Corteva, Inc 8-K, filed Nov 12, 2026
Corteva, Inc. (CTVA)
8-K
2026-11-12
For: 2026-11-11
View Original
Added on
November 12, 2026
About this 8-K
Corteva, Inc filed this 8-K on November 12, 2026, reporting on events of November 11, 2026.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 11, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||||||||
| of Incorporation) | File Number) | Identification No.) | ||||||||||||
(Address of principal executive offices)(Zip Code)
(833 ) 267-8382
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||||
| Corteva, Inc. | ||||||||||||||||||||
| EIDP, Inc. | ||||||||||||||||||||
| EIDP, Inc. | ||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition
On November 11, 2026 , Corteva, Inc. (the “Company”) announced its consolidated financial results for the quarter ended September 30, 2026. A copy of the Company’s press release and financial statement schedules are furnished herewith on Form 8-K as Exhibits 99.1 and 99.2, respectively. The information contained in this report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. In addition, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information
The unaudited Pro Forma Combined Financial Statements for New Corteva as of September 30, 2026, and for the three and nine months ended September 30, 2026 and 2025, are attached as Exhibit 99.3 hereto and incorporated herein by reference, and were prepared in accordance with Article 11 of Regulation S-X, to give effect to the spin-off and ancillary transactions including those related to New Corteva's capital structure after the spin-off.
Cautionary Statements About Forward-Looking Statements
This report contains certain forward-looking statements. Words such as “plans,” “outlook,” “will,” “is designed to,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, 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 targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; the anticipated benefits and impacts of Corteva’s separation of its Seed business; and the outcome of contingencies, such as litigation and environmental matters. These forward-looking statements reflect management’s current expectations and are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control.
While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Some of the important factors that could cause the Company’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of the Company’s products; (ii) failure to successfully develop and commercialize the Company’s pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of the Company’s technology and other agricultural products; (iv) failure to comply with competition and antitrust laws; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of competition in the Company’s industry; (vii) risks related to recent funding and staff reductions at U.S. government agencies; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) effect of changes in agricultural and related policies of governments and international organizations; (x) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities; (xi) risk related to geopolitical and military conflict; (xii) effect of volatility in the Company’s input costs; (xiii) risks related to the Company’s global operations; (xiv) effect of industrial espionage and other disruptions to the Company’s supply chain, information technology or network systems; (xv) impact of the Company’s dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvi) failure of the Company’s customers to pay their debts to the company, including customer financing programs; (xvii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the Company; (ix) increases in pension and other post-employment benefit plan funding obligations; (x) risks related to pandemics or epidemics; (xi) capital markets sentiment towards sustainability matters; (xxii) risk related to the Company’s intellectual property rights or defense against intellectual property claims asserted by others; (xxiii) the effect of counterfeit products; (xxiv) risks related to the Company’s separation from DowDuPont; and (xxv) risks related to the Company’s separation of its Seed business including, but not limited to, whether the objectives of the separation will be achieved; the terms, structure, benefits and costs of any action or transaction resulting from the separation; risks related to the Company and Vylor providing services to one another; the risk of any unexpected costs or expenses resulting from the separation and the risk of any litigation as a result of, or relating to, the separation, including but not limited to fraudulent conveyance claims.
Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the “Risk Factors” section of Corteva’s Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
(d) Exhibits.
Press Release dated | |||||
Financial Statement Schedules dated | |||||
| Unaudited Pro Forma Combined Financial Statements for New Corteva as of September 30, 2026, and for the three and nine months ended September 30, 2026 | |||||
| 104 | The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Corteva, Inc. | ||||||||
| (Registrant) | ||||||||
| Date: November 12, 2026 | By: | /s/ Brian J. Titus | ||||||
| Name: Brian J. Titus | ||||||||
| Title: Vice President, Corporate Finance & Accounting Officer | ||||||||
| EIDP, Inc. | ||||||||
| (Registrant) | ||||||||
| Date: November 12, 2026 | By: | /s/ Brian J. Titus | ||||||
| Name: Brian J. Titus | ||||||||
| Title: Vice President, Corporate Finance & Accounting Officer | ||||||||
News Release Corteva Reports Third-Quarter 2026 Results; Updates FY 2026 Outlook • Third-quarter results reflect strong new product sales growth and continued operational excellence, helping mitigate broader market headwinds • Pricing pressure was concentrated in North America and Latin America, reflecting an anticipated acetochlor headwind and competitive dynamics on molecules late in their lifecycle, respectively • Full-year 2026 guidance updated reflecting weaker market conditions than previously anticipated in Brazil INDIANAPOLIS, November 11, 2026 – Corteva, Inc. (NYSE: CTVA) (“Corteva” or the “Company”) today reported financial results for the third quarter and nine months ended September 30, 2026. 3Q 2026 Results Overview Net Sales Loss from Cont. Ops (After Tax) EPS Pro Forma GAAP $1.59B $(54)M $(0.08) vs. 3Q 2025 (9)% (190)% (189)% Organic1 Sales Operating EBITDA1 Operating EPS1 Adjusted Pro Forma NON-GAAP $1.58B $0.22B $0.06 vs. 3Q 2025 (9)% (17)% (57)% YTD 2026 Results Overview Net Sales Inc. from Cont. Ops (After Tax) EPS Pro Forma GAAP $5.36B $112M $0.16 vs. YTD 2025 (1)% (68)% (68)% Organic1 Sales Operating EBITDA1 Operating EPS1 Adjusted Pro Forma NON-GAAP $5.20B $0.94B $0.76 vs. YTD 2025 (4)% Flat 49% 2026 YTD Highlights • Net sales decreased 1% and organic1 sales decreased 4%. Volume was flat with growth in all regions, except Latin America. Price declined 4%, primarily reflecting pressure on molecules late in their lifecycle in Brazil and acetochlor in the U.S. • Pro Forma GAAP income from continuing operations after taxes was $112 million, with a margin of 2.1%, while earnings per share (EPS) from continuing operations was $0.16 per share. • Adjusted Pro Forma Operating EBITDA1 and Operating EPS1 were $943 million, and $0.76 per share, respectively. Adjusted Pro Forma Operating EBITDA margin expanded 30 basis points to 17.6%. • Board of Directors authorized first common dividend post spin. • Company updates full-year 2026 guidance3 and expects Adjusted Pro Forma Operating EBITDA1 to be in the range of $1.1 to $1.125 billion. Adjusted Pro Forma Operating EPS1 is expected to be between $0.76 and $0.80 per share. 1. Organic Sales, Adjusted Pro Forma Operating EPS, and Adjusted Pro Forma Operating EBITDA are non-GAAP measures. See page 4 for further discussion. 2. North America is defined as U.S. and Canada. EMEA is defined as Europe, Middle East and Africa. 3. The Company does not provide the most comparable GAAP measure on a forward-looking basis. See page 3 for further discussion.
News Release 3Q/YTD 2026 2 “We executed well against the things we can control. New products performed strongly, productivity delivered, and we generated broad- based organic growth outside Latin America. The pressure remains concentrated. Acetochlor pricing in the U.S. was consistent with our expectations, but Brazil was materially weaker than anticipated. While those conditions are reflected in our updated outlook, our strategy has not changed. Innovation, productivity and disciplined execution remain the foundation for sustainable long-term growth.” Luke Kissam CEO Summary of Third Quarter 2026 For the third quarter ended September 30, 2026, net sales decreased 9% versus the same period last year. Organic1 sales decreased 9%. Volume declined 2% year over year, as broad-based growth across most regions was more than offset by challenging market dynamics in Brazil. Pricing declined 7%, driven by competitive pressure on molecules late in their lifecycle in Brazil and U.S. acetochlor. North America2 reported 7% organic1 sales growth, with volume up 19% as new product growth and early demand more than offset pricing headwinds in U.S. acetochlor. EMEA2 reported 14% organic1 sales growth, driven by strong demand for new and differentiated products while holding price flat. Latin America organic1 sales declined 31%, reflecting challenging market dynamics in Brazil. Volumes decreased 24% due to elevated channel inventory and delayed purchasing given farmer liquidity constraints and high interest rates. Price declined 7% amid competitive pressure on mature molecules. Asia Pacific reported 5% organic1 sales growth, led by strong demand for new products, which supported 7% volume growth. Price declined 2% due to a competitive market environment. Pro Forma GAAP income (loss) from continuing operations after income taxes was $(54) million in third quarter of 2026 compared to $60 million in third quarter of 2025, a margin decline of 680 basis points. Adjusted Pro Forma Operating EBITDA1 for the third quarter of 2026 was $222 million, down 17% compared to prior year, translating into 140 basis points of Adjusted Pro Forma Operating EBITDA1 margin erosion. Adjusted Pro Forma 3Q 3Q % % ($ in millions, except where noted) 2026 2025 Change Organic1 Change Net Sales $1,591 $1,742 (9)% (9)% North America $574 $537 7% 7% EMEA $239 $213 12% 14% Latin America $570 $791 (28)% (31)% Asia Pacific $208 $201 3% 5% 3Q Operating EBITDA $222 $268 (17)% N/A Adjusted Pro Forma YTD YTD % % ($ in millions, except where noted) 2026 2025 Change Organic1 Change Net Sales $5,357 $5,419 (1)% (4)% North America $1,826 $1,821 -% -% EMEA $1,438 $1,345 7% 1% Latin America $1,403 $1,601 (12)% (18)% Asia Pacific $690 $652 6% 7% YTD Operating EBITDA $943 $937 0% N/A
News Release 3Q/YTD 2026 3 2026 Guidance Agricultural fundamentals continue to be supported by the need for growers to improve productivity and protect yield, driving demand for differentiated technologies. However, Crop Protection market conditions have become more challenging, particularly in Brazil, where farmer liquidity constraints, elevated financing costs, just-in-time purchasing and increased pricing pressure have resulted in a significantly softer market than previously anticipated. Demand for the Company’s differentiated new products remains strong, and regional performance outside Latin America has been resilient. Reflecting these market dynamics, primarily the deterioration in Brazil, the Company updated its full-year 2026 guidance³. Adjusted Pro Forma Operating EBITDA¹ is now expected to be between $1.1 billion and $1.125 billion, and Adjusted Pro Forma Operating EPS1 is expected to be between $0.76 and $0.80 per share. The Company remains focused on the priorities within its control, including differentiated innovation, productivity and disciplined execution. The Company is not able to reconcile its forward-looking non-GAAP financial measures to its most comparable U.S. GAAP financial measures, as it is unable to predict with reasonable certainty items outside of its control, such as Significant Items, without unreasonable effort. Third Quarter Conference Call The Company will host a live webcast of its third quarter 2026 earnings conference call with investors to discuss its results and outlook tomorrow, November 12, 2026, at 10:30 a.m. ET. The slide presentation that accompanies the conference call is posted on the Company’s Investor Events and Presentations page. A replay of the webcast will also be available on the Investor Events and Presentations page. About Corteva Corteva, Inc. (NYSE: CTVA) is a global crop protection company with a leading portfolio of differentiated solutions, including award-winning conventional chemistries and advantaged biologicals, seed-applied technologies and nature-inspired products that help farmers increase yields and protect crops from the stresses of weather, insects, weeds and diseases. Driven by a robust innovation pipeline, deep customer relationships, operational excellence, and disciplined capital allocation, Corteva is focused on creating value for our farmers, channel partners, employees, shareholders, and the communities in which it operates. More information can be found at www.corteva.com. Cautionary Statement About Forward-Looking Statements This press release contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “outlook,” “will,” “is designed to,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s (the “company’s”) financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; sustainability targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; the anticipated benefits and impacts of Corteva’s separation of its Seed business; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements. Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond the company’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the company’s business, results of operations and financial condition. Some of the important factors that could cause the company’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of the company’s products; (ii) failure to successfully develop and commercialize the company’s pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of the company’s technology and other agricultural products; (iv) failure to comply with competition and antitrust laws; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of competition in the company’s industry; (vii) risks related to recent funding and staff reductions at U.S. government agencies; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) effect of changes in agricultural and related policies of governments and international organizations; (x) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities; (xi) risk related to geopolitical and military conflict; (xii) effect of volatility in the company’s input costs; (xiii) risks related to the company’s global operations; (xiv) effect of industrial espionage and other disruptions to the company’s supply chain, information technology or network systems; (xv) impact of the company’s dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvi) failure of the company’s customers to pay their debts to the company, including customer financing programs; (xvii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the company; (ix) increases in pension and other post-employment benefit plan funding obligations; (x) risks related to pandemics or epidemics; (xi) capital markets sentiment towards sustainability matters; (xxii) risk related to the company’s intellectual property rights or defense against intellectual property claims asserted by others; (xxiii) the effect of counterfeit products; ((xxiv) risks related to Corteva’s separation from DowDuPont; and (xxv) risks related to Corteva’s separation of its Seed business including, but not limited to, whether the objectives of the separation will be achieved; the terms, structure, benefits and costs of any action or transaction resulting from the separation; risks related to Corteva and Vylor providing services to one another; the risk of any unexpected costs or expenses resulting from the separation and the risk of any litigation as a result of, or relating to, the separation, including but not limited to fraudulent conveyance claims. Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in Corteva’s annual and quarterly reports filed on Forms 10-K and 10-Q with the U.S. Securities and Exchange Commission.
News Release 3Q/YTD 2026 4 Regulation G (Non-GAAP Financial Measures) This earnings release includes information that does not conform to U.S. GAAP and are considered non-GAAP measures. These measures may include organic sales, organic growth (including by segment and region), adjusted pro forma operating EBITDA, adjusted pro forma operating earnings (loss) per share, and adjusted pro forma base income tax rate. Management uses these measures internally for planning and forecasting, including allocating resources and evaluating incentive compensation. Management believes that these non-GAAP measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year over year results. These non-GAAP measures supplement the Company’s U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Reconciliations for these non-GAAP measures to U.S. GAAP are provided in the Selected Financial Information and Non-GAAP Measures starting on page A-4 of the Financial Statement Schedules. Corteva is not able to reconcile its forward-looking non-GAAP financial measures to its most comparable U.S. GAAP financial measures, as it is unable to predict with reasonable certainty items outside of the Company’s control, such as significant items, without unreasonable effort. For significant items reported in the periods presented, refer to page A-8 of the Financial Statement Schedules. The Company committed to restructuring activities to optimize the Crop Protection network of manufacturing and external partners, which are expected to be substantially complete in 2028. The Company expects to record approximately $130 million to $140 million net pre-tax restructuring charges during 2026 for these activities. Organic sales is defined as price and volume and excludes currency and portfolio and other impacts, including significant items. Pro forma operating EBITDA is defined as pro forma earnings (loss) (i.e., pro forma income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits (costs), foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items and separation costs. Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites, as well as rental income recorded under the carve-out basis of accounting. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreements, between Corteva and Dow and/or DuPont, and between Corteva and Vylor, that are recorded by the Company as pre-tax income or expense. Net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting represents the non-cash net gain (loss) from changes in fair value of certain undesignated foreign currency derivative contracts. Upon settlement, which is within the same calendar year of execution of the contract, the realized gain (loss) from the changes in fair value of the non-qualified foreign currency derivative contracts will be reported in the relevant non-GAAP financial measures, allowing quarterly results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to fair value volatility. Pro forma operating EBITDA margin is defined as pro forma operating EBITDA as a percentage of net sales. Adjusted pro forma operating EBITDA represents pro forma operating EBITDA, further adjusted to reflect management’s estimates of certain incremental cost savings associated with operating Corteva as an independent public company that are not reflected in pro forma operating EBITDA. Adjusted pro forma operating EBITDA margin is defined as adjusted pro forma operating EBITDA as a percentage of net sales. Management believes this measure provides useful supplemental information regarding the expected cost structure of Corteva as an independent public company. The management adjustments are based on estimates and assumptions and actual costs and savings may differ materially from those reflected in the adjustments. Pro forma operating earnings (loss) per share is defined as pro forma income (loss) per common share from continuing operations – diluted, excluding the after-tax impact of significant items, the after-tax impact of separation costs, the after-tax impact of non-operating benefits (costs), the after-tax impact of amortization expense associated with intangible assets existing as of the Corteva Separation from DowDuPont, and the after-tax impact of net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. Although amortization of the Company’s intangible assets is excluded from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in amortization of additional intangible assets. Adjusted pro forma operating earnings (loss) per share is defined as pro forma earnings (loss) per share plus the after-tax impact of management adjustments. Pro forma adjusted base income tax rate is defined as the effective income tax rate less the effect of exchange gains (losses), significant items, separation costs, amortization of intangibles (existing as of Corteva Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and non-operating (benefits) costs, plus the effect of management adjustments. ® TM Corteva Agriscience and its affiliated companies. 11/11/2026 Media Contact Bethany Shively +1 804-866-2377 bethany.shively@corteva.com Investor Contact Rafael Soares +1 302-299-3418 rafael.soares@corteva.com
A-1
New Corteva
Pro Forma Combined Statements of Operations
(Dollars in millions, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | 1,591 | $ | 1,742 | $ | 5,357 | $ | 5,419 | |||||||||||||||
| Cost of goods sold | 993 | 1,091 | 3,205 | 3,366 | |||||||||||||||||||
| Research and development expense | 131 | 112 | 346 | 328 | |||||||||||||||||||
| Selling, general and administrative expenses | 308 | 331 | 1,011 | 982 | |||||||||||||||||||
| Amortization of intangibles | 38 | 39 | 117 | 116 | |||||||||||||||||||
| Restructuring and asset related charges - net | 22 | 30 | 130 | 128 | |||||||||||||||||||
| Separation costs | — | — | 1 | — | |||||||||||||||||||
| Other income (expense) - net | (8) | (2) | (106) | 117 | |||||||||||||||||||
| Interest expense | 28 | 40 | 85 | 116 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 63 | 97 | 356 | 500 | |||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 117 | 37 | 244 | 153 | |||||||||||||||||||
| Income (loss) from continuing operations after income taxes | (54) | 60 | 112 | 347 | |||||||||||||||||||
| Net income (loss) from continuing operations attributable to noncontrolling interests | 2 | 2 | 7 | 7 | |||||||||||||||||||
| Net income (loss) attributable to New Corteva | $ | (56) | $ | 58 | $ | 105 | $ | 340 | |||||||||||||||
| Basic earnings (loss) per share of common stock: | |||||||||||||||||||||||
| Basic earnings (loss) per share of common stock from continuing operations | $ | (0.08) | $ | 0.09 | $ | 0.16 | $ | 0.50 | |||||||||||||||
| Diluted earnings (loss) per share of common stock: | |||||||||||||||||||||||
| Diluted earnings (loss) per share of common stock from continuing operations | $ | (0.08) | $ | 0.09 | $ | 0.16 | $ | 0.50 | |||||||||||||||
| Weighted average number of shares outstanding used in earnings (loss) per share (EPS) calculation (in millions) | |||||||||||||||||||||||
| Basic | 667.8 | 678.7 | 669.5 | 681.7 | |||||||||||||||||||
| Diluted | 667.8 | 680.2 | 670.7 | 683.1 | |||||||||||||||||||
A-2
New Corteva
Pro Forma Combined Balance Sheet
(Dollars in millions, except share amounts)
| September 30, 2026 | |||||||||||||||||
| Assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | 1,798 | |||||||||||||||
| Marketable securities | 1 | ||||||||||||||||
| Accounts and notes receivable - net | 4,106 | ||||||||||||||||
| Inventories | 2,661 | ||||||||||||||||
| Other current assets | 756 | ||||||||||||||||
| Total current assets | 9,322 | ||||||||||||||||
| Investment in nonconsolidated affiliates | 69 | ||||||||||||||||
| Property, plant and equipment | 5,207 | ||||||||||||||||
| Less: Accumulated depreciation | 3,478 | ||||||||||||||||
| Net property, plant and equipment | 1,729 | ||||||||||||||||
| Goodwill | 5,152 | ||||||||||||||||
| Other intangible assets | 978 | ||||||||||||||||
| Deferred income taxes | 694 | ||||||||||||||||
| Other assets | 1,645 | ||||||||||||||||
| Total Assets | $ | 19,589 | |||||||||||||||
| Liabilities and Equity | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Short-term borrowings | $ | 60 | |||||||||||||||
| Accounts payable | 2,514 | ||||||||||||||||
| Income taxes payable | 94 | ||||||||||||||||
| Deferred revenue | 67 | ||||||||||||||||
| Accrued and other current liabilities | 1,316 | ||||||||||||||||
| Total current liabilities | 4,051 | ||||||||||||||||
| Long-term debt | 944 | ||||||||||||||||
| Other noncurrent liabilities | |||||||||||||||||
| Deferred income tax liabilities | 57 | ||||||||||||||||
| Pension and other post-employment benefits | 789 | ||||||||||||||||
| Other noncurrent obligations | 1,628 | ||||||||||||||||
| Total noncurrent liabilities | 3,418 | ||||||||||||||||
| Commitments and contingent liabilities | |||||||||||||||||
| Stockholders' equity | |||||||||||||||||
Common stock, $0.01 par value | 7 | ||||||||||||||||
| Additional paid-in capital | 13,689 | ||||||||||||||||
| Retained earnings (accumulated deficit) | — | ||||||||||||||||
| Accumulated other comprehensive income (loss) | (1,815) | ||||||||||||||||
| Total New Corteva stockholders' equity | 11,881 | ||||||||||||||||
| Noncontrolling interests | 239 | ||||||||||||||||
| Total equity | 12,120 | ||||||||||||||||
| Total Liabilities and Equity | $ | 19,589 | |||||||||||||||
A-3
New Corteva
Pro Forma Sales Information
(Dollars in millions, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| PRODUCT LINE NET SALES | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Herbicides | $ | 731 | $ | 813 | $ | 2,690 | $ | 2,668 | ||||||||||||||||||
| Insecticides | 396 | 409 | 1,172 | 1,181 | ||||||||||||||||||||||
| Fungicides | 171 | 222 | 768 | 868 | ||||||||||||||||||||||
| Biologicals | 115 | 147 | 271 | 328 | ||||||||||||||||||||||
| Other | 178 | 151 | 456 | 374 | ||||||||||||||||||||||
| Net Sales | $ | 1,591 | $ | 1,742 | $ | 5,357 | $ | 5,419 | ||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| GEOGRAPHIC NET SALES | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
North America 1 | $ | 574 | $ | 537 | $ | 1,826 | $ | 1,821 | ||||||||||||||||||
EMEA 2 | 239 | 213 | 1,438 | 1,345 | ||||||||||||||||||||||
| Latin America | 570 | 791 | 1,403 | 1,601 | ||||||||||||||||||||||
| Asia Pacific | 208 | 201 | 690 | 652 | ||||||||||||||||||||||
| Net Sales | $ | 1,591 | $ | 1,742 | $ | 5,357 | $ | 5,419 | ||||||||||||||||||
1.Reflects U.S. and Canada
2.Reflects Europe, Middle East and Africa
A-4
New Corteva
Pro Forma Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||
| Pro Forma Net Sales (GAAP) | $ | 1,591 | ||||||||||||||||||||||||
| Add: Impacts from Currency and Portfolio / Other | (13) | |||||||||||||||||||||||||
| Pro Forma Organic Sales (Non-GAAP) | $ | 1,578 | ||||||||||||||||||||||||
| RECONCILIATION OF PRO FORMA INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER INCOME TAXES TO ADJUSTED PRO FORMA OPERATING EBITDA | Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| As Reported | Margin % | As Reported | Margin % | |||||||||||||||||||||||
| Pro forma income (loss) from continuing operations after income taxes (GAAP) | $ | (54) | (3.4) | % | $ | 60 | 3.4 | % | ||||||||||||||||||
| Pro forma provision for (benefit from) income taxes on continuing operations | 117 | 7.4 | % | 37 | 2.1 | % | ||||||||||||||||||||
| Pro forma income (loss) from continuing operations before income taxes (GAAP) | 63 | 4.0 | % | 97 | 5.6 | % | ||||||||||||||||||||
| Depreciation and amortization | 105 | 6.6 | % | 105 | 6.0 | % | ||||||||||||||||||||
| Interest income | (17) | (1.1) | % | (17) | (1.0) | % | ||||||||||||||||||||
| Interest expense | 28 | 1.8 | % | 40 | 2.3 | % | ||||||||||||||||||||
Exchange (gains) losses - net 1 | 36 | 2.3 | % | 13 | 0.7 | % | ||||||||||||||||||||
Non-operating (benefits) costs - net 2 | (10) | (0.6) | % | 5 | 0.3 | % | ||||||||||||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (4) | (0.3) | % | 3 | 0.2 | % | ||||||||||||||||||||
Significant items (benefit) charge 3 | 21 | 1.3 | % | 30 | 1.7 | % | ||||||||||||||||||||
| Separation costs | — | — | % | — | — | % | ||||||||||||||||||||
Pro Forma Operating EBITDA (Non-GAAP) 5 | $ | 222 | 14.0 | % | $ | 276 | 15.8 | % | ||||||||||||||||||
Management adjustments - net of depreciation expense 4 | — | — | % | (8) | (0.5) | % | ||||||||||||||||||||
Adjusted Pro Forma Operating EBITDA (Non-GAAP) 5 | $ | 222 | 14.0 | % | $ | 268 | 15.4 | % | ||||||||||||||||||
1.Refer to page A-12 for pre-tax and after tax impacts of exchange (gains) losses.
2.Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy businesses and sites, as well as rental income recorded under the carve-out basis of accounting. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont, and between Corteva and Vylor, that are recorded by the Company as pre-tax income or expense.
3.Refer to page A-8 for pre-tax and after tax impacts of significant items.
4.The New Corteva Combined Statements of Operations include all revenues and costs directly attributable to New Corteva, along with allocations of certain expenses for services from Corteva including but not limited to, general corporate expenses related to finance, legal, information technology, human resources, ethics and compliance, shared services, employee benefits and incentives, insurance and stock-based compensation. We received the benefit of economies of scale within Corteva’s overall centralized model; however, in establishing these independent support functions, the expenses will generally be higher than the allocations applied in the Combined Statements of Operations. In developing these estimates, a detailed assessment was prepared of the resources and associated costs required to support the business after the spin-off. Estimated non-personnel third-party support costs were determined by estimating third-party spend in each function, and include the costs associated with outside services supporting executive management, finance, legal, information technology, employee benefits administration, treasury, risk management and procurement. From a timeframe standpoint, these additional costs materialized beginning in the third quarter of 2026 when organizational changes were made in preparation for the spin-off. Management believes the costs which were used as the basis for the management adjustments below are reasonable and representative of New Corteva's new cost base after the spin-off, and that the presentation of these adjustments is necessary to enhance an understanding of the pro forma effects of the spin-off.
5.The net sales amounts used to determine pro forma and adjusted pro forma operating EBITDA margin are $1,591 million and $1,742 million for the three months ended September 30, 2026 and 2025, respectively. Margin percentages may not foot, due to rounding.
A-5
New Corteva
Pro Forma Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||||||
| Pro Forma Net Sales (GAAP) | $ | 5,357 | ||||||||||||||||||||||||||||||
| Add: Impacts from Currency and Portfolio / Other | (159) | |||||||||||||||||||||||||||||||
| Pro Forma Organic Sales (Non-GAAP) | $ | 5,198 | ||||||||||||||||||||||||||||||
| RECONCILIATION OF PRO FORMA INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER INCOME TAXES TO ADJUSTED PRO FORMA OPERATING EBITDA | Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| As Reported | Margin % | As Reported | Margin % | |||||||||||||||||||||||
| Pro forma income (loss) from continuing operations after income taxes (GAAP) | $ | 112 | 2.1 | % | $ | 347 | 6.4 | % | ||||||||||||||||||
| Pro forma provision for (benefit from) income taxes on continuing operations | 244 | 4.6 | % | 153 | 2.8 | % | ||||||||||||||||||||
| Pro forma income (loss) from continuing operations before income taxes (GAAP) | 356 | 6.6 | % | 500 | 9.2 | % | ||||||||||||||||||||
| Depreciation and amortization | 316 | 5.9 | % | 312 | 5.8 | % | ||||||||||||||||||||
| Interest income | (58) | (1.1) | % | (59) | (1.1) | % | ||||||||||||||||||||
| Interest expense | 85 | 1.6 | % | 116 | 2.1 | % | ||||||||||||||||||||
Exchange (gains) losses - net 1 | 46 | 0.9 | % | 45 | 0.8 | % | ||||||||||||||||||||
Non-operating (benefits) costs - net 2 | (40) | (0.7) | % | 6 | 0.1 | % | ||||||||||||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | 4 | 0.1 | % | 27 | 0.5 | % | ||||||||||||||||||||
Significant items (benefit) charge 3 | 250 | 4.7 | % | 16 | 0.3 | % | ||||||||||||||||||||
| Separation costs | 1 | — | % | — | — | % | ||||||||||||||||||||
Pro Forma Operating EBITDA (Non-GAAP) 5 | $ | 960 | 17.9 | % | $ | 963 | 17.8 | % | ||||||||||||||||||
Management adjustments - net of depreciation expense 4 | (17) | (0.3) | % | (26) | (0.5) | % | ||||||||||||||||||||
Adjusted Pro Forma Operating EBITDA (Non-GAAP) 5 | $ | 943 | 17.6 | % | $ | 937 | 17.3 | % | ||||||||||||||||||
1.Refer to page A-12 for pre-tax and after tax impacts of exchange (gains) losses.
2.Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy businesses and sites, as well as rental income recorded under the carve-out basis of accounting. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont, and between Corteva and Vylor, that are recorded by the Company as pre-tax income or expense.
3.Refer to page A-8 for pre-tax and after tax impacts of significant items.
4.The New Corteva Combined Statements of Operations include all revenues and costs directly attributable to New Corteva, along with allocations of certain expenses for services from Corteva including but not limited to, general corporate expenses related to finance, legal, information technology, human resources, ethics and compliance, shared services, employee benefits and incentives, insurance and stock-based compensation. We received the benefit of economies of scale within Corteva’s overall centralized model; however, in establishing these independent support functions, the expenses will generally be higher than the allocations applied in the Combined Statements of Operations. In developing these estimates, a detailed assessment was prepared of the resources and associated costs required to support the business after the spin-off. Estimated non-personnel third-party support costs were determined by estimating third-party spend in each function, and include the costs associated with outside services supporting executive management, finance, legal, information technology, employee benefits administration, treasury, risk management and procurement. From a timeframe standpoint, these additional costs materialized beginning in the third quarter of 2026 when organizational changes were made in preparation for the spin-off. Management believes the costs which were used as the basis for the management adjustments below are reasonable and representative of New Corteva's new cost base after the spin-off, and that the presentation of these adjustments is necessary to enhance an understanding of the pro forma effects of the spin-off.
5.The net sales amounts used to determine pro forma and adjusted pro forma operating EBITDA margin are $5,357 million and $5,419 million for the nine months ended September 30, 2026 and 2025, respectively. Margin percentages may not foot, due to rounding.
A-6
New Corteva
Pro Forma Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| PRICE - VOLUME - CURRENCY ANALYSIS | ||||||||||||||||||||||||||
| REGION | ||||||||||||||||||||||||||
| Q3 2026 vs. Q3 2025 | Percent Change Due To: | |||||||||||||||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||||||||||||||
| $ | % | $ | % | Product Mix | Volume | Currency | Other | |||||||||||||||||||
| North America | $ | 37 | 7 | % | $ | 38 | 7 | % | (12) | % | 19 | % | — | % | — | % | ||||||||||
| EMEA | 26 | 12 | % | 29 | 14 | % | — | % | 14 | % | (2) | % | — | % | ||||||||||||
| Latin America | (221) | (28) | % | (242) | (31) | % | (7) | % | (24) | % | 3 | % | — | % | ||||||||||||
| Asia Pacific | 7 | 3 | % | 11 | 5 | % | (2) | % | 7 | % | (2) | % | — | % | ||||||||||||
| Total | $ | (151) | (9) | % | $ | (164) | (9) | % | (7) | % | (2) | % | — | % | — | % | ||||||||||
| PRODUCT LINE | ||||||||||||||||||||||||||
| Q3 2026 vs. Q3 2025 | Percent Change Due To: | |||||||||||||||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||||||||||||||
| $ | % | $ | % | Product Mix | Volume | Currency | Other | |||||||||||||||||||
| Herbicides | $ | (82) | (10) | % | $ | (87) | (11) | % | (10) | % | (1) | % | 1 | % | — | % | ||||||||||
| Insecticides | (13) | (3) | % | (12) | (3) | % | (3) | % | — | % | — | % | — | % | ||||||||||||
| Fungicides | (51) | (23) | % | (55) | (25) | % | (9) | % | (16) | % | 2 | % | — | % | ||||||||||||
| Biologicals | (32) | (22) | % | (36) | (24) | % | (1) | % | (23) | % | 2 | % | — | % | ||||||||||||
| Other | 27 | 18 | % | 26 | 17 | % | (1) | % | 18 | % | 1 | % | — | % | ||||||||||||
| Total | $ | (151) | (9) | % | $ | (164) | (9) | % | (7) | % | (2) | % | — | % | — | % | ||||||||||
1.Organic sales is defined as price and volume and excludes currency and portfolio and other impacts, including significant items.
A-7
New Corteva
Pro Forma Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| PRICE - VOLUME - CURRENCY ANALYSIS | ||||||||||||||||||||||||||
| REGION | ||||||||||||||||||||||||||
| Nine Months 2026 vs. Nine Months 2025 | Percent Change Due To: | |||||||||||||||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||||||||||||||
| $ | % | $ | % | Product Mix | Volume | Currency | Other | |||||||||||||||||||
| North America | $ | 5 | — | % | $ | (2) | — | % | (4) | % | 4 | % | — | % | — | % | ||||||||||
| EMEA | 93 | 7 | % | 20 | 1 | % | (1) | % | 2 | % | 6 | % | — | % | ||||||||||||
| Latin America | (198) | (12) | % | (282) | (18) | % | (9) | % | (9) | % | 6 | % | — | % | ||||||||||||
| Asia Pacific | 38 | 6 | % | 43 | 7 | % | (3) | % | 10 | % | (1) | % | — | % | ||||||||||||
| Total | $ | (62) | (1) | % | $ | (221) | (4) | % | (4) | % | — | % | 3 | % | — | % | ||||||||||
| PRODUCT LINE | ||||||||||||||||||||||||||
| Nine Months 2026 vs. Nine Months 2025 | Percent Change Due To: | |||||||||||||||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||||||||||||||
| $ | % | $ | % | Product Mix | Volume | Currency | Other | |||||||||||||||||||
| Herbicides | $ | 22 | 1 | % | $ | (61) | (2) | % | (4) | % | 2 | % | 3 | % | — | % | ||||||||||
| Insecticides | (9) | (1) | % | (26) | (2) | % | (4) | % | 2 | % | 1 | % | — | % | ||||||||||||
| Fungicides | (100) | (12) | % | (137) | (16) | % | (4) | % | (12) | % | 4 | % | — | % | ||||||||||||
| Biologicals | (57) | (17) | % | (71) | (22) | % | (4) | % | (18) | % | 5 | % | — | % | ||||||||||||
| Other | 82 | 22 | % | 74 | 20 | % | (7) | % | 27 | % | 2 | % | — | % | ||||||||||||
| Total | $ | (62) | (1) | % | $ | (221) | (4) | % | (4) | % | — | % | 3 | % | — | % | ||||||||||
1.Organic sales is defined as price and volume and excludes currency and portfolio and other impacts, including significant items.
A-8
New Corteva
Pro Forma Significant Items
(Dollars in millions, except per share amounts)
| SIGNIFICANT ITEMS - PRE-TAX, AFTER TAX, AND EPS IMPACTS | ||||||||||||||||||||||||||||||||||||||
| Pre-tax | After tax 7 | ($ Per Share) | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||
| 1st Quarter | ||||||||||||||||||||||||||||||||||||||
Restructuring and asset related charges - net 1 | $ | (61) | $ | (20) | $ | (47) | $ | (16) | $ | (0.06) | $ | (0.02) | ||||||||||||||||||||||||||
Litigation settlement 2 | (85) | — | (64) | — | (0.10) | — | ||||||||||||||||||||||||||||||||
Income tax items 3 | — | — | — | 55 | — | 0.08 | ||||||||||||||||||||||||||||||||
1st Quarter – Total | $ | (146) | $ | (20) | $ | (111) | $ | 39 | $ | (0.16) | $ | 0.06 | ||||||||||||||||||||||||||
| 2nd Quarter | ||||||||||||||||||||||||||||||||||||||
Restructuring and asset related charges - net 1 | $ | (47) | $ | (78) | $ | (36) | $ | (59) | $ | (0.05) | $ | (0.09) | ||||||||||||||||||||||||||
Litigation settlement 2 | (36) | — | (27) | — | (0.04) | — | ||||||||||||||||||||||||||||||||
Gain (loss) on sale of assets 4 | — | 14 | — | 12 | — | 0.02 | ||||||||||||||||||||||||||||||||
Insurance proceeds 5 | — | 98 | — | 74 | — | 0.11 | ||||||||||||||||||||||||||||||||
2nd Quarter – Total | $ | (83) | $ | 34 | $ | (63) | $ | 27 | $ | (0.09) | $ | 0.04 | ||||||||||||||||||||||||||
| 3rd Quarter | ||||||||||||||||||||||||||||||||||||||
Restructuring and asset related charges, net 1 | $ | (22) | $ | (30) | $ | (16) | $ | (22) | $ | (0.03) | $ | (0.03) | ||||||||||||||||||||||||||
Litigation settlement 2 | 1 | — | (8) | — | (0.01) | — | ||||||||||||||||||||||||||||||||
3rd Quarter – Total | $ | (21) | $ | (30) | $ | (24) | $ | (22) | $ | (0.04) | $ | (0.03) | ||||||||||||||||||||||||||
Year-to-Date Total 6 | $ | (250) | $ | (16) | $ | (198) | $ | 44 | $ | (0.29) | $ | 0.06 | ||||||||||||||||||||||||||
1.Third, second and first quarter 2026 include restructuring and asset related benefits (charges) of $(22), $(47), and $(61), respectively. The third and second quarter 2026 charges primarily related to the Crop Protection Operations Strategy Restructuring Program. The first quarter 2026 charges primarily consist of $(47) related to the 2026 Restructuring Actions and $(14) related to the Crop Protection Operations Strategy Restructuring Program.
Third, second and first quarter 2025 include restructuring and asset related benefits (charges) of $(30), $(78) and $(20), respectively. The charges primarily related to the Crop Protection Operations Strategy Restructuring Program.
2.Third, second and first quarter 2026 includes estimated settlement charges associated with various lawsuits filed in connection with the Federal Trade Commission investigation.
3.First quarter 2025 reflects a deferred tax benefit of $55 associated with a change in a legal entity's U.S. tax characterization.
4.Second quarter 2025 includes a benefit of $14 related to the 2022 Restructuring Actions consisting of a gain on the sale of assets.
5.The insurance proceeds include proceeds received related to prior significant items.
6.Earnings per share for the year may not equal the sum of quarterly earnings per share due to the changes in average share calculations.
7.Unless specifically addressed in notes above, the income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
A-9
New Corteva
Pro Forma Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| Pro Forma Operating Earnings (Loss) Per Share (Non-GAAP) | |||||||||||||||||||||||
Pro forma operating earnings (loss) per share is defined as pro forma 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. Adjusted pro forma operating earnings (loss) per share is defined as pro forma operating earnings (loss) per share, including the after-tax impact of management adjustments. | |||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| $ | $ | EPS (diluted) | EPS (diluted) | ||||||||||||||||||||
| Pro forma net income (loss) attributable to New Corteva (GAAP) | $ | (56) | $ | 58 | $ | (0.08) | $ | 0.09 | |||||||||||||||
Less: Non-operating benefits (costs), after tax 1 | (57) | (4) | (0.08) | (0.01) | |||||||||||||||||||
| Less: Amortization of intangibles (existing as of Corteva Separation), after tax | (16) | (16) | (0.02) | (0.02) | |||||||||||||||||||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | 3 | (2) | — | — | |||||||||||||||||||
| Less: Significant items benefit (charge), after tax | (24) | (22) | (0.04) | (0.03) | |||||||||||||||||||
| Less: Separation costs, after tax | — | — | — | — | |||||||||||||||||||
Pro Forma Operating Earnings (Loss) (Non-GAAP) 2 | $ | 38 | $ | 102 | $ | 0.06 | $ | 0.15 | |||||||||||||||
Plus: Management adjustments, after tax 3 | — | (8) | — | (0.01) | |||||||||||||||||||
Adjusted Pro Forma Operating Earnings (Loss) (Non-GAAP) 2 | $ | 38 | $ | 94 | $ | 0.06 | $ | 0.14 | |||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| $ | $ | EPS (diluted) | EPS (diluted) | ||||||||||||||||||||
| Pro forma net income (loss) attributable to New Corteva (GAAP) | $ | 105 | $ | 340 | $ | 0.16 | $ | 0.50 | |||||||||||||||
Less: Non-operating benefits (costs), after tax 1 | (173) | (8) | (0.26) | (0.01) | |||||||||||||||||||
| Less: Amortization of intangibles (existing as of Corteva Separation), after tax | (47) | (47) | (0.07) | (0.06) | |||||||||||||||||||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | (4) | (20) | (0.01) | (0.03) | |||||||||||||||||||
| Less: Significant items benefit (charge), after tax | (198) | 44 | (0.29) | 0.06 | |||||||||||||||||||
| Less: Separation costs, after tax | (1) | — | — | — | |||||||||||||||||||
Pro Forma Operating Earnings (Loss) (Non-GAAP) 2 | $ | 528 | $ | 371 | $ | 0.79 | $ | 0.54 | |||||||||||||||
Plus: Management adjustments, after tax 3 | (15) | (24) | (0.03) | (0.03) | |||||||||||||||||||
Adjusted Pro Forma Operating Earnings (Loss) (Non-GAAP) 2 | $ | 513 | $ | 347 | $ | 0.76 | $ | 0.51 | |||||||||||||||
1.Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy businesses and sites, as well as rental income recorded under the carve-out basis of accounting. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont, and between Corteva and Vylor, that are recorded by the Company as pre-tax income or expense.
2.Refer to page A-10 for the Non-GAAP reconciliation of Pro Forma Operating EBITDA to Pro Forma Operating Earnings (Loss) per Share.
3.Refer to page A-5 for further discussion on management adjustments.
A-10
New Corteva
Adjusted Pro Forma Operating EBITDA to Adjusted Pro Forma Operating Earnings (Loss) Per Share
(Dollars in millions, except per share amounts)
| Adjusted Pro Forma Operating EBITDA to Adjusted Pro Forma Operating Earnings (Loss) Per Share | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Adjusted Pro Forma Operating EBITDA (Non-GAAP) 1,3 | $ | 222 | $ | 268 | $ | 943 | $ | 937 | |||||||||||||||
Depreciation, including related to management adjustments 3 | (67) | (68) | (202) | (200) | |||||||||||||||||||
| Amortization of intangibles (post Corteva Separation) | (17) | (19) | (56) | (56) | |||||||||||||||||||
| Interest income | 17 | 17 | 58 | 59 | |||||||||||||||||||
| Interest expense | (28) | (40) | (85) | (116) | |||||||||||||||||||
Adjusted pro forma (provision for) benefit from income taxes on continuing operations before significant items, separation costs, non-operating benefits (costs), amortization of intangibles (existing as of Corteva Separation), mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP) 1 | (56) | (48) | (97) | (202) | |||||||||||||||||||
Exchange gains (losses), after tax 2 | (31) | (14) | (41) | (68) | |||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | (2) | (2) | (7) | (7) | |||||||||||||||||||
Adjusted Pro Forma Operating Earnings (Loss) (Non-GAAP) 1, 3 | $ | 38 | $ | 94 | $ | 513 | $ | 347 | |||||||||||||||
| Diluted Shares (in millions) | 667.8 | 680.2 | 670.7 | 683.1 | |||||||||||||||||||
Adjusted Pro Forma Operating Earnings (Loss) Per Share (Non-GAAP) 1, 3 | $ | 0.06 | $ | 0.14 | $ | 0.76 | $ | 0.51 | |||||||||||||||
1. Refer to pages A-4 - A-7 and A-9 for Non-GAAP reconciliations.
2. Refer to page A-12 for pre-tax and after tax impacts of exchange gains (losses).
3. Refer to page A-5 for further discussion on management adjustments.
A-11
New Corteva
Pro Forma Reconciliation of Non-GAAP Measures
(Dollars in millions)
| Reconciliation of Pro Forma Effective Income Tax Rate to Adjusted Pro Forma Base Income Tax Rate | |||||||||||||||||||||||
| Pro forma base income tax rate is defined as the pro forma effective income tax rate less the effect of exchange gains (losses), significant items, separation costs, amortization of intangibles (existing as of Corteva Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and non-operating (benefits) costs. Adjusted pro forma base income tax rate is the pro forma base income tax rate, including the effect of management adjustments. | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Pro forma income (loss) from continuing operations before income taxes (GAAP) | $ | 63 | $ | 97 | $ | 356 | $ | 500 | |||||||||||||||
Add: Significant items (benefit) charge 1 | 21 | 30 | 250 | 16 | |||||||||||||||||||
| Separation costs | — | — | 1 | — | |||||||||||||||||||
| Non-operating (benefits) costs | (10) | 5 | (40) | 6 | |||||||||||||||||||
| Amortization of intangibles (existing as of Corteva Separation) | 21 | 20 | 61 | 60 | |||||||||||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (4) | 3 | 4 | 27 | |||||||||||||||||||
Less: Exchange gains (losses) 2 | (36) | (13) | (46) | (45) | |||||||||||||||||||
Pro forma income (loss) from continuing operations before income taxes, significant items, separation costs, non-operating (benefits) costs, amortization of intangibles (existing as of Corteva Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP) | $ | 127 | $ | 168 | $ | 678 | $ | 654 | |||||||||||||||
Add: Management adjustments 3 | — | (10) | (20) | (30) | |||||||||||||||||||
Adjusted pro forma income (loss) from continuing operations before income taxes, significant items, separation costs, non-operating (benefits) costs, amortization of intangibles (existing as of Corteva Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP) | $ | 127 | $ | 158 | $ | 658 | $ | 624 | |||||||||||||||
Pro forma provision for (benefit from) income taxes on continuing operations (GAAP) | $ | 117 | $ | 37 | $ | 244 | $ | 153 | |||||||||||||||
Add: Tax (expenses) benefits on significant items (benefit) charge 1 | (3) | 8 | 52 | 60 | |||||||||||||||||||
| Tax benefits on separation costs | — | — | — | — | |||||||||||||||||||
| Tax (expenses) benefits on non-operating (benefits) costs | (67) | 1 | (213) | (2) | |||||||||||||||||||
| Tax benefits on amortization of intangibles (existing as of Corteva Separation) | 5 | 4 | 14 | 13 | |||||||||||||||||||
| Tax (expenses) benefits on mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (1) | 1 | — | 7 | |||||||||||||||||||
Tax (expenses) benefits on exchange gains (losses) 2 | 5 | (1) | 5 | (23) | |||||||||||||||||||
Pro forma provision for (benefit from) income taxes on continuing operations before significant items, separation costs, non-operating (benefits) costs, amortization of intangibles (existing as of Corteva Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP) | $ | 56 | $ | 50 | $ | 102 | $ | 208 | |||||||||||||||
Add: Tax benefits (expenses) on management adjustments, after tax 3 | — | (2) | (5) | (6) | |||||||||||||||||||
Adjusted pro forma provision for (benefit from) income taxes on continuing operations before significant items, separation costs, non-operating (benefits) costs, amortization of intangibles (existing as of Corteva Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP) | $ | 56 | $ | 48 | $ | 97 | $ | 202 | |||||||||||||||
Pro forma effective income tax rate (GAAP) | 185.7 | % | 38.1 | % | 68.5 | % | 30.6 | % | |||||||||||||||
| Significant items, separation costs, non-operating (benefits) costs, amortization of intangibles (existing as of Corteva Separation), and mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges effect | (129.7) | % | (5.2) | % | (53.2) | % | 7.3 | % | |||||||||||||||
| Tax rate from continuing operations before significant items, separation costs, non-operating (benefits) costs, amortization of intangibles (existing as of Corteva Separation), and mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | 56.0 | % | 32.9 | % | 15.3 | % | 37.9 | % | |||||||||||||||
Exchange gains (losses), net effect 2 | (11.9) | % | (3.1) | % | (0.3) | % | (6.1) | % | |||||||||||||||
| Pro Forma Base Income Tax Rate From Continuing Operations (Non-GAAP) | 44.1 | % | 29.8 | % | 15.0 | % | 31.8 | % | |||||||||||||||
Management adjustments, net effect 3 | — | % | 0.6 | % | (0.3) | % | 0.6 | % | |||||||||||||||
| Adjusted Pro Forma Base Income Tax Rate From Continuing Operations (Non-GAAP) | 44.1 | % | 30.4 | % | 14.7 | % | 32.4 | % | |||||||||||||||
1.See page A-8 for further detail on the significant items table.
2.See page A-12 for further details of exchange gains (losses).
3.Refer to page A-5 for further discussion on management adjustments.
A-12
New Corteva
(Dollars in millions, except per share amounts)
| Exchange Gains/Losses | |||||||||||||||||||||||
| The Company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the United States (U.S.), whereas the offsetting exchange gains (losses) on the remeasurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in other income (expense) - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the Consolidated Statements of Operations. | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Subsidiary Monetary Position Gain (Loss) | |||||||||||||||||||||||
| Pre-tax exchange gain (loss) | $ | (18) | $ | 24 | $ | 77 | $ | (101) | |||||||||||||||
| Local tax (expenses) benefits | 1 | (11) | (24) | (11) | |||||||||||||||||||
| Net after-tax impact from subsidiary exchange gain (loss) | $ | (17) | $ | 13 | $ | 53 | $ | (112) | |||||||||||||||
| Hedging Program Gain (Loss) | |||||||||||||||||||||||
| Pre-tax exchange gain (loss) | $ | (18) | $ | (37) | $ | (123) | $ | 56 | |||||||||||||||
| Tax (expenses) benefits | 4 | 10 | 29 | (12) | |||||||||||||||||||
| Net after-tax impact from hedging program exchange gain (loss) | $ | (14) | $ | (27) | $ | (94) | $ | 44 | |||||||||||||||
| Total Exchange Gain (Loss) | |||||||||||||||||||||||
| Pre-tax exchange gain (loss) | $ | (36) | $ | (13) | $ | (46) | $ | (45) | |||||||||||||||
| Tax (expenses) benefits | 5 | (1) | 5 | (23) | |||||||||||||||||||
| Net after-tax exchange gain (loss) | $ | (31) | $ | (14) | $ | (41) | $ | (68) | |||||||||||||||
A-13
Corteva, Inc.
Consolidated Statements of Operations
(Dollars in millions, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | 2,458 | $ | 2,618 | $ | 13,742 | $ | 13,491 | |||||||||||||||
| Cost of goods sold | 1,534 | 1,644 | 6,624 | 6,918 | |||||||||||||||||||
| Research and development expense | 397 | 351 | 1,126 | 1,061 | |||||||||||||||||||
| Selling, general and administrative expenses | 732 | 725 | 2,773 | 2,632 | |||||||||||||||||||
| Amortization of intangibles | 159 | 162 | 513 | 485 | |||||||||||||||||||
| Restructuring and asset related charges - net | 17 | 30 | 158 | 131 | |||||||||||||||||||
| Separation costs | 99 | 7 | 230 | 7 | |||||||||||||||||||
| Other income (expense) - net | (34) | (23) | (266) | 95 | |||||||||||||||||||
| Interest expense | 75 | 46 | 158 | 134 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | (589) | (370) | 1,894 | 2,218 | |||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | (62) | (62) | 479 | 477 | |||||||||||||||||||
| Income (loss) from continuing operations after income taxes | (527) | (308) | 1,415 | 1,741 | |||||||||||||||||||
| Income (loss) from discontinued operations after income taxes | (41) | (10) | (95) | (87) | |||||||||||||||||||
| Net income (loss) | (568) | (318) | 1,320 | 1,654 | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 2 | 2 | 9 | 8 | |||||||||||||||||||
| Net income (loss) attributable to Corteva | $ | (570) | $ | (320) | $ | 1,311 | $ | 1,646 | |||||||||||||||
| Basic earnings (loss) per share of common stock: | |||||||||||||||||||||||
| Basic earnings (loss) per share of common stock from continuing operations | $ | (0.79) | $ | (0.46) | $ | 2.10 | $ | 2.54 | |||||||||||||||
| Basic earnings (loss) per share of common stock from discontinued operations | (0.06) | (0.01) | (0.14) | (0.13) | |||||||||||||||||||
| Basic earnings (loss) per share of common stock | $ | (0.85) | $ | (0.47) | $ | 1.96 | $ | 2.41 | |||||||||||||||
| Diluted earnings (loss) per share of common stock: | |||||||||||||||||||||||
| Diluted earnings (loss) per share of common stock from continuing operations | $ | (0.79) | $ | (0.46) | $ | 2.10 | $ | 2.54 | |||||||||||||||
| Diluted earnings (loss) per share of common stock from discontinued operations | (0.06) | (0.01) | (0.14) | (0.13) | |||||||||||||||||||
| Diluted earnings (loss) per share of common stock | $ | (0.85) | $ | (0.47) | $ | 1.96 | $ | 2.41 | |||||||||||||||
| Average number of shares outstanding used in earnings (loss) per share (EPS) calculation (in millions) | |||||||||||||||||||||||
| Basic | 667.8 | 678.7 | 669.5 | 681.7 | |||||||||||||||||||
| Diluted | 667.8 | 678.7 | 670.7 | 683.1 | |||||||||||||||||||
A-14
Corteva, Inc.
Consolidated Balance Sheets
(Dollars in millions, except per share amounts)
| September 30, 2026 | December 31, 2025 | September 30, 2025 | ||||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 3,932 | $ | 4,521 | $ | 2,509 | ||||||||||||||
| Marketable securities | 1 | 9 | 77 | |||||||||||||||||
| Accounts and notes receivable - net | 7,491 | 6,371 | 7,784 | |||||||||||||||||
| Inventories | 5,482 | 5,667 | 5,310 | |||||||||||||||||
| Other current assets | 980 | 767 | 758 | |||||||||||||||||
| Total current assets | 17,886 | 17,335 | 16,438 | |||||||||||||||||
| Investment in nonconsolidated affiliates | 147 | 160 | 141 | |||||||||||||||||
| Property, plant and equipment | 9,840 | 9,551 | 9,633 | |||||||||||||||||
| Less: Accumulated depreciation | 5,657 | 5,331 | 5,431 | |||||||||||||||||
| Net property, plant and equipment | 4,183 | 4,220 | 4,202 | |||||||||||||||||
| Goodwill | 10,416 | 10,465 | 10,512 | |||||||||||||||||
| Other intangible assets | 7,845 | 8,301 | 8,428 | |||||||||||||||||
| Deferred income taxes | 335 | 320 | 434 | |||||||||||||||||
| Other assets | 2,219 | 2,044 | 2,043 | |||||||||||||||||
| Total Assets | $ | 43,031 | $ | 42,845 | $ | 42,198 | ||||||||||||||
| Liabilities and Equity | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Short-term borrowings | $ | 3,988 | $ | 894 | $ | 2,685 | ||||||||||||||
| Accounts payable | 4,431 | 4,398 | 4,337 | |||||||||||||||||
| Income taxes payable | 146 | 155 | 254 | |||||||||||||||||
| Deferred revenue | 440 | 3,579 | 483 | |||||||||||||||||
| Accrued and other current liabilities | 2,445 | 3,099 | 2,661 | |||||||||||||||||
| Total current liabilities | 11,450 | 12,125 | 10,420 | |||||||||||||||||
| Long-term debt | 3,458 | 1,686 | 1,688 | |||||||||||||||||
| Other noncurrent liabilities | ||||||||||||||||||||
| Deferred income tax liabilities | 567 | 251 | 373 | |||||||||||||||||
| Pension and other post-employment benefits | 877 | 2,434 | 2,215 | |||||||||||||||||
| Other noncurrent obligations | 1,942 | 1,963 | 2,041 | |||||||||||||||||
| Total noncurrent liabilities | 6,844 | 6,334 | 6,317 | |||||||||||||||||
| Commitments and contingent liabilities | ||||||||||||||||||||
| Stockholders' equity | ||||||||||||||||||||
Common stock, $0.01 par value; 1,666,666,667 shares authorized; issued at September 30, 2026 - 667,304,000; December 31, 2025 - 672,163,000; and September 30, 2025 - 676,755,000 | 7 | 7 | 7 | |||||||||||||||||
| Additional paid-in capital | 26,934 | 27,001 | 27,039 | |||||||||||||||||
| Retained earnings (accumulated deficit) | 533 | (67) | 834 | |||||||||||||||||
| Accumulated other comprehensive income (loss) | (2,981) | (2,797) | (2,661) | |||||||||||||||||
| Total Corteva stockholders' equity | 24,493 | 24,144 | 25,219 | |||||||||||||||||
| Noncontrolling interests | 244 | 242 | 242 | |||||||||||||||||
| Total equity | 24,737 | 24,386 | 25,461 | |||||||||||||||||
| Total Liabilities and Equity | $ | 43,031 | $ | 42,845 | $ | 42,198 | ||||||||||||||
A-15
Corteva, Inc.
Consolidated Statements of Cash Flows
(Dollars in millions, except per share amounts)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | 1,320 | $ | 1,654 | |||||||
| (Income) loss from discontinued operations after income taxes | 95 | 87 | |||||||||
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | |||||||||||
| Depreciation and amortization | 942 | 897 | |||||||||
| Provision for (benefit from) deferred income tax | 280 | (72) | |||||||||
| Net periodic pension and OPEB (benefit) cost, net | (7) | 27 | |||||||||
| Pension and OPEB contributions | (1,567) | (110) | |||||||||
| Net (gain) loss on sales of property, businesses, consolidated companies and investments | 3 | (17) | |||||||||
| Restructuring and asset related charges - net | 158 | 131 | |||||||||
| Other net loss | 441 | 386 | |||||||||
| Changes in assets and liabilities, net | |||||||||||
| Accounts and notes receivable | (1,372) | (1,659) | |||||||||
| Inventories | 163 | 331 | |||||||||
| Accounts payable | (47) | 123 | |||||||||
| Deferred revenue | (3,130) | (2,824) | |||||||||
| Other assets and liabilities | (1,157) | 105 | |||||||||
| Cash provided by (used for) operating activities - continuing operations | (3,878) | (941) | |||||||||
| Cash provided by (used for) operating activities - discontinued operations | (70) | (28) | |||||||||
| Cash provided by (used for) operating activities | (3,948) | (969) | |||||||||
| Investing activities | |||||||||||
| Capital expenditures | (354) | (369) | |||||||||
| Proceeds from sales of property, businesses and consolidated companies - net of cash divested | 10 | 26 | |||||||||
| Acquisitions of businesses - net of cash acquired | (43) | — | |||||||||
| Investments in and loans to nonconsolidated affiliates | (7) | (7) | |||||||||
| Proceeds from sales and maturities of investments | 8 | 68 | |||||||||
| Proceeds from (payment for) settlement of net investment hedge | — | (56) | |||||||||
| Other investing activities, net | (4) | (17) | |||||||||
| Cash provided by (used for) investing activities | (390) | (355) | |||||||||
| Financing activities | |||||||||||
| Net change in borrowings (less than 90 days) | 3,264 | 1,119 | |||||||||
| Proceeds from debt | 2,660 | 1,643 | |||||||||
| Payments on debt | (1,059) | (1,116) | |||||||||
| Repurchase of common stock | (500) | (770) | |||||||||
| Proceeds from exercise of stock options | 38 | 75 | |||||||||
| Dividends paid to stockholders | (361) | (354) | |||||||||
| Other financing activities, net | (53) | (43) | |||||||||
| Cash provided by (used for) financing activities | 3,989 | 554 | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | (27) | 85 | |||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash equivalents | (376) | (685) | |||||||||
| Cash, cash equivalents and restricted cash equivalents at beginning of period | 4,725 | 3,422 | |||||||||
| Cash, cash equivalents and restricted cash equivalents at end of period | $ | 4,349 | $ | 2,737 | |||||||
New Corteva
Index to the Unaudited Pro Forma Combined Financial Statements
| Page | |||||
| Unaudited Pro Forma Combined Financial Statements: | |||||
1
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On October 1, 2025, Corteva, Inc. (“Corteva”) announced its intention to pursue, subject to the approval of the Corteva Board of Directors and any required regulatory approvals, its separation into two independent publicly traded companies – one comprising its current Crop Protection Business (“New Corteva,” “our” or “we”) and the other comprising its current Seed Business (“Vylor Inc.,” “Vylor” or the “Seed Business”) – by distributing all outstanding shares of Vylor (inclusive of the Seed Business) common stock to Corteva stockholders (the “spin-off”) in a transaction that was intended to be a tax-free spin-off for U.S. federal income tax purposes. The spin-off was consummated on October 1, 2026. Immediately following the distribution, Corteva’s stockholders maintain ownership of 100 percent of the shares of Corteva common stock. Irrespective of the legal form of the spin-off, for accounting and financial reporting purposes, Corteva’s Crop Protection Business is presented as being spun off from Corteva. This presentation is in accordance with U.S. GAAP and is primarily a result of, among other factors, Vylor’s relative significance to New Corteva.
The following unaudited pro forma combined financial information has been derived from New Corteva’s historical Combined Financial Statements, which were prepared on a carve-out basis as we did not operate as a stand-alone entity for the periods presented. While the historical Combined Financial Statements reflect the past results of New Corteva as the Company operated under Corteva, this unaudited pro forma combined financial information gives effect to New Corteva as a stand-alone company.
The unaudited Pro Forma Combined Financial Statements have been adjusted to give effect to the following adjustments (collectively, the “Pro Forma Transactions”):
•the effect of our capital structure following the spin-off, as more fully described in the notes to the unaudited Pro Forma Combined Financial Statements, including the reduction of principal indebtedness of $2.211 billion and the receipt of a $761 million cash distribution from Vylor, along with a $183 million transfer from Vylor subsequent to the spin-off in settlement of an intercompany note that was issued by Vylor to Corteva as part of pre-separation arrangements associated with the establishment of the Vylor and Corteva starting capital structures, and an $82 million post spin-off transfer to Vylor in finalizing the opening balance sheets of the companies (refer to notes 2(a), 2(c) and 2(d)); and
•the impact of the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Transition Services Agreements, Commercial Agreements, Intellectual Property Matters Agreement and other ancillary agreements between New Corteva and Vylor and the provisions contained therein.
The unaudited Pro Forma Combined Financial Statements consist of unaudited Pro Forma Combined Statements of Operations for the three and nine months ended September 30, 2026 and 2025, and an unaudited Pro Forma Combined Balance Sheet as of September 30, 2026. The unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2025 was previously presented in Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on October 1, 2026. The unaudited Pro Forma Combined Financial Statements should be read in conjunction with the historical audited Combined Financial Statements of New Corteva. The unaudited Pro Forma Combined Statements of Operations have been prepared to give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred or became effective as of January 1, 2025, the beginning of our most recently completed fiscal year. The unaudited Pro Forma Combined Balance Sheet has been prepared to give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred or became effective as of September 30, 2026.
The unaudited Pro Forma Combined Financial Statements presented herein do not purport to represent what our financial position and results of operations would have been had the Pro Forma Transactions occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations. In addition, the unaudited Pro Forma Combined Financial Statements are provided for illustrative and informational purposes only. The Pro Forma Transactions are based on available information and assumptions we believe are reasonable; however, such adjustments are subject to change.
We have included estimated pro forma adjustments within the Transaction Accounting Adjustments column that we incurred in conjunction with the spin-off, as further described in Note 2 - Transaction Accounting Adjustments, to the unaudited Pro Forma Combined Financial Statements. We have also included estimated pro forma adjustments within the Autonomous Entity Adjustments column that we expect to incur as a stand-alone entity, as further described in Note 3 - Autonomous Entity Adjustments, to the unaudited Pro Forma Combined Financial Statements.
The unaudited Pro Forma Combined Financial Statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Statements About Forward-Looking Statements” in our Annual Report, and as updated in our subsequent filings with the SEC.
2
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of September 30, 2026
| (In millions, except share and per share amounts) | Historical New Corteva | Transaction Accounting Adjustments | Autonomous Entity Adjustments | Pro Forma as of September 30, 2026 | |||||||||||||||||||
| Note 1 | Note 2 | Note 3 | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,722 | $ | 76 | (a) | $ | — | $ | 1,798 | ||||||||||||||
| Marketable securities | 1 | — | — | 1 | |||||||||||||||||||
| Accounts and notes receivable - net | 4,322 | (151) | (b),(g) | (65) | (m) | 4,106 | |||||||||||||||||
| Inventories | 2,685 | — | (24) | (m) | 2,661 | ||||||||||||||||||
| Other current assets | 753 | 3 | (g) | — | 756 | ||||||||||||||||||
| Total current assets | 9,483 | (72) | (89) | 9,322 | |||||||||||||||||||
| Investment in nonconsolidated affiliates | 69 | — | — | 69 | |||||||||||||||||||
| Property, plant and equipment | 5,207 | — | — | 5,207 | |||||||||||||||||||
| Less: Accumulated depreciation | 3,478 | — | — | 3,478 | |||||||||||||||||||
| Net property, plant and equipment | 1,729 | — | — | 1,729 | |||||||||||||||||||
| Goodwill | 5,152 | — | — | 5,152 | |||||||||||||||||||
| Other intangible assets | 978 | — | — | 978 | |||||||||||||||||||
| Deferred income taxes | 880 | (186) | (g) | — | 694 | ||||||||||||||||||
| Other assets | 1,580 | 65 | (g) | — | 1,645 | ||||||||||||||||||
| Total Assets | $ | 19,871 | $ | (193) | $ | (89) | $ | 19,589 | |||||||||||||||
| Liabilities and Equity | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Short-term borrowings | $ | 843 | $ | (783) | (c) | $ | — | $ | 60 | ||||||||||||||
| Accounts payable | 2,513 | 1 | (g) | — | 2,514 | ||||||||||||||||||
| Income taxes payable | 103 | (9) | (g) | — | 94 | ||||||||||||||||||
| Deferred revenue | 67 | — | — | 67 | |||||||||||||||||||
| Accrued and other current liabilities | 1,377 | (61) | (j) | — | 1,316 | ||||||||||||||||||
| Total current liabilities | 4,903 | (852) | — | 4,051 | |||||||||||||||||||
| Long-term debt | 2,372 | (1,428) | (d) | — | 944 | ||||||||||||||||||
| Other noncurrent liabilities | |||||||||||||||||||||||
| Deferred income tax liabilities | 35 | 22 | (g) | — | 57 | ||||||||||||||||||
| Pension and other post-employment benefits | 655 | 134 | (e) | — | 789 | ||||||||||||||||||
| Other noncurrent obligations | 1,484 | 144 | (f),(g) | — | 1,628 | ||||||||||||||||||
| Total noncurrent liabilities | 4,546 | (1,128) | — | 3,418 | |||||||||||||||||||
| Commitments and contingent liabilities | — | ||||||||||||||||||||||
| Equity | — | ||||||||||||||||||||||
Common stock, $0.01 par value | — | 7 | (h) | — | 7 | ||||||||||||||||||
| Additional paid-in capital | — | 13,778 | (h),(i) | (89) | (m) | 13,689 | |||||||||||||||||
| Net Parent investment | 12,011 | (12,011) | (h) | — | — | ||||||||||||||||||
| Accumulated other comprehensive income (loss) | (1,828) | 13 | (e) | — | (1,815) | ||||||||||||||||||
| Total New Corteva equity | 10,183 | 1,787 | (89) | 11,881 | |||||||||||||||||||
| Noncontrolling interests | 239 | — | — | 239 | |||||||||||||||||||
| Total equity | 10,422 | 1,787 | (89) | 12,120 | |||||||||||||||||||
| Total Liabilities and Equity | $ | 19,871 | $ | (193) | $ | (89) | $ | 19,589 | |||||||||||||||
See Notes to the Unaudited Pro Forma Combined Financial Statements.
3
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2026 and 2025
| (In millions, except per share amounts) | Historical New Corteva | Transaction Accounting Adjustments | Autonomous Entity Adjustments | Pro Forma for the Three Months Ended September 30, 2026 | |||||||||||||||||||
| Note 1 | Note 2 | Note 3 | |||||||||||||||||||||
| Net sales | 1,685 | — | (94) | (m) | 1,591 | ||||||||||||||||||
| Cost of goods sold | 1,006 | — | (13) | (m) | 993 | ||||||||||||||||||
| Research and development expense | 131 | — | — | 131 | |||||||||||||||||||
| Selling, general and administrative expenses | 312 | — | (4) | (m) | 308 | ||||||||||||||||||
| Amortization of intangibles | 38 | — | — | 38 | |||||||||||||||||||
| Restructuring and asset related charges - net | 22 | — | — | 22 | |||||||||||||||||||
| Separation costs | — | — | — | — | |||||||||||||||||||
| Other income (expense) - net | (7) | (1) | (e) | — | (8) | ||||||||||||||||||
| Interest expense | 52 | (24) | (k) | — | 28 | ||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 117 | 23 | (77) | 63 | |||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 131 | 6 | (l) | (20) | (n) | 117 | |||||||||||||||||
| Income (loss) from continuing operations after income taxes | (14) | 17 | (57) | (54) | |||||||||||||||||||
| Net income (loss) from continuing operations attributable to noncontrolling interests | 2 | — | — | 2 | |||||||||||||||||||
| Net income (loss) attributable to New Corteva | $ | (16) | $ | 17 | $ | (57) | $ | (56) | |||||||||||||||
| Earnings (loss) per share of common stock: | |||||||||||||||||||||||
| Basic earnings (loss) per share of common stock from continuing operations | $ | (0.08) | (o) | ||||||||||||||||||||
| Diluted earnings (loss) per share of common stock from continuing operations | $ | (0.08) | (o) | ||||||||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | 667.8 | (o) | |||||||||||||||||||||
| Diluted | 667.8 | (o) | |||||||||||||||||||||
4
| (In millions, except per share amounts) | Historical New Corteva | Transaction Accounting Adjustments | Autonomous Entity Adjustments | Pro Forma for the Three Months Ended September 30, 2025 | |||||||||||||||||||
| Note 1 | Note 2 | Note 3 | |||||||||||||||||||||
| Net sales | 1,788 | — | (46) | (m) | 1,742 | ||||||||||||||||||
| Cost of goods sold | 1,093 | — | (2) | (m) | 1,091 | ||||||||||||||||||
| Research and development expense | 112 | — | — | 112 | |||||||||||||||||||
| Selling, general and administrative expenses | 334 | — | (3) | (m) | 331 | ||||||||||||||||||
| Amortization of intangibles | 39 | — | — | 39 | |||||||||||||||||||
| Restructuring and asset related charges - net | 30 | — | — | 30 | |||||||||||||||||||
| Separation costs | — | — | — | — | |||||||||||||||||||
| Other income (expense) - net | — | (2) | (e) | — | (2) | ||||||||||||||||||
| Interest expense | 45 | (5) | (k) | — | 40 | ||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 135 | 3 | (41) | 97 | |||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 47 | 1 | (l) | (11) | (n) | 37 | |||||||||||||||||
| Income (loss) from continuing operations after income taxes | 88 | 2 | (30) | 60 | |||||||||||||||||||
| Net income (loss) from continuing operations attributable to noncontrolling interests | 2 | — | — | 2 | |||||||||||||||||||
| Net income (loss) attributable to New Corteva | $ | 86 | $ | 2 | $ | (30) | $ | 58 | |||||||||||||||
| Earnings (loss) per share of common stock: | |||||||||||||||||||||||
| Basic earnings (loss) per share of common stock from continuing operations | $ | 0.09 | (o) | ||||||||||||||||||||
| Diluted earnings (loss) per share of common stock from continuing operations | $ | 0.09 | (o) | ||||||||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | 678.7 | (o) | |||||||||||||||||||||
| Diluted | 680.2 | (o) | |||||||||||||||||||||
See Notes to the Unaudited Pro Forma Combined Financial Statements.
5
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2026 and 2025
| (In millions, except per share amounts) | Historical New Corteva | Transaction Accounting Adjustments | Autonomous Entity Adjustments | Pro Forma for the Nine Months Ended September 30, 2026 | |||||||||||||||||||
| Note 1 | Note 2 | Note 3 | |||||||||||||||||||||
| Net sales | $ | 5,536 | $ | — | (179) | (m) | $ | 5,357 | |||||||||||||||
| Cost of goods sold | 3,225 | — | (20) | (m) | 3,205 | ||||||||||||||||||
| Research and development expense | 346 | — | — | 346 | |||||||||||||||||||
| Selling, general and administrative expenses | 1,014 | 2 | (e) | (5) | (m) | 1,011 | |||||||||||||||||
| Amortization of intangibles | 117 | — | — | 117 | |||||||||||||||||||
| Restructuring and asset related charges - net | 130 | — | — | 130 | |||||||||||||||||||
| Separation costs | 1 | — | — | 1 | |||||||||||||||||||
| Other income (expense) - net | (101) | (5) | (e) | — | (106) | ||||||||||||||||||
| Interest expense | 131 | (46) | (k) | — | 85 | ||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 471 | 39 | (154) | 356 | |||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 274 | 10 | (l) | (40) | (n) | 244 | |||||||||||||||||
| Income (loss) from continuing operations after income taxes | 197 | 29 | (114) | 112 | |||||||||||||||||||
| Net income (loss) from continuing operations attributable to noncontrolling interests | 7 | — | — | 7 | |||||||||||||||||||
| Net income (loss) attributable to New Corteva | $ | 190 | 29 | (114) | $ | 105 | |||||||||||||||||
| Earnings (loss) per share of common stock: | |||||||||||||||||||||||
| Basic earnings (loss) per share of common stock from continuing operations | $ | 0.16 | (o) | ||||||||||||||||||||
| Diluted earnings (loss) per share of common stock from continuing operations | $ | 0.16 | (o) | ||||||||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | 669.5 | (o) | |||||||||||||||||||||
| Diluted | 670.7 | (o) | |||||||||||||||||||||
6
| (In millions, except per share amounts) | Historical New Corteva | Transaction Accounting Adjustments | Autonomous Entity Adjustments | Pro Forma for the Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Note 1 | Note 2 | Note 3 | |||||||||||||||||||||
| Net sales | 5,519 | — | (100) | (m) | $ | 5,419 | |||||||||||||||||
| Cost of goods sold | 3,376 | — | (10) | (m) | 3,366 | ||||||||||||||||||
| Research and development expense | 328 | — | — | 328 | |||||||||||||||||||
| Selling, general and administrative expenses | 987 | 1 | (e) | (6) | (m) | 982 | |||||||||||||||||
| Amortization of intangibles | 116 | — | — | 116 | |||||||||||||||||||
| Restructuring and asset related charges - net | 128 | — | — | 128 | |||||||||||||||||||
| Separation costs | — | — | — | — | |||||||||||||||||||
| Other income (expense) - net | 123 | (6) | (e) | — | 117 | ||||||||||||||||||
| Interest expense | 130 | (14) | (k) | — | 116 | ||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 577 | 7 | (84) | 500 | |||||||||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 171 | 3 | (l) | (21) | (n) | 153 | |||||||||||||||||
| Income (loss) from continuing operations after income taxes | 406 | 4 | (63) | 347 | |||||||||||||||||||
| Net income (loss) from continuing operations attributable to noncontrolling interests | 7 | — | — | 7 | |||||||||||||||||||
| Net income (loss) attributable to New Corteva | $ | 399 | $ | 4 | (63) | $ | 340 | ||||||||||||||||
| Earnings (loss) per share of common stock: | |||||||||||||||||||||||
| Basic earnings (loss) per share of common stock from continuing operations | $ | 0.50 | (o) | ||||||||||||||||||||
| Diluted earnings (loss) per share of common stock from continuing operations | $ | 0.50 | (o) | ||||||||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | 681.7 | (o) | |||||||||||||||||||||
| Diluted | 683.1 | (o) | |||||||||||||||||||||
See Notes to the Unaudited Pro Forma Combined Financial Statements.
7
| New Corteva | ||||||||
| Notes to the Unaudited Pro Forma Combined Financial Statements | ||||||||
Table of Contents
| Note | Page | |||||||
8
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited pro forma combined financial information was prepared in accordance with Article 11 of Regulation S-X and has been derived from New Corteva’s historical Combined Financial Statements, which were prepared on a carve-out basis as we did not operate as a stand-alone entity for the periods presented. While the historical Combined Financial Statements reflect the past results of New Corteva as the Company operated under Corteva, this unaudited pro forma combined financial information gives effect to New Corteva as a stand-alone company.
The unaudited Pro Forma Combined Statements of Operations have been prepared to give effect to the Pro Forma Transactions as if the Pro Forma Transactions had occurred or became effective as of January 1, 2025, the beginning of our most recently completed fiscal year. The unaudited Pro Forma Combined Balance Sheet has been prepared to give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of September 30, 2026. Within Note 5 - Management Adjustments, to the unaudited Pro Forma Combined Financial Statements, further discussion is also provided on expected income statement impacts that occur only upon the consummation of the spin-off.
As discussed above, the spin-off is being treated as a reverse spin-off for financial accounting and reporting purposes under U.S. GAAP and, as a result, Corteva’s Crop Protection Business is presented as being spun off from Corteva. The Crop Protection Business is a component of Corteva that has operations and cash flows that are clearly distinguished for operational and financial reporting purposes. The spin-off resulted in the Crop Protection Business becoming a stand-alone, publicly traded company
We do not expect to incur material transition services costs or income associated with the Transition Services Agreements into which New Corteva entered with Vylor. As such, no estimates of expenses or income have been presented in the unaudited Pro Forma Combined Statements of Operations for the three and nine months ended September 30, 2026.
NOTE 2 - TRANSACTION ACCOUNTING ADJUSTMENTS
a.Cash and cash equivalents: Reflects a net adjustment of $76 million comprising: (1) a $761 million cash distribution from Vylor; (2) a $183 million transfer from Vylor subsequent to the spin-off in settlement of an intercompany note that was issued by Vylor to Corteva as part of pre-separation arrangements associated with the establishment of the Vylor and Corteva starting capital structures; (3) an $82 million post spin-off transfer to Vylor in finalizing the opening balance sheets of the companies; and (4) the repayment of $183 million of outstanding borrowings under EIDP’s commercial paper program and $600 million of outstanding borrowings under EIDP’s 364-Day Revolving Credit Facility (as defined in Note 13 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the Combined Financial Statements), along with $3 million of accrued interest on EIDP’s commercial paper program and 364-Day Revolving Credit Facility. Refer to notes (c) and (d) below.
b.Reflects the removal of accounts and notes receivable - net and related accrued and other current liabilities balances of $169 million and $53 million, respectively, associated with a customer financing program that has been retained by Vylor upon consummation of the spin-off. While the program is operationally inseparable from Vylor, an allocation of relevant balances were included in the New Corteva interim Combined Balance Sheet. Vylor will continue to administer the program on New Corteva’s behalf under a transition services agreement. No estimates of expenses under the transition services agreement have been presented in the unaudited Pro Forma Combined Statements of Operations for the three and nine months ended September 30, 2026 and 2025 as they are not expected to be material.
c.Short-term borrowings: Reflects the repayment of approximately $183 million of outstanding borrowings under EIDP’s commercial paper program and $600 million of outstanding borrowings under EIDP’s 364-Day Revolving Credit Facility. The corresponding accrued interest of $3 million related to these borrowings, recorded within accrued and other current liabilities, was removed as discussed in note (a).
d.Long-term debt: Vylor conducted exchange offers, pursuant to which it offered to exchange any and all of the outstanding 2.300% Senior Notes due 2030 (the “EIDP 2030 Notes”), 5.125% Senior Notes due 2032 (the “EIDP 2032 Notes”) and 4.800% Senior Notes due 2033 (the “EIDP 2033 Notes” and, together with the EIDP 2030 Notes and the EIDP 2032 Notes, the “EIDP Notes”), in each case, issued by EIDP, to the extent held by eligible holders (“Eligible Noteholders”), for the corresponding series of Vylor Notes having the same interest rate, interest payment dates and maturity date as the respective EIDP Notes (with respect to each series, an “Exchange Offer” and together, the “Exchange Offers”). Based on the final tender results of the Exchange Offers, for purposes of the unaudited Pro Forma Combined Financial Statements, New Corteva has reflected that Eligible Noteholders of 86.97%, 95.24% and 87.93% of the aggregate principal amount of the EIDP 2030 Notes, the EIDP 2032 Notes and the EIDP 2033 Notes,
9
respectively, were validly tendered in the Exchange Offers. Any EIDP Notes not accepted for exchange in the Exchange Offers remain outstanding obligations of EIDP.
Under the Exchange Offers, $1.439 billion aggregate principal amount of EIDP Notes, comprising $435 million aggregate principal amount of the EIDP 2030 Notes, $476 million aggregate principal amount of the EIDP 2032 Notes and $528 million aggregate principal amount of the EIDP 2033 Notes were exchanged and are no longer debt obligations of New Corteva. Deferred financing costs of $11 million associated with the EIDP Notes exchanged was removed from the Pro Forma Combined Balance Sheet. The corresponding accrued interest of $21 million related to these borrowings, recorded within accrued and other current liabilities, was removed.
e.Upon consummation of the spin-off, liabilities related to pension and other postretirement benefit plans comprised of $16 million within accrued and other current liabilities and $134 million within pension and other post-employment benefits, as well as $13 million within accumulated other comprehensive income (loss), that were historically shared by Vylor and New Corteva were transferred to New Corteva. Such balances were excluded from the New Corteva interim Combined Balance Sheet as they were allocated to Vylor based upon the nature of the participants. Non-operating pension costs of $1 million and $5 million for the three and nine months ended September 30, 2026, respectively, and $2 million and $6 million for the three and nine months ended September 30, 2025, respectively, related to these liabilities were incurred. There were also associated increases to selling, general and administrative expenses of $2 million and $1 million for the nine months ended September 30, 2026 and 2025, respectively.
f.The Tax Matters Agreement requires certain payments between New Corteva and Vylor for pre-spin-off tax liabilities and receivables. Accordingly, increases to liabilities of approximately $187 million, net, have been recorded within other noncurrent obligations on the unaudited Pro Forma Combined Balance Sheet. These adjustments are based on current estimates of pre-spin-off tax liabilities and receivables and may vary from our current expectations.
g.Reflects adjustments to income tax balances that were transferred to New Corteva as a result of the spin-off. Tax balances have been reflected in the interim Combined Balance Sheet on a separate return basis. Included in the unaudited Pro Forma Combined Balance Sheet are adjustments comprised of an estimated $208 million decrease to net deferred tax assets, which consists of an $186 million decrease to deferred income tax assets and a $22 million increase to deferred income tax liabilities; an $18 million increase to income taxes receivable, recorded within accounts and notes receivable – net; a $3 million increase to other current assets; a $65 million increase to other assets; a $1 million increase to accounts payable; a $9 million decrease to income taxes payable; and a $43 million decrease to other noncurrent obligations.
h.Reflects the reclassification of Corteva’s net investment in New Corteva to additional paid-in capital and common stock to reflect 667.3 million shares of New Corteva common stock outstanding at the consummation of the spin-off.
i.Additional paid-in capital: Represents the additional paid-in capital impact of the unaudited Pro Forma Combined Balance Sheet Adjustments included in notes (a), (b), (c), (d), (e), (f) and (g).
j.Accrued and other current liabilities: Represents the accrued and other current liabilities impact of the unaudited Pro Forma Combined Balance Sheet adjustments included in notes (a), (b), (c), (d) and (e).
k.Interest expense: The adjustment of $24 million and $46 million for the three and nine months ended September 30, 2026, respectively, and $5 million and $14 million for the three and nine months ended September 30, 2025, respectively, is a net reduction in interest expense which assumes the Exchange Offers, payoff of borrowings under EIDP’s commercial paper program and EIDP’s 364-Day Revolving Credit Facility, and issuance of the EIDP 2036 Notes took place on January 1, 2025, as applicable, and the associated reduction of debt was outstanding through September 30, 2026. These adjustments are based on a weighted-average interest rate of approximately 4.76 percent for the three and nine months ended September 30, 2026 and 2025, respectively.
l.Income tax expense: Reflects $6 million and $10 million for the three and nine months ended September 30, 2026, respectively, and $1 million and $3 million for the three and nine months ended September 30, 2025, respectively, of income tax pro forma adjustments. This adjustment was determined by applying the respective statutory tax rates to pre-tax pro forma adjustments in the applicable jurisdictions and is subject to change if the pro forma adjustments change.
10
NOTE 3 - AUTONOMOUS ENTITY ADJUSTMENTS
m.We entered into certain long-term commercial agreements with Vylor including certain revenue and commission sharing arrangements. The unaudited Pro Forma Combined Statement of Operations contains the following related adjustments: (1) adjustments to net sales of $94 million and $179 million for the three and nine months ended September 30, 2026, respectively, and $46 million and $100 million for the three and nine months ended September 30, 2025, respectively; (2) adjustments to cost of goods sold of $13 million and $20 million for the three and nine months ended September 30, 2026, respectively, and $2 million and $10 million for the three and nine months ended September 30, 2025, respectively; and (3) adjustments to selling, general and administrative expenses of $4 million and $5 million for the three and nine months ended September 30, 2026, respectively, and $3 million and $6 million for the three and nine months ended September 30, 2025, respectively. These adjustments were estimated based on the actual historical activity subject to the expected terms of these commercial agreements. Included in the unaudited Pro Forma Combined Balance Sheet as of September 30, 2026 are adjustments of $65 million to accounts and notes receivable – net and $24 million to inventories.
n.Income tax benefit: Reflects $20 million and $40 million for the three and nine months ended September 30, 2026, respectively, and $11 million and $21 million for the three and nine months ended September 30, 2025, respectively, of income tax pro forma adjustments related to note (m). This adjustment was determined by applying the respective statutory tax rates to pre-tax pro forma adjustments in the applicable jurisdictions and is subject to change if the pro forma adjustments change.
NOTE 4 - EARNINGS PER SHARE
o.Pro forma basic and diluted earnings per share for the three and nine months ended September 30, 2026 are calculated using the historical weighted-average basic and diluted shares of Corteva, Inc. common stock outstanding for the respective periods. Because New Corteva is the legal successor to Corteva, Inc. following the spin-off, no shares of common stock were issued in connection with the spin-off, and the historical equity structure of Corteva, Inc. remains in place. The actual diluted earnings per share and diluted shares outstanding following completion of the spin-off will depend on various factors, including adjustments to equity-based compensation awards made in connection with the spin-off. As a result, the dilutive effect after the spin-off may differ from the historical dilutive effect shown here.
NOTE 5 - MANAGEMENT ADJUSTMENTS
The New Corteva Combined Statements of Operations include all revenues and costs directly attributable to New Corteva, along with allocations of certain expenses for services from Corteva including but not limited to, general corporate expenses related to finance, legal, information technology, human resources, ethics and compliance, shared services, employee benefits and incentives, insurance and stock-based compensation. We received the benefit of economies of scale within Corteva’s overall centralized model; however, in establishing these independent support functions, the expenses will generally be higher than the allocations applied in the Combined Statements of Operations.
In developing these estimates, a detailed assessment was prepared of the resources and associated costs required to support the business after the spin-off. Estimated non-personnel third-party support costs were determined by estimating third-party spend in each function, and include the costs associated with outside services supporting executive management, finance, legal, information technology, employee benefits administration, treasury, risk management and procurement. From a timeframe standpoint, these additional costs materialized beginning in the third quarter of 2026 when organizational changes were made in preparation for the spin-off. Management believes the costs which were used as the basis for the management adjustments below are reasonable and representative of New Corteva’s new cost base after the spin-off.
Management believes the presentation of these adjustments is necessary to enhance an understanding of the pro forma effects of the spin-off. The pro forma financial information below reflects all adjustments that are, in the opinion of management, necessary to provide a fair statement of the pro forma financial information, aligned with the assessment described above.
These management adjustments include forward-looking information and are inclusive of depreciation expense of $— million and $3 million for the three and nine months ended September 30, 2026, respectively, and $2 million and $4 million for the three and nine months ended September 30, 2025, respectively. The tax effect has been determined by applying the relevant statutory tax rates to the aforementioned adjustments. Refer to the section of the Corteva, Inc. 2025 Annual Report entitled “Cautionary Statements About Forward-Looking Statements.”
11
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Pro forma income (loss) from continuing operations attributable to New Corteva* | $ | (56) | $ | 58 | $ | 105 | $ | 340 | ||||||
| Management adjustments | — | (10) | (20) | (30) | ||||||||||
| Tax effect of management adjustments | — | 2 | 5 | 6 | ||||||||||
| Pro forma income (loss) from continuing operations after management adjustments | $ | (56) | $ | 50 | $ | 90 | $ | 316 | ||||||
| Basic earnings (loss) per share of common stock after management adjustments: | ||||||||||||||
| Basic earnings (loss) per share of common stock from continuing operations | $ | (0.08) | $ | 0.07 | $ | 0.13 | $ | 0.46 | ||||||
| Diluted earnings (loss) per share of common stock from continuing operations | $ | (0.08) | $ | 0.07 | $ | 0.13 | $ | 0.46 | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||||
| Basic | 667.8 | 678.7 | 669.5 | 681.7 | ||||||||||
| Diluted | 667.8 | 680.2 | 670.7 | 683.1 | ||||||||||
* As shown in the unaudited Pro Forma Combined Statement of Operations.
NOTE 6 - RECONCILIATION OF PRO FORMA OPERATING EBITDA
Non-GAAP Financial Measure
New Corteva presents certain financial measures that do not conform to U.S. GAAP and are considered non-GAAP measures. One such measure is pro forma operating EBITDA. Management uses pro forma operating EBITDA internally for planning and forecasting, including allocating resources and evaluating incentive compensation. Management believes that this non-GAAP measure best reflects the ongoing performance of New Corteva during the periods presented and provides more relevant and meaningful information to investors as it provides insight with respect to ongoing operating results of New Corteva and a more useful comparison of year over year results. This non-GAAP measure supplements New Corteva’s U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such a non-GAAP measure may not be consistent with similar measures provided or used by other companies. A reconciliation for this non-GAAP measure to U.S. GAAP is provided below.
Pro forma operating EBITDA is defined as pro forma earnings (loss) (i.e., pro forma income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits (costs), foreign exchange gains (losses) and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items and separation costs. Non-operating benefits (costs) consists of non-operating pension and OPEB credits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites, as well as rental income recorded under the carve-out basis of accounting. Net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting represents the non-cash net gain (loss) from changes in fair value of certain undesignated foreign currency derivative contracts. Upon settlement, which is within the same calendar year of execution of the contract, the realized gain (loss) from the changes in fair value of the non-qualified foreign currency derivative contracts will be reported in the relevant non-GAAP financial measures, allowing quarterly results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to fair value volatility.
Adjusted pro forma operating EBITDA represents pro forma operating EBITDA plus management adjustments, net of depreciation expense.
In many instances, the pro forma balances below that are used to reconcile pro forma net income (loss) from continuing operations to pro forma operating EBITDA differ from those in the comparable reconciliation presented in the Non-GAAP Financial Measures, which are presented on a carve-out basis, due to the differing bases of accounting used.
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Reconciliation of Pro Forma Income (Loss) from Continuing Operations to Pro Forma Operating EBITDA and Adjusted Pro Forma Operating EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Pro forma income (loss) from continuing operations after income taxes | $ | (54) | $ | 60 | $ | 112 | $ | 347 | ||||||
| Pro forma provision for (benefit from) income taxes on continuing operations | 117 | 37 | 244 | 153 | ||||||||||
| Pro forma income (loss) from continuing operations before income taxes | 63 | 97 | 356 | 500 | ||||||||||
| Depreciation and amortization | 105 | 105 | 316 | 312 | ||||||||||
| Interest - net | 11 | 23 | 27 | 57 | ||||||||||
| Exchange (gains) losses - net | 36 | 13 | 46 | 45 | ||||||||||
| Non-operating (benefits) costs - net | (10) | 5 | (40) | 6 | ||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (4) | 3 | 4 | 27 | ||||||||||
| Significant items (benefit) charge | 21 | 30 | 250 | 16 | ||||||||||
| Separation costs | — | — | 1 | — | ||||||||||
| Pro forma operating EBITDA | $ | 222 | $ | 276 | $ | 960 | $ | 963 | ||||||
| Management adjustments - net of depreciation expense | — | (8) | (17) | (26) | ||||||||||
| Adjusted pro forma operating EBITDA | $ | 222 | $ | 268 | $ | 943 | $ | 937 | ||||||
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