MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements About Forward-Looking Statements
This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like "plans," "expects," "will," "anticipates," "believes," "intends," "projects," "estimates," "outlook," or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva's financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; sustainability targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; the anticipated benefits, impacts, and timing of the Proposed Separation; 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 biotechnology and other agricultural products; (iv) failure to comply with competition and antitrust laws; (v) effect of changes in agricultural and related policies of governments and international organizations; (vi) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vii) effect of climate change and unpredictable seasonal and weather factors; (viii) effect of competition in the company's industry; (ix) competitor's establishment of an intermediary platform for distribution of the company's products; (x) risks related to recent funding and staff reductions at U.S. government agencies; (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) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the Corteva Separation; (xvi) impact of the company's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvii) failure of the company's customers to pay their debts to the company, including customer financing programs; (xviii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xix) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the company; (xx) increases in pension and other post-employment benefit plan funding obligations; (xxi) risks related to pandemics or epidemics; (xxii) capital markets sentiment towards sustainability matters; (xxiii) the company's intellectual property rights or defense against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) the company's dependence on intellectual property cross-license agreements; and (xxvi) risks related to Corteva's Separation from DowDuPont; and (xxvii) risks related to Corteva's Proposed Separation, including, but not limited to, whether the objectives of the proposed separation will be achieved; the terms, structure, benefits and costs of any action or transaction resulting from the proposed separation; the timing of any such separation or related action and whether any such separation will be consummated at all; the risk that the proposed separation could divert the attention and time of the company's management; the risk of any unexpected costs or expenses resulting from the proposed separation process or separation itself; and the risk of any litigation as a result of, or relating to, the Proposed Separation.
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 2025 Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Recent Developments
Proposed Separation
On October 1, 2025, the company announced its intent to pursue, subject to the approval of the Board of Directors and any required regulatory approvals, its separation into two independent publicly traded companies - one for each of its Seed and Crop Protection businesses. The transaction is 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 prepares 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 three months ended March 31, 2026, the company recorded pre-tax restructuring and asset-related charges of $78 million, which consist entirely of severance and related benefit costs and are classified as corporate-related charges. At March 31, 2026, the restructuring liability was $78 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.
Overview
The following is a summary of results from continuing operations for the three months ended March 31, 2026:
•The company reported net sales of $4,905 million, up 11 percent versus the same quarter last year, reflecting a 6 percent increase in volume, a 4 percent favorable impact from currency and a 1 percent increase in price.
•Cost of goods sold totaled $2,372 million in the first quarter of 2026, up from $2,342 million in the first quarter of 2025, which was driven by volume growth, with a partial offset from net cost and productivity benefits and net royalty improvement.
•Restructuring and asset related charges - net were $92 million in the first quarter of 2026, an increase from $22 million in the first quarter of 2025. The charges for the three months ended March 31, 2026 were primarily comprised of severance and related benefit costs associated with the 2026 Restructuring Actions, and contract termination charges and decommissioning and demolition costs associated with the Crop Protection Operations Strategy Restructuring Program.
•Income (loss) from continuing operations after income taxes was $725 million, as compared to $667 million in the same quarter last year.
•Operating EBITDA was $1,438 million for the three months ended March 31, 2026, up from $1,189 million for the three months ended March 31, 2025, primarily driven by volume growth, pricing gains, net cost and productivity benefits, net royalty improvement and favorable currency effects, partially offset by higher selling expense and higher compensation. 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 three months ended March 31, 2026:
•The company returned approximately $370 million to shareholders during the three months ended March 31, 2026 under its previously announced share repurchase programs and through common stock dividends.
Results of Operations
Net Sales
Net sales were $4,905 million and $4,417 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily driven by a 6 percent increase in volume, a 4 percent favorable impact from currency and a 1 percent increase in price.
Improvements in volume, with gains in all regions, were driven by Crop Protection due to strong demand for new products, while Seed experienced volume growth in North America from seasonal timing shifts in seed deliveries. The improvement in pricing, led by Seed, was driven by favorable product mix and continued execution on the company's price for value strategy, while a decline in Crop Protection pricing due to competitive market dynamics in Latin America served as an offset. The favorable currency impacts were led by the Euro and Brazilian Real.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2026
|
2025
|
|
|
Net Sales
($ Millions)
|
%
|
Net Sales
($ Millions)
|
%
|
|
Worldwide
|
$
|
4,905
|
|
100
|
%
|
$
|
4,417
|
|
100
|
%
|
|
North America 1
|
2,439
|
|
50
|
%
|
2,210
|
|
50
|
%
|
|
EMEA 2
|
1,655
|
|
34
|
%
|
1,477
|
|
33
|
%
|
|
Latin America
|
506
|
|
10
|
%
|
442
|
|
10
|
%
|
|
Asia Pacific
|
305
|
|
6
|
%
|
288
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2026 vs. Q1 2025
|
Percent Change Due To:
|
|
|
Net Sales Change
|
Price &
|
|
|
Portfolio /
|
|
($ In millions)
|
$
|
%
|
Product Mix
|
Volume
|
Currency
|
Other
|
|
North America 1
|
$
|
229
|
|
10
|
%
|
1
|
%
|
9
|
%
|
-
|
%
|
-
|
%
|
|
EMEA 2
|
178
|
|
12
|
%
|
2
|
%
|
2
|
%
|
8
|
%
|
-
|
%
|
|
Latin America
|
64
|
|
14
|
%
|
(2)
|
%
|
6
|
%
|
10
|
%
|
-
|
%
|
|
Asia Pacific
|
17
|
|
6
|
%
|
1
|
%
|
4
|
%
|
1
|
%
|
-
|
%
|
|
Total
|
$
|
488
|
|
11
|
%
|
1
|
%
|
6
|
%
|
4
|
%
|
-
|
%
|
1.Represents U.S. & Canada.
2.Europe, Middle East and Africa ("EMEA").
Cost of Goods Sold ("COGS")
COGS was $2,372 million (48 percent of net sales) and $2,342 million (53 percent of net sales) for the three months ended March 31, 2026 and 2025, respectively, which was driven by volume growth, with a partial offset from lower input costs and net cost and productivity benefits.
Research and Development Expense ("R&D")
R&D expense was $341 million (7 percent of net sales) and $335 million (8 percent of net sales) for the three months ended March 31, 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 unfavorable currency impacts and increases in salaries, depreciation, and field, lab and facilities costs, partially offset by cost recoveries received from third parties.
Selling, General and Administrative Expenses ("SG&A")
SG&A expenses were $877 million (18 percent of net sales) and $751 million (17 percent of net sales) for the three months ended March 31, 2026 and 2025, respectively. The change was primarily driven by unfavorable currency impacts and an increase in bad debt expense, variable compensation, commissions, consulting fees, and personnel and information technology costs.
Amortization of Intangibles
Intangible asset amortization was $160 million and $162 million for the three months ended March 31, 2026 and 2025, respectively. 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 $92 million and $22 million for the three months ended March 31, 2026 and 2025, respectively. The charges in the first quarter of 2026 primarily relate to severance and related benefits costs associated with the 2026 Restructuring Actions, and contract termination charges and decommissioning and demolition costs associated with the Crop Protection Operations Strategy Restructuring Program. The charges in the first quarter of 2025 primarily relate to charges associated with the Crop Protection Operations Strategy Restructuring Program, consisting of severance and related benefit costs, asset related charges, and decommissioning and demolition costs.
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 $(117) million and $15 million for the three months ended March 31, 2026 and 2025, respectively. Higher other expense was driven by an increase in net exchange losses compared to prior year and higher miscellaneous expenses, which are largely driven by a settlement charge associated with the Crop Protection loyalty program multi-district litigation plaintiffs and tax expense related to intellectual property realignment.
See Note 5 - Supplementary Information, to the interim Consolidated Financial Statements, for additional information.
Interest Expense
Interest expense was $36 million and $36 million for the three months ended March 31, 2026 and 2025, respectively. The results reflect lower short-term borrowings offset by higher interest for long-term debt.
Provision for (Benefit from) Income Taxes on Continuing Operations
The company's provision for income taxes on continuing operations was $133 million for the three months ended March 31, 2026 on pre-tax income from continuing operations of $858 million, resulting in an effective tax rate of 15.5 percent. The effective tax rate was favorably impacted by $35 million of net tax benefits related to intellectual property realignment, as well as $47 million of net tax benefits associated with changes in deferred taxes and accruals for certain prior year tax positions. Those favorable impacts were partially offset by withholding taxes on repatriation of cash held outside of the U.S. primarily from current year earnings.
The company's provision for income taxes on continuing operations was $117 million for the three months ended March 31, 2025 on pre-tax income from continuing operations of $784 million, resulting in an effective tax rate of 14.9 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 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 $(2) million and $(11) million for the three months ended March 31, 2026 and 2025, respectively. The after-tax charge for the three months ended March 31, 2026 and 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.
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 reportable 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, nitrogen stabilizers, pasture and range management herbicides and biologicals.
Summarized below are comments on individual segment net sales and segment operating EBITDA for the three months ended March 31, 2026, compared with the same period 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 months ended March 31, 2026 and 2025 is included in Note 17 - Segment Information, to the interim Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
Seed
|
Three Months Ended March 31,
|
|
(In millions)
|
2026
|
2025
|
|
Net sales
|
$
|
3,023
|
|
$
|
2,707
|
|
|
Segment operating EBITDA
|
$
|
1,034
|
|
$
|
842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seed
|
Q1 2026 vs. Q1 2025
|
Percent Change Due To:
|
|
|
Net Sales Change
|
Price &
|
|
|
Portfolio /
|
|
($ In millions)
|
$
|
%
|
Product Mix
|
Volume
|
Currency
|
Other
|
|
North America
|
$
|
173
|
|
11
|
%
|
2
|
%
|
9
|
%
|
-
|
%
|
-
|
%
|
|
EMEA
|
102
|
|
12
|
%
|
4
|
%
|
1
|
%
|
7
|
%
|
-
|
%
|
|
Latin America
|
39
|
|
21
|
%
|
8
|
%
|
-
|
%
|
13
|
%
|
-
|
%
|
|
Asia Pacific
|
2
|
|
2
|
%
|
7
|
%
|
(3)
|
%
|
(2)
|
%
|
-
|
%
|
|
Total
|
$
|
316
|
|
12
|
%
|
3
|
%
|
6
|
%
|
3
|
%
|
-
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seed
|
Q1 2026 vs. Q1 2025
|
Percent Change Due To:
|
|
|
Net Sales Change
|
Price &
|
|
|
Portfolio /
|
|
($ In millions)
|
$
|
%
|
Product Mix
|
Volume
|
Currency
|
Other
|
|
Corn
|
$
|
304
|
|
15
|
%
|
4
|
%
|
7
|
%
|
4
|
%
|
-
|
%
|
|
Soybeans
|
1
|
|
-
|
%
|
1
|
%
|
(2)
|
%
|
1
|
%
|
-
|
%
|
|
Other oilseeds
|
22
|
|
10
|
%
|
5
|
%
|
1
|
%
|
4
|
%
|
-
|
%
|
|
Other
|
(11)
|
|
(10)
|
%
|
(10)
|
%
|
(3)
|
%
|
3
|
%
|
-
|
%
|
|
Total
|
$
|
316
|
|
12
|
%
|
3
|
%
|
6
|
%
|
3
|
%
|
-
|
%
|
Seed
Seed net sales were $3,023 million in the first quarter of 2026, up 12 percent from $2,707 million in the first quarter of 2025. The sales increase over the prior period was driven by a 6 percent increase in volume, a 3 percent increase in price, and a 3 percent favorable impact from currency.
Price gains in all regions demonstrate demand for top technology and the strength of the portfolio. Volume increases in North America and EMEA are due to timing shifts and favorable weather in the northern hemisphere. Favorable currency impacts were led by the Euro.
Segment operating EBITDA was $1,034 million in the first quarter of 2026, up 23 percent from $842 million in first quarter of 2025. Volume, price execution, net cost and productivity benefits, and net royalty improvement more than offset higher selling expense and compensation. Segment operating EBITDA margin improved by approximately 310 basis points versus the prior-year period.
|
|
|
|
|
|
|
|
|
|
|
Crop Protection
|
Three Months Ended March 31,
|
|
(In millions)
|
2026
|
2025
|
|
Net sales
|
$
|
1,882
|
|
$
|
1,710
|
|
|
Segment Operating EBITDA
|
$
|
434
|
|
$
|
377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crop Protection
|
Q1 2026 vs. Q1 2025
|
Percent Change Due To:
|
|
|
Net Sales Change
|
Price &
|
|
|
Portfolio /
|
|
($ In millions)
|
$
|
%
|
Product Mix
|
Volume
|
Currency
|
Other
|
|
North America
|
$
|
56
|
|
9
|
%
|
-
|
%
|
8
|
%
|
1
|
%
|
-
|
%
|
|
EMEA
|
76
|
|
12
|
%
|
(1)
|
%
|
3
|
%
|
10
|
%
|
-
|
%
|
|
Latin America
|
25
|
|
10
|
%
|
(9)
|
%
|
10
|
%
|
9
|
%
|
-
|
%
|
|
Asia Pacific
|
15
|
|
8
|
%
|
(3)
|
%
|
9
|
%
|
2
|
%
|
-
|
%
|
|
Total
|
$
|
172
|
|
10
|
%
|
(2)
|
%
|
6
|
%
|
6
|
%
|
-
|
%
|
|
|
|
|
|
|
|
|
|
Crop Protection
|
Q1 2026 vs. Q1 2025
|
Percent Change Due To:
|
|
|
Net Sales Change
|
Price &
|
|
|
Portfolio /
|
|
($ In millions)
|
$
|
%
|
Product Mix
|
Volume
|
Currency
|
Other
|
|
Herbicides
|
$
|
167
|
|
19
|
%
|
(1)
|
%
|
14
|
%
|
6
|
%
|
-
|
%
|
|
Insecticides
|
41
|
|
12
|
%
|
(3)
|
%
|
11
|
%
|
4
|
%
|
-
|
%
|
|
Fungicides
|
30
|
|
10
|
%
|
(1)
|
%
|
3
|
%
|
8
|
%
|
-
|
%
|
|
Biologicals
|
(14)
|
|
(17)
|
%
|
(4)
|
%
|
(17)
|
%
|
4
|
%
|
-
|
%
|
|
Other
|
(52)
|
|
(41)
|
%
|
(2)
|
%
|
(36)
|
%
|
(3)
|
%
|
-
|
%
|
|
Total
|
$
|
172
|
|
10
|
%
|
(2)
|
%
|
6
|
%
|
6
|
%
|
-
|
%
|
Crop Protection
Crop Protection net sales were $1,882 million in the first quarter of 2026, up 10 percent from $1,710 million in the first quarter of 2025. The sales increase over the prior period was driven by a 6 percent increase in volume and a 6 percent favorable impact from currency, partially offset by a 2 percent decrease in price.
Volume improvement was driven by demand for new products and spinosyns, coupled with timing shifts in North America and EMEA. Price declines, primarily in Latin America and Asia Pacific, are due to continued competitive market dynamics in those regions. Favorable currency impacts were led by the Euro and Brazilian Real..
Segment operating EBITDA was $434 million in the first quarter of 2026, up 15 percent from $377 million in the first quarter of 2025. Volume growth, productivity savings, and favorable currency more than offset price pressure, higher selling expense and a charge related to intellectual property realignment. Segment operating EBITDA margin improved by approximately 100 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
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Three Months Ended March 31,
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(In millions)
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2026
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2025
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Income (loss) from continuing operations after income taxes (GAAP)
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$
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725
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$
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667
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Provision for (benefit from) income taxes on continuing operations
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133
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117
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Income (loss) from continuing operations before income taxes (GAAP)
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$
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858
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$
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784
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Depreciation and amortization
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297
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296
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Interest income
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(34)
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(32)
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Interest expense
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36
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36
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Exchange (gains) losses - net
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67
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27
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Non-operating (benefits) costs - net
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(18)
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10
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Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges
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3
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9
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Significant items (benefit) charge
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177
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59
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Separation costs
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52
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-
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Operating EBITDA (Non-GAAP)
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$
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1,438
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$
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1,189
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Significant Items
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Three Months Ended March 31,
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(In millions)
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2026
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2025
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Restructuring and asset related charges - net
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$
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(92)
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$
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(22)
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Litigation settlement 1
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(85)
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-
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AltEn facility remediation charges 2
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-
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(37)
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Total pre-tax significant items benefit (charge)
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$
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(177)
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$
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(59)
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Total tax (provision) benefit impact of significant items 3
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42
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14
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Tax only significant item benefit (charge) 4
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-
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55
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Total significant items benefit (charge), after tax
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$
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(135)
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$
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10
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1.Relates to a settlement charge associated with the Crop Protection loyalty program multi-district litigation plaintiffs. See Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.
2.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.
3.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.
4.The tax only significant item benefit for the three months ended March 31, 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
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Three Months Ended March 31,
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(In millions)
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2026
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2025
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Income (loss) from continuing operations attributable to Corteva common stockholders (GAAP)
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$
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722
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$
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663
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Less: Non-operating benefits (costs), after tax
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(1)
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(8)
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Less: Amortization of intangibles (existing as of Corteva Separation), after tax
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(106)
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(109)
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Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax
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(3)
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(7)
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Less: Significant items benefit (charge), after tax
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(135)
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10
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Less: Separation costs, after tax
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(42)
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-
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Operating Earnings (Loss) (Non-GAAP)
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$
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1,009
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$
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777
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Three Months Ended March 31,
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2026
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2025
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Earnings (loss) per share of common stock from continuing operations attributable to Corteva common stockholders - diluted (GAAP)
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$
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1.07
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$
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0.97
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Less: Non-operating benefits (costs), after tax
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-
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(0.01)
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Less: Amortization of intangibles (existing as of Corteva Separation), after tax
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(0.16)
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(0.16)
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Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax
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(0.01)
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(0.01)
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Less: Significant items benefit (charge), after tax
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(0.20)
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0.02
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Less: Separation costs, after tax
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(0.06)
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-
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Operating Earnings (Loss) Per Share (Non-GAAP)
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$
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1.50
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$
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1.13
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Diluted Shares Outstanding (In millions)
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673.6
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686.6
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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 three months ended March 31, 2026.
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(In millions)
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March 31, 2026
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December 31, 2025
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March 31, 2025
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Cash, cash equivalents and marketable securities
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$
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1,966
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$
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4,530
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$
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2,009
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Total debt
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$
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3,356
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$
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2,580
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$
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4,083
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The increase in debt balances from December 31, 2025 was primarily due to higher short-term debt, which was used to fund the company's working capital needs, capital spending, dividend payments and share repurchases. See further information in Note 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 $6.7 billion, $6.2 billion and $6.1 billion at March 31, 2026, December 31, 2025 and March 31, 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.
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 $1.90 billion. Borrowings under the Revolving Credit Facilities will have an interest rate equal to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used, from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Revolving Credit Facilities contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for
Corteva and its consolidated subsidiaries not exceed 0.60. At March 31, 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. The 364-Day Revolving Credit Facility includes a provision under which the company 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 contains 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 contains a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At March 31, 2026, the company was in compliance with these covenants.
In May 2025, the company issued $500 million of 5.125 percent Senior Notes due in May 2032 (the "May 2025 Debt Offering"). 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.
In establishing the future capital structures of the two independent companies expected to be created through the Proposed Separation, the company evaluated making discretionary contributions to its principal U.S. pension plan. In April 2026, the Board of Directors approved a contribution to the principal U.S. pension plan of approximately $1.5 billion to be made on or before July 31, 2026. The company continues to expect both companies at separation to have strong balance sheets and investment grade credit ratings.
The company's cash, cash equivalents and marketable securities at March 31, 2026, December 31, 2025 and March 31, 2025 are $2.0 billion, $4.5 billion and $2.0 billion, respectively, of which $1.6 billion, $2.1 billion and $1.7 billion at March 31, 2026, December 31, 2025 and March 31, 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 March 31, 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 $(2,885) million for the three months ended March 31, 2026 compared to $(2,101) million for the three months ended March 31, 2025. The change was driven by the Bayer resolution payment, higher compensation payments, and lower customer prepayments partially offset by improved collections.
Cash provided by (used for) operating activities - discontinued operations was $(6) million for the three months ended March 31, 2026 compared to $(8) million for the three months ended March 31, 2025. The cash outflows were primarily related to PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours' Fayetteville Works facility, along with litigation matters.
Cash provided by (used for) investing activities was $(77) million for the three months ended March 31, 2026 compared to $(34) million for the three months ended March 31, 2025. The change was primarily driven by lower proceeds from sales and maturities of investments.
Cash provided by (used for) financing activities was $389 million for the three months ended March 31, 2026 compared to $995 million for the three months ended March 31, 2025. The change was primarily due to lower short-term debt borrowings due to higher cash on-hand at the beginning of the period.
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.
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 3,190,000 shares in the open market for a total cost (excluding excise taxes) of $250 million during the three months ended March 31, 2026.
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.
For the first half of 2026, the company expects repurchases of approximately $500 million under the 2024 Share Buyback Plan discussed above. The total amount, timing, manner, price and volume of purchases will be based on market conditions, relevant securities laws and other market and company specific factors.
See Note 13 - Stockholders' Equity, to the interim Consolidated Financial Statements, for additional information related to the share buyback plans.
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 $(2,885) million and $(2,101) million for the three months ended March 31, 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 $(6) million and $(8) million for the three months ended March 31, 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 $(77) million and $(34) million for the three months ended March 31, 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 $389 million and $995 million for the three months ended March 31, 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 quarter 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.