8-K
Corteva, Inc. (CTVA)
View as plain text
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): February 1, 2023
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 February 1, 2023, Corteva, Inc. (the "Company") announced its consolidated financial results for the quarter and full year ended December 31, 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.
Cautionary Statements About Forward-Looking Statements
This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. 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) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of competition in Corteva’s industry; (ix) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (x) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xi) effect of volatility in Corteva’s input costs; (xii) risk related to geopolitical and military conflict; (xiii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xv) risks related to Corteva’s global operations; (xvi) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xvii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva;(xviii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to pandemics or epidemics; (xxii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiii) effect of counterfeit products; (xxiv) Corteva’s dependence on intellectual property cross-license agreements; (xxv) other risks related to the Separation from DowDuPont.
Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward- looking statements is included in the section titled “Risk Factors” section of Corteva's 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.
| 99.1 | Press Release dated February 1, 2023 |
|---|---|
| 99.2 | Financial Statement Schedules dated February 1, 2023 |
| 104 | The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORTEVA, INC. |
|---|
| (Registrant) |
| /s/ Brian Titus |
| Brian Titus |
| Vice President and Controller |
February 1, 2023
draft_4qx2022xearningsxn
1 Corteva Reports Fourth Quarter and Full-Year 2022 Results, Provides 2023 Guidance • New Products and Differentiated Technologies Support 2022 Double-Digit Sales Growth • Earnings Results Reflect Strong Execution in Dynamic Operating Environment • 2023 Guidance Supports 2025 Value Creation Framework INDIANAPOLIS, IN, February 1, 2023 – Corteva, Inc. (NYSE: CTVA) (“Corteva” or the “Company”) today reported financial results for the fourth quarter and full-year ended December 31, 2022. 4Q 2022 Results Overview Net Sales Loss from Cont. Ops (After Tax) EPS GAAP $3.83B $(41)M $(0.06) vs. 4Q 2021 +10% (126)% (129)% Organic1 Sales Operating EBITDA1 Operating EPS1 NON-GAAP $3.86B $370M $0.16 vs. 4Q 2021 +11% +41% +100% FY 2022 Results Overview Net Sales Income from Cont. Ops (After Tax) EPS GAAP $17.46B $1.22B $1.66 vs. FY 2021 +11% (33)% (32)% Organic1 Sales Operating EBITDA1 Operating EPS1 NON-GAAP $17.94B $3.22B $2.67 vs. FY 2021 +15% +25% +24% Full-Year 2022 Highlights • Full-year 2022 net sales rose 11% versus prior year with gains in both segments. Organic1 sales increased 15% in the same period with strong gains in all regions. • Seed net sales grew 7% and organic1 sales increased 9%, with notable gains in Latin America corn and North America2 soybeans, partially offset by the reduction of corn acres and canola volumes in North America2. Price was up 9% globally, led by continued execution on the Company’s price for value strategy and recovery of higher input costs. • Crop Protection net sales grew 17% and organic1 sales increased 20%, with broad-based gains across all regions. Volume gains were driven by continued penetration of new products, including EnlistTM and ArylexTM herbicides and IsoclastTM insecticide. Price gains reflected strong execution across all regions in response to cost inflation. • GAAP income and earnings per share (EPS) from continuing operations were $1.22 billion and $1.66 per share for the full-year 2022, respectively, with declines versus prior year driven by lower non-cash benefits associated with legacy retirement plans. Operating EBITDA1 and Operating EPS1 were $3.22 billion and $2.67 per share, respectively. Strong price execution, volume gains in all regions, and productivity actions were partially offset by inflation and currency headwinds. • The Company provided full-year 2023 guidance3 and expects net sales in the range of $18.1 billion to $18.4 billion. Operating EBITDA1 is expected to be in the range of $3.4 billion to $3.6 billion. Operating EPS1 is expected to be in the range of $2.70 to $2.90 per share. • The Company expects its previously announced acquisitions of Stoller and Symborg to close in 1H2023. 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 6 for further discussion. 4. Enlist E3™ soybeans are jointly developed by Corteva Agriscience LLC and MS Technologies™. News Release 4Q 2022
News Release 4Q 2022 2 Summary of Fourth Quarter 2022 For the fourth quarter ended December 31, 2022, net sales increased 10% versus the same period last year. Organic1 sales rose 11%, driven by Latin America and North America. Price increased 12% versus prior year, reflecting continued execution on the Company’s price for value strategy and recovery of higher input costs. Volume declined 1% versus the prior-year period, largely driven by lower Pioneer corn deliveries in North America, the decision to exit Russia, and the war in Ukraine, as well as wet weather and low pest pressure in Asia Pacific and drought conditions in Latin America. GAAP loss from continuing operations after income taxes was $41 million in fourth quarter 2022, compared to income of $155 million in fourth quarter 2021. Operating EBITDA1 for the fourth quarter was $370 million, up 41% compared to the prior year. 4Q 4Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change Net Sales $3,825 $3,479 10% 11% North America $1,472 $1,361 8% 9% EMEA $362 $421 (14)% (3)% Latin America $1,681 $1,342 25% 21% Asia Pacific $310 $355 (13)% (3)% FY FY % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change Net Sales $17,455 $15,655 11% 15% North America $8,294 $7,536 10% 10% EMEA $3,256 $3,123 4% 18% Latin America $4,445 $3,545 25% 23% Asia Pacific $1,460 $1,451 1% 9% “Corteva delivered a strong 2022, wrapping up an impressive year in which we made significant portfolio and geographic decisions focused on differentiation and achieved stand-out financial performance. Despite unprecedented cost inflation and supply chain challenges, Corteva delivered double-digit Operating EBITDA growth and over 200 basis points of EBITDA margin expansion, driven by our innovative portfolio, strong market positions, and disciplined execution. The outlook for ag fundamentals remains robust as we begin 2023. Farm income levels remain strong as tight supply keeps crop prices over historical averages, leading farmers to continue to invest in technologies that increase productivity and yield. We remain committed to driving sustainable growth through advancing and investing in our robust pipeline as part of our aspiration to become the leading global integrated Agriculture technology solutions company.” Chuck Magro Chief Executive Officer
News Release 4Q 2022 3 Seed Summary Seed net sales were $1.6 billion in the fourth quarter of 2022, up from $1.4 billion in the fourth quarter of 2021. The sales increase was driven by a 19% increase in price, partially offset by a 1% decline in volume. Price gains were driven by strong execution globally, as farmers prioritize yield to help offset inflation. Volume declines were driven by lower Pioneer corn deliveries in North America, the war in Ukraine, and the decision to exit Russia, partially offset by strong demand for corn in Brazil. Segment Operating EBITDA was $71 million in the fourth quarter of 2022, up from $(11) million in the fourth quarter of 2021. Price execution and ongoing cost and productivity actions more than offset higher input and freight costs, lower volumes, and increased investment in R&D. Segment operating EBITDA margin improved by approximately 510 basis points versus the prior-year period. 4Q 4Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $541 $522 4% 4% EMEA $167 $201 (17)% (10)% Latin America $846 $578 46% 41% Asia Pacific $92 $91 1% 11% Total 4Q Seed Net Sales $1,646 $1,392 18% 18% 4Q Seed Operating EBITDA $71 $(11) 745% N/A Seed net sales were $9.0 billion in 2022, up from approximately $8.4 billion in 2021. The sales increase was driven by a 9% increase in price, partially offset by a 2% unfavorable currency impact. The increase in price was driven by strong execution globally, led by North America and Latin America, with global corn and soybean prices up 9% and 11%, respectively. Volume gains in Latin America corn and North America soybeans were offset by reduced corn acres in North America and supply constraints in North America canola. Enlist E3TM(4) soybean market penetration reached over 45% of total North American acres. Unfavorable currency impacts were led by the Turkish Lira and the Euro, partially offset by the Brazilian Real. Segment Operating EBITDA was $1.7 billion in 2022, up 10% from the same period last year. Price execution and ongoing cost and productivity actions more than offset higher input and freight costs, the unfavorable impact of currency, lower volumes in North America, and increased investment in R&D. Segment operating EBITDA margin improved by approximately 45 basis points versus the prior-year period. FY FY % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $5,178 $5,004 3% 4% EMEA $1,609 $1,599 1% 13% Latin America $1,758 $1,420 24% 22% Asia Pacific $434 $379 15% 23% Total FY Seed Net Sales $8,979 $8,402 7% 9% FY Seed Operating EBITDA $1,656 $1,512 10% N/A
News Release 4Q 2022 4 Crop Protection Summary Crop Protection net sales were approximately $2.2 billion in the fourth quarter of 2022 compared to approximately $2.1 billion in the fourth quarter of 2021. The sales increase was driven by a 7% increase in price, partially offset by a 2% unfavorable currency impact and a 1% unfavorable portfolio impact. The increase in price was broad-based, with gains in all regions led by Latin America and North America, and mostly reflected pricing for higher raw material and logistical costs and the value of our differentiated technology. Continued penetration of new products was more than offset by wet weather and low pest pressure in Asia Pacific and drought conditions in Latin America. Unfavorable currency impacts were led by the Euro, partially offset by the Brazilian Real. The portfolio impact was driven by a divestiture in Asia Pacific. Segment Operating EBITDA was $332 million in the fourth quarter of 2022, up 9% from the fourth quarter of 2021. Price execution, favorable mix, and productivity actions more than offset higher input costs, including raw material costs, and the unfavorable impact of currency. Segment operating EBITDA margin improved by more than 60 basis points versus the prior-year period. 4Q 4Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $931 $839 11% 12% EMEA $195 $220 (11)% 3% Latin America $835 $764 9% 7% Asia Pacific $218 $264 (17)% (7)% Total 4Q Crop Protection Net Sales $2,179 $2,087 4% 7% 4Q Crop Protection Operating EBITDA $332 $305 9% N/A Crop Protection net sales were approximately $8.5 billion in 2022 compared to approximately $7.3 billion in 2021. The sales increase was driven by an 11% increase in price and a 9% increase in volumes. These gains were partially offset by a 3% unfavorable currency impact. The increase in price, led by North America and Latin America, mostly reflected pricing for higher raw material and logistical costs and the value of our differentiated technology. The increase in volume was driven by continued penetration of new products, including EnlistTM and ArylexTM herbicides and IsoclastTM insecticide, with new product sales up 33% compared to the same period last year. Unfavorable currency impacts were led by the Euro and the Turkish Lira, partially offset by the Brazilian Real. Segment Operating EBITDA was $1.7 billion in 2022, up 40% from 2021. Pricing and volume gains and productivity actions more than offset higher input costs, including raw material costs, and the unfavorable impact of currency. Segment operating EBITDA margin improved by approximately 330 basis points versus the prior-year period largely driven by pricing execution and new and differentiated technology. FY FY % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $3,116 $2,532 23% 24% EMEA $1,647 $1,524 8% 22% Latin America $2,687 $2,125 26% 24% Asia Pacific $1,026 $1,072 (4)% 4% Total FY Crop Protection Net Sales $8,476 $7,253 17% 20% FY Crop Protection Operating EBITDA $1,684 $1,202 40% N/A
News Release 4Q 2022 5 2023 Guidance The outlook for agriculture remains robust in 2023, with record demand for grain and oilseeds as ending stocks continue to be under pressure. Commodity prices are above historical averages, and farmer balance sheets and income levels remain healthy, leading farmers to prioritize technology to maximize return. The Company expects an increase in U.S. planted area and continues to monitor dynamic weather conditions around the world. The Company provided guidance3 for the full-year 2023. Corteva expects net sales in the range of $18.1 billion to $18.4 billion, growth of 5% at the mid-point. Operating EBITDA1 is expected to be in the range of $3.4 billion to $3.6 billion, growth of 9% at the mid-point. Operating EPS1 is expected to be in the range of $2.70 to $2.90 per share, growth of 5% at the mid-point, which reflects higher earnings and lower average share count, partially offset by forecasted higher effective tax rate and interest expense. This guidance does not include previously announced Biologicals acquisitions, which are expected to close in the first half of 2023. 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. Fourth Quarter Conference Call The Company will host a live webcast of its fourth quarter 2022 earnings conference call with investors to discuss its results and outlook tomorrow, February 2, 2023, 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) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; vii) failure to comply with competition and antitrust laws; (viii) effect of competition in Corteva’s industry; (ix) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (x) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xi) effect of volatility in Corteva’s input costs; (xii) risk related to geopolitical and military conflict; (xiii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) (xiv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xv) risks related to Corteva’s global operations; (xvi) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xvii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva;(xviii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to pandemics or epidemics; (xxii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiii) effect of counterfeit products; (xxiv) Corteva’s dependence on intellectual property cross-license agreements; (xxv) other risks related to the Separation from DowDuPont. 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 4Q 2022 6 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 EBITDA margin, 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 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 and other impacts, including significant items. Operating EBITDA is defined as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits (costs), foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items. Non-operating benefits (costs) consists of non-operating pension and other post- employment benefit (OPEB) credits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites; and the 2021 officer indemnification payment. 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 EBITDA margin is defined as Operating EBITDA as a percentage of net sales. 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. 2/01/2023 Media Contact Kris Allen +1 403-483-5205 kris.allen@corteva.com Investor Contact Kim Booth +1 302-485-3190 kimberly.a.booth@corteva.com
Document
A-1
Corteva, Inc.
Consolidated Statements of Operations
(Dollars in millions, except per share amounts)
| Three Months Ended December 31, | Twelve Months Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net sales | $ | 3,825 | $ | 3,479 | $ | 17,455 | $ | 15,655 |
| Cost of goods sold | 2,510 | 2,232 | 10,436 | 9,220 | ||||
| Research and development expense | 340 | 316 | 1,216 | 1,187 | ||||
| Selling, general and administrative expenses | 764 | 806 | 3,173 | 3,209 | ||||
| Amortization of intangibles | 166 | 179 | 702 | 722 | ||||
| Restructuring and asset related charges - net | 63 | 28 | 363 | 289 | ||||
| Other income (expense) - net | (149) | 335 | (60) | 1,348 | ||||
| Interest expense | 36 | 8 | 79 | 30 | ||||
| Income (loss) from continuing operations before income taxes | (203) | 245 | 1,426 | 2,346 | ||||
| Provision for (benefit from) from income taxes on continuing operations | (162) | 90 | 210 | 524 | ||||
| Income (loss) from continuing operations after income taxes | (41) | 155 | 1,216 | 1,822 | ||||
| (Loss) income from discontinued operations after income taxes | (12) | 6 | (58) | (53) | ||||
| Net income (loss) | (53) | 161 | 1,158 | 1,769 | ||||
| Net income (loss) attributable to noncontrolling interests | 2 | 2 | 11 | 10 | ||||
| Net income (loss) attributable to Corteva | $ | (55) | $ | 159 | $ | 1,147 | $ | 1,759 |
| Basic earnings (loss) per share of common stock: | ||||||||
| Basic earnings (loss) per share of common stock from continuing operations | $ | (0.06) | $ | 0.21 | $ | 1.67 | $ | 2.46 |
| Basic earnings (loss) per share of common stock from discontinued operations | (0.02) | 0.01 | (0.08) | (0.07) | ||||
| Basic earnings (loss) per share of common stock | $ | (0.08) | $ | 0.22 | $ | 1.59 | $ | 2.39 |
| Diluted earnings (loss) per share of common stock: | ||||||||
| Diluted earnings (loss) per share of common stock from continuing operations | $ | (0.06) | $ | 0.21 | $ | 1.66 | $ | 2.44 |
| Diluted earnings (loss) per share of common stock from discontinued operations | (0.02) | 0.01 | (0.08) | (0.07) | ||||
| Diluted earnings (loss) per share of common stock | $ | (0.08) | $ | 0.22 | $ | 1.58 | $ | 2.37 |
| Average number of shares outstanding used in earnings (loss) per share (EPS) calculation (in millions) | ||||||||
| Basic | 714.7 | 729.2 | 720.8 | 735.9 | ||||
| Diluted | 714.7 | 735.1 | 724.5 | 741.6 |
A-2
Corteva, Inc.
Consolidated Balance Sheets
(Dollars in millions, except share amounts)
| December 31, <br>2022 | December 31, <br>2021 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 3,191 | $ | 4,459 |
| Marketable securities | 124 | 86 | ||
| Accounts and notes receivable, net | 5,701 | 4,811 | ||
| Inventories | 6,811 | 5,180 | ||
| Other current assets | 968 | 1,010 | ||
| Total current assets | 16,795 | 15,546 | ||
| Investment in nonconsolidated affiliates | 102 | 76 | ||
| Property, plant and equipment | 8,551 | 8,364 | ||
| Less: Accumulated depreciation | 4,297 | 4,035 | ||
| Net property, plant and equipment | 4,254 | 4,329 | ||
| Goodwill | 9,962 | 10,107 | ||
| Other intangible assets | 9,339 | 10,044 | ||
| Deferred income taxes | 479 | 438 | ||
| Other assets | 1,687 | 1,804 | ||
| Total Assets | $ | 42,618 | $ | 42,344 |
| Liabilities and Equity | ||||
| Current liabilities | ||||
| Short-term borrowings and finance lease obligations | $ | 24 | $ | 17 |
| Accounts payable | 4,895 | 4,126 | ||
| Income taxes payable | 183 | 146 | ||
| Deferred revenue | 3,388 | 3,201 | ||
| Accrued and other current liabilities | 2,254 | 2,068 | ||
| Total current liabilities | 10,744 | 9,558 | ||
| Long-term debt | 1,283 | 1,100 | ||
| Other noncurrent liabilities | ||||
| Deferred income tax liabilities | 1,119 | 1,220 | ||
| Pension and other post employment benefits - noncurrent | 2,255 | 3,124 | ||
| Other noncurrent obligations | 1,676 | 1,719 | ||
| Total noncurrent liabilities | $ | 6,333 | $ | 7,163 |
| Commitments and contingent liabilities | ||||
| Stockholders' equity | ||||
| Common stock, $0.01 par value; 1,666,667,000 shares authorized; <br>issued at December 31, 2022 - 713,419,000 and December 31, 2021 - 726,527,000 | 7 | 7 | ||
| Additional paid-in capital | 27,851 | 27,751 | ||
| Retained earnings (accumulated deficit) | 250 | 524 | ||
| Accumulated other comprehensive income (loss) | (2,806) | (2,898) | ||
| Total Corteva stockholders' equity | 25,302 | 25,384 | ||
| Noncontrolling interests | 239 | 239 | ||
| Total equity | 25,541 | 25,623 | ||
| Total Liabilities and Equity | $ | 42,618 | $ | 42,344 |
A-3
Corteva, Inc.
Consolidated Statements of Cash Flows
(Dollars in millions, except per share amounts)
| Twelve Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Operating activities | ||||
| Net income (loss) | $ | 1,158 | $ | 1,769 |
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities | ||||
| Depreciation and amortization | 1,223 | 1,243 | ||
| Provision for (benefit from) deferred income tax | (286) | 174 | ||
| Net periodic pension and OPEB benefit, net | (142) | (1,292) | ||
| Pension and OPEB contributions | (182) | (247) | ||
| Net (gain) loss on sales of property, businesses, consolidated companies, and investments | (18) | (21) | ||
| Restructuring and asset related charges - net | 363 | 289 | ||
| Other net loss | 305 | 156 | ||
| Changes in operating assets and liabilities, net | ||||
| Accounts and notes receivable | (997) | (113) | ||
| Inventories | (1,715) | (422) | ||
| Accounts payable | 807 | 524 | ||
| Deferred revenue | 194 | 574 | ||
| Other assets and liabilities | 162 | 93 | ||
| Cash provided by (used for) operating activities | 872 | 2,727 | ||
| Investing activities | ||||
| Capital expenditures | (605) | (573) | ||
| Proceeds from sales of property, businesses, and consolidated companies - net of cash divested | 73 | 75 | ||
| Escrow funding associated with acquisitions | (36) | — | ||
| Investments in and loans to nonconsolidated affiliates | (12) | (4) | ||
| Purchases of investments | (344) | (204) | ||
| Proceeds from sales and maturities of investments | 295 | 345 | ||
| Other investing activities, net | (3) | (1) | ||
| Cash provided by (used for) investing activities | (632) | (362) | ||
| Financing activities | ||||
| Net change in borrowings (less than 90 days) | (13) | 13 | ||
| Proceeds from debt | 1,358 | 419 | ||
| Payments on debt | (1,140) | (421) | ||
| Repurchase of common stock | (1,000) | (950) | ||
| Proceeds from exercise of stock options | 88 | 100 | ||
| Dividends paid to stockholders | (418) | (397) | ||
| Other financing activities, net | (55) | (30) | ||
| Cash provided by (used for) financing activities | (1,180) | (1,266) | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | (278) | (136) | ||
| Increase (decrease) in cash, cash equivalents and restricted cash equivalents | (1,218) | 963 | ||
| Cash, cash equivalents and restricted cash equivalents at beginning of period | 4,836 | 3,873 | ||
| Cash, cash equivalents and restricted cash equivalents at end of period | $ | 3,618 | $ | 4,836 |
A-4
Corteva, Inc.
Consolidated Segment Information
(Dollars in millions, except per share amounts)
| Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| SEGMENT NET SALES - SEED | 2022 | 2021 | 2022 | 2021 | ||||
| Corn | $ | 1,334 | $ | 1,113 | $ | 5,955 | $ | 5,618 |
| Soybean | 125 | 74 | 1,810 | 1,568 | ||||
| Other oilseeds | 67 | 91 | 714 | 752 | ||||
| Other | 120 | 114 | 500 | 464 | ||||
| Seed | $ | 1,646 | $ | 1,392 | $ | 8,979 | $ | 8,402 |
| Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | |||||||
| SEGMENT NET SALES - CROP PROTECTION | 2022 | 2021 | 2022 | 2021 | ||||
| Herbicides | $ | 1,119 | $ | 1,078 | $ | 4,591 | $ | 3,815 |
| Insecticides | 556 | 469 | 1,831 | 1,730 | ||||
| Fungicides | 277 | 399 | 1,450 | 1,310 | ||||
| Other | 227 | 141 | 604 | 398 | ||||
| Crop Protection | $ | 2,179 | $ | 2,087 | $ | 8,476 | $ | 7,253 |
| Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | |||||||
| GEOGRAPHIC NET SALES - SEED | 2022 | 2021 | 2022 | 2021 | ||||
| North America 1 | $ | 541 | $ | 522 | $ | 5,178 | $ | 5,004 |
| EMEA 2 | 167 | 201 | 1,609 | 1,599 | ||||
| Latin America | 846 | 578 | 1,758 | 1,420 | ||||
| Asia Pacific | 92 | 91 | 434 | 379 | ||||
| Rest of World 3 | 1,105 | 870 | 3,801 | 3,398 | ||||
| Net Sales | $ | 1,646 | $ | 1,392 | $ | 8,979 | $ | 8,402 |
| Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | |||||||
| GEOGRAPHIC NET SALES - CROP PROTECTION | 2022 | 2021 | 2022 | 2021 | ||||
| North America 1 | $ | 931 | $ | 839 | $ | 3,116 | $ | 2,532 |
| EMEA 2 | 195 | 220 | 1,647 | 1,524 | ||||
| Latin America | 835 | 764 | 2,687 | 2,125 | ||||
| Asia Pacific | 218 | 264 | 1,026 | 1,072 | ||||
| Rest of World 3 | 1,248 | 1,248 | 5,360 | 4,721 | ||||
| Net Sales | $ | 2,179 | $ | 2,087 | $ | 8,476 | $ | 7,253 |
| 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 <br>December 31, | Twelve Months Ended <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2022 | |||||||||||
| Net Sales (GAAP) | $ | 3,825 | $ | 17,455 | ||||||||
| Less: Impacts from Currency and Portfolio / Other4 | (38) | (481) | ||||||||||
| Organic Sales (Non-GAAP) | $ | 3,863 | $ | 17,936 | ||||||||
| Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | |||||||||||
| OPERATING EBITDA | 2022 | 2021 | 2022 | 2021 | ||||||||
| Seed | $ | 71 | $ | (11) | $ | 1,656 | $ | 1,512 | ||||
| Crop Protection | 332 | 305 | 1,684 | 1,202 | ||||||||
| Corporate Expenses | (33) | (32) | (116) | (138) | ||||||||
| Operating EBITDA (Non-GAAP) | $ | 370 | $ | 262 | $ | 3,224 | $ | 2,576 | ||||
| RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER INCOME (LOSS) TAXES TO OPERATING EBITDA | Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | ||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Income (loss) from continuing operations after income taxes (GAAP) | $ | (41) | $ | 155 | $ | 1,216 | $ | 1,822 | ||||
| Provision for (benefit from) income taxes on continuing operations | (162) | 90 | 210 | 524 | ||||||||
| Income (loss) from continuing operations before income taxes (GAAP) | (203) | 245 | 1,426 | 2,346 | ||||||||
| Depreciation and amortization | 304 | 317 | 1,223 | 1,243 | ||||||||
| Interest income | (49) | (19) | (124) | (77) | ||||||||
| Interest expense | 36 | 8 | 79 | 30 | ||||||||
| Exchange (gains) losses1 | 133 | 7 | 229 | 54 | ||||||||
| Non-operating (benefits) costs2 | 23 | (315) | (111) | (1,256) | ||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | 3 | (3) | — | — | ||||||||
| Significant items (benefits) charge3 | 123 | 22 | 502 | 236 | ||||||||
| Operating EBITDA (Non-GAAP) | $ | 370 | $ | 262 | $ | 3,224 | $ | 2,576 |
1.Refer to page A-15 for pre-tax and after tax impacts of exchange losses (gains).
2.Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont, and the 2021 officer indemnification payment. 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.
4.Other includes the removal of revenue recognized relating to seed sales associated with the Russia Exit. Refer to schedule A-10 for further detail on significant items.
A-6
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| PRICE - VOLUME - CURRENCY ANALYSIS | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | ||||||||||||||
| Q4 2022 vs. Q4 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| North America | 8 | % | 9 | % | 6 | % | 3 | % | (1) | % | — | % | ||
| EMEA2 | (59) | (14) | % | (14) | (3) | % | 10 | % | (13) | % | (12) | % | 1 | % |
| Latin America | 339 | 25 | % | 287 | 21 | % | 19 | % | 2 | % | 4 | % | — | % |
| Asia Pacific | (45) | (13) | % | (9) | (3) | % | 8 | % | (11) | % | (9) | % | (1) | % |
| Rest of World | 235 | 11 | % | 264 | 12 | % | 15 | % | (3) | % | (1) | % | — | % |
| Total | 10 | % | 11 | % | 12 | % | (1) | % | (1) | % | — | % | ||
| SEED | ||||||||||||||
| Q4 2022 vs. Q4 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| North America | 4 | % | 4 | % | 8 | % | (4) | % | — | % | — | % | ||
| EMEA2 | (34) | (17) | % | (20) | (10) | % | 12 | % | (22) | % | (11) | % | 4 | % |
| Latin America | 268 | 46 | % | 235 | 41 | % | 33 | % | 8 | % | 5 | % | — | % |
| Asia Pacific | 1 | 1 | % | 10 | 11 | % | 15 | % | (4) | % | (10) | % | — | % |
| Rest of World | 235 | 27 | % | 225 | 26 | % | 26 | % | — | % | — | % | 1 | % |
| Total | 18 | % | 18 | % | 19 | % | (1) | % | — | % | — | % | ||
| CROP PROTECTION | ||||||||||||||
| Q4 2022 vs. Q4 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| North America | 11 | % | 12 | % | 5 | % | 7 | % | (1) | % | — | % | ||
| EMEA | (25) | (11) | % | 6 | 3 | % | 9 | % | (6) | % | (14) | % | — | % |
| Latin America | 71 | 9 | % | 52 | 7 | % | 9 | % | (2) | % | 2 | % | — | % |
| Asia Pacific | (46) | (17) | % | (19) | (7) | % | 6 | % | (13) | % | (9) | % | (1) | % |
| Rest of World | — | — | % | 39 | 3 | % | 8 | % | (5) | % | (3) | % | — | % |
| Total | 4 | % | 7 | % | 7 | % | — | % | (2) | % | (1) | % |
All values are in US Dollars.
A-7
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| SEED PRODUCT LINE | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q4 2022 vs. Q4 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| Corn2 | 20 | % | 18 | % | 20 | % | (2) | % | 1 | % | 1 | % | ||
| Soybeans | 51 | 69 | % | 54 | 73 | % | 33 | % | 40 | % | (3) | % | (1) | % |
| Other oilseeds2 | (24) | (26) | % | (18) | (20) | % | 15 | % | (35) | % | (9) | % | 3 | % |
| Other | 6 | 5 | % | 7 | 6 | % | 5 | % | 1 | % | (1) | % | — | % |
| Total | 18 | % | 18 | % | 19 | % | (1) | % | — | % | — | % | ||
| CROP PROTECTION PRODUCT LINE | ||||||||||||||
| Q4 2022 vs. Q4 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| Herbicides | 4 | % | 6 | % | 9 | % | (3) | % | (2) | % | — | % | ||
| Insecticides | 87 | 19 | % | 93 | 20 | % | 7 | % | 13 | % | (1) | % | — | % |
| Fungicides | (122) | (31) | % | (109) | (27) | % | 3 | % | (30) | % | (2) | % | (2) | % |
| Other | 86 | 61 | % | 86 | 61 | % | 3 | % | 58 | % | — | % | — | % |
| Total | 4 | % | 7 | % | 7 | % | — | % | (2) | % | (1) | % |
All values are in US Dollars.
A-8
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| PRICE - VOLUME - CURRENCY ANALYSIS | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | ||||||||||||||
| Twelve Months 2022 vs. Twelve Months 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| North America | 10 | % | 10 | % | 8 | % | 2 | % | — | % | — | % | ||
| EMEA2 | 133 | 4 | % | 548 | 18 | % | 10 | % | 8 | % | (14) | % | — | % |
| Latin America | 900 | 25 | % | 825 | 23 | % | 16 | % | 7 | % | 2 | % | — | % |
| Asia Pacific | 9 | 1 | % | 125 | 9 | % | 7 | % | 2 | % | (6) | % | (2) | % |
| Rest of World | 1,042 | 13 | % | 1,498 | 18 | % | 12 | % | 6 | % | (5) | % | — | % |
| Total | 11 | % | 15 | % | 10 | % | 5 | % | (3) | % | (1) | % | ||
| SEED | ||||||||||||||
| Twelve Months 2022 vs. Twelve Months 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| North America | 3 | % | 4 | % | 6 | % | (2) | % | (1) | % | — | % | ||
| EMEA2 | 10 | 1 | % | 214 | 13 | % | 11 | % | 2 | % | (13) | % | 1 | % |
| Latin America | 338 | 24 | % | 311 | 22 | % | 18 | % | 4 | % | 2 | % | — | % |
| Asia Pacific | 55 | 15 | % | 87 | 23 | % | 12 | % | 11 | % | (8) | % | — | % |
| Rest of World | 403 | 12 | % | 612 | 18 | % | 14 | % | 4 | % | (6) | % | — | % |
| Total | 7 | % | 9 | % | 9 | % | — | % | (2) | % | — | % | ||
| CROP PROTECTION | ||||||||||||||
| Twelve Months 2022 vs. Twelve Months 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| North America | 23 | % | 24 | % | 14 | % | 10 | % | (1) | % | — | % | ||
| EMEA | 123 | 8 | % | 334 | 22 | % | 7 | % | 15 | % | (14) | % | — | % |
| Latin America | 562 | 26 | % | 514 | 24 | % | 14 | % | 10 | % | 2 | % | — | % |
| Asia Pacific | (46) | (4) | % | 38 | 4 | % | 5 | % | (1) | % | (5) | % | (3) | % |
| Rest of World | 639 | 14 | % | 886 | 19 | % | 10 | % | 9 | % | (4) | % | (1) | % |
| Total | 17 | % | 20 | % | 11 | % | 9 | % | (3) | % | — | % |
All values are in US Dollars.
A-9
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| SEED PRODUCT LINE | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Twelve Months 2022 vs. Twelve Months 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| Corn2 | 6 | % | 8 | % | 9 | % | (1) | % | (2) | % | — | % | ||
| Soybeans | 242 | 15 | % | 251 | 16 | % | 11 | % | 5 | % | (1) | % | — | % |
| Other oilseeds2 | (38) | (5) | % | 31 | 4 | % | 8 | % | (4) | % | (9) | % | — | % |
| Other | 36 | 8 | % | 49 | 11 | % | 4 | % | 7 | % | (3) | % | — | % |
| Total | 7 | % | 9 | % | 9 | % | — | % | (2) | % | — | % | ||
| CROP PROTECTION PRODUCT LINE | ||||||||||||||
| Twelve Months 2022 vs. Twelve Months 2021 | Percent Change Due To: | |||||||||||||
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | Portfolio / | |||||||||||
| % | % | Product Mix | Volume | Currency | Other | |||||||||
| Herbicides | 20 | % | 23 | % | 15 | % | 8 | % | (3) | % | — | % | ||
| Insecticides | 101 | 6 | % | 173 | 10 | % | 7 | % | 3 | % | (4) | % | — | % |
| Fungicides | 140 | 11 | % | 209 | 16 | % | 6 | % | 10 | % | (3) | % | (2) | % |
| Other | 206 | 52 | % | 214 | 54 | % | 7 | % | 47 | % | (2) | % | — | % |
| Total | 17 | % | 20 | % | 11 | % | 9 | % | (3) | % | — | % |
All values are in US Dollars.
1.Organic sales is defined as price and volume and excludes currency and portfolio and other impacts, including significant items.
2.Other includes the removal of revenue recognized relating to seed sales associated with the Russia Exit. Refer to schedule A-10 for further detail on significant items.
A-10
Corteva, Inc.
Significant Items
(Dollars in millions, except per share amounts)
| SIGNIFICANT ITEMS BY SEGMENT (PRE-TAX) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | ||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||
| Seed | $ | (61) | $ | — | $ | (298) | $ | (98) | |||
| Crop Protection | (47) | (9) | (106) | (60) | |||||||
| Corporate | (15) | (13) | (98) | (78) | |||||||
| Total significant items before income taxes | $ | (123) | $ | (22) | $ | (502) | $ | (236) | |||
| SIGNIFICANT ITEMS - PRE-TAX, AFTER TAX, AND EPS IMPACTS | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Pre-tax | After tax10 | ( Per Share) | |||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||
| 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) | $ | (0.10) | |
| 2nd Quarter | |||||||||||
| Restructuring and asset related charges, net 1 | $ | (143) | $ | (135) | $ | (116) | $ | (107) | $ | (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) | $ | (0.14) | |
| 3rd Quarter | |||||||||||
| Restructuring and asset related charges, net 1 | $ | (152) | $ | (26) | $ | (126) | $ | (18) | $ | (0.03) | |
| Estimated settlement expense 2 | (40) | — | (30) | — | (0.04) | — | |||||
| Inventory write-offs 3 | (32) | — | (24) | — | (0.03) | — | |||||
| Settlement costs associated with Russia Exit 3 | (2) | — | (2) | — | — | — | |||||
| Gain on sale of business 3 | 15 | — | 10 | — | 0.01 | — | |||||
| Equity securities mark-to-market gain 4 | — | 47 | — | 35 | — | 0.05 | |||||
| Employee Retention Credit 5 | 9 | — | 7 | — | 0.01 | — | |||||
| Income tax items 6 | — | — | 55 | — | 0.08 | — | |||||
| 3rd Quarter – Total | $ | (202) | $ | 21 | $ | (110) | $ | 17 | $ | 0.02 | |
| 4th Quarter | |||||||||||
| Restructuring and asset related charges, net 1 | $ | (63) | $ | (28) | $ | (46) | $ | (23) | $ | (0.03) | |
| Estimated settlement expense 2 | (30) | — | (23) | — | (0.03) | — | |||||
| AltEn facility remediation charge 8 | (33) | — | (25) | — | (0.04) | — | |||||
| Seed sale associated with Russia Exit 3 | 3 | — | 2 | — | — | — | |||||
| Employee Retention Credit 5 | — | 60 | — | 45 | — | 0.06 | |||||
| Contract termination 7 | — | (54) | — | (40) | — | (0.05) | |||||
| Income tax items 6 | — | — | 78 | 9 | 0.11 | 0.01 | |||||
| 4th Quarter – Total | $ | (123) | $ | (22) | $ | (14) | $ | (9) | $ | (0.01) | |
| Annual Total 9 | $ | (502) | $ | (236) | $ | (267) | $ | (176) | $ | (0.24) |
All values are in US Dollars.
A-11
Corteva, Inc.
Significant Items
(Dollars in millions, except per share amounts)
1.Fourth, third, second and first quarter 2022 includes restructuring and asset related benefits (charges) of $(63), $(152), $(143) and $(5), respectively. The charges primarily relate to a $(70), $(146), and $(56) charge for the fourth, third and second quarter, respectively, associated with the 2022 Restructuring Actions and a $(5), $(5), $(93), and $(6) charge for the fourth, third, second and first quarter, respectively, 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 fourth quarter 2022 also include a $12 benefit associated with previous restructuring programs.
Fourth, third, second and first quarter 2021 included restructuring and asset related benefits (charges) of $(28), $(26), $(135) and $(100), respectively. The charges primarily relate to a $(40), $(17), $(21), and $(89) charge, respectively, associated with the 2021 Restructuring Actions and a $(5), $(112), and $(7) charge, respectively, 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 fourth quarter 2021 also include a $13 benefit associated with previous restructuring programs.
2.Fourth, third and first quarter 2022 included estimated Lorsban® related charges of $(30), $(40) and $(17), respectively.
3.Fourth quarter 2022 includes a benefit of $3 relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the Company was contractually required to purchase. It consists of $8 of net sales and $5 of cost of goods sold. Third quarter 2022 includes a benefit (charge) of $(32), $15 and $(2) associated with activities related to the 2022 Restructuring Actions consisting of inventory write-offs, gain on the sale of a business, and settlement costs associated with the Russia Exit, respectively. Second quarter 2022 includes a $(1), $(5) and $(6) charge associated with activities related to the 2022 Restructuring Actions consisting of 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.Third quarter 2021 included a benefit relating to a $47 mark-to-market gain on equity securities.
5.Third quarter 2022 included a benefit of $9 relating to an adjustment due to a change in estimate related to the Employee Retention Credit. Fourth quarter 2021 included a benefit of $60 relating to the Employee Retention Credit that the Company earned pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act (“CAA”) and American Rescue Plan Act (“ARPA”).
6.Fourth quarter 2022 included a tax benefit relating to a change in the valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil and a worthless stock deduction in the U.S. in the amount of $36 and $42, respectively. Third quarter 2022 included a tax benefit of $55 relating to the establishment of deferred taxes due to the impact of a change in a U.S. legal entity's tax characterization. Fourth quarter 2021 included a net benefit for the impact of changes in valuation allowances recorded against the net deferred tax asset positions of two legal entities in Brazil in the amounts of $57 and $(44), as well as an adjustment related to the impacts of Swiss Tax Reform of $(4).
7.Fourth quarter 2021 included a charge of $(54) relating to a contract termination with a third-party service provider.
8.Fourth quarter 2022 included a charge of $(33) relating to the increase in the remediation accrual at the AltEn facility relating to Corteva's estimated voluntary contribution to the solid waste and wastewater remedial action plans.
9.Earnings per share for the year may not equal the sum of quarterly earnings per share due to the changes in average share calculations.
10.Unless specifically addressed in notes above, the income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
A-12
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) and significant items. | ||||||
| Three Months Ended December 31, | ||||||
| 2022 | 2021 | 2022 | 2021 | |||
| EPS (diluted) | EPS (diluted) | |||||
| Net income (loss) from continuing operations attributable to Corteva (GAAP) | $ | (0.06) | $ | 0.21 | ||
| Less: Non-operating benefits (costs), after tax1 | (16) | 239 | (0.02) | 0.33 | ||
| Less: Amortization of intangibles (existing as of Separation), after tax | (128) | (139) | (0.18) | (0.19) | ||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | (2) | 2 | — | — | ||
| Less: Significant items benefit (charge), after tax | (14) | (9) | (0.02) | (0.01) | ||
| Operating Earnings (Loss) (Non-GAAP) | $ | 0.16 | $ | 0.08 |
All values are in US Dollars.
| Twelve Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||
| EPS (diluted) | EPS (diluted) | |||||
| Net income (loss) from continuing operations attributable to Corteva (GAAP) | $ | 1.66 | $ | 2.44 | ||
| Less: Non-operating benefits (costs), after tax1 | 80 | 955 | 0.11 | 1.29 | ||
| Less: Amortization of intangibles (existing as of Separation), after tax | (542) | (562) | (0.75) | (0.76) | ||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | — | — | — | — | ||
| Less: Significant items benefit (charge), after tax | (267) | (176) | (0.37) | (0.24) | ||
| Operating Earnings (Loss) (Non-GAAP) | $ | 2.67 | $ | 2.15 |
All values are in US Dollars.
1.Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont, and an officer indemnification payment. 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-13
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 <br>December 31, | Twelve Months Ended <br>December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Operating EBITDA (Non-GAAP)1 | $ | 370 | $ | 262 | 3,224 | 2,576 | ||||||
| Depreciation | (138) | (138) | (521) | (521) | ||||||||
| Amortization of intangibles (post Separation) | — | — | (3) | — | ||||||||
| Interest Income | 49 | 19 | 124 | 77 | ||||||||
| Interest Expense | (36) | (8) | (79) | (30) | ||||||||
| Provision for income taxes on continuing operations before significant items, non-operating (benefits) charges, 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 | (54) | (43) | (566) | (409) | ||||||||
| Base income tax rate from continuing operations (Non-GAAP)1 | 22.0 | % | 31.9 | % | 20.6 | % | 19.5 | % | ||||
| Exchange gains (losses), after tax2 | (72) | (30) | (234) | (88) | ||||||||
| Net income (loss) attributable to non-controlling interests | (2) | (2) | (11) | (10) | ||||||||
| Operating Earnings (Loss) (Non-GAAP)1 | $ | 117 | $ | 60 | $ | 1,934 | $ | 1,595 | ||||
| Diluted Shares (in millions) | 714.7 | 735.1 | 724.5 | 741.6 | ||||||||
| Operating Earnings (Loss) Per Share (Non-GAAP)1 | $ | 0.16 | $ | 0.08 | $ | 2.67 | $ | 2.15 |
Refer to pages A-5 through A-9, and A-12 and A-14 for Non-GAAP reconciliations.
Refer to page A-15 for pre-tax and after tax impacts of exchange gains (losses).
A-14
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions)
| 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), and non-operating benefits (costs). | ||||||||||||
| Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Income (loss) from continuing operations before income taxes (GAAP) | $ | (203) | $ | 245 | $ | 1,426 | $ | 2,346 | ||||
| Add: Significant items (benefit) charge1 | 123 | 22 | 502 | 236 | ||||||||
| Non-operating (benefits) costs | 23 | (315) | (111) | (1,256) | ||||||||
| Amortization of intangibles (existing as of Separation) | 166 | 179 | 699 | 722 | ||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | 3 | (3) | — | — | ||||||||
| Less: Exchange gains (losses)2 | $ | (133) | $ | (7) | $ | (229) | $ | (54) | ||||
| Income (loss) from continuing operations before income taxes, significant items, non-operating benefits - net, amortization of intangibles (existing as of Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange losses, net (Non-GAAP) | $ | 245 | $ | 135 | $ | 2,745 | $ | 2,102 | ||||
| Provision for (benefit from) provision for income taxes on continuing operations (GAAP) | $ | (162) | $ | 90 | $ | 210 | $ | 524 | ||||
| Add: Tax benefits on significant items charge1 | 109 | 13 | 235 | 60 | ||||||||
| Tax expenses on non-operating benefits - net | 7 | (76) | (31) | (301) | ||||||||
| Tax benefits on amortization of intangibles (existing as of Separation) | 38 | 40 | 157 | 160 | ||||||||
| Tax benefits on mark-to-market gains on certain foreign currency contracts not designated as hedges | 1 | (1) | — | — | ||||||||
| Tax benefits on exchange losses, net | 61 | (23) | (5) | (34) | ||||||||
| Provision for (benefit from) income taxes on continuing operations before significant items, non-operating benefits - net, amortization of intangibles (existing as of Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange losses, net (Non-GAAP) | $ | 54 | $ | 43 | $ | 566 | $ | 409 | ||||
| Effective income tax rate (GAAP) | 79.8 | % | 36.7 | % | 14.7 | % | 22.3 | % | ||||
| Significant items, non-operating benefits, and amortization of intangibles (existing as of Separation), and mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges effect | (87.1) | % | 14.4 | % | 8.0 | % | (0.7) | % | ||||
| Tax rate from continuing operations before significant items, non-operating benefits - net, and amortization of intangibles (existing as of Separation), and mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges (Non-GAAP) | (7.3) | % | 51.1 | % | 22.7 | % | 21.6 | % | ||||
| Exchange losses, net effect2 | 29.4 | % | (19.3) | % | (2.1) | % | (2.2) | % | ||||
| Base income tax rate from continuing operations (Non-GAAP) | 22.0 | % | 31.9 | % | 20.6 | % | 19.5 | % | ||||
| 1. See page A-10 for further detail on the Significant Items table. | ||||||||||||
| 2. See page A-15 for further details of exchange gains (losses). |
A-15
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 (expense) - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the Consolidated Statements of Operations. | ||||||||
| Three Months Ended <br>December 31, | Twelve Months Ended <br>December 31, | |||||||
| 2022 | 2021 | 2022 | 2021 | |||||
| Subsidiary Monetary Position Gain (Loss) | ||||||||
| Pre-tax exchange gains (losses) | $ | (97) | $ | (25) | $ | (217) | $ | (72) |
| Local tax (expenses) benefits | 51 | (19) | (10) | (30) | ||||
| Net after tax impact from subsidiary exchange gains (losses) | $ | (46) | $ | (44) | $ | (227) | $ | (102) |
| Hedging Program (Loss) Gain | ||||||||
| Pre-tax exchange (losses) gains | $ | (36) | $ | 18 | $ | (12) | $ | 18 |
| Tax benefits (expenses) | 10 | (4) | 5 | (4) | ||||
| Net after tax impact from hedging program exchange (losses) gains | $ | (26) | $ | 14 | $ | (7) | $ | 14 |
| Total Exchange Gain (Loss) | ||||||||
| Pre-tax exchange gains (losses) | $ | (133) | $ | (7) | $ | (229) | $ | (54) |
| Tax benefits (expenses) | 61 | (23) | (5) | (34) | ||||
| Net after tax exchange gains (losses) | $ | (72) | $ | (30) | $ | (234) | $ | (88) |
| As shown above, the "Total Exchange Gain (Loss)" is the sum of the "Subsidiary Monetary Position Gain (Loss)" and the "Hedging Program (Loss) Gain." |