Group 1 - The potential split of Corteva's seed and crop protection businesses is viewed negatively by analysts, causing confusion among investors [1][2] - Corteva's overall net sales for 2024 are estimated to be approximately $16.9 billion, with seeds accounting for about 56.5% and crop protection for about 43.5% [1] - The company operates in over 110 countries, providing a range of agricultural products including commercial seeds and crop protection solutions [1] Group 2 - Analysts express concerns that the split may not create additional value, citing a lack of financial or strategic benefits [3] - The estimated additional costs for creating two independent companies range from $50 million to $60 million [3] - The current valuation based on a 13.4x expected EBITDA does not indicate potential value creation through a sum-of-the-parts analysis [3]

Core Viewpoint - Corteva is reportedly considering splitting into two separate companies, which has led to a rise in its shares during premarket trading [1][3]. Company Background - Corteva was established in 2018 as the agricultural division of the merged DowDuPont and became an independent entity in 2019 through a three-way spinoff involving Corteva, DuPont, and Dow [2]. - The company, along with Bayer, holds a dominant position in the U.S. corn and soybean seed market [2]. Strategic Considerations - The potential split may be motivated by a desire to mitigate risks associated with pesticide lawsuits, similar to those faced by Bayer regarding its Roundup weedkiller [2][3]. - Corteva shares have increased approximately 30% year-to-date, indicating positive market sentiment leading up to the potential announcement [3].

Group 1 - Corteva is considering a breakup to separate its seed and pesticide businesses into two distinct companies [1] - The decision is influenced by ongoing discussions and insights from individuals familiar with the matter [1] - This potential restructuring reflects a broader trend in the agriculture industry towards specialization [1]

Core Viewpoint - Vanguard Mining Corp. has submitted an Environmental License Application to advance the acquisition of the Yuty Prometeo Uranium Project in Paraguay, marking a significant milestone in the regulatory process [1][2][3] Company Summary - Vanguard Mining Corp. is focused on the discovery and development of strategic minerals, particularly uranium, and is advancing projects in the United States and Paraguay [12] - The company aims to strengthen its uranium asset pipeline and enhance long-term value for shareholders amid increasing global energy security and nuclear power demand [3] Project Details - The Yuty Prometeo Uranium Project consists of four concessions covering approximately 90,000 hectares (222,395 acres) in the Paraná Basin, a promising uranium region in southeastern Paraguay [4][6][8] - The project area is adjacent to Uranium Energy Corp.'s Yuty Deposit, which has an indicated resource of 8.96 million pounds of U₃O₈ [6][9] - The Prometeo Concession spans about 27,666 hectares (68,368 acres) and has historical drill records indicating uranium values between 0.05% and 0.10% U₃O₈ [7] Regulatory and Market Context - The submission of the Environmental License Application is a key step toward obtaining a Prospection Permit from the Ministerio del Ambiente y Desarrollo Sostenible (MADES), essential for full exploration and development approvals [2][3] - Paraguay is recognized for its political stability, investor-friendly policies, and untapped mineral potential, making it an attractive jurisdiction for long-term uranium exploration [11]

Group 1 - Corteva (NYSE:CTVA) shares increased by 2.8% following reports that the company is considering splitting its seed and pesticide businesses into two separate entities [2] - The company may announce its plans soon, provided that there are no last-minute issues during discussions [2]

Core Viewpoint - A potential breakup of a $50 billion seed-and-pesticide company could lead to a significant increase in mergers and acquisitions within the agriculture sector, reminiscent of the dealmaking activity during the first Trump administration [1] Group 1 - The company in question is valued at $50 billion, indicating its substantial presence in the seed and pesticide market [1] - The anticipated breakup could trigger a wave of dealmaking in agriculture, suggesting a shift in market dynamics and competitive landscape [1] - Historical context indicates that the first Trump administration saw a notable increase in agricultural mergers and acquisitions, setting a precedent for potential future activity [1]

Part I Financial Information [Item 1. Consolidated Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) Corteva reported increased net sales and net income for Q2 and H1 2025, with total assets at $41.76 billion and improved cash flow from operations Consolidated Statements of Operations Highlights (In millions, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $6,456 | $6,112 | $10,873 | $10,604 | | **Income from continuing operations** | $1,382 | $1,056 | $2,049 | $1,432 | | **Net income attributable to Corteva** | $1,314 | $1,053 | $1,966 | $1,472 | | **Diluted EPS from continuing operations** | $2.02 | $1.51 | $2.98 | $2.03 | | **Diluted EPS** | $1.92 | $1.51 | $2.87 | $2.10 | Consolidated Balance Sheet Highlights (In millions) | Metric | June 30, 2025 | December 31, 2024 | June 30, 2024 | | :--- | :--- | :--- | :--- | | **Total current assets** | $16,004 | $15,097 | $15,359 | | **Total Assets** | $41,759 | $40,825 | $41,464 | | **Total current liabilities** | $9,516 | $10,386 | $8,953 | | **Total equity** | $26,151 | $24,030 | $25,421 | Consolidated Statement of Cash Flows Highlights (In millions) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Cash from operating activities** | $(1,162) | $(2,158) | | **Cash from investing activities** | $(198) | $(305) | | **Cash from financing activities** | $187 | $1,518 | | **Increase (decrease) in cash** | $(1,105) | $(1,017) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reported increased Q2 2025 net sales and Operating EBITDA, driven by volume, pricing, and cost savings [Recent Developments](index=49&type=section&id=Recent%20Developments) The company is executing a restructuring program for cost savings and continued share repurchases - The Crop Protection Operations Strategy Restructuring Program is expected to result in aggregate pre-tax charges of **$650 million to $700 million**, with anticipated run-rate savings of **$180 million** by 2027[213](index=213&type=chunk)[215](index=215&type=chunk) - Through Q2 2025, the company has recorded **$566 million** in pre-tax charges and made **$116 million** in cash payments related to the restructuring program, which is expected to be substantially complete by the end of 2026[213](index=213&type=chunk)[214](index=214&type=chunk) - In the first six months of 2025, Corteva repurchased and retired a total of **8.1 million shares** for approximately **$520 million** under its 2024 and 2022 Share Buyback Plans[216](index=216&type=chunk)[217](index=217&type=chunk) [Results of Operations](index=50&type=section&id=Results%20of%20Operations) Net sales increased for Q2 and H1 2025, driven by volume and price gains, with improved COGS percentage Net Sales Change Analysis (Q2 2025 vs. Q2 2024) | Region | Net Sales Change ($M) | % Change | Price & Product Mix | Volume | Currency | | :--- | :--- | :--- | :--- | :--- | :--- | | North America | $229 | 5% | 2% | 4% | (1)% | | EMEA | $74 | 11% | 4% | 9% | (2)% | | Latin America | $22 | 3% | (7)% | 18% | (8)% | | Asia Pacific | $19 | 5% | 4% | 2% | (1)% | | **Total** | **$344** | **6%** | **1%** | **6%** | **(1)%** | Net Sales Change Analysis (H1 2025 vs. H1 2024) | Region | Net Sales Change ($M) | % Change | Price & Product Mix | Volume | Currency | | :--- | :--- | :--- | :--- | :--- | :--- | | North America | $352 | 5% | 2% | 4% | (1)% | | EMEA | $(37) | (2)% | 2% | 1% | (5)% | | Latin America | $(51) | (4)% | (6)% | 12% | (10)% | | Asia Pacific | $5 | 1% | 3% | 0% | (2)% | | **Total** | **$269** | **3%** | **1%** | **4%** | **(2)%** | - Cost of Goods Sold (COGS) as a percentage of net sales decreased from **52% to 49%** for the six months ended June 30, 2025, driven by cost actions, raw material deflation, and lower net royalty expense[229](index=229&type=chunk) - Restructuring charges decreased to **$79 million** in Q2 2025 from **$92 million** in Q2 2024, primarily related to the Crop Protection Operations Strategy Restructuring Program[235](index=235&type=chunk) [Segment Reviews](index=56&type=section&id=Segment%20Reviews) Seed and Crop Protection segments increased Q2 2025 net sales and operating EBITDA, driven by volume and pricing Seed Segment Performance (Q2 2025 vs Q2 2024) | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $4,537M | $4,331M | +5% | | Operating EBITDA | $1,863M | $1,698M | +10% | - Seed segment growth in Q2 was driven by a **3% increase** in both volume and price, led by increased corn area and share gains in North America[262](index=262&type=chunk)[263](index=263&type=chunk) Crop Protection Segment Performance (Q2 2025 vs Q2 2024) | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $1,919M | $1,781M | +8% | | Operating EBITDA | $334M | $255M | +31% | - Crop Protection Q2 sales growth was driven by an **11% volume increase**, primarily from demand for new products in Latin America, which offset a **2% price decline**[269](index=269&type=chunk)[270](index=270&type=chunk) [Non-GAAP Financial Measures](index=59&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP Operating EBITDA and EPS increased for Q2 and H1 2025, reflecting improved business performance Reconciliation to Operating EBITDA (In millions) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Income from continuing operations before income taxes (GAAP)** | $1,804 | $1,338 | $2,588 | $1,820 | | Adjustments | $360 | $579 | $765 | $1,131 | | **Operating EBITDA (Non-GAAP)** | $2,164 | $1,917 | $3,353 | $2,951 | Reconciliation to Operating EPS | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Diluted EPS from continuing operations (GAAP)** | $2.02 | $1.51 | $2.98 | $2.03 | | Adjustments | $0.18 | $0.32 | $0.35 | $0.69 | | **Operating EPS (Non-GAAP)** | $2.20 | $1.83 | $3.33 | $2.72 | [Liquidity & Capital Resources](index=62&type=section&id=Liquidity%20%26%20Capital%20Resources) Corteva maintains strong liquidity with $2.14 billion cash and credit access, returning capital to shareholders Liquidity Position (In millions) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash, cash equivalents and marketable securities | $2,141 | $3,169 | | Total debt | $3,629 | $2,703 | - The company has access to approximately **$6.2 billion** in committed and uncommitted unused credit lines as of June 30, 2025[288](index=288&type=chunk) - In May 2025, the company issued **$500 million** of 5.125% Senior Notes due in 2032 to repay maturing debt[292](index=292&type=chunk) - The Board of Directors increased the quarterly dividend by **5.9%** to **$0.18 per share**, payable in September 2025[303](index=303&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks like foreign currency and commodity price fluctuations using derivatives - The company manages foreign currency and commodity price risks through derivative instruments[313](index=313&type=chunk) [Item 4. Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) Corteva's disclosure controls were effective; EIDP remediated its material weakness in internal control - Corteva, Inc.'s management concluded that its disclosure controls and procedures were effective as of June 30, 2025[316](index=316&type=chunk) - EIDP, Inc. has remediated the material weakness in internal control over financial reporting related to the classification of intercompany cash flows, which was identified in the 2024 Annual Report[320](index=320&type=chunk)[321](index=321&type=chunk) Part II Other Information [Item 1. Legal Proceedings](index=69&type=section&id=Item%201.%20Legal%20Proceedings) Corteva is involved in various legal proceedings, including patent disputes and legacy PFAS liabilities - Corteva is engaged in ongoing patent and contract litigation with competitors Bayer and Inari concerning herbicide resistance technology (AAD-1) and soybean traits (E3®)[326](index=326&type=chunk)[327](index=327&type=chunk)[330](index=330&type=chunk) - The company faces significant litigation related to legacy EIDP liabilities, including numerous lawsuits concerning PFAS contamination and natural resource damages[109](index=109&type=chunk)[334](index=334&type=chunk) - A proposed Judicial Consent Order (NJ Statewide Settlement) with New Jersey aims to resolve all outstanding legacy claims in the state, including those related to PFAS and four former DuPont sites[127](index=127&type=chunk)[335](index=335&type=chunk) - The EPA has designated PFOA and PFAS as hazardous substances under CERCLA and has asserted claims against DuPont, EIDP, and Corteva for cleanup and restoration costs at several sites[340](index=340&type=chunk) [Item 1A. Risk Factors](index=72&type=section&id=Item%201A.%20Risk%20Factors) New risk factor: potential delays in regulatory approvals due to U.S. agency funding and staff reductions - A new risk factor highlights that funding and staff reductions at U.S. regulatory agencies (EPA, USDA, FDA) could delay product approvals and commercialization timelines[342](index=342&type=chunk)[343](index=343&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=72&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Corteva repurchased **3.78 million shares** for **$250 million** in Q2 2025; **$2.98 billion** remains for buybacks Issuer Purchases of Equity Securities (Q2 2025) | Month | Total Shares Purchased | Average Price Paid per Share | Approximate Value Remaining Under Program ($M) | | :--- | :--- | :--- | :--- | | April 2025 | 936,031 | $58.97 | $3,175 | | May 2025 | 2,291,981 | $67.85 | $3,019 | | June 2025 | 553,909 | $70.95 | $2,980 | | **Total** | **3,781,921** | **$66.11** | **$2,980** | Consolidated Financial Statements of EIDP, Inc. (Unaudited) [EIDP, Inc. Financial Statements](index=77&type=section&id=EIDP%2C%20Inc.%20Financial%20Statements) EIDP's financials align with Corteva's, differing in equity and intercompany transactions, and cash flow restatement - EIDP's financial statements are substantially similar to Corteva's, with primary differences in equity structure (EIDP has preferred stock) and the treatment of intercompany transactions with its parent, Corteva, Inc[366](index=366&type=chunk) - EIDP restated its interim Consolidated Statement of Cash Flows for the six months ended June 30, 2024, to reclassify **$723 million** from operating activities to investing activities related to an intercompany banking arrangement[368](index=368&type=chunk)[369](index=369&type=chunk) - Beginning in Q4 2024, amounts due from Parent Corteva, Inc. under the Master In-House Banking Agreement are classified within EIDP's equity, reflecting a change in repayment intent. EIDP also issued **$888 million** in dividends to its Parent in the first half of 2025[370](index=370&type=chunk)

Financial Data and Key Metrics Changes - Corteva reported top and bottom line growth with over 200 basis points of operating EBITDA margin expansion in Q2 2025 compared to the same period last year [6] - Organic sales increased by 7% year-over-year in Q2, with operating EBITDA growth of 13% and a margin expansion of 215 basis points [17][18] - For the first half of 2025, operating EBITDA was up more than $400 million to just over $3.35 billion, with a margin of nearly 31%, reflecting a 300 basis point increase [20] Business Line Data and Key Metrics Changes - The Seed Business Unit experienced a 32% increase in price and volume gains, contributing to a significant performance in North America [18] - Crop Protection business saw an 8% increase in volume, with double-digit growth in Brazil, despite a 2% decline in pricing due to competitive dynamics [18][19] - The Seed segment achieved a $70 million benefit in net royalties, exceeding expectations for the full year [7] Market Data and Key Metrics Changes - Overall agricultural fundamentals remain mixed, with growing demand for grains and oilseeds, but moderated crop prices and margins [11] - The U.S. is expected to have a record harvest, with corn futures reflecting above-average crop condition ratings [12] - The market is seeing a shift from soybeans to corn, with expectations of increased corn acreage in Brazil and Argentina [26] Company Strategy and Development Direction - Corteva is focused on operational excellence initiatives and has raised its full-year net cost improvement target to $450 million from $400 million [7] - The company remains optimistic about growth in 2026, with a focus on investing in growth platforms and delivering meaningful royalty productivity [14] - The strategy includes enhancing product offerings and leveraging out-licensing opportunities, particularly in corn and soybeans [58] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving double-digit bottom line growth and meaningful margin improvement for the year [10] - The company anticipates low to mid-single-digit pricing headwinds in the Crop Protection segment for the second half of the year [9] - Management highlighted the importance of global production keeping pace with consumption, which is critical for maintaining market stability [13] Other Important Information - Corteva is on track for $1 billion in share repurchases in 2025 and announced a nearly 6% increase in the annual dividend [29] - The company expects a full-year free cash flow of approximately $1.9 billion, with a cash conversion rate of about 50% [22] Q&A Session Summary Question: What factors are influencing the forecast for the back half of the year? - Management acknowledged the tough comparison for Crop Protection and negative pricing in Brazil, while also discussing seed acreage expectations [32][33] Question: Can you elaborate on the free cash flow guidance? - Management indicated that the increase in free cash flow guidance is driven by earnings growth and lower cash taxes due to recent legislation [38][41] Question: What are the expectations for share gains in corn and soy? - Management reported strong performance in both corn and soy, with significant market share gains attributed to product performance and licensing strategies [70] Question: How is the company navigating tariff impacts on the supply chain? - Management stated that the impact of tariffs has been minimal due to proactive strategies in improving supply chain resiliency [88][90] Question: What are the expectations for Crop Protection pricing in the back half? - Management noted that while pricing pressures exist, there are signs of stabilization and potential improvement in the Crop Protection market [82][84]

Financial Data and Key Metrics Changes - Corteva reported top and bottom line growth with over 200 basis points of operating EBITDA margin expansion in Q2 2025 compared to the same period last year [5] - Organic sales increased by 7% year-over-year for the quarter, driven by gains in both seed and crop protection [15] - Operating EBITDA for the quarter grew by 13%, with a margin expansion of 215 basis points compared to the prior year [16] Business Line Data and Key Metrics Changes - The Seed business unit experienced a 32% increase in price and volume gains, contributing significantly to the first half results [16] - Crop Protection saw an 8% increase in volume, with double-digit growth in new products and biologicals [17] - The Seed and Crop Protection units combined delivered over $400 million in productivity and cost benefits, including lower commodity costs and raw material deflation [19] Market Data and Key Metrics Changes - Overall agricultural fundamentals remain mixed, with growing demand for grains and oilseeds, but moderated crop prices and margins [10] - The U.S. is expected to see a record harvest, with corn futures reflecting above-average crop condition ratings [11] - The stocks-to-use ratio for corn is expected to remain below historical averages despite the anticipated large crop [12] Company Strategy and Development Direction - Corteva is focused on investing in growth platforms and delivering top-tier technology to enhance farmer productivity and sustainability [14] - The company raised its full-year operating EBITDA guidance to $3.8 billion, reflecting confidence in continued performance [9] - There is an emphasis on out-licensing opportunities, with a projected $4 billion market potential in corn and soybeans [55] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving double-digit bottom line growth and meaningful margin improvement for the year [9] - The company anticipates low to mid-single-digit pricing headwinds in the Crop Protection segment for the second half of the year [8] - Management remains optimistic about growth in 2026, with expectations for continued strong performance in key markets [13] Other Important Information - Corteva announced a nearly 6% increase in the annual dividend, marking the fifth consecutive annual increase [27] - The company is on track for $1 billion in share repurchases in 2025, reflecting a strong balance sheet and cash flow outlook [27] Q&A Session Summary Question: What factors are influencing the forecast for the back half of the year? - Management acknowledged the tough comparisons in Crop Protection and negative pricing pressures in Brazil, while also highlighting expectations for mid-single-digit acreage increases in Latin America [30][34] Question: Can you elaborate on the free cash flow guidance? - The increase in free cash flow guidance to approximately $1.9 billion is attributed to earnings growth and lower cash taxes from recent legislation [40][41] Question: What are the expectations for share gains in corn and soy? - Management indicated strong performance in both corn and soy, with significant market share gains driven by product performance and licensing opportunities [68][70] Question: How are tariffs affecting the supply chain? - The impact of tariffs has been minimal due to proactive strategies in multisourcing and supply chain management [89] Question: What are the expectations for Crop Protection pricing? - Management expects low single-digit pricing declines in Crop Protection, particularly in Brazil, but sees signs of stabilization and potential improvement in 2026 [82][83]

Financial Performance - Q2 2025 - Net sales increased by 6% to $6.456 billion compared to $6.112 billion in 2Q 2024[35] - Operating EBITDA increased by 13% to $2.164 billion with an Operating EBITDA margin of 33.5%, a 215 bps increase[35] - Operating EPS increased by 20% to $2.20[35] Financial Performance - 1H 2025 - Net sales increased by 3% to $10.873 billion compared to $10.604 billion in 1H 2024[20, 94] - Operating EBITDA increased by 14% to $3.353 billion with an Operating EBITDA margin of 30.8%, a 301 bps increase[20, 92] Segment Performance - Seed - Seed net sales for 2Q 2025 increased by 5% to $4.537 billion[38] - Seed Operating EBITDA margin for 2Q 2025 was 41.1%, an increase of 186 bps[38] - Seed net sales for 1H 2025 increased by 2% to $7.244 billion[50] - Seed Operating EBITDA margin for 1H 2025 was 37.3%, an increase of 280 bps[50] Segment Performance - Crop Protection - Crop Protection net sales for 2Q 2025 increased by 8% to $1.919 billion[60] - Crop Protection Operating EBITDA margin for 2Q 2025 was 17.4%, an increase of 309 bps[60] - Crop Protection net sales for 1H 2025 increased by 3% to $3.629 billion[69] - Crop Protection Operating EBITDA margin for 1H 2025 was 19.6%, an increase of 355 bps[69] FY 2025 Guidance - Revised Operating EBITDA guidance to $3.75 - $3.85 billion, a 13% increase at the mid-point[27] - Expecting ~150 bps improvement in Operating EBITDA margin[12, 27] - Operating EPS guidance revised to $3.00 - $3.20, a 21% increase at the mid-point[27] - Free Cash Flow Conversion expected to be ~50%[27]