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Form 8-K Corteva, Inc. For: Aug 04

August 4, 2022 5:06 PM EDT
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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): August 4, 2022
Corteva, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware 001-38710 82-4979096
(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
 
9330 Zionsville Road,
Indianapolis, Indiana 46268
974 Centre Road Road,
Wilmington, Delaware 19805
(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:
 
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share CTVA New York Stock Exchange

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 August 4, 2022, Corteva, Inc. (the "Company") announced its consolidated financial results for the quarter ended June 30, 2022. 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 2.05     Costs Associated with Exit or Disposal Activities
In connection with the company’s shift to a global business unit model, the company has assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential. As a result of this assessment, the company has committed to restructuring actions that, combined with the impact of the company’s separate announcement to withdraw from Russia (“Russia Exit”) (collectively the “2022 Restructuring Actions”), has resulted in total pre-tax restructuring and other charges during the three and six months ended June 30, 2022 of $56 million recognized in restructuring and asset related charges - net in the interim Consolidated Statement of Operations. The company also recorded pre-tax charges to other income - net in the interim Consolidated Statement of Operations, relating to the exit of a non-strategic asset of $5 million.

The total pre-tax restructuring and other charges included $38 million associated with the Russia Exit. The company also recorded other pre-tax charges associated with the Russia Exit to cost of goods sold and other income – net in the interim Consolidated Statement of Operations, relating to inventory write-offs of $1 million and settlement costs of $6 million, respectively. Additional pre-tax charges up to $30 million associated with the Russia Exit are possible, primarily associated with government receivables and inventory.

On August 3, 2022, the Company's management committed to additional restructuring actions, excluding the Russia Exit, through June 2023 and expects to record total pre-tax restructuring and other charges relating to the 2022 Restructuring Actions of $295 million to $350 million, comprised of $85 million to $95 million of severance and related benefit costs, $150 million to $165 million of asset related charges, $40 million to $55 million of costs related to contract terminations (including early lease terminations) and $20 million to $35 million of other charges.

Future cash payments related to these charges are anticipated to be $180 million to $210 million, primarily related to the payment of severance and related benefits, contract terminations and other charges. The restructuring actions associated with these charges are expected to be substantially complete in 2023.

Cautionary Statement About Forward-Looking Statements
This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth, product development, regulatory approvals, market position; capital allocation strategy; liquidity; environmental, social and governance (“ESG”) targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters are forward-looking statements.

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 Corteva’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 Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva’s pipeline; (ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of



governments and international organizations; (v) effect of competition and consolidation in Corteva’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) failure to comply with competition and antitrust laws; (x) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (xi) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) effect of volatility in Corteva’s input costs; (xiv) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xv) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xvi) increases in pension and other post-employment benefit plan funding obligations; (xvii) risks related to environmental litigation and the indemnification obligations of legacy EID liabilities in connection with the separation of Corteva; (xiii) risks related to Corteva’s global operations; (xix) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to COVID-19; (xxii) Corteva’s ability to recruit and retain key personnel; (xxiii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) Corteva’s dependence on intellectual property cross-license agreements; (xxvi) other risks related to the Separation from DowDuPont; and (xxvii) risks related to the Russia and Ukraine military conflict.

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 and estimates is included in the "Risk Factors" section of Corteva's 2021 Annual Report on Form 10-K, as modified by subsequent quarterly reports on Form 10-Q and Current Reports on Form 8-K.

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits.
Press Release dated August 4, 2022
Financial Statement Schedules dated August 4, 2022
104The 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)
  
  
 /s/ Brian Titus
 Brian Titus
 Vice President and Controller
 
August 4, 2022


1 Corteva Reports Second Quarter and First Half 2022 Results, Raises Full- Year Net Sales and Earnings Guidance • Increased dividend ~7% on an annualized basis, effective in the third quarter • Announces restructuring program in connection with strategic portfolio reviews INDIANAPOLIS, Ind., August 4, 2022 – Corteva, Inc. (NYSE: CTVA) (“Corteva” or the “Company”) today reported financial results for the second quarter and six months ended June 30, 2022. 2Q 2022 Results Overview Net Sales Income from Cont. Ops (After Tax) EPS GAAP $6.25B $1.00B $1.37 vs. 2Q 2021 +11% (2)% - % Organic1 Sales Operating EBITDA1 Operating EPS1 NON-GAAP $6.35B $1.72B $1.64 vs. 2Q 2021 +13% +18% +17% 1H 2022 Results Overview Net Sales Income from Cont. Ops (After Tax) EPS GAAP $10.85B $1.58B $2.16 vs. 1H 2021 +11% (3)% (1)% Organic1 Sales Operating EBITDA1 Operating EPS1 NON-GAAP $11.19B $2.76B $2.61 vs. 1H 2021 +14% +17% +19% First Half 2022 Highlights • First half 2022 net sales rose 11% versus prior year with gains in both segments. Organic1 sales increased 14% in the same period with gains in all regions. • Seed net sales grew 3% and organic1 sales increased 6% year over year, with notable gains in EMEA2, partially offset by the reduction of corn acres and canola volumes in North America2. Price was up 7% globally, led by continued execution on the company’s price for value strategy and recovery of higher input costs. • Crop Protection net sales grew 24% and organic1 sales increased 28%, led by North America2 and Latin America. Volume gains were driven by continued penetration of new products, including EnlistTM and ArylexTM herbicides and OnmiraTM fungicide, and strong early demand in Latin America. Price gains reflected strong execution across all regions in response to cost inflation. • GAAP income and earnings per share (EPS) from continuing operations were $1.58 billion and $2.16 per share for the first half of 2022, respectively. Operating EBITDA1 was $2.76 billion, a 17% improvement over prior year on strong price execution and volume gains in all regions and productivity actions, partially offset by inflation and currency headwinds. Operating EPS1 was $2.61 per share, up 19% compared to prior year. • Management increased full year 2022 net sales and earnings guidance3. Net sales is expected to be in the range of $17.2 billion to $17.5 billion and Operating EBITDA1 is expected to be in the range of $2.95 billion to $3.10 billion. Operating EPS1 is expected to be in the range of $2.45 to $2.60 per share. • The Company announced a ~7% annualized dividend increase effective in the third quarter – reflecting continued focus on returning capital to shareholders. 1. Organic Sales, Operating EPS and Operating EBITDA are non-GAAP measures. See page A-5 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 7 for further discussion. 4. Enlist E3™ soybeans are jointly developed by Corteva Agriscience LLC and MS Technologies™. News Release 2Q/1H 2022


 
News Release 2Q/1H 2022 2 _ Company Updates Company Announces Completion of Strategic Portfolio Reviews • In connection with its previously announced business realignment, the Company completed strategic portfolio reviews, aimed at refining the Company’s strategy and accelerating short-term and long-term margin growth. • The outcome of this analysis is the Company’s plan to exit non-strategic geographies and product lines while emphasizing its core markets and crops, representing over 95% of its current total net sales and 99% of its current total Operating EBITDA1. • These portfolio decisions will position the Company to focus investment on delivering greater value to growers through more differentiated and sustainably advantaged solutions, leveraging its pipeline to drive advancements in global food security and climate change. • The Company is also right-sizing and optimizing its cost structure to enable greater agility and accountability for the performance of its two business units, Seed and Crop Protection. • As a result, the Company expects to record total restructuring and other charges of approximately $400 million through the second quarter of 2023, roughly half of which represents cash payments. • In the second quarter of 2022, the Company recorded $68 million of restructuring and other charges, of which $45 million related to the Company’s previously announced exit from Russia. • As a result of these actions, the Company expects to achieve more than $200 million in run-rate savings by 2025. • Additional information on the outcome of the strategic portfolio reviews will be shared on September 13th at the Company’s 2022 Investor Day. EnlistTM System Accelerates Market Penetration for 2022 • The Company delivered approximately $980 million in sales for the EnlistTM system during the first half, an increase of more than 60% versus the first half of 2021. • The Company raised its Enlist E3TM4 2022 market penetration outlook to greater than 45% of U.S. soybean acres, up from greater than 40% expected previously. • The Company estimates that greater than 80% of Enlist E3TM4 acres will receive an EnlistTM herbicide application, reflecting strong market demand and positive grower feedback on the ease and simplicity of the system. “Corteva delivered an impressive first half with double-digit sales and Operating EBITDA growth and margin expansion, reflecting strong customer demand and focused execution amidst dynamic market conditions. We also continue to take actions to accelerate performance, including the completion of strategic portfolio reviews aimed at refining our strategy, driving operational execution, and making disciplined investment decisions in innovation and technology to deliver increased value to farmers and contribute to a more sustainable global food system. We believe that we are well-positioned to continue to adapt and execute in a challenging operating environment. Our strong first half momentum and robust market fundamentals have given us confidence to raise our guidance for the year.” Chuck Magro Chief Executive Officer


 
News Release 2Q/1H 2022 3 Summary of Second Quarter 2022 For the second quarter ended June 30, 2022, net sales increased 11% versus the same period last year. Organic1 sales rose 13%, with increases in all regions. Volume grew 4% versus the prior-year period. Demand for new and differentiated Crop Protection products, coupled with strong early demand in Latin America, drove double-digit net sales growth for the segment, with an organic1 sales increase of 28%. Lower seed volumes were driven by the reduction of corn acres and supply constraints in North America canola. Price increased 9% versus prior year, reflecting continued execution on the Company’s price for value strategy and recovery of higher input costs. GAAP income from continuing operations after income taxes was $1.00 billion in second quarter 2022. Operating EBITDA1 for the second quarter was $1.72 billion, up 18% compared to the year-ago period. 2Q 2Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change Net Sales $6,252 $5,627 11% 13% North America $4,078 $3,842 6% 6% EMEA $858 $710 21% 34% Latin America $833 $588 42% 35% Asia Pacific $483 $487 (1)% 7% 1H 1H % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change Net Sales $10,853 $9,805 11% 14% North America $6,083 $5,585 9% 9% EMEA $2,440 $2,312 6% 19% Latin America $1,483 $1,106 34% 31% Asia Pacific $847 $802 6% 13%


 
News Release 2Q/1H 2022 4 Seed Summary Seed net sales were $3.9 billion in the second quarter of 2022, up from approximately $3.8 billion in the second quarter of 2021. The sales increase was driven by a 7% increase in price, partially offset by a 1% decline in volume and a 2% unfavorable currency impact. The increase in price was driven by strong execution, with global corn and soybean prices up 6% and 8%, respectively. Lower volumes were driven by reduced corn acres in North America and supply constraints in North America canola and Latin America corn, which more than offset gains in EMEA and North America soybeans. Unfavorable currency impacts were led by the Turkish Lira and the Euro. Segment Operating EBITDA was $1.2 billion in the second quarter of 2022, up 10% from the second quarter of 2021. Price execution and ongoing cost and productivity actions more than offset higher input and freight costs, the unfavorable impact of currency, and lower corn acres and canola volumes in North America. Segment operating EBITDA margin improved by approximately 170 basis points versus the prior-year period. 2Q 2Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $3,235 $3,104 4% 4% EMEA $359 $298 20% 34% Latin America $206 $234 (12)% (13)% Asia Pacific $147 $144 2% 9% Total 2Q Seed Net Sales $3,947 $3,780 4% 6% 2Q Seed Operating EBITDA $1,240 $1,123 10% N/A Seed net sales were $6.5 billion in the first half of 2022, up from approximately $6.3 billion in the first half of 2021. The sales increase was driven by a 7% increase in price. This gain was partially offset by a 1% decline in volume and a 3% unfavorable currency impact. The increase in price was driven by strong execution globally, led by North America and EMEA, with corn and soybean prices each up 7% globally. The decline in volume was driven by reduced corn acres in North America and supply constraints in North America canola and Latin America corn, which more than offset gains in EMEA and North America soybeans. Unfavorable currency impacts were led by the Turkish Lira and the Euro. Segment Operating EBITDA was $1.8 billion in the first half of 2022, up 4% from the first half of 2021. Price execution and ongoing cost and productivity actions more than offset higher input and freight costs, the unfavorable impact of currency, lower volumes in North America, and the unfavorable year-over-year impact from the remeasurement of a previously held equity investment. 1H 1H % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $4,419 $4,314 2% 3% EMEA $1,285 $1,245 3% 17% Latin America $529 $508 4% 5% Asia Pacific $238 $205 16% 24% Total 1H Seed Net Sales $6,471 $6,272 3% 6% 1H Seed Operating EBITDA $1,809 $1,740 4% N/A


 
News Release 2Q/1H 2022 5 Crop Protection Summary Crop Protection net sales were approximately $2.3 billion in the second quarter of 2022 compared to approximately $1.8 billion in the second quarter of 2021. The sales increase was driven by a 14% increase in volume and a 14% increase in price. These gains were partially offset by a 2% unfavorable currency impact and a 1% unfavorable portfolio impact. The increase in volume was driven by continued penetration of new products, including EnlistTM herbicide and OnmiraTM fungicide, coupled with strong early demand in Latin America. The increase in price was broad-based, with gains in all regions led by North America and Latin America, and mostly reflected pricing for higher raw material and logistical costs. Unfavorable currency impacts were led by the Euro. The portfolio impact was driven by a divestiture in Asia Pacific. Segment Operating EBITDA was $509 million in the second quarter of 2022, up 38% from the second quarter of 2021. Pricing and volume gains and productivity actions more than offset higher input costs, including raw material costs, and the unfavorable impact of currency. Segment operating EBITDA margin improved by more than 200 basis points versus the prior-year period. 2Q 2Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $843 $738 14% 15% EMEA $499 $412 21% 34% Latin America $627 $354 77% 67% Asia Pacific $336 $343 (2)% 6% Total 2Q Crop Protection Net Sales $2,305 $1,847 25% 28% 2Q Crop Protection Operating EBITDA $509 $370 38% N/A Crop Protection net sales were approximately $4.4 billion in the first half of 2022 compared to approximately $3.5 billion in the first half of 2021. The sales increase was driven by a 16% increase in volume and a 12% increase in price. These gains were partially offset by a 3% unfavorable currency impact and a 1% unfavorable portfolio impact. The increase in volume was driven by continued penetration of new products, including EnlistTM and ArylexTM herbicides and OnmiraTM fungicide, with new product sales up more than 60% compared to the same period last year. In addition, the Company experienced strong early demand in Latin America. The increase in price was broad-based, with gains in all regions led by North America, and mostly reflected pricing for higher raw material and logistical costs. Unfavorable currency impacts were led by the Euro and the Turkish Lira. The portfolio impact was driven by a divestiture in Asia Pacific. Segment Operating EBITDA was $1.0 billion in the first half of 2022, up 45% from the first half of 2021. Pricing and volume gains and productivity actions more than offset higher input costs, including raw material costs, and the unfavorable impact of currency. Segment operating EBITDA margin improved by more than 320 basis points versus the prior-year period largely driven by pricing execution and new and differentiated technology. 1H 1H % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $1,664 $1,271 31% 31% EMEA $1,155 $1,067 8% 21% Latin America $954 $598 60% 53% Asia Pacific $609 $597 2% 9% Total 1H Crop Protection Net Sales $4,382 $3,533 24% 28% 1H Crop Protection Operating EBITDA $1,000 $691 45% N/A


 
News Release 2Q/1H 2022 6 2022 Updated Guidance The outlook for agriculture remains robust despite recent commodity price volatility. The Company expects record demand for grain and oilseeds in 2022, which should support commodity prices as ending stocks remain under pressure. Grower balance sheets and income levels remain healthy despite increased input costs for fuel and fertilizer, leading customers to prioritize technology to maximize return. As a result, the Company updated its previously provided guidance3 for the full year 2022 – increasing sales and earnings expectations for this period. Corteva expects net sales in the range of $17.2 billion to $17.5 billion, which at the mid-point represents expected net sales growth of 11% for the year. Operating EBITDA1 is expected to be in the range of $2.95 billion to $3.10 billion, which at the mid-point represents expected Operating EBITDA1 growth of 17% for the year. Operating EPS1 is expected to be in the range of $2.45 to $2.60 per share. 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. Second Quarter Conference Call The Company will host a live webcast of its second quarter and first half 2022 earnings conference call with investors to discuss its results and outlook tomorrow, August 5, 2022, at 9:00 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 publicly traded, global pure-play agriculture company that combines industry-leading innovation, high-touch customer engagement and operational execution to profitably deliver solutions for the world’s most pressing agriculture challenges. Corteva generates advantaged market preference through its unique distribution strategy, together with its balanced and globally diverse mix of seed, crop protection, and digital products and services. With some of the most recognized brands in agriculture and a technology pipeline well positioned to drive growth, the Company is committed to maximizing productivity for farmers, while working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. More information can be found at www.corteva.com. Follow Corteva on Facebook, Instagram, LinkedIn, Twitter, and YouTube. Cautionary Statement About Forward-Looking Statements This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; environmental, social and governance (“ESG”) targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements. 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 Corteva’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 Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva’s pipeline; (ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) effect of competition and consolidation in Corteva’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) failure to comply with competition and antitrust laws; (x) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (xi) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) effect of volatility in Corteva’s input costs; (xiv) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xv) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xvi) increases in pension and other post-employment benefit plan funding obligations; (xvii) risks related to environmental litigation and the indemnification obligations of legacy EID liabilities in connection with the separation of Corteva; (xviii) risks related to Corteva’s global operations; (xix) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xx) capital markets sentiment towards ESG matters (xxi) risks related to COVID-19; (xxii) Corteva’s ability to recruit and retain key personnel; (xxiii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) Corteva’s dependence on intellectual property cross-license agreements; (xxvi) other risks related to the Separation from DowDuPont; and (xxvii) risks related to the Russia and Ukraine military conflict. 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 on Form 10-K, as modified by subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K.


 
News Release 2Q/1H 2022 7 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), operating EBITDA, operating earnings (loss) per share, and 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-5 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-10 of the Financial Statement Schedules. Beginning January 1, 2020, the Company presents accelerated prepaid royalty amortization expense as a significant item. Accelerated prepaid royalty amortization represents the noncash charge associated with the recognition of upfront payments made to Monsanto in connection with the Company’s non-exclusive license in the United States and Canada for Monsanto’s Genuity® Roundup Ready 2 Yield® Roundup Ready 2 Xtend® herbicide tolerance traits. During the five-year ramp-up period of Enlist E3TM, Corteva is expected to significantly reduce the volume of products with the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits beginning in 2021, with expected minimal use of the trait platform after the completion of the ramp-up. Additionally, in connection with the Company’s shift to a global business unit model, the Company has assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential. As a result of this assessment, the company has committed to restructuring actions that, combined with the impact of the company’s separate announcement to withdraw from Russia and stop production and business activities (“Russia Exit”) (collectively the “2022 Restructuring Actions”), have resulted in expected total pre-tax restructuring and other charges of approximately $350 million to $420 million. The restructuring actions associated with these charges are expected to be substantially complete in 2023. Organic sales is defined as price and volume and excludes currency and portfolio impacts. Operating EBITDA is defined as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non- operating benefits (costs), foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items. Non-operating (benefits) costs consists of non-operating pension and other post-employment benefit (OPEB) benefits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the Company as pre-tax income or expense. Operating earnings (loss) per share is defined as “earnings (loss) per common share from continuing operations - diluted” excluding the after-tax impact of significant items, the after tax impact of non-operating benefits (costs), the after-tax impact of amortization expense associated with intangible assets existing as of the Separation from DowDuPont, and the after-tax impact of net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. 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. 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. Base income tax rate is defined as the effective tax rate excluding the impacts of foreign exchange gains (losses), non-operating benefits (costs), amortization of intangibles (existing as of the Separation), mark-to- market gains (losses) on certain foreign currency contracts not designated as hedges, and significant items. ® TM Corteva Agriscience and its affiliated companies. 08/04/2022 Media Contact Gregg Schmidt +1 302-485-3260 [email protected] Investor Contact Kim Booth +1 302-485-3704 [email protected]


 

A-1
Corteva, Inc.
Consolidated Statements of Operations
(Dollars in millions, except per share amounts)


Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
Net sales$6,252 $5,627 $10,853 $9,805 
Cost of goods sold3,323 3,010 6,047 5,430 
Research and development expense296 293 564 574 
Selling, general and administrative expenses1,017 998 1,752 1,731 
Amortization of intangibles179 180 358 363 
Restructuring and asset related charges - net143 135 148 235 
Other income - net49 298 66 635 
Interest expense16 25 14 
Income (loss) from continuing operations before income taxes1,327 1,302 2,025 2,093 
Provision for (benefit from) income taxes on continuing operations325 284 446 462 
Income (loss) from continuing operations after income taxes1,002 1,018 1,579 1,631 
Income (loss) from discontinued operations after income taxes(30)(45)(40)(55)
Net income (loss)972 973 1,539 1,576 
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to Corteva$969 $970 $1,533 $1,570 
Basic earnings (loss) per share of common stock:
Basic earnings (loss) per share of common stock from continuing operations$1.38 $1.37 $2.17 $2.19 
Basic earnings (loss) per share of common stock from discontinued operations(0.04)(0.06)(0.06)(0.07)
Basic earnings (loss) per share of common stock$1.34 $1.31 $2.11 $2.12 
Diluted earnings (loss) per share of common stock:
Diluted earnings (loss) per share of common stock from continuing operations$1.37 $1.37 $2.16 $2.18 
Diluted earnings (loss) per share of common stock from discontinued operations(0.04)(0.06)(0.05)(0.07)
Diluted earnings (loss) per share of common stock$1.33 $1.31 $2.11 $2.11 
Average number of shares outstanding used in earnings (loss) per share (EPS) calculation (in millions)
  Basic723.0737.3724.9740.3
  Diluted726.7743.3728.6746.4






A-2
Corteva, Inc.
Consolidated Balance Sheets
(Dollars in millions, except share amounts)
June 30, 2022December 31, 2021June 30, 2021
Assets
Current assets
Cash and cash equivalents$2,401 $4,459 $2,861 
Marketable securities254 86 39 
Accounts and notes receivable net
6,947 4,811 6,792 
Inventories4,184 5,180 3,541 
Other current assets978 1,010 1,052 
Total current assets14,764 15,546 14,285 
Investment in nonconsolidated affiliates93 76 68 
Property, plant and equipment8,532 8,364 8,343 
Less: Accumulated depreciation4,232 4,035 4,002 
Net property, plant and equipment4,300 4,329 4,341 
Goodwill9,987 10,107 10,207 
Other intangible assets9,673 10,044 10,413 
Deferred income taxes449 438 442 
Other assets1,640 1,804 1,740 
Total Assets$40,906 $42,344 $41,496 
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$712 $17 $677 
Accounts payable3,567 4,126 3,070 
Income taxes payable383 146 234 
Deferred revenue740 3,201 748 
Accrued and other current liabilities2,454 2,068 2,523 
Total current liabilities7,856 9,558 7,252 
Long-term debt1,283 1,100 1,101 
Other noncurrent liabilities
Deferred income tax liabilities1,165 1,220 935 
Pension and other post employment benefits - noncurrent2,838 3,124 4,767 
Other noncurrent obligations1,693 1,719 1,816 
Total noncurrent liabilities6,979 7,163 8,619 
Commitments and contingent liabilities
Stockholders' equity
Common stock, $0.01 par value; 1,666,667,000 shares authorized;
issued at June 30, 2022 - 719,320,000; December 31, 2021 - 726,527,000; and June 30, 2021 - 734,421,000
Additional paid-in capital27,795 27,751 27,682 
Retained earnings 1,252 524 941 
Accumulated other comprehensive income (loss)(3,223)(2,898)(3,245)
Total Corteva stockholders' equity25,831 25,384 25,385 
Noncontrolling interests240 239 240 
Total equity26,071 25,623 25,625 
Total Liabilities and Equity$40,906 $42,344 $41,496 


A-3
Corteva, Inc.
Consolidated Statement of Cash Flows
(Dollars in millions, except per share amounts)

Six Months Ended June 30,
20222021
Operating activities
Net income (loss)$1,539 $1,576 
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization609 617 
Provision for (benefit from) deferred income tax(79)124 
Net periodic pension and OPEB benefit, net
(138)(641)
Pension and OPEB contributions(113)(149)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments(1)(1)
Restructuring and asset related charges - net148 235 
Other net loss99 143 
Changes in assets and liabilities, net
Accounts and notes receivable(2,331)(1,957)
Inventories905 1,334 
Accounts payable(488)(525)
Deferred revenue(2,450)(1,931)
Other assets and liabilities679 532 
Cash provided by (used for) operating activities(1,621)(643)
Investing activities
Capital expenditures(318)(269)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested12 26 
Investments in and loans to nonconsolidated affiliates(6)(1)
Purchases of investments(236)(56)
Proceeds from sales and maturities of investments93 285 
Other investing activities, net20 (2)
Cash provided by (used for) investing activities(435)(17)
Financing activities
Net change in borrowings (less than 90 days) 325 254 
Proceeds from debt772 419 
Payments on debt(204)— 
Repurchase of common stock(600)(550)
Proceeds from exercise of stock options62 66 
Dividends paid to stockholders(203)(192)
Other financing activities, net(46)(24)
Cash provided by (used for) financing activities106 (27)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(116)(14)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents(2,066)(701)
Cash, cash equivalents and restricted cash equivalents at beginning of period4,836 3,873 
Cash, cash equivalents and restricted cash equivalents at end of period$2,770 $3,172 


A-4
Corteva, Inc.
Consolidated Segment Information
(Dollars in millions, except per share amounts)

Three Months Ended June 30,Six Months Ended June 30,
SEGMENT NET SALES - SEED2022202120222021
    Corn$2,222 $2,180 $4,152 $4,068 
    Soybean1,308 1,160 1,480 1,337 
    Other oilseeds246 271 523 567 
    Other171 169 316 300 
Seed$3,947 $3,780 $6,471 $6,272 
Three Months Ended June 30,Six Months Ended June 30,
SEGMENT NET SALES - CROP PROTECTION2022202120222021
    Herbicides$1,224 $969 $2,429 $1,955 
    Insecticides494 460 912 845 
    Fungicides448 311 752 572 
    Other139 107 289 161 
Crop Protection$2,305 $1,847 $4,382 $3,533 
Three Months Ended June 30,Six Months Ended June 30,
GEOGRAPHIC NET SALES - SEED2022202120222021
North America 1
$3,235 $3,104 $4,419 $4,314 
EMEA 2
359 298 1,285 1,245 
Latin America
206 234 529 508 
Asia Pacific
147 144 238 205 
Rest of World 3
712 676 2,052 1,958 
Net Sales$3,947 $3,780 $6,471 $6,272 
Three Months Ended June 30,Six Months Ended June 30,
GEOGRAPHIC NET SALES - CROP PROTECTION2022202120222021
North America 1
$843 $738 $1,664 $1,271 
EMEA 2
499 412 1,155 1,067 
Latin America
627 354 954 598 
Asia Pacific
336 343 609 597 
Rest of World 3
1,462 1,109 2,718 2,262 
Net Sales$2,305 $1,847 $4,382 $3,533 
1. Reflects U.S. & Canada
2. Reflects Europe, Middle East, and Africa
3. Reflects EMEA, Latin America, and Asia Pacific




A-5
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
20222022
Net Sales (GAAP)$6,252 $10,853 
Less: Impacts from Currency and Portfolio(102)(339)
Organic Sales (Non-GAAP)$6,354 $11,192 
Three Months Ended June 30,Six Months Ended June 30,
OPERATING EBITDA2022202120222021
Seed$1,240 $1,123 $1,809 $1,740 
Crop Protection509 370 1,000 691 
Corporate Expenses(30)(32)(51)(66)
Operating EBITDA (Non-GAAP)$1,719 $1,461 $2,758 $2,365 
RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER INCOME TAXES TO OPERATING EBITDAThree Months Ended June 30,Six Months Ended June 30,
2022202120222021
Income (loss) from continuing operations after income taxes (GAAP)$1,002 $1,018 $1,579 $1,631 
Provision for (benefit from) income taxes on continuing operations325 284 446 462 
Income (loss) from continuing operations before income taxes (GAAP)1,327 1,302 2,025 2,093 
Depreciation and amortization302 313 609 617 
Interest income(24)(18)(39)(39)
Interest expense16 25 14 
Exchange (gains) losses1
36 14 83 49 
Non-operating (benefits) costs2
(60)(315)(125)(626)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges(33)23 22 
Significant items (benefit) charge3
155 135 177 235 
Operating EBITDA (Non-GAAP)$1,719 $1,461 $2,758 $2,365 

1.Refer to page A-14 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) (benefits) costs, tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense.
3.Refer to page A-10 for pre-tax and after tax impacts of significant items.


A-6
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)

PRICE - VOLUME - CURRENCY ANALYSIS
REGION
Q2 2022 vs. Q2 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
North America$236 %$243 %%(2)%— %— %
EMEA
148 21 %243 34 %%25 %(13)%— %
Latin America
245 42 %207 35 %13 %22 %%— %
Asia Pacific
(4)(1)%34 %%— %(5)%(3)%
Rest of World389 22 %484 27 %10 %17 %(4)%(1)%
Total$625 11 %$727 13 %%%(2)%— %
SEED
Q2 2022 vs. Q2 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
North America$131 %$135 %%(2)%— %— %
EMEA
61 20 %101 34 %15 %19 %(14)%— %
Latin America
(28)(12)%(31)(13)%— %(13)%%— %
Asia Pacific
%14 %12 %(3)%(7)%— %
Rest of World36 %84 12 %%%(7)%— %
Total$167 %$219 %%(1)%(2)%— %
CROP PROTECTION
Q2 2022 vs. Q2 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
North America$105 14 %$108 15 %20 %(5)%(1)%— %
EMEA
$87 21 %142 34 %%29 %(13)%— %
Latin America
$273 77 %238 67 %21 %46 %10 %— %
Asia Pacific
$(7)(2)%20 %%%(4)%(4)%
Rest of World$353 32 %400 36 %10 %26 %(3)%(1)%
Total$458 25 %$508 28 %14 %14 %(2)%(1)%


A-7
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
SEED PRODUCT LINE
Q2 2022 vs. Q2 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
Corn$42 %$72 %%(3)%(1)%— %
Soybeans148 13 %151 13 %%%— %— %
Other oilseeds(25)(9)%(12)(4)%%(9)%(5)%— %
Other%%%%(4)%— %
Total $167 %$219 %%(1)%(2)%— %
CROP PROTECTION PRODUCT LINE
Q2 2022 vs. Q2 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
Herbicides$255 26 %$268 28 %21 %%(2)%— %
Insecticides34 %49 11 %%%(4)%— %
Fungicides137 44 %156 50 %%44 %(2)%(4)%
Other32 30 %35 32 %%30 %(2)%— %
Total$458 25 %$508 28 %14 %14 %(2)%(1)%

1.Organic sales is defined as price and volume and excludes currency and portfolio impacts.


A-8
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)

PRICE - VOLUME - CURRENCY ANALYSIS
REGION
First Half 2022 vs. First Half 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
North America$498 %$506 %%%— %— %
EMEA
128 %433 19 %%10 %(13)%— %
Latin America
377 34 %344 31 %13 %18 %%— %
Asia Pacific
45 %104 13 %%%(4)%(3)%
Rest of World550 13 %881 21 %10 %11 %(7)%(1)%
Total$1,048 11 %$1,387 14 %%%(3)%— %
SEED
First Half 2022 vs. First Half 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
North America$105 %$109 %%(3)%(1)%— %
EMEA
40 %209 17 %12 %%(14)%— %
Latin America
21 %25 %%— %(1)%— %
Asia Pacific
33 16 %50 24 %11 %13 %(8)%— %
Rest of World94 %284 14 %10 %%(9)%— %
Total$199 %$393 %%(1)%(3)%— %
CROP PROTECTION
First Half 2022 vs. First Half 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
North America$393 31 %$397 31 %18 %13 %— %— %
EMEA
$88 %224 21 %%15 %(13)%— %
Latin America
$356 60 %319 53 %19 %34 %%— %
Asia Pacific
$12 %54 %%%(3)%(4)%
Rest of World$456 20 %597 26 %%17 %(5)%(1)%
Total$849 24 %$994 28 %12 %16 %(3)%(1)%



A-9
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
SEED PRODUCT LINE
First Half 2022 vs. First Half 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
Corn$84 %$213 %%(2)%(3)%— %
Soybeans143 11 %148 11 %%%— %— %
Other oilseeds(44)(8)%%%(6)%(9)%— %
Other16 %26 %%%(4)%— %
Total $199 %$393 %%(1)%(3)%— %
CROP PROTECTION PRODUCT LINE
First Half 2022 vs. First Half 2021Percent Change Due To:
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP)
Price &Portfolio /
$%$%Product MixVolumeCurrencyOther
Herbicides$474 24 %$524 27 %17 %10 %(3)%— %
Insecticides67 %112 13 %%%(5)%— %
Fungicides180 31 %226 39 %%33 %(4)%(4)%
Other128 80 %132 82 %12 %70 %(2)%— %
Total$849 24 %$994 28 %12 %16 %(3)%(1)%

1.Organic sales is defined as price and volume and excludes currency and portfolio impacts.


A-10
Corteva, Inc.
Significant Items
(Dollars in millions, except per share amounts)
SIGNIFICANT ITEMS BY SEGMENT (PRE-TAX)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Seed$(138)$(115)$(143)$(136)
Crop Protection(2)(11)(17)(43)
Corporate(15)(9)(17)(56)
Total significant items before income taxes$(155)$(135)$(177)$(235)
SIGNIFICANT ITEMS - PRE-TAX, AFTER TAX, AND EPS IMPACTS
Pre-tax
After tax5
($ Per Share)
202220212022202120222021
1st Quarter
Restructuring and asset related charges, net 1
$(5)$(100)$(3)$(77)$— $(0.10)
Estimated settlement expense 2
(17)— (13)— (0.02)— 
1st Quarter Total
$(22)$(100)$(16)$(77)$(0.02)$(0.10)
2nd Quarter
Restructuring and asset related charges, net 1
$(143)$(135)$(116)$(107)$(0.16)$(0.14)
Inventory write-offs 3
(1)— (1)— — — 
Loss on exit of non-strategic asset 3
(5)— (4)— (0.01)— 
Settlement costs associated with Russia Exit 3
(6)— (6)— (0.01)— 
2nd Quarter Total
$(155)$(135)$(127)$(107)$(0.18)$(0.14)
Year-to-date Total 4
$(177)$(235)$(143)$(184)$(0.20)$(0.24)


1.Second and first quarter 2022 includes restructuring and asset related benefits (charges) of $(143) and $(5), respectively. The charges for the second quarter primarily relate to a $(56) charge associated with the 2022 Restructuring Actions and a $(93) charge related to non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits. The charges for the first quarter primarily related to a $(6) charge related to non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

First and second quarter 2021 included restructuring and asset related charges of $(100) and $(135), respectively. The charges for the second quarter primarily related to a $(21) charge associated with the 2021 Restructuring Actions and a $(112) charge related to non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits. The charges for the first quarter primarily related to a $(89) charge associated with the 2021 Restructuring Actions and a $(7) charge related to non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

2.First quarter 2022 included a $(17) charge for estimated Lorsban® related reserves.

3.Second quarter 2022 includes a $(1), $(5) and $(6) charge associated with activities related to the 2022 Restructuring Actions relating to inventory write-offs associated with the Russia Exit, loss on the exit of a non-strategic asset and settlement costs associated with the Russia Exit, respectively.

4.Earnings per share for the year may not equal the sum of quarterly earnings per share due to the changes in average share calculations.

5.Unless specifically addressed in the notes above, the income tax effect on significant items was calculated based upon the enacted laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.


A-11
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
Operating Earnings (Loss) Per Share (Non-GAAP)
Operating earnings (loss) per share is defined as earnings (loss) per share from continuing operations – diluted, excluding non-operating (benefits) costs, amortization of intangibles (existing as of Separation), net unrealized gain or loss from mark-to-market activity on certain foreign currency derivative instruments that do not qualify for hedge accounting, and significant items.
Three Months Ended June 30,
2022202120222021
$$EPS (diluted)EPS (diluted)
Net income (loss) from continuing operations attributable to Corteva (GAAP)$999 $1,015 $1.37 $1.37 
Less: Non-operating benefits (costs), after tax 1
43 237 0.06 0.32 
Less: Amortization of intangibles (existing as of Separation), after tax(138)(140)(0.19)(0.19)
Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax26 (18)0.04 (0.02)
Less: Significant items benefit (charge), after tax(127)(107)(0.18)(0.14)
Operating Earnings (Loss) (Non-GAAP)$1,195 $1,043 $1.64 $1.40 
Six Months Ended June 30,
2022202120222021
$$EPS (diluted)EPS (diluted)
Net income from continuing operations attributable to Corteva (GAAP)$1,573 $1,625 $2.16 $2.18 
Less: Non-operating benefits - net, after tax 1
92 474 0.13 0.64 
Less: Amortization of intangibles (existing as of Separation), after tax(277)(283)(0.38)(0.38)
Less: Mark-to-market losses on certain foreign currency contracts not designated as hedges, after tax(2)(17)— (0.02)
Less: Significant items benefit (charge), after tax(143)(184)(0.20)(0.25)
Operating Earnings (Non-GAAP)$1,903 $1,635 $2.61 $2.19 

1.Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) benefits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense.




A-12
Corteva, Inc.
Operating EBITDA to Operating Earnings (Loss) Per Share
(Dollars in millions, except per share amounts)

Operating EBITDA to Operating Earnings (Loss) Per Share
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
Operating EBITDA (Non-GAAP)1
$1,719 $1,461 $2,758 $2,365 
Depreciation(123)(133)(251)(254)
Amortization of intangibles (post Separation)(2)— (2)— 
Interest Income24 18 39 39 
Interest Expense(16)(7)(25)(14)
(Provision for) benefit from income taxes on continuing operations before significant items, non-operating benefits (costs), amortization of intangibles (existing as of Separation), mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP)1
(348)(278)(516)(440)
Base income tax rate from continuing operations (Non-GAAP)1
21.7 %20.8 %20.5 %20.6 %
Exchange gains (losses), after tax2
(56)(15)(94)(55)
Net (income) loss attributable to non-controlling interests(3)(3)(6)(6)
Operating Earnings (Loss) (Non-GAAP)1
$1,195 $1,043 $1,903 $1,635 
Diluted Shares (in millions)726.7 743.3 728.6 746.4 
Operating Earnings (Loss) Per Share (Non-GAAP)1
$1.64 $1.40 $2.61 $2.19 

1.     Refer to pages A-5 through A-9 and A-11 for Non-GAAP reconciliations.
2.     Refer to page A-14 for pre-tax and after tax impacts of exchange gains (losses).





A-13
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)

Reconciliation of Base Income Tax Rate to Effective Income Tax Rate
Base income tax rate is defined as the effective income tax rate less the effect of exchange gains (losses), significant items, amortization of intangibles (existing as of Separation), mark-to-market gains on certain foreign currency contracts not designated as hedges, and non-operating (benefits) costs.
Three Months Ended June 30,Six Months Ended
June 30,
2022202120222021
Income (loss) from continuing operations before income taxes (GAAP)
$1,327 $1,302 $2,025 $2,093 
Add: Significant items (benefit) charge 1
155 135 177 235 
           Non-operating (benefits) costs(60)(315)(125)(626)
           Amortization of intangibles (existing as of Separation)177 180 356 363 
  Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges(33)23 22 
Less: Exchange gains (losses)2
(36)(14)(83)(49)
Income (loss) from continuing operations before income taxes, significant items, non-operating (benefits) costs, amortization of intangibles (existing as of Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP)
$1,602 $1,339 $2,519 $2,136 
Provision for (benefit from) income taxes on continuing operations (GAAP)
$325 $284 $446 $462 
Add: Tax benefits on significant items (benefit) charge1
28 28 34 51 
          Tax expenses on non-operating (benefits) costs(17)(78)(33)(152)
          Tax benefits on amortization of intangibles (existing as of Separation)39 40 79 80 
  Tax benefits on mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges(7)
          Tax benefits on exchange gains (losses)2
(20)(1)(11)(6)
Provision for (benefit from) income taxes on continuing operations before significant items, non-operating (benefits) costs, amortization of intangibles (existing as of Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP)
$348 $278 $516 $440 
Effective income tax rate (GAAP)
24.5 %21.8 %22.0 %22.1 %
Significant items, non-operating (benefits) costs, amortization of intangibles (existing as of Separation), and mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges effect(1.1)%(0.8)%(0.4)%(0.7)%
Tax rate from continuing operations before significant items, non-operating (benefits) costs, amortization of intangibles (existing as of Separation), and mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges23.4 %21.0 %21.6 %21.4 %
Exchange gains (losses), net effect2
(1.7)%(0.2)%(1.1)%(0.8)%
Base income tax rate from continuing operations (Non-GAAP)
21.7 %20.8 %20.5 %20.6 %
1. See page A-10 for further detail on the Significant Items.
2. See page A-14 for further details of exchange gains (losses).




A-14
Corteva, Inc.
(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 - 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
June 30,
Six Months Ended
June 30,
2022202120222021
Subsidiary Monetary Position Gain (Loss)
Pre-tax exchange gains (losses)$(46)$36 $(40)$(15)
Local tax (expenses) benefits(17)(13)(21)(14)
Net after tax impact from subsidiary exchange gains (losses)$(63)$23 $(61)$(29)
Hedging Program Gain (Loss)
Pre-tax exchange gains (losses)$10 $(50)$(43)$(34)
Tax (expenses) benefits(3)12 10 
Net after tax impact from hedging program exchange gains (losses) $$(38)$(33)$(26)
Total Exchange Gain (Loss)
Pre-tax exchange gains (losses) $(36)$(14)$(83)$(49)
Tax (expenses) benefits(20)(1)(11)(6)
Net after tax exchange gains (losses)$(56)$(15)$(94)$(55)
As shown above, the "Total Exchange Gain (Loss)" is the sum of the "Subsidiary Monetary Position Gain (Loss)" and the "Hedging Program Gain (Loss)."





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