executive Vice President, Seed Business Unit of Corteva effective April 2022.

Mr. Glenn is a member of the Iowa Business Council and currently [removed: vice] [added: serves as] chair [removed: for] [added: of both] the Food Bank of Iowa [removed: Board] [added: and the Iowa Business Education Alliance board] of [removed: Directors.][added: directors.]

*Robert King,* age [removed: 52,] [added: 53,] was named Executive Vice President, Crop Protection Business Unit of Corteva effective April 2022.

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 [removed: and was appointed to lead the centralization of the company’s supply chain.]

[added: 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.

*Dr. Samuel Eathington*, age [removed: 54,] [added: 55,] was named Executive Vice President, Chief Technology and Digital Officer of Corteva effective April 2022, where he is responsible for leading the company’s global research and development organization, building and expanding its industry-leading pipeline, and overseeing all aspects of Corteva’s digital farming strategy and investments.

Fuerer*, age [removed: 56,] [added: 57,] was named Senior Vice President, General Counsel and Secretary of Corteva effective May 2019, where he is responsible for legal, compliance, [removed: enterprise risk management, government] and [removed: industry affairs and corporate communications.][added: public affairs.]

Mr. Fuerer previously served as general counsel of the agriculture division of DowDuPont Inc. since June 2018 and prior to that served as associate general counsel supporting the agriculture division of DowDuPont after [removed: the Merger] [added: their merger] in September 2017.

*Audrey Grimm*, age [removed: 42,] [added: 43,] was named Senior Vice President and Chief Human Resources and Diversity Officer of Corteva effective March 2022.

*Brian Titus*, age [removed: 50,] [added: 51,] was named Vice President, Controller and Principal Accounting Officer of Corteva effective May 2019.

He joined Agrium Inc. in 2009 following a productive career with NOVA Chemicals Corp. Mr. Magro has served on the board of directors of Ingredion Inc., a global provider of ingredient solutions to the food and beverage manufacturing industry since May 2022.

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

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

Mr. Titus is a certified public accountant.

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.

Prior to this, he served as a Regional Manager at

Part III

He is also responsible for our sustainable innovation commitments.

Information related to executive compensation and the company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Part III

Information with respect to this Item is incorporated herein by reference to the definitive Proxy Statement for the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meetings of Stockholders of Corteva, Inc., including information within the section entitled, “Ratification of Independent Registered Public Accounting Firm.”

3.EIDP Financial Statements (Starting on page [removed: F-68] [added: F-74] of this report).

| | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

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

| Additions charged to expenses | | | [removed: 3] [added: 24] | | | [removed: 6] [added: 3] | | | [removed: 52] [added: 6] | | |

| Deductions from reserves1 | | | [removed: (19)] [added: (13)] | | | [removed: (4)] [added: (19)] | | | [removed: (18)] [added: (4)] | | |

| Balance at end of period | | | $ | [removed: 194] [added: 205] | | $ | [removed: 210] [added: 194] | | $ | [removed: 208] [added: 210] | |

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

| Additions charged to expenses | | | [removed: 87] [added: 225] | | | [removed: 97] [added: 87] | | | [removed: 56] [added: 97] | | |

| Deductions from reserves2 | | | [removed: (111)] [added: (65)] | | | [removed: (184)] [added: (111)] | | | [removed: (60)] [added: (184)] | | |

| Balance at end of period | | | $ | [removed: 342] [added: 510] | | $ | [removed: 366] [added: 342] | | $ | [removed: 453] [added: 366] | |

| [3.3](http://www.sec.gov/Archives/edgar/data/30554/000119312517274840/d438565dex31.htm) | | | | | | Amended and Restated Certificate of Incorporation of EIDP, Inc. [added: (incorporated by reference to Exhibit No. 3.3 to Corteva’s and EIDP’s Quarterly Report on Form 10-Q (Commission file numbers 001-38710 and 001-00815), filed on May 4, 2023)] | | |

| [10.9](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex43.htm) | | | | | | [removed: The E. I. du Pont de Nemours] [added: Amended] and [removed: Company] [added: Restated] Management Deferred Compensation [removed: Plan, incorporated] [added: Plan (incorporated] by reference to Exhibit [removed: 4.3] [added: 10.1] to [removed: DowDuPont Inc. Registration Statement] [added: Corteva’s and EIDP’s Quarterly Report] on Form [removed: S-8] [added: 10-Q] (Commission file [removed: number 333-220324)] [added: numbers 001-38710 and 001-00815),] filed [removed: September 1, 2017.] [added: on August 4, 2023).] | | |

| Purchase Accounting Adjustments | | | 8 | | | — | | | — | | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/1755672/000119312521310412/d249489dex101.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000025/corteva-9302023xex101.htm)] | | | | | | [removed: Letter] [added: Supplemental] Agreement [added: to the Memorandum of Understanding] between [removed: Charles Victor Magro and] [added: The Chemours Company,] Corteva, Inc., [added: E. I. du Pont de Nemours and Company and DuPont de Nemours, Inc.,] dated [removed: October 25, 2021] [added: September 5, 2023] (incorporated by reference to Exhibit 10.1 to Corteva’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (Commission file number 001-38710), filed on [removed: October 28, 2021).] [added: November 9, 2023).] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex21.htm)] | | | | | | Subsidiaries of the Registrant. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex231.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - Corteva, Inc. | | |

| [removed: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex232.htm)] [added: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex232.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - EIDP, Inc. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex311.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of the company’s and EIDP’s Principal Executive Officer. | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex312.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of the company’s and EIDP’s Principal Financial Officer. | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000005/ctva-12312022xex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex321.htm)] | | | | | | Section 1350 Certification of the company’s and 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/1755672/000175567223000005/ctva-12312022xex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex322.htm)] | | | | | | Section 1350 Certification of the company’s and 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: 9, 2023] [added: 8, 2024] | | |

| /s/ Gregory R. Page | | | | | | Non-Executive Chairman of the Board of Directors and Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Lamberto Andreotti | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ David C. Everitt | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Klaus A. Engel | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Michael O. Johanns | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Janet P. Giesselman | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Karen H. Grimes | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Rebecca B. Liebert | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Marcos M. Lutz | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Nayaki R. Nayyar | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Kerry J. Preete | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ Patrick J. Ward | | | | | | Director | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ David J. Anderson | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| /s/ David J. Anderson | | | | | | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#i0a392b7cd8fa4ce4a72e322678a993f3_136)] [added: Reporting](#i5b696854258a48ad98c9b92062012e90_133)] | | | [removed: F-[2](#i0a392b7cd8fa4ce4a72e322678a993f3_136)] [added: F-[2](#i5b696854258a48ad98c9b92062012e90_133)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i0a392b7cd8fa4ce4a72e322678a993f3_139) 238[)](#i0a392b7cd8fa4ce4a72e322678a993f3_139)] [added: ID](#i5b696854258a48ad98c9b92062012e90_136) 238[)](#i5b696854258a48ad98c9b92062012e90_136)] | | | [removed: F-[3](#i0a392b7cd8fa4ce4a72e322678a993f3_139)] [added: F-[3](#i5b696854258a48ad98c9b92062012e90_136)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021,] [added: 202](#i5b696854258a48ad98c9b92062012e90_139)[3](#i5b696854258a48ad98c9b92062012e90_139)[, 202](#i5b696854258a48ad98c9b92062012e90_139)[2](#i5b696854258a48ad98c9b92062012e90_139)[,] and [removed: 2020](#i0a392b7cd8fa4ce4a72e322678a993f3_142)] [added: 202](#i5b696854258a48ad98c9b92062012e90_139)1] | | | [removed: F-[5](#i0a392b7cd8fa4ce4a72e322678a993f3_142)] [added: F-[5](#i5b696854258a48ad98c9b92062012e90_139)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 202](#i0a392b7cd8fa4ce4a72e322678a993f3_145)[2](#i0a392b7cd8fa4ce4a72e322678a993f3_145)[, 202](#i0a392b7cd8fa4ce4a72e322678a993f3_145)[1](#i0a392b7cd8fa4ce4a72e322678a993f3_145)[,] [added: 202](#i5b696854258a48ad98c9b92062012e90_142)[3](#i5b696854258a48ad98c9b92062012e90_142)[, 202](#i5b696854258a48ad98c9b92062012e90_142)[2](#i5b696854258a48ad98c9b92062012e90_142)[,] and [removed: 20](#i0a392b7cd8fa4ce4a72e322678a993f3_145)20] [added: 20](#i5b696854258a48ad98c9b92062012e90_142)21] | | | [removed: F-[6](#i0a392b7cd8fa4ce4a72e322678a993f3_145)] [added: F-[6](#i5b696854258a48ad98c9b92062012e90_142)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i0a392b7cd8fa4ce4a72e322678a993f3_148)[2](#i0a392b7cd8fa4ce4a72e322678a993f3_148)] [added: 202](#i5b696854258a48ad98c9b92062012e90_145)[3](#i5b696854258a48ad98c9b92062012e90_145)] [and [removed: 20](#i0a392b7cd8fa4ce4a72e322678a993f3_148)21] [added: 20](#i5b696854258a48ad98c9b92062012e90_145)22] | | | [removed: F-[7](#i0a392b7cd8fa4ce4a72e322678a993f3_148)] [added: F-[7](#i5b696854258a48ad98c9b92062012e90_145)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i0a392b7cd8fa4ce4a72e322678a993f3_154)[2](#i0a392b7cd8fa4ce4a72e322678a993f3_154)[, 202](#i0a392b7cd8fa4ce4a72e322678a993f3_154)[1](#i0a392b7cd8fa4ce4a72e322678a993f3_154)[,] [added: 202](#i5b696854258a48ad98c9b92062012e90_151)[3](#i5b696854258a48ad98c9b92062012e90_151)[, 202](#i5b696854258a48ad98c9b92062012e90_151)[2](#i5b696854258a48ad98c9b92062012e90_151)[,] and [removed: 20](#i0a392b7cd8fa4ce4a72e322678a993f3_154)20] [added: 20](#i5b696854258a48ad98c9b92062012e90_151)21] | | | [removed: F-[8](#i0a392b7cd8fa4ce4a72e322678a993f3_154)] [added: F-[8](#i5b696854258a48ad98c9b92062012e90_151)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 202](#i0a392b7cd8fa4ce4a72e322678a993f3_157)[2](#i0a392b7cd8fa4ce4a72e322678a993f3_157)[, 202](#i0a392b7cd8fa4ce4a72e322678a993f3_157)[1](#i0a392b7cd8fa4ce4a72e322678a993f3_157)[,] [added: 202](#i5b696854258a48ad98c9b92062012e90_154)[3](#i5b696854258a48ad98c9b92062012e90_154)[, 202](#i5b696854258a48ad98c9b92062012e90_154)[2](#i5b696854258a48ad98c9b92062012e90_154)[,] and [removed: 20](#i0a392b7cd8fa4ce4a72e322678a993f3_157)20] [added: 20](#i5b696854258a48ad98c9b92062012e90_154)21] | | | [removed: F-[9](#i0a392b7cd8fa4ce4a72e322678a993f3_157)] [added: F-[9](#i5b696854258a48ad98c9b92062012e90_154)] | | |

[removed: | [Notes] [added: Notes] to the Consolidated Financial [removed: Statements](#i0a392b7cd8fa4ce4a72e322678a993f3_163) | | | F-[10](#i0a392b7cd8fa4ce4a72e322678a993f3_163) | | |][added: Statements (continued)]

Management assessed the effectiveness of the company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in *Internal Control-Integrated Framework (2013)*.

Based on its assessment and those criteria, management concluded that the company maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] as stated in their report, which is presented on the following pages.

[removed:  ][added:  ![D.]

To the [removed: Stockholders and] Board of Directors [added: and Stockholders] of Corteva, Inc.

We have audited the accompanying consolidated balance sheets of Corteva, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] appearing under Item 15 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

| [10.24](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000018/corteva-6302023xex102.htm) | | | | | | Amendment to EIDP, Inc.’s Retirement Savings Restoration Plan. (incorporated by reference to Exhibit No. 10.2 to Corteva’s and EIDP’s Quarterly Report on Form 10-Q (Commission file numbers 001-38710 and 001-00815), filed on August 4, 2023 | | |

| [97](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/clawbackpolicy.htm) | | | | | | Corteva, Inc. Clawback Policy | | |

| February 8, 2024 | | | | | | | | |

| /s/ Charles V. Magro | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February 8, 2024 | | |

| [Notes to the Consolidated Financial Statements](#i5b696854258a48ad98c9b92062012e90_160) | | | F-[10](#i5b696854258a48ad98c9b92062012e90_160) | | |

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

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

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

Anderson.jpg](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-20231231_g7.jpg)

February 8, 2024

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the Stoller Group, Inc. (“Stoller”) and Quorum Vital Investment, S.L. and its affiliates (“Symborg”) businesses from its assessment of internal control over financial reporting as of December 31, 2023 because they were acquired by the Company in purchase business combinations during 2023.

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

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

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

February 8, 2024

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

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

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

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

| Proceeds from settlement of net investment hedge | | | 42 | | | — | | | — | | |

| Repurchase of common stock | | | | | | (171) | | | | | | (585) | | | | | | | | | (756) | | |

| Balance at December 31, 2023 | | | $ | 7 | | $ | 27,748 | | | | | $ | (41) | | $ | (2,677) | | $ | 242 | | $ | 25,279 | |

| 4 | | | [Business Combinations](#i5b696854258a48ad98c9b92062012e90_2614) | | | F-[18](#i5b696854258a48ad98c9b92062012e90_2614) | | |

| 5 | | | [Revenue](#i5b696854258a48ad98c9b92062012e90_172) | | | F-[19](#i5b696854258a48ad98c9b92062012e90_172) | | |

| 8 | | | [Income Taxes](#i5b696854258a48ad98c9b92062012e90_184) | | | F-[26](#i5b696854258a48ad98c9b92062012e90_184) | | |

| 11 | | | [Inventories](#i5b696854258a48ad98c9b92062012e90_193) | | | F-[32](#i5b696854258a48ad98c9b92062012e90_193) | | |

| 14 | | | [Leases](#i5b696854258a48ad98c9b92062012e90_205) | | | F-[34](#i5b696854258a48ad98c9b92062012e90_205) | | |

The consolidated financial statements contained in this Annual Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the company, its majority owned subsidiaries over which the company exercises control.

The Consolidated Financial Statements and other financial information included in this Annual Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.

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

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

impact pre-tax earnings by approximately $10 million.

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

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

Acquisitions

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

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

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

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

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

| February 9, 2023 | | | | | | | | |

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

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

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

February 9, 2023

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

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

| Balance at January 1, 2020 | | | $ | 7 | | $ | 27,997 | | | | | $ | (425) | | $ | (3,270) | | $ | 246 | | $ | 24,555 | |

| Repurchase of common stock | | | | | | (216) | | | | | | (59) | | | | | | | | | (275) | | |

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

| 4 | | | [Revenue](#i0a392b7cd8fa4ce4a72e322678a993f3_181) | | | F-[17](#i0a392b7cd8fa4ce4a72e322678a993f3_181) | | |

| 10 | | | [Inventories](#i0a392b7cd8fa4ce4a72e322678a993f3_202) | | | F-[31](#i0a392b7cd8fa4ce4a72e322678a993f3_202) | | |

| 13 | | | [Leases](#i0a392b7cd8fa4ce4a72e322678a993f3_214) | | | F-[33](#i0a392b7cd8fa4ce4a72e322678a993f3_214) | | |

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

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

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

Under the income approach, fair value is

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

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities to disclose transactions with a governmental entity for which a grant or contribution accounting model is used in recognizing and measuring such transactions.

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

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

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.

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

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

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.

Execute to Win Productivity Program

During the first quarter of 2020, Corteva approved restructuring actions designed to improve productivity through optimizing certain operational and organizational structures primarily related to the Execute to Win Productivity Program.

The company recorded net pre-tax restructuring charges of $173 million inception-to-date under the Execute to Win Productivity Program, consisting of $120 million of asset related charges and $53 million of severance and related benefit costs.

Actions associated with the Execute to Win Productivity Program were substantially complete by the end of 2020.

| Seed | | | $ | — | | $ | — | | $ | 15 | |

| Crop Protection | | | (4) | | | 11 | | | 98 | | |

| Total | | | $ | (12) | | $ | 9 | | $ | 176 | |

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

| Asset related charges | | | (4) | | | 11 | | | 113 | | |

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

2.

3.

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

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

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

F-83

F-81