Corteva (CTVA) 10-K risk factor changes: FY2024 vs FY2023

In addition, DuPont and Dow [removed: will] [added: have agreed to] indemnify Corteva for certain liabilities.

Pursuant to the Separation Agreement, the Employee Matters Agreement and the Tax Matters Agreement with DuPont and Dow, the company agreed to assume, and indemnify DuPont and Dow for, certain liabilities for uncapped amounts, which may include, among other items, associated defense costs, settlement amounts and judgments, as discussed further in Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial [removed: Statements] [added: Statements,] and Part I - Item 3 - Legal Proceedings.

DuPont and/or Dow, as applicable, [removed: will agree] [added: have agreed] to indemnify Corteva for such liabilities, but such indemnities may not be sufficient to protect the company against the full amount of such liabilities.

In addition, DuPont and/or Dow, as applicable, may not [removed: be able to] fully satisfy their indemnification obligations with respect to the liabilities the company incurs.

Each of [removed: these] [added: the above] risks could [removed: negatively] [added: materially] affect the company’s business, financial condition, results of operations and cash flows.

For more information, see Note [removed: 15] [added: 16] - Commitments and Contingent Liabilities, to the Consolidated Financial [removed: Statements] [added: Statements,] and Part I - Item 3 - Legal Proceedings.

DuPont and/or Dow, as applicable, will indemnify Corteva for their share of any such liabilities; however, such indemnities may not be sufficient to protect Corteva against the full amount of such liabilities, and/or DuPont and/or Dow may not [removed: be able to] fully satisfy their respective indemnification obligations.

Although the company received a solvency opinion from an investment bank confirming that the company and DuPont were each adequately capitalized following the [added: Corteva] Distribution, the Separation could be challenged under various state and federal fraudulent conveyance laws.

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

[removed: In connection with the Distributions, on] [added: On] April 1, 2019, the company entered into the Tax Matters Agreement with DuPont and Dow that allocates the responsibility for prior period consolidated taxes among Corteva, DuPont and Dow.

If DuPont or Dow were unable [added: or unwilling] to pay any prior period taxes for which it is responsible, however, the company could be required to pay the entire amount of such taxes, and such amounts could be significant.

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 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, 2024, the indemnification assets pursuant to the Chemours Separation Agreement and the Corteva Separation Agreement are in aggregate $90 million within accounts and notes receivable - net and $423 million within other assets in the company’s Consolidated Balance Sheets.

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

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

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

Corteva is dependent on its relationships or contracts with third parties with respect to certain of its raw materials or licenses and commercialization.

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

The majority of Corteva’s corn hybrids and soybean varieties sold to customers contain biotechnology traits that Corteva licenses from third parties under long-term licenses.

If Corteva loses its rights under such licenses, it could negatively impact Corteva’s ability to obtain future licenses on competitive terms, commercialize new products and generate sales from existing products.

Corteva may elect to out-license its technology, including germplasm.

There can be no guarantee that such out-licensing will not ultimately strengthen Corteva’s competition thereby adversely impacting Corteva’s results of operations.

While Corteva relies heavily on third parties for multiple aspects of its business and commercialization activities, Corteva does not control many aspects of such third parties’ activities.

Third parties may not complete activities on schedule or in accordance with Corteva’s expectations.

Failure by one or more of these third parties to meet their contractual or other obligations to Corteva or to comply with applicable laws or regulations, or any disruption in the relationship between Corteva and one or more of these third parties could delay or prevent the development, approval or commercialization of Corteva’s products and could also result in non-compliance or reputational harm, all with potential negative implications for Corteva’s business.

Each of these risks could materially affect the company’s business, financial condition, results of operations and cash flows.

adversely affect its financial condition and results of operations.

[added: The company's estimates are based on a number of 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.

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 [removed: $655] [added: $600] 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 [removed: operations, financial condition and cash flows.]

[added: 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.

At December 31, [removed: 2023,] [added: 2024,] the company had a net deferred tax liability balance of [removed: $315] [added: $77] million, inclusive of a valuation allowance of [removed: $510] [added: $666] million.

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

The company determines fair values for each of the reporting units using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable [removed: inputs, or the market approach.][added: inputs.]

[removed: The company’s estimates of future cash flows are] based on current regulatory and economic climates, recent operating results, and assumed business strategy from a market participant perspective and includes an estimate of long-term future growth rates based on such strategy.

Based on the qualitative [removed: assessment performed,] [added: annual goodwill impairment analyses performed in the fourth quarter 2024,] it was [added: concluded] more likely than not that the fair value of each reporting unit exceeded [removed: the] [added: its respective] carrying value [removed: and therefore] [added: and, therefore,] a quantitative test was not performed.

At December 31, [removed: 2023,] [added: 2024,] the balance of prepaid royalties reflected in other current assets and other assets was approximately [removed: $105] [added: $65] million and [removed: $25] [added: $160] million, respectively.

[removed: The majority of] [added: Through June 30, 2024,] the [removed: balance of] prepaid royalties [removed: in other current assets relates] [added: balance largely related] to the [removed: company’s wholly owned subsidiary, Pioneer Hi-Bred International, Inc.’s (“Pioneer”)] non-exclusive license in the United States and Canada for the Monsanto Company's Genuity® Roundup Ready 2 Yield® glyphosate tolerance trait and Roundup Ready 2 Xtend® glyphosate and dicamba tolerance trait for [removed: soybeans] [added: soybeans, which was obtained by the company’s wholly owned subsidiary, Pioneer Hi-Bred International, Inc. (“Pioneer”)] (“Roundup Ready 2 License Agreement”).

As of December 31, [removed: 2023,] [added: 2024, the] Enlist E3TM trait platform has grown to [removed: 58] [added: 65] percent of our soybean portfolio.

In connection with the departure from these traits in the company's product [removed: portfolio,] [added: portfolio in favor of the Enlist E3TM trait platform,] beginning January 1, 2020 the company presents and discloses [removed: the] accelerated prepaid royalty amortization expense [added: associated with these prepaid royalties] as a component of restructuring and asset related charges - net in the Consolidated Statement of Operations.

For the year ended December 31, [removed: 2023,] [added: 2024,] the company recognized charges of [removed: $72] [added: $55] million in restructuring and asset related charges - net in the Consolidated Statement of Operations from non-cash accelerated prepaid royalty amortization [removed: expense.][added: expense, which as of the end of the second quarter of 2024 is complete.]

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

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

| [removed: *(Dollars in] [added: *(In] millions)* | | | Total at December 31, [removed: 2023] [added: 2024] | | | [removed: 2024] [added: 2025] | | | [removed: 2025] [added: 2026] and beyond | | |

| Expected cumulative cash requirements for interest payments through maturity | | | $ | [removed: 546] [added: 459] | | $ | [removed: 94] [added: 100] | | $ | [removed: 452] [added: 359] | |

| License agreements2, 3 | | | [removed: 48] [added: 207] | | | [removed: 24] [added: 46] | | | [removed: 24] [added: 161] | | |

Represents undiscounted remaining payments under Pioneer license agreements (approximately [removed: $45] [added: $188] million on a discounted basis).

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

The actuarial assumptions and procedures utilized are reviewed periodically by the plans' actuaries to provide reasonable assurance that there [added: 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: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

In general, however, improvements in plans' funded status [removed: tends] [added: tend] to moderate subsequent funding needs.

The company contributed $5 million, [removed: $6] [added: $5] million, and [removed: $8] [added: $6] million to its funded pension plans other than the principal U.S. pension plan for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

The company made benefit payments of [removed: $47] [added: $45] million, [removed: $53] [added: $47] million, and [removed: $41] [added: $53] million to its unfunded plans for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Pre-tax cash requirements to cover actual net claims costs and related administrative expenses were [removed: $97] [added: $101] million, [removed: $122] [added: $97] million, and [removed: $198] [added: $122] million for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

In [removed: 2024,] [added: 2025,] the company expects to contribute approximately [removed: $50] [added: $40] million to its pension plans other than the principal U.S. pension plan and approximately [removed: $115] [added: $105] million to its OPEB plans.

The company does not anticipate making contributions to its principal U.S. pension plan in [removed: 2024.][added: 2025.]

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: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] was affected by pre-tax charges related to long-term employee benefits:

| [removed: *(Dollars in] [added: *(In] millions)* | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net periodic benefit (credit) cost - pension and OPEB | | | $ | [removed: 138] [added: 160] | | $ | [removed: (142)] [added: 138] | | $ | [removed: (1,292)] [added: (142)] | |

| Defined contributions | | | 146 | | | [removed: 133] [added: 146] | | | [removed: 125] [added: 133] | | |

| Long-term employee benefit plan (credit) charges - continuing operations | | | $ | [removed: 284] [added: 306] | | $ | [removed: (9)] [added: 284] | | $ | [removed: (1,167)] [added: (9)] | |

Long-term employee benefit plan (credits) costs were [removed: $284] [added: $306] million and [removed: $(9)] [added: $284] million for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

For [removed: 2024,] [added: 2025,] long-term employee benefit costs are expected to [removed: increase] [added: decrease] by approximately [removed: $30] [added: $125] million.

| Environmental operating costs | | | $ | [removed: 178] [added: 168] | | $ | [removed: 154] [added: 178] | | $ | [removed: 144] [added: 154] | |

| Environmental remediation costs1 | | | [removed: 47] [added: 42] | | | [removed: 84] [added: 47] | | | [removed: 46] [added: 84] | | |

| | | | $ | [removed: 225] [added: 210] | | $ | [removed: 238] [added: 225] | | $ | [removed: 190] [added: 238] | |

Reconciliation of Income (Loss) from Continuing Operations after Income Taxes to Operating EBITDA

| | | | Year Ended December 31, | | | | | | | | |

| Income (loss) from continuing operations after income taxes (GAAP) | | | $ | 863 | | $ | 941 | | $ | 1,216 | |

| Provision for (benefit from) income taxes on continuing operations | | | 412 | | | 152 | | | 210 | | |

| Income (loss) from continuing operations before income taxes (GAAP) | | | $ | 1,275 | | $ | 1,093 | | $ | 1,426 | |

| Depreciation and amortization | | | 1,227 | | | 1,211 | | | 1,223 | | |

| Interest income | | | (132) | | | (283) | | | (124) | | |

| Interest expense | | | 233 | | | 233 | | | 79 | | |

| Exchange (gains) losses - net | | | 284 | | | 397 | | | 229 | | |

| Non-operating (benefits) costs - net | | | 174 | | | 151 | | | (111) | | |

| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | | | — | | | — | | | — | | |

| Significant items (benefit) charge | | | 315 | | | 579 | | | 502 | | |

| Operating EBITDA (Non-GAAP) | | | $ | 3,376 | | $ | 3,381 | | $ | 3,224 | |

Significant Items

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

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

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | |

| *(In millions)* | | | 2024 | | | 2023 | | | 2022 | | | | | | | | | | | |

| Restructuring and asset related charges - net | | | $ | 288 | | $ | 336 | | $ | 363 | | | | | | | | | | |

| Estimated settlement expense1 | | | 101 | | | 204 | | | 87 | | | | | | | | | | | |

| Inventory write-offs2 | | | (2) | | | 7 | | | 33 | | | | | | | | | | | |

| Spare parts write-off 3 | | | — | | | 12 | | | — | | | | | | | | | | | |

| (Gain) loss on sale of business, assets and equity investments2 | | | (7) | | | (14) | | | (10) | | | | | | | | | | | |

| Settlement costs associated with the Russia Exit2 | | | — | | | — | | | 8 | | | | | | | | | | | |

| Seed sale associated with Russia Exit2,4 | | | — | | | (18) | | | (3) | | | | | | | | | | | |

| Acquisition-related costs5 | | | 6 | | | 45 | | | — | | | | | | | | | | | |

| Employee Retention Credit | | | — | | | (3) | | | (9) | | | | | | | | | | | |

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

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

| AltEn facility remediation charges | | | — | | | 10 | | | 33 | | | | | | | | | | | |

| Insurance proceeds6 | | | (71) | | | — | | | — | | | | | | | | | | | |

| Total pre-tax significant items (benefit) charge | | | $ | 315 | | $ | 579 | | $ | 502 | | | | | | | | | | |

| Total tax (benefit) provision impact of significant items7 | | | (80) | | | (131) | | | (102) | | | | | | | | | | | |

| Tax only significant item (benefit) charge8 | | | 116 | | | (45) | | | (133) | | | | | | | | | | | |

| Total significant items (benefit) charge, after tax | | | $ | 351 | | $ | 403 | | $ | 267 | | | | | | | | | | |

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For

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

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

Under the market approach, the company uses metrics of publicly traded companies or historically completed transactions for comparable companies.

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

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

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

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

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

Based on the quantitative annual goodwill impairment analyses performed in the fourth quarter 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 10.3 percent.

The prepaid royalty asset relates to a series of up-front, fixed and variable royalty payments to utilize the traits in Pioneer’s soybean product mix.

The company’s historical expectation 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.

DAS, the agriculture business of Historical Dow, and MS Technologies, L.L.C. jointly developed and own the Enlist E3TM herbicide tolerance trait for soybeans, which provides tolerance to 2, 4-D choline in Enlist Duo® and Enlist One® herbicides, as well as glyphosate and glufosinate herbicides.

In connection with the validation of breeding plans and large-scale product development timelines, during 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® brands.

During the 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”).

Royalty expense has therefore significantly increased through higher amortization of the prepaid royalty.

The expected non-cash accelerated prepaid royalty amortization expense estimated for 2024 is approximately $60 million.

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

| 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 an increase in discount rates and a decrease in asset returns due to lower pension plan assets.

| Balance at December 31, 2021 | | | $ | 452 | |

2.Represents the net change in indemnified remediation obligations based on activity as well as the removal from EIDP's accrued remediation liabilities of obligations that have been fully transferred to Chemours and DuPont.

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

The company completed a non-financial materiality assessment and identified short-, medium- and long-term climate-related risks and opportunities.

The results of this assessment are integrated into the company's businesses, strategy and financial planning.

Corteva has an established climate strategy, including commitments to reduce greenhouse gas emissions.

The company is seeking ways to reduce its impact and providing tools and incentives for customers to do the same.

Corteva champions climate positive agriculture, utilizing carbon storage and other means to remove carbon from the atmosphere without sacrificing farmer productivity or ongoing profitability.

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

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| [removed: *(Dollars in] [added: *(In] millions)* | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Foreign currency contracts | | | $ | [removed: 22] [added: (33)] | | $ | [removed: 25] [added: 22] | | $ | [removed: (492)] [added: (460)] | | $ | [removed: (208)] [added: (492)] | |

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, *continued*

[added: 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.

[removed: While] [added: Even when] initial commercialization efforts have been promising, there are no guarantees that anticipated levels of product acceptability within Corteva's markets will be achieved or that higher quality products will not be developed by Corteva's competitors in the future.

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

[removed: On] [added: In] July [removed: 9,] 2021, [removed: President] [added: the] Biden [added: administration] issued an executive order promoting competition in the American economy.

[removed: While we have concluded our business activities in Russia,] [added: The global economy was negatively impacted by the military conflict between Russia and Ukraine and] we [removed: 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 [removed: the Russia-Ukraine military conflict on the global economy.][added: this conflict.]

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

Corteva’s operations outside the United States are subject to risks and restrictions, including fluctuations in [removed: foreign-currency] [added: 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.

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. [added: tariff,] trade and tax [removed: policies.][added: policies, including those being evaluated by the Trump administration.]

Although Corteva has operations throughout the world, Corteva’s sales outside the United States in [removed: 2023] [added: 2024] were principally to customers in Brazil, Eurozone countries, and Canada.

Further, Corteva’s largest currency exposures are the Brazilian [removed: Real, Canadian dollar, South African Rand,] [added: real, Euro,] Swiss franc, [removed: European Euro ("EUR")] [added: Canadian dollar] and Argentine peso.

Competition

The company competes with producers of seed germplasm, trait developers, and crop protection products on a global basis.

The global market for products within the industry is highly competitive and the company believes competition has and will continue to intensify.

Corteva competes based on germplasm and trait leadership, price, quality and cost competitiveness and the offering of a holistic solution.

The company’s key competitors include BASF, Bayer, FMC, Syngenta and ChemChina, as well as companies trading in generic crop protection chemicals and regional seed companies.

For certain crop protection applications, we rely on the availability of data from the U.S. Department of Health and Human Services to address potential risks to human health.

When the U.S. Fish and Wildlife Service and the National Marine Fisheries Service add additional listed specifies, the EPA may initiate new ESA evaluations.

Consistent with past practice,

these sites continue to be monitored, investigated and remediated for soil and groundwater contamination, as applicable.

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

Under the

Part I

ITEM 1A.

RISK FACTORS, *continued*

Consistent with past practice, Corteva is continuing to monitor, investigate and remediate soil and groundwater contamination at several of these sites.

Corteva is dependent on its relationships or contracts with third parties with respect to certain of its raw materials or licenses and commercialization.

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

The majority of Corteva’s corn hybrids and soybean varieties sold to customers contain biotechnology traits that Corteva licenses from third parties under long-term licenses.

If Corteva loses its rights under such licenses, it could negatively impact Corteva’s ability to obtain future licenses on competitive terms, commercialize new products and generate sales from existing products.

Corteva may elect to out-license its technology, including germplasm.

There can be no guarantee that such out-licensing will not ultimately strengthen Corteva’s competition thereby adversely impacting Corteva’s results of operations.

While Corteva relies heavily on third parties for multiple aspects of its business and commercialization activities, Corteva does not control many aspects of such third parties’ activities.

Third parties may not complete activities on schedule or in accordance with Corteva’s expectations.

Failure by one or more of these third parties to meet their contractual or other obligations to Corteva or to comply with applicable laws or regulations, or any disruption in the relationship between Corteva and one or more of these third parties could delay or prevent the development, approval or commercialization of Corteva’s products and could also result in non-compliance or reputational harm, all with potential negative implications for Corteva’s business.

In addition, Corteva’s agreements with third parties may obligate it to meet certain contractual or other obligations to third parties.

For example, Corteva may be obligated to meet certain thresholds or abide by certain boundary conditions.

If Corteva were to fail to meet such obligations to the third parties, its relationship with such third parties may be disrupted.

Such a disruption could negatively impact certain of Corteva’s licenses on which it depends, could cause reputational harm, and could negatively affect Corteva’s business, results of operations and financial condition.

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

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

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.

[removed: Information regarding certain of] [added: Further information with respect to] these [removed: matters] [added: proceedings] is set forth [removed: below] [added: under “Nebraska Department of Environment] and [added: Energy, AltEn Facility”] in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Further information with respect to [removed: these proceedings] [added: litigation matters related to Corteva's current business] is set forth under [removed: “Federal] [added: "Federal] Trade Commission [removed: Investigation” in] [added: Investigation" and "Lorsban® Lawsuits"] in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

In [removed: December 2023, Inari filed a] [added: August 2024, the court denied Inari's] motion to dismiss the complaint.

Inari [removed: is seeking to join] [added: joined] the IPR proceeding.

[added: Corteva intends to appeal this decision and] Corteva's AAD-1 lawsuit [removed: is] [added: remains] stayed during pendency of the [removed: IPR.][added: IPR appeal.]

In October 2022, Corteva filed a lawsuit against Bayer in Delaware state court seeking a declaration that, under the terms of Corteva’s licensing agreement and the law, Bayer is not entitled to collect patent royalties on the Roundup Ready® Corn 2 trait after Bayer’s U.S. patent protection [removed: expires.][added: expires, and therefore is no longer required to pay royalties under the licensing agreement and entitled to recover relevant royalties paid.]

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

filing a patent for such technologies.

In September 2024, Corteva amended its complaint to include additional infringement claims with respect to soybean and corn technologies.

In December 2024, the PTAB issued a decision invalidating these patents on the basis they were unpatentable.

In September 2024, the court granted Bayer’s motion for summary judgment.

Corteva filed its appeal of this decision in October 2024.

*Other Matters*

*EPA CERCLA Claim*

In April 2024, the U.S. Environmental Protection Agency ("EPA") also designated PFOA and PFAS as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA").

In November 2024, the EPA issued a letter to DuPont, EIDP and Corteva asserting CERCLA claims related to alleged PFAS contamination from six historical and present DuPont and Chemours sites and providing a demand for cleanup and restoration costs.

In February 2025, discussions between the parties regarding these claims were temporarily paused so the new U.S. presidential administration may review the designation of PFOA and PFOS as CERCLA hazardous substances.

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

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

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

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

Litigation related to Corteva’s current businesses

*Federal Trade Commission Investigation*

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

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

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

*Lorsban® Lawsuits*

As of December 31, 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.

Corteva ended its production of Lorsban® in 2020.

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

*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.

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

Part I

ITEM 3.

LEGAL PROCEEDINGS, *continued*

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

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

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

See Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further discussion.

Further information with respect to these proceedings is set forth under “Nebraska Department of Environment and Energy, AltEn Facility” in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| EIDP, Inc. | | | [removed: o] [added: x] | | |

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: 2023] [added: 2024] was [removed: $40.6] [added: $37.4] billion.

As of February [removed: 1, 2024, 701,783,000] [added: 7, 2025, 685,556,000] shares of Corteva, [removed: Inc's] [added: Inc.'s] common stock, $0.01 par value, were outstanding.

As of February [removed: 1, 2024,] [added: 7, 2025,] 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.

Information pertaining to certain Items in Part III of this report is incorporated herein by reference to portions of Corteva, Inc.'s definitive [removed: 2022] [added: 2025] Annual Meeting Proxy Statement to be filed within 120 days after the end of the year covered by this Annual Report on Form 10-K, pursuant to Regulation 14A (the Proxy).

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| | | | [Item [removed: 12.](#i5b696854258a48ad98c9b92062012e90_109)] [added: 12.](#ia9b32b72a3ad42899d91c7344cdfcc4e_112)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5b696854258a48ad98c9b92062012e90_109)] [added: Matters](#ia9b32b72a3ad42899d91c7344cdfcc4e_112)] | | | [removed: [66](#i5b696854258a48ad98c9b92062012e90_109)] [added: [66](#ia9b32b72a3ad42899d91c7344cdfcc4e_112)] | | |

| | | | [Item [removed: 13.](#i5b696854258a48ad98c9b92062012e90_112)] [added: 13.](#ia9b32b72a3ad42899d91c7344cdfcc4e_115)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5b696854258a48ad98c9b92062012e90_112)] [added: Independence](#ia9b32b72a3ad42899d91c7344cdfcc4e_115)] | | | [removed: [67](#i5b696854258a48ad98c9b92062012e90_112)] [added: [66](#ia9b32b72a3ad42899d91c7344cdfcc4e_115)] | | |

| | | | [Item [removed: 14.](#i5b696854258a48ad98c9b92062012e90_115)] [added: 14.](#ia9b32b72a3ad42899d91c7344cdfcc4e_118)] | | | [Principal Accountant Fees and [removed: Services](#i5b696854258a48ad98c9b92062012e90_115)] [added: Services](#ia9b32b72a3ad42899d91c7344cdfcc4e_118)] | | | [removed: [67](#i5b696854258a48ad98c9b92062012e90_115)] [added: [66](#ia9b32b72a3ad42899d91c7344cdfcc4e_118)] | | |

| | | | [Item [removed: 15.](#i5b696854258a48ad98c9b92062012e90_121)] [added: 15.](#ia9b32b72a3ad42899d91c7344cdfcc4e_124)] | | | [Exhibits and Financial Statement [removed: Schedules](#i5b696854258a48ad98c9b92062012e90_121)] [added: Schedules](#ia9b32b72a3ad42899d91c7344cdfcc4e_124)] | | | [removed: [68](#i5b696854258a48ad98c9b92062012e90_121)] [added: [67](#ia9b32b72a3ad42899d91c7344cdfcc4e_124)] | | |

| | | | [Item [removed: 16.](#i5b696854258a48ad98c9b92062012e90_301)] [added: 16.](#ia9b32b72a3ad42899d91c7344cdfcc4e_307)] | | | [Form 10-K [removed: Summary](#i5b696854258a48ad98c9b92062012e90_301)] [added: Summary](#ia9b32b72a3ad42899d91c7344cdfcc4e_307)] | | | [removed: F-[83](#i5b696854258a48ad98c9b92062012e90_301)] [added: F-[84](#ia9b32b72a3ad42899d91c7344cdfcc4e_307)] | | |

| EIDP, Inc. [Financial Statements and Supplementary [removed: Data](#i5b696854258a48ad98c9b92062012e90_259)] [added: Data](#ia9b32b72a3ad42899d91c7344cdfcc4e_265)] | | | | | | | | | [removed: F-[70](#i5b696854258a48ad98c9b92062012e90_250)] [added: F-[69](#ia9b32b72a3ad42899d91c7344cdfcc4e_256)] | | |

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 [removed: tax deductible] interest expense for [removed: EIDP,] [added: EIDP through its repayment date in the fourth quarter of 2023,] a Master In-House Banking Agreement between EIDP and Corteva, Inc., including certain consolidated subsidiaries, and the [added: associated interest income for EIDP, and the] capital structure of Corteva.

New products are crucial to solving farmers’ productivity challenges amid a growing global population while addressing natural resistance, [added: evolving environmental environments and weather patterns,] regulatory changes, safety requirements and competitive dynamics.

The company’s [removed: investment in] [added: investments seek to generate returns through providing farmers with] technology-based and solution-based product offerings [removed: allows it] to meet [removed: farmers’] [added: these] evolving [removed: needs while ensuring that its investments generate sufficient returns.][added: production needs.]

The company's broad portfolio of agriculture solutions fuels farmer productivity in approximately [removed: 125] [added: 110] countries.

See Note 22 - Geographic Information, to the Consolidated Financial [removed: Statements] [added: Statements,] for details on the location of the company's sales and property.

On April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public [removed: company by way of a distribution of Dow common stock, to holders of DowDuPont's common stock (the “Dow Distribution” and together with the Corteva Distribution, the “Distributions”).][added: company, Dow, Inc.]

In connection with [removed: the Distributions,] [added: their ultimate separation,] DuPont, Corteva, and Dow (together, the “Parties” and each a “Party”) have entered into certain agreements to effect the separation, provide for the allocation of DowDuPont’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among the Parties, and provide a framework for Corteva's relationship with Dow and DuPont following the [removed: separations and Distributions.][added: separations.]

- Separation and Distribution Agreement - Effective April 1, 2019, the Parties entered into an agreement that sets forth, among other things, [removed: the principal transactions necessary to effect the Distributions, as well as the agreements that govern] [added: governance of] certain aspects of the Parties’ ongoing relationships after the completion of [removed: the Distributions] [added: their respective separations] (the "Corteva Separation Agreement").

- Employee Matters Agreement - The Parties entered into an agreement effective as of April 1, 2019, that identifies employees and employee-related liabilities (and attributable assets) allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the [removed: Parties as part of the Distributions.][added: respective Parties.]

2024

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

| [PART I](#ia9b32b72a3ad42899d91c7344cdfcc4e_13) | | | | | | | | | | | |

| [PART II](#ia9b32b72a3ad42899d91c7344cdfcc4e_37) | | | | | | | | | | | |

| [PART III](#ia9b32b72a3ad42899d91c7344cdfcc4e_103) | | | | | | | | | | | |

| [PART IV](#ia9b32b72a3ad42899d91c7344cdfcc4e_121) | | | | | | | | | | | |

| [SIGNATURES](#ia9b32b72a3ad42899d91c7344cdfcc4e_130) | | | | | | | | | [70](#ia9b32b72a3ad42899d91c7344cdfcc4e_130) | | |

Refer to the EIDP Explanatory Note at page F-68 and EIDP Note 1 – Basis of Presentation, of the EIDP Consolidated Financial Statements, for discussion regarding EIDP’s restatement for the misclassification of intercompany activities between EIDP and Corteva, Inc. within EIDP’s Consolidated Statements of Cash Flows.

EIDP’s parent company, Corteva, has confirmed the misclassification was isolated to EIDP’s standalone financial statements, and did not impact the consolidated financial statements of Corteva, as intercompany transactions are eliminated upon consolidation; nor did the misclassification have any impact on Corteva’s internal control over financial reporting.

- "Dow" refers to Dow Inc. after its separation from DowDuPont;

| Biologicals | | | STIMULATE™; UTRISHA™ N; BlueN™; STARTER™ and HARVEST MORE® | | |

Indigenous Peoples Alliance; Growing Asian Impact Network; Latin Network; Pride; Professional Learning Acceleration Network; Veteran’s Network; and Women’s Inclusion Network.

| 16 to 20 years | | | 800 | | | 200 | | |

| Total | | | 5,800 | | | 10,600 | | |

2023

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

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

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

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

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

- "Dow" refers to Dow Inc. after The Dow Distribution (as defined below);

The Separation was effectuated through a pro rata distribution (the “Corteva Distribution”) of all of the then- issued and outstanding shares of common stock of Corteva, Inc.

EIDP is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Securities Exchange Act of 1934, as amended.

Management is expected to support specific inclusion initiatives for their respective geographies and business, as applicable, in order to build a more inclusive working environment for the benefit of all employees.

In addition, the company takes measures to mitigate any potential impact, which may include civil actions seeking redress, restitution and/or damages based on loss to the company and/or unjust enrichment.

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

| Total | | | 5,900 | | | 11,500 | | |

Competition

The company competes with producers of seed germplasm, trait developers, and crop protection products on a global basis.

The global market for products within the industry is highly competitive and the company believes competition has and will continue to intensify.

Corteva competes based on germplasm and trait leadership, price, quality and cost competitiveness and the offering of a holistic solution.

The company’s key competitors include BASF, Bayer, FMC, Syngenta and ChemChina, as well as companies trading in generic crop protection chemicals and regional seed companies.

ITEM 1C.

CYBERSECURITY

*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.

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

The company’s CIO has over [removed: 30] [added: thirty] years of information technology experience, including [removed: nine] [added: ten] years in various information technology leadership roles.

In [removed: 2023,] [added: 2024,] 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.

ITEM 1C.

CYBERSECURITY, *continued*

*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.

Part I

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

The company has [removed: 99 manufacturing] [added: 96 production] sites in the following geographic regions:

| | | | [removed: Crop] [added: Crop Protection] | | | Seed | | | Total | | |

| EMEA2 | | | [removed: 14] [added: 8] | | | [removed: 8] [added: 12] | | | [removed: 22] [added: 20] | | |

| Latin America | | | [removed: 8] [added: 13] | | | [removed: 13] [added: 8] | | | 21 | | |

| Asia Pacific | | | [removed: 6] [added: 5] | | | 3 | | | [removed: 9] [added: 8] | | |

| Total | | | [removed: 35] [added: 33] | | | [removed: 64] [added: 63] | | | [removed: 99] [added: 96] | | |

ITEM 3.

LEGAL PROCEEDINGS

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

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

Litigation and other claims, along with regulatory proceedings, against the company could also have a material adverse effect on its operations, reputation, and/or result in the incurrence of unexpected expenses and liability.

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

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

Litigation related to Corteva’s current businesses

*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

Part II

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.

The following table summarizes information with respect to the company's purchase of its common stock during the three months ended December 31, [removed: 2023:][added: 2024:]

1.On [added: November 19, 2024 and] September 13, 2022, Corteva, Inc. announced that its Board of Directors authorized a [removed: $2] [added: $3] billion share repurchase program [added: and $2 billion share repurchase program, respectively,] to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date.

The following graph illustrates the cumulative total return to Corteva stockholders [removed: following the completion of the Separation and beginning as of the closing price of its first NYSE listing date, June 3,] [added: since December 31,] 2019.

[removed: ][added: ]

| | | | [removed: 6/3/2019 | | |] 12/31/2019 | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | | 12/31/2023 | | | [added: 12/31/2024 | | |]

The chart depicts a hypothetical $100 investment in each of [removed: the] Corteva common stock, the S&P 500 Index and the S&P 500 Chemicals Index as of the closing price on [removed: June 3,] [added: December 31,] 2019 and illustrates the value of each investment over time (assuming the reinvestment of dividends) until December 31, [removed: 2023.][added: 2024.]

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 60,000 at February 7, 2025.

During 2024 and 2023, the company paid four quarterly dividends on its common stock.

See the below table for dividend information for each quarter during 2024 and 2023.

| | | | | | | | | |

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

| | | | 2024 | | | 2023 | | |

| Fourth Quarter | | | $ | 0.17 | | $ | 0.16 | |

| Third Quarter | | | 0.17 | | | 0.16 | | |

| Second Quarter | | | 0.16 | | | 0.15 | | |

| First Quarter | | | 0.16 | | | 0.15 | | |

| Total | | | $ | 0.66 | | $ | 0.62 | |

See Part III, Item 11.

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

| October 2024 | | | 1,947,630 | | | $ | 58.73 | | 1,947,630 | | | $ | 636 | |

| November 2024 | | | 2,122,899 | | | 63.89 | | | 2,122,899 | | | 3,500 | | |

| December 2024 | | | — | | | — | | | — | | | 3,500 | | |

| Fourth quarter 2024 | | | 4,070,529 | | | $ | 61.42 | | 4,070,529 | | | $ | 3,500 | |

Part II

ITEM 5.

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

| Corteva | | | $ | 100 | | $ | 133 | | $ | 165 | | $ | 207 | | $ | 171 | | $ | 205 | |

| S&P 500 Index | | | $ | 100 | | $ | 118 | | $ | 152 | | $ | 125 | | $ | 157 | | $ | 197 | |

| S&P 500 Chemicals Index | | | $ | 100 | | $ | 115 | | $ | 143 | | $ | 124 | | $ | 135 | | $ | 132 | |

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

| 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 | |

| Corteva | | | $ | 100 | | $ | 120 | | $ | 161 | | $ | 198 | | $ | 249 | | $ | 205 | |

| S&P 500 Index | | | 100 | | | 119 | | | 141 | | | 181 | | | 149 | | | 188 | | |

| S&P 500 Chemicals Index | | | 100 | | | 112 | | | 129 | | | 160 | | | 139 | | | 151 | | |

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

Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond [removed: Corteva’s] [added: the company's] control.

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

Some of the important factors that could cause [removed: Corteva’s] [added: the company's] actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of [removed: Corteva’s] [added: the company's] products; (ii) failure to successfully develop and commercialize [removed: Corteva’s] [added: the company's] pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of [removed: Corteva’s] [added: the company'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 [removed: Corteva's] [added: the company's] industry; (ix) competitor’s establishment of an intermediary platform for distribution of [removed: Corteva's] [added: the company's] products; (x) [removed: impact of Corteva's dependence on third parties with respect] [added: risk related] to [removed: certain of its raw materials or licenses] [added: geopolitical] and [removed: commercialization;] [added: military conflict;] (xi) effect of volatility in [removed: Corteva's] [added: the company's] input costs; (xii) [removed: risk] [added: risks] related to [removed: geopolitical and military conflict;] [added: the company's global operations;] (xiii) [added: effect of industrial espionage and other disruptions to the company'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: (xiv) risks related to Corteva's global operations;] (xv) [removed: failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xvi) effect] [added: impact] of [removed: industrial espionage and other disruptions] [added: the company's dependence on third parties with respect] to [removed: Corteva’s supply chain, information technology] [added: certain of its raw materials] or [removed: network systems; (xvii)] [added: licenses and commercialization; (xvi)] failure of [removed: Corteva’s] [added: the company's] customers to pay their debts to [removed: Corteva,] [added: the company,] including customer financing programs; [added: (xvii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions;] (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to [removed: Corteva;] [added: the company;] (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) [removed: capital markets sentiment towards ESG matters; (xxi)] risks related to pandemics or epidemics; [added: (xxi) EIDP's material weakness;] (xxii) [removed: Corteva’s] [added: capital markets sentiment towards sustainability matters; (xxiii) the company's] intellectual property rights or defense against intellectual property claims asserted by others; [removed: (xxiii)] [added: (xxiv)] effect of counterfeit products; [removed: (xxiv) Corteva’s] [added: (xxv) the company's] dependence on intellectual property cross-license agreements; and [removed: (xxv)] [added: (xxvi)] other risks related to the Separation from DowDuPont.

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

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

[removed: Corteva] [added: The company] disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

The following is a summary of results from continuing operations for the year ended December 31, [removed: 2023:][added: 2024:]

- The company reported net sales of [removed: $17,226] [added: $16,908] million, a decrease of [removed: 1] [added: 2] percent versus the year ended December 31, [removed: 2022,] [added: 2023,] reflecting a [removed: 10] [added: 1] percent decrease in [removed: volume] [added: price,] and a [removed: 1] [added: 3] percent unfavorable [removed: impact from currency,] [added: currency impact,] partially offset by a [removed: 7] [added: 2] percent [removed: price] increase [removed: and a 3 percent favorable portfolio and other impact.][added: in volume.]

- Cost of goods sold ("COGS") totaled [removed: $9,920] [added: $9,529] million, down from [removed: $10,436] [added: $9,920] million for the year ended December 31, [removed: 2022,] [added: 2023,] primarily driven by [removed: lower volumes,] [added: favorable currency effects,] ongoing cost and productivity [removed: actions] [added: actions, Crop Protection raw material deflation] and a [removed: decrease] [added: reduction] in [added: Seed] royalty expense, [removed: partially] [added: with a partial] offset [removed: by higher input costs, which are primarily macro-economic driven.][added: from increased commodity prices.]

- Restructuring and asset related charges - net were [removed: $336] [added: $288] million, a decrease from [removed: $363] [added: $336] million for the year ended December 31, [removed: 2022.][added: 2023.]

The [added: charges for the] year ended December 31, [removed: 2023] [added: 2024] primarily [removed: included $217 million related] [added: relate] to asset related charges, [removed: including non-cash impairment charges of $152 million,] [added: severance] and [added: related benefit costs,] contract termination [removed: charges] [added: charges, and decommissioning and demolition costs] associated with the Crop Protection Operations Strategy Restructuring [removed: Program, charges of $72 million of] [added: Program and] non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance [removed: traits and $42 million related to severance and related benefit costs, asset related charges and contract termination charges associated with the 2022 Restructuring Actions.][added: traits.]

- Income from continuing operations after income taxes was [removed: $941] [added: $863] million, as compared to [removed: $1,216] [added: $941] million for the year ended December 31, [removed: 2022.][added: 2023.]

In addition to the financial highlights above, the following events occurred during the year ended December 31, [removed: 2023:][added: 2024:]

- The company returned approximately [removed: $1.2] [added: $1.5] billion to shareholders during the year ended December 31, [removed: 2023] [added: 2024] under its previously announced share repurchase programs and through common stock dividends.

- On July [removed: 21, 2023,] [added: 29, 2024,] the company's Board of Directors approved a [removed: 6.7] [added: 6.25] percent increase in the quarterly common stock dividend from [removed: $0.15] [added: $0.16] per share to [removed: $0.16] [added: $0.17] per share.

The company [removed: continues to believe] [added: believes] the following priorities will [added: continue to] create significant value for its customers and shareholders over the mid-term:

- [removed: Accelerate performance and growth through] [added: Focus on Execution – the company will focus on] a value creation [removed: network focused on] [added: framework and its] four key catalysts: (1) [removed: portfolio simplification that prioritizes core markets and crops, in which we deliver] [added: the delivery of] top tier technology [removed: to] [added: in] our [removed: customers,] [added: prioritized core markets and crops while achieving best-in-class cost performance;] (2) a continued move towards [added: Seed] royalty [removed: neutrality,] [added: neutrality;] (3) [removed: improve] [added: a continued improvement in] our product mix to [added: strengthen] focus on differentiation and yield [removed: advantage,] [added: advantage;] and (4) operational improvements focused on driving price and [removed: productivity.][added: productivity improvements.]

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

- Deploy capital with [removed: discipline by balancing] [added: discipline – the company aims to prioritize] investment, growth, M&A opportunities and returning cash to shareholders.

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

The company expects to record aggregate pre-tax restructuring and asset related charges of [removed: $410] [added: $650] million to [removed: $460] [added: $700] million, comprised of [removed: $70] [added: $85] million to [removed: $90] [added: $105] million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment [removed: charges] [added: charges,] and [removed: $20] [added: $245] million to [removed: $30] [added: $255] million of costs related to [added: exiting the company's production activities and ceasing operations (inclusive of] contract [removed: terminations.][added: terminations and decommissioning and demolition costs).]

[removed: Future cash] [added: Cash] payments related to these charges are anticipated to be [removed: $90] [added: $330] million to [removed: $120] [added: $360] million, which primarily relate to the payment of severance and related [removed: benefits] [added: benefits, decommissioning] and [added: demolition costs and] contract terminations.

[removed: During the year ended] [added: Through] December 31, [removed: 2023,] [added: 2024,] the company paid [removed: $3] [added: $64] million associated with these charges.

The restructuring actions associated with these charges are expected to be substantially complete [removed: in 2024.][added: by the end of 2026.]

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 [removed: $100] [added: $180] million of savings on a run rate basis by [removed: 2025.][added: 2027.]

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

As a result of this assessment, the company committed to restructuring actions during the second quarter of 2022, which included the company’s [added: separate announcement to withdraw from] Russia [removed: Exit] [added: ("Russia Exit")] (collectively the “2022 Restructuring Actions”).

Through the year ended December 31, [removed: 2023,] [added: 2024,] the company recorded [added: net] pre-tax restructuring and [removed: other] [added: asset related] charges of [removed: $373] [added: $461] million inception-to-date under the [removed: 2022] [added: Crop Protection Operations Strategy] Restructuring [removed: Actions,] [added: Program,] consisting of [removed: $131] [added: $91] million of severance and related benefit costs, [removed: $116] [added: $327] million of [removed: asset related] [added: asset-related and impairment] charges, [removed: $67] [added: $10] million of [added: decommissioning and demolition] costs [removed: related to contract terminations (including early lease terminations)] and [removed: $59] [added: $33] million of [removed: other charges.][added: costs related to contract terminations.]

On [removed: September 13, 2022,] [added: November 19, 2024,] Corteva, Inc. announced that its Board of Directors authorized a [removed: $2] [added: $3] billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date [removed: ("2022] [added: ("2024] Share Buyback Plan").

In connection with the 2022 Share Buyback Plan, the company repurchased and retired [added: 17,909,000 and] 10,026,000 shares in the open market [added: and through privately-negotiated transactions] for a cost (excluding excise taxes) of [added: $1 billion and] $500 million during the [removed: year] [added: years] ended December 31, [removed: 2023.][added: 2024 and 2023, respectively.]

| | | | For the Year Ended December 31, | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| [removed: (In millions)] [added: *(In millions)*] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net [removed: Sales] [added: sales] | | | $ | [removed: 17,226] [added: 16,908] | | $ | [removed: 17,455] [added: 17,226] | | $ | [removed: 15,655] [added: 17,455] | |

[added: The unfavorable currency impacts] were led by the Turkish Lira, Canadian Dollar and Chinese Renminbi.

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

Net sales were [removed: $17,455] [added: $16,908] million for the year ended December 31, [removed: 2022,] [added: 2024,] compared to [removed: $15,655] [added: $17,226] million for the year ended December 31, [removed: 2021.][added: 2023.]

The [added: sales] increase was [removed: primarily] driven by a [removed: 10] [added: 3] percent increase in price and [removed: a 5] [added: 1] percent increase in volume [removed: versus the prior year period,] partially offset by a [removed: 3] [added: 2] percent unfavorable currency impact and [added: a] 1 percent unfavorable portfolio impact.

The unfavorable currency impacts were led by the [removed: Turkish Lira and the Euro, partially offset by the] Brazilian [removed: Real.][added: Real and Turkish Lira.]

| [added: Seed] | | | For the Year Ended December 31, | | | | | | | | | | | | [removed: | | | | | |]

- Operating EBITDA was $3,376 million, down from $3,381 million for the year ended December 31, 2023, primarily driven by competitive Crop Protection pricing and continued investment in Seed research and development, partially offset by Seed pricing gains, the reduction of royalty expense and ongoing cost and productivity actions.

In October 2024, management of the company amended the Crop Protection Operations Strategy Restructuring Program to include updates to its previous estimates and decommissioning and demolition costs associated with the ceasing of operations, primarily at the Pittsburg, California site.

Decommissioning and demolition costs are expensed on an as-incurred basis.

The actions associated with this program are substantially complete.

The remaining cash payments related to the 2022 Restructuring Actions is $30 million, and primarily relate to the payment of severance and related benefits and contract terminations.

2024 versus 2023

Lower pricing reflects the continued competitive price environment in Crop Protection, particularly in Latin America, partially offset by improvement in Seed pricing driven by strong demand for top technology offerings and operational execution globally.

Crop Protection volume growth was the result of demand recovery in Latin America and growth of new products.

Seed volume growth was driven by the expected recovery in Brazil Safrinha corn and North America soybeans and cotton, which more than offset corn area reduction and challenges in other geographies.

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

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

| Total | | | $ | (318) | | (2) | | % | (1) | | % | 2 | | % | (3) | | % | — | | % |

Cost of Goods Sold ("COGS")

| Cost of goods sold | | | $ | 9,529 | | $ | 9,920 | | $ | 10,436 | |

2024 versus 2023

The decrease was primarily driven by favorable currency effects, ongoing cost and productivity actions, Crop Protection raw material deflation, and a reduction in net royalty expense, partially offset by an increase in volumes and higher commodity costs.

| Research and development expense | | | $ | 1,402 | | $ | 1,337 | | $ | 1,216 | |

2024 versus 2023

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, variable compensation and contractor costs, partially offset by favorable currency impacts.

| Selling, general and administrative expenses | | | $ | 3,196 | | $ | 3,176 | | $ | 3,173 | |

2024 versus 2023

The increase was primarily driven by an increase in salaries and variable compensation, commissions, bad debt expense, legal support fees and portfolio impact from the Stoller and Symborg acquisitions, partially offset by favorable currency impacts and lower consulting and professional fees and marketing costs.

2024 versus 2023

The increase was primarily driven by the impact of amortization relating to the intangible assets recognized in connection with the Stoller and Symborg acquisitions, which were completed on March 1, 2023, partially offset by lower amortization on certain intangible assets arising from the Merger that became fully amortized in 2024.

2024

The $232 million charge associated with the Crop Protection Operations Strategy Restructuring Program was primarily comprised of $91 million of severance and related benefit costs, $101 million of asset related charges, $10 million in decommissioning and demolition costs and $30 million of contract termination charges.

2024 versus 2023

Lower other expense was primarily driven by decreases in net exchange losses and charges related to estimated settlement reserves, as well as the receipt of insurance proceeds and an indemnification payment negotiated with the former Stoller owners, partially offset by a decrease in interest income.

prior period.

| *(In millions)* | | | 2024 | | | 2023 | | | 2022 | | |

2024 versus 2023

| *(In millions)* | | | 2024 | | | 2023 | | | 2022 | | |

These items were partially offset by a $(59) million benefit related to U.S. tax credits for increasing research activities and $(32) million in net tax benefits associated with changes to deferred taxes and accruals for certain prior year tax positions.

| *(In millions)* | | | 2024 | | | 2023 | | | 2022 | | |

2024

Income (loss) from discontinued operations after income taxes was $56 million for the year ended December 31, 2024.

The after-tax benefit was driven by charges pursuant to the MOU with Chemours and DuPont relating to PFAS remediation activities primarily at Chemours' Fayetteville Works facility and litigation activity, which were more than offset by a favorable adjustment of certain prior year tax positions for previously divested businesses, the derecognition of an indemnification liability associated with the Water District Settlement Fund contribution, and insurance proceeds related to legacy matters.

Other Income (Expense) - Net

| *(In millions)* | | | 2024 | | | 2023 | | | 2022 | | |

| Other income (expense) - net | | | $ | (261) | | $ | (448) | | $ | (60) | |

Part II

ITEM 7.

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

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

- Operating EBITDA was $3,381 million, which improved from $3,224 million for the year ended December 31, 2022, primarily driven by price execution and productivity actions, partially offset by lower volumes coupled with cost and currency headwinds.

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

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

The total pre-tax restructuring and other charges recognized through the year ended December 31, 2023 included $53 million associated with the Russia Exit.

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

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

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

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

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

2021 Restructuring Actions

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

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

Actions associated with the 2021 Restructuring Actions were substantially complete by the end of 2021.

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 achieved.

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

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

The unfavorable currency impacts

Price gains were driven by the continued execution on the company's price for value strategy with strong execution across all regions in response to cost inflation, and recovery of higher input costs.

The increase in volume was driven by continued penetration of new products and gains in all regions, partially offset by reduced corn acres in North America and supply constraints in North America canola.

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

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

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

COGS

| COGS | | | $ | 9,920 | | $ | 10,436 | | $ | 9,220 | |

The increase was primarily driven by increased volumes in crop protection, and higher input costs, freight and logistics, which were primarily market-driven.

The increases were partially offset by ongoing cost and productivity actions and a favorable impact from currency.

| R&D | | | $ | 1,337 | | $ | 1,216 | | $ | 1,187 | |

The increase was primarily driven by an increase in variable compensation and spending on field, lab and facilities supplies used in projects, partially offset by favorable currency.

| SG&A | | | $ | 3,176 | | $ | 3,173 | | $ | 3,209 | |

The decrease was primarily driven by favorable currency, lower functional spend and enterprise resource planning ("ERP") costs, and the favorable impact relating to deferred compensation plans due to market declines, partially offset by an increase in commissions expense, selling expense, travel and consulting fees.

The decrease was primarily driven by the expiration of the favorable supply contracts on November 1, 2022, at which point the contracts became fully amortized.

2021

The $167 million net charge associated with the 2021 Restructuring Actions was comprised of $74 million of severance and related benefit costs, $45 million of asset related charges, $6 million of asset retirement obligations and $42 million of costs related to contract terminations (including early lease terminations).

The change was primarily driven by a decrease in non-operating pension and other post-employment benefit credits due to the prior year impact of the December 2020 OPEB plan amendments, an increase in net exchange losses, estimated settlement reserves, 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”) recognized in 2021 and losses associated with a previously held equity investment.

As of December 31, [removed: 2023,] [added: 2024,] 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.

Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are [removed: effective.][added: effective at the reasonable assurance level.]

There have been no changes in the company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, EIDP's internal control over financial reporting.

Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures were not effective at the reasonable assurance level, due to the material weakness described in Management’s Report on Internal Control over Financial Reporting appearing on page F-70.

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.

The names of our executive officers and their ages, titles, and biographies as of February [removed: 8, 2024] [added: 14, 2025] are set forth below:

Magro,* age [removed: 54,] [added: 55,] was named Chief Executive Officer and [removed: director] [added: Director] of Corteva effective November 2021.

*David [removed: J.][added: P.]

[removed: Anderson,*] [added: Johnson*,] age [removed: 74,] [added: 58,] was named Executive Vice President and Chief Financial Officer [removed: of Corteva] effective [removed: April 2021.][added: in September 2024.]

[removed: Glenn*,] [added: *Robert King*,] age [removed: 57,] [added: 54,] was named Executive Vice President, [removed: Seed] [added: Crop Protection] Business Unit of Corteva effective April 2022.

[removed: *Robert King,*] [added: *Judd O’Connor,*] age [removed: 53,] [added: 54,] was named Executive Vice President, [removed: Crop Protection] [added: Seed] Business Unit of [removed: Corteva] [added: Corteva,] effective [removed: April 2022.][added: December 2024.]

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

*Dr. Samuel Eathington*, age [removed: 55,] [added: 56,] 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.

Prior to assuming that role, Dr. Eathington spent 19 years with Monsanto Corporation, [removed: rising through the ranks] in [removed: quantitative traits] [added: various roles] and [removed: molecular breeding to become vice president, global plant breeding] [added: becoming Vice President, Global Plant Breeding] beginning in February 2011.

Fuerer*, age [removed: 57,] [added: 58,] was named Senior Vice President, General Counsel and Secretary of Corteva effective May 2019, where he is responsible for legal, compliance, and public affairs.

*Audrey Grimm*, age [removed: 43,] [added: 44,] was named Senior Vice President and Chief [removed: Human Resources and Diversity] [added: People] Officer of Corteva effective [removed: March 2022.][added: January 2025.]

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

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

*Brian Titus*, age [removed: 51,] [added: 52,] was named Vice President, Controller and Principal Accounting Officer of Corteva effective May 2019.

Code of Financial Ethics

Insider Trading Policies and Procedures

The company has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the company's securities by directors, officers and employees, and the company, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the company.

Prior to joining Corteva, Mr. Johnson served as Atkore Inc.’s Chief Financial Officer and Chief Accounting Officer of Atkore Inc. from August 2018 through August 9, 2024, and has more than 30 years of experience in strategic and financial planning, risk assessment, mergers & acquisitions, global tax strategies, international operations, and internal controls.

Prior to joining Atkore Inc., Mr. Johnson served in various finance leadership roles at Eaton Corporation from 1995 through 2018.

Most recently at Eaton, Mr. Johnson was Vice President-Finance & Operations for the electrical sector business, where he was responsible for sector financial planning, analysis, and reporting; compliance, credit & collections; government accounting; as well as global purchasing, manufacturing strategies, logistics and distribution.

Prior to that, Mr. Johnson was Vice President-Finance and Planning for the Americas region (Eaton Electrical) where he was responsible for reporting, planning, acquisitions, and implementing common financial policies / reporting across numerous recently acquired businesses.

During his tenure at Eaton, Mr. Johnson held other roles of progressive responsibilities, including Plant Controller, Division Controller, Director of Finance & Business Development, Vice President Finance & Business Development, and Vice President Finance & Planning-Europe, Middle East, and Asia.

Mr. O’Connor has over 25 years of experience in agriculture and has served as the Company’s President for the North America commercial business since July 2022.

Prior to that, Mr. O’Connor served as the President for the company’s U.S. commercial business since August 2018.

Prior to the Company’s spin from DowDuPont, Inc., Mr. O’Connor was the North America Commercial Leader for DuPont Pioneer, where he was responsible for integration activities supporting the merger of DuPont and The Dow Chemical Company.

Mr. O’Connor held various leadership positions in the Company’s seed business including Vice President of Integrated Operations & Commercial Effectiveness for DuPont Pioneer, Business Director and Vice President for the Pioneer® brand sales organization, and Business President for DuPont Latin America.

Prior to joining Corteva, Mr. O’Connor began his career in the crop protection sector with American Cyanamid where he held a number of sales, marketing

and leadership positions.

He serves on the board of directors for CropLife America and America’s Cultivation Corridor, where he is past Chair of the Board.

He has previously served on the board of directors for the Greater Des Moines Partnership.

Mr. King currently serves on the American Chemistry Council Board of Directors and is on the Texas Tech College of Engineering Dean’s Council.

Ms. Grimm previously served as Senior Vice President and Chief Human Resources and Diversity Officer of Corteva since March 2022.

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

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

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

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

*Timothy P.

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

Mr. Glenn previously served as Executive Vice President, Chief Commercial Officer of Corteva from 2018 to April 2022.

Prior to this, he served as Vice President, Global Seed Business Platform of DowDuPont Inc. since 2017.

From 2015 to 2017, Mr. Glenn served as President, DuPont Crop Protection, and from 2014 to 2015, he served as vice president, integrated operations and commercial effectiveness for DuPont Pioneer.

He previously held other leadership positions at DuPont Pioneer, including regional business director, Latin America and Canada, after rejoining DuPont Pioneer in 2006 as director, North America Marketing.

In 1997, he joined Dow AgroSciences as corn product manager, Mycogen Seeds, and served in sales and business leadership roles in the crop protection and seeds businesses of Dow AgroSciences.

He first joined Pioneer Hi-Bred International, Inc. in 1991, and held a variety of marketing roles in seed markets around the world.

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

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

Except as otherwise set forth below, information with respect to this item is incorporated herein by reference to the Definitive Proxy Statement, including information within "Compensation Discussion and Analysis," "Compensation of Executive Officers, "Director Compensation," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report."

As discussed in the EIDP Explanatory Note at page F-68 and EIDP Note 1 – Basis of Presentation, of the EIDP Consolidated Financial Statements, EIDP’s Consolidated Statements of Cash Flows were required to be restated for the misclassification of

Part III

intercompany activities between EIDP and Corteva, Inc. Corteva, as EIDP’s parent company, has confirmed the misclassification was isolated to EIDP’s standalone financial statements, and did not impact the consolidated financial statements of Corteva, as intercompany transactions are eliminated upon consolidation; nor did the misclassification have any impact on Corteva’s internal control over financial reporting.

Therefore, it had no impact on any financial reporting measures utilized by Corteva within its incentive-based compensation programs.

EIDP does not maintain standalone incentive-based compensation programs based upon EIDP financial reporting measures, nor does EIDP grant equity-based awards to its executives.

Therefore, there was no erroneously awarded compensation subject to recovery as a result of EIDP's restatement.

Information related to executive compensation and the company's equity compensation plans is contained in the definitive Proxy Statement for the 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meetings of Stockholders of Corteva, Inc., including information within the section entitled, “Ratification of Independent Registered Public Accounting Firm.”

EXHIBITS AND [removed: CONSOLIDATED] FINANCIAL STATEMENT SCHEDULES

| | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

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

| Additions charged to expenses | | | [removed: 24] [added: 55] | | | [removed: 3] [added: 24] | | | [removed: 6] [added: 3] | | |

| Deductions from reserves1 | | | [removed: (13)] [added: (81)] | | | [removed: (19)] [added: (13)] | | | [removed: (4)] [added: (19)] | | |

| Balance at end of period | | | $ | [removed: 205] [added: 179] | | $ | [removed: 194] [added: 205] | | $ | [removed: 210] [added: 194] | |

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

| Additions charged to expenses | | | [removed: 225] [added: 301] | | | [removed: 87] [added: 225] | | | [removed: 97] [added: 87] | | |

| Purchase [removed: Accounting Adjustments] [added: accounting adjustments] | | | [removed: 8] [added: —] | | | [removed: —] [added: 8] | | | — | | |

| Deductions from reserves2 | | | [removed: (65)] [added: (145)] | | | [removed: (111)] [added: (65)] | | | [removed: (184)] [added: (111)] | | |

| Balance at end of period | | | $ | [removed: 510] [added: 666] | | $ | [removed: 342] [added: 510] | | $ | [removed: 366] [added: 342] | |

Deductions include [added: amounts recorded to Other Comprehensive Income and] currency translation adjustments.

| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/1755672/000119312519106808/d615112dex21.htm)] [added: [2.1](https://www.sec.gov/Archives/edgar/data/1755672/000119312519106808/d615112dex21.htm)] | | | | | | Separation and Distribution Agreement by and among DuPont Inc., Dow Inc. and Corteva, Inc. (incorporated by reference to Exhibit No. 2.1 to Amendment 3 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on April 16, 2019). | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1755672/000119312519163314/d753864dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1755672/000119312519163314/d753864dex31.htm)] | | | | | | Amended and Restated Certificate of Incorporation of Corteva, Inc. (incorporated by reference to Exhibit No. 3.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on June 3, [removed: 2019.] [added: 2019).] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1755672/000175567219000022/textofamendment.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567219000022/textofamendment.htm)] | | | | | | Amended and Restated Bylaws of Corteva, Inc. (incorporated by reference to Exhibit No. 3.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on October 10, [removed: 2019.] [added: 2019).] | | |

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

| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/30554/000119312517274840/d438565dex32.htm)] [added: [3.4](https://www.sec.gov/Archives/edgar/data/30554/000119312517274840/d438565dex32.htm)] | | | | | | Amended and Restated Bylaws of EIDP, Inc. (incorporated by reference to Exhibit 3.2 to EIDP's Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017). | | |

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

| [removed: [10.4*](http://www.sec.gov/Archives/edgar/data/1755672/000119312519106808/d615112dex104.htm)] [added: [10.4*](https://www.sec.gov/Archives/edgar/data/1755672/000119312519106808/d615112dex104.htm)] | | | | | | Intellectual Property Cross-License Agreement by and between Corteva, Inc. and Dow Inc. (incorporated by reference to Exhibit No. 10.4 to Amendment 3 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on April 16, 2019). | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1755672/000119312519138437/d615112dex105.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1755672/000119312519138437/d615112dex105.htm)] | | | | | | Corteva, Inc. 2019 Omnibus Incentive Plan. (incorporated by reference to Exhibit No. 10.5 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on May 6, 2019). | | |

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

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

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/30554/000003055415000065/exhibit22taxmattersagreeme.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/30554/000003055415000065/exhibit22taxmattersagreeme.htm)] | | | | | | Tax Matters Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 2.2 to E. I. du Pont de Nemours and Company's Current Report on Form 8-K (Commission file number 1-815) dated July 8, 2015). | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex43.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1666700/000119312517275738/d447567dex43.htm)] | | | | | | Amended and Restated Management Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Corteva’s and EIDP’s Quarterly Report on Form 10-Q (Commission file numbers 001-38710 and 001-00815), filed on August 4, 2023). | | |

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

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

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

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

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

| [10.24](https://www.sec.gov/Archives/edgar/data/1755672/000175567223000018/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 [removed: 001-00815),] [added: 001-00815, respectively),] filed on August 4, [removed: 2023] [added: 2023).] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-12312024xex21.htm)] | | | | | | Subsidiaries of the Registrant. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-12312024xex231.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - Corteva, Inc. | | |

| [removed: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex232.htm)] [added: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-12312024xex232.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - EIDP, Inc. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/ctva-12312023xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/corteva-12312024xex311.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/1755672/000175567224000004/ctva-12312023xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/corteva-12312024xex312.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/1755672/000175567224000004/ctva-12312023xex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/corteva-12312024xex321.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/1755672/000175567224000004/ctva-12312023xex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/corteva-12312024xex322.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. | | |

| [removed: [97](https://www.sec.gov/Archives/edgar/data/1755672/000175567224000004/clawbackpolicy.htm)] [added: [19](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-12312024xex19.htm)] | | | | | | [removed: Corteva, Inc. Clawback] [added: Corteva Insider Trading] Policy | | |

| /s/ Charles V. Magro | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Gregory R. Page | | | | | | Non-Executive Chairman of the Board of Directors and Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Lamberto Andreotti | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ David C. Everitt | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Klaus A. Engel | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Michael O. Johanns | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Janet P. Giesselman | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Karen H. Grimes | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Rebecca B. Liebert | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Marcos M. Lutz | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Nayaki R. Nayyar | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Kerry J. Preete | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ Patrick J. Ward | | | | | | Director | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ David [removed: J. Anderson] [added: P. Johnson] | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| /s/ David [removed: J. Anderson] [added: P. Johnson] | | | | | | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | | | | | | February [removed: 8, 2024] [added: 14, 2025] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#i5b696854258a48ad98c9b92062012e90_133)] [added: Reporting](#ia9b32b72a3ad42899d91c7344cdfcc4e_136)] | | | [removed: F-[2](#i5b696854258a48ad98c9b92062012e90_133)] [added: F-[2](#ia9b32b72a3ad42899d91c7344cdfcc4e_136)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i5b696854258a48ad98c9b92062012e90_136) 238[)](#i5b696854258a48ad98c9b92062012e90_136)] [added: ID](#ia9b32b72a3ad42899d91c7344cdfcc4e_139) 238[)](#ia9b32b72a3ad42899d91c7344cdfcc4e_139)] | | | [removed: F-[3](#i5b696854258a48ad98c9b92062012e90_136)] [added: F-[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_139)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i5b696854258a48ad98c9b92062012e90_139)[3](#i5b696854258a48ad98c9b92062012e90_139)[, 202](#i5b696854258a48ad98c9b92062012e90_139)[2](#i5b696854258a48ad98c9b92062012e90_139)[,] [added: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)[, 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)[,] and [removed: 202](#i5b696854258a48ad98c9b92062012e90_139)1] [added: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)2] | | | [removed: F-[5](#i5b696854258a48ad98c9b92062012e90_139)] [added: F-[5](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 202](#i5b696854258a48ad98c9b92062012e90_142)[3](#i5b696854258a48ad98c9b92062012e90_142)[, 202](#i5b696854258a48ad98c9b92062012e90_142)[2](#i5b696854258a48ad98c9b92062012e90_142)[,] [added: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)[, 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)[,] and [removed: 20](#i5b696854258a48ad98c9b92062012e90_142)21] [added: 20](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)22] | | | [removed: F-[6](#i5b696854258a48ad98c9b92062012e90_142)] [added: F-[6](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i5b696854258a48ad98c9b92062012e90_145)[3](#i5b696854258a48ad98c9b92062012e90_145)] [added: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_148)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_148)] [and [removed: 20](#i5b696854258a48ad98c9b92062012e90_145)22] [added: 20](#ia9b32b72a3ad42899d91c7344cdfcc4e_148)23] | | | [removed: F-[7](#i5b696854258a48ad98c9b92062012e90_145)] [added: F-[7](#ia9b32b72a3ad42899d91c7344cdfcc4e_148)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i5b696854258a48ad98c9b92062012e90_151)[3](#i5b696854258a48ad98c9b92062012e90_151)[, 202](#i5b696854258a48ad98c9b92062012e90_151)[2](#i5b696854258a48ad98c9b92062012e90_151)[,] [added: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)[, 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)[,] and [removed: 20](#i5b696854258a48ad98c9b92062012e90_151)21] [added: 20](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)22] | | | [removed: F-[8](#i5b696854258a48ad98c9b92062012e90_151)] [added: F-[8](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 202](#i5b696854258a48ad98c9b92062012e90_154)[3](#i5b696854258a48ad98c9b92062012e90_154)[, 202](#i5b696854258a48ad98c9b92062012e90_154)[2](#i5b696854258a48ad98c9b92062012e90_154)[,] [added: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)[, 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)[,] and [removed: 20](#i5b696854258a48ad98c9b92062012e90_154)21] [added: 20](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)22] | | | [removed: F-[9](#i5b696854258a48ad98c9b92062012e90_154)] [added: F-[9](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i5b696854258a48ad98c9b92062012e90_160)] [added: Statements](#ia9b32b72a3ad42899d91c7344cdfcc4e_163)] | | | [removed: F-[10](#i5b696854258a48ad98c9b92062012e90_160)] [added: F-[10](#ia9b32b72a3ad42899d91c7344cdfcc4e_163)] | | |

The [removed: financial statements] [added: Consolidated Financial Statements] have been audited by the company's independent registered public accounting firm, PricewaterhouseCoopers LLP.

Management assessed the effectiveness of the company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

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: 2023,] [added: 2024,] as stated in their report, which is presented on the following pages.

 ![D.][added: Signature.jpg](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-20241231_g6.jpg)]

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

| Charles V. Magro Chief Executive Officer and Director | | | | | | David [removed: J. Anderson] [added: P. Johnson] Executive Vice President and Chief Financial Officer | | |

| [97](https://www.sec.gov/Archives/edgar/data/30554/000175567224000004/clawbackpolicy.htm) | | | | | | Corteva, Inc. Clawback Policy (incorporated by reference from Exhibit 97 to Corteva’s and EIDP’s Annual Report on Form 10-K (Commission file numbers 001-38710 and 001-00815, respectively), filed on February 8, 2024). | | |

| February 14, 2025 | | | | | | | | |

| David P. Johnson | | | | | | | | | | | | | | |

| February 14, 2025 | | | | | | | | |

| /s/ Charles V. Magro | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February 14, 2025 | | |

| David P. Johnson | | | | | | | | | | | | | | |

February 14, 2025

*Revenue Recognition – Product Sales*

As described in Notes 2 and 5 to the consolidated financial statements, net sales were $16.908 billion for the year ended December 31, 2024.

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

Revenue is recognized from product sales when the customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

Control transfer occurs at a point in time according to shipping terms.

All estimates are based on the Company's historical experience, anticipated performance, and management’s best judgment at the time the estimate is made.

The principal consideration for our determination that performing procedures relating to revenue recognition for product sales is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

These procedures also included, among others (i) evaluating revenue transactions by testing, on a sample basis, the revenue recognized by obtaining and inspecting source documents, such as purchase orders, invoices, shipment or delivery documents, and cash receipts, as applicable; (ii) testing, on a sample basis, the recognition of variable consideration for rebates issued and discounts granted during the year by obtaining and inspecting source documents, such as support for the nature of the variable consideration, amount, and agreement with the customer; and (iii) confirming, on a sample basis, outstanding customer invoice balances as of year-end, and, for confirmations not returned, obtaining and inspecting source documents, including invoices, shipment or delivery documents, and subsequent cash receipts, as applicable.

February 14, 2025

| Repurchase of common stock | | | | | | (430) | | | | | | (579) | | | | | | | | | (1,009) | | |

| Balance at December 31, 2024 | | | $ | 7 | | $ | 27,196 | | | | | $ | 55 | | $ | (3,469) | | $ | 241 | | $ | 24,030 | |

| 4 | | | [Business Combinations](#ia9b32b72a3ad42899d91c7344cdfcc4e_175) | | | F-[18](#ia9b32b72a3ad42899d91c7344cdfcc4e_175) | | |

| 5 | | | [Revenue](#ia9b32b72a3ad42899d91c7344cdfcc4e_178) | | | F-[19](#ia9b32b72a3ad42899d91c7344cdfcc4e_178) | | |

| 7 | | | [Supplementary Information](#ia9b32b72a3ad42899d91c7344cdfcc4e_187) | | | F-[23](#ia9b32b72a3ad42899d91c7344cdfcc4e_187) | | |

| 8 | | | [Income Taxes](#ia9b32b72a3ad42899d91c7344cdfcc4e_190) | | | F-[25](#ia9b32b72a3ad42899d91c7344cdfcc4e_190) | | |

| 11 | | | [Inventories](#ia9b32b72a3ad42899d91c7344cdfcc4e_199) | | | F-[30](#ia9b32b72a3ad42899d91c7344cdfcc4e_199) | | |

| 14 | | | [Leases](#ia9b32b72a3ad42899d91c7344cdfcc4e_211) | | | F-[32](#ia9b32b72a3ad42899d91c7344cdfcc4e_211) | | |

| 20 | | | [Financial Instruments](#ia9b32b72a3ad42899d91c7344cdfcc4e_235) | | | F-[57](#ia9b32b72a3ad42899d91c7344cdfcc4e_235) | | |

| 22 | | | [Geographic Information](#ia9b32b72a3ad42899d91c7344cdfcc4e_241) | | | F-[64](#ia9b32b72a3ad42899d91c7344cdfcc4e_241) | | |

| 23 | | | [Segment Information](#ia9b32b72a3ad42899d91c7344cdfcc4e_244) | | | F-[64](#ia9b32b72a3ad42899d91c7344cdfcc4e_244) | | |

Statements).

The Argentina government has offered USD-denominated bonds to importers, the proceeds from which could be used to pay off outstanding intercompany payables.

As of December 31, 2024, the company holds $103 million (at amortized cost) of these foreign government bonds as part of its strategy to manage its net monetary asset exposure in Argentina.

Refer to the “Debt Securities” section in Note 20 - Financial Instruments, for additional information.

Changes in the fair values of derivative

The company’s historical expectation was that the technology

For the year ended December 31, 2024, the company recognized charges of $55 million in restructuring and asset related charges - net in the Consolidated Statement of Operations from non-cash accelerated prepaid royalty amortization expense, which as of the end of the second quarter of 2024 is complete.

The current portion of uncertain income tax

The company adopted this guidance and has included enhanced disclosures relating to its reportable segments.

Beginning in the third quarter of 2024, newly-formed joint ventures have applied this guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.

This ASU includes amendments that require entities to bifurcate specified expense line items on the income statement into underlying components, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, as applicable.

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

Corteva

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

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

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

Corteva, Inc.

| | | | | | |

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

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.

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.

*Goodwill (Seed Reporting Unit) Impairment Assessment*

As described in Notes 2 and 13 to the consolidated financial statements, the Company’s consolidated goodwill balance was $10.6 billion as of December 31, 2023, and the goodwill associated with the seed reporting unit was $5.4 billion.

Management tests goodwill for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value.

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

Management performed quantitative testing on its seed reporting unit and determined that no goodwill impairment existed in 2023.

Management determined fair value for the seed reporting unit using a discounted cash flow model.

Management’s significant assumptions in this analysis included future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

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

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the seed reporting unit.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness, accuracy, and relevance of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of significant assumptions used by management related to projected revenue, the weighted average cost of capital, and the terminal value.

Evaluating management’s assumptions related to projected revenue and the terminal value involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the weighted average cost of capital and terminal value assumptions.

1.

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

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

| Balance at January 1, 2021 | | | $ | 7 | | $ | 27,707 | | | | | $ | — | | $ | (2,890) | | $ | 239 | | $ | 25,063 | |

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

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

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

| 7 | | | [Supplementary Information](#i5b696854258a48ad98c9b92062012e90_181) | | | F-[25](#i5b696854258a48ad98c9b92062012e90_181) | | |

| 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) | | |

| 20 | | | [Financial Instruments](#i5b696854258a48ad98c9b92062012e90_229) | | | F-[60](#i5b696854258a48ad98c9b92062012e90_229) | | |

| 22 | | | [Geographic Information](#i5b696854258a48ad98c9b92062012e90_235) | | | F-[66](#i5b696854258a48ad98c9b92062012e90_235) | | |

F-84

F-83