UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-38710

Corteva, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware					82-4979096
(State or other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification No.)
9330 Zionsville Road,	Indianapolis,	Indiana	46268	(833)	267-8382
974 Centre Road,	Wilmington,	Delaware	19805
(Address of Principal Executive Offices) (Zip Code)				(Registrant’s Telephone Number, including area code)

Commission File Number 1-815

EIDP, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware					51-0014090
(State or other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification No.)
9330 Zionsville Road,	Indianapolis,	Indiana	46268	(833)	267-8382
974 Centre Road,	Wilmington,	Delaware	19805
(Address of Principal Executive Offices) (Zip Code)				(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act for Corteva, Inc.:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CTVA	New York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act for EIDP, Inc.:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
$3.50 Series Preferred Stock	CTAPrA	New York Stock Exchange
$4.50 Series Preferred Stock	CTAPrB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

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

                             

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Corteva, Inc.	Large Accelerated Filer	x	Accelerated Filer o	Non-Accelerated Filer	o	Smaller reporting company o	Emerging growth company o
EIDP, Inc.	Large Accelerated Filer	o	Accelerated Filer o	Non-Accelerated Filer	x	Smaller reporting company o	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Corteva, Inc.	o
EIDP, Inc.	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

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

Corteva, Inc. had 709,764,000 shares of common stock, par value $0.01 per share, outstanding at July 28, 2023.

EIDP, Inc. had 200 shares of common stock, par value $0.30 per share, outstanding at July 28, 2023, all of which are held by Corteva, Inc.    

EIDP, Inc. meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q (as modified by a grant of no-action relief dated February 12, 2018) and is therefore filing this form with reduced disclosure format.

CORTEVA, Inc.

EIDP, Inc.

Table of Contents

		Page
Explanatory Note
Part I	Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Equity	7
	Notes to the Interim Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
	Cautionary Statements About Forward-Looking Statements	42
	Recent Developments	43
	Overview	44
	Results of Operations	45
	Recent Accounting Pronouncements	49
	Segment Reviews	49
	Non-GAAP Financial Measures	53
	Liquidity & Capital Resources	55
	Contractual Obligations	57
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4.	Controls and Procedures	58
Part II	Other Information
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 5.	Other Information	61
Item 6.	Exhibits	62
Exhibit Index		62
Signature		63
Consolidated Financial Statements of EIDP, Inc. (Unaudited)		64

1

Explanatory Note

Corteva owns 100% of the outstanding common stock of EIDP (defined below). EIDP is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Securities Exchange Act of 1934, as amended.

Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to:

    • "Corteva" or "the company" refers to Corteva, Inc. and its consolidated subsidiaries (including EIDP);

• "EIDP" refers to EIDP, Inc. and its consolidated subsidiaries or EIDP excluding its consolidated subsidiaries, as the context may indicate;

    • "DowDuPont" refers to DowDuPont Inc. and its subsidiaries prior to the Separation of Corteva (defined below);

• "Historical Dow" refers to The Dow Chemical Company and its consolidated subsidiaries prior to the Internal Reorganization (defined below);

    • "Historical DuPont" refers to EIDP prior to the Internal Reorganization (defined below);

• "Internal Reorganizations" refers to the series of internal reorganization and realignment steps undertaken by Historical DuPont and Historical Dow to realign its business into three groups: agriculture, materials science and specialty products. Refer to the company’s Annual Report on Form 10-K for the year ended December 31, 2022 for further information.

• "Dow Distribution" refers to the separation of DowDuPont's materials science business into a separate and independent public company, on April 1, 2019 by way of a distribution of Dow Inc. through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow Inc.’s common stock;

• "Merger” refers to the all-stock merger of equals strategic combination between Historical Dow and Historical DuPont on August 31, 2017;

    • "Dow" refers to Dow Inc. after the Dow Distribution;

    • "DuPont" refers to DuPont de Nemours, Inc. after the Separation of Corteva (on June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc.);

• "Separation" or "Separation of Corteva" refers to June 1, 2019, when Corteva, Inc. became an independent, publicly
    traded company;

• "Corteva Distribution" refers to the pro rata distribution of all of the then-issued and outstanding shares of Corteva, Inc.'s common stock on June 1, 2019, which was then a wholly-owned subsidiary of DowDuPont, to holders of DowDuPont's common stock as of the close of business on May 24, 2019;

• "Distributions" refers to the Dow Distribution and the Corteva Distribution; and

• “Letter Agreement” refers to the Letter Agreement executed by DuPont and Corteva on June 1, 2019, which sets forth certain additional terms and conditions related to the Separation, including certain limitations on each party’s ability to transfer certain businesses and assets to third parties without assigning certain of such party’s indemnification obligations under the Corteva Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions.

This Quarterly Report on Form 10-Q is a combined report being filed separately by Corteva, Inc. and EIDP. The information in this Quarterly Report on Form 10-Q is equally applicable to Corteva, Inc. and EIDP, except where otherwise indicated.

The separate EIDP financial statements and footnotes for areas that differ from Corteva, are included within this Quarterly Report on Form 10-Q and begin on page 65. Footnotes of EIDP that are identical to that of Corteva are cross-referenced accordingly.

2

PART I.  FINANCIAL INFORMATION 

Item 1.CONSOLIDATED FINANCIAL STATEMENTS

Corteva, Inc.

Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net sales	$	6,045	$	6,252	$	10,929	$	10,853
Cost of goods sold	3,137		3,323		5,908		6,047
Research and development expense	329		296		645		564
Selling, general and administrative expenses	1,045		1,017		1,771		1,752
Amortization of intangibles	174		179		334		358
Restructuring and asset related charges - net	60		143		93		148
Other income (expense) - net	(134)		49		(205)		66
Interest expense	82		16		113		25
Income (loss) from continuing operations before income taxes	1,084		1,327		1,860		2,025
Provision for (benefit from) income taxes on continuing operations	204		325		373		446
Income (loss) from continuing operations after income taxes	880		1,002		1,487		1,579
Income (loss) from discontinued operations after income taxes	(163)		(30)		(171)		(40)
Net income (loss)	717		972		1,316		1,539
Net income (loss) attributable to noncontrolling interests	3		3		7		6
Net income (loss) attributable to Corteva	$	714	$	969	$	1,309	$	1,533
Basic earnings (loss) per share of common stock:
Basic earnings (loss) per share of common stock from continuing operations	$	1.23	$	1.38	$	2.08	$	2.17
Basic earnings (loss) per share of common stock from discontinued operations	(0.23)		(0.04)		(0.24)		(0.06)
Basic earnings (loss) per share of common stock	$	1.00	$	1.34	$	1.84	$	2.11
Diluted earnings (loss) per share of common stock:
Diluted earnings (loss) per share of common stock from continuing operations	$	1.23	$	1.37	$	2.07	$	2.16
Diluted earnings (loss) per share of common stock from discontinued operations	(0.23)		(0.04)		(0.24)		(0.05)
Diluted earnings (loss) per share of common stock	$	1.00	$	1.33	$	1.83	$	2.11

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

3

Corteva, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In millions)	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	717	$	972	$	1,316	$	1,539
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments	148		(426)		282		(335)
Adjustments to pension benefit plans	1		7		3		15
Adjustments to other benefit plans	(2)		—		(4)		3
Derivative instruments	(85)		17		(152)		(8)
Total other comprehensive income (loss)	62		(402)		129		(325)
Comprehensive income (loss)	779		570		1,445		1,214
Comprehensive income (loss) attributable to noncontrolling interests - net of tax	3		3		7		6
Comprehensive income (loss) attributable to Corteva	$	776	$	567	$	1,438	$	1,208

    

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

4

Corteva, Inc.

Consolidated Balance Sheets (Unaudited)

(In millions, except share amounts)	June 30, 2023		December 31, 2022		June 30, 2022
Assets
Current assets
Cash and cash equivalents	$	2,563	$	3,191	$	2,401
Marketable securities	53		124		254
Accounts and notes receivable - net	7,955		5,701		6,947
Inventories	5,628		6,811		4,184
Other current assets	1,008		968		978
Total current assets	17,207		16,795		14,764
Investment in nonconsolidated affiliates	83		102		93
Property, plant and equipment	8,797		8,551		8,532
Less: Accumulated depreciation	4,491		4,297		4,232
Net property, plant and equipment	4,306		4,254		4,300
Goodwill	10,539		9,962		9,987
Other intangible assets	9,985		9,339		9,673
Deferred income taxes	524		479		449
Other assets	1,545		1,687		1,640
Total Assets	$	44,189	$	42,618	$	40,906
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations	$	3,023	$	24	$	712
Accounts payable	3,379		4,895		3,567
Income taxes payable	396		183		383
Deferred revenue	656		3,388		740
Accrued and other current liabilities	2,892		2,254		2,454
Total current liabilities	10,346		10,744		7,856
Long-term debt	2,290		1,283		1,283
Other noncurrent liabilities
Deferred income tax liabilities	1,134		1,119		1,165
Pension and other post employment benefits - noncurrent	2,236		2,255		2,838
Other noncurrent obligations	1,722		1,676		1,693
Total noncurrent liabilities	7,382		6,333		6,979
Commitments and contingent liabilities
Stockholders’ equity
Common stock, $0.01 par value; 1,666,667,000 shares authorized; issued at June 30, 2023 - 709,516,000; December 31, 2022 - 713,419,000; and June 30, 2022 - 719,320,000	7		7		7
Additional paid-in capital	27,877		27,851		27,795
Retained earnings	1,013		250		1,252
Accumulated other comprehensive income (loss)	(2,677)		(2,806)		(3,223)
Total Corteva stockholders’ equity	26,220		25,302		25,831
Noncontrolling interests	241		239		240
Total equity	26,461		25,541		26,071
Total Liabilities and Equity	$	44,189	$	42,618	$	40,906

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

5

Corteva, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In millions)	Six Months Ended June 30,
	2023		2022
Operating activities
Net income (loss)	$	1,316	$	1,539
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization	593		609
Provision for (benefit from) deferred income tax	(171)		(79)
Net periodic pension and OPEB (credits) costs	71		(138)
Pension and OPEB contributions	(91)		(113)
Net (gain) loss on sales of property, businesses, consolidated companies and investments	(1)		(1)
Restructuring and asset related charges - net	93		148
Other net loss	192		99
Changes in assets and liabilities, net
Accounts and notes receivable	(1,899)		(2,331)
Inventories	1,320		905
Accounts payable	(1,558)		(488)
Deferred revenue	(2,758)		(2,450)
Other assets and liabilities	394		679
Cash provided by (used for) operating activities	(2,499)		(1,621)
Investing activities
Capital expenditures	(250)		(318)
Proceeds from sales of property, businesses and consolidated companies - net of cash divested	34		12
Acquisitions of businesses - net of cash acquired	(1,463)		—
Investments in and loans to nonconsolidated affiliates	(4)		(6)
Purchases of investments	(7)		(236)
Proceeds from sales and maturities of investments	106		93
Proceeds from settlement of net investment hedge	42		—
Other investing activities, net	(2)		20
Cash provided by (used for) investing activities	(1,544)		(435)
Financing activities
Net change in borrowings (less than 90 days)	885		325
Proceeds from debt	3,427		772
Payments on debt	(372)		(204)
Repurchase of common stock	(332)		(600)
Proceeds from exercise of stock options	26		62
Dividends paid to stockholders	(213)		(203)
Other financing activities, net	(42)		(46)
Cash provided by (used for) financing activities	3,379		106
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents	9		(116)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents	(655)		(2,066)
Cash, cash equivalents and restricted cash equivalents at beginning of period	3,618		4,836
Cash, cash equivalents and restricted cash equivalents at end of period1	$	2,963	$	2,770

1. See page 16 for reconciliation of cash and cash equivalents and restricted cash equivalents presented in interim Consolidated Balance Sheets to total cash, cash equivalents and restricted cash equivalents presented in the interim Consolidated Statements of Cash Flows.

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

6

Corteva, Inc.

Consolidated Statements of Equity (Unaudited)

(In millions, except per share amounts)	Common Stock		Additional Paid-in Capital "APIC"		Retained Earnings		Accumulated Other Comp Income (Loss)		Non-controlling Interests		Total Equity
2022
Balance at January 1, 2022	$	7	$	27,751	$	524	$	(2,898)	$	239	$	25,623
Net income (loss)					564				3		567
Other comprehensive income (loss)							77				77
Share-based compensation			(31)								(31)
Common dividends ($0.14 per share)					(102)						(102)
Issuance of Corteva stock			40								40
Repurchase of common stock					(235)						(235)
Other - net					(1)				(2)		(3)
Balance at March 31, 2022	$	7	$	27,760	$	750	$	(2,821)	$	240	$	25,936
Net income (loss)					969				3		972
Other comprehensive income (loss)							(402)				(402)
Share-based compensation			13		(1)						12
Common dividends ($0.14 per share)					(101)						(101)
Issuance of Corteva stock			22								22
Repurchase of common stock					(365)						(365)
Other - net									(3)		(3)
Balance at June 30, 2022	$	7	$	27,795	$	1,252	$	(3,223)	$	240	$	26,071

(In millions, except per share amounts)	Common Stock		Additional Paid-in Capital "APIC"		Retained Earnings		Accumulated Other Comp Income (Loss)		Non- controlling Interest		Total Equity
2023
Balance at January 1, 2023	$	7	$	27,851	$	250	$	(2,806)	$	239	$	25,541
Net income (loss)					595				4		599
Other comprehensive income (loss)							67				67
Share-based compensation			(14)								(14)
Common dividends ($0.15 per share)					(107)						(107)
Issuance of Corteva stock			7								7
Repurchase of common stock					(252)						(252)
Other - net					1				(3)		(2)
Balance at March 31, 2023	$	7	$	27,844	$	487	$	(2,739)	$	240	$	25,839
Net income (loss)					714				3		717
Other comprehensive income (loss)							62				62
Share-based compensation			14		(1)						13
Common dividends ($0.15 per share)					(107)						(107)
Issuance of Corteva stock			19								19
Repurchase of common stock					(81)						(81)
Other - net					1				(2)		(1)
Balance at June 30, 2023	$	7	$	27,877	$	1,013	$	(2,677)	$	241	$	26,461

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

7

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Corteva, Inc.

Notes to the Interim Consolidated Financial Statements (Unaudited)

Table of Contents

Note		Page
1	Summary of Significant Accounting Policies	9
2	Recent Accounting Guidance	9
3	Business Combinations	9
4	Revenue	11
5	Restructuring and Asset Related Charges - Net	14
6	Supplementary Information	15
7	Income Taxes	17
8	Earnings Per Share of Common Stock	18
9	Accounts and Notes Receivable - Net	19
10	Inventories	20
11	Goodwill and Other Intangible Assets	20
12	Short-Term Borrowings, Long-Term Debt and Available Credit Facilities	21
13	Commitments and Contingent Liabilities	23
14	Stockholders' Equity	31
15	Pension Plans and Other Post Employment Benefits	33
16	Financial Instruments	34
17	Fair Value Measurements	39
18	Segment Information	39

8

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Results for interim periods should not be considered indicative of results for a full year. These interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2022, collectively referred to as the “2022 Annual Report.” The interim Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained.

Since 2018, Argentina has been considered a hyper-inflationary economy under U.S. GAAP and therefore the U.S. Dollar (“USD”) is the functional currency for our related subsidiaries. Argentina contributes approximately 5 percent to both the company's annual net sales and segment operating EBITDA. We remeasure net monetary assets and translate our financial statements utilizing the official Argentine Peso (“Peso”) to USD exchange rate. The ability to draw down Peso cash balances is limited at this time due to government restrictions and market availability of U.S. Dollars. The devaluation of the Peso relative to the USD over the last several years has resulted in the recognition of exchange losses (refer to Note 6 – Supplementary Information, to the interim Consolidated Financial Statements and the company's 2022 Annual Report). As of June 30, 2023, a further 10 percent deterioration in the official Peso to USD exchange rate would reduce the USD value of our net monetary assets and negatively impact pre-tax earnings by approximately $20 million. We will continue to assess the implications to our operations and financial reporting.

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU includes amendments that require a buyer in supplier finance programs to disclose key terms of the programs and related obligations, including a rollforward of such obligations. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward requirements, which are effective for fiscal years beginning after December 15, 2023, and early adoption is permitted. Retrospective application to all periods in which a balance sheet is presented is required, except for the rollforward requirement, which will be applied prospectively. The company adopted this guidance on January 1, 2023 which resulted in certain disclosures being added relating to supplier financing programs and related obligations. See Note 13 – Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.

NOTE 3 - BUSINESS COMBINATIONS

On March 1, 2023 ("Acquisition Date"), Corteva completed its previously announced acquisitions of all the outstanding equity interests in Stoller Group, Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies. The purchase price for Stoller and Symborg was $1,224 million, subject to a working capital adjustment, and $370 million, respectively. These acquisitions supplement the crop protection business with additional biological tools that complement evolving farming practices.

The operating results of Stoller and Symborg, since the Acquisition Date, did not have a material impact to the company's interim Consolidated Financial Statements for the three and six months ended June 30, 2023. Additionally, supplemental pro forma information have not been presented since the reported amounts in the company's interim Consolidated Financial Statements for the current period and comparative prior period would not be materially different had these acquisitions occurred as of January 1, 2022.

Purchase Price Allocation

The company performed a preliminary purchase price allocation and assessment of the fair value of the assets acquired and liabilities assumed as of the Acquisition Date. The company continues to evaluate aspects of net working capital, acquired intangible assets, and property, plant and equipment. The company will finalize the purchase price allocation as it obtains the information necessary to complete the valuation during the measurement period. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the Acquisition Date.

9

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the preliminary purchase price allocation to the assets acquired and liabilities assumed for the Stoller and Symborg acquisitions, as of the Acquisition Date:

(In millions)	Stoller1		Symborg1
Assets
Cash and cash equivalents	$	95	$	—
Accounts and notes receivable	240		16
Inventories	81		10
Other current assets	11		1
Property, plant and equipment	54		3
Goodwill	384		129
Other intangible assets	656		311
Deferred income taxes	17		—
Other assets	9		1
Total assets acquired	$	1,547	$	471
Liabilities
Short-term borrowings	59		—
Accounts payable	25		12
Income taxes payable	1		—
Accrued and other current liabilities	60		12
Long-term debt	2		—
Deferred income tax liabilities	154		77
Other noncurrent obligations	22		—
Total liabilities assumed	$	323	$	101
Net assets acquired	$	1,224	$	370

1.Includes preliminary measurement period adjustments, which were not material.

The significant fair value adjustments included in the preliminary purchase price allocation are discussed below.

Inventories

Acquired inventories in connection with the acquisition of Stoller and Symborg are primarily comprised of finished goods and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. The fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value. The fair value step-up was recognized within cost of goods sold, in the interim Consolidated Statements of Operations, as the inventory was sold.

Property, Plant & Equipment

Property, plant and equipment associated with Stoller is comprised of $27 million of machinery and equipment, $20 million of buildings, $5 million of land and land improvements, and $2 million of construction in progress. The preliminary estimated fair value was primarily determined using a market approach for land and certain types of equipment, and a replacement cost approach for the remaining depreciable property, plant and equipment. The market approach for certain types of equipment represents a sale comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets. The replacement cost approach used for all other depreciable property, plant and equipment measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjust for age and condition of the asset.

Goodwill

The excess of the consideration for Stoller and Symborg over the preliminary fair value of assets acquired and liabilities assumed resulted in the recognition of goodwill, which has been assigned to the crop protection reporting unit. Goodwill associated with these acquisitions is attributable to the assembled workforce and expanding the company’s addressable market position. None of the goodwill recognized will be deductible for income tax purposes.

10

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Other Intangible Assets

In connection with the acquisitions of Stoller and Symborg, the company recorded certain intangible assets, as shown in the table below, representing the preliminary fair values at the Acquisition Date.

Intangible Assets	Stoller			Symborg
(In millions)	Fair Value		Weighted-Average Amortization Period (Years)	Fair Value		Weighted-Average Amortization Period (Years)
Intangible assets with finite lives:
Customer-related	$	506	13	$	—	—
Developed technology	106		13	238		12
Trademarks/trade names	44		15	57		12
Total other intangible assets with finite lives	656		13	295		12
Intangible assets with indefinite lives:
IPR&D	—		—	16		—
Total other intangible assets with indefinite lives	—		—	16		—
Total other intangible assets	$	656		$	311

The preliminary customer-related and in-process research and development (“IPR&D”) intangible asset’s fair values were determined using the multi-period excess earnings method. The preliminary developed technology fair values were determined utilizing the relief from royalty method for Stoller and the multi-period excess earnings method for Symborg. The trademark/trade name fair values were determined utilizing the relief from royalty method.

NOTE 4 - REVENUE

Revenue Recognition

Products

Substantially all of Corteva's revenue is derived from product sales. Product sales consist of sales of Corteva's products to farmers, distributors, and manufacturers. Corteva considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year. However, the company has some long-term contracts which can span multiple years.

Revenue from product sales is recognized when the customer obtains control of the company's product, which occurs at a point in time according to shipping terms. Payment terms are generally less than one year from invoicing. The company elected the practical expedient and does not adjust the promised amount of consideration for the effects of a significant financing component when the company expects it will be one year or less between when a customer obtains control of the company's product and when payment is due. When the company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to or at shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. In addition, the company elected the practical expedient to expense any costs to obtain contracts as incurred, as the amortization period for these costs would have been one year or less.

The transaction price includes estimates of variable consideration, such as rights of return, rebates, and discounts, that are reductions in revenue. All estimates are based on the company's historical experience, anticipated performance, and the company's best judgment at the time the estimate is made. Estimates of variable consideration included in the transaction price primarily utilize the expected value method based on historical experience. These estimates are reassessed each reporting period and are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur upon resolution of uncertainty associated with the variable consideration. The majority of contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as quantity times price per unit. For contracts with multiple performance obligations, the company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.

11

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Licenses of Intellectual Property

Corteva enters into licensing arrangements with customers under which it licenses its intellectual property. Revenue from the majority of intellectual property licenses is derived from sales-based royalties. Revenue for licensing agreements that contain sales-based royalties is recognized at the later of (i) when the subsequent sale occurs or (ii) when the performance obligation to which some or all of the royalty has been allocated is satisfied.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. The company applies the practical expedient to disclose the transaction price allocated to the remaining performance obligations for only those contracts with an original duration of more than one year. The transaction price allocated to remaining performance obligations with an original duration of more than one year related to material rights granted to customers for contract renewal options were $131 million, $131 million and $126 million at June 30, 2023, December 31, 2022 and June 30, 2022, respectively. The company expects revenue to be recognized for the remaining performance obligations evenly over the period of one year to six years.

Contract Balances

Contract liabilities primarily reflect deferred revenue from prepayments under contracts with customers where the company receives advance payments for products to be delivered in future periods. Corteva classifies deferred revenue as current or noncurrent based on the timing of when the company expects to recognize revenue. Contract assets primarily include amounts related to conditional rights to consideration for completed performance not yet invoiced. Accounts receivable are recorded when the right to consideration becomes unconditional.

Contract Balances	June 30, 2023		December 31, 2022		June 30, 2022
(In millions)
Accounts and notes receivable - trade1	$	6,575	$	4,261	$	5,762
Contract assets - current2	$	27	$	26	$	24
Contract assets - noncurrent3	$	66	$	64	$	61
Deferred revenue - current	$	656	$	3,388	$	740
Deferred revenue - noncurrent4	$	107	$	107	$	108

1.Included in accounts and notes receivable - net in the interim Consolidated Balance Sheets.

2.Included in other current assets in the interim Consolidated Balance Sheets.

3.Included in other assets in the interim Consolidated Balance Sheets.

4.Included in other noncurrent obligations in the interim Consolidated Balance Sheets.

Revenue recognized during the six months ended June 30, 2023 and 2022 from amounts included in deferred revenue at the beginning of the period was $3,201 million and $2,992 million, respectively.

12

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Disaggregation of Revenue

Corteva's operations are classified into two reportable segments: Seed and Crop Protection. The company disaggregates its revenue by major product line and geographic region, as the company believes it best depicts the nature, amount and timing of its revenue and cash flows. Net sales by major product line are included below:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Corn	$	2,673	$	2,222	$	4,652	$	4,152
Soybean	1,255		1,308		1,524		1,480
Other oilseeds	194		246		495		523
Other	142		171		288		316
Seed	4,264		3,947		6,959		6,471
Herbicides	986		1,224		2,228		2,429
Insecticides	331		494		740		912
Fungicides	252		448		611		752
Other	212		139		391		289
Crop Protection	1,781		2,305		3,970		4,382
Total	$	6,045	$	6,252	$	10,929	$	10,853

Sales are attributed to geographic regions based on customer location. Net sales by geographic region and segment are included below:

Seed	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
North America1	$	3,696	$	3,235	$	5,019	$	4,419
EMEA2	231		359		1,243		1,285
Latin America	208		206		467		529
Asia Pacific	129		147		230		238
Total	$	4,264	$	3,947	$	6,959	$	6,471

Crop Protection	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
North America1	$	623	$	843	$	1,502	$	1,664
EMEA2	483		499		1,284		1,155
Latin America	400		627		693		954
Asia Pacific	275		336		491		609
Total	$	1,781	$	2,305	$	3,970	$	4,382

1.Represents U.S. & Canada.

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

13

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

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 separate announcement to withdraw from Russia (“Russia Exit”) (collectively the “2022 Restructuring Actions”). The company recorded pre-tax restructuring and other charges of $349 million inception-to-date under the 2022 Restructuring Actions, which is comprised of $115 million of severance and related benefit costs, $115 million of asset related charges, $60 million of costs related to contract terminations (including early lease terminations) and $59 million of other charges. The company does not anticipate any additional material charges from the 2022 Restructuring Actions.

Cash payments related to these charges are anticipated to be $180 million to $210 million, of which approximately $135 million has been paid through June 30, 2023, and primarily relate to the payment of severance and related benefits, contract terminations and other charges. The restructuring actions associated with these charges are expected to be substantially complete in 2023.

The total pre-tax restructuring and other charges recognized through the second quarter of 2023 included $49 million associated with the Russia Exit. The Russia Exit pre-tax restructuring charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges, and $26 million of costs related to contract terminations (including early lease terminations). Other pre-tax charges associated with the Russia Exit were recorded to cost of goods sold and other income (expense) – net in the interim Consolidated Statement of Operations, relating to inventory write-offs of $3 million and settlement costs of $8 million, respectively.

The charges related to the 2022 Restructuring Actions related to the segments, as well as corporate expenses, for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Seed	$	3	$	33	$	9	$	33
Crop Protection	4		1		5		1
Corporate expenses	—		22		4		22
Total1	$	7	$	56	$	18	$	56

1.This amount excludes other pre-tax charges recorded during the three and six months ended June 30, 2023 and 2022 impacting the Seed segment. These charges consisted of inventory write-offs and losses on the sale of the company's interest in equity investments and settlement costs associated with the Russia Exit included in cost of goods sold and other income (expense) - net, in the interim Consolidated Statement of Operations, respectively. See Note 18 – Segment Information, to the interim Consolidated Financial Statements, for additional information.

The following table is a summary of charges incurred related to 2022 Restructuring Actions for the three and six months ended June 30, 2023 and 2022:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Severance and related benefit costs	$	—	$	22	$	4