Corteva Inc.
11/12/2026 | Press release | Distributed by Public on 11/12/2026 16:13
Quarterly Report for Quarter Ending 9/30/2026 (Form 10-Q)
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," "outlook," "will," "is designed to," "is confident that," "expect," "expects," "should," "could," "may," "will continue to," "believe," "believes," "anticipates," "predicts," "forecasts," "estimates," "projects," "potential," "intends," 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; sustainability targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; the anticipated benefits and impacts of Corteva's separation of its Seed business; 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 the company'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 the company's business, results of operations and financial condition. Some of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of the company's products; (ii) failure to successfully develop and commercialize the company's pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of the company's technology and other agricultural products; (iv) failure to comply with competition and antitrust laws; (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 competition in the company's industry; (vii) risks related to recent funding and staff reductions at U.S. government agencies; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) effect of changes in agricultural and related policies of governments and international organizations; (x) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities; (xi) risk related to geopolitical and military conflict; (xii) effect of volatility in the company's input costs; (xiii) risks related to the company's global operations; (xiv) effect of industrial espionage and other disruptions to the company's supply chain, information technology or network systems; (xv) impact of the company's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvi) failure of the company's customers to pay their debts to the company, including customer financing programs; (xvii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the company; (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) risks related to pandemics or epidemics; (xxi) capital markets sentiment towards sustainability matters; (xxii) risk related to the company's intellectual property rights or defense against intellectual property claims asserted by others; (xxiii) the effect of counterfeit products; (xxiv) risks related to Corteva's separation from DowDuPont; and (xxv) risks related to Corteva's separation of its Seed business including, but not limited to, whether the objectives of the separation will be achieved; the terms, structure, benefits and costs of any action or transaction resulting from the separation; risks related to Corteva and Vylor providing services to one another; the risk of any unexpected costs or expenses resulting from the separation and the risk of any litigation as a result of, or relating to, the separation, including but not limited to fraudulent conveyance claims.
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 Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Recent Developments
Vylor Separation
On October 1, 2026, the company completed its previously announced separation into two independent, publicly traded companies through the separation of Corteva's seed operating segment into an independent, publicly traded company, Vylor Inc. The Vylor Separation was effected through a pro rata distribution of all of the outstanding shares of common stock, par value $0.01 per share, of Vylor to holders of common stock, par value $0.01 per share, of Corteva as of the close of business on September 24, 2026. The transaction was intended to be a tax-free spin-off for U.S. federal income tax purposes.
2026 Restructuring Actions
On March 15, 2026, management of the company approved a restructuring program designed to align the company's organizational structure and geographic footprint with the operational needs of each function as the company prepared for the intended separation of its businesses (the "2026 Restructuring Actions"). The restructuring actions primarily consist of workforce reductions across commercial and functional support areas and are intended to right-size the organization and support the future standalone operating models. The restructuring actions are expected to be substantially complete by December 2026.
The company expects to incur aggregate pre-tax restructuring and asset related charges of approximately $70 million to $80 million in connection with the 2026 Restructuring Actions, consisting solely of severance and related benefit costs. Reductions in workforce are subject to local regulatory requirements. For the nine months ended September 30, 2026, the company recorded pre-tax restructuring and asset related charges of $76 million, which consist entirely of severance and related benefit costs and are classified as corporate-related charges. At September 30, 2026, the restructuring liability was $45 million.
The 2026 Restructuring Actions are expected to contribute to the company's ongoing cost and productivity improvement efforts through achieving an estimated $115 million to $125 million of savings on a run rate basis by 2027. See Note 4 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for further details.
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"). On June 12, 2026, the company disclosed that its management recently committed to the next phase of the plan to include the intended cessation of the company's production activities at its site in Asturias, Spain. The intended cessation is subject to a consultation process with the applicable works council and union representatives at the facility. Management revisions were also made to previous estimates associated with the company's exit of its Pittsburg, California production activities. See Note 4 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for further details.
Overview
The following is a summary of results from continuing operations for the three months ended September 30, 2026:
•The company reported net sales of $2,458 million, down 6 percent versus the same quarter last year, reflecting a 6 percent decrease in volume and a 2 percent decrease in price, partially offset by a 2 percent favorable impact from currency.
•Cost of goods sold totaled $1,534 million in the third quarter of 2026, down from $1,644 million in the third quarter of 2025, which was primarily driven by lower volumes and ongoing cost and productivity actions.
•Restructuring and asset related charges - net were $17 million in the third quarter of 2026, a decrease from $30 million in the third quarter of 2025. The charges for the three months ended September 30, 2026 were primarily comprised of severance and related benefit costs, asset related charges, decommissioning and demolition costs and contract terminations under the Crop Protection Operations Strategy Restructuring Program.
•Income (loss) from continuing operations after income taxes was $(527) million, as compared to $(308) million in the same quarter last year.
•Operating EBITDA was $(68) million for the three months ended September 30, 2026, down from $49 million for the three months ended September 30, 2025, primarily driven by Crop Protection pricing pressure, lower volumes, higher information technology and legal support fees, and increased investment in research and development, partially offset by ongoing cost and productivity actions, net royalty improvements, and favorable currency impacts. Refer to the company's non-GAAP financial measures for further discussion.
The following is a summary of results from continuing operations for the nine months ended September 30, 2026:
•The company reported net sales of $13,742 million, up 2 percent versus the same period last year, reflecting a 2 percent favorable impact from currency.
•Cost of goods sold totaled $6,624 million in the nine months ended September 30, 2026, down from $6,918 million for the nine months ended September 30, 2025, which was driven by lower volumes, lower input costs, and ongoing cost and productivity actions partially offset by unfavorable impacts of currency.
•Restructuring and asset related charges - net were $158 million for the nine months ended September 30, 2026, an increase from $131 million for the nine months ended September 30, 2025. The charges for the nine months ended September 30, 2026 were primarily comprised of severance and related benefit costs under the 2026 Restructuring Actions, along with severance and related benefit costs, asset related charges, decommissioning and demolition costs and contract terminations under the Crop Protection Operations Strategy Restructuring Program.
•Income (loss) from continuing operations after income taxes was $1,415 million, as compared to $1,741 million in the same period last year.
•Operating EBITDA was $3,631 million for the nine months ended September 30, 2026, up from $3,402 million for the nine months ended September 30, 2025, primarily driven by favorable Seed pricing and mix, net royalty improvement, lower input costs, ongoing cost and productivity actions and favorable impacts of currency, partially offset by Crop Protection pricing pressure, higher information technology and legal support fees, and increased investment in research and development. Refer to the company's non-GAAP financial measures for further discussion.
In addition to the financial highlights above, the following event occurred during the nine months ended September 30, 2026:
•The company returned approximately $860 million to shareholders during the nine months ended September 30, 2026 under its previously announced share repurchase programs and through common stock dividends.
Results of Operations
Net Sales
Net sales were $2,458 million and $2,618 million for the three months ended September 30, 2026 and 2025, respectively. The decrease was primarily driven by a 6 percent decrease in volume and a 2 percent decrease in price, partially offset by a 2 percent favorable impact from currency. The decrease in volume was driven by declines in both Seed and Crop Protection. Seed experienced volume declines across all regions due to timing shifts in North America, dry weather in EMEA and Asia Pacific, and the shift to soybean out-licensing in Latin America. Crop Protection volumes reflected weak market conditions in Brazil, partially offset by new product growth across all regions. The decrease in price was driven by competitive Crop Protection pricing in Latin America and North America acetochlor, partially offset by Seed pricing increases across all regions which were driven by higher out-licensing income and demand for top technology. The favorable currency impacts were driven by the Brazilian Real and South African Rand, partially offset by the Indian Rupee.
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
|
Net Sales
($ Millions)
|
% |
Net Sales
($ Millions)
|
% | |||||||||||
| Worldwide | $ | 2,458 | 100 | % | $ | 2,618 | 100 | % | ||||||
|
North America 1
|
764 | 31 | % | 707 | 27 | % | ||||||||
|
EMEA 2
|
488 | 20 | % | 462 | 18 | % | ||||||||
| Latin America | 942 | 38 | % | 1,161 | 44 | % | ||||||||
| Asia Pacific | 264 | 11 | % | 288 | 11 | % | ||||||||
| Q3 2026 vs. Q3 2025 | Percent Change Due To: | |||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
|
North America 1
|
$ | 57 | 8 | % | (4) | % | 12 | % | - | % | - | % | ||||||||
|
EMEA 2
|
26 | 6 | % | 1 | % | 1 | % | 4 | % | - | % | |||||||||
| Latin America | (219) | (19) | % | (3) | % | (19) | % | 3 | % | - | % | |||||||||
| Asia Pacific | (24) | (8) | % | - | % | (5) | % | (3) | % | - | % | |||||||||
| Total | $ | (160) | (6) | % | (2) | % | (6) | % | 2 | % | - | % | ||||||||
1.Represents U.S. and Canada.
2.Europe, Middle East and Africa ("EMEA").
Net sales were $13,742 million and $13,491 million for the nine months ended September 30, 2026 and 2025, respectively. The increase was primarily driven by a 2 percent favorable impact from currency. Volumes were generally flat, with increases in Crop Protection new products and in soybean acreage in North America, partially offset by lower Crop Protection volumes in Latin America, dry weather impacting Seed volumes in EMEA and Asia Pacific, and the shift to soybean out-licensing in Latin America. Price was generally flat, with Seed pricing increases across all regions, led by corn, and higher out-licensing income were offset by Crop Protection pricing pressure, particularly in Latin America. The favorable currency impacts were driven by the Euro and Brazilian Real, partially offset by the Indian Rupee and Turkish Lira.
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
|
Net Sales
($ Millions)
|
% |
Net Sales
($ Millions)
|
% | |||||||||||
| Worldwide | $ | 13,742 | 100 | % | $ | 13,491 | 100 | % | ||||||
|
North America 1
|
7,751 | 56 | % | 7,546 | 56 | % | ||||||||
|
EMEA 2
|
2,873 | 21 | % | 2,686 | 20 | % | ||||||||
| Latin America | 2,127 | 16 | % | 2,275 | 17 | % | ||||||||
| Asia Pacific | 991 | 7 | % | 984 | 7 | % | ||||||||
| Nine Months 2026 vs. Nine Months 2025 | Percent Change Due To: | |||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
|
North America 1
|
$ | 205 | 3 | % | 1 | % | 1 | % | 1 | % | - | % | ||||||||
|
EMEA 2
|
187 | 7 | % | 1 | % | - | % | 6 | % | - | % | |||||||||
| Latin America | (148) | (7) | % | (4) | % | (9) | % | 6 | % | - | % | |||||||||
| Asia Pacific | 7 | 1 | % | - | % | 3 | % | (2) | % | - | % | |||||||||
| Total | $ | 251 | 2 | % | - | % | - | % | 2 | % | - | % | ||||||||
1.Represents U.S. and Canada.
2.Europe, Middle East and Africa ("EMEA").
Cost of Goods Sold ("COGS")
COGS was $1,534 million (62 percent of net sales) and $1,644 million (63 percent of net sales) for the three months ended September 30, 2026 and 2025, respectively, and $6,624 million (48 percent of net sales) and $6,918 million (51 percent of net sales) for the nine months ended September 30, 2026 and 2025, respectively. The change in the three months ended September 30, 2026 was primarily driven by lower volumes, lower input costs, and ongoing cost and productivity actions. The change in the nine months ended September 30, 2026 was driven by lower volumes, lower input costs, ongoing cost and productivity actions, and net royalty improvement partially offset by unfavorable currency impacts.
Research and Development Expense ("R&D")
R&D expense was $397 million (16 percent of net sales) and $351 million (13 percent of net sales) for the three months ended September 30, 2026 and 2025, respectively, and $1,126 million (8 percent of net sales) and $1,061 million (8 percent of net sales) for the nine months ended September 30, 2026 and 2025, respectively. The increase in R&D expense is in support of the company's long-term investment plans and was primarily driven by increases in salaries, contract labor, outside contract
research, field, lab and facilities costs, and unfavorable currency impacts, partially offset by cost recoveries received from third parties.
Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $732 million (30 percent of net sales) and $725 million (28 percent of net sales) for the three months ended September 30, 2026 and 2025, respectively. The change was primarily driven by increases in personnel and information technology costs and legal support fees, partially offset by lower bad debt expense, promotion and advertising fees, consulting and professional fees and commissions.
SG&A expenses were $2,773 million (20 percent of net sales) and $2,632 million (20 percent of net sales) for the nine months ended September 30, 2026 and 2025, respectively. The change was primarily driven by unfavorable currency impacts and increases in personnel and information technology costs, legal support fees, and consulting and professional fees, partially offset by lower promotion and advertising fees and commissions.
Amortization of Intangibles
Intangible asset amortization was $159 million and $162 million for the three months ended September 30, 2026 and 2025, respectively, and $513 million and $485 million for the nine months ended September 30, 2026 and 2025, respectively. The change for the nine months ended September 30, 2026 was driven primarily by the acceleration of amortization expense related to certain trade names that were retired during the second quarter of 2026. See Note 10 - Other Intangible Assets, to the interim Consolidated Financial Statements, for additional information.
Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $17 million and $30 million for the three months ended September 30, 2026 and 2025, respectively, and $158 million and $131 million for the nine months ended September 30, 2026 and 2025, respectively. The charges in the three and nine months of 2026 primarily consisted of severance and related benefit costs, asset related charges, decommissioning and demolition costs and contract terminations under the Crop Protection Operations Strategy Restructuring Program. The charges in the nine months ended September 30, 2026 also included severance and related benefit costs under the 2026 Restructuring Actions.
See Note 4 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for additional information.
Other Income (Expense) - Net
Other income (expense) - net was $(34) million and $(23) million for the three months ended September 30, 2026 and 2025, respectively. Higher other expense was driven by higher net exchange losses and higher miscellaneous expenses, partially offset by higher non-operating pension and OPEB credits.
Other income (expense) - net was $(266) million and $95 million for the nine months ended September 30, 2026 and 2025, respectively. Higher other expense was driven by higher net exchange losses, litigation settlements and higher miscellaneous expenses, partially offset by higher non-operating pension and OPEB credits. The nine months ended September 30, 2025 also includes the receipt of insurance proceeds related to prior significant items.
See Note 5 - Supplementary Information, to the interim Consolidated Financial Statements, for additional information.
Interest Expense
Interest expense was $75 million and $46 million for the three months ended September 30, 2026 and 2025, respectively, and $158 million and $134 million for the nine months ended September 30, 2026 and 2025, respectively. The increases were driven by higher commercial paper outstanding, higher refinancing rate of the May 2026 senior notes, and cost of new credit facilities.
Provision for (Benefit from) Income Taxes on Continuing Operations
The company's benefit from income taxes on continuing operations was $(62) million for the three months ended September 30, 2026 on pre-tax loss from continuing operations of $(589) million, resulting in an effective tax rate of 10.5 percent. The effective tax rate was unfavorably impacted by a $45 million charge associated with various transactions executed to facilitate the planned separation of the company's businesses, and $7 million of net tax charges associated with changes in deferred taxes and accruals for certain prior year tax positions.
The company's benefit from income taxes on continuing operations was $(62) million for the three months ended September 30, 2025 on pre-tax loss from continuing operations of $(370) million, resulting in an effective tax rate of 16.8
percent. The effective tax rate was unfavorably impacted by tax impacts of certain net exchange losses recognized on the remeasurement 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 $479 million for the nine months ended September 30, 2026 on pre-tax income from continuing operations of $1,894 million, resulting in an effective tax rate of 25.3 percent. The effective tax rate was unfavorably impacted by a $45 million charge associated with various transactions executed to facilitate the planned separation of the company's businesses, a $50 million charge associated with the Discretionary Pension Contribution, valuation allowances on certain foreign tax credits, and withholding taxes on repatriation of cash held outside of the U.S. primarily from current year earnings. Those unfavorable impacts were partially offset by $49 million of net tax benefits associated with changes in deferred taxes and accruals for certain prior year tax positions, as well as $31 million of net tax benefits related to intellectual property realignment.
The company's provision for income taxes on continuing operations was $477 million for the nine months ended September 30, 2025 on pre-tax income from continuing operations of $2,218 million, resulting in an effective tax rate of 21.5 percent. The effective tax rate was favorably impacted by a $55 million deferred tax benefit associated with a change in a legal entity's U.S. tax characterization, as well as net tax benefits associated with changes in accruals for certain prior year tax positions. Those favorable impacts were partially offset by tax impacts of certain net exchange losses recognized on the remeasurement of the net monetary asset positions which were not tax-deductible in their local jurisdictions, as well as withholding taxes on repatriation of cash held outside of the U.S. primarily from current year earnings.
Income (Loss) from Discontinued Operations After Tax
Income (loss) from discontinued operations after tax was $(41) million and $(95) million for the three and nine months ended September 30, 2026, respectively. The result for the three and nine months ended September 30, 2026 was driven by the company's purchase of Chemours' future interest, if any, in certain insurance proceeds, as discussed in the section entitled "Other PFOA Matters" within Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements. In addition, the three and nine months ended September 30, 2026 included charges recognized relating to the MOU with Chemours and DuPont, comprised of litigation charges as well as PFAS environmental remediation activities, along with other environmental matters.
Income (loss) from discontinued operations after tax was $(10) million and $(87) million for the three and nine months ended September 30, 2025, respectively. The after-tax charge for the three months ended September 30, 2025 was driven by charges recognized relating to the MOU with Chemours and DuPont relating to PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility, along with other environmental matters. The after-tax charge for the nine months ended September 30, 2025 was driven by charges recognized relating to the MOU with Chemours and DuPont, comprised of a litigation charge associated with the NJ Statewide Settlement as well as PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility, along with other environmental matters.
Refer to Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.
EIDP Analysis of Operations
As discussed in EIDP 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. There were no differences in the components of net income on the respective Corteva and EIDP interim Consolidated Statements of Operations.
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 operating segments: Seed and Crop Protection.
Seed
The company's Seed segment is a global leader in developing and supplying commercial seed combining superior germplasm with advanced traits to produce high yield potential for farmers around the world. The segment offers seed and trait technologies that improve resistance to weather, diseases, pests and herbicides used to manage weeds. Its digital solutions provide data driven insights that assist farmer decision-making with a view to optimize product selection and, ultimately, help maximize yield and profitability. The segment competes in a wide variety of agricultural markets.
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, pasture and range management herbicides and biologicals.
Summarized below are comments on individual segment net sales and segment operating EBITDA for the three and nine months ended September 30, 2026, compared with the same periods in 2025. 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 and separation costs. 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. See Note 17 - Segment Information, to the interim Consolidated Financial Statements, for details related to significant pre-tax benefits (charges) excluded from segment operating EBITDA. All references to prices are based on local price unless otherwise specified.
A reconciliation of segment operating EBITDA to income (loss) from continuing operations after income taxes for the three and nine months ended September 30, 2026 and 2025 is included in Note 17 - Segment Information, to the interim Consolidated Financial Statements.
| Seed |
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Net sales | $ | 905 | $ | 917 | $ | 8,460 | $ | 8,161 | ||||||
|
Segment operating EBITDA
|
$ | (246) | $ | (193) | $ | 2,754 | $ | 2,512 | ||||||
| Seed | Q3 2026 vs. Q3 2025 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | 17 | 10 | % | 19 | % | (9) | % | - | % | - | % | ||||||||
| EMEA | 6 | 2 | % | 5 | % | (10) | % | 7 | % | - | % | |||||||||
| Latin America | (4) | (1) | % | 2 | % | (7) | % | 4 | % | - | % | |||||||||
| Asia Pacific | (31) | (35) | % | 5 | % | (34) | % | (6) | % | - | % | |||||||||
| Total | $ | (12) | (1) | % | 7 | % | (11) | % | 3 | % | - | % | ||||||||
| Seed | Q3 2026 vs. Q3 2025 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Corn | $ | 21 | 4 | % | 5 | % | (7) | % | 6 | % | - | % | ||||||||
| Soybean | (53) | (35) | % | 12 | % | (48) | % | 1 | % | - | % | |||||||||
| Other oilseeds | 8 | 6 | % | 5 | % | 4 | % | (3) | % | - | % | |||||||||
| Other | 12 | 32 | % | 11 | % | 18 | % | 3 | % | - | % | |||||||||
| Total | $ | (12) | (1) | % | 7 | % | (11) | % | 3 | % | - | % | ||||||||
| Seed | Nine Months 2026 vs. Nine Months 2025 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | 191 | 3 | % | 2 | % | 1 | % | - | % | - | % | ||||||||
| EMEA | 98 | 7 | % | 4 | % | (2) | % | 5 | % | - | % | |||||||||
| Latin America | 41 | 6 | % | 4 | % | (6) | % | 8 | % | - | % | |||||||||
| Asia Pacific | (31) | (9) | % | 7 | % | (10) | % | (6) | % | - | % | |||||||||
| Total | $ | 299 | 4 | % | 3 | % | (1) | % | 2 | % | - | % | ||||||||
| Seed | Nine Months 2026 vs. Nine Months 2025 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Corn | $ | 232 | 4 | % | 4 | % | (2) | % | 2 | % | - | % | ||||||||
| Soybean | 9 | 1 | % | - | % | - | % | 1 | % | - | % | |||||||||
| Other oilseeds | 72 | 13 | % | 7 | % | 5 | % | 1 | % | - | % | |||||||||
| Other | (14) | (5) | % | (1) | % | (3) | % | (1) | % | - | % | |||||||||
| Total | $ | 299 | 4 | % | 3 | % | (1) | % | 2 | % | - | % | ||||||||
Seed
Seed net sales were $905 million in the third quarter of 2026, down 1 percent from $917 million in the third quarter of 2025. The sales decrease over the prior period was driven by an 11 percent decrease in volume, partially offset by a 7 percent increase in price and a 3 percent favorable impact from currency. The decrease in volume was driven by timing shifts in North America, dry weather in EMEA and Asia Pacific, and the shift to soybean out-licensing in Latin America. The increase in pricing and mix was broad-based across all regions, including increased out-licensing income particularly in North America. The favorable currency impacts were driven by the Brazilian Real and South African Rand, partially offset by the Indian Rupee.
Segment operating EBITDA was $(246) million in the third quarter of 2026, down 27 percent from $(193) million in the third quarter of 2025. The decrease was driven by lower volumes, higher information technology and legal support fees, and increased investment in research and development, partially offset by net royalty improvements, favorable pricing and mix, ongoing cost and productivity actions, and favorable currency impacts. Segment operating EBITDA margin contracted by approximately 615 basis points versus the prior-year period.
Seed net sales were $8,460 million in the first nine months of 2026, up 4 percent from $8,161 million in the first nine months of 2025. The sales increase over the prior period was driven by a 3 percent increase in price and a 2 percent favorable impact from currency, partially offset by a 1 percent decrease in volume. The increase in price was driven by pricing increases across all regions, including increased out-licensing income particularly in North America. The decrease in volume was driven by dry weather impacting EMEA and Asia Pacific and the shift to soybean out-licensing in Latin America, partially offset by higher soybean acreage in North America. The favorable currency impacts were driven by the Euro and Brazilian Real, partially offset by the Turkish Lira and Indian Rupee.
Segment operating EBITDA was $2,754 million in the first nine months of 2026, up 10 percent from $2,512 million in the first nine months of 2025. The increase was driven by favorable pricing and mix, net royalty improvement, and ongoing cost and productivity actions, partially offset by lower volumes, higher information technology and legal support fees, and increased
investment in research and development. Segment operating EBITDA margin improved by approximately 175 basis points versus the prior-year period.
| Crop Protection | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Net sales | $ | 1,553 | $ | 1,701 | $ | 5,282 | $ | 5,330 | ||||||
|
Segment Operating EBITDA
|
$ | 213 | $ | 279 | $ | 989 | $ | 990 | ||||||
| Crop Protection | Q3 2026 vs. Q3 2025 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | 40 | 8 | % | (11) | % | 19 | % | - | % | - | % | ||||||||
| EMEA | 20 | 10 | % | (3) | % | 15 | % | (2) | % | - | % | |||||||||
| Latin America | (215) | (28) | % | (6) | % | (25) | % | 3 | % | - | % | |||||||||
| Asia Pacific | 7 | 4 | % | (1) | % | 8 | % | (3) | % | - | % | |||||||||
| Total | $ | (148) | (9) | % | (7) | % | (2) | % | - | % | - | % | ||||||||
| Crop Protection | Q3 2026 vs. Q3 2025 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Herbicides | $ | (82) | (10) | % | (10) | % | (1) | % | 1 | % | - | % | ||||||||
| Insecticides | (13) | (3) | % | (3) | % | - | % | - | % | - | % | |||||||||
| Fungicides | (51) | (23) | % | (9) | % | (16) | % | 2 | % | - | % | |||||||||
| Biologicals | (32) | (22) | % | (1) | % | (23) | % | 2 | % | - | % | |||||||||
| Other | 30 | 27 | % | 1 | % | 25 | % | 1 | % | - | % | |||||||||
| Total | $ | (148) | (9) | % | (7) | % | (2) | % | - | % | - | % | ||||||||
| Crop Protection | Nine Months 2026 vs. Nine Months 2025 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | 14 | 1 | % | (4) | % | 4 | % | 1 | % | - | % | ||||||||
| EMEA | 89 | 7 | % | (1) | % | 2 | % | 6 | % | - | % | |||||||||
| Latin America | (189) | (12) | % | (8) | % | (10) | % | 6 | % | - | % | |||||||||
| Asia Pacific | 38 | 6 | % | (3) | % | 10 | % | (1) | % | - | % | |||||||||
| Total | $ | (48) | (1) | % | (4) | % | - | % | 3 | % | - | % | ||||||||
| Crop Protection | Nine Months 2026 vs. Nine Months 2025 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Herbicides | $ | 22 | 1 | % | (4) | % | 2 | % | 3 | % | - | % | ||||||||
| Insecticides | (9) | (1) | % | (4) | % | 2 | % | 1 | % | - | % | |||||||||
| Fungicides | (100) | (12) | % | (4) | % | (12) | % | 4 | % | - | % | |||||||||
| Biologicals | (57) | (17) | % | (4) | % | (18) | % | 5 | % | - | % | |||||||||
| Other | 96 | 34 | % | (4) | % | 35 | % | 3 | % | - | % | |||||||||
| Total | $ | (48) | (1) | % | (4) | % | - | % | 3 | % | - | % | ||||||||
Crop Protection
Crop Protection net sales were $1,553 million in the third quarter of 2026, down 9 percent from $1,701 million in the third quarter of 2025. The sales decrease over the prior period was driven by a 7 percent decline in price and a 2 percent decrease in volume. The price decline was primarily due to competitive dynamics in Latin America, along with pricing pressure on North America acetochlor. Crop Protection volumes reflected weak market conditions in Brazil, partially offset by new product growth across all regions.
Segment operating EBITDA was $213 million in the third quarter of 2026, down 24 percent from $279 million in the third quarter of 2025. The decrease was driven by unfavorable pricing and increased investment in research and development, partially offset by ongoing cost and productivity actions and lower selling expenses. Segment operating EBITDA margin contracted by approximately 270 basis points versus the prior-year period.
Crop Protection net sales were $5,282 million in the first nine months of 2026, down 1 percent from $5,330 million in the first nine months of 2025. The sales decrease over the prior period was driven by a 4 percent decline in price, partially offset by a 3 percent favorable impact from currency. Volume was flat as growth from new products across all regions was offset by declines in Latin America, reflecting weak market conditions. Lower price reflected broad pricing pressure, most notably in Latin America, with more targeted pressure in North America. The favorable currency impacts were driven by the Brazilian Real and the Euro, partially offset by the Indian Rupee.
Segment operating EBITDA was $989 million in the first nine months of 2026, generally flat with $990 million in the first nine months of 2025. Unfavorable pricing, increased investment in research and development and higher administrative costs were offset by ongoing cost and productivity actions and favorable impacts of currency. Segment operating EBITDA margin improved by approximately 15 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 and separation costs. 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 separation costs, the after-tax impact of non-operating benefits (costs), the after-tax impact of amortization expense associated with intangible assets existing as of the Corteva 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.
Reconciliation of Income (Loss) from Continuing Operations after Income Taxes to Operating EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
|
Income (loss) from continuing operations after income taxes (GAAP)
|
$ | (527) | $ | (308) | $ | 1,415 | $ | 1,741 | ||||||
| Provision for (benefit from) income taxes on continuing operations | (62) | (62) | 479 | 477 | ||||||||||
| Income (loss) from continuing operations before income taxes (GAAP) | $ | (589) | $ | (370) | $ | 1,894 | $ | 2,218 | ||||||
| Depreciation and amortization | 306 | 300 | 942 | 897 | ||||||||||
| Interest income | (30) | (29) | (91) | (92) | ||||||||||
| Interest expense | 75 | 46 | 158 | 134 | ||||||||||
| Exchange (gains) losses - net | 65 | 45 | 207 | 97 | ||||||||||
| Non-operating (benefits) costs - net | (4) | 14 | (5) | 27 | ||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (6) | 6 | 18 | 58 | ||||||||||
| Significant items (benefit) charge | 16 | 30 | 278 | 56 | ||||||||||
| Separation costs | 99 | 7 | 230 | 7 | ||||||||||
| Operating EBITDA (Non-GAAP) | $ | (68) | $ | 49 | $ | 3,631 | $ | 3,402 | ||||||
Significant Items
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Restructuring and asset related charges - net | $ | (17) | $ | (30) | $ | (158) | $ | (131) | ||||||
|
Litigation settlement 1
|
1 | - | (120) | - | ||||||||||
|
Gain (loss) on sale of assets 2
|
- | - | - | 14 | ||||||||||
|
AltEn facility remediation charges 3
|
- | - | - | (37) | ||||||||||
|
Insurance proceeds 4
|
- | - | - | 98 | ||||||||||
| Total pre-tax significant items benefit (charge) | $ | (16) | $ | (30) | $ | (278) | $ | (56) | ||||||
|
Total tax (provision) benefit impact of significant items 5
|
(5) | 7 | 57 | 15 | ||||||||||
|
Tax only significant item benefit (charge) 6
|
(45) | - | (45) | 55 | ||||||||||
| Total significant items benefit (charge), after tax | $ | (66) | $ | (23) | $ | (266) | $ | 14 | ||||||
1.Relates to estimated settlements associated with various lawsuits filed as described in the section entitled "Federal Trade Commission Investigation" within Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.
2.Incremental gains (losses) associated with activities related to the 2022 Restructuring Actions. For additional information, refer to Note 6 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, in the company's 2024 Annual Report.
3.Relates to a charge to increase the remediation accrual at the AltEn facility relating to Corteva's estimated voluntary contribution to the solid waste and wastewater remedial action plans. See Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.
4.Includes proceeds received related to prior significant items.
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 charge for the three and nine months ended September 30, 2026 was driven by legal entity restructuring activities associated with the Vylor Separation. The tax only significant item benefit for the nine months ended September 30, 2025 reflects a deferred tax benefit associated with a change in a legal entity's U.S. tax characterization.
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 September 30, |
Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
|
Income (loss) from continuing operations attributable to Corteva common stockholders (GAAP)
|
$ | (529) | $ | (310) | $ | 1,406 | $ | 1,733 | ||||||
| Less: Non-operating benefits (costs), after tax | - | (12) | (52) | (28) | ||||||||||
| Less: Amortization of intangibles (existing as of Corteva Separation), after tax | (105) | (108) | (345) | (327) | ||||||||||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | 4 | (4) | (14) | (44) | ||||||||||
| Less: Significant items benefit (charge), after tax | (66) | (23) | (266) | 14 | ||||||||||
| Less: Separation costs, after tax | (86) | (7) | (193) | (7) | ||||||||||
| Operating Earnings (Loss) (Non-GAAP) | $ | (276) | $ | (156) | $ | 2,276 | $ | 2,125 | ||||||
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||||||||
| (Dollars per Share) | 2026 | 2025 | 2026 | 2025 | ||||||||||
|
Earnings (loss) per share of common stock from continuing operations attributable to Corteva common stockholders - diluted (GAAP)
|
$ | (0.79) | $ | (0.46) | $ | 2.10 | $ | 2.54 | ||||||
| Less: Non-operating benefits (costs), after tax | - | (0.02) | (0.08) | (0.04) | ||||||||||
| Less: Amortization of intangibles (existing as of Corteva Separation), after tax | (0.16) | (0.16) | (0.51) | (0.48) | ||||||||||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | 0.01 | (0.01) | (0.02) | (0.06) | ||||||||||
| Less: Significant items benefit (charge), after tax | (0.10) | (0.03) | (0.40) | 0.02 | ||||||||||
| Less: Separation costs, after tax | (0.13) | (0.01) | (0.28) | (0.01) | ||||||||||
| Operating Earnings (Loss) Per Share (Non-GAAP) | $ | (0.41) | $ | (0.23) | $ | 3.39 | $ | 3.11 | ||||||
|
Diluted Shares Outstanding (In millions)
|
667.8 | 678.7 | 670.7 | 683.1 | ||||||||||
Liquidity and Capital Resources
Information related to the company's liquidity and capital resources can be found in the company's 2025 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 nine months ended September 30, 2026.
| (In millions) | September 30, 2026 | December 31, 2025 | September 30, 2025 | ||||||||
| Cash, cash equivalents and marketable securities | $ | 3,933 | $ | 4,530 | $ | 2,586 | |||||
| Total debt | $ | 7,446 | $ | 2,580 | $ | 4,373 | |||||
The increase in debt balances from December 31, 2025 was primarily due to capital structure activities required to effect the Vylor Separation, as well as higher short-term debt to fund the company's working capital needs, including the Bayer resolution payment and the FMC rimisoxafen prepayment, as well as capital spending, dividend payments and share repurchases. In addition, long-term debt balances increased from December 31, 2025 due to the issuance of the Vylor 2031 Notes, the Vylor 2036 Notes and the Corteva 2036 Notes. See further information in Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the interim Consolidated Financial Statements.
The company believes its ability to generate cash from operations and access to capital markets and commercial paper markets will be adequate to meet anticipated cash requirements to fund its operations, including seasonal working capital, capital spending, dividend payments, share repurchases, pension obligations and litigation costs, net of recoveries. 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 $7.8 billion, $6.2 billion and $6.3 billion at September 30, 2026, December 31, 2025 and September 30, 2025, respectively, 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, including the settlement of litigation and environmental remediation. These facilities are provided to the company by highly rated and well capitalized global financial institutions.
Corteva Credit Facilities
Revolving Credit Facilities
In May 2022, the company entered into a $3 billion, five-year revolving credit facility and a $2 billion, three-year revolving credit facility (the "Revolving Credit Facilities") expiring in May 2027 and May 2025, respectively. 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. In August 2026, the five-year revolving credit facility was refinanced at $2.85 billion for purposes of extending the maturity date to August 2031 and decreasing the facility amount to $2.0 billion upon consummation of the Vylor Separation on October 1, 2026. In addition, the three-year revolving credit facility was terminated upon consummation of the Vylor Separation. Borrowings under the Revolving Credit Facilities will have an interest rate equal to Term SOFR 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 September 30, 2026, the company was in compliance with these covenants.
In February 2026, the company amended its January 2023 (as amended in July 2023, January 2024, February 2024 and February 2025) 364-day revolving credit agreement (the "364-Day Revolving Credit Facility"), increasing the facility amount from $750 million to $1.25 billion, extending the expiration date to February 2027 and amending the interest rate to Term SOFR plus the applicable margin. In February 2025, the company amended the 364-Day Revolving Credit Facility, decreasing the facility amount from $1 billion to $750 million and extending the expiration date to February 2026. In May 2026, the company drew down $600 million under the 364-Day Revolving Credit Facility, to repay the $600 million senior notes that matured in May 2026. On October 1, 2026, borrowings outstanding under the 364-Day Revolving Credit Facility were repaid, and the facility was terminated. The 364-Day Revolving Credit Facility included a provision under which Corteva may convert any advances outstanding prior to the maturity date into term loans having a maturity date up to one year later. The 364-Day Revolving Credit Facility contained customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the 364-Day Revolving Credit Facility contained a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At September 30, 2026, the company was in compliance with these covenants.
Delayed Draw Term Facility
In August 2026, the Company entered into a $1 billion delayed draw term facility (the "Delayed Draw Term Facility"). The maturity date of the Delayed Draw Term Facility is approximately one year from its closing date. Borrowings under the Delayed Draw Term Facility have an interest rate equal to Term SOFR plus the applicable margin. The Delayed Draw Term Facility was intended to serve as a backstop to the Corteva 2036 Notes. The commitments under the Delayed Draw Term Facility were automatically and permanently reduced, on a dollar-for-dollar basis, by an amount equal to the aggregate principal amount of the Corteva 2036 Notes issued in the September 2026 Debt Offering. The balance of the capacity was voluntarily and permanently reduced on September 30, 2026. The Delayed Draw Term Facility was subject to mandatory prepayment (and, prior to funding, automatic and permanent commitment reduction) requirements from the net cash proceeds of debt and equity issuances by Corteva. Corteva was permitted to voluntarily prepay delayed draw term loans, and to voluntarily reduce undrawn commitments, without a penalty. The Delayed Draw Term Loan Credit Agreement contained covenants and events of default substantially similar in scope and terms to those described above for the Revolving Credit Facilities.
Vylor Credit Facilities
In August 2026, Vylor entered into (i) a five-year senior unsecured revolving credit facility in an aggregate principal amount equal to $3.0 billion (the "Vylor Five-Year Revolving Credit Facility"), (ii) a 364-day senior unsecured revolving credit facility in an aggregate principal amount equal to $1.5 billion (the "Vylor 364-Day Revolving Credit Facility" and, together with the Vylor Five-Year Revolving Credit Facility, the "Vylor Revolving Credit Facilities"), and (iii) a senior unsecured delayed draw term loan facility in an original principal amount equal to $2.75 billion (the "Vylor Delayed Draw Term Facility" and, together with the Vylor Revolving Credit Facilities, the "Vylor Credit Facilities").
Vylor Five-Year Revolving Credit Facility
Vylor, along with its subsidiary, Pioneer Hi-Bred International, Inc. ("PHI"), are initially co-borrowers under the Vylor Five-Year Revolving Credit Facility. Prior to the Five-Year RCF PHI Release Date (as defined below), each of Vylor and PHI is entitled to request loans under the Vylor Five-Year Revolving Credit Facility, in each case subject to the terms and conditions thereof, and each of Vylor and PHI guarantees, on a joint and several basis, obligations of the other co-borrower under the Vylor Five-Year Revolving Credit Facility.
Upon the earlier of (i) December 31, 2026 and (ii) the first date on which all obligations of PHI under the Vylor Five-Year Revolving Credit Facility are paid in full in cash (such date, the "Five-Year RCF PHI Release Date"), PHI will automatically cease to be a borrower under the Vylor Five-Year Revolving Credit Facility and will be automatically released as a guarantor thereunder. From and after the Five-Year RCF PHI Release Date, Vylor will be the sole borrower under the Vylor Five-Year Revolving Credit Facility, and immediately thereafter no subsidiaries of Vylor will guarantee such facility.
Proceeds of the Vylor Five-Year Revolving Credit Facility are otherwise intended to be used for general corporate purposes of Vylor and its subsidiaries. The Vylor Five-Year Revolving Credit Facility is also intended to serve as a backstop to its commercial paper program. The maturity date of the Vylor Five-Year Revolving Credit Facility is five years from its closing date. Amounts borrowed under the Vylor Five-Year Revolving Credit Facility are subject to an interest rate per annum equal to Term SOFR plus the applicable margin. On October 1, 2026, Vylor borrowed $1,578 million under the Vylor Five-Year Revolving Credit Facility to repay borrowings outstanding under the PHI Bilateral Facility (as defined below).
The Vylor Five-Year Revolving Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Vylor Five-Year Revolving Credit Agreement contains a financial covenant requiring that the ratio of total indebtedness to total capitalization for Vylor and its consolidated subsidiaries not exceed 0.60.
Vylor 364-Day Revolving Credit Facility
Vylor, along with its subsidiary, PHI, are initially co-borrowers under the Vylor 364-Day Revolving Credit Facility. Prior to the Vylor 364-Day Revolving Credit Facility PHI Release Date (as defined below), each of Vylor and PHI is entitled to request loans under the Vylor 364-Day Revolving Credit Facility, in each case subject to the terms and conditions thereof, and each of Vylor and PHI guarantees, on a joint and several basis, obligations of the other co-borrower under the Vylor 364-Day Revolving Credit Facility.
Upon the earlier of (i) December 31, 2026 and (ii) the first date on which all obligations of PHI under the Vylor 364-Day Revolving Credit Facility are paid in full in cash (such date, the "364-Day RCF PHI Release Date"), PHI will automatically cease to be a borrower under the Vylor 364-Day Revolving Credit Facility and to be automatically released as a guarantor thereunder. From and after the 364-Day RCF PHI Release Date, Vylor will be the sole borrower under the Vylor 364-Day Revolving Credit Facility, and immediately thereafter no subsidiaries of Vylor will guarantee such facility.
Proceeds of the Vylor 364-Day Revolving Credit Facility are intended to be used for general corporate purposes of Vylor and its subsidiaries. The Vylor 364-Day Revolving Credit Facility is also intended to serve as a backstop to its commercial paper program. The maturity date of the Vylor 364-Day Revolving Credit Facility is 364 days from its closing date. Amounts borrowed under the Vylor 364-Day Revolving Credit Facility are subject to an interest rate per annum equal to Term SOFR plus the applicable margin. On October 1, 2026, Vylor borrowed $1,500 million under the Vylor 364-Day Revolving Credit Facility to repay borrowings outstanding under the PHI Bilateral Facility (as defined below).
The Vylor 364-Day Revolving Credit Agreement includes a provision under which Vylor may convert any advances outstanding prior to the maturity date into term loans having a maturity date up to one year later. The Vylor 364-Day Revolving Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Vylor 364-Day Revolving Credit Agreement
contains a financial covenant requiring that the ratio of total indebtedness to total capitalization for Vylor and its consolidated subsidiaries not exceed 0.60.
Vylor Delayed Draw Term Facility
The Vylor Delayed Draw Term Facility, with a capacity of up to $2.75 billion, was intended to serve as a backstop to the Exchange Offers and the issuance of the Vylor 2031 Notes and the Vylor 2036 Notes. The commitments under the Vylor Delayed Draw Term Facility were automatically and permanently reduced, on a dollar-for-dollar basis, by an amount equal to the aggregate principal amount of Vylor Notes issued in the Exchange Offers and by the aggregate principal amount of the Vylor 2031 Notes and the Vylor 2036 Notes. Vylor was the sole borrower under the Vylor Delayed Draw Term Facility.
Proceeds of loans under the Vylor Delayed Draw Term Facility were intended to be used to finance the Vylor Separation and to pay fees, costs and expenses related thereto. The maturity date of the Vylor Delayed Draw Term Facility was approximately one year from its closing date. Amounts borrowed under the Vylor Delayed Draw Term Facility were subject to an interest rate per annum equal to Term SOFR plus the applicable margin. There were no borrowings outstanding under the Vylor Delayed Draw Term Facility, and the facility was terminated on October 1, 2026.
The Vylor Delayed Draw Term Facility was subject to mandatory prepayment (and, prior to funding, automatic and permanent commitment reduction) requirements from the net cash proceeds of debt and equity issuances by Vylor. Vylor was permitted to voluntarily prepay delayed draw term loans, and to voluntarily reduce undrawn commitments, without a penalty. The Vylor Delayed Draw Term Loan Credit Agreement contained covenants and events of default substantially similar in scope and terms to those described above for the Vylor Revolving Credit Facilities.
PHI Bilateral Facility
PHI entered into a loan facility up to an aggregate principal amount of $3.5 billion with Banco Bilbao Vizcaya Argentaria, S.A. New York Branch in August 2026 (the "PHI Bilateral Facility"), which was used for the repayment of a portion of the outstanding borrowings under EIDP's commercial paper program. The PHI Bilateral Facility had commitments from September 1, 2026 through September 5, 2026, after which commitments were automatically terminated. The PHI Bilateral Facility was expected to serve as a bridge to the Vylor Five-Year Revolving Credit Facility and Vylor 364-Day Revolving Credit Facility, each of which were drawn upon consummation of the Vylor Separation to repay borrowings outstanding on the PHI Bilateral Facility. Following this repayment, on October 1, 2026, the PHI Bilateral Facility ceased to be effective.
PHI is the sole borrower under the PHI Bilateral Facility. Amounts borrowed under the PHI Bilateral Facility are subject to an interest rate per annum equal to Term SOFR plus the applicable margin. The PHI Bilateral Credit Agreement contains covenants and events of default substantially similar in scope and terms to those described above for the Vylor Revolving Credit Facilities.
August 2026 Exchange Offers and Consent Solicitations
In August 2026, Vylor commenced private offers to exchange any and all of the outstanding $500 million principal amount of 2.300% Senior Notes due 2030 (the "EIDP 2030 Notes"), the $500 million principal amount of 5.125% Senior Notes due 2032 (the "EIDP 2032 Notes"), and the $600 million principal amount of 4.800% Senior Notes due 2033 (the "EIDP 2033 Notes"), in each case, issued by EIDP, Inc., (collectively, the "EIDP Notes"), to the extent held by eligible holders ("Eligible Noteholders"), for a corresponding series of notes to be newly issued by Vylor (collectively, the "Vylor Notes"), having the same interest payment dates, maturity date and interest rate as the respective EIDP Notes (with respect to each series, an "Exchange Offer" and together, the "Exchange Offers"). Concurrently with the Exchange Offers, with respect to each series of EIDP Notes, Vylor solicited the consents of Eligible Noteholders, on behalf of EIDP, to amend the indentures governing the EIDP Notes (together, the "Consent Solicitations") to eliminate substantially all of the restrictive covenants and events of default (other than payment and bankruptcy related events of default) therefrom.
On October 1, 2026, Vylor settled the Exchange Offers and obtained the corresponding Consent Solicitations. Under the Exchange Offers, $1,439 million aggregate principal amount of EIDP Notes, comprising $435 million aggregate principal amount of the EIDP 2030 Notes, $476 million aggregate principal amount of the EIDP 2032 Notes and $528 million aggregate principal amount of the EIDP 2033 Notes were exchanged and are no longer debt obligations of Corteva.
The Exchange Offers and Consent Solicitations were made upon the terms and conditions set forth in an exchange offer memorandum and consent solicitation statement, dated August 6, 2026 (the "Offering Memorandum"). The Vylor Notes are subject to covenants and events of default that are typical for companies with similar credit ratings, and which are described in the Offering Memorandum.
In September 2026, Corteva issued $700 million of 6.000 percent Senior Notes due in August 2036 ("Corteva 2036 Senior Notes"). The proceeds of this offering are intended to be used for general corporate purposes, including the repayment of commercial paper borrowings.
In August 2026, Vylor issued $1.1 billion aggregate principal amount of senior notes in a private offering, consisting of $550 million aggregate principal amount of Senior Notes due 2031 ("Vylor 2031 Notes") and $550 million aggregate principal amount of Senior Notes due 2036 ("Vylor 2036 Notes"). The Vylor 2031 Notes bear interest at a rate of 5.125 percent per year and mature in August 2031. The Vylor 2036 Notes bear interest at a rate of 5.625 percent per year and mature in August 2036.
In May 2025, Corteva issued $500 million of 5.125 percent Senior Notes due in May 2032 ("Corteva 2032 Senior Notes"). The proceeds were used to repay the $500 million senior notes that matured in July 2025.
The company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations affecting manufacturing plants, mineral producing properties or research facilities located in the U.S. and the consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations. The outstanding long-term debt also contains customary default provisions.
The company has meaningful seasonal working capital needs based in part on providing financing to its customers. Working capital is funded through multiple methods including cash, commercial paper, 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 8 - Accounts and Notes Receivable - Net, to the interim Consolidated Financial Statements, for more information.
The company also organizes agreements with third-party financial institutions who directly provide financing for select customers of the company's Seed and Crop Protection products in each region. Terms of the third-party loans are less than a year and programs are renewed on an annual basis. In some cases, the company guarantees a portion of the extension of such credit to such customers. Refer to Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for more information on the company's guarantees.
The company's cash, cash equivalents and marketable securities at September 30, 2026, December 31, 2025 and September 30, 2025 are $3.9 billion, $4.5 billion and $2.6 billion, respectively, of which $2.1 billion, $2.1 billion and $2.3 billion at September 30, 2026, December 31, 2025 and September 30, 2025, 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 September 30, 2026, 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 $(3,878) million for the nine months ended September 30, 2026 compared to $(941) million for the nine months ended September 30, 2025. The change was driven by the discretionary pension contribution, the Bayer resolution payment, higher compensation payments and the FMC rimisoxafen prepayment, partially offset by improved collections.
Cash provided by (used for) operating activities - discontinued operations was $(70) million for the nine months ended September 30, 2026 compared to $(28) million for the nine months ended September 30, 2025. The cash outflows were primarily related to the company's purchase of Chemours' future interest, if any, in certain insurance proceeds, as well as PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours' Fayetteville Works facility and the NJ Statewide Settlement, along with litigation matters.
Cash provided by (used for) investing activities was $(390) million for the nine months ended September 30, 2026 compared to $(355) million for the nine months ended September 30, 2025. The change was primarily driven by the acquisition of a business in June 2026.
Cash provided by (used for) financing activities was $3,989 million for the nine months ended September 30, 2026 compared to $554 million for the nine months ended September 30, 2025. The change was primarily due to higher short-term borrowings to fund working capital and other corporate needs, including the items noted above within cash provided by (used for) operating activities - continuing operations.
In January 2026, the company's Board of Directors authorized a common stock dividend of $0.18 per share, payable on March 16, 2026, to the shareholders of record on March 2, 2026. In April 2026, the company's Board of Directors authorized a common stock dividend of $0.18 per share, payable on June 15, 2026, to the shareholders of record on June 1, 2026. In July 2026, the company's Board of Directors authorized a common stock dividend of $0.18 per share, payable on September 15, 2026, to the shareholders of record on September 1, 2026.
On November 19, 2024, Corteva, Inc. announced that its Board of Directors authorized a $3 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2024 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 2024 Share Buyback Plan, the company repurchased and retired - and 6,285,000 shares in the open market for a total cost (excluding excise taxes) of $- million and $500 million during the three and nine months ended September 30, 2026, respectively, and 3,401,000 and 3,681,000 shares in the open market for a total cost (excluding excise taxes) of $250 million and $270 million during the three and nine months ended September 30, 2025.
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 were based on market conditions, relevant securities laws and other factors. The company completed the 2022 Share Buyback Plan during the second quarter of 2025 and repurchased and retired 7,815,000, 17,909,000, and 10,026,000 shares in the open market and through privately-negotiated transactions for a cost (excluding excise taxes) of $500 million, $1 billion and $500 million during the years ended December 31, 2025, 2024 and 2023, respectively.
See Note 13 - Stockholders' Equity, to the interim Consolidated Financial Statements, for additional information related to the share buyback plans.
EIDP Liquidity Discussion
As discussed in EIDP 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 discussion below relates to EIDP only and is presented to provide a Liquidity discussion for the differences between EIDP and Corteva, Inc.
Beginning in the third quarter of 2025, the Board of Directors of EIDP authorizes and declares a quarterly dividend to Corteva, Inc., from which the proceeds are intended to be used to fund Corteva, Inc. share repurchases and common stock dividends during the subsequent quarter.
Cash provided by (used for) operating activities - continuing operations
EIDP's cash provided by (used for) operating activities - continuing operations was $(3,878) million and $(941) million for the nine months ended September 30, 2026 and 2025, respectively. The change was primarily driven by the items noted above, in the section entitled "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 $(70) million and $(28) million for the nine months ended September 30, 2026 and 2025, respectively. The change was primarily driven by the items noted above, in the section entitled "Summary of Cash Flows."
Cash provided by (used for) investing activities
EIDP's cash provided by (used for) investing activities was $(390) million and $(355) million for the nine months ended September 30, 2026 and 2025, respectively. The change was primarily driven by the items noted above, in the section entitled "Summary of Cash Flows."
Cash provided by (used for) financing activities
EIDP's cash provided by (used for) financing activities was $3,989 million and $554 million for the nine months ended September 30, 2026 and 2025, respectively. The change was primarily driven by the items noted above, in the section entitled
"Summary of Cash Flows," as well as the issuance of cash dividends by EIDP to Corteva, Inc. during the first nine months of 2026.
Guarantees and Off-Balance Sheet Arrangements
For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company's 2025 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements and Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.
Contractual Obligations
Information related to the company's contractual obligations at December 31, 2025 can be found in the section entitled "Contractual Obligations" on the company's 2025 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 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 2025 Annual Report.
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