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

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

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 2023 Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Recent Developments

Crop Protection Operations Strategy Restructuring Program

On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external partners (the "Crop Protection Operations Strategy Restructuring Program"). The plan includes the exit of the company’s production activities at its site in Pittsburg, California, as well as ceasing operations in select manufacturing lines at other locations.

The company expects to record aggregate pre-tax restructuring and asset related charges of $410 million to $460 million, comprised of $70 million to $90 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges and $20 million to $30 million of costs related to contract terminations. Reductions in workforce are subject to local regulatory requirements. Through the second quarter of 2024, the company recorded net pre-tax restructuring and asset related charges of $343 million, comprised of $41 million of severance and related benefit costs, $299 million of asset-related and impairment charges and $3 million of costs related to contract terminations.

Future cash payments related to these charges are anticipated to be $90 million to $120 million, which primarily relate to the payment of severance and related benefits and contract terminations. Through the second quarter of 2024, the company paid $3 million associated with these charges. The restructuring actions associated with these charges are expected to be substantially complete in 2024.

The Crop Protection Operations Strategy Restructuring Program is expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving an estimated $100 million of savings on a run rate basis by 2025. Future actions by the company or changes in circumstances from current assumptions, including any site disposition gains or losses, may cause actual results and future cash payments to differ. See Note 5 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements for additional information.

2022 Restructuring Actions

In connection with the company’s shift to a global business unit model during 2022, the company assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential. As a result of this assessment, the company committed to restructuring actions during the second quarter of 2022, which included the company’s Russia Exit (collectively the “2022 Restructuring Actions”). Through the second quarter of 2024, the company recorded net pre-tax restructuring and other charges of $369 million inception-to-date under the 2022 Restructuring Actions, consisting of $131 million of severance and related benefit costs, $114 million of asset related charges, $67 million of costs related to contract terminations (including early lease terminations) and $57 million of other charges. The company does not anticipate any additional material charges from the 2022 Restructuring Actions as actions associated with this charge are substantially complete.

Cash payments related to these charges are anticipated to be up to $210 million, of which approximately $170 million has been paid through June 30, 2024, and primarily relate to the payment of severance and related benefits, contract terminations and other charges.

The total net pre-tax restructuring and other charges recognized through the second quarter of 2024 included $53 million associated with the Russia Exit. The Russia Exit net pre-tax restructuring charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges and $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 2022 Restructuring Actions are expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving an estimated $210 million to $220 million of savings on a run rate basis by 2025. See Note 5 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements for additional information.

Share Buyback Plan

On September 13, 2022, Corteva, Inc. announced that its Board of Directors authorized a $2 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2022 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 2022 Share Buyback Plan, the company repurchased and retired 4,486,000 shares in the open market for a total cost (excluding excise taxes) of $250 million during the three months ended June 30, 2024, and 9,116,000 shares and

1,417,000 shares in the open market for a total cost (excluding excise taxes) of $500 million and $80 million during the six months ended June 30, 2024 and 2023, respectively.

Overview

The following is a summary of results from continuing operations for the three months ended June 30, 2024:

  • The company reported net sales of $6,112 million, up 1 percent versus the same quarter last year, reflecting a 2 percent increase in price, partially offset by a 1 percent unfavorable impact from portfolio and other.

  • Cost of goods sold totaled $2,918 million in the second quarter of 2024, down from $3,137 million in the second quarter of 2023, primarily driven by ongoing cost and productivity actions and reduction of royalty expense, partially offset by higher commodity and input costs. These elevated input costs are expected to subside for Crop Protection in the second half of 2024.

  • Restructuring and asset related charges - net were $92 million in the second quarter of 2024, an increase from $60 million in the second quarter of 2023. The charges for the three months ended June 30, 2024 primarily relate to severance and asset related charges associated with the Crop Protection Operations Strategy Restructuring Program and 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 $1,056 million, as compared to $880 million in the same quarter last year.

  • Operating EBITDA was $1,917 million for the three months ended June 30, 2024, up from $1,746 million for the three months ended June 30, 2023, primarily driven by Seed price execution, higher Crop Protection volumes, the reduction of net royalty expense and ongoing cost and productivity actions, partially offset by unfavorable impacts from higher input costs, continued investment in research and development, competitive Crop Protection pricing, and the unfavorable impact of currency. Refer to page 50 for further discussion of the company's Non-GAAP financial measures.

The following is a summary of results from continuing operations for the six months ended June 30, 2024:

  • The company reported net sales of $10,604 million, down 3 percent versus the same period last year, reflecting a 4 percent decrease in volume and a 1 percent unfavorable impact from currency, partially offset by a 2 percent increase in price.

  • Cost of goods sold totaled $5,468 million in the six months ended June 30, 2024, down from $5,908 million in the six months ended June 30, 2023, primarily driven by volume declines, reduction of royalty expense and ongoing cost and productivity actions, partially offset by higher commodity and input costs and unfavorable impacts of currency. These elevated input costs are expected to subside for Crop Protection in the second half of 2024.

  • Restructuring and asset related charges - net were $167 million for the six months ended June 30, 2024, an increase from $93 million during the six months ended June 30, 2023. The charges for the six months ended June 30, 2024 primarily relate to severance and asset related charges associated with the Crop Protection Operations Strategy Restructuring Program and 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 $1,432 million, as compared to $1,487 million in the same quarter last year.

  • Operating EBITDA was $2,951 million for the six months ended June 30, 2024, down from $2,977 million for the six months ended June 30, 2024, primarily driven by Seed price execution, the reduction of net royalty expense and ongoing cost and productivity actions, partially offset by unfavorable impacts from higher input costs, continued investment in research and development, lower Crop Protection volumes along with competitive pricing, and the unfavorable impact of currency. Refer to page 50 for further discussion of the company's Non-GAAP financial measures.

In addition to the financial highlights above, the following events occurred during the six months ended June 30, 2024:

  • The company returned approximately $730 million to shareholders during the six months ended June 30, 2024 under its previously announced share repurchase programs and through common stock dividends.

  • On July 26, 2024, the company's Board of Directors approved a 6.25 percent increase in the common stock dividend from $0.16 per share to $0.17 per share.

Results of Operations

Net Sales

Net sales were $6,112 million and $6,045 million for the three months ended June 30, 2024 and 2023, respectively. The increase was primarily driven by a 2 percent increase in price, partially offset by a 1 percent unfavorable impact of portfolio and other. Pricing gains were driven by continued execution on the company’s price for value strategy and improved product mix in Seed, partially offset by a competitive price environment in Crop Protection. The portfolio and other impact was driven by strategic product and geographic exits. Volume was flat overall, with increases in Crop Protection from demand for new products and spinosyns being offset by Seed declines driven by seasonal timing.

Three Months Ended June 30,
20242023
Net Sales ($ Millions)%Net Sales ($ Millions)%
Worldwide$6,112100%$6,045100%
North America14,40072%4,31971%
EMEA267311%71412%
Latin America65011%60810%
Asia Pacific3896%4047%
Q2 2024 vs. Q2 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
(In millions)$%Product MixVolumeCurrencyOther
North America1$812%3%(1)%—%—%
EMEA2(41)(6)%2%(1)%(3)%(4)%
Latin America427%(7)%14%—%—%
Asia Pacific(15)(4)%1%(2)%(3)%—%
Total$671%2%—%—%(1)%

1.Represents U.S. & Canada.

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

Net sales were $10,604 million and $10,929 million for the six months ended June 30, 2024 and 2023, respectively. The decrease was primarily driven by a 4 percent decrease in volume and a 1 percent unfavorable impact from currency, partially offset by a 2 percent increase in price. Volume declines were driven by unfavorable weather conditions, destocking impacts and reduced planted area in EMEA, as well as just-in-time Crop Protection purchasing behavior in North America. Price gains were driven by continued execution on the company’s price for value strategy in Seed, partially offset by the broad-based competitive price environment in Crop Protection. The currency headwind was primarily driven by the Turkish Lira. Portfolio and other impact was neutral, driven by strategic product and geographic exits in EMEA partially offset by the favorable impact of the Biologicals acquisitions.

Six Months Ended June 30,
20242023
Net Sales ($ Millions)%Net Sales ($ Millions)%
Worldwide$10,604100%$10,929100%
North America16,48761%6,52160%
EMEA22,26121%2,52723%
Latin America1,16511%1,16011%
Asia Pacific6917%7216%
First Half 2024 vs. First Half 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
(In millions)$%Product MixVolumeCurrencyOther
North America1$(34)(1)%2%(3)%—%—%
EMEA2(266)(11)%6%(10)%(4)%(3)%
Latin America5—%(5)%2%2%1%
Asia Pacific(30)(4)%1%(2)%(3)%—%
Total$(325)(3)%2%(4)%(1)%—%

Cost of Goods Sold ("COGS")

COGS was $2,918 million (48 percent of net sales) and $3,137 million (52 percent of net sales) for the three months ended June 30, 2024 and 2023, respectively, and $5,468 million (52 percent of net sales) and $5,908 million (54 percent of net sales) for the six months ended June 30, 2024 and 2023, respectively. The decrease was primarily driven by ongoing cost and productivity actions and reduction of royalty expense, partially offset by higher commodity and input costs. In addition, the six months ended June 30, 2024 were also favorably impacted by volume declines and unfavorable impacts of currency.

Research and Development Expense ("R&D")

R&D expense was $357 million (6 percent of net sales) and $329 million (5 percent of net sales) for the three months ended June 30, 2024 and 2023, respectively, and $689 million (6 percent of net sales) and $645 million (6 percent of net sales) for the six months ended June 30, 2024 and 2023, respectively. The increase in R&D expense is in support of the company’s long-term investment plans and was primarily driven by an increase in salaries due to higher headcount, as well as additional spending on field, lab and facilities, and third-party research costs.

Selling, General and Administrative Expenses

SG&A expenses were $1,054 million (17 percent of net sales) and $1,045 million (17 percent of net sales) for the three months ended June 30, 2024 and 2023, respectively. The increase was primarily driven by an increase in bad debt expense, partially offset by a favorable currency impact and a decrease in consulting and professional fees.

SG&A expenses were $1,790 million (17 percent of net sales) and $1,771 million (16 percent of net sales) for the six months ended June 30, 2024 and 2023, respectively. The increase was primarily driven by an increase in commissions, bad debt expense, and the effects of the Biologicals acquisitions, partially offset by a decrease in selling expense, consulting and professional fees, and favorable impact from certain benefits costs.

Amortization of Intangibles

Intangible asset amortization was $174 million and $174 million for the three months ended June 30, 2024 and 2023, respectively, and $351 million and $334 million for the six months ended June 30, 2024 and 2023, respectively. 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.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were $92 million and $60 million for the three months ended June 30, 2024 and 2023, respectively, and $167 million and $93 million for the six months ended June 30, 2024 and 2023, respectively. The charges in the second quarter and first half of 2024 were primarily related to charges associated with the Crop Protection Operations Strategy Restructuring Program consisting of severance and related benefit costs and asset related charges. The charges in the second quarter and first half of 2023 were primarily related to costs associated with the 2022 Restructuring Actions. The charges in the second quarter and first half of 2024 and 2023 also include non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits and previous restructuring programs.

See Note 5 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for additional information.

Other Income (Expense) - Net

Other income (expense) - net was $(113) million and $(134) million for the three months ended June 30, 2024 and 2023, respectively. Lower other expense was primarily driven by a favorable tax indemnification adjustment and a decrease in net exchange losses, partially offset by a decrease in interest income.

Other income (expense) - net was $(212) million and $(205) million for the six months ended June 30, 2024 and 2023, respectively. Higher other expense was primarily driven by higher non-operating pension and other post employment benefit costs in the current period, a decrease in interest income, and an unfavorable tax indemnification adjustment, partially offset by an increase in net gain on sales of assets and the recognition of an indemnification payment negotiated with prior Stoller owners.

See Note 6 - Supplementary Information, to the interim Consolidated Financial Statements, for additional information.

Interest Expense

Interest expense was $66 million and $82 million for the three months ended June 30, 2024 and 2023, respectively, and $107 million and $113 million for the six months ended June 30, 2024 and 2023, respectively. The change was primarily driven by lower short-term borrowings offset by the interest relating to the Senior Notes issued in May 2023 and foreign currency loans.

Provision for (Benefit from) Income Taxes on Continuing Operations

The company’s provision for income taxes on continuing operations was $282 million for the three months ended June 30, 2024 on pre-tax income from continuing operations of $1,338 million, resulting in an effective tax rate of 21.1 percent. The effective tax rate was unfavorably impacted by geographic mix of earnings, as well as withholding taxes on repatriation of cash held outside of the U.S. primarily from current year earnings. Those unfavorable impacts were partially offset by net tax benefits associated with changes in accruals for certain prior year tax positions.

The company's provision for income taxes on continuing operations was $204 million for the three months ended June 30, 2023 on pre-tax income from continuing operations of $1,084 million, resulting in an effective tax rate of 18.8 percent. The effective tax rate was favorably impacted by $56 million of net tax benefits associated with changes in deferred taxes, accruals for certain prior year tax positions in various jurisdictions, stock-based compensation, as well as the impact of changes to deferred taxes associated with a tax currency change for a legal entity. Those favorable impacts were partially offset by the unfavorable tax impacts 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.

The company’s provision for income taxes on continuing operations was $388 million for the six months ended June 30, 2024 on pre-tax income from continuing operations of $1,820 million, resulting in an effective tax rate of 21.3 percent. The effective tax rate was unfavorably impacted by geographic mix of earnings, as well as withholding taxes on repatriation of cash held outside of the U.S. primarily from current year earnings. Those unfavorable impacts were partially offset by net tax benefits associated with changes in accruals for certain prior year tax positions.

The company's provision for income taxes on continuing operations was $373 million for the six months ended June 30, 2023 on pre-tax income from continuing operations of $1,860 million, resulting in an effective tax rate of 20.1 percent. The effective tax rate was favorably impacted by $68 million of net tax benefits associated with changes in deferred taxes, accruals for certain prior year tax positions in various jurisdictions, stock-based compensation, as well as the impact of changes to deferred taxes associated with a tax currency change for a legal entity. Those favorable impacts were partially offset by the unfavorable tax impacts 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.

Income (Loss) from Discontinued Operations After Tax

Income (loss) from discontinued operations after tax was $— million and $47 million for the three and six months ended June 30, 2024, respectively. The result for the three months ended June 30, 2024 was primarily driven by the de-recognition of an indemnification liability associated with the Water District Settlement Fund contribution, offset by the unfavorable settlement of a tax matter and increased environmental remediation costs for previously divested businesses. The after-tax benefits recognized during the six months ended June 30, 2024 primarily relate to a favorable adjustment of certain prior year tax positions for previously divested businesses, partially offset by charges recognized related to the MOU with Chemours and DuPont, relating to PFAS environmental remediation activities at Chemours' Fayetteville Works facility.

Income (loss) from discontinued operations after tax was $(163) million and $(171) million for the three and six months ended June 30, 2023, respectively. The after-tax charges recognized during the three and six months ended June 30, 2023 primarily

related to the settlement of certain legacy PFAS related legal matters that are subject to the MOU, including the Nationwide Water District Settlement.

Refer to Note 13 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.

EIDP Analysis of Operations

As discussed in Note 1 - Basis of Presentation, to the EIDP interim Consolidated Financial Statements, EIDP 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 EIDP only and is presented to provide an Analysis of Operations, only for the differences between EIDP and Corteva, Inc.

Interest Expense

EIDP’s interest expense was $66 million and $89 million for the three months ended June 30, 2024 and 2023, respectively, and $107 million and $133 million for the six months ended June 30, 2024 and 2023, respectively. The change was primarily driven by the items noted above, under the header "Interest Expense," partially offset by the absence of interest on the related party loan between EIDP and Corteva, Inc. during the first and second quarters of 2024 as it was fully repaid in the fourth quarter of 2023.

See Note 2 - Related Party Transactions, to the EIDP interim Consolidated Financial Statements, for further information.

Provision for (Benefit from) Income Taxes on Continuing Operations

EIDP’s provision for income taxes on continuing operations was $285 million for the three months ended June 30, 2024 on pre-tax income from continuing operations of $1,351 million, resulting in an effective tax rate of 21.1 percent. EIDP’s provision for income taxes on continuing operations was $202 million for the three months ended June 30, 2023 on pre-tax income from continuing operations of $1,077 million, resulting in an effective tax rate of 18.8 percent.

EIDP’s provision for income taxes on continuing operations was $393 million for the six months ended June 30, 2024 on pre-tax income from continuing operations of $1,840 million, resulting in an effective tax rate of 21.4 percent. EIDP’s provision for income taxes on continuing operations was $368 million for the six months ended June 30, 2023 on pre-tax income from continuing operations of $1,840 million, resulting in an effective tax rate of 20.0 percent.

EIDP’s effective tax rates for the three and six months ended June 2024 and 2023 were driven by the items noted on page 46, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations”.

See Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements for further information.

Corporate Outlook

On-farm demand for inputs remains steady and farmers continue to prioritize top-tier seed technology. Against this backdrop, our Seed business is outperforming the market, likely gaining market share while maintaining strong pricing and increasing operational efficiency. While the global Crop Protection industry volume has begun to stabilize, pricing pressures have become more pronounced due to the competitive environment and tighter farmer margins, leading to an update to full-year 2024 net sales and earnings expectations.

The company expects net sales in the range of $17.2 billion to $17.5 billion and Operating EBITDA in the range of $3.4 billion to $3.6 billion. Operating Earnings Per Share is expected to be in the range of $2.60 to $2.80 per share. Cash provided by operating activities - continuing operations is expected to be in the range of $2.1 billion to $2.6 billion. Free cash flow is expected to be in the range of $1.5 billion to $2.0 billion. Refer to further discussion of Non-GAAP metrics on page 50.

The above outlook does not contemplate any extreme weather events, operational disruptions, significant changes in customers' demand or ability to pay, or further acceleration of currency and inflation impacts resulting from macro-economic driven trends. Corteva is not able to reconcile its forward-looking non-GAAP financial measures, except Free Cash Flow, 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 52 for Significant Items recorded in the three and six months ended June 30, 2024 and 2023). However, during 2023, the company committed to restructuring activities to optimize the Crop Protection network of manufacturing and external partners, which are expected to be substantially complete in 2024. The company expects to record approximately $180 million to $230 million net pre-tax restructuring charges during 2024 for these activities. Additionally, the company expects to record approximately $60 million for non-cash accelerated prepaid royalty amortization expense as restructuring and asset related charges. See Note 5 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for additional information.

Reconciliation of Forward-Looking Cash Provided by (Used for) Operating Activities – Continuing Operations to Free Cash Flow****1

Twelve Months Ended December 31, 2024****1
(In millions)Low EndHigh End
Cash provided by (used for) operating activities - continuing operations$2,130$2,630
Less: Capital expenditures(630)(630)
Free Cash Flow (Non-GAAP)$1,500$2,000

1.This represents the reconciliation of the company’s range provided for its forward-looking non-GAAP financial measure relating to Free Cash Flow. Refer to further discussion of Non-GAAP metrics on page 50.

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 enhance food and nutritional characteristics, herbicides used to control weeds, and digital solutions that assist farmer decision-making to 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 and digital 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, pasture and range management herbicides and biologicals.

Summarized below are comments on individual segment net sales and segment operating EBITDA for the three and six months ended June 30, 2024 compared with the same period in 2023. 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 credits (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy EIDP 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 18 - 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 and six months ended June 30, 2024 and 2023 is included in Note 18 - Segment Information, to the interim Consolidated Financial Statements.

SeedThree Months Ended June 30,Six Months Ended June 30,
$ In millions2024202320242023
Net sales$4,331$4,264$7,082$6,959
Segment operating EBITDA$1,698$1,458$2,446$2,110
SeedQ2 2024 vs. Q2 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America$572%5%(3)%—%—%
EMEA209%8%19%(6)%(12)%
Latin America(1)—%(2)%1%1%—%
Asia Pacific(9)(7)%10%(15)%(2)%—%
Total$672%5%(2)%—%(1)%
SeedQ2 2024 vs. Q2 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
Corn$10—%5%(3)%(1)%(1)%
Soybeans625%4%1%—%—%
Other oilseeds(8)(4)%2%—%(1)%(5)%
Other32%12%(9)%(1)%—%
Total$672%5%(2)%—%(1)%
SeedFirst Half 2024 vs. First Half 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America$2054%4%—%—%—%
EMEA(74)(6)%10%(5)%(5)%(6)%
Latin America112%2%(3)%3%—%
Asia Pacific(19)(8)%9%(14)%(3)%—%
Total$1232%5%(1)%(1)%(1)%
SeedFirst Half 2024 vs. First Half 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
Corn$1183%6%(2)%(1)%—%
Soybeans856%4%2%—%—%
Other oilseeds(64)(13)%7%(8)%(5)%(7)%
Other(16)(6)%5%(11)%—%—%
Total$1232%5%(1)%(1)%(1)%

Seed

Seed net sales were $4,331 million in the second quarter of 2024, up 2 percent from $4,264 million in the second quarter of 2023. The sales increase was driven by a 5 percent increase in price, partially offset by a 2 percent decrease in volume and 1 percent unfavorable portfolio and other impact.

Pricing gains were broad-based, led by North America, on product mix and the continued execution of the company's price for value strategy. Lower volumes were driven by earlier seasonal deliveries in North America versus prior year, partially offset by

the delayed season in EMEA into the second quarter. The unfavorable portfolio and other impact was driven primarily by strategic product and geographic exits.

Segment operating EBITDA was $1,698 million in the second quarter of 2024, up 16 percent from $1,458 million in the second quarter of 2023. Price execution, reduction of net royalty expense and ongoing cost and productivity actions more than offset investment in R&D, higher commodity costs, and lower volumes. Segment operating EBITDA margin improved by approximately 500 basis points versus the prior-year period.

Seed net sales were $7,082 million in the first half of 2024, up 2 percent from $6,959 million in the first half of 2023. The sales increase was driven by a 5 percent increase in price, partially offset by a 1 percent decrease each in volume, currency and portfolio and other.

Pricing gains were driven by strong demand for top technology and operational execution globally, with global corn and soybean prices up 6 percent and 4 percent, respectively. Pricing actions more than offset currency impacts in EMEA. The decline in volume was driven by unfavorable weather and lower planted area in EMEA. Unfavorable currency impacts were led by the Turkish Lira, and the portfolio and other decrease was driven primarily by strategic product and geographic exits.

Segment operating EBITDA was $2,446 million in the first half of 2024, up 16 percent from $2,110 million in the first half of 2023. Price execution, reduction of net royalty expense and ongoing cost and productivity actions more than offset higher commodity costs, investment in R&D, the unfavorable impact of currency, and lower volumes. Segment operating EBITDA margin improved by approximately 420 basis points versus the prior-year period.

Crop ProtectionThree Months Ended June 30,Six Months Ended June 30,
$ In millions2024202320242023
Net sales$1,781$1,781$3,522$3,970
Segment Operating EBITDA$255$320$565$923
Crop ProtectionQ2 2024 vs. Q2 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America$244%(5)%9%—%—%
EMEA(61)(13)%(1)%(11)%(1)%—%
Latin America4311%(10)%21%—%—%
Asia Pacific(6)(2)%(4)%5%(3)%—%
Total$——%(5)%6%(1)%—%
Crop ProtectionQ2 2024 vs. Q2 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
Herbicides$(40)(4)%(5)%2%(1)%—%
Insecticides8425%(4)%30%(1)%—%
Fungicides(2)(1)%(9)%9%(1)%—%
Other(42)(20)%—%(18)%(2)%—%
Total$——%(5)%6%(1)%—%
Crop ProtectionFirst Half 2024 vs. First Half 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America$(239)(16)%(5)%(11)%—%—%
EMEA(192)(15)%2%(15)%(3)%1%
Latin America(6)(1)%(11)%6%1%3%
Asia Pacific(11)(2)%(3)%4%(3)%—%
Total$(448)(11)%(4)%(7)%(1)%1%
Crop ProtectionFirst Half 2024 vs. First Half 2023Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
Herbicides$(396)(18)%(4)%(13)%(1)%—%
Insecticides486%(1)%11%(4)%—%
Fungicides(66)(11)%(4)%(5)%(2)%—%
Other(34)(9)%(2)%(13)%(2)%8%
Total$(448)(11)%(4)%(7)%(1)%1%

Crop Protection

Crop Protection net sales were $1,781 million in the second quarter of 2024 and 2023. The flat sales were driven by a 6 percent increase in volume, partially offset by a 5 percent decrease in price and a 1 percent decrease in currency.

The increase in volume was driven primarily by Latin America and North America on demand for new products and spinosyns, partially offset residual destocking and unfavorable weather conditions in EMEA. The price decline was broad-based, reflecting the competitive pricing environment for the Crop Protection industry globally. Unfavorable currency impacts were primarily related to the Chinese Renminbi and Japanese Yen.

Segment Operating EBITDA was $255 million in the second quarter of 2024, down 20 percent from $320 million in the second quarter of 2023. Competitive pricing and raw material cost inflation more than offset volume growth and productivity savings. Segment operating EBITDA margin declined by 365 basis points versus the prior-year period.

Crop Protection net sales were $3,522 million in the first half of 2024, down 11 percent from $3,970 million in the first half of 2023. The sales decrease was driven by a 7 percent decrease in volume, a 4 percent decline in price and a 1 percent decrease in currency, partially offset by a 1 percent favorable portfolio and other impact.

The decrease in volume was primarily due to residual destocking and unfavorable weather impacts in EMEA, as well as just-in-time purchasing behavior in North America. Pricing gains in EMEA, largely to offset currency impact, were more than offset by declines in North America and Latin America, reflecting competitive price pressure. Unfavorable currency impacts were led by the Turkish Lira. The portfolio and other impact was driven by the Biologicals acquisitions.

Segment Operating EBITDA was $565 million in the first half of 2024, down 39 percent from $923 million in the first half of 2023. Pricing pressure, lower volumes, raw material cost inflation and the unfavorable impact of currency more than offset productivity savings. Segment operating EBITDA margin declined by approximately 720 basis points versus the prior-year period.

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 credits (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.

The company also uses Free Cash Flow as a non-GAAP measure to evaluate and discuss its liquidity position and ability to generate cash. Free Cash Flow is defined as cash provided by (used for) operating activities – continuing operations, less capital expenditures. Management believes that Free Cash Flow provides investors with meaningful information regarding the company’s ongoing ability to generate cash through core operations, and the company’s ability to service its indebtedness, pay dividends (when declared), make share repurchases, and meet its ongoing cash needs for its operations. During the fourth quarter of 2023, the company made the decision, which was retrospectively applied, to adjust the presentation of the Consolidated Statement of Cash Flows to separately show the cash provided by (used for) operating activities – discontinued operations, which was previously presented within cash provided by (used for) operating activities. See Note 1 – Background and Basis of Presentation, to the interim Consolidated Financial Statements, for additional information. As a result, the definition for Free Cash Flow was revised to utilize cash provided by (used for) operating activities – continuing operations. The change in definition did not have a material impact to prior years’ Free Cash Flow. Management made this decision to better present the liquidity generated from the company’s ongoing business operations.

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

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2024202320242023
Income (loss) from continuing operations after income taxes (GAAP)$1,056$880$1,432$1,487
Provision for (benefit from) income taxes on continuing operations282204388373
Income (loss) from continuing operations before income taxes (GAAP)$1,338$1,084$1,820$1,860
Depreciation and amortization312306619593
Interest income(25)(54)(60)(94)
Interest expense6682107113
Exchange (gains) losses78104137140
Non-operating (benefits) costs30448287
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges(19)63(18)78
Significant items (benefit) charge137117264200
Operating EBITDA (Non-GAAP)$1,917$1,746$2,951$2,977

Significant Items

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2024202320242023
Restructuring and asset related charges - net$(92)$(60)$(167)$(93)
Estimated settlement expense1(47)(41)(101)(90)
Inventory write-offs22(3)2(7)
Gain (loss) on sale of assets and equity investments23—73
Seed sale associated with Russia exit2,3—(1)—18
Acquisition-related costs4(3)(15)(5)(34)
Employee Retention Credit—3—3
Total pretax significant items benefit (charge)$(137)$(117)$(264)$(200)
Total tax (provision) benefit impact of significant items534276642
Tax only significant item benefit (charge)6—29—29
Total significant items benefit (charge), after tax$(103)$(61)$(198)$(129)

1.Consists of estimated Lorsban® related charges.

2.Incremental gains (losses) associated with activities related to the 2022 Restructuring Actions. The three and six months ended June 30, 2024 includes a $2 million benefit associated with sales of inventory previously reserved for in association with the 2022 Restructuring Actions.

3.Includes a benefit (charge) of $(1) million and $18 million for the three and six months ended June 30, 2023, respectively, relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase. It consists of $30 million and $71 million of net sales and $31 million and $53 million of cost of goods sold for the three and six months ended June 30, 2023.

4.Relates to acquisition-related costs relating to third-party integration costs associated with the completed acquisitions of Stoller and Symborg. The first quarter 2023 also includes transaction costs and the recognition of the inventory fair value step-up. See Note 3 - Business Combinations, to the interim Consolidated Financials Statements, for additional information.

5.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.

6.The tax only significant item benefit for the three and six months ended June 30, 2023 reflects the impact of changes to deferred taxes associated with a

tax currency change for a legal entity and an adjustment due to a change in estimate related to a worthless stock deduction in the U.S.

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 June 30,Six Months Ended June 30,
(In millions)2024202320242023
Income (loss) from continuing operations attributable to Corteva common stockholders (GAAP)$1,053$877$1,425$1,480
Less: Non-operating benefits (costs), after tax(21)(35)(61)(68)
Less: Amortization of intangibles (existing as of Separation), after tax(118)(118)(235)(236)
Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax15(48)14(59)
Less: Significant items benefit (charge), after tax(103)(61)(198)(129)
Operating Earnings (Loss) (Non-GAAP)$1,280$1,139$1,905$1,972
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Earnings (loss) per share of common stock from continuing operations attributable to Corteva common stockholders - diluted (GAAP)$1.51$1.23$2.03$2.07
Less: Non-operating benefits (costs), after tax(0.03)(0.04)(0.09)(0.10)
Less: Amortization of intangibles (existing as of Separation), after tax(0.16)(0.17)(0.34)(0.33)
Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax0.02(0.07)0.02(0.08)
Less: Significant items benefit (charge), after tax(0.15)(0.09)(0.28)(0.18)
Operating Earnings (Loss) Per Share (Non-GAAP)$1.83$1.60$2.72$2.76
Diluted Shares Outstanding (in millions)698.1713.7700.4714.8

Liquidity and Capital Resources

Information related to the company's liquidity and capital resources can be found in the company’s 2023 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 six months ended June 30, 2024.

(In millions)June 30, 2024December 31, 2023June 30, 2023
Cash, cash equivalents and marketable securities$1,959$2,742$2,616
Total debt$4,724$2,489$5,313

The increase in debt balances from December 31, 2023 was primarily due to higher short-term debt, which was used to fund the company's working capital needs, capital spending, dividend payments and share repurchases. See further information in Note 12 - 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 $6.2 billion, $6.0 billion, $6.5 billion at June 30, 2024, December 31, 2023 and June 30, 2023, in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans. 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, acquisitions and Corteva's costs and expenses. These facilities are provided to the company by highly rated and well capitalized global financial institutions.

In June 2024, the Revolving Credit Facilities were refinanced for purposes of extending the maturity dates for the five-year and three-year revolving credit facilities to June 2029 and June 2027, respectively, and lowering the facility amount of the five-year revolving credit facility to $2.85 billion and the three-year revolving credit facility to $1.9 billion. Borrowings under the Revolving Credit Facilities will have an interest rate equal to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used, from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Revolving Credit Facilities contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At June 30, 2024, the company was in compliance with these covenants.

In February 2024, the company amended and restated its July 2023 (as amended in July 2023 and January 2024) 364-day revolving credit agreement (the “364-Day Revolving Credit Facility”) increasing the facility amount to $1 billion and extending the expiration date to February 2025. In February 2023, the company drew down $1 billion under the 364-Day Revolving Credit Facility, which was used for general corporate purposes, including funding seasonal working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions. See Note 3 - Business Combinations, to the interim Consolidated Financial Statements, for additional information on the Stoller and Symborg acquisitions. In May 2023, the company repaid the $1 billion loan using the proceeds from the May 2023 Debt Offering.

In May 2023, the company issued $600 million of 4.50 percent Senior Notes due in 2026 and $600 million of 4.80 percent Senior Notes due in 2033 (the “May 2023 Debt Offering”).

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.

In September 2023 and in accordance with the Nationwide Water District Settlement, the settling companies established a settlement fund (the “Water District Settlement Fund”) and contributed $1.185 billion, with Chemours contributing 50 percent, and DuPont and Corteva collectively contributing the remaining 50 percent pursuant to the terms of the Letter Agreement. The settling companies utilized the balance in the MOU Escrow Account, along with amounts previously expected to be contributed to the MOU Escrow Account in 2023, among other sources, to make their respective contributions to the Water District Settlement Fund. During the second quarter of 2024, the previously-restricted cash in the Water District Settlement Fund was released. Refer to Note 13 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.

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, the Revolving Credit Facilities, the 364-Day Revolving Credit Facility, and factoring.

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 9 - 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 13 - 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 June 30, 2024, December 31, 2023 and June 30, 2023 are $2.0 billion, $2.7 billion and $2.6 billion, respectively, of which $1.6 billion, $2.2 billion and $1.9 billion at June 30, 2024,

December 31, 2023 and June 30, 2023, respectively, was held by subsidiaries in foreign countries, including United States territories. Cash, cash equivalents and marketable securities are concentrated subject to local restrictions with highly rated and well capitalized global financial institutions. The underlying credit worthiness and exposures to these counterparties are monitored on a regular basis in line with the company’s overall risk management procedures. 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 June 30, 2024, 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 - continuing operations was $(1,999) million for the six months ended June 30, 2024 compared to $(2,480) million for the six months ended June 30, 2023. The change was primarily driven by favorable changes in working capital. Within accounts payable, lower payments to third-party growers resulted from lower commodity costs and production plans, supplemented by a change in inventory purchasing patterns. The favorable changes in inventories were driven by production reductions to match demand, and favorable changes in other assets and liabilities were primarily due to lower variable compensation payments compared to the prior year. These movements were partially offset by unfavorable changes in receivables driven by lower collections on lower prior year sales, as well as in deferred revenue due to lower prepayments received combined with higher usage of prepayments.

Cash provided by (used for) operating activities - discontinued operations was $(159) million for the six months ended June 30, 2024 compared to $(19) million for the six months ended June 30, 2023. The cash outflows were primarily related to PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours’ Fayetteville Works facility. In addition, the disbursement of the cash held in the Water District Settlement Fund is reflected in the six months ended June 30, 2024.

Cash provided by (used for) investing activities was $(305) million for the six months ended June 30, 2024 compared to $(1,544) million for the six months ended June 30, 2023. The change was primarily due the acquisitions of Stoller and Symborg in 2023, partially offset by higher purchases of investments in 2024 and the proceeds from the settlement of the net investment hedge in the first quarter of 2023.

Cash provided by (used for) financing activities was $1,518 million for the six months ended June 30, 2024 compared to $3,379 million for the six months ended June 30, 2023. The change was primarily due to higher borrowings in 2023 to fund working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions, partially offset by higher payments on debt.

In January 2024, the company's Board of Directors authorized a common stock dividend of $0.16 per share, payable on March 15, 2024, to the shareholders of record on March 1, 2024. In April 2024, the company's Board of Directors authorized a common stock dividend of $0.16 per share, payable on June 18, 2024, to the shareholders of record on June 4, 2024. In July 2024, the company's Board of Directors authorized a common stock dividend of $0.17 per share, which reflects an approved increase of 6.25 percent, payable on September 17, 2024, to the shareholders of record on September 3, 2024.

On September 13, 2022, Corteva, Inc. announced that its Board of Directors authorized a $2 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2022 Share Buyback Plan"). The timing, price and volume of purchases in connection with the 2022 Share Buyback Plan will be based on market conditions, relevant securities laws and other factors. In connection with the 2022 Share Buyback Plan, the company repurchased and retired 4,486,000 shares in the open market for a total cost (excluding excise taxes) of $250 million during the three months ended June 30, 2024, and 9,116,000 shares and 1,417,000 shares in the open market for a cost (excluding excise taxes) of $500 million and $80 million during the six months ended June 30, 2024 and 2023 respectively.

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 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.

For the full year 2024, the company expects repurchases of approximately $1 billion under the 2022 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 14 - Stockholders' Equity, to the interim Consolidated Financial Statements, for additional information related to the share buyback plans.

EIDP Liquidity Discussion

As discussed in Note 1 - Basis of Presentation, to the EIDP interim Consolidated Financial Statements, EIDP 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 EIDP only and is presented to provide a Liquidity discussion for the differences between EIDP and Corteva, Inc. See Note 2 - Related Party Transactions, to the EIDP interim Consolidated Financial Statements, for further information on the related party loan between EIDP and Corteva, Inc.

Cash provided by (used for) operating activities - continuing operations

EIDP’s cash provided by (used for) operating activities - continuing operations was $(2,731) million and $(2,497) million for the six months ended June 30, 2024 and 2023, respectively. The change was primarily driven by higher receivables from Corteva in connection with the Master In-House Banking Agreement and the items noted on page 55, under the header "Summary of Cash Flows."

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

EIDP’s cash provided by (used for) operating activities - discontinued operations was $(159) million and $(19) million for the six months ended June 30, 2024 and 2023, respectively. The change was primarily driven by the items noted on page 55, under the header "Summary of Cash Flows."

Cash provided by (used for) investing activities

EIDP’s cash provided by (used for) investing activities was $(305) million and $(1,544) million for the six months ended June 30, 2024 and 2023. The change was primarily driven by the items noted on page 55, under the header "Summary of Cash Flows."

Cash provided by (used for) financing activities

EIDP’s cash provided by (used for) financing activities was $2,250 million and $3,396 million for the six months ended June 30, 2024 and 2023. The change was primarily due to higher borrowings in 2023 to fund working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions, partially offset by higher payments on debt, including the payments on the related party loan between EIDP and Corteva, Inc. in the first quarter of 2023.

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company’s 2023 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements and Note 13 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.

Contractual Obligations

Information related to the company's contractual obligations at December 31, 2023 can be found on page 56 of the company's 2023 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 2023 Annual Report.

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