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Corteva

CortevaCTVA決算レポート

NYSE · Materials · Fertilizers & Agricultural Chemicals

Corteva, Inc. is an American company devoted to products for seeds and crop protection, including herbicides, insecticides, fungicides, and biologicals that are sold in 110 countries. The company's name combines "cor" with "teva". It is headquartered in Indianapolis, Indiana. Corteva sells a large portion of their seeds under the Pioneer Hi-Bred International brand.

What changed in Corteva's 10-K — 2024 vs 2025

Top changes in Corteva's 2025 10-K

415 paragraphs added · 437 removed · 283 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

39 edited+70 added−12 removed60 unchanged
No portion of the company's website mentioned in this report, or the materials contained on it, have been made part of this annual report on Form 10-K or incorporated herein by reference, unless such incorporation is specifically mentioned herein. 11 Table Of Contents Part I ITEM 1A.
No portion of the company's website mentioned in this report, or the materials contained on it, have been made part of this annual report on Form 10-K or incorporated herein by reference, unless such incorporation is specifically mentioned herein. 10 Table Of Contents Part I ITEM 1A.
BUSINESS, continued Beginning in January 2022, before registering any new conventional pesticide active ingredient, the EPA evaluates the potential effects on listed species and their designated critical habitats under the Endangered Species Act (the “ESA”). The EPA also has initiated such evaluations for certain other active ingredients in response to existing or threatened litigation.
Beginning in January 2022, before registering any new conventional pesticide active ingredient, the EPA evaluates the potential effects on listed species and their designated critical habitats under the Endangered Species Act (the “ESA”). The EPA also has initiated such evaluations for certain other active ingredients in response to existing or threatened litigation.
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.
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 condition.
Pesticides and microorganisms containing GMOs are regulated by the Environmental Protection Agency (the “EPA”) pursuant to the Federal Insecticide, Fungicide and Rodenticide Act (the “FIFRA”) and the Toxic Substances Control Act. The EPA assesses the trait or the stack containing the traits to ensure that there is no unreasonable adverse effect to the environment.
Pesticides and microorganisms containing GMOs are regulated by the U.S. Environmental Protection Agency (the “EPA”) pursuant to the Federal Insecticide, Fungicide and Rodenticide Act (the “FIFRA”) and the Toxic Substances Control Act. The EPA assesses the trait or the stack containing the traits to ensure that there is no unreasonable adverse effect to the environment.
The failure to receive necessary permits or approvals could have near- and long-term effects on Corteva’s ability to produce and sell some current and future products. The successful development and commercialization of Corteva's pipeline products will be necessary for Corteva's growth.
The failure to receive necessary permits or approvals, or the invalidation thereof, could have near- and long-term effects on Corteva’s ability to produce and sell some current and future products. The successful development and commercialization of Corteva's pipeline products will be necessary for Corteva's growth.
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-political 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.
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, geopolitical 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.
Business and/or supply chain disruptions may also be caused by security breaches, which could include, for example, ransomware attacks and attacks on information technology and infrastructure by hackers, viruses, breaches due to employee error or actions or other disruptions.
RISK FACTORS, continued Business and/or supply chain disruptions may also be caused by security breaches, which could include, for example, ransomware attacks and attacks on information technology and infrastructure by hackers, viruses, breaches due to employee error or actions or other disruptions.
When the U.S. Fish and Wildlife Service and the National Marine Fisheries Service add additional listed specifies, the EPA may initiate new ESA evaluations.
When the U.S. Fish and Wildlife Service and the National Marine Fisheries Service add additional listed species, the EPA may initiate new ESA evaluations.
Regulatory Considerations Our Seed and Crop Protection products and operations are subject to certain approval procedures, manufacturing requirements and environmental protection laws and regulations in the jurisdictions in which we operate.
ITEM 1. BUSINESS, continued Regulatory Considerations Our seed and crop protection products and operations are subject to certain approval procedures, manufacturing requirements and environmental protection laws and regulations in the jurisdictions in which we operate.
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.
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. 15 Table Of Contents Part I ITEM 1A.
Antitrust and competition enforcement actions, including the current FTC and related state attorney general lawsuits pending against Corteva, may result in regulators imposing fines, penalties, or restrictions on a company’s business practices in a manner that may significantly impact its results of operations.
Antitrust and competition enforcement actions, including the current FTC and related state attorney general lawsuits pending against Corteva, may result in regulators imposing fines, penalties, or restrictions on a company’s business practices in a manner that may significantly impact its results of operations. Changes in agricultural and related policies of governments and international organizations may prove unfavorable.
Scrutiny from regulators in the U.S. and abroad may intensify as Corteva’s business presence grows. This scrutiny and related investigations, even when not resulting in an enforcement action, may result in damage to a company’s reputation, significant defense expense, as well as become a distraction to management.
Scrutiny from regulators in the U.S. and abroad may intensify as Corteva’s business presence grows or as industry concentration increases. This scrutiny and related investigations, even absent an enforcement action, may result in damage to a company’s reputation, significant defense expense, as well as become a distraction to management.
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 registrations and/or challenge the way federal or state governmental entities apply the rules and regulations governing pesticide produce use.
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 registrations, including those for Enlist One ® , and/or challenge the way federal or state governmental entities apply the rules and regulations governing pesticide produce use.
If Corteva is not able to fully offset the effects of higher input costs, it could have a significant impact on its financial results. 15 Table Of Contents Part I ITEM 1A. RISK FACTORS, continued Corteva’s operations outside the United States are subject to risks and restrictions, which could negatively affect Corteva’s business, results of operations and financial condition.
If Corteva is not able to fully offset the effects of higher input costs, it could have a significant impact on its financial results. Corteva’s operations outside the United States are subject to risks and restrictions, which could negatively affect Corteva’s business, results of operations and financial condition.
For certain crop protection applications, we rely on the availability of data from the U.S. Department of Health and Human Services to address potential risks to human health. 10 Table Of Contents Part I ITEM 1.
For certain crop protection applications, we rely on the availability of data from the U.S. Department of Health and Human Services to address potential risks to human health.
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 may retaliate through the imposition of their own trade restrictions and/or increased tariffs in response to substantial changes to U.S. tariff, trade and tax policies, including those being evaluated by the Trump administration.
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 other countries retaliating by purchasing 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.
When possible, Corteva purchases raw materials through negotiated long-term contracts to minimize the impact of price fluctuations. Corteva also enters into over-the-counter and exchange traded derivative commodity instruments to hedge its exposure to price fluctuations on certain purchases.
Significant variations in input costs affect Corteva’s operating results from period to period. When possible, Corteva purchases raw materials through negotiated long-term contracts to minimize the impact of price fluctuations. Corteva also enters into over-the-counter and exchange traded derivative commodity instruments to hedge its exposure to price fluctuations on certain purchases.
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.
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.
Corteva’s business is subject to various competition and antitrust, rules and regulations around the world, and as the size of its business grows, scrutiny of its business by legislators and regulators in these areas may intensify. In July 2021, the Biden administration issued an executive order promoting competition in the American economy.
Corteva’s business is subject to various competition and antitrust, rules and regulations around the world, and as the size of its business grows, scrutiny of its business by legislators and regulators in these areas may intensify.
Changes in agricultural and related policies of governments and international organizations may prove unfavorable. 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 create incentives for farmers, including those established by the U.S.
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.
RISK FACTORS, continued 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.
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.
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.
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 11 Table Of Contents Part I ITEM 1A.
Corteva actively manages currency exposures that are associated with net monetary asset positions and committed purchases. Corteva’s business, results of operations and financial condition could be adversely affected by industrial espionage and other disruptions to its supply chain, information technology or network systems.
Corteva’s business, results of operations and financial condition could be adversely affected by industrial espionage and other disruptions to its supply chain, information technology or network systems.
In addition, Corteva’s manufacturing processes consume significant amounts of raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond Corteva’s control. Corteva refers to these costs collectively as input costs. Significant variations in input costs affect Corteva’s operating results from period to period.
For example, Corteva’s production costs vary, especially on a seasonal basis where changes in weather influence supply and demand. In addition, Corteva’s manufacturing processes consume significant amounts of raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond Corteva’s control. Corteva refers to these costs collectively as input costs.
GMOs in food are regulated by the Food and Drug Administration (the “FDA”) under the Federal Food, Drug, and Cosmetic Act (the “FFDCA”). The FDA ensures that the food is safe for food and feed.
The APHIS assesses the trait to ensure that the trait will not pose a plant pest and is not a noxious weed. GMOs in food are regulated by the U.S. Food and Drug Administration (the “FDA”) under the Federal Food, Drug, and Cosmetic Act (the “FFDCA”). The FDA ensures that the food is safe for food and feed.
Farm Bill, may be modified or discontinued. However, it is difficult to predict accurately whether, and if so when, such changes will occur.
Farm Bill, can be temporary in nature, or may be modified or discontinued. 12 Table Of Contents Part I ITEM 1A. RISK FACTORS, continued However, it is difficult to predict accurately whether, and if so when, such changes will occur.
At the same time, certain products are coming off patent and are thus available to generic manufacturers for production and commercialization.
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.
RISK FACTORS, continued Costs and capital expenditures relating to environmental, health or safety matters are subject to evolving regulatory requirements and depend on the timing of the promulgation and enforcement of specific standards which impose the requirements.
Consistent with past practice, these sites continue to be monitored, investigated and remediated for soil and groundwater contamination, as applicable. Costs and capital expenditures relating to environmental, health or safety matters are subject to evolving regulatory requirements and depend on the timing of the promulgation and enforcement of specific standards which impose the requirements.
Regulation of Genetically Modified Organisms (“GMOs”) and Gene Editing Genetically modified seed products are subject to regulatory approval processes and procedures. For example, in the United States, the Coordinated Framework for Regulation of Biotechnology governs genetically modified or gene edited organisms, using existing U.S. legislation and legal authorities on food, feed and environmental safety.
For example, in the United States, the Coordinated Framework for Regulation of Biotechnology governs genetically modified or gene edited organisms, using existing U.S. legislation and legal authorities on food, feed and environmental safety. Plant GMOs are regulated by the U.S. Department of Agriculture’s (the “USDA”) Animal and Plant Health Inspection Service (the “APHIS”) under the Plant Protection Act.
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.
Further, Corteva’s largest currency exposures are the Brazilian real, Euro, 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.
Risks Related to Our Operations Our business, financial condition and results of operations could be materially affected by disruptions in the global economy caused by geopolitical and military conflicts.
If a competitor were to successfully establish an intermediary platform for distribution of Corteva’s products, it may disrupt Corteva’s distribution model. In such a circumstance, Corteva’s sales may be adversely affected. Risks Related to Our Operations Our business, financial condition and results of operations could be materially affected by disruptions in the global economy caused by geopolitical and military conflicts.
Additionally, any losses from such an event may be excluded from, or in excess of the coverages provided by Corteva's insurance policies. 16 Table Of Contents Part I
Additionally, any losses from such an event may be excluded from, or in excess of the coverages provided by Corteva's insurance policies. Corteva’s business, results of operations and financial condition could be adversely affected by environmental, litigation and other commitments and contingencies.
Further escalation or expansion of economic disruption or in the scope of global or regional conflicts could have a material adverse effect on our results of operations. Volatility in Corteva’s input costs, which include raw materials and production costs, could have a significant impact on Corteva’s business, results of operations and financial condition.
RISK FACTORS, continued Volatility in Corteva’s input costs, which include raw materials and production costs, could have a significant impact on Corteva’s business, results of operations and financial condition. Corteva’s input costs are variable based on the costs associated with production or with raw materials Corteva uses.
As a result, Corteva continues to face significant competitive challenges. 14 Table Of Contents Part I ITEM 1A. RISK FACTORS, continued Corteva’s sales to its customers may be adversely affected should a company successfully establish an intermediary platform for the sale of Corteva’s products or otherwise position itself between Corteva and its customers.
Corteva’s sales to its customers may be adversely affected should a company successfully establish an intermediary platform for the sale of Corteva’s products or otherwise position itself between Corteva and its customers. Corteva services customers in part through the Pioneer direct sales channel in key agricultural geographies, including the United States.
These lawsuits may subject products to additional use limitations and labeling requirements and further studies, as well as result in registrations being revoked, in whole or in part. The company's European operations are subject to the European chemical regulation REACH (“Registration, Evaluation, Authorisation, and Restriction of Chemicals”) and the CLP (“Classification, Labeling, and Packaging of Substances and Mixtures”).
These lawsuits may subject products to additional use limitations and labeling requirements and further studies, as well as result in registrations being revoked, in whole or in part. 9 Table Of Contents Part I ITEM 1.
Climate change may also affect the availability and suitability of arable land and contribute to unpredictable shifts in the average growing season and types of crops produced.
Climate change may also affect the availability and suitability of arable land and contribute to unpredictable shifts in the average growing season, pest pressures and types of crops produced. Corteva participates in an industry that is highly competitive and has undergone consolidation, which could increase competitive pressures. Corteva currently faces significant competition in the markets in which it operates.
Other jurisdictions also have rigorous approval processes, procedures and scientific testing requirements for the approval of crop protection products. We continue to monitor legislative and regulatory developments related to pollution and other environmental health and safety matters.
We continue to monitor legislative and regulatory developments related to pollution and other environmental health and safety matters.
Failure to comply with these regulations or future regulatory bans and requirements related to our products and their use may materially impact our financial performance. The increase in timelines for regulatory approvals may result in the company not achieving its sustainability targets, or its anticipated returns on research and development investments.
Failure to comply with these regulations or future regulatory bans and requirements related to our products and their use may materially impact our financial performance. Regulation of Genetically Modified Organisms (“GMOs”) and Gene Editing Genetically modified seed products are subject to regulatory approval processes and procedures.
Although Corteva has operations throughout the world, Corteva’s sales outside the United States in 2024 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.
Furthermore, significant changes in trade, tax, and other related policies or enforcement may pose business and financial risks, including raising the cost of manufacturing inputs and altering customer demands. Although Corteva has operations throughout the world, Corteva’s sales outside the United States in 2025 were principally to customers in Brazil, Eurozone countries, and Canada.
Removed
ITEM 1. BUSINESS, continued Competition The company competes with producers of seed germplasm, trait developers, and crop protection products on a global basis. The global market for products within the industry is highly competitive and the company believes competition has and will continue to intensify.
Added
BUSINESS, continued The company's European operations are subject to the European chemical regulation REACH (“Registration, Evaluation, Authorisation, and Restriction of Chemicals”) and the CLP (“Classification, Labeling, and Packaging of Substances and Mixtures”). Other jurisdictions also have rigorous approval processes, procedures and scientific testing requirements for the approval of crop protection products.
Removed
Corteva competes based on germplasm and trait leadership, price, quality and cost competitiveness and the offering of a holistic solution. The company’s key competitors include BASF, Bayer, FMC, Syngenta and ChemChina, as well as companies trading in generic crop protection chemicals and regional seed companies.
Added
Regulatory standards and trial procedures are continuously changing.
Removed
Environmental Matters Information related to environmental matters is included in several areas of this report: (1) Environmental Proceedings beginning on page 27; (2) Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on pages 58-60; and (3) Note 2 - Summary of Significant Accounting Policies, and Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.
Added
On December 6, 2025, President Trump issued an executive order titled “Addressing Security Risks from Price Fixing and Anti‑Competitive Behavior in the Food Supply Chain.” The order directs the U.S. Department of Justice ("DOJ") and the U.S.
Removed
Plant GMOs are regulated by the U.S. Department of Agriculture’s (the “USDA”) Animal and Plant Health Inspection Service (the “APHIS”) under the Plant Protection Act. The APHIS assesses the trait to ensure that the trait will not pose a plant pest and is not a noxious weed.
Added
Federal Trade Commission ("FTC") to establish Food Supply Chain Security Task Forces focused on investigating anti‑competitive conduct across food supply sectors, including seeds, and, critically, assessing whether control by foreign entities is increasing US food prices or creating national or economic security risks.
Removed
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 12 Table Of Contents Part I ITEM 1A.
Added
As a result, Corteva continues to face significant competitive challenges. 13 Table Of Contents Part I ITEM 1A. RISK FACTORS, continued Recent funding and staff reductions, including at the EPA, the USDA, the FDA and the U.S. Department of Health and Human Services ("HHS"), could hinder our ability to receive timely regulatory approvals.
Removed
Consistent with past practice, these sites continue to be monitored, investigated and remediated for soil and groundwater contamination, as applicable. 13 Table Of Contents Part I ITEM 1A.
Added
Corteva’s genetically modified seed products are subject to regulatory oversight under the Coordinated Framework for the Regulation of Biotechnology, which includes the regulatory authority of the USDA addressing plant safety, as well as the authority of the FDA for food and feed safety.
Removed
The order encouraged further examination and efforts by U.S. regulatory agencies to avoid market concentrations for agricultural inputs, that could challenge the survival of family farms. The executive order also directs the U.S.
Added
Corteva’s pesticidal crop protection products and certain biotechnology developed seed products that express pesticidal traits are also regulated by the EPA to verify that there is no unreasonable adverse effect to the environment.
Removed
Secretary of Agriculture to take action to ensure that the intellectual property system, while still incentivizing innovation, does not also unnecessarily reduce competition in seed and other agricultural input markets beyond what is reasonably contemplated by the U.S. Patent Act and propose strategies for addressing those concerns across intellectual property, antitrust, and other relevant laws.
Added
For Corteva’s crop protection products, the EPA is responsible for registering and overseeing the approval and marketing of pesticides, while the USDA and the FDA monitor levels of pesticide residue permitted on or in crops. See "Part I – Item 1 – Business – Regulatory Considerations" of this report for more information on the regulation of our business.
Removed
Corteva participates in an industry that is highly competitive and has undergone consolidation, which could increase competitive pressures. 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.
Added
Significant staff or funding reductions, along with any extended shutdown of the federal government, may significantly impact the timelines for reviewing our regulatory submissions and re-registrations.
Removed
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. In such a circumstance, Corteva’s sales may be adversely affected.
Added
Longer-term structural changes at relevant federal agencies, including shifts in enforcement focus, review processes, evidentiary standards and resource allocation, may extend the time it takes to commercialize our products, thereby having a material adverse effect on our business, results of operations, and the value of our intellectual property.
Removed
Corteva’s input costs are variable based on the costs associated with production or with raw materials Corteva uses. For example, Corteva’s production costs vary, especially on a seasonal basis where changes in weather influence supply and demand.
Added
Further escalation or expansion of economic disruption or in the scope of global or regional conflicts could have a material adverse effect on our results of operations. 14 Table Of Contents Part I ITEM 1A.
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However, to date, Corteva has not experienced any material financial impact, changes in the competitive environment or impact on business operations from these events.
Added
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.
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As a result of Corteva’s operations, including past operations and those related to divested businesses and discontinued operations of EIDP, Corteva incurs environmental operating costs for pollution abatement activities including waste collection and disposal, installation and maintenance of air pollution controls and wastewater treatment, emissions testing and monitoring and obtaining permits.
Added
Corteva also incurs environmental operating costs related to environmental related research and development activities including environmental field and treatment studies as well as toxicity and degradation testing to evaluate the environmental impact of products and raw materials. In addition, Corteva maintains and periodically reviews and adjusts its accruals for probable environmental remediation and restoration costs.
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Corteva expects to continue to incur environmental operating costs since it will operate global manufacturing, product handling and distribution facilities that are subject to a broad array of environmental laws and regulations. These rules are subject to change by the implementing governmental agency, which Corteva monitors closely.
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Corteva’s environmental policy requires that its operations fully meet or exceed legal and regulatory requirements.
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In addition, Corteva expects to continue certain voluntary programs, and could consider additional voluntary actions, to reduce air emissions, minimize the generation of hazardous waste, decrease the volume of water use and discharges, increase the efficiency of energy use and reduce the generation of persistent, bioaccumulative and toxic materials.
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Costs to comply with complex environmental laws and regulations, as well as internal voluntary programs and goals, are significant and Corteva expects these costs will continue to be significant for the foreseeable future. Over the long-term, such expenditures are subject to considerable uncertainty and could fluctuate significantly.
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Corteva accrues for environmental matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. As remediation activities vary substantially in duration and cost from site to site, it is difficult to develop precise estimates of future site remediation costs.
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Corteva expects to base such estimates on several factors, including the complexity of the geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties (“PRPs”) at multi-party sites and the number of, and financial viability of, other PRPs.
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Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than Corteva’s accruals. 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.
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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.
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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 16 Table Of Contents Part I ITEM 1A.
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RISK FACTORS, continued 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.
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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.
Added
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.
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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.
Added
The company, pursuant to the respective Separation Agreements, is entitled to cost sharing and indemnification from 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.
Added
These estimates of recovery are subject to various factors and developments that could result in differences from future estimates or the actual recovery.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

16 edited+15 added−66 removed31 unchanged
RISK FACTORS, continued The Separation and related transactions may expose Corteva to potential liabilities arising out of state and federal fraudulent conveyance laws Although the company received a solvency opinion from an investment bank confirming that the company and DuPont were each adequately capitalized following the Corteva Distribution, the Separation could be challenged under various state and federal fraudulent conveyance laws.
RISK FACTORS, continued The Corteva Separation and related transactions may expose Corteva to potential liabilities arising out of state and federal fraudulent conveyance laws Although the company received a solvency opinion from an investment bank confirming that the company and DuPont were each adequately capitalized following the Corteva Distribution, the Separation could be challenged under various state and federal fraudulent conveyance laws.
Additionally, the company generally has assumed and is responsible for the payment of its share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DowDuPont, (ii) certain liabilities of Historical DuPont relating to, arising out of or resulting from general corporate matters of Historical DuPont and discontinued and/or divested businesses and operations of Historical DuPont, including its spin-off of Chemours, and (iii) certain separation expenses not otherwise allocated to DuPont or Dow (or allocated specifically to Corteva) pursuant to the Corteva Separation Agreement, and third parties could seek to hold Corteva responsible for DuPont’s or Dow’s share of any such liabilities.
Additionally, the company generally has assumed and is responsible for the payment of its share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DowDuPont, (ii) certain liabilities of Historical DuPont relating to, arising out of or resulting from general corporate matters of Historical DuPont and discontinued and/or divested businesses and operations of Historical DuPont, including its Performance Chemicals spin-off, Chemours, and (iii) certain separation expenses not otherwise allocated to DuPont or Dow (or allocated specifically to Corteva) pursuant to the Corteva Separation Agreement, and third parties could seek to hold Corteva responsible for DuPont’s or Dow’s share of any such liabilities.
Pursuant to the Separation Agreement, the Employee Matters Agreement and the Tax Matters Agreement with DuPont and Dow, the company agreed to assume, and indemnify DuPont and Dow for, certain liabilities for uncapped amounts, which may include, among other items, associated defense costs, settlement amounts and judgments, as discussed further in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, and Part I - Item 3 - Legal Proceedings.
Pursuant to the Separation Agreement, the Employee Matters Agreement and the Tax Matters Agreement with DuPont and Dow, the company agreed to assume, and indemnify DuPont and Dow for, certain liabilities for uncapped amounts, which may include, among other items, associated defense costs, settlement amounts and judgments, as discussed further in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, and Part I - Item 3 - Legal Proceedings.
RISK FACTORS, continued In addition, because of the rapid pace of technological change, the confidentiality of patent applications in some jurisdictions and/or the uncertainty in predicting the outcome of complex proceedings relating to ownership and the scope of patents relating to certain emerging technologies, competitors may be issued patents related to Corteva’s business unexpectedly.
In addition, because of the rapid pace of technological change, the confidentiality of patent applications in some jurisdictions and/or the uncertainty in predicting the outcome of complex proceedings relating to ownership and the scope of patents relating to certain emerging technologies, competitors may be issued patents related to Corteva’s business unexpectedly.
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.
RISK FACTORS, continued 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.
For more information, see Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, and Part I - Item 3 - Legal Proceedings.
For more information, see Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, and Part I - Item 3 - Legal Proceedings.
When unauthorized access and use or counterfeit products are discovered, Corteva may report such situations to governmental authorities for investigation, as appropriate, and takes measures to mitigate any potential impact. Protecting intellectual property related to biotechnology is particularly challenging because theft is difficult to detect and biotechnology can be self-replicating. 20 Table Of Contents Part I ITEM 1A.
When unauthorized access and use or counterfeit products are discovered, Corteva may report such situations to governmental authorities for investigation, as appropriate, and takes measures to mitigate any potential impact. Protecting intellectual property related to biotechnology is particularly challenging because theft is difficult to detect and biotechnology can be self-replicating.
Risks related to the satisfaction of these indemnification obligations and temporarily bearing losses may be increased if DuPont completes the announced spin-off of its electronics business or if other divested businesses of Historical DuPont or Historical Dow do not or are unable to cover their liabilities or satisfy their indemnification obligations.
Risks related to the satisfaction of these indemnification obligations and temporarily bearing losses may be increased if DuPont's electronics business spin-off, Qnity Electronics, Inc., or if other divested businesses of Historical DuPont (including Chemours) or Historical Dow do not or are unable to cover their liabilities or satisfy their indemnification obligations.
These indemnities may not be sufficient to insure the company against the full amount of liabilities it incurs, and DuPont and/or Dow, and/or their historical separated businesses, may not be able to satisfy their indemnification obligations in the future.
In addition, DuPont and Dow have agreed to indemnify Corteva for certain liabilities. These indemnities may not be sufficient to insure the company against the full amount of liabilities it incurs, and DuPont and/or Dow, and/or their historical separated businesses, may not be able to satisfy their indemnification obligations in the future.
If the company is required to make payments pursuant to these indemnities, the company may need to divert cash to meet those obligations and its financial results could be negatively impacted. In addition, DuPont and Dow have agreed to indemnify Corteva for certain liabilities.
Risks Related to the Corteva Separation In connection with the Corteva Separation the company has assumed, and agreed to indemnify DuPont and Dow for, certain liabilities. If the company is required to make payments pursuant to these indemnities, the company may need to divert cash to meet those obligations and its financial results could be negatively impacted.
Even if Corteva takes legal action to protect its rights with respect to such a transaction, these legal costs may be significant. Each of the above risks could materially affect the company’s business, financial condition, results of operations and cash flows. DuPont is currently disputing with Corteva certain provisions of the Separation Agreement and Tax Matters Agreement.
Even if Corteva takes legal action to protect its rights with respect to such a transaction, these legal costs may be significant. Each of the above risks could materially affect the company’s business, financial condition, results of operations and cash flows. 21 Table Of Contents Part I ITEM 1A.
Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY Risk Management and Strategy.
Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.
They also have the first right to enforce their respective trade secrets and know-how licensed to Corteva.
They also have the first right to enforce their respective trade secrets and know-how licensed to Corteva. If 20 Table Of Contents Part I ITEM 1A.
Despite these precautions, Corteva’s intellectual property is vulnerable to infringement, misappropriation and other unauthorized access, including through employee or licensee error or actions, theft and cybersecurity incidents, and other security breaches.
ITEM 1A. RISK FACTORS, continued Corteva has designed and implemented internal controls to restrict use of, access to and distribution of its intellectual property. Despite these precautions, Corteva’s intellectual property is vulnerable to infringement, misappropriation and other unauthorized access, including through employee or licensee error or actions, theft and cybersecurity incidents, and other security breaches.
For example, the licenses granted to Corteva under the agreement will not extend to all fields of use that the company may decide to enter into in the future. These restrictions may make it more difficult, time consuming and/or expensive for Corteva to develop 21 Table Of Contents Part I ITEM 1A.
For example, the licenses granted to Corteva under the agreement will not extend to all fields of use that the company may decide to enter into in the future.
RISK FACTORS, continued and commercialize certain new products and services, or may result in certain of its products or services being later to market than those of its competitors. Risks Related to The Separation In connection with the Separation the company has assumed, and agreed to indemnify DuPont and Dow for, certain liabilities.
These restrictions may make it more difficult, time consuming and/or expensive for Corteva to develop and commercialize certain new products and services, or may result in certain of its products or services being later to market than those of its competitors.
Removed
ITEM 1A. RISK FACTORS, continued Corteva’s business, results of operations and financial condition could be adversely affected by environmental, litigation and other commitments and contingencies.
Added
Risks related to our Proposed Separation Corteva is subject to risks related to its plans to separate its seed and crop protection businesses in a spin-off that will result in two standalone public companies, including that the proposed separation may not be completed on the contemplated timeline or at all and may not achieve the intended benefits.
Removed
As a result of Corteva’s operations, including past operations and those related to divested businesses and discontinued operations of EIDP, Corteva incurs environmental operating costs for pollution abatement activities including waste collection and disposal, installation and maintenance of air pollution controls and wastewater treatment, emissions testing and monitoring and obtaining permits.
Added
On October 1, 2025, Corteva announced its intent to separate its Seed and Crop Protection businesses into two standalone, publicly traded companies, in a transaction that is intended to qualify as a tax-free spin-off for U.S. federal income tax purposes (the “Proposed Separation”).
Removed
Corteva also incurs environmental operating costs related to environmental related research and development activities including environmental field and treatment studies as well as toxicity and degradation testing to evaluate the environmental impact of products and raw materials. In addition, Corteva maintains and periodically reviews and adjusts its accruals for probable environmental remediation and restoration costs.
Added
The Proposed Separation is subject to the satisfaction of a number of customary conditions, 22 Table Of Contents Part I ITEM 1A.
Removed
Corteva expects to continue to incur environmental operating costs since it will operate global manufacturing, product handling and distribution facilities that are subject to a broad array of environmental laws and regulations. These rules are subject to change by the implementing governmental agency, which Corteva monitors closely.
Added
RISK FACTORS, continued including, among others, the filing and effectiveness of a Form 10 registration statement with the SEC, receipt of a tax opinion from external counsel to the effect that, among other things, the transaction will qualify as a tax-free spin-off, and final approval by Corteva’s Board of Directors.
Removed
Corteva’s environmental policy requires that its operations fully meet or exceed legal and regulatory requirements.
Added
The ultimate timing of the Proposed Separation will depend on the readiness of each business to operate as an independent public company and the finalization of appropriate capital structures for each. The failure to satisfy all of the required conditions for the Proposed Separation, as well as unanticipated developments, could delay, prevent or otherwise adversely affect the Proposed Separation.
Removed
In addition, Corteva expects to continue certain voluntary programs, and could consider additional voluntary actions, to reduce air emissions, minimize the generation of hazardous waste, decrease the volume of water use and discharges, increase the efficiency of energy use and reduce the generation of persistent, bioaccumulative and toxic materials.
Added
These potential developments, many of which are outside of Corteva’s control, include, but are not limited to, disruptions in general or financial market conditions, material adverse changes in business or industry conditions, unanticipated costs, difficulties or delays in obtaining various regulatory and tax approvals or clearances, and stakeholder actions or challenges relating to the Proposed Separation or to other aspects of Corteva’s business or strategy.
Removed
Costs to comply with complex environmental laws and regulations, as well as internal voluntary programs and goals, are significant and Corteva expects these costs will continue to be significant for the foreseeable future. Over the long-term, such expenditures are subject to considerable uncertainty and could fluctuate significantly.
Added
Executing the Proposed Separation will require significant time and attention from Corteva’s senior management and employees, which could disrupt Corteva’s ongoing business, negatively impact Corteva’s relationships with employees, suppliers, customers, distributors, licensors and other stakeholders and adversely affect Corteva’s financial results and results of operations.
Removed
Corteva accrues for environmental matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. As remediation activities vary substantially in duration and cost from site to site, it is difficult to develop precise estimates of future site remediation costs.
Added
There can be no assurances that Corteva will be able to complete the Proposed Separation on the terms or on the timeline that was announced, if at all, or that the complexities, costs and dis-synergies associated with the Proposed Separation will not be significant or exceed expectations.
Removed
Corteva expects to base such estimates on several factors, including the complexity of the geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties (“PRPs”) at multi-party sites and the number of, and financial viability of, other PRPs.
Added
Moreover, although Corteva expects to maintain an investment grade credit rating, a downgrade in Corteva’s rating may lead to increased borrowing costs for Corteva. In addition, there may be increased borrowing costs associated with the re-allocation or taking on of new debt in connection with the Proposed Separation.
Removed
Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than Corteva’s accruals. 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.
Added
If the Proposed Separation is completed, Corteva may not be able to achieve the full strategic and financial benefits that are expected to result from the Proposed Separation. Following the Proposed Separation, the Seed and Crop Protection businesses will bear the full costs and responsibilities of operating a standalone public company and these dis-synergies may exceed expectations.
Removed
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.
Added
Moreover, the Seed and Crop Protection businesses will each be smaller, less diversified enterprises, and as a result, the separated companies may be more exposed to industry-specific risks and changing market conditions than Corteva is today.
Removed
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.
Added
The Proposed Separation also may prompt existing stockholders to divest holdings that no longer align with their investment objectives, potentially affecting the trading value of each company’s common stock following the Proposed Separation.
Removed
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.
Added
Further, there can be no assurance that the combined value of the common stock of the two companies will be equal to or greater than the value of Corteva’s common stock had the Proposed Separation not occurred.
Removed
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.
Added
In addition, while it is expected that Corteva will receive a tax opinion from external counsel to the effect that, among other things, the Proposed Separation will qualify as a tax-free spin-off for U.S. federal income tax purposes, any such opinion is not binding on the U.S. Internal Revenue Service. Accordingly, the U.S.
Removed
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.
Added
Internal Revenue Service may reach conclusions with respect to the Proposed Separation that are different from the conclusion reached in such opinion. If the Proposed Separation is ultimately determined to be taxable, either Corteva or Corteva’s stockholders could incur significant income tax liabilities. 23 Table Of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Removed
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.
Removed
The company, pursuant to the respective Separation Agreements, is entitled to cost sharing and indemnification from 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.
Removed
These estimates of recovery are subject to various factors and developments that could result in differences from future estimates or the actual recovery.
Removed
As of December 31, 2024, the indemnification assets pursuant to the Chemours Separation Agreement and the Corteva Separation Agreement are in aggregate $90 million within accounts and notes receivable - net and $423 million within other assets in the company’s Consolidated Balance Sheets.
Removed
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. 17 Table Of Contents Part I ITEM 1A.
Removed
RISK FACTORS, continued In the ordinary course of business, Corteva may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses and issue guarantees of third-party obligations.
Removed
If Corteva were required to make payments as a result, they could exceed the amounts accrued, thereby adversely affecting Corteva’s financial condition and results of operations. Corteva is dependent on its relationships or contracts with third parties with respect to certain of its raw materials or licenses and commercialization.
Removed
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.
Removed
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.
Removed
While Corteva relies heavily on third parties for multiple aspects of its business and commercialization activities, Corteva does not control many aspects of such third parties’ activities. Third parties may not complete activities on schedule or in accordance with Corteva’s expectations.
Removed
Failure by one or more of these third parties to meet their contractual or other obligations to Corteva or to comply with applicable laws or regulations, or any disruption in the relationship between Corteva and one or more of these third parties could delay or prevent the development, approval or commercialization of Corteva’s products and could also result in non-compliance or reputational harm, all with potential negative implications for Corteva’s business.
Removed
In addition, Corteva’s agreements with third parties may obligate it to meet certain contractual or other obligations to third parties. For example, Corteva may be obligated to meet certain thresholds or abide by certain boundary conditions. If Corteva were to fail to meet such obligations to the third parties, its relationship with such third parties may be disrupted.
Removed
Such a disruption could negatively impact certain of Corteva’s licenses on which it depends, could cause reputational harm, and could negatively affect Corteva’s business, results of operations and financial condition. Corteva’s customers may be unable to pay their debts to Corteva, which could adversely affect Corteva’s results.
Removed
Corteva offers its customers financing programs with credit terms generally less than one year from invoicing in alignment with the growing season. Due to these credit practices as well as the seasonality of Corteva’s operations, Corteva may need to issue short-term debt at certain times of the year to fund its cash flow requirements.
Removed
Corteva’s customers may be exposed to a variety of conditions that could adversely affect their ability to pay their debts. For example, customers in economies experiencing an economic downturn or in a region experiencing adverse growing conditions may be unable to repay their obligations to Corteva, which could adversely affect Corteva’s results.
Removed
Failure to effectively manage acquisitions, divestitures, strategic investments, restructurings, cost savings initiatives and other portfolio actions may not have the results anticipated. 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.
Removed
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.
Removed
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.
Removed
Moreover, Corteva might incur asset impairment charges related to 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. 18 Table Of Contents Part I ITEM 1A.
Removed
RISK FACTORS, continued Corteva’s liquidity, business, results of operations and financial condition could be impaired if it is unable to raise capital through the capital markets or short-term debt borrowings. Any limitation on Corteva’s ability to raise money in the capital markets or through short-term debt borrowings could have a substantial negative effect on Corteva’s liquidity.
Removed
Corteva’s ability to affordably access the capital markets and/or borrow short- term debt in amounts adequate to finance its activities could be impaired as a result of a variety of factors, including factors that are not specific to Corteva, such as a severe disruption of the financial markets and, in the case of debt securities or borrowings, interest rate fluctuations.
Removed
Due to the seasonality of Corteva’s business and the credit programs Corteva may offer its customers, net working capital investment and corresponding debt levels will fluctuate over the course of the year. Corteva regularly extends credit to its customers to enable them to purchase Seed or Crop Protection products at the beginning of the growing season.
Removed
The customer receivables may be used as collateral for short-term financing programs. Any material adverse effect upon Corteva’s ability to own or sell such customer receivables, including seasonal factors that may impact the amount of customer receivables Corteva owns, may materially impact Corteva’s access to capital.
Removed
Corteva has additional agreements with financial institutions to establish programs that provide financing for select customers of Corteva’s Seed and Crop Protection products in the United States, Latin America, Europe and Asia. The programs are renewed on an annual basis. In most cases, Corteva guarantees the extension of such credit to such customers.
Removed
If Corteva is unable to renew these agreements or access the debt markets to support customer financing, Corteva’s sales may be negatively impacted, which could result in increased borrowing needs to fund working capital. Corteva’s earnings, operations and business, among other things, will impact its credit ratings, costs and availability of financing.
Removed
There can be no assurance that Corteva or EIDP will maintain its current or prospective credit ratings. A decrease in the ratings assigned to Corteva or EIDP by the ratings agencies may negatively impact Corteva’s liquidity, access to the debt capital markets and increase Corteva’s cost of borrowing and the financing of its seasonal working capital.
Removed
Increases in pension and other post-employment benefit plan funding obligations may adversely affect Corteva’s results of operations, liquidity or financial condition. Through Corteva's ownership of EIDP, Corteva maintains EIDP defined benefit pension and other post-employment benefit plans.
Removed
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 its expected future payment obligations under these plans.
Removed
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.
Removed
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.
Removed
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. Global or regional health pandemics or epidemics could negatively impact the company's business, financial condition and results of operations.
Removed
Corteva's business, financial condition, and results of operations could be negatively impacted by human or animal pandemics or epidemics. The severity, magnitude and duration of the pandemics is uncertain, rapidly changing and difficult to predict.
Removed
Future pandemics or epidemics and resulting illness, travel restrictions and workforce and operational disruptions could impact Corteva's global supply chain, its operations and its routes to market or those of its suppliers, co-manufacturers, or customers/distributors.
Removed
These disruptions or the company's failure to effectively respond to them could increase product or distribution costs, alter the timing of recognizing manufacturing costs, or impact the delivery of products to customers or their ability to pay. Government-pandemic or epidemic responses can significantly impact economic activity and markets around the world.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The Governance and Compliance Committee, as part of its oversight for the enterprise risk management program company-wide, reviews and ensures that the company’s oversight and governance structure related to company risks, including cybersecurity risks, remains appropriate and that risks are appropriately managed. The company’s CIO oversees the company’s information technology programs and investments.
The Governance and Compliance Committee, as part of its oversight for the enterprise risk management program company-wide, reviews the company’s oversight and governance structure related to company risks, including cybersecurity risks, remains appropriate and that risks are appropriately managed. The company’s CIO oversees the company’s information technology programs and investments.
The company’s CISO has over thirty years of experience in information security and is a Certified Information Security Manager ® (CISM ® ) , a Certified Data Privacy Solutions Engineer™ (CDPSE ® ), as well as being Certified in Risk and Information Systems Control ® (CRISC ® ).
The company’s CISO has over 30 years of experience in information security and is a Certified Information Security Manager ® (CISM ® ) , a Certified Data Privacy Solutions Engineer™ (CDPSE ® ), as well as being Certified in Risk and Information Systems Control ® (CRISC ® ).
In 2024, the Board reviewed the company’s cybersecurity program and maturity assessment, while the Audit Committee provided regular oversight of cybersecurity risks, with cybersecurity discussions and dashboard reviews of key performance indicators and risks at five committee meetings during the course of the year.
In 2025, the Board reviewed the company’s cybersecurity program and maturity assessment, while the Audit Committee provided regular oversight of cybersecurity risks, with cybersecurity discussions and dashboard reviews of key performance indicators and risks at four committee meetings during the course of the year.
Our CISO holds a bachelor of science degree in electric engineering as well as an M.B.A. in operations, technology. 24 Table Of Contents ITEM 1C. CYBERSECURITY, continued Both the CIO and CISO regularly report to the Audit Committee, Board and Governance and Compliance Committee, on the company’s identification, prevention, detection, mitigation and remediation of cybersecurity risks and incidents.
Our CISO holds a bachelor of science degree in electric engineering as well as an M.B.A. in operations, technology. Both the CIO and CISO regularly report to the Audit Committee, and Board, on the company’s identification, prevention, detection, mitigation and remediation of cybersecurity risks and incidents.
ITEM 1C. CYBERSECURITY, continued Our cybersecurity program utilizes a layered, defense-in-depth strategy to identify and mitigate cybersecurity threats.
ITEM 1C. CYBERSECURITY Risk Management and Strategy. The company’s risk management programs for cybersecurity are integrated into the company’s enterprise risk management and general compliance programs and processes. Our cybersecurity program utilizes a layered, defense-in-depth strategy to identify and mitigate cybersecurity threats.
The company’s CISO reports to the CIO and oversees the company’s information security programs. The company’s CIO has over thirty years of information technology experience, including ten years in various information technology leadership roles. Our CIO holds a bachelor of science and master of science degrees in organizational communications as well as an M.B.A. in information technology.
Our CIO holds a bachelor of science and master of science degrees in organizational communications as well as an M.B.A. in information technology.
Added
The company’s CISO reports to the CIO and oversees the company’s information security programs. The company’s CIO has over 30 years of information 24 Table Of Contents ITEM 1C. CYBERSECURITY, continued technology experience, including 10 years in various information technology leadership roles.

Item 2. Properties

Properties — owned and leased real estate

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LEGAL PROCEEDINGS The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory inquiries and matters arising out of the normal course of its current businesses or legacy EIDP businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the Separation of Corteva from DuPont.
LEGAL PROCEEDINGS The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory matters arising out of the normal course of its current businesses or legacy EIDP businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the Corteva Separation from DuPont.
Often these proceedings raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant amounts of senior leadership team’s time. Litigation and other claims, along with regulatory proceedings, against the company could also have a material adverse effect on its operations, reputation, and/or result in the incurrence of unexpected expenses and liability.
Often these proceedings raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant amounts of the senior leadership team’s time. Litigation and other claims, along with regulatory proceedings, against the company could also materially adversely affect its operations, reputation, and/or result in the incurrence of unexpected expenses and liability.
The company has 96 production sites in the following geographic regions: Number of Sites Crop Protection Seed Total North America 1 7 40 47 EMEA 2 8 12 20 Latin America 13 8 21 Asia Pacific 5 3 8 Total 33 63 96 1. North America consists of U.S. & Canada. 2. Europe, Middle East, and Africa ("EMEA").
The company has 95 production sites in the following geographic regions: Number of Sites Seed Crop Protection Total North America 1 38 7 45 EMEA 2 12 9 21 Latin America 8 13 21 Asia Pacific 3 5 8 Total 61 34 95 1. North America consists of U.S. & Canada. 2. Europe, Middle East, and Africa ("EMEA").
The company's principal sites include facilities which, in the opinion of management, are suitable and adequate for their use and have sufficient capacity for the company's current needs and expected near-term growth. Properties are primarily owned by the company; however, certain properties are leased.
The company's principal sites include facilities which, in the opinion of management, are suitable and adequate for their use and have sufficient capacity for the company's current needs and expected near-term growth. Properties are either owned by the company or leased, in such cases typically under a long-term lease.
Information regarding certain of these matters is set forth below and in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements. Litigation related to Corteva’s current businesses Inari Disputes On September 27, 2023, Corteva filed a lawsuit in Delaware federal court against Inari Agriculture, Inc. and Inari Agriculture. N.V.
Information regarding certain of these matters is set forth below and in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements. 25 Table Of Contents Part I
Removed
(collectively “Inari”) asserting claims of Plant Variety Protection infringement, indirect patent infringement, breach of contract, and civil conversion. Corteva’s lawsuit alleges Inari illegally obtained various varieties of seed technologies from a seed depository and illegally transported them abroad for the purpose of performing gene editing on the technologies and then 25 Table Of Contents Part I

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Litigation related to legacy EIDP businesses unrelated to Corteva’s current businesses As discussed below and in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, certain of the environmental proceedings and litigation allocated to Corteva as part of the Separation from DuPont relate to the legacy EIDP businesses, including their use of PFOA, which, for purposes of this report, means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, which means per- and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").
Litigation related to legacy EIDP businesses unrelated to Corteva’s current businesses As discussed below and in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, certain of the environmental proceedings and litigation allocated to Corteva as part of the Separation from DuPont relate to the legacy EIDP businesses, including their use of PFOA, which, for purposes of this report, means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, which means per- and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").
Other Matters Further information with respect to litigation matters related to Corteva's current business is set forth under "Federal Trade Commission Investigation" and "Lorsban® Lawsuits" in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.
Other Matters Further information with respect to litigation matters related to Corteva's current business is set forth under "Federal Trade Commission Investigation" and "Lorsban® Lawsuits" in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.
Further information with respect to these proceedings is set forth under “Nebraska Department of Environment and Energy, AltEn Facility” in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.
Further information with respect to these proceedings is set forth under “Nebraska Department of Environment and Energy, AltEn Facility” in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.
This litigation includes multiple natural resource damage lawsuits across the United States filed by municipalities and alleging PFOA contamination, as well as, lawsuits by four municipalities in the Netherlands alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours.
This PFOA litigation includes multiple natural resource damage lawsuits across the United States filed by municipalities and alleging PFOA contamination, as well as, lawsuits by four municipalities in the Netherlands alleging contamination of land and groundwater resulting from the emission of PFOA and GenX.
Related to legacy EIDP businesses unrelated to Corteva’s current businesses Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana. EIDP sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015.
LEGAL PROCEEDINGS, continued Related to legacy EIDP businesses unrelated to Corteva’s current businesses Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana.
In November 2024, the EPA issued a letter to DuPont, EIDP and Corteva asserting CERCLA claims related to alleged PFAS contamination from six historical and present DuPont and Chemours sites and providing a demand for cleanup and restoration costs.
In November 2024, the EPA issued a letter to DuPont, EIDP and Corteva asserting CERCLA claims related to alleged PFAS contamination from six historical and present DuPont and Chemours sites and providing a demand for cleanup and restoration costs. In September 2025, the EPA announced its intent to retain the designation of PFOA and PFOS as CERCLA hazardous substances.
In the spring of 2017, the EPA, the DOJ, the Louisiana Department of Environmental Quality, EIDP and Denka began discussions relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair. These discussions, which include potential settlement options, continue.
EIDP sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015. In the spring of 2017, the EPA, the DOJ, the Louisiana Department of Environmental Quality, EIDP and Denka began discussions relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair.
EPA CERCLA Claim In April 2024, the U.S. Environmental Protection Agency ("EPA") also designated PFOA and PFAS as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA").
Under the Separation Agreement, DuPont is defending and indemnifying the company in this matter. EPA CERCLA Claim In April 2024, the EPA also designated PFOA and PFAS as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA").
The matters below involve the potential for $1 million or more in monetary fines and are included per Item 103(3)(c)(iii) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
Other Environmental Proceedings The company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations. The matters below involve the potential for $1 million or more in monetary fines and are included per Item 103(3)(c)(iii) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
ITEM 3. LEGAL PROCEEDINGS, continued filing a patent for such technologies. In August 2024, the court denied Inari's motion to dismiss the complaint. In September 2024, Corteva amended its complaint to include additional infringement claims with respect to soybean and corn technologies.
In September 2024, Corteva amended its complaint to include additional infringement claims with respect to soybean and corn technologies. In May 2025, the federal court dismissed Inari’s claims of sham litigation, patent misuse, and state-based deceptive trade practices claims. This May 2025 order was amended to reinstate Inari’s estoppel defense.
In August 2022, Bayer filed breach of contract/declaratory judgment lawsuit in Delaware state court against Corteva relating to an agrobacterium cross-license agreement and E3® soybeans. Further information with respect to these proceedings is set forth under “Bayer Dispute” in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.
The trial is expected to begin in the second half of 2026. Bayer Disputes Corteva resolved its outstanding litigation with Bayer. Further information with respect to these proceedings and their respective resolution is set forth under "Bayer Disputes" in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.
In February 2025, discussions between the parties regarding these claims were temporarily paused so the new U.S. presidential administration may review the designation of PFOA and PFOS as CERCLA hazardous substances. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 27 Table Of Contents Part II
Discussions among the parties are ongoing. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 27 Table Of Contents Part II
Removed
Bayer Disputes In August 2022, Corteva filed a lawsuit against Bayer CropScience LLP and Monsanto Company (collectively “Bayer”) in federal court in Delaware for alleged infringement of Corteva’s patented AAD-1 herbicide resistance technology used in Enlist® corn. The complaint for this lawsuit was amended to include additional patents that are closely related to this patented technology for soybeans.
Added
ITEM 3. LEGAL PROCEEDINGS, continued Litigation related to Corteva’s current businesses Inari Disputes On September 27, 2023, Corteva filed a lawsuit in Delaware federal court against Inari Agriculture, Inc. and Inari Agriculture. N.V. (collectively “Inari”) asserting claims of Plant Variety Protection infringement, indirect patent infringement, breach of contract, and civil conversion.
Removed
Corteva seeks to enjoin Bayer from continuing to infringe, as well as appropriate monetary damages. Bayer has filed an answer to the complaint and has asserted various affirmative defenses including invalidity. In August 2023, the court issued a decision adopting Corteva’s claim construction for all five disputed patent terms subject to this litigation.
Added
Corteva’s lawsuit alleges Inari illegally obtained various varieties of seed technologies from a seed depository and illegally transported them abroad for the purpose of performing gene editing on the technologies and then filing a patent for such technologies. In August 2024, the court denied Inari's motion to dismiss the complaint.
Removed
In December 2023, the Patent Trial and Appeal Board ("PTAB") authorized an Inter Partes Review (“IPR”) proceeding initiated by Bayer to review the patentability of three patents subject to the AAD-1 litigation. Inari joined the IPR proceeding. In December 2024, the PTAB issued a decision invalidating these patents on the basis they were unpatentable.
Added
Bay Area Quality Management, Pittsburg Facility In December 2025, the Bay Area Quality Management District sent a notice to the company proposing a settlement for allegations of notices of violations from 2010 to 2023 relating to emissions, equipment leaks, monitoring inspections, recordkeeping, and training, at the company’s Pittsburg, California facility. 26 Table Of Contents Part I ITEM 3.
Removed
Corteva intends to appeal this decision and Corteva's AAD-1 lawsuit remains stayed during pendency of the IPR appeal. Corteva holds numerous additional patents covering its Enlist® traits or Enlist® weed control system. Therefore, the IPR process is not expected to impact our ability to license and protect Enlist E3® traits. In October 2023, the U.S.
Added
In March 2025, the EPA and DOJ dismissed the action against Denka and EIDP. Following the dismissal, a private action mirroring the government’s original claims was filed, as well as adding allegations of violations of the U.S. Resource Conservation and Recovery Act and U.S. Clean Water Act.
Removed
Patent and Trademark Office granted an ex parte reexamination of the patent for AAD-1 herbicide resistance technology used in Enlist® corn based upon Inari’s petition for review.
Removed
Inari alleges the AAD-1 patent is not patentably distinct from another Corteva patent for maize technology, and therefore not valid unless Corteva files a terminal disclaimer giving up its patent term adjustment for the AAD-1 technology, which would result in the AAD-1 patent expiring in May 2025.
Removed
In October 2022, Corteva filed a lawsuit against Bayer in Delaware state court seeking a declaration that, under the terms of Corteva’s licensing agreement and the law, Bayer is not entitled to collect patent royalties on the Roundup Ready® Corn 2 trait after Bayer’s U.S. patent protection expires, and therefore is no longer required to pay royalties under the licensing agreement and entitled to recover relevant royalties paid.
Removed
In September 2024, the court granted Bayer’s motion for summary judgment. Corteva filed its appeal of this decision in October 2024. Discussions continue between Bayer and Corteva to seek a resolution to these disputes.
Removed
In addition to the matters set forth in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, on March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Statewide PFAS Directive to several companies, including Chemours, DuPont, and EIDP.
Removed
The Directive seeks information relating to the use and environmental release of PFAS and PFAS-replacement chemicals at and from two former EIDP sites in New Jersey, Chambers Works and Parlin, and a funding source for costs related to the NJDEP’s investigation of PFAS issues and PFAS testing and remediation. 26 Table Of Contents Part I ITEM 3.
Removed
LEGAL PROCEEDINGS, continued Other Environmental Proceedings The company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations.
Removed
Under the Separation Agreement, DuPont is defending and indemnifying the company in this matter. New Jersey Directive Pompton Lakes On March 27, 2019, the NJDEP issued to Chemours and EIDP a Natural Resource Damages Directive relating to chemical contamination (non-PFAS) at and around EIDP’s former Pompton Lakes facility in New Jersey.
Removed
The Directive alleges that this contamination has harmed the natural resources of New Jersey. It seeks $125,000 as reimbursement for the cost of preparing a natural resource damages assessment, which the State will use to determine the extent of such damage and the amount it expects to seek to restore the affected natural resources to their pre-damage state.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. 28 Table Of Contents Part II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES, continued Stock Performance Graph The following graph illustrates the cumulative total return to Corteva stockholders since December 31, 2019.
The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. 28 Table Of Contents Part II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES, continued Stock Performance Graph The following graph illustrates the cumulative total return to Corteva stockholders since December 31, 2020.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Registrant's Common Equity and Related Stockholder Matters The company's common stock is listed on the New York Stock Exchange, Inc. (symbol: CTVA). The number of record holders of common stock was approximately 60,000 at February 7, 2025.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Registrant's Common Equity and Related Stockholder Matters The company's common stock is listed on the New York Stock Exchange (symbol: CTVA). The number of record holders of common stock was approximately 56,000 at February 5, 2026.
On November 19, 2024 and September 13, 2022, Corteva, Inc. announced that its Board of Directors authorized a $3 billion share repurchase program and $2 billion share repurchase program, respectively, to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date.
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.
During 2024 and 2023, the company paid four quarterly dividends on its common stock. See the below table for dividend information for each quarter during 2024 and 2023. 2024 2023 Fourth Quarter $ 0.17 $ 0.16 Third Quarter 0.17 0.16 Second Quarter 0.16 0.15 First Quarter 0.16 0.15 Total $ 0.66 $ 0.62 See Part III, Item 11.
During 2025 and 2024, the company paid four quarterly dividends on its common stock. The following table contains dividend information for each quarter during 2025 and 2024: 2025 2024 Fourth Quarter $ 0.18 $ 0.17 Third Quarter 0.18 0.17 Second Quarter 0.17 0.16 First Quarter 0.17 0.16 Total $ 0.70 $ 0.66 See Part III, Item 11.
Issuer Purchases of Equity Securities The following table summarizes information with respect to the company's purchase of its common stock during the three months ended December 31, 2024: Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Company's Publicly Announced Share Buyback Program 1 Approximate Value of Shares that May Yet Be Purchased Under the Program 1 (Dollars in millions) October 2024 1,947,630 $ 58.73 1,947,630 $ 636 November 2024 2,122,899 63.89 2,122,899 3,500 December 2024 — — — 3,500 Fourth quarter 2024 4,070,529 $ 61.42 4,070,529 $ 3,500 1.
Issuer Purchases of Equity Securities The following table summarizes information with respect to the company's purchase of its common stock during the three months ended December 31, 2025: Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Company's Publicly Announced Share Buyback Program 1 Approximate Value of Shares that May Yet Be Purchased Under the Program 1 (Dollars in millions) October 2025 1,152,982 $ 62.88 1,152,982 $ 2,658 November 2025 2,421,790 65.03 2,421,790 2,500 December 2025 1,062,131 65.88 1,062,131 2,430 Fourth quarter 2025 4,636,903 $ 64.69 4,636,903 $ 2,430 1.
The chart compares the cumulative total return of Corteva’s common stock with the S&P 500 Stock Index and the S&P 500 Chemicals Index. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Corteva $ 100 $ 133 $ 165 $ 207 $ 171 $ 205 S&P 500 Index $ 100 $ 118 $ 152 $ 125 $ 157 $ 197 S&P 500 Chemicals Index $ 100 $ 115 $ 143 $ 124 $ 135 $ 132 The chart depicts a hypothetical $100 investment in each of Corteva common stock, the S&P 500 Index and the S&P 500 Chemicals Index as of the closing price on December 31, 2019 and illustrates the value of each investment over time (assuming the reinvestment of dividends) until December 31, 2024.
The chart compares the cumulative total return of Corteva’s common stock with the S&P 500 Stock Index and the S&P 500 Chemicals Index. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Corteva $ 100 $ 124 $ 155 $ 128 $ 154 $ 183 S&P 500 Index $ 100 $ 129 $ 105 $ 133 $ 166 $ 196 S&P 500 Chemicals Index $ 100 $ 126 $ 112 $ 124 $ 124 $ 122 The chart depicts a hypothetical $100 investment in each of Corteva common stock, the S&P 500 Index and the S&P 500 Chemicals Index as of the closing price on December 31, 2020 and illustrates the value of each investment over time (assuming the reinvestment of dividends) until December 31, 2025.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

67 edited+9 added−27 removed18 unchanged
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).
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 decommissioning and demolition costs and contract terminations).
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued 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.
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.
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.
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'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.
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.
See Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further discussion. EIDP Analysis of Operations As discussed in 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.
See Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further discussion. EIDP Analysis of Operations 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 change was primarily driven by the items noted on page 37, under the header “Interest Expense – 2024 versus 2023,” and lower average borrowings on the related party loan between EIDP and Corteva, Inc., as the loan was repaid in the fourth quarter of 2023.
The change was primarily driven by the items noted on page 36, under the header “Interest Expense – 2024 versus 2023,” and lower average borrowings on the related party loan between EIDP and Corteva, Inc., as the loan was repaid in the fourth quarter of 2023.
See Note 3 - Income Taxes, to the EIDP Consolidated Financial Statements for further information. 2023 For the year ended December 31, 2023, EIDP had an effective tax rate of 13.7 percent on pre-tax income from continuing operations of $1,073 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 2023" 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 Statements, for further information. 2024 For the year ended December 31, 2024, EIDP had an effective tax rate of 32.0 percent on pre-tax income from continuing operations of $1,314 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 2024." See Note 3 - Income Taxes, to the EIDP Consolidated Financial Statements, for further information. 2023 For the year ended December 31, 2023, EIDP had an effective tax rate of 13.7 percent on pre-tax income from continuing operations of $1,073 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 2023" and a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc.
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. 2023 Restructuring and asset related charges - net were $336 million for the year ended December 31, 2023, which was primarily comprised of a $217 million charge related to the Crop Protection Operations Strategy Restructuring Program, a $72 million net charge related to non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits and $42 million related to severance and related benefit costs, asset related charges and contract termination charges (including early lease terminations) associated with the 2022 Restructuring Actions.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued 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. 2023 Restructuring and asset related charges - net were $336 million for the year ended December 31, 2023, which was primarily comprised of a $217 million charge related to the Crop Protection Operations Strategy Restructuring Program, a $72 million net charge related to non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits and $42 million related to severance and related benefit costs, asset related charges and contract termination charges (including early lease terminations) associated with the 2022 Restructuring Actions.
Additionally, there may be other risks and uncertainties that the company is unable to currently identify or that the company does not currently expect to have a material impact on its business.
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.
Cash payments related to these charges are anticipated to be $330 million to $360 million, which primarily relate to the payment of severance and related benefits, decommissioning and demolition costs and contract terminations. Through December 31, 2024, the company paid $64 million associated with these charges.
Cash payments related to these charges are anticipated to be $330 million to $360 million, which primarily relate to the payment of severance and related benefits, decommissioning and demolition costs and contract terminations. Through December 31, 2025, the company paid $177 million associated with these charges.
See Note 6 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.
See Note 5 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.
In addition to the financial highlights above, the following events occurred during the year ended December 31, 2024: • The company returned approximately $1.5 billion to shareholders during the year ended December 31, 2024 under its previously announced share repurchase programs and through common stock dividends. • On July 29, 2024, the company's Board of Directors approved a 6.25 percent increase in the quarterly common stock dividend from $0.16 per share to $0.17 per share.
In addition to the financial highlights above, the following events occurred during the year ended December 31, 2025: • The company returned approximately $1.5 billion to shareholders during the year ended December 31, 2025 under its previously announced share repurchase programs and through common stock dividends. • On July 29, 2025, the company's Board of Directors approved an approximately 6 percent increase in the quarterly common stock dividend from $0.17 per share to $0.18 per share.
The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. 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").
Share Buyback Plan 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.
The company completed the 2021 Share Buyback Plan during the first quarter of 2023 and repurchased and retired 4,098,000, 17,425,000 and 5,572,000 shares in the open market for a total cost of $250 million, $1 billion, and $250 million during the years ended December 31, 2023, 2022 and 2021, respectively.
The company completed the 2021 Share Buyback Plan during the first quarter of 2023 and repurchased and retired 4,098,000, 17,425,000 and 5,572,000 shares in the open market for a total cost of $250 million, $1 billion and $250 million during the years ended December 31, 2023, 2022 and 2021, respectively. 32 Table Of Contents Part II ITEM 7.
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. 39 Table Of Contents Part II ITEM 7.
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.
Other Income (Expense) - Net For the Year Ended December 31, (In millions) 2024 2023 2022 Other income (expense) - net $ (300) $ (448) $ (60) 2024 versus 2023 Other income (expense) - net was $(300) million and $(448) million for the years ended December 31, 2024 and 2023, respectively.
Other Income (Expense) - Net For the Year Ended December 31, (In millions) 2025 2024 2023 Other income (expense) - net $ (570) $ (300) $ (448) 2025 versus 2024 Other income (expense) - net was $(570) million and $(300) million for the years ended December 31, 2025 and 2024, respectively.
Other Income (Expense) - Net For the Year Ended December 31, (In millions) 2024 2023 2022 Other income (expense) - net $ (261) $ (448) $ (60) 2024 versus 2023 Other income (expense) - net was $(261) million and $(448) million for the years ended December 31, 2024 and 2023, respectively.
Other Income (Expense) - Net For the Year Ended December 31, (In millions) 2025 2024 2023 Other income (expense) - net $ (570) $ (261) $ (448) 2025 versus 2024 Other income (expense) - net was $(570) million and $(261) million for the years ended December 31, 2025 and 2024, respectively.
Amortization of Intangibles For the Year Ended December 31, (In millions) 2024 2023 2022 Amortization of intangibles $ 685 $ 683 $ 702 2024 versus 2023 Intangible asset amortization was $685 million for the year ended December 31, 2024 and $683 million for the year ended December 31, 2023.
Amortization of Intangibles For the Year Ended December 31, (In millions) 2025 2024 2023 Amortization of intangibles $ 644 $ 685 $ 683 2025 versus 2024 Intangible asset amortization was $644 million for the year ended December 31, 2025 and $685 million for the year ended December 31, 2024.
All statements that address expectations or projections about the future, including statements about the company’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; sustainability commitments and strategies; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.
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.
In connection with the 2022 Share Buyback Plan, the company repurchased and retired 17,909,000 and 10,026,000 shares in the open market and through privately-negotiated transactions for a cost (excluding excise taxes) of $1 billion and $500 million during the years ended December 31, 2024 and 2023, respectively.
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.
Interest Expense For the Year Ended December 31, (In millions) 2024 2023 2022 Interest expense $ 233 $ 233 $ 79 2024 versus 2023 Interest expense was $233 million and $233 million for the years ended December 31, 2024 and 2023, respectively.
Interest Expense For the Year Ended December 31, (In millions) 2025 2024 2023 Interest expense $ 180 $ 233 $ 233 2025 versus 2024 Interest expense was $180 million and $233 million for the years ended December 31, 2025 and 2024, respectively.
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) effect of changes in agricultural and related policies of governments and international organizations; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of competition in the company's industry; (ix) competitor’s establishment of an intermediary platform for distribution of the company's products; (x) risk related to geopolitical and military conflict; (xi) effect of volatility in the company's input costs; (xii) risks related to the company's global operations; (xiii) effect of industrial espionage and other disruptions to the company's supply chain, information technology or network systems; (xiv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xv) impact of the company's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvi) failure of the company's customers to pay their debts to the company, including customer financing programs; (xvii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the company; (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) risks related to pandemics or epidemics; (xxi) 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) other risks related to the Separation from DowDuPont.
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.
Refer to page 44 for further discussion of the company's Non-GAAP financial measures.
See page 44 for further discussion of the company's Non-GAAP financial measures.
Provision for (Benefit from) Income Taxes on Continuing Operations For the Year Ended December 31, (In millions) 2024 2023 2022 Provision for (benefit from) income taxes on continuing operations $ 412 $ 152 $ 210 Effective tax rate 32.3 % 13.9 % 14.7 % 2024 For the year ended December 31, 2024, the company’s effective tax rate of 32.3 percent on pre-tax income from continuing operations of $1,275 million was unfavorably impacted by a $120 million charge on the establishment of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil, unfavorable geographic mix of earnings, a $22 million charge associated with repatriation of cash held outside of the U.S. primarily from current year earnings, and the unfavorable tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Provision for (Benefit from) Income Taxes on Continuing Operations For the Year Ended December 31, (In millions) 2025 2024 2023 Provision for (benefit from) income taxes on continuing operations $ 484 $ 412 $ 152 Effective tax rate 28.7 % 32.3 % 13.9 % 2025 For the year ended December 31, 2025, the company’s effective tax rate of 28.7 percent on pre-tax income from continuing operations of $1,688 million was unfavorably impacted by a $132 million charge on the establishment of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil, unfavorable geographic mix of earnings, a $27 million charge associated with repatriation of cash held outside of the U.S. primarily from current year earnings, and the unfavorable tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions.
See Note 23 - Segment Information, to the Consolidated Financial Statements, for details related to significant pre-tax benefits (costs) excluded from segment operating EBITDA. All references to prices are based on local price unless otherwise specified.
See Note 22 - Segment Information, to the Consolidated Financial Statements, for details related to significant pre-tax benefits (costs) excluded from segment operating EBITDA. All references to prices are based on local price unless otherwise specified. 39 Table Of Contents Part II
Crop Protection Operations Strategy Restructuring Program On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external partners (the "Crop Protection Operations Strategy Restructuring Program").
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Analysis of Operations Crop Protection Operations Strategy Restructuring Program On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external partners (the "Crop Protection Operations Strategy Restructuring Program").
The increase was primarily driven by the impact of amortization relating to the intangible assets recognized in connection with the Stoller and Symborg acquisitions, which were completed on March 1, 2023, partially offset by lower amortization on certain intangible assets arising from the Merger that became fully amortized in 2024. 2023 versus 2022 Intangible asset amortization was $683 million for the year ended December 31, 2023 and $702 million for the year ended December 31, 2022.
The increase was primarily driven by the impact of amortization relating to the intangible assets recognized in connection with the Stoller and Symborg acquisitions, which were completed on March 1, 2023, partially offset by lower amortization on certain intangible assets arising from the Merger that became fully amortized in 2024.
These items were partially offset by the unfavorable tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not deductible in their local jurisdictions, and a $24 million charge associated with repatriation of cash held outside of the U.S. primarily from current year earnings. 37 Table Of Contents Part II ITEM 7.
These items were partially offset by the unfavorable tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions, which were not deductible in their local jurisdictions, a $46 million charge associated with intellectual property realignment, and a $32 million charge associated with repatriation of cash held outside of the U.S. primarily from current year earnings.
See Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements, for further information. 2023 versus 2022 EIDP’s interest expense was $253 million and $124 million for the years ended December 31, 2023 and 2022, respectively.
See EIDP Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements, for further information. Interest Expense For the Year Ended December 31, (In millions) 2025 2024 2023 Interest expense $ 180 $ 233 $ 253 2025 versus 2024 EIDP’s interest expense was $180 million and $233 million for the years ended December 31, 2025 and 2024, respectively.
Restructuring and Asset Related Charges - Net For the Year Ended December 31, (In millions) 2024 2023 2022 Restructuring and asset related charges - net $ 288 $ 336 $ 363 2024 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.
Restructuring and Asset Related Charges - Net For the Year Ended December 31, (In millions) 2025 2024 2023 Restructuring and asset related charges - net $ 146 $ 288 $ 336 2025 Restructuring and asset related charges - net were $146 million for the year ended December 31, 2025, which was primarily comprised of a $150 million charge associated with the Crop Protection Operations Strategy Restructuring Program consisting of $11 million of severance and related benefit costs, $13 million of asset related charges, $60 million in decommissioning and demolition costs and $66 million of contract termination charges. 2024 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.
Through the year ended December 31, 2024, the company recorded net pre-tax restructuring and asset related charges of $461 million inception-to-date under the Crop Protection Operations Strategy Restructuring Program, consisting of $91 million of severance and related benefit costs, $327 million of asset-related and impairment charges, $10 million of decommissioning and demolition costs and $33 million of costs related to contract terminations.
Through the year ended December 31, 2025, the company recorded net pre-tax restructuring and asset related charges of $611 million inception-to-date under the Crop Protection Operations Strategy Restructuring Program, consisting of $102 million of severance and related benefit costs, $340 million of asset-related and impairment charges, $70 million of decommissioning and demolition costs and $99 million of costs related to contract terminations.
Seed volume growth was driven by the expected recovery in Brazil Safrinha corn and North America soybeans and cotton, which more than offset corn area reduction and challenges in other geographies.
Seed volume growth was driven by the expected recovery in Brazil Safrinha corn and North America soybeans and cotton, which more than offset corn area reduction and challenges in other geographies. The unfavorable currency impacts were led by the Brazilian Real and Turkish Lira.
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). 30 Table Of Contents Part II ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued 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 unfavorable currency impacts were led by the Brazilian Real and Turkish Lira. 2023 versus 2022 Net sales were $17,226 million for the year ended December 31, 2023, compared to $17,455 million for the year ended December 31, 2022.
The unfavorable currency impacts were led by the Canadian Dollar and Turkish Lira. 2024 versus 2023 Net sales were $16,908 million for the year ended December 31, 2024, compared to $17,226 million for the year ended December 31, 2023.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Overview The following is a summary of results from continuing operations for the year ended December 31, 2024: • The company reported net sales of $16,908 million, a decrease of 2 percent versus the year ended December 31, 2023, reflecting a 1 percent decrease in price, and a 3 percent unfavorable currency impact, partially offset by a 2 percent increase in volume. • Cost of goods sold ("COGS") totaled $9,529 million, down from $9,920 million for the year ended December 31, 2023, primarily driven by favorable currency effects, ongoing cost and productivity actions, Crop Protection raw material deflation and a reduction in Seed royalty expense, with a partial offset from increased commodity prices. • Restructuring and asset related charges - net were $288 million, a decrease from $336 million for the year ended December 31, 2023.
Overview The following is a summary of results from continuing operations for the year ended December 31, 2025: • The company reported net sales of $17,401 million, an increase of 3 percent versus the year ended December 31, 2024, reflecting a 1 percent increase in price and a 3 percent increase in volume, partially offset by a 1 percent unfavorable currency impact. • Cost of goods sold ("COGS") totaled $9,172 million, down from $9,529 million for the year ended December 31, 2024, primarily driven by ongoing cost and productivity actions, raw material deflation, lower commodity prices, and a reduction in net royalty expense, with a partial offset from higher volumes. • Restructuring and asset related charges - net were $146 million, a decrease from $288 million for the year ended December 31, 2024.
The increase was primarily driven by an increase in salaries and variable compensation, commissions, bad debt expense, legal support fees and portfolio impact from the Stoller and Symborg acquisitions, partially offset by favorable currency impacts and lower consulting and professional fees and marketing costs. 2023 versus 2022 SG&A expenses were $3,176 million (18 percent of net sales) for the year ended December 31, 2023 and $3,173 million (18 percent of net sales) for the year ended December 31, 2022.
The increase was primarily driven by an increase in commissions, variable compensation, bad debt expense, legal support fees and personnel and information technology costs, partially offset by favorable currency impacts. 2024 versus 2023 SG&A expenses were $3,196 million (19 percent of net sales) for the year ended December 31, 2024 and $3,176 million (18 percent of net sales) for the year ended December 31, 2023.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Research and Development Expense ("R&D") For the Year Ended December 31, (In millions) 2024 2023 2022 Research and development expense $ 1,402 $ 1,337 $ 1,216 2024 versus 2023 R&D expense was $1,402 million (8 percent of net sales) for the year ended December 31, 2024 and $1,337 million (8 percent of net sales) for the year ended December 31, 2023.
Research and Development Expense ("R&D") For the Year Ended December 31, (In millions) 2025 2024 2023 Research and development expense $ 1,474 $ 1,402 $ 1,337 2025 versus 2024 R&D expense was $1,474 million (8 percent of net sales) for the year ended December 31, 2025 and $1,402 million (8 percent of net sales) for the year ended December 31, 2024.
Results of Operations Net Sales For the Year Ended December 31, (In millions) 2024 2023 2022 Net sales $ 16,908 $ 17,226 $ 17,455 2024 versus 2023 Net sales were $16,908 million for the year ended December 31, 2024, compared to $17,226 million for the year ended December 31, 2023.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Results of Operations Net Sales For the Year Ended December 31, (In millions) 2025 2024 2023 Net sales $ 17,401 $ 16,908 $ 17,226 2025 versus 2024 Net sales were $17,401 million for the year ended December 31, 2025, compared to $16,908 million for the year ended December 31, 2024.
Lower other expense was primarily driven by decreases in net exchange losses and charges related to estimated settlement reserves, as well as the receipt of insurance proceeds and an indemnification payment negotiated with the former Stoller owners, partially offset by a decrease in interest income. 2023 versus 2022 Other income (expense) - net was $(448) million for the year ended December 31, 2023 and $(60) million for the year ended December 31, 2022.
Lower other expense was primarily driven by decreases in net exchange losses and charges related to estimated settlement reserves, as well as the receipt of insurance proceeds and an indemnification payment negotiated with the former Stoller owners, partially offset by a decrease in interest income. See Note 6 - Supplementary Information, to the Consolidated Financial Statements, for additional information.
Selling, General and Administrative Expenses ("SG&A") For the Year Ended December 31, (In millions) 2024 2023 2022 Selling, general and administrative expenses $ 3,196 $ 3,176 $ 3,173 2024 versus 2023 SG&A expenses were $3,196 million (19 percent of net sales) for the year ended December 31, 2024 and $3,176 million (18 percent of net sales) for the year ended December 31, 2023.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Selling, General and Administrative Expenses ("SG&A") For the Year Ended December 31, (In millions) 2025 2024 2023 Selling, general and administrative expenses $ 3,492 $ 3,196 $ 3,176 2025 versus 2024 SG&A expenses were $3,492 million (20 percent of net sales) for the year ended December 31, 2025 and $3,196 million (19 percent of net sales) for the year ended December 31, 2024.
Priorities The company believes the following priorities will continue to create significant value for its customers and shareholders over the mid-term: • Focus on Execution – the company will focus on a value creation framework and its four key catalysts: (1) the delivery of top tier technology in our prioritized core markets and crops while achieving best-in-class cost performance; (2) a continued move towards Seed royalty neutrality; (3) a continued improvement in our product mix to strengthen focus on differentiation and yield advantage; and (4) operational improvements focused on driving price and productivity improvements. • Deliver Innovation to Farmers, Faster – Corteva aims to deliver greater value and productivity to growers through more differentiated and sustainably advantaged solutions, which in turn promise to strengthen global food security and help farmers address the impacts of climate change. • Deploy capital with discipline – the company aims to prioritize investment, growth, M&A opportunities and returning cash to shareholders. 31 Table Of Contents Part II ITEM 7.
Priorities The company believes the following priorities will continue to create significant value for its customers and shareholders over the mid-term: • Focus on Execution – the company will focus on a value creation framework including: (1) the delivery of top tier technology in our prioritized core markets and crops with a continued focus on differentiation and yield advantage; (2) a continued move towards market share gains in Seed trait out-licensing market; (3) operational improvements focused on driving cost and productivity benefits; and (4) completing the intended separation into two industry-leading public companies in the second half of 2026. • Deliver Innovation to Farmers, Faster – Corteva aims to deliver greater value and productivity to growers through more differentiated and sustainably advantaged solutions, which in turn promise to strengthen global food security and help farmers address the impacts of climate change. • Deploy capital with discipline – the company aims to prioritize investment, organic and inorganic growth, and returning cash to shareholders.
The decrease was primarily driven by favorable currency effects, ongoing cost and productivity actions, Crop Protection raw material deflation, and a reduction in net royalty expense, partially offset by an increase in volumes and higher commodity costs. 2023 versus 2022 COGS was $9,920 million (58 percent of net sales) for the year ended December 31, 2023 compared to $10,436 million (60 percent of net sales) for the year ended December 31, 2022.
The decrease was primarily driven by ongoing cost and productivity actions, a reduction in net royalty expense, lower commodity prices and raw material deflation, with a partial offset from higher volumes. 2024 versus 2023 COGS was $9,529 million (56 percent of net sales) for the year ended December 31, 2024 compared to $9,920 million (58 percent of net sales) for the year ended December 31, 2023.
Future actions by the company or changes in circumstances from current assumptions, including any site disposition gains or losses, may cause actual results and future cash payments to differ.
Future actions by the company or changes in circumstances from current assumptions, including any site disposition gains or losses, may cause actual results and future cash payments to differ. See Note 5 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.
The increase in R&D expense is in support of the company’s long-term growth plans and was primarily driven by an increase in salaries due to higher headcount, variable compensation and contractor costs, partially offset by favorable currency impacts. 2023 versus 2022 R&D expense was $1,337 million (8 percent of net sales) for the year ended December 31, 2023 and $1,216 million (7 percent of net sales) for the year ended December 31, 2022.
The increase in R&D expense is in support of the company's long-term growth plans and was primarily driven by higher employee compensation costs due to variable compensation increases, as well as higher contractor, consulting and field, lab and facilities costs. 2024 versus 2023 R&D expense was $1,402 million (8 percent of net sales) for the year ended December 31, 2024 and $1,337 million (8 percent of net sales) for the year ended December 31, 2023.
The $217 million net charge associated with the Crop Protection Operations Strategy Restructuring Program was primarily comprised of $214 million of asset related charges, which includes non-cash impairment charges of $152 million consisting of $92 million and $60 million related to operating lease assets and property, plant and equipment, respectively, associated with the exit of the company’s production activities at its site in Pittsburg, California. 2022 Restructuring and asset related charges - net were $336 million for the year ended December 31, 2022, which was primarily comprised of a $272 million net charge related to the 2022 Restructuring Actions and $109 million of restructuring and asset related charges - net from non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.
The $217 million net charge associated with the Crop Protection Operations Strategy Restructuring Program was primarily comprised of $214 million of asset related charges, which includes non-cash impairment charges of $152 million consisting of $92 million and $60 million related to operating lease assets and property, plant and equipment, respectively, associated with the exit of the company’s production activities at its site in Pittsburg, California.
Provision for (Benefit from) Income Taxes on Continuing Operations 2024 For the year ended December 31, 2024, EIDP had an effective tax rate of 32.0 percent on pre-tax income from continuing operations of $1,314 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 2024".
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Provision for (Benefit from) Income Taxes on Continuing Operations For the Year Ended December 31, (In millions) 2025 2024 2023 Provision for (benefit from) income taxes on continuing operations $ 484 $ 421 $ 147 Effective tax rate 28.7 % 32.0 % 13.7 % 2025 For the year ended December 31, 2025, EIDP had an effective tax rate of 28.7 percent on pre-tax income from continuing operations of $1,688 million, driven by the items noted on page 37, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations - 2025".
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Share Buyback Plan 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").
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").
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Summarized below are comments on individual segment net sales and segment operating EBITDA for the years ended December 31, 2024, 2023 and 2022.
Summarized below are comments on individual segment net sales and segment operating EBITDA for the years ended December 31, 2025, 2024 and 2023.
Higher other expense was primarily driven by the items noted on page 36, under the header “Other Income (Expense) – Net – 2023 versus 2022." See EIDP Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements, for further information. 38 Table Of Contents Part II ITEM 7.
Higher other expense was primarily driven by the items noted on page 36, under the header “Other Income (Expense) – Net – 2025 versus 2024." See EIDP Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements, for further information. 2024 versus 2023 Other income (expense) - net was $(261) million and $(448) million for the years ended December 31, 2024 and 2023, respectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued For the Year Ended December 31, ($ In millions) 2024 2023 2022 Net Sales % of Net Sales Net Sales % of Net Sales Net Sales % of Net Sales Worldwide $ 16,908 100 % $ 17,226 100 % $ 17,455 100 % North America 8,660 51 % 8,590 50 % 8,294 48 % EMEA 3,124 19 % 3,367 19 % 3,256 19 % Latin America 3,776 22 % 3,906 23 % 4,445 25 % Asia Pacific 1,348 8 % 1,363 8 % 1,460 8 % Year Ended December 31, 2024 vs. 2023 Percent Change Due To: Net Sales Change Price & Portfolio / ($ In millions) $ % Product Mix Volume Currency Other North America $ 70 1 % 1 % — % — % — % EMEA (243) (7) % 5 % (7) % (3) % (2) % Latin America (130) (3) % (12) % 16 % (8) % 1 % Asia Pacific (15) (1) % 2 % (1) % (2) % — % Total $ (318) (2) % (1) % 2 % (3) % — % Year Ended December 31, 2023 vs. 2022 Percent Change Due To: Net Sales Change Price & Portfolio / ($ In millions) $ % Product Mix Volume Currency Other North America $ 296 4 % 6 % (2) % — % — % EMEA 111 3 % 19 % (11) % (8) % 3 % Latin America (539) (12) % 2 % (25) % 3 % 8 % Asia Pacific (97) (7) % 7 % (9) % (5) % — % Total $ (229) (1) % 7 % (10) % (1) % 3 % Cost of Goods Sold ("COGS") For the Year Ended December 31, (In millions) 2024 2023 2022 Cost of goods sold $ 9,529 $ 9,920 $ 10,436 2024 versus 2023 COGS was $9,529 million (56 percent of net sales) for the year ended December 31, 2024 compared to $9,920 million (58 percent of net sales) for the year ended December 31, 2023.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Year Ended December 31, 2024 vs. 2023 Percent Change Due To: Net Sales Change Price & Portfolio / ($ In millions) $ % Product Mix Volume Currency Other North America $ 70 1 % 1 % — % — % — % EMEA (243) (7) % 5 % (7) % (3) % (2) % Latin America (130) (3) % (12) % 16 % (8) % 1 % Asia Pacific (15) (1) % 2 % (1) % (2) % — % Total $ (318) (2) % (1) % 2 % (3) % — % Cost of Goods Sold ("COGS") For the Year Ended December 31, (In millions) 2025 2024 2023 Cost of goods sold $ 9,172 $ 9,529 $ 9,920 2025 versus 2024 COGS was $9,172 million (53 percent of net sales) for the year ended December 31, 2025 compared to $9,529 million (56 percent of net sales) for the year ended December 31, 2024.
The after-tax benefit was driven by charges pursuant to the MOU with Chemours and DuPont relating to PFAS remediation activities primarily at Chemours' Fayetteville Works facility and litigation activity, which were more than offset by a favorable adjustment of certain prior year tax positions for previously divested businesses, the derecognition of an indemnification liability associated with the Water District Settlement Fund contribution, and insurance proceeds related to legacy matters. 2023 Income (loss) from discontinued operations after income taxes was $(194) million for the year ended December 31, 2023, which was primarily comprised of charges associated with the settlement of certain PFAS related legal matters that are subject to the MOU with Chemours and DuPont, including the Nationwide Water District Settlement and the State of Ohio for natural resources damage claims, and charges associated with PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility. 2022 Income (loss) from discontinued operations after income taxes was $(58) million for the year ended December 31, 2022, which was primarily comprised of charges pursuant to the MOU with Chemours and DuPont relating to PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility and adjustments of certain prior year tax positions for previously divested businesses.
The after-tax benefit was driven by charges pursuant to the MOU with Chemours and DuPont relating to PFAS remediation activities primarily at Chemours' Fayetteville Works facility and litigation activity, which were more than offset by a favorable adjustment of certain prior year tax positions for previously divested businesses, the derecognition of an indemnification liability associated with the Water District Settlement Fund contribution, and insurance proceeds related to legacy matters. 37 Table Of Contents Part II ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Income (Loss) from Discontinued Operations After Income Taxes For the Year Ended December 31, (In millions) 2024 2023 2022 Income (loss) from discontinued operations after income taxes $ 56 $ (194) $ (58) 2024 Income (loss) from discontinued operations after income taxes was $56 million for the year ended December 31, 2024.
Income (Loss) from Discontinued Operations After Income Taxes For the Year Ended December 31, (In millions) 2025 2024 2023 Income (loss) from discontinued operations after income taxes $ (99) $ 56 $ (194) 2025 Income (loss) from discontinued operations after income taxes was $(99) million for the year ended December 31, 2025.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued See Note 13 - Goodwill and Other Intangible Assets, to the Consolidated Financial Statements, for additional information.
See Note 12 - Goodwill and Other Intangible Assets, to the Consolidated Financial Statements, for additional information.
These items were partially offset by the unfavorable tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions, which were not deductible in their local jurisdictions, a $46 million charge associated with intellectual property realignment, and a $32 million charge associated with repatriation of cash held outside of the U.S. primarily from current year earnings. 2022 For the year ended December 31, 2022, the company’s effective tax rate of 14.7 percent on pre-tax income from continuing operations of $1,426 million was favorably impacted by tax benefits relating to the establishment of deferred taxes in connection with the impact of a change in a U.S. legal entity's tax characterization, a worthless stock deduction in the U.S., and the release of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil in the amount of $(55) million, $(42) million and $(36) million, respectively.
These items were partially offset by a $(55) million deferred tax benefit associated with a change in a legal entity’s U.S. tax characterization, a $(47) million benefit related to U.S. tax credits for increasing research activities, a $(29) million benefit related to a capital loss (net of valuation allowance), as well as net tax benefits associated with changes in accruals for certain prior year tax positions. 2024 For the year ended December 31, 2024, the company’s effective tax rate of 32.3 percent on pre-tax income from continuing operations of $1,275 million was unfavorably impacted by a $120 million charge on the establishment of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil, unfavorable geographic mix of earnings, a $22 million charge associated with repatriation of cash held outside of the U.S. primarily from current year earnings, and the unfavorable tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions.
The charges for the year ended December 31, 2024 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. • Income from continuing operations after income taxes was $863 million, as compared to $941 million for the year ended December 31, 2023. • Operating EBITDA was $3,376 million, down from $3,381 million for the year ended December 31, 2023, primarily driven by competitive Crop Protection pricing and continued investment in Seed research and development, partially offset by Seed pricing gains, the reduction of royalty expense and ongoing cost and productivity actions.
The charges for the year ended December 31, 2025 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. • Income from continuing operations after income taxes was $1,204 million, as compared to $863 million for the year ended December 31, 2024. • Operating EBITDA was $3,848 million, up from $3,376 million for the year ended December 31, 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 unfavorable currency effects .
The company disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.
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 30 Table Of Contents Part II ITEM 7.
The segment offers trait technologies that improve resistance to weather, disease, insects and enhance food and nutritional characteristics, herbicides used to control weeds, and digital solutions that assist farmer decision-making with a view to optimize product selection and, ultimately, help maximize yield and profitability. The segment competes in a wide variety of agricultural markets.
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.
The increase in R&D expense is in support of the company’s long-term growth plans and was primarily driven by an increase in salaries due to higher headcount and the associated spending on field, lab and facilities, and third-party research costs. The increase was partially offset by a decrease in variable compensation.
The increase in R&D expense is in support of the company’s long-term growth plans and was primarily driven by an increase in salaries due to higher headcount, variable compensation and contractor costs, partially offset by favorable currency impacts. 34 Table Of Contents Part II ITEM 7.
See Note 6 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information. 32 Table Of Contents Part II ITEM 7.
See Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements, for further information. 38 Table Of Contents Part II ITEM 7.
The impact of lower short-term borrowings and lower interest rates was offset by higher interest related to the senior notes issued in 2023 and higher foreign currency borrowings. 2023 versus 2022 Interest expense was $233 million and $79 million for the years ended December 31, 2023 and 2022, respectively.
The impact of lower short-term borrowings and lower interest rates was offset by higher interest related to the senior notes issued in 2023 and higher foreign currency borrowings. 36 Table Of Contents Part II ITEM 7.
The company’s Seed segment is a global leader in developing and supplying advanced germplasm and traits that produce optimum yield for farms around the world.
The 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.
The unfavorable currency impacts were led by the Turkish Lira, Canadian Dollar and Chinese Renminbi. Price gains were driven by continued execution on the company's price for value strategy, strong demand for new technology and strong execution in response to cost inflation led by EMEA, partially offset by challenging market dynamics in Latin America and North America.
Pricing improvements were driven by Seed, led by North America and EMEA with continued execution on the company's price for value strategy, partially offset by a decline in Crop Protection pricing primarily due to the market dynamics in Latin America.
The flat results were primarily driven by incremental costs from the Stoller and Symborg acquisitions, an unfavorable impact relating to deferred compensation plans due to market improvements and an increase in bad debt expense, partially offset by a decrease in selling expense, variable compensation, functional spend, commissions and consulting fees.
The increase was primarily driven by an increase in salaries and variable compensation, commissions, bad debt expense, legal support fees and portfolio impact from the Stoller and Symborg acquisitions, partially offset by favorable currency impacts and lower consulting and professional fees and marketing costs.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Interest Expense 2024 versus 2023 EIDP’s interest expense was $233 million and $253 million for the years ended December 31, 2024 and 2023, respectively.
The change was primarily driven by the items noted on page 36, under the header “Interest Expense – 2025 versus 2024." 2024 versus 2023 EIDP’s interest expense was $233 million and $253 million for the years ended December 31, 2024 and 2023, respectively.
Seed For the Year Ended December 31, (In millions) 2024 2023 2022 Net sales $ 9,545 $ 9,472 $ 8,979 Segment operating EBITDA $ 2,219 $ 2,117 $ 1,656 Seed 2024 vs. 2023 Percent Change Due To: Net Sales Change Price & Portfolio / ($ In millions) $ % Product Mix Volume Currency Other North America $ 265 5 % 4 % 1 % — % — % EMEA (41) (3) % 9 % (3) % (5) % (4) % Latin America (114) (7) % (7) % 8 % (8) % — % Asia Pacific (37) (8) % 9 % (15) % (2) % — % Total $ 73 1 % 3 % 1 % (2) % (1) % Seed 2024 vs. 2023 Percent Change Due To: Net Sales Change Price & Portfolio / ($ In millions) $ % Product Mix Volume Currency Other Corn $ 49 1 % 2 % 2 % (3) % — % Soybeans 69 4 % 2 % 2 % — % — % Other oilseeds (55) (8) % 8 % (7) % (4) % (5) % Other 10 2 % 8 % (5) % (1) % — % Total $ 73 1 % 3 % 1 % (2) % (1) % 40 Table Of Contents Part II ITEM 7.
For the Year Ended December 31, ($ In millions) 2025 2024 2023 Net Sales % of Net Sales Net Sales % of Net Sales Net Sales % of Net Sales Worldwide $ 17,401 100 % $ 16,908 100 % $ 17,226 100 % North America 9,024 52 % 8,660 51 % 8,590 50 % EMEA 3,110 18 % 3,124 19 % 3,367 19 % Latin America 3,928 22 % 3,776 22 % 3,906 23 % Asia Pacific 1,339 8 % 1,348 8 % 1,363 8 % Year Ended December 31, 2025 vs. 2024 Percent Change Due To: Net Sales Change Price & Portfolio / ($ In millions) $ % Product Mix Volume Currency Other North America $ 364 4 % 2 % 3 % (1) % — % EMEA (14) — % 2 % — % (2) % — % Latin America 152 4 % (3) % 7 % — % — % Asia Pacific (9) (1) % 2 % — % (2) % (1) % Total $ 493 3 % 1 % 3 % (1) % — % 33 Table Of Contents Part II ITEM 7.
The sales increase was driven by a 3 percent increase in price and 1 percent increase in volume partially offset by a 2 percent unfavorable currency impact and a 1 percent unfavorable portfolio impact. The increase in price was driven by improvement in many products in all regions, excluding Latin America. Global corn and soybean pricing were up 2 percent.
The increase was primarily driven by a 1 percent increase in price and a 3 percent increase in volume, partially offset by a 1 percent unfavorable currency impact. Improvements in Crop Protection volume were driven by demand for new products and biologicals, while Seed experienced volume growth primarily due to increased corn area in North America and Brazil.
The decrease was primarily driven by lower volumes, ongoing cost and productivity actions and a decrease in royalty expense, partially offset by higher input costs, which are primarily macro-economic driven. The macro-economic driven trends are due to inflationary pressures impacting raw material inputs, which were expected to improve in 2024. 34 Table Of Contents Part II ITEM 7.
The decrease was primarily driven by favorable currency effects, ongoing cost and productivity actions, Crop Protection raw material deflation, and a reduction in net royalty expense, partially offset by an increase in volumes and higher commodity costs.
Removed
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Analysis of Operations Acquisitions On March 1, 2023, Corteva completed its acquisitions of all the outstanding equity interests in Stoller Group Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies.
Added
Recent Developments On October 1, 2025, the company announced its intent to separate its Seed and Crop Protection businesses into two standalone, publicly traded companies, in a transaction that is intended to be a tax-free spin-off for U.S. federal income tax purposes. 31 Table Of Contents Part II ITEM 7.
Removed
The purchase price for Stoller and Symborg was $1,220 million, inclusive of a working capital adjustment, and $370 million, respectively. These acquisitions supplement the Crop Protection business with additional biological tools that complement evolving farming practices. See Note 4 - Business Combinations, to the Consolidated Financial Statements, for additional information.
Added
In connection with the 2024 Share Buyback Plan, the company repurchased and retired 8,318,000 shares in the open market for a cost (excluding excise taxes) of $571 million during the year ended December 31, 2025.
Removed
See Note 6 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information. 2022 Restructuring Actions In connection with the company’s shift to a global business unit model during 2022, the company assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential.
Added
The decrease was primarily driven by lower amortization on certain intangible assets arising from the Merger that became fully amortized in 2024. 2024 versus 2023 Intangible asset amortization was $685 million for the year ended December 31, 2024 and $683 million for the year ended December 31, 2023.
Removed
As a result of this assessment, the company committed to restructuring actions during the second quarter of 2022, which included the company’s separate announcement to withdraw from Russia ("Russia Exit") (collectively the “2022 Restructuring Actions”). The actions associated with this program are substantially complete.
Added
The $232 million charge associated with the Crop Protection Operations 35 Table Of Contents Part II ITEM 7.
Removed
The remaining cash payments related to the 2022 Restructuring Actions is $30 million, and primarily relate to the payment of severance and related benefits and contract terminations.
Added
Higher other expense was primarily driven by the resolution of litigation matters and the one-time receipt of an indemnification payment negotiated with the former Stoller owners during the first quarter of 2024.
Removed
The 2022 Restructuring Actions are expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving an estimated $210 million to $220 million of savings on a run rate basis by 2025.
Added
These increases were partially offset by the receipt of insurance proceeds, the absence of charges related to estimated settlement reserves, a more favorable net exchange loss, a favorable tax indemnification adjustment and lower non-operating pension and OPEB costs. 2024 versus 2023 Other income (expense) - net was $(300) million and $(448) million for the years ended December 31, 2024 and 2023, respectively.
Removed
The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

125 edited+33 added−35 removed84 unchanged
The cash outflows were primarily related to PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours’ Fayetteville Works facility. In addition, the disbursement of the cash held in the Water District Settlement Fund is reflected in the year ended December 31, 2024.
The cash outflows were primarily related to PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours' Fayetteville Works facility. In addition, the disbursement of cash held in the Water District Settlement Fund is reflected in the year ended December 31, 2024.
The below relates to EIDP only and is presented to provide a Liquidity discussion, only for the differences between EIDP and Corteva, Inc.
The discussion below relates to EIDP only and is presented to provide a Liquidity discussion, only for the differences between EIDP and Corteva, Inc.
Most of the company's benefit obligation for pensions and OPEB are attributable to the U.S. benefit plans.
Most of the company's benefit obligation for pensions and OPEB plans are attributable to the U.S. benefit plans.
Operating earnings (loss) per share is defined as "earnings (loss) per common share from continuing operations - diluted" excluding the after-tax impact of significant items, the after-tax impact of non-operating benefits (costs), the after-tax impact of amortization expense associated with intangible assets existing as of the Separation from DowDuPont, and the after-tax impact of net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting.
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.
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.
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.
Annual expenditures in the near term are not expected to vary significantly from the range of such expenditures experienced in the past few years. Longer term, expenditures are subject to considerable uncertainty and may fluctuate significantly. 58 Table Of Contents Part II ITEM 7.
Annual expenditures in the near term are not expected to vary significantly from the range of such expenditures experienced in the past few years. Over the longer term, expenditures are subject to considerable uncertainty and may fluctuate significantly. 58 Table Of Contents Part II ITEM 7.
At December 31, 2024, the company was in compliance with these covenants. The company enters into short-term and long-term foreign currency loans from time-to-time by accessing uncommitted revolving credit lines to fund working capital needs of foreign subsidiaries in the normal course of business (“Foreign Currency Loans”). Interest rates are variable and determined at the time of borrowing.
At December 31, 2025, the company was in compliance with these covenants. The company enters into short-term and long-term foreign currency loans from time-to-time by accessing uncommitted revolving credit lines to fund working capital needs of foreign subsidiaries in the normal course of business (“Foreign Currency Loans”). Interest rates are variable and determined at the time of borrowing.
Represents enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities; fixed, minimum or variable price provisions; and the approximate timing of the agreement. 2. Included in the Consolidated Financial Statements. 3. Represents undiscounted remaining payments under Pioneer license agreements (approximately $188 million on a discounted basis). 4.
Represents enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities; fixed, minimum or variable price provisions; and the approximate timing of the agreement. 2. Included in the Consolidated Financial Statements. 3. Represents undiscounted remaining payments under Pioneer license agreements (approximately $145 million on a discounted basis). 4.
Active remediation is under way at approximately 60 of the 507 sites. In addition, the company has resolved its liability at about 212 sites, either by completing remedial actions with other PRPs or by participating in "de minimis buyouts" with other PRPs whose waste, like the company's, represented only a small fraction of the total waste present at a site.
Active remediation is under way at approximately 60 of the 500 sites. In addition, the company has resolved its liability at about 212 sites, either by completing remedial actions with other PRPs or by participating in "de minimis buyouts" with other PRPs whose waste, like the company's, represented only a small fraction of the total waste present at a site.
Based on the qualitative annual goodwill impairment analyses performed in the fourth quarter 2024, it was concluded more likely than not that the fair value of each reporting unit exceeded its respective carrying value and, therefore, a quantitative test was not performed. No goodwill impairment charge was necessary.
Based on the qualitative annual goodwill impairment analyses performed in the fourth quarter of 2025, it was concluded more likely than not that the fair value of each reporting unit exceeded its respective carrying value and, therefore, a quantitative test was not performed. No goodwill impairment charge was necessary.
Therefore, considerable uncertainty exists with respect to environmental remediation and costs, and, under adverse changes in circumstances, it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately $600 million above the accrued obligations amount.
Therefore, considerable uncertainty exists with respect to environmental remediation and costs, and, under adverse changes in circumstances, it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately $553 million above the accrued obligations amount.
See Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information related to indemnifications. Income Taxes The breadth of the company's operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes the company will ultimately pay.
See Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information related to indemnifications. Income Taxes The breadth of the company's operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes the company will ultimately pay.
See Note 8 - Income Taxes, to the Consolidated Financial Statements, for additional detail. The company expects to meet its contractual obligations through its normal sources of liquidity and believes it has the financial resources to satisfy the contractual obligations that arise in the ordinary course of business.
See Note 7 - Income Taxes, to the Consolidated Financial Statements, for additional detail. The company expects to meet its contractual obligations through its normal sources of liquidity and believes it has the financial resources to satisfy the contractual obligations that arise in the ordinary course of business.
The change was primarily driven by the items noted on page 48, under the header "Cash provided by (used for) operating activities - continuing operations," as well as lower net interest expense related to loan activity with Corteva.
The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities - continuing operations," as well as lower net interest expense related to loan activity with Corteva.
The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) investing activities," in addition to loan repayments by Corteva during 2024 on the related party Master In-House Banking Agreement.
The change was primarily driven by the items noted on page 50, under the header "Cash provided by (used for) investing activities," in addition to loan repayments by Corteva during 2024 on the related party Master In-House Banking Agreement.
As a result, changes in tax laws, assumptions with respect to future taxable income, and tax planning strategies could result in adjustments to deferred tax assets. See Note 8 - Income Taxes, to the Consolidated Financial Statements, for additional information.
As a result, changes in tax laws, assumptions with respect to future taxable income, and tax planning strategies could result in adjustments to deferred tax assets. See Note 7 - Income Taxes, to the Consolidated Financial Statements, for additional information.
Environmental remediation costs include costs that are subject to the $200 million threshold and sharing arrangements as discussed in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, under the header Corteva Separation Agreement.
Environmental remediation costs include costs that are subject to the $200 million threshold and sharing arrangements as discussed in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, under the header Corteva Separation Agreement.
The company contributed $5 million, $5 million, and $6 million to its funded pension plans other than the principal U.S. pension plan for the years ended December 31, 2024, 2023 and 2022, respectively. U.S. pension benefits that exceed federal limitations are covered by separate unfunded plans and these benefits are paid to pensioners and survivors from operating cash flows.
The company contributed $5 million, $5 million and $5 million to its funded pension plans other than the principal U.S. pension plan for the years ended December 31, 2025, 2024 and 2023, respectively. U.S. pension benefits that exceed federal limitations are covered by separate unfunded plans and these benefits are paid to pensioners and survivors from operating cash flows.
I n determining annual expense for the principal U.S. pension plan, the company uses a market-related value of assets rather than its fair value. Accordingly, there may be a lag in recognition of changes in market valuation. As a result, changes in the fair value of assets are not immediately reflected in the company's calculation of net periodic pension cost.
In determining annual expense for the principal U.S. pension plan, the company uses a market-related value of assets rather than the fair value. Accordingly, there may be a lag in recognition of changes in market valuation. As a result, changes in the fair value of assets are not immediately reflected in the company's calculation of net periodic pension cost.
The change was primarily driven by the items noted on page 48, under the header "Cash provided by (used for) operating activities - continuing operations." Cash provided by (used for) operating activities - discontinued operations EIDP’s cash provided by (used for) operating activities - discontinued operations for the year ended December 31, 2024 was $(151) million compared to $(40) million for the year ended December 31, 2023.
The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities - discontinued operations." EIDP’s cash provided by (used for) operating activities - discontinued operations for the year ended December 31, 2024 was $(151) million compared to $(40) million for the year ended December 31, 2023.
The company's OPEB plans are unfunded and the cost of the approved claims is paid from operating cash flows. Pre-tax cash requirements to cover actual net claims costs and related administrative expenses were $101 million, $97 million, and $122 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The company's OPEB plans are unfunded and the cost of the approved claims is paid from operating cash flows. Pre-tax cash requirements to cover actual net claims costs and related administrative expenses were $96 million, $101 million, and $97 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Changes in cash requirements reflect the net impact of per capita health care cost, demographic changes, plan amendments and changes in participant premiums, co-pays and deductibles. In 2025, the company expects to contribute approximately $40 million to its pension plans other than the principal U.S. pension plan and approximately $105 million to its OPEB plans.
Changes in cash requirements reflect the net impact of per capita health care cost, demographic changes, plan amendments and changes in participant premiums, co-pays and deductibles. In 2026, the company expects to contribute approximately $40 million to its pension plans other than the principal U.S. pension plan and approximately $100 million to its OPEB plans.
The company's remaining pension plans with no plan assets are paid from operating cash flows. The company made benefit payments of $45 million, $47 million, and $53 million to its unfunded plans for the years ended December 31, 2024, 2023 and 2022, respectively.
The company's remaining pension plans with no plan assets are paid from operating cash flows. The company made benefit payments of $34 million, $45 million, and $47 million to its unfunded plans for the years ended December 31, 2025, 2024 and 2023, respectively.
For the Year Ended December 31, (In millions) 2024 2023 2022 Cash provided by (used for) operating activities – discontinued operations $ (151) $ (40) $ (40) Cash provided by (used for) operating activities – discontinued operations for the years ended December 31, 2024 and 2023 was $(151) million and $(40) million, respectively.
For the Year Ended December 31, (In millions) 2025 2024 2023 Cash provided by (used for) operating activities – discontinued operations $ (51) $ (151) $ (40) Cash provided by (used for) operating activities – discontinued operations for the years ended December 31, 2025 and 2024 was $(51) million and $(151) million, respectively.
Refer to Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further details on the MOU and funding of the MOU Escrow Account. Contractual Obligations Our principal commitments consist of long-term debt, operating and finance lease obligations and environmental remediation obligations.
See Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further details on the MOU and funding of the MOU Escrow Account. Contractual Obligations Our principal commitments consist of long-term debt, operating and finance lease obligations and environmental remediation obligations.
The company's cash, cash equivalents and marketable securities at December 31, 2024 and 2023 are $3.2 billion and $2.7 billion, respectively, of which $1.7 billion and $2.2 billion, respectively, was held by subsidiaries in foreign countries, including United States territories.
The company's cash, cash equivalents and marketable securities at December 31, 2025 and 2024 are $4.5 billion and $3.2 billion, respectively, of which $2.1 billion and $1.7 billion, respectively, was held by subsidiaries in foreign countries, including United States territories.
At December 31, 2024, the company was in compliance with these covenants. In May 2022, the company entered into a $3 billion, 5 year revolving credit facility and a $2 billion, 3-year revolving credit facility (the "Revolving Credit Facilities”) expiring in May 2027 and May 2025, respectively.
At December 31, 2025, the company was in compliance with these covenants. In May 2022, the company entered into a $3 billion, five year revolving credit facility and a $2 billion, three-year revolving credit facility (the "Revolving Credit Facilities”) expiring in May 2027 and May 2025, respectively.
After re-evaluating the current strategic asset allocation and market conditions, the company increased the expected long-term rate of return on plan assets assumption to 6.00 percent to be used in determining the 2025 net periodic pension cost in the U.S.
After re-evaluating the current strategic asset allocation and market conditions, the company maintained the expected long-term rate of return on plan assets assumption at 6.00 percent to be used in determining the 2026 net periodic pension cost in the U.S.
The company had access to approximately $6.3 billion and $6.0 billion at December 31, 2024 and 2023 in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans.
The company had access to approximately $6.2 billion and $6.3 billion at December 31, 2025 and 2024 in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans.
As of December 31, 2024, the company has been notified of potential liability under the Comprehensive Environmental Response, Compensation and Liability Act ("Superfund") or similar state laws at 507 sites around the U.S., including approximately 100 sites for which the company does not believe it has liability based on current information.
As of December 31, 2025, the company has been notified of potential liability under the Comprehensive Environmental Response, Compensation and Liability Act ("Superfund") or similar state laws at approximately 500 sites around the U.S., including approximately 80 sites for which the company does not believe it has liability based on current information.
Includes a benefit of $18 million and $3 million for the years ended December 31, 2023 and 2022, respectively, relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase.
Includes a benefit of $(18) million for the year ended December 31, 2023, relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase.
The following table highlights the potential impact on the company's pre-tax earnings due to changes in certain key assumptions with respect to the company's pension and OPEB plans, based on assets and liabilities at December 31, 2024: Pre-tax Earnings Benefit (Charge) (Dollars in millions) 1/4 Percentage Point Increase 1/4 Percentage Point Decrease Discount rate $ (14) $ 15 Expected rate of return on plan assets $ 26 $ (26) Additional information with respect to pension and OPEB expenses, liabilities and assumptions is discussed under "Long-Term Employee Benefits" beginning on page 56 and in Note 18 - Pension Plans and Other Post-Employment Benefits, to the Consolidated Financial Statements.
The following table highlights the potential impact on the company's pre-tax earnings due to changes in certain key assumptions with respect to the company's pension and OPEB plans, based on assets and liabilities at December 31, 2025: Pre-tax Earnings Benefit (Charge) (Dollars in millions) 1/4 Percentage Point Increase 1/4 Percentage Point Decrease Discount rate $ (15) $ 16 Expected rate of return on plan assets $ 24 $ (24) Additional information with respect to pension and OPEB expenses, liabilities and assumptions is discussed under "Long-Term Employee Benefits" beginning on page 53 and in Note 17 - Pension Plans and Other Post-Employment Benefits, to the Consolidated Financial Statements.
About 85 percent of total pre-tax environmental operating costs charged to income (loss) from continuing operations for the year ended December 31, 2024 resulted from operations in the U.S.
Approximately 85 percent of total pre-tax environmental operating costs charged to income (loss) from continuing operations for the year ended December 31, 2025 resulted from operations in the U.S.
Includes accrued obligations of $131 million due in the next twelve months with the remainder being due subsequent to 2024. Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may range up to approximately $600 million above the amount accrued as of December 31, 2024.
Includes accrued obligations of $137 million due in the next twelve months with the remainder being due subsequent to 2025. Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may range up to approximately $553 million above the amount accrued as of December 31, 2025.
Environmental Matters Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. At December 31, 2024, the company had accrued obligations of $478 million for probable environmental remediation and restoration costs, including $46 million for the remediation of Superfund sites.
Environmental Matters Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. At December 31, 2025, the company had accrued obligations of $562 million for probable environmental remediation and restoration costs, including $49 million for the remediation of Superfund sites.
Refer to Note 15 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, Note 14 – Leases, and Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, respectively, for further discussion.
See Note 14 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, Note 13 – Leases, and Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, respectively, for further discussion.
Summary of Cash Flows For the Year Ended December 31, (In millions) 2024 2023 2022 Cash provided by (used for) operating activities – continuing operations $ 2,296 $ 1,809 $ 912 Cash provided by (used for) operating activities – continuing operations for the year ended December 31, 2024 was $2,296 million compared to $1,809 million for the year ended December 31, 2023.
Summary of Cash Flows For the Year Ended December 31, (In millions) 2025 2024 2023 Cash provided by (used for) operating activities – continuing operations $ 3,457 $ 2,296 $ 1,809 Cash provided by (used for) operating activities – continuing operations for the year ended December 31, 2025 was $3,457 million compared to $2,296 million for the year ended December 31, 2024.
For the Year Ended December 31, (In millions) 2024 2023 2022 Cash provided by (used for) financing activities $ (1,199) $ (99) $ (1,180) Cash provided by (used for) financing activities was $(1,199) million for the year ended December 31, 2024 compared to $(99) million for the year ended December 31, 2023.
For the Year Ended December 31, (In millions) 2025 2024 2023 Cash provided by (used for) financing activities $ (1,644) $ (1,199) $ (99) Cash provided by (used for) financing activities was $(1,644) million for the year ended December 31, 2025 compared to $(1,199) million for the year ended December 31, 2024.
The company completed the 2021 Share Buyback Plan during the first quarter of 2023 and repurchased and retired 4,098,000, 17,425,000 and 5,572,000 shares in the open market for a total cost of $250 million, $1 billion, and $250 million during the years ended December 31, 2023, 2022 and 2021, respectively.
The company completed the 2021 Share Buyback Plan during the first quarter of 2023 and repurchased and retired 4,098,000, 17,425,000 and 5,572,000 shares in the open market for a total cost of $250 million, $1 billion, and $250 million during the years ended December 31, 2023, 2022 and 2021, respectively. 50 Table Of Contents Part II ITEM 7.
(In millions) December 31, 2024 December 31, 2023 Cash, cash equivalents and marketable securities $ 3,169 $ 2,742 Total debt $ 2,703 $ 2,489 The company's credit ratings impact its access to the debt capital markets and cost of capital. The company remains committed to a strong financial position and strong investment-grade rating.
(In millions) December 31, 2025 December 31, 2024 Cash, cash equivalents and marketable securities $ 4,530 $ 3,169 Total debt $ 2,580 $ 2,703 The company's credit ratings impact its access to the debt capital markets and cost of capital. The company remains committed to a strong financial position and strong investment-grade rating.
The company's long-term and short-term credit ratings assigned to EIDP are as follows: Long-term Short-term Outlook Standard & Poor's 1 A- A-2 Stable Moody’s Investors Service A3 P-2 Stable Fitch Ratings 1 A F1 Stable 1.
The company's long-term and short-term credit ratings assigned to EIDP are as follows: Long-term Short-term Outlook Standard & Poor's 1 A- A-2 Watch Negative Moody’s Investors Service Baa1 P-2 Watch Negative Fitch Ratings 1 A F1 Watch Negative 1.
At December 31, 2024, management believed that sufficient liquidity is available in the U.S. with global operating cash flows, borrowing capacity from existing committed credit facilities, and access to capital markets and commercial paper markets.
At December 31, 2025, management believed that sufficient liquidity is available in the United States with global operating cash flows, borrowing capacity from existing committed credit facilities, and access to capital markets and commercial paper markets.
In connection with the 2022 Share Buyback Plan, the company repurchased and retired 17,909,000 shares and 10,026,000 shares in the open market and through privately-negotiated transactions for a cost (excluding excise taxes) of $1 billion and $500 million during the year ended December 31, 2024 and 2023, respectively.
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 year ended December 31, 2025, 2024 and 2023, respectively.
Where appropriate, asset-liability studies are also taken into consideration. The expected long-term rate of return on plan assets is based upon historical real returns (net of inflation) for the asset classes covered by the investment policy, expected performance, and projections of inflation and interest rates over the long-term period during which benefits are payable to plan participants.
The expected long-term rate of return on plan assets is based upon historical real returns (net of inflation) for the asset classes covered by the investment policy, expected performance, and projections of inflation and interest rates over the long-term period during which benefits are payable to plan participants.
Pre-tax environmental expenses charged to income (loss) from continuing operations before income taxes are summarized below: For the Year Ended December 31, (In millions) 2024 2023 2022 Environmental operating costs $ 168 $ 178 $ 154 Environmental remediation costs 1 42 47 84 $ 210 $ 225 $ 238 1.
Pre-tax environmental expenses charged to income (loss) from continuing operations before income taxes are summarized below: For the Year Ended December 31, (In millions) 2025 2024 2023 Environmental operating costs $ 155 $ 168 $ 178 Environmental remediation costs 1 67 42 47 $ 222 $ 210 $ 225 1.
MOU Escrow Contributions On January 22, 2021, Chemours, DuPont, Corteva and EIDP entered into a binding memorandum of understanding containing a settlement to resolve legal disputes originating from the Delaware Litigation and Pending Arbitration, and to establish a cost sharing arrangement for potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities arising out of pre-July 1, 2015 conduct (the “MOU”).
MOU Escrow Contributions On January 22, 2021, Chemours, DuPont, Corteva and EIDP entered into a binding memorandum of understanding containing a settlement to resolve legal disputes originating from the Delaware Litigation and Pending Arbitration, and to establish a cost sharing arrangement for potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities arising out of pre-July 55 Table Of Contents Part II ITEM 7.
The company measures the service and interest cost components utilizing a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. 51 Table Of Contents Part II ITEM 7.
The company measures the service and interest cost components utilizing a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
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.
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. 44 Table Of Contents Part II ITEM 7.
Indemnification Assets The company has entered into various agreements where the company is indemnified for certain liabilities by DuPont, Dow and Chemours. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Indemnification Assets The company has entered into various agreements where the company is indemnified for certain liabilities by DuPont, Dow and Chemours. The term of this indemnification is generally indefinite and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments.
For example, changes in facts and circumstances that alter the probability that the company will realize deferred tax assets could result in recording a valuation allowance, thereby reducing the deferred tax asset and generating a deferred tax expense in the relevant period. In some situations, these changes could be material. 53 Table Of Contents Part II ITEM 7.
For example, changes in facts and circumstances that alter the probability that the company will realize deferred tax assets could result in recording a valuation allowance, thereby reducing the deferred tax asset and generating a deferred tax expense in the relevant period. In some situations, these changes could be material.
In determining the 2024 net periodic pension cost in the U.S., an assumption of 4.50 percent for expected long-term rate of return on plan assets was used.
In determining the 2025 net periodic pension cost in the U.S., an assumption of 6.00 percent for expected long-term rate of return on plan assets was used.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Remediation Accrual Changes in the remediation accrual balance are summarized below: (In millions) Balance at December 31, 2022 $ 512 Remediation payments (50) Net increase in remediation accrual 1 47 Net change, indemnification 2 (8) Balance at December 31, 2023 $ 501 Remediation payments (58) Net increase in remediation accrual 1 42 Net change, indemnification 2 (7) Balance at December 31, 2024 3 $ 478 1.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Remediation Accrual Changes in the remediation accrual balance are summarized below: (In millions) Balance at December 31, 2023 $ 501 Remediation payments 1 (58) Net increase in remediation accrual 1 42 Net change, indemnification 2 (7) Balance at December 31, 2024 $ 478 Remediation payments 1 (40) Net increase in remediation accrual 1 67 Net change, indemnification 2 57 Balance at December 31, 2025 3 $ 562 1.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Reconciliation of Income (Loss) from Continuing Operations after Income Taxes to Operating EBITDA Year Ended December 31, (In millions) 2024 2023 2022 Income (loss) from continuing operations after income taxes (GAAP) $ 863 $ 941 $ 1,216 Provision for (benefit from) income taxes on continuing operations 412 152 210 Income (loss) from continuing operations before income taxes (GAAP) $ 1,275 $ 1,093 $ 1,426 Depreciation and amortization 1,227 1,211 1,223 Interest income (132) (283) (124) Interest expense 233 233 79 Exchange (gains) losses - net 284 397 229 Non-operating (benefits) costs - net 174 151 (111) Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges — — — Significant items (benefit) charge 315 579 502 Operating EBITDA (Non-GAAP) $ 3,376 $ 3,381 $ 3,224 Significant Items Year Ended December 31, (In millions) 2024 2023 2022 Restructuring and asset related charges - net $ 288 $ 336 $ 363 Estimated settlement expense 1 101 204 87 Inventory write-offs 2 (2) 7 33 Spare parts write-off 3 — 12 — (Gain) loss on sale of business, assets and equity investments 2 (7) (14) (10) Settlement costs associated with the Russia Exit 2 — — 8 Seed sale associated with Russia Exit 2,4 — (18) (3) Acquisition-related costs 5 6 45 — Employee Retention Credit — (3) (9) AltEn facility remediation charges — 10 33 Insurance proceeds 6 (71) — — Total pre-tax significant items (benefit) charge $ 315 $ 579 $ 502 Total tax (benefit) provision impact of significant items 7 (80) (131) (102) Tax only significant item (benefit) charge 8 116 (45) (133) Total significant items (benefit) charge, after tax $ 351 $ 403 $ 267 1.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Reconciliation of Income (Loss) from Continuing Operations after Income Taxes to Operating EBITDA For the Year Ended December 31, (In millions) 2025 2024 2023 Income (loss) from continuing operations after income taxes (GAAP) $ 1,204 $ 863 $ 941 Provision for (benefit from) income taxes on continuing operations 484 412 152 Income (loss) from continuing operations before income taxes (GAAP) $ 1,688 $ 1,275 $ 1,093 Depreciation and amortization 1,203 1,227 1,211 Interest income (136) (132) (283) Interest expense 180 233 233 Exchange (gains) losses - net 181 284 397 Non-operating (benefits) costs - net 39 174 151 Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges — — — Significant items (benefit) charge 658 315 579 Separation costs 35 — — Operating EBITDA (Non-GAAP) $ 3,848 $ 3,376 $ 3,381 Significant Items For the Year Ended December 31, (In millions) 2025 2024 2023 Restructuring and asset related charges - net $ 146 $ 288 $ 336 Bayer resolution 1 610 — — Estimated settlement expense 2 — 101 204 Inventory write-offs 3 — (2) 7 Spare parts write-off 4 — — 12 (Gain) loss on sale of business, assets and equity investments 3,4 (37) (7) (14) Seed sale associated with Russia Exit 3,5 — — (18) Acquisition-related costs 6 — 6 45 Employee Retention Credit — — (3) AltEn facility remediation charges 7 37 — 10 Insurance proceeds 8 (98) (71) — Total pre-tax significant items (benefit) charge $ 658 $ 315 $ 579 Total tax (benefit) provision impact of significant items 9 (153) (80) (131) Tax only significant item (benefit) charge 10 77 116 (45) Total significant items (benefit) charge, after tax $ 582 $ 351 $ 403 1.
The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities - discontinued operations." EIDP’s cash provided by (used for) operating activities - discontinued operations for the year ended December 31, 2023 was $(40) million compared to $(40) million for the year ended December 31, 2022.
The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) operating activities - discontinued operations." Cash provided by (used for) investing activities EIDP’s cash provided by (used for) investing activities for the year ended December 31, 2025 was $(543) million compared to $(228) million for the year ended December 31, 2024.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued 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.
The company believes its cash on hand, as well as 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued based on current regulatory and economic climates, recent operating results, and assumed business strategy from a market participant perspective and includes an estimate of long-term future growth rates based on such strategy. Actual results may differ from those assumed in the company’s forecasts.
The company’s estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and assumed business strategy from a market participant perspective and includes an estimate of long-term future growth rates based on such strategy. Actual results may differ from those assumed in the company’s forecasts.
The change was primarily driven by the items noted on page 49, under the header "Cash provided by (used for) investing activities." Cash provided by (used for) financing activities EIDP’s cash provided by (used for) financing activities was $(1,602) million for the year ended December 31, 2024 compared to an as-restated $(38) million for the year ended December 31, 2023.
Cash provided by (used for) financing activities EIDP’s cash provided by (used for) financing activities was $(1,644) million for the year ended December 31, 2025 compared to $(1,602) million for the year ended December 31, 2024. The change was primarily driven by the items noted on page 50, under the header "Cash provided by (used for) financing activities".
There were no new notices in 2024 and two new notices in 2023. Environmental Capital Expenditures Capital expenditures for environmental projects, either required by law or necessary to meet the company’s internal environmental goals, were approximately $7 million for the year ended December 31, 2024.
There were no new notices in 2025 and 2024. Environmental Capital Expenditures Capital expenditures for environmental projects, either required by law or necessary to meet the company’s internal environmental goals, were approximately $9 million for the year ended December 31, 2025. The company currently estimates expenditures for environmental-related capital projects to be approximately $14 million in 2026.
The following table summarizes the extent to which the company's income (loss) from continuing operations before income taxes for the years ended December 31, 2024, 2023 and 2022 was affected by pre-tax charges related to long-term employee benefits: For the Year Ended December 31, (In millions) 2024 2023 2022 Net periodic benefit (credit) cost - pension and OPEB $ 160 $ 138 $ (142) Defined contributions 146 146 133 Long-term employee benefit plan (credit) charges - continuing operations $ 306 $ 284 $ (9) 57 Table Of Contents Part II ITEM 7.
The following table summarizes the extent to which the company's income (loss) from continuing operations before income taxes for the years ended December 31, 2025, 2024 and 2023 was affected by pre-tax charges related to long-term employee benefits: For the Year Ended December 31, (In millions) 2025 2024 2023 Net periodic benefit (credit) cost - pension and OPEB $ 36 $ 160 $ 138 Defined contributions 150 146 146 Long-term employee benefit plan (credit) charges - continuing operations $ 186 $ 306 $ 284 The above (credit) charges for pension and OPEB are determined as of the beginning of each period.
Critical Accounting Estimates The company's significant accounting policies are more fully described in Note 2 - Summary of Significant Accounting Policies, to the Consolidated Financial Statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Critical Accounting Estimates The company's significant accounting policies are more fully described in Note 2 - Summary of Significant Accounting Policies, to the Consolidated Financial Statements.
The following table shows the market-related value and fair value of plan assets for the principal U.S. pension plan: (In billions) December 31, 2024 December 31, 2023 December 31, 2022 Market-related value of assets $ 10.6 $ 11.9 $ 13.6 Fair value of plan assets $ 10.4 $ 11.4 $ 12.3 For plans other than the principal U.S. pension plan, pension expense is determined using the fair value of assets.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued The following table shows the market-related value and fair value of plan assets for the principal U.S. pension plan: (In billions) December 31, 2025 December 31, 2024 December 31, 2023 Market-related value of assets $ 10.0 $ 10.6 $ 11.9 Fair value of plan assets $ 10.0 $ 10.4 $ 11.4 For plans other than the principal U.S. pension plan, pension expense is determined using the fair value of assets.
Cash provided by (used for) operating activities - continuing operations EIDP’s cash provided by (used for) operating activities - continuing operations for the year ended December 31, 2024 was $2,338 million compared to an as-restated $1,768 million for the year ended December 31, 2023.
Cash provided by (used for) operating activities - continuing operations EIDP’s cash provided by (used for) operating activities - continuing operations for the year ended December 31, 2025 was $3,457 million compared to $2,338 million for the year ended December 31, 2024.
For the years ended December 31, 2024, 2023 and 2022, the market-related value of assets is calculated by averaging market returns over 36 months.
For the years ended December 31, 2025, 2024 and 2023, the market-related value of assets is calculated by averaging market returns over 36 months. 52 Table Of Contents Part II ITEM 7.
In addition, Corteva, Inc. has been assigned a long-term issuer credit rating of A- with Stable outlook by Standard & Poor's and an Issuer Default Rating of A with Stable outlook by Fitch Ratings. 46 Table Of Contents Part II ITEM 7.
In addition, Corteva, Inc. has been assigned a long-term issuer credit rating of A- with Watch Negative outlook by Standard & Poor's and an Issuer Default Rating of A with Watch Negative outlook by Fitch Ratings.
Discount rate and expected long-term rate of return on plan assets are two critical assumptions in measuring the cost and benefit obligation of the company's pension and OPEB plans. Management reviews these two key assumptions when plans are re-measured. These and other assumptions are updated periodically to reflect the actual experience and expectations on a plan specific basis as appropriate.
Discount rate and expected long-term rate of return on plan assets are two critical assumptions in measuring the cost and benefit obligation of the company's pension and other post-employment benefit ("OPEB") plans. Management reviews these two key assumptions when plans are re-measured.
In such situations, the company will not recognize a loss if, based upon a thorough review of all relevant facts and information, management believes that it is probable that the pending judgment will be successfully overturned on appeal. A detailed discussion of significant litigation matters is contained in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.
In such situations, the company will not recognize a loss if, based upon a thorough review of all relevant facts and information, management believes that it is probable that the pending judgment will be successfully overturned on appeal.
The settling companies utilized the balance in the MOU Escrow Account, along with amounts previously expected to be contributed to the MOU Escrow Account in 2023, among other sources, to make their respective contributions to the Water District Settlement Fund. Refer to Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information.
The settling companies utilized the balance in the MOU Escrow Account, along with amounts previously expected to be contributed to the MOU Escrow Account in 2023, among other sources, to make their respective contributions to the Water District Settlement Fund.
The company’s significant assumptions in these analyses include future cash flow projections, weighted average cost of capital, the terminal growth rate and the tax rate. The company’s estimates of future cash flows are 54 Table Of Contents Part II ITEM 7.
The company’s significant assumptions in these analyses include future cash flow projections, weighted average cost of capital, the terminal growth rate and the tax rate.
The company made its annual installment deposits due to the MOU Escrow Account through December 31, 2024, waiving the contribution due in 2023 pursuant to the supplemental agreement to the MOU executed by Chemours, DuPont and Corteva provided certain conditions were met.
The company made its annual installment deposits due to the MOU Escrow Account through December 31, 2025, when considering the 2023 waiver and 2025 suspension pursuant to supplemental agreements to the MOU executed by Chemours, DuPont and Corteva as certain conditions were met.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued 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 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Cash provided by (used for) investing activities EIDP’s cash provided by (used for) investing activities for the year ended December 31, 2024 was $(228) million compared to an as-restated $(2,007) million for the year ended December 31, 2023.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued For the Year Ended December 31, (In millions) 2025 2024 2023 Cash provided by (used for) investing activities $ (543) $ (589) $ (1,987) Cash provided by (used for) investing activities was $(543) million for the year ended December 31, 2025 compared to $(589) million for the year ended December 31, 2024.
Segment Operating EBITDA was $1,272 million in 2024, down 7 percent from $1,374 million from 2023. Pricing pressure and the unfavorable impact of currency more than offset productivity savings, raw material deflation, and volume growth. Segment operating EBITDA margin contracted by approximately 45 basis points versus the prior-year period.
Pricing pressure and the unfavorable impact of currency more than offset productivity savings, raw material deflation, and volume growth. Segment operating EBITDA margin contracted by approximately 45 basis points versus the prior-year period. 43 Table Of Contents Part II ITEM 7.
Over this period, Chemours will deposit a total of $500 million in the account and DuPont and Corteva, together, will deposit an additional $500 million pursuant to the terms of the Letter Agreement.
The MOU provides that contributions to the MOU Escrow Account will be made by Chemours, DuPont and Corteva, annually over an eight-year period through 2028. Over this period, Chemours will deposit a total of $500 million in the account and DuPont and Corteva, together, will deposit an additional $500 million pursuant to the terms of the Letter Agreement.
In May 2023, the company repaid the $1 billion loan using the proceeds from the May 2023 Debt Offering. In February 2024, the company amended and restated the 364-Day Revolving Credit Facility increasing the facility amount to $1 billion and extending the expiration date to February 2025.
In February 2024, the company amended and restated the 364-Day Revolving Credit Facility, increasing the facility amount to $1 billion and extending the expiration date to February 2025. In February 2025, the company amended and restated the 364-Day Revolving Credit Facility, decreasing the facility amount from $1 billion to $750 million and extending the expiration date to February 2026.
Cash provided by (used for) investing activities was $(1,987) million for the year ended December 31, 2023 compared to $(632) million for the year ended December 31, 2022.
EIDP’s cash provided by (used for) financing activities was $(1,602) million for the year ended December 31, 2024 compared to $(38) million for the year ended December 31, 2023.
Refer to Note 16 – Commitments and Contingent Liabilities for further details on the company’s accrued obligations at December 31, 2024.
See Note 15 – Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for further details on the company’s accrued obligations at December 31, 2025.
The change was primarily due lower required borrowings in 2024 to fund working capital needs, capital spending, dividend payments and share repurchases. In addition, there were additional 49 Table Of Contents Part II ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued borrowings in 2023 to partially fund the Stoller and Symborg acquisitions.
The change was primarily due lower required borrowings in 2024 to fund working capital needs, capital spending, dividend payments and share repurchases. In addition, there were additional borrowings in 2023 to partially fund the Stoller and Symborg acquisitions.
Excludes indemnified remediation obligations. 2. Represents the net change in indemnified remediation obligations based on activity. Pursuant to the Chemours Separation Agreement and subsequent MOU, and the Corteva Separation Agreement, as discussed in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, EIDP is indemnified by Chemours and DuPont for certain environmental matters. 3.
Substantially all relates to activity pursuant to the Chemours Separation Agreement and subsequent MOU, as discussed in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, in which EIDP is indemnified by Chemours and DuPont for certain environmental matters. 3.
Estimates based on these assumptions may differ significantly from actual results. Changes in factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time in which such impairments are recognized.
Estimates based on these assumptions may differ significantly from actual results. Changes in factors and assumptions used in assessing potential impairments can have a significant impact on the existence and 54 Table Of Contents Part II ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Crop Protection Crop Protection net sales were $7,363 million in 2024, down 5 percent from $7,754 million in 2023. The sales decrease was driven by a 5 percent decrease in price and a 3 percent unfavorable impact from currency, partially offset by a 3 percent increase in volume.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued Seed Seed net sales were $9,898 million in 2025, up 4 percent from $9,545 million in 2024. The sales increase was driven by a 3 percent increase in price and a 2 percent increase in volume, partially offset by a 1 percent unfavorable currency impact.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Foreign Currency Exchange Rate Risks The company has significant international operations resulting in a large number of currency transactions that result from international sales, purchases, investments and borrowings. The primary currencies for which the company has an exchange rate exposure are the Brazilian real, Euro, Swiss franc, Canadian dollar and Argentine peso.
Foreign Currency Exchange Rate Risks The company has significant international operations resulting in a large number of currency transactions that result from international sales, purchases, investments and borrowings. The primary currencies for which the company has an exchange rate exposure are the Brazilian real, Euro, Canadian dollar and Argentine peso.
In the ordinary course of business, the company enters into derivative instruments to hedge its exposure to foreign currency and commodity price risks under established procedures and controls. For additional information on these derivatives and related exposures, see Note 20 - Financial Instruments, to the Consolidated Financial Statements.
In the ordinary course of business, the company enters into derivative instruments to hedge its exposure to foreign currency and commodity price risks under established procedures and controls. For additional information on these derivatives and related exposures, see Note 19 - Financial Instruments, to the Consolidated Financial Statements.
In addition to the contracts disclosed in Note 20 - Financial Instruments, to the Consolidated Financial Statements, from time to time, the company may enter into foreign currency exchange contracts to establish with certainty the U.S. dollar ("USD") amount of future firm commitments denominated in a foreign currency.
In addition to the contracts disclosed in Note 19 - Financial Instruments, to the Consolidated Financial Statements, from time to time, the company may enter into foreign currency exchange contracts to establish with certainty the U.S. Dollar ("USD") amount of future firm commitments denominated in a foreign currency.
The following table illustrates the fair values of outstanding foreign currency contracts at December 31, 2024 and 2023, and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, 2024 and 2023. The sensitivities for foreign currency contracts are based on a 10 percent adverse change in foreign exchange rates.
The following table illustrates the fair values of outstanding foreign currency contracts at December 31, 2025 and 2024, and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, 2025 and 2024. The sensitivities for foreign currency contracts are based on a 10 percent adverse change in foreign exchange rates.
Fair Value (Liability)/Asset Fair Value Sensitivity (In millions) 2024 2023 2024 2023 Foreign currency contracts $ (33) $ 22 $ (460) $ (492) The potential gain/loss in value for each risk management portfolio described above would be offset in part by changes in the value of the underlying exposure.
Fair Value (Liability)/Asset Fair Value Sensitivity (In millions) 2025 2024 2025 2024 Foreign currency contracts $ (13) $ (33) $ (471) $ (460) The potential gain/loss in value for each risk management portfolio described above would be offset in part by changes in the value of the underlying exposure.
As a result, it may require that customers provide some type of financial guarantee in certain circumstances. Length of terms for customer credit varies by region. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required by this Item are included herein, commencing on page F-1 of this report.
Length of terms for customer credit varies by region. 60 Table Of Contents Part II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required by this Item are included herein, commencing on page F-1 of this report.
Credit risk associated with its receivables balance is representative of the geographic, industry and customer diversity associated with the company's global product lines. 60 Table Of Contents Part II ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, continued The company also maintains strong credit controls in evaluating and granting customer credit.
Credit risk associated with its receivables balance is representative of the geographic, industry and customer diversity associated with the company's global product lines. The company also maintains strong credit controls in evaluating and granting customer credit. As a result, it may require that customers provide some type of financial guarantee in certain circumstances.

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