CTVA 10-K & 10-Q changes, risk factors and insider trading

Additionally, the regulatory environment may be impacted by the activities of non-governmental organizations and special interest groups and stakeholder reaction to actual or perceived impacts of new and existing technology, products or processes on safety, health and the environment. Obtaining and maintaining regulatory approvals requires submitting a significant amount of information and data, which may require participation from technology providers. Regulatory standards and trial procedures are continuously changing. In addition, Corteva has seen an increase in recent years in the number of lawsuits filed by those who identify themselves as public or environmental interest groups seeking to invalidate pesticide product registrationsregistrations, including those for Enlist One®, and/or challenge the way federal or state governmental entities apply the rules and regulations governing pesticide produce use. The pace of change together with the lack of regulatory harmony could result in unintended noncompliance. Responding to these changes and meeting existing and new requirements may involve significant costs or capital expenditures or require changes in business practice that could result in reduced profitability. The failure to receive necessary permits or approvalsapprovals, or the invalidation thereof, could have near- and long-term effects on Corteva’s ability to produce and sell some current and future products.

New product concepts may be abandoned for many reasons, including greater anticipated development costs, technical difficulties, lack of efficacy, regulatory obstacles or inability to market under regulatory frameworks, competition, inability to prove the original concept, lack of demand and the need to divert focus, from time to time, to other initiatives with perceived opportunities for better returns. The processes of active ingredient development or discovery, breeding, biotechnology trait discovery and development and trait integration are lengthy, and a very small percentage of the chemicals, genes and germplasm Corteva tests is selected for commercialization. Furthermore, the length of time and the risk associated with the breeding and biotech pipelines are interlinked because both are required as a package for commercial success in markets where

ITEM 1A. RISK FACTORS, continued breeding and biotech pipelines are interlinked because both are required as a package for commercial success in markets where biotech traits are approved for growers, since seed hybrids and varieties could require modification to tolerate higher doses and/or new varieties of herbicides and pesticides as weeds and insects develop resistance. Commercial transitions to the company’s new technologies can take several years to complete, and weed and insect resistance may develop faster than Corteva can respond with new technologies or enhancements to existing technologies. In countries where biotech traits are not approved for widespread use, Corteva’s Seedseed sales depend on the quality of its germplasm. Even when initial commercialization efforts have been promising, there are no guarantees that anticipated levels of product acceptability within Corteva's markets will be achieved or that higher quality products will not be developed by Corteva's competitors in the future.

In many markets there are various pressures to reduce government subsidies to farmers, which may inhibit the growth in these markets of products used in agriculture. In addition, government programs that provide financial support or create incentives for farmers, including those established by the U.S. Farm Bill, can be temporary in nature, or may be modified or discontinued. However, it is difficult to predict accurately whether, and if so when, such changes will occur. Corteva expects that the policies of governments and international organizations will continue to affect the planting choices made by growers as well as the income available to growers to purchase products used in agriculture and, accordingly, the operating results of the agriculture industry.

The agriculture industry is subject to seasonal and weather factors, which can vary unpredictably from period to period. Weather factors can affect the presence of disease and pests on a regional basis and, accordingly, can positively or adversely affect the demand for crop protection products, including the mix of products used or the level of returns. The weather also can affect supply chains and the quality, volume and cost of seed produced for sale as well as demand and product mix. Seed yields can be higher or lower than planned, which could lead to higher inventory and related write-offs. Climate change may increase the frequency or intensity of extreme weather such as storms, floods, heat waves, droughts and other events that could affect the quality, volume and cost of seed produced for sale as well as demand and product mix. Climate change may also affect the availability and suitability of arable land and contribute to unpredictable shifts in the average growing seasonseason, pest pressures and types of crops produced.

Corteva currently faces significant competition in the markets in which it operates. In most segments of the market, the number of products available to the grower is steadily increasing as new products are introduced. At the same time, certain products are coming off patent and are thus available to generic manufacturers for production and commercialization. Upon the loss or expiration of patent protection for one of Corteva’s products or of a product that Corteva licenses, or upon the “at- risk” launch (despite pending patent infringement litigation against the generic product) by a generic manufacturer of a generic version of one of Corteva’s patented products or of a product that Corteva licenses, Corteva can lose a major portion of revenues for that product, which can have a material adverse effect on Corteva’s business. Additionally, data analytic tools and web-based new direct purchase models offer increased transparency and comparability, which creates price pressures. Corteva cannot predict the pricing or promotional actions of its competitors. Aggressive marketing or pricing by Corteva’s competitors could adversely affect Corteva’s business, results of operations and financial conditions.condition. As a result, Corteva continues to face significant competitive challenges.

Corteva services customers in part through the Pioneer direct sales channel in key agricultural geographies, including the United States. In addition, Corteva supplements this approach with strong retail channels, including distributors, agricultural cooperatives and dealers, and with digital and data solutions that assist farmer decision-making with a view to optimize their product selection and maximize their yield and profitability. While Corteva expects its indirect channels will extend its reach and increase exposure of its products to other potential customers, including smaller farmers or farmers in less concentrated areas, there can be no assurance that Corteva will be successful in this regard. If a competitor were to successfully establish an intermediary platform for distribution of Corteva’s products, it may disrupt Corteva’s distribution model and inhibit Corteva’s ability to provide a complete go-to-market strategy covering the direct, dealer and retail channels.model. In such a circumstance, Corteva’s sales may be adversely affected.

Additionally, Corteva’s ability to export its products and its sales outside the United States has been, and may continue to be adversely affected by significant changes in trade, tax or other policies, including the risk that other countries mayretaliating retaliateby throughpurchasing less from the United States and the imposition of their own trade restrictions and/or increased tariffs in response to substantial changes to U.S. tariff, trade and tax policies,policies. Furthermore, significant changes in trade, tax, and other related policies or enforcement may pose business and financial risks, including those being evaluated byraising the Trumpcost administration.of manufacturing inputs and altering customer demands.

Although Corteva has operations throughout the world, Corteva’s sales outside the United States in 20242025 were principally to customers in Brazil, Eurozone countries, and Canada. Further, Corteva’s largest currency exposures are the Brazilian real, Euro, Swiss franc, Canadian dollar and Argentine peso. Inflation, market uncertainty or an economic downturn in these geographic areas could reduce demand for Corteva’s products and result in decreased sales volume, which could have a negative impact on Corteva’s results of operations. In addition, changes in exchange rates may affect Corteva’s results of operations, financial condition and cash flows in future periods. Corteva actively manages currency exposures that are associated with net monetary asset positions and committed purchases.

Business and/or supply chain disruptions, plant and/or power outages and information technology system and/or network disruptions, regardless of cause including acts of sabotage, employee error or other actions, geo-politicalgeopolitical activity, military conflict, local epidemics or pandemics, weather events and natural disasters could seriously harm Corteva’s operations as well as the operations of its customers and suppliers. For example, a pandemic in locations where Corteva has significant operations, sales, or key suppliers could have a material adverse effect on Corteva’s results of operations. In addition, terrorist attacks and natural disasters have increased stakeholder concerns about the security and safety of chemical production and distribution.

Like most major corporations, Corteva is the target of industrial espionage, including cyber-attacks, from time to time. Corteva has determined that these incidents have resulted, and could result in the future, in unauthorized parties gaining access to certain confidential business information. However, to date, Corteva has not experienced any material financial impact, changes in the competitive environment or impact on business operations from these events. Although management does not believe that Corteva has experienced any material losses to date related to industrial espionage and security breaches, including cybersecurity incidents, there can be no assurance that Corteva will not suffer such losses in the future.

Corteva faces risks arising from various unasserted and asserted litigation matters arising out of the normal course of its current and former business operations, including intellectual property, commercial, product liability, environmental and antitrust lawsuits. Corteva has noted a trend in public and private suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public and the environment, including waterways and watersheds. Claims alleging harm to the public and the environment may be brought against Corteva, notwithstanding years of scientific evidence and regulatory determinations supporting the safety of crop protection products. The litigation involving Monsanto’s Roundup® non-selective glyphosate containing weedkiller products has resulted in negative publicity and sentiment and may lead to similar suits with respect to glyphosate-containing products and/or other established crop protection products. Claims and allegations that Corteva’s products or products that Corteva manufactures or markets on behalf of third parties are not safe could result in litigation, damage to Corteva’s reputation and have a material adverse effect on Corteva’s business. It is not possible to predict the outcome of these various proceedings and any potential impact on Corteva. An adverse outcome in any one or more of these matters may result in losses not fully covered by Corteva's insurance policies, and could be material to Corteva's financial results. Various factors or developments can lead to changes in current estimates of liabilities. Such factors and developments may include, but are not limited to, additional data, safety or risk assessments, as well as a final adverse judgment, significant settlement or changes in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on Corteva.

The company, pursuant to the respective Separation Agreements, is entitled to cost sharing and indemnification from Chemours,The Chemours Company ("Chemours"), Dow and DuPont, as applicable, for certain litigation, environmental, workers’ compensation and other liabilities related to its historical operations. In connection with the recognition of liabilities related to these matters, Corteva records an indemnification asset when recovery is deemed probable. These estimates of recovery are subject to various factors and developments that could result in differences from future estimates or the actual recovery. As of December 31, 2024,2025, the indemnification assets pursuant to the Chemours Separation Agreement and the Corteva Separation Agreement are in aggregate $90$242 million within accounts and notes receivable - net and $423$733 million within other assets in the company’s Consolidated Balance Sheets. Any failure by, or inability to pay, these liabilities in line with the indemnification provisions of the Separation Agreements may have a material adverse effect on Corteva and its financial condition and results of operations.

Corteva is dependent on third parties in the research, development and commercialization of its products and enters into transactions including, but not limited to, supply agreements, licensing agreements, and manufacturing agreements in connection with Corteva’s business. The majority of Corteva’s corn hybrids and soybean varieties sold to customers contain biotechnology traits that Corteva licenses from third parties under long-term licenses.license agreements. If Corteva loses its rights under such licenses, it could negatively impact Corteva’s ability to obtain future licenses on competitive terms, commercialize new products and generate sales from existing products. Corteva may elect to out-license its technology, including germplasm. There can be no guarantee that such out-licensing will not ultimately strengthen Corteva’s competition thereby adversely impacting Corteva’s results of operations.

From time-to-time, Corteva evaluates acquisition candidates that may strategically fit Corteva’s business and/or growth objectives, along with making investments in strategic technologies through its Corteva Catalyst platform. If Corteva is unable to successfully integrate and develop acquired businesses, including its growth in biologicals, Corteva could fail to achieve expected increases in revenues and operating results, as well as anticipated investment returns, synergies and cost savings, which could have a material adverse effect on Corteva’s financial results. Corteva continually reviews its portfolio of assets for contributions to its objectives and alignment with its strategy. However, Corteva may not be successful in separating underperforming or non-strategic assets and gains or losses on the divestiture of, or lost operating income from, such assets, which may affect Corteva’s earnings. Moreover, Corteva might incur asset impairment charges related to acquisitionsits investments and acquisitions, or divestitures that reduce its earnings. In addition, if the execution of these transactions, investments, or portfolio actions is not successful, it could adversely impact Corteva’s financial condition, cash flows and results of operations.operations and cash flows.

Through Corteva's ownership of EIDP, Corteva maintains the EIDP defined benefit pension and other post-employment benefit plans. For some of these plans, including EIDP’s principal U.S. pension plan, Corteva continues as sponsor for the entire plan regardless of whether participants, including retirees, are or were associated with EIDP’s agriculture business. Corteva uses many assumptions in calculating itsthe expected future payment obligations under these plans. Significant adverse changes in credit or market conditions could result in actual rates of returns on pension investments being lower than assumed. In addition, expected future payment obligations may be adversely impacted by changes in assumptions regarding participants, including retirees. In 2025, Corteva expects to contribute approximately $40 million to its pension plans other than the principal U.S. pension plan, and about $105 million for its other post-employment benefit ("OPEB") plans. While not anticipated for 2025, Corteva may make discretionary contributions to the principal U.S. pension plan. Corteva, furthermore, may be required to make significant contributions to its pension plans in the future, which could adversely affect Corteva’s results of operations, liquidity and financial condition.

Government-pandemic or epidemic responses can significantly impact economic activity and markets around the world. Future outbreaks or pandemics could negatively impact customer demand and the company's business, financial condition, and results of operations in numerous ways, including but not limited to increased market volatility that impacts the company's hedging, financial forecasting, and liquidity, including its access to capital markets and delays or modifications to the company's strategic plans and productivity initiatives.

Corteva has established certain strategies, commitments and initiatives as part of its sustainability programs. Execution of these strategies and the achievements of Corteva’s sustainability commitments are subject to certain riskrisks and uncertainties, including regulatory action or inaction, changes in public or investor sentiment, and resource availability, many of which are out of its control. Failure to achieve its sustainability commitments within the expected timeframes and cost effectively could damage Corteva’s reputation, customer and investor relationships, or its access to financing. Further, dissatisfaction with such a failure could cause stockholders to reduce their ownership holdings, all of which, in turn could adversely affect Corteva’s business, financial condition, results of operations and cash flows and reduce its stock price.

Competitors are increasingly challenging intellectual property positions and the outcomes to these challenges, including those with Inari and Bayer,Inari, can be highly uncertain and negatively impact the value of Corteva's intellectual property and investment return on its research and development. Additionally, Corteva has been subject to claims that its products violate third party intellectual property rights. Defending such claims, even those without merit, could beis time-consuming and expensive. In addition, any such claim could result in Corteva’s having to enter into, or continue, license agreements, develop non-infringing products or engage in litigation that could be costly. If challenges are resolved adversely, it could negatively impact Corteva’s ability to obtain licenses on competitive terms, develop and commercialize new products, generate sales from existing products or reduce its reliance on licensed technologies.

The company is dependent to a certain extent on DuPont and Dow to maintain and enforce certain of the intellectual property licensed under the Intellectual Property Cross-License Agreements. For example, DuPont and Dow are responsible for filing, prosecuting and maintaining (at their respective discretion) patents on trade secrets and know-how that they each respectively license to Corteva. They also have the first right to enforce their respective trade secrets and know-how licensed to Corteva. If DuPont or Dow, as applicable, fails to fulfill its obligations or chooses to not enforce the licensed patents, trade secrets or know-how under the Intellectual Property Cross-License Agreements, the company may not be able to prevent competitors from making, using and selling competitive products and services.

The Corteva Separation and related transactions may expose Corteva to potential liabilities arising out of state and federal fraudulent conveyance laws

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 the company’sCorteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; sustainability commitmentstargets and strategiesinitiatives; 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; (vvi) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vivii) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (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; (xixii) effect of volatility in the company's input costs; (xiixiii) risks related to the company's global operations; (xiiixiv) effect of industrial espionage and other disruptions to the company's supply chain, information technology or network systems; (xivxv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separationCorteva of CortevaSeparation; (xvxvi) impact of the company's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvixvii) failure of the company's customers to pay their debts to the company, including customer financing programs; (xviixviii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xviiixix) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the company; (xixxx) increases in pension and other post-employment benefit plan funding obligations; (xxxxi) risks related to pandemics or epidemics; (xxi) EIDP's material weakness; (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) otherrisks related to Corteva's Separation from DowDuPont; and (xxvii) risks related to Corteva’s Proposed Separation, including, but not limited to, whether the Separationobjectives of the proposed separation will be achieved; the terms, structure, benefits and costs of any action or transaction resulting from DowDuPont.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 the companyCorteva is unable to currently identify or that the companyCorteva 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 the company'sCorteva'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. The companyCorteva 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 section titled “Risk Factors” (Part I, Item 1A of this Form 10-K).

•The company reported net sales of $16,908$17,401 million, aan decreaseincrease of 23 percent versus the year ended December 31, 2023,2024, reflecting a 1 percent decreaseincrease in price,price and a 3 percent unfavorableincrease currencyin impact,volume, partially offset by a 21 percent increaseunfavorable incurrency volume.impact.

•Cost of goods sold ("COGS") totaled $9,529$9,172 million, down from $9,920$9,529 million for the year ended December 31, 2023,2024, primarily driven by favorable currency effects, ongoing cost and productivity actions, Crop Protection raw material deflationdeflation, lower commodity prices, and a reduction in Seednet royalty expense, with a partial offset from increasedhigher commodity prices.volumes.

•Restructuring and asset related charges - net were $288$146 million, a decrease from $336$288 million for the year ended December 31, 2023.2024. The charges for the year ended December 31, 20242025 primarily relate to asset related charges, severance and related benefit costs, contract termination charges, and decommissioning and demolition costs associated with the Crop Protection Operations Strategy Restructuring Program and non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.Program.

•Operating EBITDA was $3,376$3,848 million, downup from $3,381$3,376 million for the year ended December 31, 2023,2024, primarily driven by volume growth, favorable Seed price and product mix, ongoing cost and productivity benefits and net royalty improvement, partially offset by continued investment in research and development, additional commissions and compensation expense, competitive Crop Protection pricing and continuedunfavorable investmentcurrency ineffects. Seed research and development, partially offset by Seed pricing gains, the reduction of royalty expense and ongoing cost and productivity actions. Refer toSee page 44 for further discussion of the company's Non-GAAP financial measures.

•On July 29, 2024,2025, the company's Board of Directors approved aan 6.25approximately 6 percent increase in the quarterly common stock dividend from $0.16$0.17 per share to $0.17$0.18 per share.

•Focus on Execution – the company will focus on a value creation framework and its four key catalystsincluding: (1) the delivery of top tier technology in our prioritized core markets and crops whilewith achievinga best-in-classcontinued costfocus performanceon differentiation and yield advantage; (2) a continued move towards market share gains in Seed royaltytrait neutralityout-licensing market; (3) a continued improvement in our product mix to strengthen focus on differentiation and yield advantage; and (4) operational improvements focused on driving pricecost and productivity improvements.benefits; and (4) completing the intended separation into two industry-leading public companies in the second half of 2026.

•Deploy capital with discipline – the company aims to prioritize investment, organic and inorganic growth, M&A opportunities and returning cash to shareholders.

The company expects to record aggregate pre-tax restructuring and asset related charges of $650 million to $700 million, comprised of $85 million to $105 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges, and $245 million to $255 million of costs related to exiting the company's production activities and ceasing operations (inclusive of contract terminations and decommissioning and demolition costs and contract terminations). Decommissioning and demolition costs are expensed on an as-incurred basis. Reductions in workforce are subject to local regulatory requirements. Through the year ended December 31, 2024,2025, the company recorded net pre-tax restructuring and asset related charges of $461$611 million inception-to-date under the Crop Protection Operations Strategy Restructuring Program, consisting of $91$102 million of severance and related benefit costs, $327$340 million of asset-related and impairment charges, $10$70 million of decommissioning and demolition costs and $33$99 million of costs related to contract terminations.

COGSR&D expense was $9,920$1,474 million (588 percent of net sales) for the year ended December 31, 20232025 comparedand to $10,436$1,402 million (608 percent of net sales) for the year ended December 31, 2022.2024. The decreaseincrease in R&D expense is in support of the company's long-term growth plans and was primarily driven by lower volumes, ongoing cost and productivity actions and a decrease in royalty expense, partially offset by higher inputemployee costs,compensation which are primarily macro-economic driven. The macro-economic driven trends arecosts due to inflationaryvariable pressurescompensation impactingincreases, rawas materialwell inputs,as whichhigher werecontractor, expectedconsulting toand improvefield, inlab 2024.and facilities costs.

Restructuring and asset related charges - net were $288 million for the year ended December 31, 2024, which was primarily comprised of a $232 million charge associated with the Crop Protection Operations Strategy Restructuring Program and a $55 million net charge from non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits. The $232 million charge associated with the Crop Protection Operations Strategy Restructuring Program was primarily comprised of $91 million of severance and related benefit costs, $101 million of asset related charges, $10 million in decommissioning and demolition costs and $30 million of contract termination charges.

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

OtherEIDP’s incomeinterest (expense) - net was $(448)$180 million and $233 million for the yearyears ended December 31, 20232025 and $(60)2024, millionrespectively. forThe the year ended December 31, 2022. Higher other expensechange was primarily driven by the items noted on page 36, under the header “OtherInterest Income (Expense) – Net – 20232025 versus 2022.2024." See EIDP Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements, for further information.

For the year ended December 31, 2024,2025, EIDP had an effective tax rate of 32.028.7 percent on pre-tax income from continuing operations of $1,314$1,688 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 20242025". See Note 3 - Income Taxes, to the EIDP Consolidated Financial StatementsStatements, for further information.

For the year ended December 31, 2023,2024, EIDP had an effective tax rate of 13.732.0 percent on pre-tax income from continuing operations of $1,073$1,314 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 20232024." and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc. See Note 3 - Income Taxes, to the EIDP Consolidated Financial StatementsStatements, for further information.

For the year ended December 31, 2022,2023, EIDP had an effective tax rate of 14.413.7 percent on pre-tax income from continuing operations of $1,381$1,073 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 20222023" and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc. See Note 3 - Income Taxes, to the EIDP Consolidated Financial StatementsStatements, for further information.

The company operates in two reportable segments: Seed and Crop Protection. The company’s Seed segment is a global leader in developing and supplying advancedcommercial seed combining superior germplasm andwith advanced traits thatto produce optimumhigh yield potential for farmsfarmers around the world. The segment offers seed and trait technologies that improve resistance to weather, disease,diseases, insectspests and enhance food and nutritional characteristics, herbicides used to controlmanage weeds,weeds. andIts 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. 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.

The following is a summary of results from continuing operations for the three months ended MarchJune 31,30, 2026:

•The company reported net sales of $4,905$6,379 million, updown 111 percent versus the same quarter last year, reflecting a 63 percent increasedecrease in volume, apartially 4offset percent favorable impact from currency andby a 1 percent increase in price.price and a 1 percent favorable impact from currency.

•Cost of goods sold totaled $2,372$2,718 million in the firstsecond quarter of 2026, updown from $2,342$2,932 million in the firstsecond quarter of 2025, which was driven by volume growth, with a partial offset from netongoing cost and productivity benefitsactions, anda reduction in net royalty improvement.expense and lower volumes.

•Restructuring and asset related charges - net were $92$49 million in the firstsecond quarter of 2026, ana increasedecrease from $22$79 million in the firstsecond quarter of 2025. The charges for the three months ended MarchJune 31,30, 2026 were primarily comprised of severance and related benefit costscosts, associatedasset withrelated the 2026 Restructuring Actions, and contract termination charges andcharges, decommissioning and demolition costs associatedand withcontract terminations under the Crop Protection Operations Strategy Restructuring Program.

•Operating EBITDA was $1,438$2,261 million for the three months ended MarchJune 31,30, 2026, up from $1,189$2,164 million for the three months ended MarchJune 31,30, 2025, primarily driven by volumemore growth,favorable pricing gains,and mix, reductions in net royalty expense, ongoing cost and productivity benefits, net royalty improvementactions and favorable currencyimpact effects,of currency, partially offset by higherlower selling expensevolumes and higher compensation.research and development expenses. 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 threesix months ended MarchJune 31,30, 2026:

•The company returned approximately $370$740 million to shareholders during the threesix months ended MarchJune 31,30, 2026 under its previously announced share repurchase programs and through common stock dividends.

1.Represents U.S. &and Canada.

R&D expense was $341$388 million (76 percent of net sales) and $335$375 million (86 percent of net sales) for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $729 million (6 percent of net sales) and $710 million (7 percent of net sales) for the six months ended June 30, 2026 and 2025, respectively. The increase in R&D expense is in support of the company'scompany’s long-term investment plans and was primarily driven by unfavorable currency impacts and increases in salaries, depreciation,contract labor and field, lab and facilities costs, partially offset by cost recoveries received from third parties.

SG&A expenses were $877$1,164 million (18 percent of net sales) and $751$1,156 million (1718 percent of net sales) for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The change was primarily driven by unfavorable currency impacts and an increase in badstock-based debt expense, variable compensation, commissions, consulting fees,compensation and personnel and information technology costs.costs, partially offset by lower bad debt expense, legal support fees, commissions and variable compensation.

Intangible asset amortization was $160$194 million and $162$161 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $354 million and $323 million for the six months ended June 30, 2026 and 2025, respectively. The change 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 were $92$49 million and $22$79 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $141 million and $101 million for the six months ended June 30, 2026 and 2025, respectively. The charges in the firstsecond quarter of 20262026, as well as the second quarter and first half of 2025, primarily relateconsisted toof severance and related benefitsbenefit costscosts, associatedasset withrelated the 2026 Restructuring Actions, and contract termination charges andcharges, decommissioning and demolition costs associatedand withcontract terminations under the Crop Protection Operations Strategy Restructuring Program. The charges in the first quarterhalf of 20252026 primarilyalso relate to charges associated with the Crop Protection Operations Strategy Restructuring Program, consisting ofincluded severance and related benefit costs,costs assetunder relatedthe charges,2026 andRestructuring decommissioning and demolition costs.Actions.

Other income (expense) - net was $(117115) million and $15$103 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Higher other expense was driven by anlitigation increasesettlements inand higher net exchange losseslosses, comparedas well as the absence of the receipt of insurance proceeds related to prior yearsignificant anditems higher miscellaneous expenses, which are largely driven by a settlement charge associated withduring the Cropsecond Protectionquarter loyaltyof program multi-district litigation plaintiffs and tax expense related to intellectual property realignment.2025.

Interest expense was $36$47 million and $36$52 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $83 million and $88 million for the six months ended June 30, 2026 and 2025, respectively. The resultsdecreases reflectwere driven by lower short-term borrowingsborrowing offset by higher interest for long-term debt.rates.

The company'scompany’s provision for income taxes on continuing operations was $117$408 million for the three months ended MarchJune 31,30, 20252026 on pre-tax income from continuing operations of $784$1,625 million, resulting in an effective tax rate of 14.925.1 percent. The effective tax rate was favorablyunfavorably impacted by a $55$50 million deferred tax benefitcharge associated with athe changeDiscretionary inPension aContribution, legalvaluation entity’sallowances U.S.on certain foreign tax characterization,credits, 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. Those unfavorable impacts were partially offset by $9 million of net tax benefits associated with changes in deferred taxes and accruals for certain prior year tax positions.

Income (loss) from discontinued operations after tax was $(252) million and $(1154) million for the three and six months ended MarchJune 31,30, 2026 and 2025,2026, respectively. The after-tax chargeresult for the three and six months ended MarchJune 31,30, 2026 and 2025 was driven by charges recognized relating to the MOU with Chemours and DuPont, relatingcomprised toof litigation charges as well as PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility,activities, along with other environmental matters.

Summarized below are comments on individual segment net sales and segment operating EBITDA for the three and six months ended MarchJune 31,30, 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 and six months ended MarchJune 31,30, 2026 and 2025 is included in Note 17 - Segment Information, to the interim Consolidated Financial Statements.

Seed net sales were $3,023$4,532 million in the firstsecond quarter of 2026, upflat 12with percent from $2,707$4,537 million in the firstsecond quarter of 2025. The flat sales increase over the prior period was driven by a 6 percent increase in volume, a 3 percent increase in price, andpartially offset by a 3 percent favorabledecrease impactin volume. The increase in pricing and mix was driven by demand for top technology and increased out-licensing income, while the decline in volume was driven by timing shifts in North America and Brazil, coupled with the acreage shift from currency.corn to soybean in North America and corn to sunflower in EMEA.

Segment operating EBITDA was $1,034$1,966 million in the firstsecond quarter of 2026, up 236 percent from $842$1,863 million in firstsecond quarter of 2025. Volume,The priceimprovement execution,was driven by more favorable pricing and mix, reductions in net royalty expense, and ongoing cost and productivity benefits,actions, and net royalty improvementwhich more than offset higherlower sellingvolumes, increased research and development expense and compensation.functional cost. Segment operating EBITDA margin improved by approximately 310230 basis points versus the prior-year period.

Crop Protection net sales were $1,882$1,847 million in the firstsecond quarter of 2026, updown 104 percent from $1,710$1,919 million in the firstsecond quarter of 2025. The sales increasedecrease over the prior period was driven by a 64 percent increasedecrease in volumeprice and a 62 percent favorabledecrease impactin from currency,volume, partially offset by a 2 percent favorable impact from currency. The price decline was primarily due to the competitive pricing environment in Latin America. The decrease in price.volume was driven primarily by channel purchase timing in North America, coupled with dry weather in EMEA, partially offset by broad-based volume growth in Asia Pacific. Favorable currency impacts were led by the Brazilian Real and the Euro.

Segment operating EBITDA was $434$342 million in the firstsecond quarter of 2026, up 152 percent from $377$334 million in the firstsecond quarter of 2025. VolumeOngoing growth,cost and productivity savings,actions and favorable currency impacts more than offset pricethe pressure,unfavorable higherimpact sellingof expensevolume and aLatin chargeAmerica relatedprice to intellectual property realignment.pressure. Segment operating EBITDA margin improved by approximately 100110 basis points versus the prior-year period.

1.Relates to aestimated settlement chargesettlements associated with various lawsuits filed as described in the Cropsection Protectionentitled loyalty“Federal programTrade multi-districtCommission litigationInvestigation” plaintiffs. Seewithin Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.Statements.

4.The5.The tax only significant item benefit for the threesix months ended MarchJune 31,30, 2025 reflects a deferred tax benefit associated with a change in a legal entity's U.S. tax characterization.

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 threesix months ended MarchJune 31,30, 2026.

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, including the Bayer resolution payment and the FMC rimisoxafen prepayment, as well as 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 had access to approximately $6.7$6.1 billion, $6.2 billion and $6.1$6.2 billion at MarchJune 31,30, 2026, December 31, 2025 and MarchJune 31,30, 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.

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 MarchJune 31,30, 2026, the company was in compliance with these covenants.