Corteva Inc

Liquidity and Capital Resources

Information related to the company's liquidity and capital resources can be found in the company’s 2024 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity & Capital Resources. The discussion below provides the updates to this information for the three months ended March 31, 2025.

The increase in debt balances from December 31, 2024 was primarily due to higher short-term debt, which was used to fund the company's working capital needs, capital spending, dividend payments and share repurchases. See further information in Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the interim Consolidated Financial Statements.

The company believes its ability to generate cash from operations and access to capital markets and commercial paper markets will be adequate to meet anticipated cash requirements to fund its operations, including seasonal working capital, capital spending, dividend payments, share repurchases, pension obligations and litigation costs, net of recoveries. Corteva's strong financial position, liquidity and credit ratings will provide access as needed to capital markets and commercial paper markets to fund seasonal working capital needs. The company's liquidity needs can be met through a variety of sources, including cash provided by operating activities, commercial paper, syndicated credit lines, bilateral credit lines, long-term debt markets, bank financing and committed receivable repurchase facilities. Corteva considers the borrowing costs and lending terms when selecting the source to fund its operations and working capital needs.

The company had access to approximately $6.1 billion, $6.3 billion and $6.5 billion at March 31, 2025, December 31, 2024 and March 31, 2024, in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the foreign currency loans. These facilities provide support to meet the company’s short-term liquidity needs and for general corporate purposes, which may include funding of discretionary and non-discretionary contributions to certain benefit plans, severance payments, repayment and refinancing of debt, working capital, capital expenditures, repurchases and redemptions of securities, acquisitions and Corteva's costs and expenses, including the settlement of litigation. These facilities are provided to the company by highly rated and well capitalized global financial institutions.

In June 2024, the Revolving Credit Facilities were refinanced for purposes of extending the maturity dates for the five-year and three-year revolving credit facilities to June 2029 and June 2027, respectively, and lowering the facility amount of the five-year revolving credit facility to $2.85 billion and the three-year revolving credit facility to $1.90 billion. Borrowings under the Revolving Credit Facilities will have an interest rate equal to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used, from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Revolving Credit Facilities contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At March 31, 2025, the company was in compliance with these covenants.

In February 2025, the company amended and restated its January 2023 (as amended in July 2023, January 2024 and February 2024) 364-day revolving credit agreement (the “364-Day Revolving Credit Facility”) decreasing the facility amount from $1 billion to $750 million and extending the expiration date to February 2026.

The company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations affecting manufacturing plants, mineral producing properties or research facilities located in the U.S. and the consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations. The outstanding long-term debt also contains customary default provisions.

The company has meaningful seasonal working capital needs based in part on providing financing to its customers. Working capital is funded through multiple methods including cash, commercial paper, the Revolving Credit Facilities, the 364-Day Revolving Credit Facility, and factoring.

The company has factoring agreements with third-party financial institutions to sell its trade receivables under both recourse and non-recourse agreements in exchange for cash proceeds in an effort to reduce its receivables risk. For arrangements that include an element of recourse, the company provides a guarantee of the trade receivables in the event of customer default. Refer to Note 8 - Accounts and Notes Receivable - Net, to the interim Consolidated Financial Statements, for more information.

The company also organizes agreements with third-party financial institutions who directly provide financing for select customers of the company's Seed and Crop Protection products in each region. Terms of the third-party loans are less than a year and programs are renewed on an annual basis. In some cases, the company guarantees a portion of the extension of such credit to such customers. Refer to Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for more information on the company’s guarantees.

The company's cash, cash equivalents and marketable securities at March 31, 2025, December 31, 2024 and March 31, 2024 are $2.0 billion, $3.2 billion and $1.7 billion, respectively, of which $1.7 billion, $1.7 billion and $1.3 billion at March 31, 2025, December 31, 2024 and March 31, 2024, respectively, was held by subsidiaries in foreign countries, including United States territories. Cash, cash equivalents and marketable securities are concentrated subject to local restrictions with highly rated and well capitalized global financial institutions. The underlying credit worthiness and exposures to these counterparties are monitored on a regular basis in line with the company’s overall risk management procedures. Upon actual repatriation, such earnings could be subject to withholding taxes, foreign and/or U.S. state income taxes, and taxes resulting from the impact of foreign currency movements. The cash held by foreign subsidiaries is generally used to finance the subsidiaries' operational activities and future foreign investments. At March 31, 2025, management believed that sufficient liquidity is available in the U.S. with global operating cash flows, borrowing capacity from existing committed credit facilities, and access to capital markets and commercial paper markets.

Summary of Cash Flows

Cash provided by (used for) operating activities - continuing operations was $(2,101) million for the three months ended March 31, 2025 compared to $(2,606) million for the three months ended March 31, 2024. The change was driven by favorable changes in accounts payable due to lower payments to third-party growers resulting from lower commodity costs and planted area, higher deferred revenue, and lower derivative settlements.

Cash provided by (used for) operating activities - discontinued operations was $(8) million for the three months ended March 31, 2025 compared to $(3) million for the three months ended March 31, 2024. The cash outflows were primarily related to

PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours’ Fayetteville Works facility.

Cash provided by (used for) investing activities was $(34) million for the three months ended March 31, 2025 compared to $(270) million for the three months ended March 31, 2024. The change was primarily driven by a reduction in capital expenditures and lower purchases of investments.

Cash provided by (used for) financing activities was $995 million for the three months ended March 31, 2025 compared to $1,766 million for the three months ended March 31, 2024. The change was primarily due to lower net proceeds from debt driven by lower borrowing needs.

In January 2025, the company's Board of Directors authorized a common stock dividend of $0.17 per share, payable on March 17, 2025, to the shareholders of record on March 3, 2025. In April 2025, the company's Board of Directors authorized a common stock dividend of $0.17 per share, payable on June 16, 2025, to the shareholders of record on June 2, 2025.

On November 19, 2024, Corteva, Inc. announced that its Board of Directors authorized a $3 billion share repurchase program to purchase Corteva, Inc,'s common stock, par value $0.01 per share, without an expiration date ("2024 Share Buyback Plan"). The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.

On September 13, 2022, Corteva, Inc. announced that its Board of Directors authorized a $2 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2022 Share Buyback Plan"). The timing, price and volume of purchases in connection with the 2022 Share Buyback Plan will be based on market conditions, relevant securities laws and other factors. In connection with the 2022 Share Buyback Plan, the company repurchased and retired 4,313,000 and 4,630,000 shares in the open market for a total cost (excluding excise taxes) of $270 million and $250 million for the three months ended March 31, 2025 and 2024, respectively.

For the full year 2025, the company expects repurchases of approximately $1 billion under the 2024 Share Buyback Plan and the 2022 Share Buyback Plan discussed above. The total amount, timing, manner, price and volume of purchases will be based on market conditions, relevant securities laws and other market and company specific factors.

See Note 13 - Stockholders' Equity, to the interim Consolidated Financial Statements, for additional information related to the share buyback plans.

EIDP Liquidity Discussion

As discussed in EIDP Note 1 - Basis of Presentation, to the EIDP interim Consolidated Financial Statements, EIDP is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The below relates to EIDP only and is presented to provide a Liquidity discussion for the differences between EIDP and Corteva, Inc. See EIDP Note 2 - Related Party Transactions, to the EIDP interim Consolidated Financial Statements, for further information on related party loans between EIDP and Corteva, Inc.

Cash provided by (used for) operating activities - continuing operations

EIDP’s cash provided by (used for) operating activities - continuing operations was $(2,101) million and an as-restated $(2,610) million for the three months ended March 31, 2025 and 2024, respectively. The change was primarily driven by the items noted on page 50, under the header "Summary of Cash Flows."

Cash provided by (used for) operating activities - discontinued operations

EIDP’s cash provided by (used for) operating activities - discontinued operations was $(8) million and $(3) million for the three months ended March 31, 2025 and 2024, respectively. The change was primarily driven by the items noted on page 50, under the header "Summary of Cash Flows."

Cash provided by (used for) investing activities

EIDP’s cash provided by (used for) investing activities was $(34) million and an as-restated $(632) million for the three months ended March 31, 2025 and 2024. The change was primarily driven by the items noted above, under the header "Summary of Cash Flows," in addition to funding provided to Corteva, Inc. during 2024 on the related party Master In-House Banking Agreement prior to Corteva's intention to no longer repay borrowings from EIDP during the fourth quarter of 2024.

Cash provided by (used for) financing activities

EIDP’s cash provided by (used for) financing activities was $995 million and $2,132 million for the three months ended March 31, 2025 and 2024. The change was primarily driven by the items noted above, under the header "Summary of Cash Flows," as well as payments received from Corteva, Inc. under the Master In-House Banking Agreement, partially offset by the issuance of a cash dividend by EIDP to Corteva, Inc. during the first quarter of 2025.

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company’s 2024 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements and Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.