Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements About Forward-Looking Statements

This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; environmental, social and governance (“ESG”) targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva’s pipeline; (ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) effect of competition and consolidation in Corteva’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) failure to comply with competition and antitrust laws; (x) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (xi) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) effect of volatility in Corteva’s input costs; (xiv) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xv) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xvi) increases in pension and other post-employment benefit plan funding obligations; (xvii) risks related to environmental litigation and the indemnification obligations of legacy EID liabilities in connection with the separation of Corteva; (xviii) risks related to Corteva’s global operations; (xix) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to COVID-19; (xxii) Corteva’s ability to recruit and retain key personnel; (xxiii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) Corteva’s dependence on intellectual property cross-license agreements; (xxvi) other risks related to the Separation from DowDuPont; and (xxvii) risks related to the Russia and Ukraine military conflict.

Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the “Risk Factors” section of Corteva’s 2021 Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Recent Developments

Global Economic Conditions

Economic activity continues to be impacted by the evolution of the novel coronavirus disease ("COVID-19"), although varying regionally depending on government policies and regulations and the rate, pace, and effectiveness of the containment efforts deployed by various national, state, and local governments, vaccination rates, and the ability of COVD-19 variants to overcome containment efforts, available vaccines, and medical treatments. These varying levels of recovery have created a misalignment of supply and demand for labor, transportation and logistic services, energy, raw materials and other inputs, which have been exasperated in certain regions by other events, including extreme weather and military conflict between Russia and Ukraine. Corteva will continue to actively monitor global conditions and may take further actions altering its business operations that it determines are in the best interests of its stakeholders, or as required by federal, state, or local authorities. These alterations or modifications may impact the company's business, including the effects on its customers, employees, and prospects, or on its financial results for the foreseeable future. The ongoing factors driving volatility in global markets that could impact our business' earnings and cash flows include, but are not limited to military conflict and resulting economic sanctions, the inflation of, or unavailability of raw material inputs and transportation and logistics services, currency fluctuations, expectations of future planted area (as influenced by consumer demand, ethanol markets and government policies and regulations), trade and purchasing of commodities globally and relative commodity prices.

In response to Russia’s military conflict with Ukraine, in April 2022 the company announced its decision to withdraw from Russia and, having already paused new sales in the country, is initiating a plan to stop production and business activities. Russia contributes approximately 2 percent of the company's annual net sales. The company expects charges in the range of $25 million to $75 million in connection with the announcement.

Share Buyback Plan

On August 5, 2021, Corteva, Inc. announced that its Board of Directors authorized a $1.5 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2021 Share Buyback Plan"). The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. In connection with the 2021 Share Buyback Plan, the company purchased and retired 4,585,000 shares during the three months ended March 31, 2022 in the open market for a total cost of $235 million.

On June 26, 2019, Corteva, Inc. announced that its Board of Directors authorized a $1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2019 Share Buyback Plan"). The company completed the 2019 Share Buyback Plan during the third quarter of 2021. In connection with the 2019 Share Buyback Plan, the company purchased and retired 7,646,000 shares during the three months ended March 31, 2021 in the open market for a total cost of $350 million.

Overview

The following is a summary of results from continuing operations for the three months ended March 31, 2022:

• The company reported net sales of $4,601 million, up 10 percent versus the same quarter last year, reflecting a 9 percent increase in price and 7 percent increase in volume, partially offset by a (6) percent unfavorable currency impact. Volume and price gains were driven by early demand and continued penetration of new products, continued focus on the company's price for value strategy and pricing for higher raw materials and logistical costs. The unfavorable currency impacts were led by the Turkish Lira and the Euro.

• Cost of goods sold ("COGS") totaled $2,724 million in the first quarter of 2022, up from $2,420 million in the first quarter of 2021, primarily driven by increased volumes, higher input costs, freight and logistics, which are primarily market-driven, partially offset by ongoing cost and productivity actions.

• Restructuring and asset related charges - net were $5 million in the first quarter of 2022, a decrease from $100 million in the first quarter of 2021. The charges for the three months ended March 31, 2022 primarily relates to the non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

• Income (loss) from continuing operations after income taxes was $577 million, as compared to $613 million in the same quarter last year.

• Operating EBITDA was $1,039 million for the three months ended March 31, 2022, improved from $904 million for the three months ended March 31, 2021 primarily driven by strong price execution and volume gains in all regions, partially offset by inflation and currency headwinds. Refer to page 47 for further discussion of the company's Non-GAAP financial measures.

In addition to the financial highlights above, the following events occurred during the three months ended March 31, 2022:

• The company returned approximately $335 million to shareholders during the three months ended March 31, 2022 under its previously announced share repurchase program and through common stock dividends.

Results of Operations

Net Sales

Net sales were $4,601 million and $4,178 million for the three months ended March 31, 2022 and 2021, respectively. The increase was primarily driven by a 9 percent increase in price and a 7 percent increase in volume versus the prior period, partially offset by a (6) percent unfavorable currency impact. Volume and price gains were driven by early demand and continued penetration of new products, continued focus on the company's price for value strategy and recovery of higher input costs. The unfavorable currency impacts were led by the Turkish Lira and the Euro.

			Three Months Ended March 31,
			2022						2021
			Net Sales ($ Millions)			%			Net Sales ($ Millions)			%
Worldwide			$	4,601		100		%	$	4,178		100		%
North America1			2,005			44		%	1,743			42		%
EMEA2			1,582			34		%	1,602			38		%
Latin America			650			14		%	518			12		%
Asia Pacific			364			8		%	315			8		%

			Q1 2022 vs. Q1 2021						Percent Change Due To:
			Net Sales Change						Price &									Portfolio /
$ In millions			$			%			Product Mix			Volume			Currency			Other
North America1			$	262		15		%	8		%	7		%	—		%	—		%
EMEA2			(20)			(1)		%	9		%	3		%	(13)		%	—		%
Latin America			132			25		%	12		%	14		%	(1)		%	—		%
Asia Pacific			49			16		%	5		%	17		%	(3)		%	(3)		%
Total			$	423		10		%	9		%	7		%	(6)		%	—		%

1.Represents U.S. & Canada.

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

Cost of Goods Sold

COGS was $2,724 million (59 percent of net sales) and $2,420 million (58 percent of net sales) for the three months ended March 31, 2022 and 2021, respectively. The increase was primarily driven by increased volumes and higher input costs, freight and logistics, which are primarily market-driven. The increases are partially offset by ongoing cost and productivity actions. The market driven trends are expected to continue as global supply chains and logistics remain constrained across industries.

Research and Development Expense

R&D expense was $268 million (6 percent of net sales) and $281 million (7 percent of net sales) for the three months ended March 31, 2022 and 2021, respectively. The decrease was primarily driven by decreases in contract labor, salaries and wages due to cost and productivity actions, and favorable currency, partially offset by additional spending on various R&D projects.

Selling, General and Administrative Expenses

SG&A expenses were $735 million (16 percent of net sales) and $733 million (18 percent of net sales) for the three months ended March 31, 2022 and 2021, respectively. SG&A expenses were relatively flat, which was primarily driven by higher travel, promotion and advertising costs due to the lifting of COVID-19 restrictions, and bad debt expense, which were offset by favorable currency and a favorable impact from the company's deferred compensation plans due to market declines.

Amortization of Intangibles

Intangible asset amortization was $179 million and $183 million for the three months ended March 31, 2022 and 2021. See Note 10 - Other Intangible Assets, to the interim Consolidated Financial Statements for additional information.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were $5 million and $100 million for the three months ended March 31, 2022 and 2021, respectively. The charges in the first quarter of 2021 primarily relate to severance and related benefit costs, contract termination charges, and asset related charges associated with 2021 Restructuring Actions.

In addition, during the three months ended March 31, 2022 and 2021, the company recognized $6 million and $7 million, respectively, in restructuring and asset related charges, net in the interim Consolidated Statement of Operations, from non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

See Note 4 - Restructuring and Asset Related Charges, Net, to the interim Consolidated Financial Statements for additional information.

Other Income - Net

Other income - net was $17 million and $337 million for the three months ended March 31, 2022 and 2021, respectively. The decrease 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, estimated settlement reserves related to Lorsban®, an increase in mark-to-market losses on an equity security, and an increase in exchange losses.

Pre-tax net exchange losses were $47 million and $35 million for the three months ended March 31, 2022 and 2021 respectively. The company routinely uses forward exchange contracts to offset its net exposures, by currency denominated monetary assets and liabilities of its operations. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes. The net pre-tax exchange gains and losses are recorded in other income - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the interim Consolidated Statement of Operations.

See Note 5 - Supplementary Information, to the interim Consolidated Financial Statements for additional information.

Interest Expense

Interest expense was $9 million and $7 million for the three months ended March 31, 2022 and 2021, respectively. The change was primarily driven by foreign currency loans entered into in 2022 and higher interest rates.

Provision for (Benefit from) Income Taxes on Continuing Operations

The company’s provision for income taxes on continuing operations was $121 million for the three months ended March 31, 2022 on pre-tax income from continuing operations of $698 million, resulting in an effective tax rate of 17.3 percent. The effective tax rate was favorably impacted by changes in deferred taxes for certain prior year tax positions, as well as tax benefits from stock-based compensation.

The company’s provision for income taxes on continuing operations was $178 million for the three months ended March 31, 2021 on pre-tax income from continuing operations of $791 million, resulting in an effective tax rate of 22.5 percent. The effective tax rate was unfavorably impacted by the tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not tax-deductible in their local jurisdictions, as well as geographic mix of earnings. Those unfavorable impacts were partially offset by $(7) million of net tax benefits associated with changes in accruals for certain prior year tax positions in various jurisdictions, as well as tax benefits from stock-based compensation.

EID Analysis of Operations

As discussed in Note 1 - Basis of Presentation, to the EID interim Consolidated Financial Statements, EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The below relates to EID only and is presented to provide an Analysis of Operations, only for the differences between EID and Corteva, Inc.

Interest Expense

EID’s interest expense was $18 million and $22 million for the three months ended March 31, 2022 and 2021, respectively. The change was primarily driven by lower average borrowings on the related party loan between EID and Corteva, Inc., partially offset by the items noted above, under the header "Interest Expense." See Note 2 - Related Party Transactions, to the EID interim Consolidated Financial Statements for further information.

Provision for (Benefit from) Income Taxes on Continuing Operations

EID’s benefit from income taxes on continuing operations was $119 million for the three months ended March 31, 2022 on pre-tax loss from continuing operations of $689 million, resulting in an effective tax rate of 17.3 percent. EID’s provision for

income taxes on continuing operations was $174 million for three months ended March 31, 2021 on pre-tax income from continuing operations of $776 million, resulting in an effective tax rate of 22.4 percent.

EID’s effective tax rates for the three months ended March 31, 2022 and 2021 were driven by a tax benefit related to the interest expense incurred on the related party loan between EID and Corteva, Inc. and the items noted on page 42, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations.” See Note 2 - Related Party Transactions, to the EID Consolidated Financial Statements for further information.

Corporate Outlook

The company is affirming its previously provided outlook for the full-year 2022 net sales and Operating EBITDA. Net sales is expected to be in the range of $16.7 billion and $17.0 billion and Operating EBITDA is expected to be in the range of $2.8 billion and $3.0 billion. The company adjusted its expectations for Operating Earnings Per Share, which is now expected to be in the range of $2.35 and $2.55 per share, reflecting lower average share count.

Corteva is not able to reconcile its forward-looking non-GAAP financial measures to its most comparable U.S. GAAP financial measures, as it is unable to predict with reasonable certainty items outside of the company’s control, such as Significant Items, without unreasonable effort (refer to page 48 for Significant Items recorded in the three months ended March 31, 2022 and 2021). During 2022, the company expects to record approximately $102 million for non-cash accelerated prepaid royalty amortization expense as restructuring and asset related charges. See Note 4 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for additional information on the company’s accelerated prepaid royalty amortization.

Recent Accounting Pronouncements

See Note 2 - Recent Accounting Guidance, to the interim Consolidated Financial Statements for a description of recent accounting pronouncements.

Segment Reviews

The company operates in two reportable segments: Seed and Crop Protection.

Seed

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

Crop Protection

The crop protection segment serves the global agricultural input industry with products that protect against weeds, insects and other pests, and disease, and that improve overall crop health both above and below ground via nitrogen management and seed-applied technologies. The segment offers crop protection solutions that provide farmers the tools they need to improve productivity and profitability, and help keep fields free of weeds, insects and diseases. The segment is a leader in global herbicides, insecticides, nitrogen stabilizers and pasture and range management herbicides.

Summarized below are comments on individual segment net sales and segment operating EBITDA for the three months ended March 31, 2022 compared with the same period in 2021. The company defines segment operating EBITDA as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, corporate expenses, non-operating benefits (costs), foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items. Non-operating benefits (costs) consists of non-operating pension and OPEB benefit (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy EID businesses and sites. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense. See Note 17 - Segment Information, to the interim Consolidated Financial Statements for details related to significant pre-tax benefits (charges) excluded from segment operating EBITDA. All references to prices are based on local price unless otherwise specified.

A reconciliation of segment operating EBITDA to income (loss) from continuing operations after income taxes for the three months ended March 31, 2022 and 2021 is included in Note 17 - Segment Information, to the interim Consolidated Financial Statements.

Seed			Three Months Ended March 31,
In millions			2022			2021
Net sales			$	2,524		$	2,492
Segment operating EBITDA			$	569		$	617

Seed			Q1 2022 vs. Q1 2021						Percent Change Due To:
			Net Sales Change						Price &									Portfolio /
$ In millions			$			%			Product Mix			Volume			Currency			Other
North America			$	(26)		(2)		%	5		%	(7)		%	—		%	—		%
EMEA			(21)			(2)		%	11		%	—		%	(13)		%	—		%
Latin America			49			18		%	9		%	11		%	(2)		%	—		%
Asia Pacific			30			49		%	9		%	49		%	(9)		%	—		%
Total			$	32		1		%	8		%	(1)		%	(6)		%	—		%

Seed			Q1 2022 vs. Q1 2021						Percent Change Due To:
			Net Sales Change						Price &									Portfolio /
$ In millions			$			%			Product Mix			Volume			Currency			Other
Corn			$	42		2		%	8		%	(1)		%	(5)		%	—		%
Soybeans			(5)			(3)		%	6		%	(8)		%	(1)		%	—		%
Other oilseeds			(19)			(6)		%	8		%	(2)		%	(13)		%	—		%
Other			14			11		%	5		%	8		%	(2)		%	—		%
Total			$	32		1		%	8		%	(1)		%	(6)		%	—		%

Seed

Seed net sales were $2,524 million in the first quarter of 2022, up 1 percent from $2,492 million in the first quarter of 2021. The increase was driven by an 8 percent increase in price. This gain was partially offset by a 1 percent decline in volumes and a 6 percent unfavorable currency impact.

The increase in price was driven by strong execution globally, led by EMEA and North America, with corn price up 8 percent globally. The decline in volume was driven by seasonal timing of deliveries in North America, which was partially offset by strong demand for corn in Brazil. Unfavorable currency impacts were led by the Turkish Lira and the Euro.

Segment operating EBITDA was $569 million in the first quarter of 2022, down 8 percent from $617 million in the first quarter of 2021. Price execution and ongoing cost and productivity actions were more than offset by seasonal timing in North America, higher input and freight costs, the unfavorable impact of currency, and the unfavorable year-over-year impact from the remeasurement of an equity investment.

Crop Protection			Three Months Ended March 31,
In millions			2022			2021
Net sales			$	2,077		$	1,686
Segment Operating EBITDA			$	491		$	321

Crop Protection			Q1 2022 vs. Q1 2021						Percent Change Due To:
			Net Sales Change						Price &									Portfolio /
$ In millions			$			%			Product Mix			Volume			Currency			Other
North America			$	288		54		%	17		%	37		%	—		%	—		%
EMEA			1			—		%	7		%	6		%	(13)		%	—		%
Latin America			83			34		%	17		%	16		%	1		%	—		%
Asia Pacific			19			7		%	4		%	9		%	(2)		%	(4)		%
Total			$	391		23		%	11		%	18		%	(5)		%	(1)		%
Crop Protection			Q1 2022 vs. Q1 2021						Percent Change Due To:
			Net Sales Change						Price &									Portfolio /
$ In millions			$			%			Product Mix			Volume			Currency			Other
Herbicides			$	219		22		%	12		%	14		%	(4)		%	—		%
Insecticides			33			9		%	9		%	7		%	(7)		%	—		%
Fungicides			43			16		%	6		%	20		%	(6)		%	(4)		%
Other			96			178		%	33		%	148		%	(3)		%	—		%
Total			$	391		23		%	11		%	18		%	(5)		%	(1)		%

Crop Protection

Crop protection net sales were $2,077 million in the first quarter of 2022, up 23 percent from $1,686 million in the first quarter of 2021. The increase was driven by an 18 percent increase in volume and an 11 percent increase in price. These gains were partially offset by a 5 percent unfavorable currency impact and a 1 percent unfavorable portfolio impact.

The increase in volume was driven by strong early demand for herbicides in North America on supply concerns and continued penetration of new and differentiated products, including EnlistTM, ArylexTM, and RinskorTM herbicides and ZorvecTM fungicide. The increase in price was broad-based, with gains in all regions led by North America, and mostly reflected pricing for higher raw material and logistical costs. Unfavorable currency impacts were led by the Turkish Lira and the Euro. The portfolio impact was driven by a divestiture in Asia Pacific.

Segment operating EBITDA was $491 million in the first quarter of 2021, up 53 percent from $321 million in the first quarter of 2021. Pricing and volume gains and productivity actions more than offset the unfavorable impact of currency, higher input costs, including raw material costs, and higher SG&A. Segment operating EBITDA margin improved by 460 basis points versus the prior-year period largely driven by new and differentiated technology.

Non-GAAP Financial Measures

The company presents certain financial measures that do not conform to U.S. GAAP and are considered non-GAAP measures. These measures include Operating EBITDA and operating earnings (loss) per share. Management uses these measures internally for planning and forecasting, including allocating resources and evaluating incentive compensation. Management believes that these non-GAAP measures best reflect the ongoing performance of the company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the company and a more useful comparison of year over year results. These non-GAAP measures supplement the company's U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Reconciliations for these non-GAAP measures to U.S. GAAP are provided below.

Operating EBITDA is defined as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits (costs), foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items. Non-operating benefits (costs) consists of non-operating pension and OPEB benefits (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy businesses and sites. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense. Operating earnings (loss) per share is defined as "earnings (loss) per common share from continuing operations - diluted" excluding the after-tax impact of significant items, the after-tax impact of non-operating benefits (costs), the after-tax impact of amortization expense associated with intangible assets existing as of the Separation from DowDuPont, and the after-tax impact of net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. Although amortization of the company's intangible assets is excluded from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in amortization of additional intangible assets. Net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting represents the non-cash net gain (loss) from changes in fair value of certain undesignated foreign currency derivative contracts. Upon settlement, which is within the same calendar year of execution of the contract, the realized gain (loss) from the changes in fair value of the non-qualified foreign currency derivative contracts will be reported in the relevant non-GAAP financial measures, allowing quarterly results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to fair value volatility.

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

			Three Months Ended March 31,
(In millions)			2022			2021
Income (loss) from continuing operations after income taxes (GAAP)			$	577		$	613
Provision for (benefit from) income taxes on continuing operations			121			178
Income (loss) from continuing operations before income taxes (GAAP)			698			791
Depreciation and amortization			307			304
Interest income			(15)			(21)
Interest expense			9			7
Exchange (gains) losses			47			35
Non-operating (benefits) costs			(65)			(311)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges			36			(1)
Significant items (benefit) charge			22			100
Operating EBITDA (Non-GAAP)			$	1,039		$	904

Significant Items

			Three Months Ended March 31,
(In millions)			2022			2021
Restructuring and asset related charges - net			$	(5)		$	(100)
Estimated settlement expense1			(17)			—
Total pretax significant items benefit (charge)			(22)			(100)
Total tax (provision) benefit impact of significant items2			6			23
Total significant items benefit (charge), after tax			$	(16)		$	(77)

1.Consists of estimated Lorsban® related reserves.

2.Unless specifically addressed above, the income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.

Reconciliation of Income (Loss) from Continuing Operations Attributable to Corteva and Earnings (Loss) Per Share of Common Stock from Continuing Operations - Diluted to Operating Earnings (Loss) and Operating Earnings (Loss) Per Share

			Three Months Ended March 31,
(In millions)			2022			2021
Income (loss) from continuing operations attributable to Corteva (GAAP)			$	574		$	610
Less: Non-operating benefits - net, after tax			49			237
Less: Amortization of intangibles (existing as of Separation), after tax			(139)			(143)
Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax			(28)			1
Less: Significant items benefit (charge), after tax			(16)			(77)
Operating Earnings (Loss) (Non-GAAP)			$	708		$	592

			Three Months Ended March 31,
			2022			2021
Earnings (loss) per share of common stock from continuing operations - diluted (GAAP)			$	0.79		$	0.81
Less: Non-operating benefits - net, after tax			0.07			0.31
Less: Amortization of intangibles (existing as of Separation), after tax			(0.19)			(0.19)
Less: Mark-to-market gains on certain foreign currency contracts not designated as hedges, after tax			(0.04)			—
Less: Significant items benefit (charge), after tax			(0.02)			(0.10)
Operating Earnings (Loss) Per Share (Non-GAAP)			$	0.97		$	0.79
Diluted Shares Outstanding (in millions)			730.9			749.6

Liquidity and Capital Resources

Information related to the company's liquidity and capital resources can be found in the company’s 2021 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity & Capital Resources. The discussion below provides the updates to this information for the three months ended March 31, 2022.

(In millions)			March 31, 2022			December 31, 2021			March 31, 2021
Cash, cash equivalents and marketable securities			$	2,321		$	4,545		$	2,518
Total debt			$	2,172		$	1,117		$	2,352

The increase in debt balances from December 31, 2021 was primarily due to funding the company’s seasonal working capital needs and capital expenditures. See further information in Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the interim Consolidated Financial Statements.

The company believes its ability to generate cash from operations and access to capital markets and commercial paper markets will be adequate to meet anticipated cash requirements to fund its operations, including seasonal working capital, capital

spending, dividend payments, share repurchases and pension obligations. Corteva's strong financial position, liquidity and credit ratings will provide access as needed to capital markets and commercial paper markets to fund seasonal working capital needs. The company's liquidity needs can be met through a variety of sources, including cash provided by operating activities, commercial paper, syndicated credit lines, bilateral credit lines, long-term debt markets, bank financing and committed receivable repurchase facilities. Corteva considers the borrowing costs and lending terms when selecting the source to fund its operations and working capital needs.

The company had access to approximately $6.6 billion at March 31, 2022 and $6.4 billion at December 31, 2021, and March 31, 2021, respectively, in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans. In addition to the unused credit facilities, the company has a $500 million 2022 Repurchase Facility (as defined below). These facilities provide support to meet the company’s short-term liquidity needs and for general corporate purposes which may include funding of discretionary and non-discretionary contributions to certain benefit plans, severance payments, repayment and refinancing of debt, working capital, capital expenditures, repurchases and redemptions of securities and funding Corteva's costs and expenses.

In November 2018, EID entered into a $3.0 billion five-year revolving credit facility and a $3.0 billion three-year revolving credit facility (the “Revolving Credit Facilities”). The 2018 Revolving Credit Facilities became effective May 2019. Corteva, Inc. became a party at the time of the Corteva Distribution. In May 2021, the company entered into an amendment that extended the maturity date of the 3-year revolving credit facility from May 2022 to May 2023. Other than the change in maturity date, there were no material modifications to the terms of the credit facility. During May 2022, the Credit Facilities were refinanced for purposes of extending the maturity dates to 2027 and 2025 for the 5-year and 3-year revolving credit facilities, respectively, lowering the facility amount of the 3-year revolving credit facility to $2 billion and transitioning the interest rate to a floating rate utilizing Adjusted Term SOFR plus a margin of 0.10 percent. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used, from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. The Revolving Credit Facilities also contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At March 31, 2022 the company was in compliance with these covenants.

The company enters into short-term and long-term foreign currency loans from time-to-time by accessing uncommitted revolving credit lines to fund working capital needs of foreign subsidiaries in the normal course of business (“Foreign Currency Loans”). Interest rates are variable and determined at the time of borrowing. Total unused bank credit lines on the Foreign Currency Loans at March 31, 2022 was approximately $255 million. The company’s long-term Foreign Currency Loans have varying maturities through 2024.

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

The company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations affecting manufacturing plants, mineral producing properties or research facilities located in the U.S. and the consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations. The outstanding long-term debt also contains customary default provisions.

The company has meaningful seasonal working capital needs based in part on providing financing to its customers. Working capital is funded through multiple methods including cash, commercial paper, a receivable repurchase facility, the Revolving Credit Facilities, and factoring.

In February 2022, in line with seasonal working capital requirements, the company entered into a committed receivable repurchase agreement of up to $500 million (the "2022 Repurchase Facility"), which expires in December 2022. Under the 2022 Repurchase Facility, Corteva may sell a portfolio of available and eligible outstanding customer notes receivables to participating institutions and simultaneously agree to repurchase at a future date. See further discussion of this facility in Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the interim Consolidated Financial Statements.

The company has factoring agreements with third-party financial institutions to sell its trade receivables under both recourse and non-recourse agreements in exchange for cash proceeds in an effort to reduce its receivables risk. For arrangements that include an element of recourse, the company provides a guarantee of the trade receivables in the event of customer default. Refer to Note 8 - Accounts and Notes Receivable - Net, to the interim Consolidated Financial Statements for more information.

The company also organizes agreements with third-party financial institutions who directly provide financing for select customers of the company's seed and crop protection products in each region. Terms of the third-party loans are less than a year and programs are renewed on an annual basis. In some cases, the company guarantees a portion of the extension of such credit to such customers. Refer to Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements for more information on the company’s guarantees.

The company's cash, cash equivalents and marketable securities at March 31, 2022, December 31, 2021, and March 31, 2021 are $2.3 billion, $4.5 billion, and $2.5 billion, respectively, of which $2.2 billion, $2.9 billion, and $2.4 billion at March 31, 2022, December 31, 2021, and March 31, 2021, respectively, was held by subsidiaries in foreign countries, including United States territories. Upon actual repatriation, such earnings could be subject to withholding taxes, foreign and/or U.S. state income taxes, and taxes resulting from the impact of foreign currency movements. The cash held by foreign subsidiaries is generally used to finance the subsidiaries' operational activities and future foreign investments. At March 31, 2022, management believed that sufficient liquidity is available in the U.S. with global operating cash flows, borrowing capacity from existing committed credit facilities, and access to capital markets and commercial paper markets.

Summary of Cash Flows

Cash provided by (used for) operating activities was $(2,730) million for the three months ended March 31, 2022 compared to $(1,950) million for the three months ended March 31, 2021. The change in cash used for operating activities was driven by an increase in working capital requirements primarily due to higher receivables from revenue growth, higher inventories for expected demand and changes in deferred revenue due to higher application of customer payments to accounts receivable.

Cash provided by (used for) investing activities was $(404) million for the three months ended March 31, 2022 compared to $36 million for the three months ended March 31, 2021. The change was primarily due to higher purchase of investments, lower proceeds from sales and maturities of investments, and higher capital expenditures.

Cash provided by (used for) financing activities was $714 million for the three months ended March 31, 2022 compared to $821 million for the three months ended March 31, 2021. The change was primarily due to lower proceeds from issuance of long-term debt, and lower borrowings partially offset by lower repurchases of common stock.

In January 2022, the company's Board of Directors authorized a common stock dividend of $0.14 per share, payable on March 15, 2022, to the shareholders of record on March 1, 2022. In April 2022, the company's Board of Directors authorized a common stock dividend of $0.14 per share, payable on June 15, 2022, to the shareholders of record on May 13, 2022.

On August 5, 2021, the company's Board of Directors authorized a $1.5 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date (“2021 Share Buyback Plan”). The company repurchased $485 million under the 2021 Share Buyback Plan since the inception of the plan. In connection with the 2021 Share Buyback Plan, the company repurchased and retired 4,585,000 shares during the three months ended March 31, 2022 in the open market for a total cost of $235 million.

On June 26, 2019, the company's Board of Directors authorized a $1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date (“2019 Share Buyback Plan”). The company completed the 2019 Share Buyback Plan during the third quarter of 2021. In connection with the 2019 Share Buyback Plan, the company repurchased and retired 7,646,000 shares during the three months ended March 31, 2021 in the open market for a total cost of $350 million.

For the full year 2022, the company expects repurchases to exceed $800 million under the 2021 Share Buyback Plan discussed above. The total amount, timing, price and volume of purchases will be based on market conditions, relevant securities laws and other market and company specific factors.

See Note 13 - Stockholders' Equity, to the interim Consolidated Financial Statements for additional information related to the share buyback plans.

EID Liquidity Discussion

As discussed in Note 1 - Basis of Presentation, to the EID interim Consolidated Financial Statements, EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The below relates to EID only and is presented to provide a Liquidity discussion for the differences between EID and Corteva, Inc.

Cash provided by (used for) operating activities

EID’s cash provided by (used for) operating activities was $(2,727) million and $(1,946) million for the three months ended March 31, 2022 and 2021, respectively. The change was primarily driven by lower interest on related party debt and the items noted on page 50, under the header, "Summary of Cash Flow."

Cash provided by (used for) financing activities

EID’s cash provided by (used for) financing activities was $711 million for the three months ended March 31, 2022 compared to $817 million for the three months ended March 31, 2021. The change was primarily driven by lower borrowings and other financing activities.

See Note 2 - Related Party Transactions, to the EID interim Consolidated Financial Statements for further information on the related party loan between EID and Corteva, Inc.

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company’s 2021 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements and Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.

Contractual Obligations

Information related to the company's contractual obligations at December 31, 2021 can be found on page 64 of the company's 2021 Annual Report. There have been no material changes to the company’s contractual obligations outside the ordinary course of business from those reported in the company’s 2021 Annual Report.