Document/ExhibitDescriptionPagesSize 1: 10-Q Quarterly Report HTML 1.39M
2: EX-10.1 Material Contract HTML 66K
3: EX-10.2 Material Contract HTML 61K
4: EX-10.3 Material Contract HTML 70K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
14: R1 DEI Document HTML 109K
15: R2 Consolidated Statements of Operations HTML 142K
16: R3 Consolidated Statements of Comprehensive (Loss) HTML 76K
Income
17: R4 Consolidated Balance Sheets HTML 182K
18: R5 Consolidated Balance Sheets (Parentheticals) HTML 52K
19: R6 Consolidated Statements of Cash Flows HTML 139K
20: R7 Statement of Stockholders Equity Statement HTML 82K
21: R8 Statement of Stockholders' Equity Parentheticals HTML 37K
(Parentheticals)
22: R9 Summary of Significant Accounting Policies (Notes) HTML 36K
23: R10 Recent Accounting Guidance HTML 43K
24: R11 Revenue (Notes) HTML 90K
25: R12 Restructuring and Asset Related Charges HTML 66K
26: R13 Supplementary Information HTML 73K
27: R14 Income Taxes HTML 38K
28: R15 Earnings Per Share (Notes) HTML 65K
29: R16 Accounts and Notes Receivable (Notes) HTML 56K
30: R17 Inventories HTML 41K
31: R18 Other Intangible Assets HTML 86K
32: R19 Short-Term Borrowings, Long-Term Debt and HTML 79K
Available Credit Facilities
33: R20 Commitments and Contingent Liabilities HTML 95K
34: R21 Stockholders' Equity HTML 125K
35: R22 Pension Plans and Other Post Employment Benefit HTML 53K
Plans
36: R23 Financial Instruments HTML 188K
37: R24 Fair Value Measurements HTML 77K
38: R25 Segment Reporting (Notes) HTML 103K
39: R26 EID - Basis of Presentation (Notes) HTML 46K
40: R27 EID - Related Party Transactions (Notes) HTML 37K
41: R28 EID Segment FN (Notes) HTML 123K
42: R29 Subsequent Events HTML 33K
43: R30 Summary of Significant Accounting Policies HTML 35K
(Policies)
44: R31 Recent Accounting Guidance Recent Accounting HTML 33K
Guidance (Policies)
45: R32 Revenue Revenue Recognition (Policies) HTML 39K
46: R33 Revenue (Tables) HTML 85K
47: R34 Restructuring and Asset Related Charges (Tables) HTML 64K
48: R35 Supplementary Information (Tables) HTML 75K
49: R36 Earnings Per Share (Tables) HTML 71K
50: R37 Accounts and Notes Receivable (Tables) HTML 54K
51: R38 Inventories (Tables) HTML 42K
52: R39 Other Intangible Assets (Tables) HTML 85K
53: R40 Short-Term Borrowings, Long-Term Debt and HTML 99K
Available Credit Facilities Debt (Tables)
54: R41 Commitments and Contingent Liabilities (Tables) HTML 50K
55: R42 Stockholders' Equity (Tables) HTML 122K
56: R43 Pension Plans and Other Post Employment Benefit HTML 50K
Plans (Tables)
57: R44 Financial Instruments (Tables) HTML 185K
58: R45 Fair Value Measurements (Tables) HTML 76K
59: R46 Segment Reporting (Tables) HTML 104K
60: R47 EID Segment FN (Tables) HTML 79K
61: R48 Summary of Significant Accounting Policies Summary HTML 35K
of Accounting Policies (Details)
62: R49 Divestitures and Other Transactions Separation HTML 44K
Agreements (Details)
63: R50 Divestitures and Other Transactions Other HTML 36K
Discontinued Operations (Details)
64: R51 Revenue Narrative (Details) HTML 40K
65: R52 Revenue Contract Balances (Details) HTML 49K
66: R53 Revenue Disaggregation of Revenue - Principal HTML 59K
Product Groups (Details)
67: R54 Revenue Disaggregation of Revenue - Geography HTML 58K
(Details)
68: R55 Restructuring and Asset Related Charges - 2021 HTML 73K
Restructuring Activities (Details)
69: R56 Restructuring and Asset Related Charges Execute to HTML 33K
Win Productivity Program (Details)
70: R57 Restructuring and Asset Related Charges Narrative HTML 34K
(Details)
71: R58 Related Party Transactions Dow Intercompany HTML 35K
Transactions (Details)
72: R59 Supplementary Information Other Income (Expense) - HTML 56K
Net (Details)
73: R60 Supplementary Information Foreign Currency HTML 44K
Exchange Gain (Loss) (Details)
74: R61 Supplementary Information Reconciliation of Cash, HTML 44K
Cash Equivalents and Restricted Cash (Details)
75: R62 Income Taxes Income Tax Narrative (Details) HTML 34K
76: R63 Earnings Per Share Net Income for Earnings Per HTML 51K
Share Calculations - Basic and Diluted (Details)
77: R64 Earnings Per Share Earnings Per Share Calculations HTML 45K
- Basic (Details)
78: R65 Earnings Per Share Earnings Per Share Calculations HTML 44K
- Diluted (Details)
79: R66 Earnings Per Share Share Count Information HTML 44K
(Details)
80: R67 Accounts and Notes Receivable (Details) HTML 58K
81: R68 Accounts and Notes Receivable Allowance HTML 38K
Rollforward (Details)
82: R69 Inventories Schedule of Inventory (Details) HTML 39K
83: R70 Property, Plant and Equipment Schedule of HTML 36K
Property, Plant and Equipment (Details)
84: R71 Other Intangible Assets Other Intangible Assets HTML 74K
(Details)
85: R72 Other Intangible Assets Future Amortization HTML 50K
Expense (Details)
86: R73 Short-Term Borrowings, Long-Term Debt and HTML 50K
Available Credit Facilities Short-term borrowings
and finance lease obligations (Details)
87: R74 Short-Term Borrowings, Long-Term Debt and HTML 63K
Available Credit Facilities Long-term Debt
(Details)
88: R75 Short-Term Borrowings, Long-Term Debt and HTML 80K
Available Credit Facilities Repurchase Facility
and Revolving Credit Facilities (Details)
89: R76 Commitments and Contingent Liabilities Guarantee HTML 40K
Narrative (Details)
90: R77 Commitments and Contingent Liabilities Chemours HTML 86K
(Details)
91: R78 Commitments and Contingent Liabilities DuPont HTML 72K
(Details)
92: R79 Commitments and Contingent Liabilities PFOA / HTML 72K
Leach Settlement (Details)
93: R80 Commitments and Contingent Liabilities Other PFOA HTML 77K
Matters / Fayetteville (Details)
94: R81 Commitments and Contingent Liabilities HTML 73K
Environmental (Details)
95: R82 Stockholders' Equity Common Stock (Details) HTML 49K
96: R83 Stockholders' Equity Preferred Stock (Details) HTML 47K
97: R84 Stockholders' Equity Other Comprehensive Income HTML 86K
(Loss) (Details)
98: R85 Stockholders' Equity Tax Benefit (Expense) on Net HTML 43K
Activity (Details)
99: R86 Stockholders' Equity Reclassifications out of AOCI HTML 75K
(Details)
100: R87 Pension Plans and Other Post Employment Benefit HTML 58K
Plans Components of net periodic benefit cost
(Credit) (Details)
101: R88 Financial Instruments Financial Instruments HTML 45K
(Narrative) (Details)
102: R89 Financial Instruments Notional Amounts (Details) HTML 42K
103: R90 Financial Instruments Cash Flow Hedges Included in HTML 57K
AOCI (Details)
104: R91 Financial Instruments Fair Value of Derivatives HTML 75K
(Details)
105: R92 Financial Instruments Effect of Derivative HTML 64K
Instruments (Details)
106: R93 Financial Instruments- AFS Investing Results HTML 37K
(Details)
107: R94 Financial Instruments Contractual Maturities HTML 42K
(Details)
108: R95 Fair Value Measurements (Details) HTML 63K
109: R96 Segment Reporting Segment Information (Details) HTML 51K
110: R97 Segment Reporting Segment Reconciliation (Details) HTML 80K
111: R98 Segment Reporting Segment Asset Reconciliation HTML 43K
(Details)
112: R99 Segment Reporting Significant Items (Details) HTML 57K
113: R100 EID - Basis of Presentation Narrative (Details) HTML 40K
114: R101 EID - Related Party Transactions (Details) HTML 46K
115: R102 EID Segment FN Segment reconciliation (Details) HTML 78K
116: R103 EID Segment FN Segment Asset Reconciliation HTML 45K
(Details)
117: R104 Subsequent Events (Details) HTML 39K
120: XML IDEA XML File -- Filing Summary XML 223K
118: XML XBRL Instance -- dd-20220331_htm XML 4.15M
119: EXCEL IDEA Workbook of Financial Reports XLSX 157K
10: EX-101.CAL XBRL Calculations -- dd-20220331_cal XML 103K
11: EX-101.DEF XBRL Definitions -- dd-20220331_def XML 1.89M
12: EX-101.LAB XBRL Labels -- dd-20220331_lab XML 2.56M
13: EX-101.PRE XBRL Presentations -- dd-20220331_pre XML 2.02M
9: EX-101.SCH XBRL Schema -- dd-20220331 XSD 315K
121: JSON XBRL Instance as JSON Data -- MetaLinks 617± 895K
122: ZIP XBRL Zipped Folder -- 0001755672-22-000011-xbrl Zip 550K
(Exact Name of Registrant as Specified in Its Charter)
iDelaware
i51-0014090
(State
or other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
i9330 Zionsville Road,
iIndianapolis,
iIndiana
i46268
i(833)
i267-8382
(Address
of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act for Corteva, Inc.:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, par value $0.01 per share
iCTVA
iNew York Stock Exchange
Securities registered pursuant to Section 12(b) of the Act for E. I. du Pont de Nemours and Company:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
i$3.50 Series Preferred Stock
iCTAPrA
iNew
York Stock Exchange
i$4.50 Series Preferred Stock
iCTAPrB
iNew
York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Corteva, Inc.
iYes
x
No
o
E.
I. du Pont de Nemours and Company
iYes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
Corteva, Inc.
iLarge Accelerated
Filer
x
Accelerated Filer o
Non-Accelerated Filer
o
Smaller reporting company o
Emerging growth company o
E. I. du Pont de Nemours and Company
Large Accelerated Filer
o
Accelerated
Filer o
iNon-Accelerated Filer
x
Smaller reporting company o
Emerging growth company o
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.
Corteva, Inc.
o
E. I. du Pont de Nemours and Company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Corteva,
Inc.
Yes
o
iNo
x
E. I. du Pont de Nemours and Company
Yes
o
iNo
x
Corteva,
Inc. had i723,700,000 shares of common stock, par value $i0.01 per share, outstanding at April, 28, 2022.
E. I. du
Pont de Nemours and Company had i200 shares of common stock, par value $i0.30 per share, outstanding at April, 28, 2022, all of which are held by Corteva, Inc.
E.
I. du Pont de Nemours and Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q (as modified by a grant of no-action relief dated February 12, 2018) and is therefore filing this form with reduced disclosure format.
Corteva owns 100% of the outstanding common stock of EID (defined below). EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject
to the requirements of the Securities Exchange Act of 1934, as amended.
Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to:
• "Corteva" or "the company" refers to Corteva, Inc. and its consolidated subsidiaries (including EID);
• "EID" refers to E. I. du Pont de Nemours and Company and its consolidated subsidiaries or E. I. du Pont de Nemours and Company excluding its consolidated subsidiaries, as the context may indicate;
• "DowDuPont" refers to DowDuPont Inc. and its subsidiaries prior to the Separation of Corteva (defined below);
• "Historical Dow" refers to The Dow Chemical Company
and its consolidated subsidiaries prior to the Internal Reorganization (defined below);
• "Historical DuPont" refers to EID prior to the Internal Reorganization (defined below);
• "Internal Reorganizations" refers to the series of internal reorganization and realignment steps undertaken by Historical DuPont and Historical Dow to realign its business into three groups: agriculture, materials science and specialty products. As part of the Internal Reorganization:
1.the assets and liabilities aligned with EID’s material science business were transferred or conveyed to separate legal entities that were ultimately conveyed by DowDuPont to Dow on April 1, 2019;
2.the assets and liabilities
of EID’s specialty products business were transferred or conveyed to separate legal entities that were ultimately distributed to DowDuPont on May 1, 2019;
3.the conveyance of Historical Dow's agriculture business to EID on May 2, 2019; and
4.the contribution of EID to Corteva, Inc. on May 31, 2019. Refer to the company’s Annual Report on Form 10-K for the year ended December 31, 2021 for further information.
• "Dow Distribution" refers to the separation of DowDuPont's materials science business into a separate and independent public company, on April
1, 2019 by way of a distribution of Dow Inc. through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow Inc.’s common stock;
• "Merger” refers to the all-stock merger of equals strategic combination between Historical Dow and Historical DuPont on August 31, 2017;
• "Dow" refers to Dow Inc. after the Dow Distribution;
• "DuPont" refers to DuPont de Nemours, Inc. after the Separation of Corteva (on June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc.);
• "Separation" or "Separation of Corteva" refers to June 1, 2019, when Corteva, Inc. became
an independent, publicly traded company;
• "Corteva Distribution" refers to the pro rata distribution of all of the then-issued and outstanding shares of Corteva, Inc.'s common stock on June 1, 2019, which was then a wholly-owned subsidiary of DowDuPont, to holders of DowDuPont's common stock as of the close of business on May 24, 2019;
• "Distributions" refers to the Dow Distribution and the Corteva Distribution; and
• “Letter Agreement” refers to the Letter Agreement executed by DuPont and Corteva on June 1, 2019, which sets forth certain additional terms and conditions related to the Separation, including certain limitations on each party’s ability to transfer
certain businesses and assets to third parties without assigning certain of such party’s indemnification obligations under the Corteva Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions.
This Quarterly Report on Form 10-Q is a combined report being filed separately by Corteva, Inc. and EID. The information in this Quarterly Report on Form 10-Q is equally applicable to Corteva, Inc. and EID, except where otherwise indicated.
The separate EID financial statements and footnotes for areas that differ from Corteva, are included within this Quarterly Report on Form 10-Q and begin on page 58. Footnotes of EID that are identical to that of Corteva are cross-referenced accordingly.
Adjustments
to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization
i307
i304
Provision
for (benefit from) deferred income tax
(i37)
i47
Net
periodic pension and OPEB benefit, net
(i71)
(i318)
Pension
and OPEB contributions
(i55)
(i84)
Net
(gain) loss on sales of property, businesses, consolidated companies and investments
i3
i—
Restructuring
and asset related charges - net
i5
i100
Other
net loss
i104
i54
Changes in assets
and liabilities, net
Accounts and notes receivable
(i2,372)
(i2,012)
Inventories
i234
i467
Accounts
payable
(i406)
(i448)
Deferred
revenue
(i782)
(i401)
Other
assets and liabilities
(i227)
(i262)
Cash
provided by (used for) operating activities
(i2,730)
(i1,950)
Investing
activities
Capital expenditures
(i179)
(i137)
Proceeds
from sales of property, businesses and consolidated companies - net of cash divested
i5
i20
Investments
in and loans to nonconsolidated affiliates
(i6)
i—
Purchases
of investments
(i234)
(i40)
Proceeds
from sales and maturities of investments
i10
i194
Other
investing activities, net
i—
(i1)
Cash
provided by (used for) investing activities
(i404)
i36
Financing
activities
Net change in borrowings (less than 90 days)
i744
i828
Proceeds
from debt
i311
i419
Repurchase
of common stock
(i235)
(i350)
Proceeds
from exercise of stock options
i40
i38
Dividends
paid to stockholders
(i102)
(i97)
Other
financing activities, net
(i44)
(i17)
Cash
provided by (used for) financing activities
i714
i821
Effect
of exchange rate changes on cash, cash equivalents and restricted cash equivalents
(i31)
(i50)
Increase
(decrease) in cash, cash equivalents and restricted cash equivalents
(i2,451)
(i1,143)
Cash,
cash equivalents and restricted cash equivalents at beginning of period
i4,836
i3,873
Cash,
cash equivalents and restricted cash equivalents at end of period1
$
i2,385
$
i2,730
1. See
page 14 for reconciliation of cash and cash equivalents and restricted cash equivalents presented in interim Consolidated Balance Sheets to total cash, cash equivalents and restricted cash equivalents presented in the interim Consolidated Statements of Cash Flows.
See Notes to the Interim Consolidated Financial Statements beginning on page 8.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - iSUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
i
Basis of Presentation
The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results
for interim periods have been included. Results for interim periods should not be considered indicative of results for a full year. These interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2021, collectively referred to as the “2021 Annual Report.” The interim Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained.
Certain reclassifications of prior year's data have been made to conform to current year's presentation.
Since 2018, Argentina has been considered a hyper-inflationary economy
under U.S. GAAP and therefore the U.S. Dollar (“USD”) is the functional currency for our related subsidiaries. Argentina contributes approximately i5 percent to both the company's annual Sales and EBITDA. We remeasure net monetary assets and translate our financial statements utilizing the official Argentine Peso (“Peso”) to USD exchange rate. The ability to draw down Peso cash balances is limited at this time due to government restrictions and market availability of U.S. Dollars. The devaluation of the Peso relative to the USD over the last several years has
resulted in the recognition of exchange losses (refer to Note 5 – Supplementary Information, to the interim Consolidated Financial Statements, and Note 9 – Supplemental Information, to the company's 2021 Annual Report). As of March 31, 2022, a further i10 percent deterioration in the official Peso to USD exchange rate would reduce the USD value of our net monetary assets and negatively impact pre-tax earnings by approximately $i15 million.
We will continue to assess the implications to our operations and financial reporting.
/
NOTE 2 - iRECENT ACCOUNTING GUIDANCE
i
Recently
Adopted Accounting Guidance
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities to disclose transactions with a governmental entity for which a grant or contribution accounting model is used in recognizing and measuring such transactions. This standard is effective for fiscal years beginning after December 15, 2021, and early adoption is permitted. The company adopted this guidance on January 1, 2022 and it did not have a material impact on the company’s disclosures.
NOTE 3 - iREVENUE
Revenue
Recognition
i
Products
Substantially all of Corteva's revenue is derived from product sales. Product sales consist of sales of Corteva's products to farmers, distributors, and manufacturers. Corteva considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year. However,
the company has some long-term contracts which can span multiple years.
Revenue from product sales is recognized when the customer obtains control of the company's product, which occurs at a point in time according to shipping terms. Payment terms are generally less than one year from invoicing. The company elected the practical expedient and does not adjust the promised amount of consideration for the effects of a significant financing component when the company expects it will be one year or less between when a customer obtains control of the company's product and when payment is due. When the company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to or at shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from
customers relating to product sales and remitted to governmental authorities are excluded from revenues. In addition, the company elected the practical expedient to expense any costs to obtain contracts as incurred, as the amortization period for these costs would have been one year or less.
The transaction price includes estimates of variable consideration, such as rights of return, rebates, and discounts, that are reductions in revenue. All estimates are based on the company's historical experience, anticipated performance, and the company's best judgment at the time the estimate is made. Estimates of variable consideration included in the transaction price primarily utilize the expected value method based on historical experience. These estimates are reassessed each reporting period and are included in the transaction price to the extent it is probable that a significant reversal of
cumulative revenue recognized
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
will not occur upon resolution of uncertainty associated with the variable consideration. The majority of contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as quantity times price per unit. For contracts with multiple performance obligations, the company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts
the price as if sold to a similar customer in similar circumstances.
iLicenses of Intellectual Property
Corteva enters into licensing arrangements with customers under which it licenses its intellectual property. Revenue from the majority of intellectual property licenses is derived from sales-based royalties. Revenue for licensing agreements that contain sales-based royalties is recognized at the later of (i) when the subsequent sale occurs
or (ii) when the performance obligation to which some or all of the royalty has been allocated is satisfied.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. The company applies the practical expedient to disclose the transaction price allocated to the remaining performance obligations for only those contracts with an original duration of more than one year. The transaction price allocated to remaining performance obligations with an original duration of more than one year related to material rights granted to customers for contract renewal options were $i120
million, $i123 million and $i113 million at March 31, 2022, December 31,
2021 and March 31, 2021, respectively. The company expects revenue to be recognized for the remaining performance obligations evenly over the period of ione year to isix
years.
Contract Balances
Contract liabilities primarily reflect deferred revenue from prepayments under contracts with customers where the company receives advance payments for products to be delivered in future periods. Corteva classifies deferred revenue as current or noncurrent based on the timing of when the company expects to recognize revenue. Contract assets primarily include amounts related to conditional rights to consideration for completed performance not yet invoiced. Accounts receivable are recorded when the right to consideration becomes unconditional.
1.Included
in accounts and notes receivable - net in the interim Consolidated Balance Sheets.
2.Included in other current assets in the interim Consolidated Balance Sheets.
3.Included in other assets in the interim Consolidated Balance Sheets.
/
4.Included in other noncurrent obligations in the interim Consolidated Balance Sheets.
Revenue recognized during the three months ended March 31, 2022 and 2021 from amounts included in deferred revenue
at the beginning of the period was $i1,339 million and $i924 million, respectively.
Disaggregation
of Revenue
Corteva's operations are classified into two reportable segments: Seed and Crop Protection. The company disaggregates its revenue by major product line and geographic region, as the company believes it best depicts the nature, amount and timing of its revenue and cash flows. Net sales by major product line are included below:
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 - iRESTRUCTURING
AND ASSET RELATED CHARGES - NET
2021 Restructuring Actions
During the first quarter of 2021, Corteva approved restructuring actions designed to right-size and optimize its footprint and organizational structure according to the business needs in each region with the focus on driving continued cost improvement and productivity. Through the first quarter of 2022, the company recorded net pre-tax restructuring charges of $i165
million inception-to-date under the 2021 Restructuring Actions, consisting of $i76 million of severance and related benefit costs, $i44
million of asset related charges, $i6 million of asset retirement obligations and $i39 million
of costs related to contract terminations (contract terminations includes early lease terminations). The company does not anticipate any additional material charges from the 2021 Restructuring Actions as actions associated with this charge were substantially complete by the end of 2021.
The charges related to the 2021 Restructuring Actions related to the segments, as well as corporate expenses, were as follows:
i
Three
Months Ended March 31,
(In millions)
2022
2021
Seed
$
(i2)
$
i14
Crop
Protection
(i2)
i28
Corporate
expenses
i2
i47
Total
$
(i2)
$
i89
The
following table is a summary of charges incurred related to 2021 Restructuring Actions for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31,
(In millions)
2022
2021
Severance and related benefit costs
$
i2
$
i39
Asset
related charges
(i1)
i13
Contract
termination charges
(i3)
i37
Total
restructuring and asset related charges - net
$
(i2)
$
i89
A
reconciliation of the December 31, 2021 to the March 31, 2022 liability balances related to the 2021 Restructuring Actions is summarized below:
1.In
addition, the company has a liability recorded for asset retirement obligations of $i6 million as of March 31, 2022.
2.The liability for contract terminations includes lease obligations. The cash impact of these obligations will be substantially complete by the end of 2022.
/
Other
Asset Related Charges
During the three months ended March 31, 2022 and 2021, the company recognized $i6 million and $i7
million, respectively, in restructuring and asset related charges - net in the interim Consolidated Statements of Operations, from non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 - iSUPPLEMENTARY
INFORMATION
i
Other Income - Net
Three Months Ended March 31,
(In
millions)
2022
2021
Interest income
$
i15
$
i21
Equity
in earnings (losses) of affiliates - net
i10
i3
Net
gain (loss) on sales of businesses and other assets
(i3)
i—
Net
exchange gains (losses)1
(i47)
(i35)
Non-operating
pension and other post employment benefit credit (costs)2
i75
i325
Miscellaneous
income (expenses) - net3
(i33)
i23
Other
income - net
$
i17
$
i337
1.Includes
net pre-tax exchange gains (losses) of $(i15) million and $(i23) million associated with the devaluation of the Argentine
peso for the three months ended March 31, 2022 and 2021, respectively.
2.Includes non-service related components of net periodic benefit credits (costs) (interest cost, expected return on plan assets, amortization of unrecognized gain (loss), amortization of prior service benefit and settlement gain (loss)).
/
3.Miscellaneous income (expenses) - net for the three months ended March 31, 2022 and 2021 includes changes from remeasurement of an equity investment, tax indemnification
adjustments related 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, losses on sale of receivables and other items. Additionally, the three months ended March 31, 2022 includes estimated settlement reserves and the three months ended March 31, 2021 includes losses on sale of available-for-sale securities.
The following table summarizes the impacts of the company's foreign currency hedging program on the company's results of operations. 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 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 interim Consolidated Statements of Operations.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Cash, cash equivalents and restricted cash equivalents
The following table provides a reconciliation of cash and cash equivalents and restricted cash equivalents presented in the interim Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash equivalents presented in the interim Consolidated Statements of Cash Flows. Corteva classifies restricted cash equivalents as current or noncurrent based on the nature of the restrictions, which are included in other current assets and
other assets, respectively, in the interim Consolidated Balance Sheets.
Total
cash, cash equivalents and restricted cash equivalents
$
i2,385
$
i4,836
$
i2,730
/
Restricted
cash equivalents primarily relates to a trust funded by EID for cash obligations under certain non-qualified benefit and deferred compensation plans due to the Merger, which was a change in control event, and is classified as current. Restricted cash equivalents for March 31, 2022 and December 31, 2021 also includes contributions to the MOU Escrow Account as further described in Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, which is classified as noncurrent.
NOTE 6 - iINCOME
TAXES
For periods between the Merger and the Corteva Distribution, Corteva and its subsidiaries were included in DowDuPont's consolidated federal income tax group and consolidated tax return. Generally, the consolidated tax liability of the DowDuPont U.S. tax group for each year was apportioned among the members of the consolidated group based on each member’s separate taxable income. Corteva, DuPont and Dow intend that to the extent Federal and/or State corporate income tax liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with a tax matters agreement. See Note 12 - Commitments and Contingent Liabilities, for further information related to indemnifications between Corteva, DuPont and Dow.
Each
year the company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the company. As a result, there is an uncertainty in income taxes recognized in the company's financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the company's results of operations.
During the three months ended March 31, 2022, the company recognized $i35
million of net tax benefits to provision for income taxes on continuing operations associated with changes in deferred taxes for certain prior year tax positions as well as from stock-based compensation.
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 the program, which resides in the U.S., 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, which can drive material impacts on the company's effective tax rate. For further discussion of pre-tax and after-tax impacts of the company's foreign currency hedging program and net monetary asset programs, refer to Note 5 - Supplementary Information.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 - iEARNINGS PER SHARE OF COMMON STOCK
The following tables provide earnings per share calculations for the periods indicated below:
i
Net
Income (Loss) for Earnings (Loss) Per Share Calculations - Basic and Diluted
Three Months Ended March 31,
(In millions)
2022
2021
Income (loss) from continuing operations after income taxes
$
i577
$
i613
Net
income (loss) attributable to continuing operations noncontrolling interests
i3
i3
Income
(loss) from continuing operations available to Corteva common stockholders
i574
i610
(Loss)
income from discontinued operations available to Corteva common stockholders
(i10)
(i10)
Net
income (loss) available to common stockholders
$
i564
$
i600
/
i
Earnings
(Loss) Per Share Calculations - Basic
Three Months Ended March 31,
(Dollars per share)
2022
2021
Earnings (loss) per share of common stock from continuing operations
$
i0.79
$
i0.82
(Loss)
earnings per share of common stock from discontinued operations
(i0.01)
(i0.01)
Earnings
(loss) per share of common stock
$
i0.78
$
i0.81
/
i
Earnings
(Loss) Per Share Calculations - Diluted
Three Months Ended March 31,
(Dollars per share)
2022
2021
Earnings (loss) per share of common stock from continuing operations
$
i0.79
$
i0.81
(Loss)
earnings per share of common stock from discontinued operations
(i0.01)
(i0.01)
Earnings
(loss) per share of common stock
$
i0.78
$
i0.80
/
i
Share
Count Information
Three Months Ended March 31,
(Shares in millions)
2022
2021
Weighted-average common shares - basic
i727.0
i743.4
Plus
dilutive effect of equity compensation plans1
i3.9
i6.2
Weighted-average
common shares - diluted
i730.9
i749.6
Potential
shares of common stock excluded from EPS calculations2
i2.5
i2.9
1.Diluted
earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.
2.These outstanding potential shares of common stock relating to stock options, restricted stock units and performance-based restricted stock units were excluded from the calculation of diluted earnings (loss) per share because (i) the effect of including them would have been anti-dilutive; and (ii) the performance metrics have not yet been achieved for the outstanding potential shares relating to performance-based restricted stock units, which are deemed to be contingently issuable.
1.Accounts
receivable – trade and notes receivable - trade are net of allowances of $i232 million, $i210
million, and $i203 million at March 31, 2022, December 31, 2021, and March 31, 2021, respectively. Allowances are equal to the estimated uncollectible amounts and are based on the expected credit losses and were developed using a loss-rate method.
2.Notes receivable – trade primarily consists of receivables for deferred
payment loan programs for the sale of seed products to customers. These loans have terms of one year or less and are primarily concentrated in North America. The company maintains a rigid pre-approval process for extending credit to customers in order to manage overall risk and exposure associated with credit losses. As of March 31, 2022, December 31, 2021, and March 31, 2021 there were no significant impairments related to current loan agreements.
/
3.Other includes receivables in relation to indemnification assets, value added tax, general sales tax and other taxes. No individual group represents
more than 10 percent of total receivables. In addition, Other includes amounts due from nonconsolidated affiliates of $i124 million, $i104 million, and $i115
million as of March 31, 2022, December 31, 2021, and March 31, 2021, respectively.
Accounts and notes receivable are carried at the expected amount to be collected, which approximates fair value. The company establishes the allowance for doubtful receivables using a loss-rate method where the loss rate is developed using past events, historical experience, current conditions and forecasts that affect the collectability of the financial assets.
The following table summarizes changes in the allowance for doubtful receivables for the three months ended March 31, 2022 and 2021:
The company enters into various factoring agreements with third-party financial institutions to sell its trade receivables
under both recourse and non-recourse agreements in exchange for cash proceeds. These financing arrangements result in a transfer of the company's receivables and risks to the third-party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are derecognized from the interim Consolidated Balance Sheets upon transfer, and the company receives a payment for the receivables from the third-party within a mutually agreed upon time period. For arrangements involving an element of recourse, which is typically provided through a guarantee of accounts in the event of customer default, the guarantee obligation is measured using market data from similar transactions and reported as a current liability in the interim Consolidated Balance Sheets.
Trade receivables sold under these agreements were $i17
million and $i11 million for the three months ended March 31, 2022 and 2021, respectively. The trade receivables sold that remained outstanding under these agreements which include an element of recourse as of March 31, 2022, December 31, 2021, and March 31, 2021 were $i130
million, $i166 million, and $i128
million, respectively. The net proceeds received are included in cash provided by (used for) operating activities in the interim Consolidated Statements of Cash Flows. The difference between the carrying amount of the trade receivables sold and the sum of the cash received is recorded as a loss on sale of receivables in other income - net in the interim Consolidated Statements of Operations. The loss on sale of receivables for the three months ended March 31, 2022 and 2021, respectively, was not material. See Note 12 - Commitments and Contingent Liabilities for additional information on the company’s guarantees.
Intangible
assets subject to amortization (Definite-lived):
Germplasm
$
i6,265
$
(i634)
$
i5,631
$
i6,265
$
(i571)
$
i5,694
$
i6,265
$
(i380)
$
i5,885
Customer-related
i1,953
(i515)
i1,438
i1,953
(i487)
i1,466
i1,956
(i404)
i1,552
Developed
technology
i1,485
(i716)
i769
i1,485
(i679)
i806
i1,485
(i565)
i920
Trademarks/trade
names
i2,011
(i192)
i1,819
i2,012
(i172)
i1,840
i2,013
(i112)
i1,901
Favorable
supply contracts
i475
(i420)
i55
i475
(i396)
i79
i475
(i326)
i149
Other1
i405
(i262)
i143
i405
(i256)
i149
i405
(i238)
i167
Total
other intangible assets with finite lives
i12,594
(i2,739)
i9,855
i12,595
(i2,561)
i10,034
i12,599
(i2,025)
i10,574
Intangible
assets not subject to amortization (Indefinite-lived):
IPR&D
i10
—
i10
i10
—
i10
i10
—
i10
Total
other intangible assets
i10
—
i10
i10
—
i10
i10
—
i10
Total
$
i12,604
$
(i2,739)
$
i9,865
$
i12,605
$
(i2,561)
$
i10,044
$
i12,609
$
(i2,025)
$
i10,584
1.Primarily
consists of sales and farmer networks, marketing and manufacturing alliances and noncompetition agreements.
/
The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $i179 million and $i183
million for the three months ended March 31, 2022 and 2021, respectively. The current estimated aggregate pre-tax amortization expense from continuing operations for the remainder of 2022 and each of the next five years is approximately $i522 million, $i620
million, $i606 million, $i569 million, $i558
million and $i498 million, respectively.
Foreign currency loans, various rates and maturities
i53
i15.00
%
i1
i6.82
%
i1
i5.89
%
Medium-term
notes, varying maturities through 2041
i107
i0.35
%
i107
i—
%
i109
i—
%
Finance
lease obligations
i3
i3
i4
Less:
Unamortized debt discount and issuance costs
i9
i10
i11
Less:
Long-term debt due within one year
i—
i1
i1
Total
long-term debt
$
i1,154
$
i1,100
$
i1,102
/
The
estimated fair value of the company's short-term and long-term borrowings, including interest rate financial instruments, was determined using Level 2 inputs within the fair value hierarchy. Based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities, the fair value of the company's short-term borrowings and finance lease obligations was approximately carrying value.
The fair value of the company’s long-term borrowings, including debt due within one year, was $i1,107
million, $i1,121 million, and $i1,121 million as of March 31, 2022, December 31, 2021, and March 31,
2021, respectively.
Repurchase Facility
In February 2022, the company entered into a new committed receivable repurchase facility of up to $i500 million (the "2022 Repurchase Facility") which expires in December 2022. Under the 2022 Repurchase Facility, Corteva may sell a portfolio of available and eligible outstanding customer notes receivables to participating institutions and simultaneously agree to repurchase at a future date. The 2022 Repurchase Facility
is considered a secured borrowing with the customer notes receivables inclusive of those that are sold and repurchased, equal to i105 percent of the outstanding amounts borrowed utilized as collateral. Borrowings under the 2022 Repurchase Facility have an interest rate equal to the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus a margin of i0.75
percent.
As of March 31, 2022, there were no outstanding borrowings under the 2022 Repurchase Facility.
Foreign Currency Loans
The company enters into short-term and long-term foreign currency loans from time-to-time by accessing uncommitted revolving credit lines to fund working capital needs of foreign subsidiaries in the normal course of business (“Foreign Currency Loans”). Interest rates are variable and determined at the time of borrowing. Total unused bank credit lines on the Foreign
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Currency Loans at March 31, 2022 was approximately $i255 million. The company’s long-term Foreign Currency Loans have varying maturities through 2024.
Revolving Credit Facilities
In
November 2018, EID entered into a $i3 billion, i5-year revolving credit facility and a $i3
billion, i3-year revolving credit facility (the “Revolving Credit Facilities”). The Revolving Credit Facilities became effective in May 2019. Corteva, Inc. became a party at the time of the Corteva Distribution. In May 2021, the company entered into an amendment that extended the maturity date of the 3-year revolving credit facility from May 2022 to May 2023. Other than the change in maturity date, there were no material modifications to the terms of the credit facility. During May 2022, the Credit Facilities were refinanced for purposes of extending the maturity dates to 2027 and 2025 for the i5-year
and i3-year revolving credit facilities, respectively, lowering the facility amount of the 3-year revolving credit facility to $i2 billion and transitioning the interest rate to a floating rate utilizing Adjusted Term SOFR
plus a margin of i0.10 percent. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used, from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Revolving Credit Facilities contain a
financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed i0.60.
NOTE 12 - iCOMMITMENTS
AND CONTINGENT LIABILITIES
Guarantees
Indemnifications
In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the indemnified party were to incur a liability or have a liability increase as a result of a successful
claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future payments is generally unlimited. See below for additional information relating to the indemnification obligations under the Chemours Separation Agreement and the Corteva Separation Agreement.
Obligations for Customers and Other Third Parties
The company has directly guaranteed various debt obligations under agreements with third parties related to customers and other third parties. At March 31, 2022, December 31, 2021 and March 31, 2021, the company had directly guaranteed $i105 million,
$i105 million, and $i108 million, respectively, of such obligations. These amounts represent the maximum potential amount of future (undiscounted)
payments that the company could be required to make under the guarantees in the event of default by the guaranteed party. All of the maximum future payments at March 31, 2022 had terms less than one year. The maximum future payments include $i21 million, $i21
million and $i23 million at March 31, 2022, December 31, 2021 and March 31, 2021, respectively, of guarantees related to the various factoring agreements that the company enters into with third-party financial institutions to sell its trade receivables. See Note 8 - Accounts and Notes Receivable - Net, to the Consolidated Financial Statements, for additional information.
The
maximum future payments also include agreements with lenders to establish programs that provide financing for select customers. The terms of the guarantees are equivalent to the terms of the customer loans that are primarily made to finance customer invoices. The total amounts owed from customers to the lenders relating to these agreements was $i180 million, $i15
million and $i178 million at March 31, 2022, December 31, 2021 and March 31, 2021, respectively.
The company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default
history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.
Indemnifications under Separation Agreements
The company has entered into various agreements where the company is indemnified for certain liabilities. The term of this indemnification is generally indefinite, with exceptions, and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Chemours/Performance Chemicals
Pursuant to the Chemours Separation Agreement resulting from the 2015 spin-off of the Performance Chemicals segment from Historical DuPont, Chemours indemnifies the company against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution.
In 2017, the Chemours Separation Agreement was amended to provide for a limited sharing of potential future liabilities related to alleged historical releases of perfluorooctanoic acids and its ammonium salts (“PFOA”) for a five-year period that began on July 6, 2017. In addition, in 2017,
Chemours and EID settled multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), resolving claims of about i3,550 plaintiffs alleging injury from exposure to PFOA in drinking water as a result of the historical manufacture or use of PFOA at the Washington Works plant outside Parkersburg, West Virginia. This plant was previously owned and/or operated by the performance chemicals segment of EID and is now owned and/or operated by Chemours.
On May
13, 2019, Chemours filed suit in the Delaware Court of Chancery against DuPont, EID, and Corteva, seeking, among other things, to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement (the “Delaware Litigation”). On March 30, 2020, the Court of Chancery granted a motion to dismiss. On December 15, 2020, the Delaware Supreme Court affirmed the judgment of the Court of Chancery. Meanwhile, a confidential arbitration process regarding the same and other claims has proceeded (the “Pending Arbitration”).
On January 22, 2021, Chemours, DuPont, Corteva and EID entered into a binding memorandum of understanding containing a settlement
to resolve legal disputes originating from the Delaware Litigation and Pending Arbitration, and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy per- and polyfluoroalkyl substances ("PFAS") liabilities arising out of pre-July 1, 2015 conduct (the “MOU”). The MOU replaces the 2017 amendment to the Chemours Separation Agreement. According to the terms of the cost sharing arrangement within the MOU, Corteva and DuPont together, on one hand, and Chemours, on the other hand, agreed to a 50-50 split of certain qualified expenses related to PFAS liabilities incurred over a term not to exceed itwenty
years or $i4 billion of qualified spend and escrow account contributions (see below for discussion of escrow account) in the aggregate. DuPont’s and Corteva’s i50%
share under the MOU will be limited to $i2 billion, including qualified expenses and escrow contributions. These expenses and escrow account contributions will be subject to the existing Letter Agreement, under which DuPont and Corteva will each bear i50%
of the first $i300 million (up to $i150 million each), and thereafter DuPont bears i71%
and Corteva bears the remaining i29%.
In order to support and manage any potential future PFAS liabilities, the parties have also agreed to establish an escrow account ("MOU Escrow Account"). The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $i100
million into an escrow account and DuPont and Corteva shall together deposit $i100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $i50
million into an escrow account and DuPont and Corteva shall together deposit $i50 million in the aggregate into an escrow account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year (excluding 2021). Over this period, Chemours will deposit a total of $i500
million in the account and DuPont and Corteva will deposit an additional $i500 million pursuant to the terms of the Letter Agreement. Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $i700
million, Chemours will make i50% of the deposits and DuPont and Corteva together will make i50% of the deposits necessary to restore the balance of the escrow account to $i700
million. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029 pursuant to the escrow account replenishment terms as set forth in the MOU. The MOU provides that no withdrawals from the MOU Escrow Account can be made before year six, except to fund mutually agreed upon third-party settlements in excess of $125 million. Starting with year six, withdrawals can only be made to fund qualified spend if the parties’ aggregate qualified spend in that particular year is greater than $200 million. Beginning with year 11, the amounts in the MOU Escrow Account can be used to fund any qualified spend.
During 2021, the company contributed its initial deposit into the MOU Escrow Account, which is classified as noncurrent restricted cash equivalents and is included in other assets in the interim
Consolidated Balance Sheets.
After the term of this arrangement, Chemours’ indemnification obligations under the original 2015 Chemours Separation Agreement, would continue unchanged, subject in each case to certain exceptions set out in the MOU. Under the MOU, Chemours waived specified claims regarding the construct of its 2015 spin-off transaction, and the parties will dismiss the Pending Arbitration regarding those claims. Additionally, the parties have agreed to resolve the Ohio MDL PFOA personal injury litigation (as discussed below). The parties are expected to cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU.
During the three months ended March 31, 2022, the company recorded charges of $i4
million to (loss) income from discontinued operations after income taxes in the interim Consolidated Statement of Operations, related to the MOU.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Corteva Separation Agreement
On April 1, 2019, in connection with the Dow Distribution, Corteva, DuPont and Dow entered into the Corteva Separation Agreement, the Tax Matters Agreement, the Employee Matters Agreement, and certain other agreements (collectively, the “Corteva
Separation Agreements”). The Corteva Separation Agreements allocate among Corteva, DuPont and Dow assets, employees, certain liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among the parties and provides for indemnification obligation among the parties. Under the Corteva Separation Agreements, DuPont will indemnify Corteva against certain litigation, environmental, tax, workers' compensation and other liabilities that arose prior to the Corteva Distribution and Dow indemnifies Corteva against certain litigation, environmental, tax, workers' compensation and other liabilities that relate to the Historical Dow business, and Corteva indemnifies DuPont and Dow for certain liabilities.
Under the Corteva Separation Agreement, certain legacy EID liabilities from discontinued and/or divested operations and businesses
of EID (including Performance Chemicals) (a “stray liability”) were allocated to Corteva or DuPont. For those stray liabilities allocated to Corteva (which may include a specified amount of liability associated with that liability), Corteva is responsible for liabilities in an amount up to that specified amount plus an additional $i200 million and, for those stray liabilities allocated to DuPont (which may include a specified amount of liability associated with that liability), DuPont is responsible for liabilities up to a specified
amount plus an additional $i200 million. Once each company has met the $i200 million threshold, Corteva and DuPont will share future liabilities proportionally on the
basis of i29% and i71%, respectively; provided, however, that for PFAS, DuPont will manage such liabilities with Corteva and DuPont sharing the costs on a i50%
- i50% basis starting from $i1 and up to $i300
million (with such amount, up to $i150 million, to be credited to each company’s $i200 million threshold) and once the $i300 million
threshold is met, then the companies will share proportionally on the basis of i29% and i71% respectively, subject to a $i1
million de minimis requirement. During the second quarter of 2021, the aggregate amount of the company’s cash spent and liabilities accrued exceeded the stray liability thresholds, including PFAS, noted above. Therefore, liabilities recognized subsequent to the second quarter of 2021 will be shared at the reduced rates noted above.
At March 31, 2022, December 31, 2021, and March 31, 2021, the indemnification assets were $i31
million, $i25 million, and $i28 million, respectively, within accounts and notes receivable - net and $i80
million, $i75 million, and $i51 million, respectively, within other assets in the interim Consolidated Balance Sheets. At March 31, 2022, December
31, 2021, and March 31, 2021, the indemnification liabilities were $i32 million, $i20 million, and $i52
million, respectively, within accrued and other current liabilities and $i116 million, $i117 million, and $i91
million, respectively, within other noncurrent obligations in the interim Consolidated Balance Sheets.
Litigation
The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory matters arising out of the normal course of its current businesses or legacy EID businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the separation of Corteva from DuPont. It is not possible to predict the outcome of these various proceedings, as considerable uncertainty exists. The company records accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Accruals
may reflect the impact and status of negotiations, settlements, rulings, advice from counsel and other information and events that may pertain to a particular matter. For the litigation matters discussed below, management believes that it is reasonably possible that the company could incur liabilities in excess of amounts accrued, the ultimate liability for which could be material to the results of operations and the cash flows in the period recognized. However, the company is unable to estimate the possible loss beyond amounts accrued due to various reasons, including, among others, that the underlying matters are either in early stages and/or have significant factual issues to be resolved. In addition, even when the company believes it has substantial defenses, the company may consider settlement of matters if it believes it is in the best interest of the company.
Lorsban®
Lawsuits
As of March 31, 2022, there were pending personal injury lawsuits filed and additional asserted claims against the former Dow Agrosciences LLC, alleging injuries related to chlorpyrifos exposure, the active ingredient in Lorsban®, an insecticide used by commercial farms for field fruit, nut and vegetable crops. Corteva ended its production of Lorsban® in 2020. Chlorpyrifos products are restricted-use pesticides, which are not available for purchase or use by the general public, and may only be sold to, and used by, certified applicators or someone under the certified applicator's direct supervision. These lawsuits do not relate to Dursban®, a residential type chlorpyrifos product that was authorized for indoor purposes, which was discontinued over two decades ago prior to the Merger and Corteva’s formation and Separation. Claimants allege personal injury, including
autism, developmental delays and/or decreased neurologic function, resulting from farm worker exposure and bystander drift and in utero exposure to chlorpyrifos. Certain claimants have also put forth remediation claims due to alleged property contamination from chlorpyrifos. Discovery is expected to continue through at least 2022. As of March 31, 2022, an accrual has been established for the estimated resolution of certain claims.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Litigation
related to legacy EID businesses unrelated to Corteva’s current businesses
PFAS, PFOA, PFOS and Other Related Liabilities
For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").
EID is a party to various legal proceedings relating to the use of PFOA by its former Performance Chemicals segment for which potential liabilities would be subject to the cost sharing arrangement under the MOU as long as it remains effective.
Leach
Settlement and Ohio MDL Settlement
EID has residual liabilities under its 2004 settlement of a West Virginia state court class action, Leach v. EID, which alleged that PFOA from EID’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. The settlement class has about i80,000 members. In addition to relief that was provided to class members years ago, the settlement requires EID to continue providing PFOA water treatment to isix
area water districts and private well users and to fund, through an escrow account, up to $i235 million for a medical monitoring program for eligible class members. As of March 31, 2022, approximately $i2
million had been disbursed from the account since its establishment in 2012 and the remaining balance is approximately $i1 million.
The Leach settlement permits class members to pursue personal injury claims for isix
health conditions (and no others) that an expert panel appointed under the settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. After the panel reported its findings, approximately i3,550 personal injury lawsuits were filed in federal and state courts in Ohio and West Virginia and consolidated in multi-district litigation in the U.S. District Court for the Southern District
of Ohio (“Ohio MDL”). The Ohio MDL was settled in early 2017 for $i670.7 million in cash, with Chemours and EID (without indemnification from Chemours) each paying half.
Post-MDL Settlement PFOA Personal Injury Claims
The 2017 Ohio MDL settlement did not resolve claims of plaintiffs who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February
11, 2017. The first was a consolidated trial of two cases; the first, a kidney cancer case, which resulted in a hung jury, while the second, Travis and Julie Abbot v. E.I du Pont de Nemours and Company (the “Abbot Case”), a testicular cancer case, resulted in a jury verdict of $i40 million in compensatory damages and $i10
million for loss of consortium. The loss of consortium award was subsequently reduced to $250,000 in accordance with state law limitations. Following entry of the judgment by the court, EID filed post-trial motions to reduce the verdict, and to appeal the verdict on the basis of procedural and substantive legal errors made by the trial court. The company believes the merits of the appeal will be successful in reducing the jury verdict or eliminating its liability, in whole or part.
In January 2021, Chemours, DuPont and Corteva agreed to settle the remaining approximately i95
matters, as well as unfiled matters, remaining in the Ohio MDL, with the exception of the Abbot case, for $i83 million, with Chemours contributing $i29
million to the settlement, and DuPont and Corteva contributing $i27 million each. The company paid $i27 million during
the year ended December 31, 2021. As agreed to in the settlement, the plaintiffs' counsel filed a motion to dissolve the MDL.
Other PFOA Matters
EID is a party to other PFOA lawsuits that do not involve claims for personal injury. Defense costs and any future liabilities that may arise out of these lawsuits are subject to the MOU and the cost sharing arrangement disclosed above. Under the MOU, fraudulent conveyance claims associated with these matters are not qualified expenses, unless Corteva, Inc. and EID would prevail on the merits of these claims.
New York. EID is a defendant in about i50
lawsuits, including a putative class action, brought by persons who live in and around Hoosick Falls, New York. These lawsuits assert claims for medical monitoring and property damage based on alleged PFOA releases from manufacturing facilities owned and operated by co-defendants in Hoosick Falls and allege that EID and 3M supplied some of the materials used at these facilities. EID is also one of more than ten defendants in a lawsuit brought by the Town of East Hampton, New York alleging PFOA and PFOS contamination of the town’s well water. Additionally, EID, along with 3M, Chemours and Dyneon, have been named defendants in complaints filed by eleven water districts in Nassau County, New York alleging that the drinking water they provide to
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
customers is contaminated with PFAS and seeking reimbursement for clean-up costs. The water district complaints also include allegations of fraudulent transfer.
New Jersey. At March 31, 2022, itwo lawsuits were pending, one
brought by a local water utility and the second a putative class action, against EID alleging that PFOA from EID’s former Chambers Works facility contaminated drinking water sources. The putative class action was voluntarily dismissed without prejudice by the plaintiff.
In late March of 2019, the New Jersey State Attorney General filed ifour lawsuits against EID, Chemours, 3M and others alleging that operations at and discharges from former EID sites in New Jersey (Chambers
Works, Pompton Lakes, Parlin and Repauno) damaged the State’s natural resources. Two of these lawsuits (those involving the Chambers Works and Parlin sites) allege contamination from PFAS. The Ridgewood Water District in New Jersey filed suit in the first quarter 2019 against EID, 3M, Chemours, and Dyneon alleging losses related to the investigation, remediation and monitoring of polyfluorinated surfactants, including PFOA, in water supplies. DuPont and Corteva were subsequently added as defendants to these lawsuits. These lawsuits include claims under the New Jersey Industrial Site Recovery Act ("ISRA") and for fraudulent conveyance.
Alabama / Others. EID is one of more than thirty defendants in a lawsuit by the Alabama water utility alleging contamination from PFCs, including PFOA, used by co-defendant carpet manufacturers to make their products more
stain and grease resistant. In addition, the states of Alaska, Michigan, Mississippi, New Hampshire, North Carolina, South Dakota, Vermont and Florida recently filed lawsuits against EID, Chemours, 3M and others, claiming, among other things, PFC (including PFOA) contamination of groundwater and drinking water. The complaints seek reimbursement for past and future costs to investigate and remediate the alleged contamination and compensation for the loss of value and use of the state’s natural resources. Motions to dismiss the Michigan, Vermont and New Hampshire cases have been denied.
Ohio. EID is a defendant in ithree
lawsuits, including an action by the State of Ohio based on alleged damage to natural resources, and an action by the City of Dayton claiming losses related to the investigation, remediation and monitoring of PFAS in water supplies. The trial with respect to the natural resources lawsuit is scheduled for April 2023. The third lawsuit, a putative nationwide class action brought on behalf of anyone who has detectable levels of PFAS in their blood serum seeks declaratory and injunctive relief, including the establishment of a “PFAS Science Panel.” In March 2022, the trial court certified a class covering anyone subject to Ohio laws having minimal levels of PFOA plus at least one other PFAS in their blood. The trial court requested further briefing on whether the class should be extended to include other states that recognize analogous claims for relief. EID, along with the other defendants, filed a petition to appeal the class certification decision, while continuing
to defend the lawsuit at the trial court.
Netherlands. In April 2021, ifour municipalities in the Netherlands filed complaints alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours. The municipalities seek to recover costs incurred due to the alleged emissions, including damages for investigation costs, construction project delays, depreciation of land, soil remediation, liabilities
to contractors, and attorneys’ fees.
Delaware. On July 13, 2021, Chemours, DuPont, EID and Corteva entered into a settlement agreement with the State of Delaware reflecting the companies’ and the State’s agreement to settle and fully resolve claims alleged against the companies regarding their historical Delaware operations, manufacturing, use and disposal of all chemical compounds, including PFAS. Under the settlement, the companies will collectively pay $i50
million to fund environmental projects, including sampling and community environmental justice and equity grants, which shall be utilized to fund the Natural Resources and Sustainability Trust (the “NRST Trust”). If the companies, individually or jointly, within i8 years of the settlement, enter into a proportionally similar agreement to settle or resolve claims of another state for PFAS-related natural resource damages, for an amount greater than $i50
million, the companies shall make a supplemental payment directly to the NRST Trust (“Supplemental Payment”) in an amount equal to such other states’ recovery in excess of $i50 million. Supplemental Payment(s), if any, will not exceed $i25
million in the aggregate. All amounts paid by the companies under the settlement are subject to the MOU and the Corteva Separation Agreement with Chemours bearing responsibility for i50%, or $i25
million, of the $i50 million payment due to the NRST and DuPont and Corteva each bearing $i12.5 million of the remaining
amount, which Corteva paid in January 2022. Under the settlement, if the state sues other parties and those parties seek contribution from the companies, the companies will have protection from contribution up to the amounts previously paid under the settlement agreement. The companies will also receive a credit up to the amount of the payment if the state seeks natural resource damage claims against the companies outside the scope of the settlement’s release of claims.
Aqueous Firefighting Foams. Approximately i2,350
cases have been filed against 3M and other defendants, including EID and Chemours, and more recently also including Corteva and DuPont, alleging PFOS or PFOA contamination of
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
soil and groundwater from the use of aqueous firefighting foams. Most of those cases claim some form of property damage and seek to recover the costs of responding to this contamination and damages for the loss of use and enjoyment of property and diminution in value. Most of these cases have been transferred to a multi-district litigation proceeding in federal district court
in South Carolina. Approximately i2,020 of these cases were filed on behalf of firefighters who allege personal injuries (primarily kidney and testicular cancer) as a result of aqueous firefighting foams. Approximately i190
of these cases were filed by water utility or municipal water districts. Most of these recent cases assert claims that the EID and Chemours separation constituted a fraudulent conveyance. Discovery for these cases is expected to continue through 2022, with a water district "bellwether" trial expected for early 2023. The court has encouraged all parties to discuss resolution of the water utility and water district category of cases. Consistent with the Court's instruction and under the mutual obligations of the MOU, Corteva, EID, DuPont and Chemours have engaged with the plaintiff's counsel on these cases.
EID did not make firefighting foams, PFOS, or PFOS products. While EID made surfactants and intermediaries that some manufacturers used in making foams, which may have contained PFOA as an unintended byproduct or an impurity, EID’s products were not formulated with PFOA, nor
was PFOA an ingredient of these products. EID has never made or sold PFOA as a commercial product.
Fayetteville Works Facility, North Carolina
Prior to the separation of Chemours, EID introduced GenX as a polymerization processing aid and a replacement for PFOA at the Fayetteville Works facility in Bladen County, North Carolina. The facility is now owned and operated by Chemours, which continues to manufacture and use GenX.
At March 31, 2022, several actions are pending in federal court against Chemours and EID relating to PFC discharges from the Fayetteville Works facility. One of these is a consolidated putative class action that asserts claims for medical monitoring and property damage on behalf of putative
classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River. Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief. In another action over approximately i100 property owners near the Fayetteville Works facility filed a complaint against Chemours and EID in May 2020. The plaintiffs seek compensatory and punitive damages for their claims of private nuisance, trespass, and
negligence allegedly caused by release of PFAS.
In addition to the federal court actions, there is an action on behalf of about i100 plaintiffs who own wells and property near the Fayetteville Works facility. The plaintiffs seek damages for nuisance allegedly caused by releases of certain PFCs from the site.
Generally, site-related expenses related to GenX claims are subject to the cost sharing arrangements as defined
in the MOU.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Environmental
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. These obligations are included in accrued and other current liabilities and other noncurrent obligations in the interim Consolidated Balance Sheets. It is reasonably possible that environmental remediation
and restoration costs in excess of amounts accrued could have a material impact on the company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.
For a discussion of the allocation of environmental liabilities under the Chemours Separation Agreement and the Corteva Separation Agreement, see the previous discussion on page 20.
Chemours related obligations - subject to indemnity1,2
$
i153
$
i153
$
i254
Other
discontinued or divested businesses obligations1
i18
i74
i186
Environmental
remediation liabilities primarily related to DuPont - subject to indemnity from DuPont2
i42
i44
i65
Environmental
remediation liabilities not subject to indemnity
i—
i80
i54
Indemnification
liabilities related to the MOU4
i21
i108
i23
Total
$
i234
$
i459
$
i582
1.Represents
liabilities that are subject to the $i200 million threshold and sharing arrangements as discussed on page 21, under the header "Corteva Separation Agreement."
2.The company has recorded an indemnification asset related to these accruals, including $i35
million related to the Superfund sites.
3.Accrual balance represents management’s best estimate of the costs of remediation and restoration, although it is reasonably possible that the potential exposure, as indicated, could range above the amounts accrued, as there are inherent uncertainties in these estimates. Accrual balances includes $i63 million for remediation of Superfund sites. Amounts do not include possible impacts from the remediation elements of the EPAs October 2021
PFAS Strategic Roadmap (as applicable) or possible revisions to Chemours' Consent Order with the North Carolina Department of Environmental Quality, as any possible impacts, to the extent such items would be reimbursable under the MOU, are not yet determinable.
4.Represents liabilities that are subject to the $150 million threshold and sharing agreements as discussed on page 20, under the header "Chemours / Performance Chemicals."
/
Chambers Works, New Jersey
On January 28, 2022, the State of New Jersey filed a request for a preliminary injunction against EID and Chemours
seeking the establishment of a Remediation Funding Source ("RFS") in an amount exceeding $i900 million for environmental remediation at EID's former Chambers Works facility in New Jersey. The RFS primarily relates to non-PFAS remediation, which is not subject to the MOU. Chemours has accepted indemnity and defense for these matters, while reserving rights and declining demand relating to the ISRA and fraudulent transfer matters as alleged under the existing New Jersey natural resource lawsuits discussed on page 23.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 13 - iSTOCKHOLDERS' EQUITY
Share Buyback Plan
On August 5, 2021, Corteva, Inc. announced that its Board of Directors authorized a $i1.5
billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $i0.01 per share, without an expiration date ("2021 Share Buyback Plan"). The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. In connection with the 2021 Share Buyback Plan, the company repurchased and retired i4,585,000
shares during the three months ended March 31, 2022 in the open market for a total cost of $i235 million.
On June 26, 2019, Corteva, Inc. announced that its Board of Directors authorized a $i1
billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $i0.01 per share, without an expiration date ("2019 Share Buyback Plan"). In connection with the 2019 Share Buyback Plan, the company repurchased and retired i7,646,000
shares in the open market for a total cost of $i350 million during the three months ended March 31, 2021. Repurchases under the 2019 Share Buyback Plan were completed during the third quarter of 2021.
Shares repurchased pursuant to Corteva's share buyback plans are immediately retired upon repurchase. Repurchased common stock is reflected as a reduction of stockholders' equity. The company's accounting policy related
to its share repurchases is to reduce its common stock based on the par value of the shares and to reduce its retained earnings for the excess of the repurchase price over the par value. When Corteva has an accumulated deficit balance, the excess over the par value is applied to APIC. When Corteva has retained earnings, the excess is charged entirely to retained earnings.
Noncontrolling Interest
Corteva, Inc. owns i100 percent of the outstanding common
shares of EID. However, EID has preferred stock outstanding to third parties which is accounted for as a non-controlling interest in Corteva's interim Consolidated Balance Sheets. Each share of EID Preferred Stock - $4.50 Series and EID Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EID and was unaffected by the Corteva Distribution.
Below is a summary of the EID Preferred Stock at March 31, 2022, December 31, 2021, and March 31, 2021, which is classified as noncontrolling interests in Corteva's interim Consolidated Balance Sheets.
1.The
cumulative translation adjustment gain for the three months ended March 31, 2022 was primarily driven by weakening of the USD against the Brazilian Real ("BRL") partially offset by the strengthening of the USD against the European Euro ("EUR") and Swiss Franc ("CHF"). The cumulative translation adjustment loss for the three months ended March 31, 2021 was primarily driven by strengthening of the USD against the Swiss Franc ("CHF"), Brazilian Real ("BRL") and European Euro.
The tax (expense) benefit on the net activity related to each component of other comprehensive income (loss) was as follows:
1.Reflected
in cost of goods sold in the interim Consolidated Statements of Operations.
2.Reflected in provision for (benefit from) income taxes from continuing operations in the interim Consolidated Statements of Operations.
3.These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit credit of the company's pension and other benefit plans. See Note 14 - Pension Plans and Other Post Employment Benefits, for additional information.
/
4.Reflected in other income - net in the interim Consolidated Statements of Operations.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 14 - iPENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS
The following sets forth the components of the company's net periodic benefit (credit) cost for defined benefit pension plans and other post employment benefits:
i
Three
Months Ended March 31,
(In millions)
2022
2021
Defined Benefit Pension Plans:
Service cost
$
i4
$
i7
Interest
cost
i108
i91
Expected
return on plan assets
(i190)
(i230)
Amortization
of unrecognized (gain) loss
i1
i14
Amortization
of prior service (benefit) cost
(i1)
i—
Settlement
loss
i—
i1
Net
periodic benefit (credit) cost
$
(i78)
$
(i117)
Other
Post Employment Benefits:
Interest cost
i7
i6
Amortization
of unrecognized (gain) loss
i—
i23
Amortization
of prior service (benefit) cost
i—
(i230)
Net
periodic benefit (credit) cost
$
i7
$
(i201)
/
NOTE 15 - iFINANCIAL INSTRUMENTS
At March 31, 2022, December 31, 2021 and March 31, 2021, the company had $i1,414
million, $i3,400 million and $i1,602 million, respectively, of held-to-maturity securities (primarily time deposits and money market funds) classified as cash equivalents in the interim Consolidated
Balance Sheets, as these securities had maturities of three months or less at the time of purchase; $i290 million, $i86 million and $i49
million at March 31, 2022, December 31, 2021 and March 31, 2021, respectively, of held-to-maturity securities (primarily time deposits and foreign government bonds) classified as marketable securities in the interim Consolidated Balance Sheets, as these securities had maturities of more than three months to less than one year at the time of purchase; and $i53 million at March 31, 2022
of held-to-maturity securities (primarily foreign government bonds) classified as marketable securities and included in other assets in the interim Consolidated Balance Sheets, as these securities had maturities more than one year at the time of purchase. The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value. Additionally, at March 31, 2021, the company had $i65 million of available-for-sale securities. The above noted securities are
included in cash and cash equivalents, marketable securities, other current assets and other assets in the interim Consolidated Balance Sheets. The company’s held-to-maturity securities relating to investments in foreign government bonds at March 31, 2022 and available-for-sale securities at March 31, 2021 are discussed further in the “Debt Securities” section below.
Derivative Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency and commodity price risks. The company has established a variety of derivative programs to be utilized for
financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.
Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps. The company has not designated any non-derivatives as hedging instruments.
The company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges, and multinational grain exporters. The company is exposed to credit
loss in the event of nonperformance by these counterparties. The company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The company anticipates performance by counterparties to these contracts and therefore no
Derivatives
not designated as hedging instruments:
Foreign currency contracts
$
i1,106
$
i103
$
i715
Commodity
contracts
$
i81
$
i4
$
i154
/
Foreign
Currency Risk
The company's objective in managing exposure to foreign currency fluctuations is to reduce earnings and cash flow volatility associated with foreign currency rate changes and to mitigate the exposure of certain investments in foreign subsidiaries against changes in the Euro/USD exchange rate. Accordingly, the company enters into various contracts that change in value as foreign exchange rates change to protect the value of its existing foreign currency-denominated assets, liabilities, commitments, investments and cash flows.
The company uses foreign exchange contracts to offset its net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of its operations. The primary business objective of this hedging program is to maintain an approximately balanced position in foreign currencies
so that exchange gains and losses resulting from exchange rate changes, after related tax effects, are minimized. The company also uses foreign currency exchange contracts to offset a portion of the company’s exposure to certain forecasted transactions as well as the translation of foreign currency-denominated earnings. The company also uses commodity contracts to offset risks associated with foreign currency devaluation in certain countries.
Commodity Price Risk
Commodity price risk management programs serve to reduce exposure to price fluctuations on purchases of inventory such as corn and soybeans. The company enters into over-the-counter and exchange-traded derivative commodity instruments to hedge the commodity price risk associated with agricultural commodity exposures.
Derivatives
Designated as Cash Flow Hedges
Commodity Contracts
The company enters into over-the-counter and exchange-traded derivative commodity instruments, including options, forwards, futures and swaps, to hedge the commodity price risk associated with agriculture commodity exposures.
While each risk management program has a different time maturity period, most programs currently do not extend beyond the next itwo years. Cash flow hedge results are reclassified into earnings
during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction is probable of not occurring.
The following table summarizes the after-tax effect of commodity contract cash flow hedges on accumulated other comprehensive income (loss):
i
Three
Months Ended March 31,
(In millions)
2022
2021
Beginning balance
$
i47
$
(i16)
Additions
and revaluations of derivatives designated as cash flow hedges
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
At March 31, 2022, an after-tax net gain of $i58 million is expected to be reclassified from accumulated other comprehensive income (loss) into earnings over the next twelve months.
Foreign
Currency Contracts
The company enters into forward contracts to hedge the foreign currency risk associated with forecasted transactions within certain foreign subsidiaries.
While each risk management program has a different time maturity period, most programs currently do not extend beyond the next itwo years. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction
is probable of not occurring.
The following table summarizes the after-tax effect of foreign currency cash flow hedges on accumulated other comprehensive income (loss):
i
Three
Months Ended March 31,
(In millions)
2022
2021
Beginning balance
$
i31
$
(i17)
Additions
and revaluations of derivatives designated as cash flow hedges
(i82)
i25
Clearance
of hedge results to earnings
i2
(i2)
Ending
balance
$
(i49)
$
i6
/
At
March 31, 2022, an after-tax net loss of $i49 million is expected to be reclassified from accumulated other comprehensive income (loss) into earnings over the next twelve months.
Derivatives Designated as Net Investment Hedges
Foreign Currency Contracts
The company has designated
€i450 million of forward contracts to exchange EUR as net investment hedges. The purpose of these forward contracts is to mitigate FX exposure related to a portion of the company’s Euro net investments in certain foreign subsidiaries against changes in Euro/USD exchange rates. These hedges will expire and be settled in 2023, unless terminated early at the discretion of the company.
The company elected to apply the spot method in testing for effectiveness of the hedging relationship.
Derivatives
not Designated in Hedging Relationships
Foreign Currency Contracts
The company uses foreign exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The company also uses foreign currency exchange contracts to offset a portion of the company’s exposure to the translation of certain foreign currency-denominated earnings so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated earnings
over the relevant aggregate period.
Commodity Contracts
The company utilizes options, futures and swaps that are not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as corn and soybeans. The company uses forward agreements, with durations less than one year, to buy and sell USD priced commodities in order to reduce its exposure to currency devaluation for a portion of its local currency cash balances. Counterparties to the forward sales agreements are multinational grain exporters and subject to the company’s financial risk management procedures.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Fair Value of Derivative Instruments
Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the interim Consolidated Balance Sheets. The presentation of the company's derivative assets and liabilities is as follows:
Net Amounts Included in the interim Consolidated Balance Sheet
Asset derivatives:
Derivatives designated as hedging instruments:
Foreign
currency contracts
Other current assets
$
i38
$
i—
$
i38
Derivatives
not designated as hedging instruments:
Foreign currency contracts
Other current assets
i52
(i32)
i20
Total
asset derivatives
$
i90
$
(i32)
$
i58
Liability
derivatives:
Derivatives designated as hedging instruments:
Foreign currency contracts
Accrued and other current liabilities
$
i16
$
—
$
i16
Derivatives
not designated as hedging instruments:
Foreign currency contracts
Accrued and other current liabilities
i46
(i30)
i16
Total
liability derivatives
$
i62
$
(i30)
$
i32
1. Counterparty
and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Effect of Derivative Instruments
i
Amount
of Gain (Loss) Recognized in OCI - Pre-Tax1
Three Months Ended March 31,
(In millions)
2022
2021
Derivatives designated as hedging instruments:
Net investment hedges:
Foreign
currency contracts
$
i7
$
i21
Cash
flow hedges:
Foreign currency contracts
(i102)
i31
Commodity
contracts
i86
i36
Total
derivatives designated as hedging instruments
$
(i9)
$
i88
1.OCI
is defined as other comprehensive income (loss).
Amount of Gain (Loss) Recognized in Income - Pre-Tax1
Three Months Ended March 31,
(In millions)
2022
2021
Derivatives
designated as hedging instruments:
Cash flow hedges:
Foreign currency contracts2
$
(i3)
$
i1
Commodity
contracts2
i18
i4
Total
derivatives designated as hedging instruments
$
i15
$
i5
Derivatives
not designated as hedging instruments:
Foreign currency contracts3
$
(i53)
$
i16
Foreign
currency contracts2
(i36)
i2
Commodity
contracts2
(i22)
(i12)
Total
derivatives not designated as hedging instruments
(i111)
i6
Total
derivatives
$
(i96)
$
i11
1.For
cash flow hedges, this represents the portion of the gain (loss) reclassified from accumulated OCI into income during the period.
2.Recorded in cost of goods sold in the interim Consolidated Statements of Operations.
/
3.Gain recognized in other income - net was partially offset by the related gain on the foreign currency-denominated monetary assets and liabilities of the company's operations. See Note 5 - Supplementary Information, to the interim Consolidated Financial Statements, for additional information.
Debt Securities
The
company’s debt securities include foreign government bonds classified as held-to-maturity securities at March 31, 2022 and U.S. treasuries classified as available-for-sale securities at March 31, 2021. The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value, and are held by certain foreign subsidiaries in which the USD is the functional currency. The estimated fair value of the available-for-sale securities at March 31, 2021 was determined using Level 1 inputs within the fair value hierarchy. Level 1 measurements were based on quoted market prices in active markets for identical assets and liabilities. The available-for-sale securities at March 31, 2021 were held by certain foreign subsidiaries in which the USD is
not the functional currency. The fluctuations in foreign exchange are recorded in accumulated other comprehensive income (loss) within the interim Consolidated Statements of Equity. These fluctuations are subsequently reclassified from accumulated other comprehensive income (loss) to earnings in the period in which the marketable securities are sold and the gains and losses on these securities offset a portion of the foreign exchange fluctuations in earnings for the company.
The following table provides the investing results from available-for-sale securities for the three months ended March 31, 2021:
i
Investing
Results
Three Months Ended March 31,
(In millions)
2021
Proceeds from sales of available-for-sale securities
1.See Note 15 - Financial Instruments for the classification of derivatives in the interim Consolidated Balance Sheets.
2.The company's equity securities are included in other assets in the interim Consolidated
Balance Sheets.
3.The company's investments in debt securities, which are available-for-sale, are included in "marketable securities" in the interim Consolidated Balance Sheets.
NOTE 17 - iSEGMENT INFORMATION
Corteva’s reportable
segments reflects the manner in which its chief operating decision maker ("CODM") allocates resources and assesses performance, which is at the operating segment level (seed and crop protection). For purposes of allocating resources to the segments and assessing segment performance, segment operating EBITDA is the primary measure used by Corteva’s CODM. The company defines segment operating EBITDA as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, corporate expenses, 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) costs, tax indemnification adjustments and environmental
remediation and legal costs associated with legacy EID businesses and sites. 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. 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 respective segment results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to
fair value volatility.
i
As of and for the Three Months Ended March 31,
(In millions)
Seed
Crop
Protection
Total
2022
Net sales
$
i2,524
$
i2,077
$
i4,601
Segment
operating EBITDA
$
i569
$
i491
$
i1,060
Segment
assets1
$
i24,146
$
i14,144
$
i38,290
2021
Net
sales
$
i2,492
$
i1,686
$
i4,178
Segment
operating EBITDA
$
i617
$
i321
$
i938
Segment
assets1
$
i24,799
$
i13,349
$
i38,148
1. Segment
assets at December 31, 2021 were $i23,270 million and $i12,428 million for Seed and Crop Protection, respectively.
Significant
Pre-tax (Charges) Benefits Not Included in Segment Operating EBITDA
The three months ended March 31, 2022 and 2021, respectively, included the following significant pre-tax (charges) benefits which are excluded from segment operating EBITDA:
1.Includes
Board approved restructuring plans and asset related charges as well as accelerated prepaid amortization expense. See Note 4 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements for additional information.
/
2.Consists of estimated Lorsban® related reserves.
NOTE 18 - iSUBSEQUENT
EVENTS
In response to Russia’s military conflict with Ukraine, in April 2022 the company announced its decision to withdraw from Russia and, having already paused new sales in the country, is initiating a plan to stop production and business activities. Russia contributes approximately i2 percent of the company's annual net sales. The company expects charges in the range of $i25
million to $i75 million in connection with the announcement.
Item 2.MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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) 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 2021 Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Economic activity continues to be impacted by the evolution of the novel coronavirus disease ("COVID-19"), although varying regionally depending on government policies and regulations and the rate, pace, and effectiveness of the containment efforts deployed by various national, state, and local governments, vaccination rates, and the ability of COVD-19 variants to overcome containment efforts, available vaccines, and medical treatments. These varying levels of recovery have created a misalignment of supply and demand for labor, transportation and logistic services, energy, raw materials and other inputs, which have been exasperated in certain regions by other events, including extreme weather and military conflict between Russia and Ukraine. Corteva will continue to actively monitor global conditions and may take further actions altering its business operations that it determines are in the best
interests of its stakeholders, or as required by federal, state, or local authorities. These alterations or modifications may impact the company's business, including the effects on its customers, employees, and prospects, or on its financial results for the foreseeable future. The ongoing factors driving volatility in global markets that could impact our business' earnings and cash flows include, but are not limited to military conflict and resulting economic sanctions, the inflation of, or unavailability of raw material inputs and transportation and logistics services, currency fluctuations, expectations of future planted area (as influenced by consumer demand, ethanol markets and government policies and regulations), trade and purchasing of commodities globally and relative commodity prices.
In response to Russia’s military conflict with Ukraine, in April 2022 the company announced
its decision to withdraw from Russia and, having already paused new sales in the country, is initiating a plan to stop production and business activities. Russia contributes approximately 2 percent of the company's annual net sales. The company expects charges in the range of $25 million to $75 million in connection with the announcement.
Share Buyback Plan
On August 5, 2021, Corteva, Inc. announced that its Board of Directors authorized a $1.5 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2021 Share Buyback Plan"). The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. In connection with the 2021 Share Buyback Plan, the company purchased and
retired 4,585,000 shares during the three months ended March 31, 2022 in the open market for a total cost of $235 million.
On June 26, 2019, Corteva, Inc. announced that its Board of Directors authorized a $1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2019 Share Buyback Plan"). The company completed the 2019 Share Buyback Plan during the third quarter of 2021. In connection with the 2019 Share Buyback Plan, the company purchased and retired 7,646,000 shares during the three months ended March 31, 2021 in the open market for a total cost of $350 million.
The following is a summary of results from continuing operations for the three months ended March 31, 2022:
•The company reported net sales of $4,601 million, up 10 percent versus the same quarter last year, reflecting a 9 percent increase in price and 7 percent increase in volume, partially offset by a (6) percent unfavorable currency impact. Volume and price gains were driven by early demand and continued penetration of new products, continued focus on the company's price for value strategy and pricing
for higher raw materials and logistical costs. The unfavorable currency impacts were led by the Turkish Lira and the Euro.
•Cost of goods sold ("COGS") totaled $2,724 million in the first quarter of 2022, up from $2,420 million in the first quarter of 2021, primarily driven by increased volumes, higher input costs, freight and logistics, which are primarily market-driven, partially offset by ongoing cost and productivity actions.
•Restructuring and asset related charges - net were $5 million in the first quarter of 2022, a decrease from $100 million in the first quarter of 2021. The charges for the three months ended March 31, 2022 primarily relates to the non-cash accelerated prepaid royalty amortization
expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.
•Income (loss) from continuing operations after income taxes was $577 million, as compared to $613 million in the same quarter last year.
•Operating EBITDA was $1,039 million for the three months ended March 31, 2022, improved from $904 million for the three months ended March 31, 2021 primarily driven by strong price execution and volume gains in all regions, partially offset by inflation and currency headwinds. Refer to page 47 for further discussion of the company's Non-GAAP financial measures.
In
addition to the financial highlights above, the following events occurred during the three months ended March 31, 2022:
•The company returned approximately $335 million to shareholders during the three months ended March 31, 2022 under its previously announced share repurchase program and through common stock dividends.
Net sales were $4,601 million and $4,178 million for the three months ended March 31, 2022 and 2021, respectively. The increase was primarily driven by a 9 percent increase in price and a 7 percent increase in volume versus the prior period, partially offset by a (6) percent unfavorable currency impact. Volume and price gains were driven by early demand and continued penetration of new products, continued focus on the company's price for value strategy and recovery of higher input costs. The unfavorable currency impacts were led by the Turkish Lira and the Euro.
COGS was $2,724 million (59 percent of net sales) and $2,420 million (58 percent of net sales) for the three months ended March 31, 2022 and 2021, respectively. The increase was primarily driven by increased volumes and higher input costs, freight and logistics, which are primarily market-driven. The increases are partially offset by ongoing cost and productivity actions. The market driven trends are expected to continue as global supply chains and logistics remain constrained across industries.
Research and Development
Expense
R&D expense was $268 million (6 percent of net sales) and $281 million (7 percent of net sales) for the three months ended March 31, 2022 and 2021, respectively. The decrease was primarily driven by decreases in contract labor, salaries and wages due to cost and productivity actions, and favorable currency, partially offset by additional spending on various R&D projects.
Selling, General and Administrative Expenses
SG&A expenses were $735 million (16 percent of net sales) and $733 million (18 percent of net sales) for the three months ended March 31, 2022 and 2021, respectively. SG&A
expenses were relatively flat, which was primarily driven by higher travel, promotion and advertising costs due to the lifting of COVID-19 restrictions, and bad debt expense, which were offset by favorable currency and a favorable impact from the company's deferred compensation plans due to market declines.
Amortization of Intangibles
Intangible asset amortization was $179 million and $183 million for the three months ended March 31, 2022 and 2021. See Note 10 - Other Intangible Assets, to the interim Consolidated Financial Statements for additional information.
Restructuring and asset related charges - net were $5 million and $100 million for the three months ended March 31, 2022 and 2021, respectively. The charges in the first quarter of 2021 primarily relate to severance and related benefit costs, contract termination charges, and asset related charges associated with 2021 Restructuring Actions.
In addition, during the three months ended March 31, 2022 and 2021, the company recognized $6 million and $7 million, respectively, in restructuring and asset related charges, net in the interim Consolidated
Statement of Operations, from non-cash accelerated prepaid royalty amortization expense related to the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.
See Note 4 - Restructuring and Asset Related Charges, Net, to the interim Consolidated Financial Statements for additional information.
Other Income - Net
Other income - net was $17 million and $337 million for the three months ended March 31, 2022 and 2021, respectively. The decrease was primarily driven by a decrease in non-operating pension and other post employment benefit credits due
to the prior year impact of the December 2020 OPEB plan amendments, estimated settlement reserves related to Lorsban®, an increase in mark-to-market losses on an equity security, and an increase in exchange losses.
Pre-tax net exchange losses were $47 million and $35 million for the three months ended March 31, 2022 and 2021 respectively. The company routinely uses forward exchange contracts to offset its net exposures, by currency denominated monetary assets and liabilities of its operations. 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. The net pre-tax exchange gains and 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 interim Consolidated Statement of Operations.
See Note 5 - Supplementary Information, to the interim Consolidated Financial Statements for additional information.
Interest Expense
Interest expense was $9 million and $7 million for the three months ended March 31, 2022 and 2021, respectively. The change was primarily driven by foreign currency loans entered into in 2022 and higher interest rates.
Provision for (Benefit from) Income Taxes on Continuing Operations
The company’s provision for
income taxes on continuing operations was $121 million for the three months ended March 31, 2022 on pre-tax income from continuing operations of $698 million, resulting in an effective tax rate of 17.3 percent. The effective tax rate was favorably impacted by changes in deferred taxes for certain prior year tax positions, as well as tax benefits from stock-based compensation.
The company’s provision for income taxes on continuing operations was $178 million for the three months ended March 31, 2021 on pre-tax income from continuing operations of $791 million, resulting in an effective tax rate of 22.5 percent. The effective tax rate was unfavorably impacted by the tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not
tax-deductible in their local jurisdictions, as well as geographic mix of earnings. Those unfavorable impacts were partially offset by $(7) million of net tax benefits associated with changes in accruals for certain prior year tax positions in various jurisdictions, as well as tax benefits from stock-based compensation.
EID Analysis of Operations
As discussed in Note 1 - Basis of Presentation, to the EID interim Consolidated Financial Statements, EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The below relates to EID only and is presented to provide an Analysis of Operations, only for the differences between EID and Corteva, Inc.
Interest Expense
EID’s
interest expense was $18 million and $22 million for the three months ended March 31, 2022 and 2021, respectively. The change was primarily driven by lower average borrowings on the related party loan between EID and Corteva, Inc., partially offset by the items noted above, under the header "Interest Expense." See Note 2 - Related Party Transactions, to the EID interim Consolidated Financial Statements for further information.
Provision for (Benefit from) Income Taxes on Continuing Operations
EID’s benefit from income taxes on continuing operations was $119 million for the three months ended March 31, 2022 on pre-tax loss from continuing operations of $689 million, resulting in an effective tax rate
of 17.3 percent. EID’s provision for
income taxes on continuing operations was $174 million for three months ended March 31, 2021 on pre-tax income from continuing operations of $776 million, resulting in an effective tax rate of 22.4 percent.
EID’s effective tax rates for the three months ended March 31, 2022 and 2021 were driven by a tax benefit related to the interest expense incurred on the related party loan between EID
and Corteva, Inc. and the items noted on page 42, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations.” See Note 2 - Related Party Transactions, to the EID Consolidated Financial Statements for further information.
Corporate Outlook
The company is affirming its previously provided outlook for the full-year 2022 net sales and Operating EBITDA. Net sales is expected to be in the range of $16.7 billion and $17.0 billion and Operating EBITDA is expected to be in the range of $2.8 billion and $3.0 billion. The company adjusted its expectations for Operating Earnings Per Share, which is now expected to be in the range of $2.35 and $2.55 per share, reflecting lower average share count.
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 (refer to page 48 for Significant Items recorded in the three months ended March 31, 2022 and 2021). During 2022, the company expects to record approximately $102 million for non-cash accelerated prepaid royalty amortization expense as restructuring and asset related charges. See Note 4 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for additional information on the company’s accelerated prepaid royalty amortization.
Recent
Accounting Pronouncements
See Note 2 - Recent Accounting Guidance, to the interim Consolidated Financial Statements for a description of recent accounting pronouncements.
The company operates in two reportable segments: Seed and Crop Protection.
Seed
The
company’s seed segment is a global leader in developing and supplying advanced germplasm and traits that produce optimum yield for farms around the world. The segment is a leader in many of the company’s key seed markets, including North America corn and soybeans, Europe corn and sunflower, as well as Brazil, India, South Africa and Argentina corn. The segment offers trait technologies that improve resistance to weather, disease, insects and herbicides used to control weeds, and trait technologies that enhance food and nutritional characteristics. In addition, the segment provides digital solutions that assist farmer decision-making with a view to optimize product selection and, ultimately, help maximize yield and profitability.
Crop Protection
The crop protection segment serves the global agricultural input industry with products that protect
against weeds, insects and other pests, and disease, and that improve overall crop health both above and below ground via nitrogen management and seed-applied technologies. The segment offers crop protection solutions that provide farmers the tools they need to improve productivity and profitability, and help keep fields free of weeds, insects and diseases. The segment is a leader in global herbicides, insecticides, nitrogen stabilizers and pasture and range management herbicides.
Summarized below are comments on individual segment net sales and segment operating EBITDA for the three months ended March 31, 2022 compared with the same period in 2021. The company defines segment operating EBITDA as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, corporate expenses,
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 OPEB benefit (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy EID businesses and sites. 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. See Note 17 - Segment Information, to the interim Consolidated Financial Statements for details related to significant pre-tax benefits (charges) excluded from segment operating EBITDA. All references to prices are based on local price unless otherwise
specified.
A reconciliation of segment operating EBITDA to income (loss) from continuing operations after income taxes for the three months ended March 31, 2022 and 2021 is included in Note 17 - Segment Information, to the interim Consolidated Financial Statements.
Seed net sales were $2,524 million in the first quarter of 2022, up 1 percent from $2,492 million in the first quarter of 2021. The increase was driven by an 8 percent increase in price. This gain was partially
offset by a 1 percent decline in volumes and a 6 percent unfavorable currency impact.
The increase in price was driven by strong execution globally, led by EMEA and North America, with corn price up 8 percent globally. The decline in volume was driven by seasonal timing of deliveries in North America, which was partially offset by strong demand for corn in Brazil. Unfavorable currency impacts were led by the Turkish Lira and the Euro.
Segment operating EBITDA was $569 million in the first quarter of 2022, down 8 percent from $617 million in the first quarter of 2021. Price execution and ongoing cost and productivity actions were more than offset by seasonal timing in North America, higher input and freight costs, the unfavorable impact of currency, and the unfavorable year-over-year impact from the remeasurement
of an equity investment.
Crop protection net sales were $2,077 million in the first quarter of 2022, up 23 percent from $1,686 million in the first quarter of 2021. The increase was driven by an 18 percent increase in volume and an 11 percent increase in price. These gains were partially offset by a 5 percent unfavorable currency impact and a 1 percent unfavorable portfolio impact.
The increase in volume was driven by strong early demand for herbicides in North America on supply concerns and continued penetration of new and differentiated products, including EnlistTM, ArylexTM, and RinskorTM herbicides and ZorvecTM
fungicide. 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 Turkish Lira and the Euro. The portfolio impact was driven by a divestiture in Asia Pacific.
Segment operating EBITDA was $491 million in the first quarter of 2021, up 53 percent from $321 million in the first quarter of 2021. Pricing and volume gains and productivity actions more than offset the unfavorable impact of currency, higher input costs, including raw material costs, and higher SG&A. Segment operating EBITDA margin improved by 460 basis points versus the prior-year period largely driven by new and differentiated technology.
The company presents certain financial measures that do not conform to U.S. GAAP and are considered non-GAAP measures. These measures include Operating EBITDA and operating earnings (loss) per share. 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 below.
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 OPEB benefits (costs), tax indemnification adjustments and environmental
remediation and legal costs associated with legacy businesses and sites. 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.
Reconciliation of Income (Loss) from Continuing Operations after Income Taxes to Operating EBITDA
Three Months Ended March 31,
(In millions)
2022
2021
Income
(loss) from continuing operations after income taxes (GAAP)
$
577
$
613
Provision for (benefit from) income taxes on continuing operations
121
178
Income (loss) from continuing operations before income taxes (GAAP)
698
791
Depreciation
and amortization
307
304
Interest income
(15)
(21)
Interest expense
9
7
Exchange (gains) losses
47
35
Non-operating
(benefits) costs
(65)
(311)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges
Total tax (provision) benefit impact of significant items2
6
23
Total significant items benefit (charge), after tax
$
(16)
$
(77)
1.Consists
of estimated Lorsban® related reserves.
2.Unless specifically addressed 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.
Reconciliation of Income (Loss) from Continuing Operations Attributable to Corteva and Earnings (Loss) Per Share of Common Stock from Continuing Operations - Diluted to Operating Earnings (Loss) and Operating Earnings (Loss) Per Share
Three
Months Ended March 31,
(In millions)
2022
2021
Income (loss) from continuing operations attributable to Corteva (GAAP)
$
574
$
610
Less: Non-operating
benefits - net, after tax
49
237
Less: Amortization of intangibles (existing as of Separation), after tax
(139)
(143)
Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax
(28)
1
Less:
Significant items benefit (charge), after tax
Earnings (loss) per share of common stock from continuing operations - diluted (GAAP)
$
0.79
$
0.81
Less:
Non-operating benefits - net, after tax
0.07
0.31
Less: Amortization of intangibles (existing as of Separation), after tax
(0.19)
(0.19)
Less: Mark-to-market gains on certain foreign currency contracts not designated as hedges, after tax
(0.04)
—
Less:
Significant items benefit (charge), after tax
(0.02)
(0.10)
Operating Earnings (Loss) Per Share (Non-GAAP)
$
0.97
$
0.79
Diluted Shares Outstanding (in millions)
730.9
749.6
Liquidity and
Capital Resources
Information related to the company's liquidity and capital resources can be found in the company’s 2021 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity & Capital Resources. The discussion below provides the updates to this information for the three months ended March 31, 2022.
The
increase in debt balances from December 31, 2021 was primarily due to funding the company’s seasonal working capital needs and capital expenditures. See further information in Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the interim Consolidated Financial Statements.
The company believes its ability to generate cash from operations and access to capital markets and commercial paper markets will be adequate to meet anticipated cash requirements to fund its operations, including seasonal working capital, capital
spending,
dividend payments, share repurchases and pension obligations. Corteva's strong financial position, liquidity and credit ratings will provide access as needed to capital markets and commercial paper markets to fund seasonal working capital needs. The company's liquidity needs can be met through a variety of sources, including cash provided by operating activities, commercial paper, syndicated credit lines, bilateral credit lines, long-term debt markets, bank financing and committed receivable repurchase facilities. Corteva considers the borrowing costs and lending terms when selecting the source to fund its operations and working capital needs.
The company had access to approximately $6.6 billion at March 31, 2022 and $6.4 billion at December 31, 2021, and March 31,
2021, respectively, in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans. In addition to the unused credit facilities, the company has a $500 million 2022 Repurchase Facility (as defined below). These facilities provide support to meet the company’s short-term liquidity needs and for general corporate purposes which may include funding of discretionary and non-discretionary contributions to certain benefit plans, severance payments, repayment and refinancing of debt, working capital, capital expenditures, repurchases and redemptions of securities and funding Corteva's costs and expenses.
In November 2018, EID entered into a $3.0 billion five-year revolving credit facility and a $3.0 billion three-year revolving credit facility (the “Revolving Credit Facilities”). The 2018 Revolving Credit
Facilities became effective May 2019. Corteva, Inc. became a party at the time of the Corteva Distribution. In May 2021, the company entered into an amendment that extended the maturity date of the 3-year revolving credit facility from May 2022 to May 2023. Other than the change in maturity date, there were no material modifications to the terms of the credit facility. During May 2022, the Credit Facilities were refinanced for purposes of extending the maturity dates to 2027 and 2025 for the 5-year and 3-year revolving credit facilities, respectively, lowering the facility amount of the 3-year revolving credit facility to $2 billion and transitioning the interest rate to a floating rate utilizing Adjusted Term SOFR plus a margin of 0.10 percent. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used, from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working
capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. The Revolving Credit Facilities also contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At March 31, 2022 the company was in compliance with these covenants.
The company enters into short-term and long-term foreign currency loans from time-to-time by accessing uncommitted revolving credit lines to fund working capital needs of foreign subsidiaries in the normal course of business (“Foreign Currency Loans”). Interest rates are variable and determined at the time of borrowing. Total unused bank credit lines on
the Foreign Currency Loans at March 31, 2022 was approximately $255 million. The company’s long-term Foreign Currency Loans have varying maturities through 2024.
In May 2020, EID issued $500 million of 1.70 percent Senior Notes due 2025 and $500 million of 2.30 percent Senior Notes due 2030 (the May 2020 Debt Offering). The proceeds of this offering are used for general corporate purposes.
The company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations affecting manufacturing plants, mineral producing properties or research facilities located in the U.S. and the consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations. The outstanding
long-term debt also contains customary default provisions.
The company has meaningful seasonal working capital needs based in part on providing financing to its customers. Working capital is funded through multiple methods including cash, commercial paper, a receivable repurchase facility, the Revolving Credit Facilities, and factoring.
In February 2022, in line with seasonal working capital requirements, the company entered into a committed receivable repurchase agreement of up to $500 million (the "2022 Repurchase Facility"), which expires in December 2022. Under the 2022 Repurchase Facility, Corteva may sell a portfolio of available and eligible outstanding customer notes receivables to participating institutions and simultaneously agree to repurchase at a future date. See further discussion of this facility in Note 11 - Short-Term Borrowings, Long-Term Debt and Available
Credit Facilities, to the interim Consolidated Financial Statements.
The company has factoring agreements with third-party financial institutions to sell its trade receivables under both recourse and non-recourse agreements in exchange for cash proceeds in an effort to reduce its receivables risk. For arrangements that include an element of recourse, the company provides a guarantee of the trade receivables in the event of customer default. Refer to Note 8 - Accounts and Notes Receivable - Net, to the interim Consolidated Financial Statements for more information.
The company
also organizes agreements with third-party financial institutions who directly provide financing for select customers of the company's seed and crop protection products in each region. Terms of the third-party loans are less than a year and programs are renewed on an annual basis. In some cases, the company guarantees a portion of the extension of such credit to such customers. Refer to Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements for more information on the company’s guarantees.
The company's cash, cash equivalents and marketable securities at March 31, 2022, December 31, 2021, and March 31, 2021 are $2.3 billion, $4.5 billion, and $2.5 billion, respectively, of which $2.2 billion, $2.9
billion, and $2.4 billion at March 31, 2022, December 31, 2021, and March 31, 2021, respectively, was held by subsidiaries in foreign countries, including United States territories. Upon actual repatriation, such earnings could be subject to withholding taxes, foreign and/or U.S. state income taxes, and taxes resulting from the impact of foreign currency movements. The cash held by foreign subsidiaries is generally used to finance the subsidiaries' operational activities and future foreign investments. At March 31, 2022, management believed that sufficient liquidity is available in the U.S. with global operating cash flows, borrowing capacity from existing committed credit facilities, and access to capital markets and commercial paper markets.
Summary
of Cash Flows
Cash provided by (used for) operating activities was $(2,730) million for the three months ended March 31, 2022 compared to $(1,950) million for the three months ended March 31, 2021. The change in cash used for operating activities was driven by an increase in working capital requirements primarily due to higher receivables from revenue growth, higher inventories for expected demand and changes in deferred revenue due to higher application of customer payments to accounts receivable.
Cash provided by (used for) investing activities was $(404) million for the three months ended March 31, 2022 compared to $36 million for the three months ended March
31, 2021. The change was primarily due to higher purchase of investments, lower proceeds from sales and maturities of investments, and higher capital expenditures.
Cash provided by (used for) financing activities was $714 million for the three months ended March 31, 2022 compared to $821 million for the three months ended March 31, 2021. The change was primarily due to lower proceeds from issuance of long-term debt, and lower borrowings partially offset by lower repurchases of common stock.
In January 2022, the company's Board of Directors authorized a common stock dividend of $0.14 per share, payable on March 15, 2022, to the shareholders of record on
March 1, 2022. In April 2022, the company's Board of Directors authorized a common stock dividend of $0.14 per share, payable on June 15, 2022, to the shareholders of record on May 13, 2022.
On August 5, 2021, the company's Board of Directors authorized a $1.5 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date (“2021 Share Buyback Plan”). The company repurchased $485 million under the 2021 Share Buyback Plan since the inception of the plan. In connection with the 2021 Share Buyback Plan, the company repurchased and retired 4,585,000 shares during the three months ended March
31, 2022 in the open market for a total cost of $235 million.
On June 26, 2019, the company's Board of Directors authorized a $1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date (“2019 Share Buyback Plan”). The company completed the 2019 Share Buyback Plan during the third quarter of 2021. In connection with the 2019 Share Buyback Plan, the company repurchased and retired 7,646,000 shares during the three months ended March 31, 2021 in the open market for a total cost of $350 million.
For the full year 2022, the company expects repurchases to exceed $800 million under the 2021 Share Buyback Plan discussed above. The
total amount, timing, price and volume of purchases will be based on market conditions, relevant securities laws and other market and company specific factors.
See Note 13 - Stockholders' Equity, to the interim Consolidated Financial Statements for additional information related to the share buyback plans.
EID Liquidity Discussion
As discussed in Note 1 - Basis of Presentation, to the EID interim Consolidated Financial Statements, EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The below relates to EID only and is presented to provide a Liquidity discussion for the differences between EID and Corteva, Inc.
EID’s cash provided by (used for) operating activities was $(2,727) million and $(1,946) million for the three months ended March 31, 2022 and 2021, respectively. The change was primarily driven by lower interest on related party debt and the items noted on page 50, under the header, "Summary of Cash Flow."
Cash provided by (used for) financing activities
EID’s cash provided by (used for) financing activities was $711 million for the three months ended March 31, 2022 compared to $817 million for the three months ended March
31, 2021. The change was primarily driven by lower borrowings and other financing activities.
See Note 2 - Related Party Transactions, to the EID interim Consolidated Financial Statements for further information on the related party loan between EID and Corteva, Inc.
Guarantees and Off-Balance Sheet Arrangements
For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company’s 2021 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements and Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.
Contractual
Obligations
Information related to the company's contractual obligations at December 31, 2021 can be found on page 64 of the company's 2021 Annual Report. There have been no material changes to the company’s contractual obligations outside the ordinary course of business from those reported in the company’s 2021 Annual Report.
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Note 15 - Financial Instruments, to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative
and Qualitative Disclosures About Market Risk, of the company's 2021 Annual Report, for information on the company's utilization of financial instruments and an analysis of the sensitivity of these instruments.
a) Evaluation of Disclosure Controls and Procedures
The
company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the company's reports filed or submitted under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.
As of March 31, 2022, the company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the company's disclosure controls and
procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.
b) Changes in Internal Control over Financial Reporting
There have been no changes in the company's internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.
E. I. du Pont de Nemours and Company
a) Evaluation of Disclosure Controls and Procedures
EID
maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in their reports filed or submitted under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.
As of March 31, 2022, EID's CEO and CFO, together with management, conducted an evaluation of the effectiveness of EID's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the
CEO and CFO concluded that these disclosure controls and procedures are effective.
b) Changes in Internal Control over Financial Reporting
There have been no changes in EID's internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, EID's internal control over financial reporting.
The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory matters arising out of the normal course of its current businesses or legacy EID businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the Separation of Corteva from DuPont.
Often these proceedings raise complex factual and legal issues, which are subject to risks and
uncertainties and which could require significant amounts of senior leadership team’s time. Litigation and other claims, along with regulatory proceedings, against the company could also materially adversely affect its operations, reputation, and/or result in the incurrence of unexpected expenses and liability. Even when the company believes liabilities are not expected to be material or the probability of loss or of an adverse unappealable final judgment is remote, the company may consider settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the company, including avoidance of future distraction and litigation defense cost, and its shareholders. Information regarding certain of these matters is set forth below and in Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.
Litigation
related to Corteva’s current businesses
Federal Trade Commission Investigation
On May 26, 2020, Corteva received a subpoena from the Federal Trade Commission (“FTC”) directing it to submit documents pertaining to its crop protection products generally, as well as business plans, rebate programs, offers, pricing and marketing materials specifically related to its acetochlor, oxamyl, rimsulfuron and other related products in order to determine whether Corteva engaged in unfair methods of competition through anticompetitive conduct. Corteva has cooperated with the FTC’s subpoena, and continues to believe the likelihood of material liability is remote.
Lorsban® Lawsuits
As of March
31, 2022, there were pending personal injury and remediation lawsuits filed against the former Dow Agrosciences LLC in California alleging injuries related to exposure to, or contamination by, chlorpyrifos, the active ingredient in Lorsban®, an insecticide used by commercial farms for field fruit, nut and vegetable crops. Corteva ended its production of Lorsban® in 2020. Further information with respect to these proceedings is set forth under “Lorsban® Lawsuits” in Note 12 – Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.
Litigation related to legacy EID businesses unrelated to Corteva’s current businesses
As discussed below and in Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, certain of the environmental proceedings and litigation allocated
to Corteva as part of the Separation from DuPont relate to the legacy EID businesses, including their use of PFOA, which, for purposes of this report, means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, which means per- and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs"). Management believes that it is reasonably possible that EID could incur liabilities related to PFOA in excess of amounts accrued. However, any such losses are not estimable at this time due to various reasons, including, among others, that the underlying matters are in their early stages and have significant factual issues to be resolved.
On January 22, 2021, Chemours, DuPont,
Corteva and EID entered into a binding memorandum of understanding containing a settlement to resolve legal disputes related to Chemours' responsibility for litigation and environmental liabilities allocated to it, and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct (the “MOU”). See Note 12 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further discussion.
Environmental Proceedings
The company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations. The matters below involve the potential for $1 million or more in monetary fines and are included
per Item 103(c)(3)(iii) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
Related to Corteva's current businesses
La Porte Plant, La Porte, Texas - Crop Protection - Release Incident Investigations
On November 15, 2014, there was a release of methyl mercaptan at EID's La Porte, Texas, facility. The release occurred at the site’s crop protection unit resulting in four employee fatalities inside the unit. The Chemical Safety Board (“CSB”) issued its final report on June 18, 2019, which included recommendations related to the emergency response program at La Porte.
Corteva responded to the CSB on September 30, 2019 outlining the actions it has taken to date to address the recommendations for the site and providing its plan to address the CSB’s remaining recommendations. After the conclusion of the CSB investigation, criminal U.S. Environmental Protection Agency ("EPA") and the Department of Justice ("DOJ") investigations related to the incident continued.
On January 8, 2021, EID and the facility's former unit operations leader were indicted by the DOJ on two felony and one misdemeanor charges of violations of the Clean Air Act related to the release. On January 18, 2022, the U.S. District Court of the Southern District
of Texas dismissed the felony charge for failing to implement a safety practice. The maximum statutory penalties per charge are $500,000, or twice the gross gain or loss derived from the incident, as well as up to three years of probation and related ongoing reporting obligations. The company moved to dismiss the remaining charges and the trial is currently scheduled for October 2022.
Related to legacy EID businesses unrelated to Corteva’s current businesses
In June 2012, EID began discussions with the EPA and the DOJ related to a multimedia inspection that the EPA conducted at the Sabine facility in March 2009 and December 2015. The discussions involve the management of materials in the facility's wastewater treatment
system, hazardous waste management, flare and air emissions, including leak detection and repair. A final consent decree was approved by the federal court in January 2022, pursuant to which EID agreed to pay a civil penalty of $3.1 million and attorney's fees to the State of Texas. Under the Separation Agreement, Corteva and DuPont share liabilities proportionally on the basis of 29% and 71%, respectively.
Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection
In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana. EID sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015. In the spring of 2017, the EPA, the DOJ, the Louisiana Department of Environmental
Quality, EID and Denka began discussions relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair. These discussions, which include potential settlement options, continue. Under the Separation Agreement, DuPont is defending and indemnifying the company in this matter.
New Jersey Directive PFAS
On March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Statewide PFAS Directive to several companies, including Chemours, DuPont, and EID. The Directive seeks information relating to the use and environmental release of PFAS and PFAS-replacement chemicals at and from two former EID sites in New Jersey, Chambers Works and Parlin, and a funding source for costs related to the NJDEP’s
investigation of PFAS issues and PFAS testing and remediation.
New Jersey Directive Pompton Lakes
On March 27, 2019, the NJDEP issued to Chemours and EID a Natural Resource Damages Directive relating to chemical contamination (non-PFAS) at and around EID’s former Pompton Lakes facility in New Jersey. The Directive alleges that this contamination has harmed the natural resources of New Jersey. It seeks $125,000 as reimbursement for the cost of preparing a natural resource damages assessment, which the State will use to determine the extent of such damage and the amount it expects to seek to restore the affected natural resources to their pre-damage state.
Natural Resource Damage Cases
Since
May 2017, several municipal water districts and state attorneys general have filed lawsuits against EID, Corteva, Chemours, 3M, and others, claiming contamination of public water systems by PFCs, including but not limited to PFOA. These actions with the municipalities and states seeking economic impact damages for alleged harm to natural resources, punitive damages, present and future costs to cleanup PFOA contamination and the abatement of alleged nuisance with filtration systems. Further information with respect to these proceedings is set forth under "Other PFOA Matters" in Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.
Netherlands Municipality Cases
In April 2021, four municipalities in the Netherlands filed complaints alleging contamination of land and groundwater resulting from
the emission of PFOA and GenX by Corteva, DuPont and Chemours. Further information with respect to these proceedings is set forth under "Other PFOA Matters" in Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.
Nebraska Department of Environment and Energy, AltEn Facility
The Environmental Protection Agency (“EPA”) and the Nebraska Department of the Environmental and Energy (“NDEE”) are pursuing investigations, response and removal actions, litigation and enforcement action
related to an ethanol plant located near Mead, Nebraska and owned and operated by AltEn LLC (“AltEn”). The agencies have alleged violations under the Resource Conservation and Recovery Act (“RCRA”) and other federal and state laws stemming from AltEn’s lack of compliance with the terms and conditions of its operating permits and other regulatory requirements. Corteva is one of six seed companies, who were customers of AltEn (collectively, the "Facility Response Group"), participating in the NDEE’s Voluntary Cleanup Program to address certain interim remediation needs at the site. In February 2022, Corteva, along with other members of the Facility Response Group, filed a lawsuit against AltEn and certain of its affiliates to preserve certain contractual and common law indemnification claims.
Item
1A. RISK FACTORS
The significant factors known to us that could materially adversely affect our business, financial condition, or operating results are described in our most recently filed annual report on Form 10-K under Item 1A - Risk Factors, and are supplemented by the following risk factor below.
Our business, financial condition and results of operations could be materially affected by disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine.
The global economy has been negatively impacted by the military conflict between Russia and Ukraine. Additionally, the company announced its decision to withdraw from Russia and, having already paused new sales in the country, is initiating a plan
to stop production and business activities. We have experienced shortages in materials, the inability to insure shipments, and increased costs for transportation, energy, and raw material and other inputs due in part to the negative impact of the Russia-Ukraine military conflict on the global economy. Further escalation of the military conflict or related geopolitical tensions, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chains. Such geopolitical instability and uncertainty has negatively impacted on our ability to sell to, ship products to, collect payments from, and support customers in certain regions. Logistics restrictions, including closures of air space and shipping ports, the reduction of the availability of farmable land, and the destruction of facilities
could further increase these adverse impacts and negatively impact demand for our products in the region. While Ukraine and Russia do not constitute a material portion of our business revenues, further escalation or expansion of economic disruption or the conflict's current scope could have a material adverse effect on our results of operations. In addition, the effects of the ongoing conflict could heighten many of our known risks described in Part I - Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 10, 2022.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table summarizes information with respect to the company's purchase of its common stock during the three months ended March 31, 2022:
Month
Total Number of Shares Purchased
Average Price Paid per Share
Total
Number of
Shares Purchased as Part of the Company's Publicly Announced Share Buyback Program1
Approximate Value
of Shares that May
Yet Be Purchased
Under the Program(1) (Dollars in millions)
January 2022
1,311,419
$
47.31
1,311,419
$
1,188
February
2022
1,269,140
49.94
1,269,140
1,125
March 2022
2,004,820
54.83
2,004,820
1,015
Total
4,585,379
$
51.32
4,585,379
$
1,015
1. On
August 5, 2021, Corteva, Inc. announced that its Board of Directors authorized a $1.5 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date. The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.
Separation
and Distribution Agreement by and among DuPont Inc., Dow Inc. and Corteva, Inc. (incorporated by reference to Exhibit No. 2.1 to Amendment 3 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on April 16, 2019).
Amended and Restated Certificate
of Incorporation of Corteva, Inc. (incorporated by reference to Exhibit No. 3.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on June 3, 2019).
Amended and Restated Certificate of Incorporation of E.I. du Pont de Nemours and Company (incorporated by reference to Exhibit 3.1 to E.I. du Pont de Nemours and Company’s
Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017).
Amended and Restated Bylaws of E.I. du Pont de Nemours and Company (incorporated by reference to Exhibit 3.2 to E.I. du Pont de Nemours and Company's Current Report on Form 8-K (Commission file number 1-815)
dated September 1, 2017).
4
Corteva agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of Corteva and its subsidiaries.
Section 1350 Certification of the company’s and EID’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
Section 1350
Certification of the company’s and EID’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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, thereunto duly authorized.
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, thereunto duly authorized.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE1- iBASIS OF PRESENTATION
Corteva, Inc. owns i100%
of the outstanding common stock of EID. EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The primary differences between Corteva, Inc. and EID are outlined below:
•Preferred Stock - EID has preferred stock outstanding to third parties which is accounted for as a non-controlling interest at the Corteva, Inc. level. Each share of EID Preferred Stock - $4.50 Series and EID Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EID and was unaffected by the Corteva Distribution.
•Related Party Loan - EID engaged in a series of debt redemptions during the second quarter of 2019 that were partially
funded through an intercompany loan from Corteva, Inc. This was eliminated in consolidation at the Corteva, Inc. level but remains on EID's consolidated financial statements at the standalone level (including the associated interest).
•Capital Structure - At March 31, 2022, Corteva, Inc.'s capital structure consists of i725,320,000 issued shares of common stock, par value $i0.01
per share.
The accompanying footnotes relate to EID only, and not to Corteva, Inc., and are presented to show differences between EID and Corteva, Inc.
For the footnotes listed below, refer to the following Corteva, Inc. footnotes:
•Note 1 - Summary of Significant Accounting Policies - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 2 - Recent Accounting Guidance - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 3 - Revenue - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements
•Note
4 - Restructuring and Asset Related Charges - Net - refer to page 12 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 5 - Supplementary Information - refer to page 13 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 6 - Income Taxes - refer to page 14 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 7 - Earnings Per Share of Common Stock - Not applicable for EID
•Note 8 - Accounts and Notes Receivable - Net - refer to page 16 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 9 - Inventories - refer to page 17 of the Corteva, Inc. interim Consolidated Financial
Statements
•Note 10 - Other Intangible Assets - refer to page 17 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities - refer to page 18 of the Corteva, Inc. interim Consolidated Financial Statements. In addition, EID has a related party loan payable to Corteva, Inc.; refer to EID Note 2 - Related Party Transactions, below
•Note 12 - Commitments and Contingent Liabilities - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 13 - Stockholders' Equity - refer to page 26 of the Corteva, Inc. interim Consolidated Financial Statements
•Note
14 - Pension Plans and Other Post Employment Benefits - refer to page 29 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 15 - Financial Instruments - refer to page 29 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 16 - Fair Value Measurements - refer to page 35 of the Corteva, Inc. interim Consolidated Financial Statements
•Note 17 - Segment Information - Differences exist between Corteva, Inc. and EID; refer to EID Note 3 - Segment Information, below
•Note 18 - Subsequent Events - refer to page 37 of the Corteva, Inc. interim Consolidated Financial Statements
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 - iRELATED PARTY TRANSACTIONS
Transactions with Corteva
In the second quarter of 2019, EID entered into a related party revolving loan from Corteva, Inc., with a maturity date in 2024. As of March 31,
2022, December 31, 2021, and March 31, 2021, the outstanding related party loan balance was $i1,825 million, $i2,162
million, and $i3,012 million, respectively (which approximates fair value), with interest rates of i1.67%, i1.67%,
and i1.62%, respectively, and is reflected as long-term debt - related party in EID's interim Consolidated Balance Sheets. Additionally, EID has incurred tax deductible interest expense of $ii9/
million and $i15 million for the three months ended March 31, 2022 and 2021, respectively, associated with the related party loan from Corteva, Inc.
As of March 31, 2022, December 31, 2021, and March 31, 2021, EID had payables to Corteva, Inc., of
$i32 million, $i27 million and $i55
million included in accrued and other current liabilities, respectively, and $i116 million, $i117 million, and $i91
million, included in other noncurrent obligations, respectively, in the interim Consolidated Balance Sheets related to Corteva's indemnification liabilities to Dow and DuPont per the Separation Agreements (refer to page 21 of the Corteva, Inc. interim Consolidated Financial Statements for further details of the Separation Agreements).
NOTE 3 - iSEGMENT INFORMATION
There
are no differences in reporting structure or segments between Corteva, Inc. and EID. In addition, there are no differences between Corteva, Inc. and EID segment net sales, segment operating EBITDA, segment assets, or significant items by segment; refer to page 36 of the Corteva, Inc. interim Consolidated Financial Statements for background information on the segments as well as further details regarding segment metrics. The tables below reconcile income (loss) from continuing operations after income taxes to segment operating EBITDA, as differences exist between Corteva, Inc. and EID.
Reconciliation to interim Consolidated Financial Statements
i
Income
(loss) from continuing operations after income taxes to segment operating EBITDA