Upgrade to SI Premium - Free Trial

Corteva Reports Fourth Quarter and Full Year 2019 Results and Provides 2020 Guidance

January 30, 2020 6:00 AM

WILMINGTON, Del., Jan. 30, 2020 /PRNewswire/ -- Corteva, Inc. (NYSE: CTVA) today reported financial results for the quarter ended December 31, 2019 and the full year 2019. The Company also provided 2020 guidance.

(PRNewsfoto/DowDuPont)

Full Year 2019 Results Overview

GAAP

Net Sales

EPS

Income from Cont. Ops. (After Tax)

$13.8 B

$0.02

$26 M

v. FY 20182

(3%)

+100%6

+101%6

Non-GAAP

Organic Sales1

Operating EPS1

Operating EBITDA1

$14.3 B

$1.43

$2.0 B

v. FY 20182

-%

(6)%

(4)%

  • Full year reported net sales for 2019 were $13.8 billion, down 3% versus the prior year, driven by currency.
  • GAAP earnings per share (EPS) from continuing operations were $0.02 for the full year – and GAAP income from continuing operations after taxes was $26 million.
  • Outside of North America,3 net sales in 2019 grew 1%, with an increase of 1% in Crop Protection and flat Seed sales. New product sales led to Rest of World organic sales1 growth of 7% in Crop Protection and 6% in Seed.
  • Operating EBITDA1 was $2.0 billion, down 4% versus prior year, as weather-related declines in North America and currency impacts were partially offset by cost savings, gain on divestitures, and contribution from new products.
  • Merger cost synergies were approximately $350 million for 2019, on track to deliver $1.2 billion by 2021.
  • Corteva returned approximately $220 million to shareholders in 2019, in line with previous commitments.

"Our results show that we capitalized on the strength of our product pipeline to realize above-market organic growth especially outside of North America. We also delivered on our cost-synergy commitments and intensified our productivity actions. In our first six months as a stand-alone company, we demonstrated our collective strengths and our ability to navigate unprecedented market conditions to finish strong."

"As we look forward, we expect more normal weather conditions in North America will set the stage for further performance improvements. We remain committed to driving shareholder value and financial results consistent with our stated priorities," said James C. Collins, Jr., Corteva Chief Executive Officer

Company Updates

  • Enlist E3™ Soybean Launch Accelerated: Corteva is accelerating the ramp-up of its Enlist E3™4 soybeans, as well as its Enlist One® and Enlist Duo® herbicides, in the U.S. and Canada. Solid commercial and research performance results for the system in 2019 support acceleration. More than 20 additional licensees have been signed in the fourth quarter for a total of 120 licensees.
  • Conkesta Insect Control Trait Receives China Approval: Corteva received import authorization from China for the Conkesta™ soybean insect control trait in the fourth quarter. The trait approval had been in progress in China since 2014. The receipt of China import approval is a necessary step for commercialization of Conkesta E3™ in Latin America, which is on track for the early 2020s.
  • Crop Protection Asset Sales Demonstrate Best-Owner Model: Corteva agreed to sell Chlorpyrifos assets in India; Bensulfuron-Methyl assets in Asia Pacific (excluding China); Quinoxyfen business assets; and a selection of U.S. herbicide brands during the fourth quarter. These actions are aligned with the Company's commitment to driving an active portfolio management approach focused on margin expansion and shareholder value creation.

1. Organic sales, Operating EPS, Pro Forma Operating EPS, Operating EBITDA and Pro Forma Operating EBITDA are non-GAAP measures. See page 6 for further discussion. 2. First Quarter 2019 and prior year GAAP information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. Non-GAAP measures for these periods are reconciled to the GAAP pro forma measure. 3. North America is defined as U.S. and Canada. EMEA is defined as Europe, Middle East and Africa. 4. Enlist E3™ soybeans are jointly developed by Dow AgroSciences and MS Technologies™ 5. The company does not provide the most comparable GAAP measure on a forward-looking basis. See page 6 for further discussion. 6. Full year 2019 improvement over prior year for Loss from Continuing Operations After Income Taxes and GAAP EPS is primarily due to the absence of a goodwill impairment charge recognized in the third quarter 2018. See page 3 of the Financial Statement Schedules for further disclosure.

4Q 2019 Results Overview

GAAP

Net Sales

EPS

Loss From Cont. Ops. (AT)

$3.0 B

$(0.06)

$(42) M

v. 4Q 2018

+6%

+94%

+94%

Non-GAAP

Organic Sales1

Operating EPS1

Operating EBITDA1

$3.1 B

$0.07

$224 M

v. 4Q 2018

9%

+170%

+348%

Summary of Fourth Quarter 2019

For the fourth quarter ended December 31, 2019, reported net sales increased 6% versus the same period last year, with organic sales1 increases of 9%.

Volumes increased 6% versus the prior-year period. Volume gains in both segments were driven primarily by North America as a result of stronger sales in multi-channel seed brands; penetration of EnlistTM herbicides in preparation for the 2020 planting season; and sales of new products in Latin America and EMEA3.

Local price increased 3% versus the prior-year period, with higher prices in Latin America due to favorable mix from PowerCore Ultra® sales. Currency was a headwind of 3%, primarily from the Brazilian Real.

The Company achieved approximately $50 million in merger-related synergies in the quarter.

GAAP loss from continuing operations after income taxes was $(42) million for the fourth quarter. Operating EBITDA1 was $224 million, a $174 million improvement versus the same period last year on a pro forma basis2.

Crop Protection operating EBITDA improvement reflects merger-related cost synergies, gains on divestitures, and higher sales. Seed Operating EBITDA improvement reflects pricing gains resulting from favorable mix, merger-related cost synergies and continued productivity.

The Company reported a loss of $(0.06) for GAAP EPS from continuing operations and operating EPS1 of $0.07 for the fourth quarter 2019.

($ in millions, except where noted)

FY

2019

FY

2018

%

Change

%

Organic Change1

Net Sales

$13,846

$14,287

(3)%

- %

North America

$6,929

$7,412

(7)%

(6)%

EMEA

$2,740

$2,765

(1)%

7%

Latin America

$2,889

$2,817

3%

8%

Asia Pacific

$1,288

$1,293

- %

3%

($ in millions, except where noted)

4Q

2019

4Q

2018

%

Change

%

Organic Change1

Net Sales

$2,983

$2,815

6%

9%

North America

$1,129

$978

15%

16%

EMEA

$404

$386

5%

7%

Latin America

$1,109

$1,083

2%

8%

Asia Pacific

$341

$368

(7)%

(6)%

Crop Protection Summary

Crop Protection net sales were $6.3 billion in 2019, down from $6.4 billion in 2018. The decrease was due to a 3% decline in currency and a 1% impact from portfolio, partially offset by a 1% increase in volume. Local price was flat.

Unfavorable currency impacts were primarily due to the Brazilian Real and the Euro. Volume gains driven by new product launches – including EnlistTM and ArylexTM herbicides, as well as IsoclastTM insecticide – were partially offset by unfavorable weather in North America, which resulted in lost spring applications.

Pricing gains from new product launches were offset by increased grower incentive program discounts in North America. The portfolio impact was driven by divestitures in North America and Asia Pacific.

Despite sales declines in 2019, Crop Protection pro forma operating EBITDA was $1.1 billion in 2019, essentially flat with 2018. Volume declines in North America, the unfavorable impact of currency and higher input costs more than offset cost synergies, sales from new products and ongoing productivity.

($ in millions, except where noted)

FY

2019

FY

2018

%

Change

%

Organic Change1

North America

$2,205

$2,438

(10)%

(9)%

EMEA

$1,362

$1,357

- %

7%

Latin America

$1,759

$1,715

3%

8%

Asia Pacific

$930

$935

(1)%

3%

Total FY Crop Protection Net Sales

$6,256

$6,445

(3)%

1%

Crop protection net sales for the fourth quarter of 2019 were $1.7 billion, up 3% versus the prior-year period. The increase was due to an 8% increase in volume, which was partially offset by a 3% decline in currency, 1% decline in local price and 1% impact from portfolio.

Volume gains were primarily driven by new product launches, including EnlistTM herbicide, coupled with a strong demand for insecticides in Latin America. Unfavorable currency impacts were primarily due to the Brazilian Real.

Pricing gains from new product launches were more than offset by increased grower incentive program discounts in North America. The portfolio impact was driven by divestitures in North America and Asia Pacific.

Crop Protection operating EBITDA was $277 million in the fourth quarter, up from $169 million in the same quarter last year. Cost synergies, gains on divestitures, and volume gains more than offset increased selling costs and the impact of portfolio changes.

($ in millions, except where noted)

4Q

2019

4Q

2018

%

Change

%

Organic Change1

North America

$643

$594

8%

9%

EMEA

$226

$200

13%

16%

Latin America

$615

$613

- %

7%

Asia Pacific

$256

$282

(9)%

(7)%

Total 4Q Crop Protection Net Sales

$1,740

$1,689

3%

7%

Seed Summary

Seed net sales were approximately $7.6 billion in 2019, down from $7.8 billion in 2018. The decrease was due to a 2% decline in currency and a 1% decline in volume. Local price was flat.

Unfavorable currency impacts were primarily due to the Brazilian Real, Eastern European currencies, and the Euro. Volume gains in corn in EMEA were more than offset by significant weather-related planting delays in North America, leading to a reduction in planted area for soybeans, and multi-channel and multi-brand rationalization impacts in North America.

Competitive pricing pressure in soybeans in the U.S. and increased soybean and corn replant in North America were offset by favorable mix and continued penetration of PowerCore Ultra® in Latin America.

Seed pro forma operating EBITDA was $1.0 billion in 2019, down 9% vs. the prior year. Competitive pricing pressure, the unfavorable impact of currency, increased commissions and input costs, and volume declines more than offset cost synergies and ongoing productivity.

($ in millions, except where noted)

FY

2019

FY

2018

%

Change

%

Organic Change (1)

North America

$4,724

$4,974

(5)%

(5)%

EMEA

$1,378

$1,408

(2)%

6%

Latin America

$1,130

$1,102

3%

7%

Asia Pacific

$358

$358

- %

4%

Total FY Seed Net Sales

$7,590

$7,842

(3)%

(1)%

Seed net sales were $1.2 billion in the fourth quarter of 2019, up from $1.1 billion in the same quarter last year. The increase was due to an 8% increase in local price and a 5% increase in volume, partially offset by a 3% decline in currency.

The increase in local price was primarily driven by favorable mix in Latin America from PowerCore Ultra® and in North America due to pricing gains in corn and licensing incomes. Volume gains were driven by increased deliveries of multi-channel brands in North America.

Unfavorable currency impacts were largely driven by the Brazilian Real.

Seed operating EBITDA was a seasonal loss of $(26) million for the fourth quarter of 2019, as compared to a loss of $(87) million in the same quarter last year. Pricing gains on favorable mix and cost synergies and ongoing productivity were partially offset by higher input costs driven by higher royalties and lower production yields.

($ in millions, except where noted)

4Q

2019

4Q

2018

%

Change

%

Organic Change (1)

North America

$486

$384

27%

26%

EMEA

$178

$186

(4)%

(3)%

Latin America

$494

$470

5%

11%

Asia Pacific

$85

$86

(1)%

(4)%

Total 4Q Seed Net Sales

$1,243

$1,126

10%

13%

Outlook

The Company provided guidance5 for full year 2020 net sales of approximately $14.5 billion and expects operating EBITDA of approximately $2.2 billion for the same period. The Company's operating EPS range is expected to be between $1.45 and $1.55 per share.

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 its control, such as significant items, without unreasonable effort.

Fourth Quarter Conference Call

The Company will host a live webcast of its fourth quarter and full-year earnings conference call with investors to discuss its results and outlook today, January 30, 2020, at 9:00 a.m. ET. The slide presentation that accompanies the conference call is posted on the Company's Investor Events and Presentations page. A replay of the webcast will also be available on the Investor Events and Presentations page.

About Corteva Agriscience

Corteva, Inc. (NYSE: CTVA) is a publicly traded, global pure-play agriculture company that provides farmers around the world with the most complete portfolio in the industry – including a balanced and diverse mix of seed, crop protection and digital solutions focused on maximizing productivity to enhance yield and profitability. With some of the most recognized brands in agriculture and an industry-leading product and technology pipeline well positioned to drive growth, the Company is committed to working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. Corteva became an independent public company on June 1, 2019, and was previously the Agriculture Division of DowDuPont. More information can be found at www.corteva.com.

Follow Corteva on Facebook, Instagram, LinkedIn, Twitter and YouTube.

Cautionary Statement About Forward-Looking Statements

This communication contains 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 "guidance", "plans," "expects," "will," "anticipates," "believes," "intends," "projects," "estimates" or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva's strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures, and financial results, as well as expected benefits from, the separation of Corteva from DuPont, 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 our forward-looking statements and other estimates 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 or estimates include: (i) effect of competition and consolidation in Corteva's industry; (ii) failure to successfully develop and commercialize Corteva's pipeline; (iii) failure to obtain or maintain the necessary regulatory approvals for some Corteva's products; (iv) failure to enforce Corteva's intellectual property rights or defend against intellectual property claims asserted by others; (v) effect of competition from manufacturers of generic products; (vi) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (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 the degree of public understanding and acceptance or perceived public acceptance of Corteva's biotechnology and other agricultural products; (ix) effect of changes in agricultural and related policies of governments and international organizations; (x) effect of disruptions to Corteva's supply chain, information technology or network systems; (xi) competitor's establishment of an intermediary platform for distribution of Corteva's products; (xii) effect of volatility in Corteva's input costs; (xiii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xiv) failure of Corteva's customers to pay their debts to Corteva, including customer financing programs; (xv) failure to realize the anticipated benefits of the internal reorganizations taken by DowDuPont in connection with the spin-off of Corteva; (xvi) failure to benefit from significant cost synergies and risks related to the indemnification obligations of legacy DuPont liabilities in connection with the separation of Corteva; (xvii) increases in pension and other post-employment benefit plan funding obligations; (xviii) effect of compliance with environmental laws and requirements and adverse judgments on litigation; (xix) risks related to Corteva's global operations; (xx) effect of climate change and unpredictable seasonal and weather factors; (xxi) effect of counterfeit products; (xxii) failure to effectively manage acquisitions, divestitures, alliances and other portfolio actions; and (xxiii) risks related to our estimates with respect to goodwill and intangible assets.

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 or other estimate, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements and estimates is included in the "Risk Factors" section of Exhibit 99.1 of Amendment No. 4 to Corteva's Registration Statement on Form 10 and of Corteva's Quarterly Report on Form 10-Q for the period ended September 30, 2019, as modified by subsequent reports on Form 10-Q, 10-K and Current Reports on Form 8-K.

Corteva Unaudited Pro Forma Financial Information

In order to provide the most meaningful comparison of results of operations, supplemental unaudited pro forma financial information for the first quarter of 2019 and prior has been included in this presentation. This presentation presents the pro forma results of Corteva, after giving effect to events that are (1) directly attributable to the merger of DuPont and Dow, debt retirement transactions related to paying off or retiring portions of Historical DuPont's existing debt liabilities, and the separation and distribution to DowDuPont stockholders of all the outstanding shares of Corteva common stock; (2) factually supportable and (3) with respect to the pro forma statements of income, expected to have a continuing impact on the consolidated results. Refer to Corteva's Form 10 registration statement filed on May 6, 2019, which can be found on the investors section of the Corteva website, for further details on the above transactions. The pro forma financial statements were prepared in accordance with Article 11 of Regulation S-X, and are presented for informational purposes only, and do not purport to represent what the results of operations would have been had the above actually occurred on the dates indicated, nor do they purport to project the results of operations for any future period or as of any future date.

Regulation G (Non-GAAP Financial Measures)

This earnings release includes information that does not conform to U.S. GAAP and are considered non-GAAP measures. These measures include organic sales, operating EBITDA, pro forma operating EBITDA, operating EBITDA margin, pro forma operating EBITDA margin, operating earnings per share, pro forma operating earnings per share, base tax rate, and pro forma base tax rate. Management believes that these non-GAAP measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year over year results. These non-GAAP measures supplement the Company's U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Reconciliations for these non-GAAP measures to U.S. GAAP are provided in the Selected Financial Information and Non-GAAP Measures starting on page 5 of the Financial Statement Schedules. For first quarter and prior year, these non-GAAP measures are being reconciled to a pro forma GAAP financial measure prepared and presented in accordance with Article 11 of Regulation S-X. See Article 11 Pro Forma Combined Statements of Operations starting on page 15 of the Financial Statement Schedules.

Corteva is not able to reconcile its forward-looking non-GAAP financial measures to their most comparable U.S. GAAP financial measures, as it is unable to predict with reasonable certainty items outside of the company's control, such as Significant Items, without unreasonable effort. For Significant items reported in the periods presented, refer to page 8 of the Financial Statement Schedules. Beginning January 1, 2020, the company will present accelerated prepaid royalty amortization expense as a significant item. Accelerated prepaid royalty amortization represents the noncash charge associated with the recognition of upfront payments made to Monsanto in connection with the Company's non-exclusive license in the United States and Canada for Monsanto's Genuity® Roundup Ready 2 Yield® Roundup Ready 2 Xtend® herbicide tolerance traits. During the five-year ramp-up period of Enlist E3TM, Corteva is expected to significantly reduce the volume of products with the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits beginning in 2021, with expected minimal use of the trait platform after the completion of the ramp-up.

Organic sales is defined as price and volume and excludes currency and portfolio impacts. Operating EBITDA is defined as earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits , net and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non-operating benefits, net consists of non-operating pension and other post-employment benefit (OPEB) credits, tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense. Operating EBITDA margin is defined as Operating EBITDA as a percentage of net sales. Operating earnings per share are defined as "Earnings per common share from continuing operations - diluted" excluding the after-tax impact of significant items (including goodwill impairment charges), the after-tax impact of non-operating benefits, net, and the after-tax impact of amortization expense associated with intangible assets existing as of the Separation from DowDuPont. 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. Base tax rate is defined as the effective tax rate excluding the impacts of foreign exchange gains (losses), non-operating benefits, net, amortization of intangibles as of the Separation from DowDuPont, and significant items (including goodwill impairment charges). All periods for the first quarter of 2019 and prior are on a pro forma basis as discussed above in the paragraph 'Corteva Unaudited Pro Forma Financial Information'.

® TM SM Trademarks and service marks of Dow AgroSciences, DuPont or Pioneer, and their affiliated companies or their respective owners.

1

Corteva, Inc.

Consolidated Statements of Operations

(Dollars in millions, except per share amounts)

Three Months Ended December 31,

Twelve Months Ended December 31,

2019

2018

2019

2018

Net sales

$

2,983

$

2,815

$

13,846

$

14,287

Cost of goods sold

1,968

2,024

8,575

9,948

Research and development expense

290

345

1,147

1,355

Selling, general and administrative expenses

747

694

3,065

3,041

Amortization of intangibles

161

107

475

391

Restructuring and asset related charges - net

55

228

222

694

Integration and separation costs

50

295

744

992

Goodwill impairment charge

4,503

Other income - net

125

131

215

249

Loss on early extinguishment of debt

81

13

81

Interest expense

24

86

136

337

Loss from continuing operations before income taxes

(187)

(914)

(316)

(6,806)

(Benefit from) provision for income taxes on continuing operations

(145)

156

(46)

(31)

Loss from continuing operations after income taxes

(42)

(1,070)

(270)

(6,775)

Income (loss) from discontinued operations after income taxes

24

548

(671)

1,748

Net loss

(18)

(522)

(941)

(5,027)

Net income attributable to noncontrolling interests

3

9

18

38

Net loss attributable to Corteva

$

(21)

$

(531)

$

(959)

$

(5,065)

Basic loss per share of common stock:

Basic loss per share of common stock from continuing operations

$

(0.06)

$

(1.44)

$

(0.38)

$

(9.08)

Basic earnings (loss) per share of common stock from discontinued operations

0.03

0.73

(0.90)

2.32

Basic loss per share of common stock

$

(0.03)

$

(0.71)

$

(1.28)

$

(6.76)

Diluted loss per share of common stock:

Diluted loss per share of common stock from continuing operations

$

(0.06)

$

(1.44)

$

(0.38)

$

(9.08)

Diluted earnings (loss) per share of common stock from discontinued operations

0.03

0.73

(0.90)

2.32

Diluted loss per share of common stock

$

(0.03)

$

(0.71)

$

(1.28)

$

(6.76)

Average number of shares outstanding used in earnings per share (EPS) calculation (in millions)1

Basic

749.6

749.4

749.5

749.4

Diluted

749.6

749.4

749.5

749.4

1.

On June 1, 2019, DuPont de Nemours, Inc. ("DuPont") distributed 748,815,000 shares of Corteva, Inc. common stock to holders of its common stock. Basic and diluted (loss) earnings per common share for the three and twelve months ended December 31, 2018 were calculated using the shares distributed on June 1, 2019 plus 582,000 of additional shares in which accelerated vesting conditions have been met.

2

Corteva, Inc.

Condensed Consolidated Balance Sheets

(Dollars in millions, except per share amounts)

December 31,

2019

December 31,

2018

Assets

Current assets

Cash and cash equivalents

$

1,764

$

2,270

Marketable securities

5

5

Accounts and notes receivable, net

5,528

5,260

Inventories

5,032

5,310

Other current assets

1,190

1,038

Assets of discontinued operations - current

9,089

Total current assets

13,519

22,972

Investment in nonconsolidated affiliates

66

138

Property, plant and equipment, net of accumulated depreciation December 31, 2019 - $3,326 and December 31, 2018 - $2,796

4,546

4,544

Goodwill

10,229

10,193

Other intangible assets

11,424

12,055

Deferred income taxes

287

304

Other assets

2,326

1,932

Assets of discontinued operations - noncurrent

56,545

Total Assets

$

42,397

$

108,683

Liabilities and Equity

Current liabilities

Short-term borrowings and finance lease obligations

$

7

$

2,154

Accounts payable

3,702

3,798

Income taxes payable

95

186

Accrued and other current liabilities

4,434

4,005

Liabilities of discontinued operations - current

3,167

Total current liabilities

8,238

13,310

Long-Term Debt

115

5,784

Other Noncurrent Liabilities

Deferred income tax liabilities

920

1,480

Pension and other post employment benefits - noncurrent

6,377

5,677

Other noncurrent obligations

2,192

1,795

Liabilities of discontinued operations - noncurrent

5,484

Total noncurrent liabilities

9,604

20,220

Commitments and contingent liabilities

Stockholders' equity

Common stock, $0.01 par value; 1,666,667,000 shares authorized;issued at December 31, 2019 - 748,577,000

7

Additional paid-in capital

27,997

Divisional equity

78,020

Accumulated deficit

(425)

Accumulated other comprehensive loss

(3,270)

(3,360)

Total Corteva stockholders' equity

24,309

74,660

Noncontrolling interests

246

493

Total equity

24,555

75,153

Total Liabilities and Equity

$

42,397

$

108,683

3

Corteva, Inc.

Pro Forma Consolidated Statements of Operations1

(Dollars in millions, except per share amounts)

Three Months Ended December 31,

Twelve Months Ended December 31,

2019 2

2018

2019

2018

Net sales

$

2,983

$

2,815

$

13,846

$

14,287

Cost of goods sold

1,968

1,906

8,386

8,449

Research and development expense

290

344

1,147

1,352

Selling, general and administrative expenses

747

694

3,068

3,042

Amortization of intangibles

161

107

475

391

Restructuring and asset related charges - net

55

228

222

694

Integration and separation costs

50

187

632

571

Goodwill impairment charge

4,503

Other income - net

125

131

215

249

Loss on early extinguishment of debt

13

Interest expense

24

25

91

76

(Loss) income from continuing operations before income taxes

(187)

(545)

27

(4,542)

(Benefit from) provision for income taxes on continuing operations

(145)

201

1

395

(Loss) income from continuing operations after income taxes

(42)

(746)

26

(4,937)

Net income from continuing operations attributable to noncontrolling interests

3

6

13

29

Net (loss) income from continuing operations attributable to Corteva

$

(45)

$

(752)

$

13

$

(4,966)

Basic (loss) earnings per share of common stock from continuing operations

$

(0.06)

$

(1.00)

$

0.02

$

(6.63)

Diluted (loss) earnings per share of common stock from continuing operations

$

(0.06)

$

(1.00)

$

0.02

$

(6.63)

Average number of shares outstanding used in earnings per share (EPS) calculation (in millions) 3

Basic

749.6

749.4

749.5

749.4

Diluted

749.6

749.4

749.5

749.4

1.

See Article 11 Pro Forma Combined Statements of Operations beginning on page 15.

2.

The three months ended December 31, 2019 are on an as reported basis.

3.

On June 1, 2019, DuPont distributed 748,815,000 shares of Corteva, Inc. common stock to holders of its common stock. Basic and diluted (loss) earnings per common share for the three and twelve months ended December 31, 2018 were calculated using the shares distributed on June 1, 2019 plus 582,000 of additional shares in which accelerated vesting conditions have been met.

4

Corteva, Inc.

Consolidated Segment Information

(Dollars in millions)

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

SEGMENT NET SALES - SEED

2019

2018

2019

2018

Corn

$

962

$

891

$

5,111

$

5,180

Soybean

74

45

1,371

1,494

Other oilseeds

92

93

561

607

Other

115

97

547

561

Seed

$

1,243

$

1,126

$

7,590

$

7,842

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

SEGMENT NET SALES - CROP PROTECTION

2019

2018

2019

2018

Herbicides

$

871

$

836

$

3,270

$

3,415

Insecticides

494

395

1,652

1,506

Fungicides

305

303

1,081

1,142

Other

70

155

253

382

Crop Protection

$

1,740

$

1,689

$

6,256

$

6,445

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

GEOGRAPHIC NET SALES - SEED

2019

2018

2019

2018

North America 1

$

486

$

384

$

4,724

$

4,974

EMEA 2

178

186

1,378

1,408

Asia Pacific

85

86

358

358

Latin America

494

470

1,130

1,102

Rest of World 3

757

742

2,866

2,868

Net Sales

$

1,243

$

1,126

$

7,590

$

7,842

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

GEOGRAPHIC NET SALES - CROP PROTECTION

2019

2018

2019

2018

North America 1

$

643

$

594

$

2,205

$

2,438

EMEA 2

226

200

1,362

1,357

Asia Pacific

256

282

930

935

Latin America

615

613

1,759

1,715

Rest of World 3

1,097

1,095

4,051

4,007

Net Sales

$

1,740

$

1,689

$

6,256

$

6,445

1. Reflects U.S. & Canada

2. Reflects Europe, Middle East, and Africa

3. Reflects EMEA, Latin America, and Asia Pacific

5

Corteva, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in millions, except per share amounts)

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2019

2018

2019

2018

OPERATING EBITDA

As Reported

Pro Forma

Pro Forma

Pro Forma

Seed

$

(26)

$

(87)

$

1,040

$

1,139

Crop Protection

277

169

1,066

1,074

Corporate Expenses

(27)

(32)

(119)

(141)

Operating EBITDA (Non-GAAP)

$

224

$

50

$

1,987

$

2,072

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2019

2018

2019

2018

RECONCILIATION OF (LOSS) INCOME FROM CONTINUING OPERATIONS AFTER INCOME TAXES TO OPERATING EBITDA

As Reported

Pro Forma

Pro Forma

Pro Forma

(Loss) income from continuing operations after income taxes (GAAP)

$

(42)

$

(746)

$

26

$

(4,937)

(Benefit from) provision for income taxes on continuing operations

(145)

201

1

395

(Loss) income from continuing operations before income taxes (GAAP)

(187)

(545)

27

(4,542)

Depreciation and amortization

289

242

1,000

909

Interest income

(13)

(23)

(59)

(86)

Interest expense

24

25

91

76

Exchange losses (gains) - net1

29

(63)

66

77

Non-operating benefits - net2

(23)

(56)

(129)

(211)

Goodwill impairment charge

4,503

Significant items charge3

105

470

991

1,346

Operating EBITDA (Non-GAAP)

224

50

1,987

2,072

1.

Refer to page 14 for pre-tax and after tax impacts of exchange losses (gains) - net.

2.

Non-operating benefits—net consists of non-operating pension and other post-employment benefit (OPEB) (benefits) costs, tax indemnification adjustments, 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.

3.

Refer to page 8 for pre-tax and after tax impacts of significant items.

6

Corteva, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in millions, except per share amounts)

PRICE - VOLUME - CURRENCY ANALYSIS

REGION

Q4 2019 vs. Q4 2018

Percent Change Due To:

Net Sales Change (GAAP)

Organic Change 1 (Non-GAAP)

Local Price &

Portfolio /

$

%

$

%

Product Mix

Volume

Currency

Other

North America

$

151

15

%

$

156

16

%

2

%

14

%

%

(1)

%

EMEA

18

5

%

25

7

%

4

%

3

%

(2)

%

%

Asia Pacific

(27)

(7)

%

(23)

(6)

%

(2)

%

(4)

%

1

%

(2)

%

Latin America

26

2

%

95

8

%

4

%

4

%

(6)

%

%

Rest of World

17

1

%

97

5

%

3

%

2

%

(4)

%

%

Total

$

168

6

%

$

253

9

%

3

%

6

%

(3)

%

%

SEED

Q4 2019 vs. Q4 2018

Percent Change Due To:

Net Sales Change (GAAP)

Organic Change 1 (Non-GAAP)

Local Price &

Portfolio /

$

%

$

%

Product Mix

Volume

Currency

Other

North America

$

102

27

%

$

100

26

%

10

%

16

%

%

1

%

EMEA

(8)

(4)

%

(7)

(3)

%

(1)

%

(2)

%

(1)

%

%

Asia Pacific

(1)

(1)

%

(4)

(4)

%

(2)

%

(2)

%

3

%

%

Latin America

24

5

%

53

11

%

12

%

(1)

%

(6)

%

%

Rest of World

15

2

%

42

6

%

7

%

(1)

%

(4)

%

%

Total

$

117

10

%

$

142

13

%

8

%

5

%

(3)

%

%

CROP PROTECTION

Q4 2019 vs. Q4 2018

Percent Change Due To:

Net Sales Change (GAAP)

Organic Change 1 (Non-GAAP)

Local Price &

Portfolio /

$

%

$

%

Product Mix

Volume

Currency

Other

North America

$

49

8

%

$

56

9

%

(4)

%

13

%

%

(1)

%

EMEA

26

13

%

32

16

%

9

%

7

%

(3)

%

%

Asia Pacific

(26)

(9)

%

(19)

(7)

%

(2)

%

(5)

%

1

%

(3)

%

Latin America

2

%

42

7

%

(1)

%

8

%

(7)

%

%

Rest of World

2

%

55

5

%

1

%

4

%

(4)

%

(1)

%

Total

$

51

3

%

$

111

7

%

(1)

%

8

%

(3)

%

(1)

%

7

Corteva, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in millions, except per share amounts)

PRICE - VOLUME - CURRENCY ANALYSIS

REGION

Twelve Months 2019 vs. Twelve Months 2018

Percent Change Due To:

Net Sales Change (GAAP)

Organic Change 1 (Non-GAAP)

Local Price &

Portfolio /

$

%

$

%

Product Mix

Volume

Currency

Other

North America

$

(483)

(7)

%

$

(448)

(6)

%

(2)

%

(4)

%

(1)

%

%

EMEA

(25)

(1)

%

189

7

%

2

%

5

%

(8)

%

%

Asia Pacific

(5)

%

43

3

%

2

%

1

%

(3)

%

%

Latin America

72

3

%

208

8

%

4

%

4

%

(5)

%

%

Rest of World

42

1

%

440

7

%

3

%

4

%

(6)

%

%

Total

$

(441)

(3)

%

$

(8)

%

%

%

(3)

%

%

SEED

Twelve Months 2019 vs. Twelve Months 2018

Percent Change Due To:

Net Sales Change (GAAP)

Organic Change 1 (Non-GAAP)

Local Price &

Portfolio /

$

%

$

%

Product Mix

Volume

Currency

Other

North America

$

(250)

(5)

%

$

(237)

(5)

%

(2)

%

(3)

%

%

%

EMEA

(30)

(2)

%

85

6

%

1

%

5

%

(8)

%

%

Asia Pacific

%

14

4

%

2

%

2

%

(4)

%

%

Latin America

28

3

%

82

7

%

8

%

(1)

%

(4)

%

%

Rest of World

(2)

%

181

6

%

4

%

2

%

(6)

%

%

Total

$

(252)

(3)

%

$

(56)

(1)

%

%

(1)

%

(2)

%

%

CROP PROTECTION

Twelve Months 2019 vs. Twelve Months 2018

Percent Change Due To:

Net Sales Change (GAAP)

Organic Change 1 (Non-GAAP)

Local Price &

Portfolio /

$

%

$

%

Product Mix

Volume

Currency

Other

North America

$

(233)

(10)

%

$

(211)

(9)

%

(3)

%

(6)

%

%

(1)

%

EMEA

5

%

104

7

%

2

%

5

%

(7)

%

%

Asia Pacific

(5)

(1)

%

29

3

%

3

%

%

(3)

%

(1)

%

Latin America

44

3

%

126

8

%

1

%

7

%

(5)

%

%

Rest of World

44

1

%

259

7

%

2

%

5

%

(5)

%

(1)

%

Total

$

(189)

(3)

%

$

48

1

%

%

1

%

(3)

%

(1)

%

1.

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

8

Corteva, Inc.

Significant Items

(Dollars in millions, except per share amounts)

SIGNIFICANT ITEMS BY SEGMENT (PRE-TAX)

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2019

2018

2019

2018

As Reported

Pro Forma

Pro Forma

Pro Forma

Seed

$

(90)

$

(150)

$

(304)

$

(399)

Crop Protection

1

(16)

(23)

(58)

Corporate

(16)

(304)

(664)

(889)

Total significant items before income taxes

$

(105)

$

(470)

$

(991)

$

(1,346)

SIGNIFICANT ITEMS - PRE-TAX, AFTER TAX, AND EPS IMPACTS

Pre-tax

After tax10

($ Per Share)11

2019

2018

2019

2018

2019

2018

1st Quarter

Pro Forma

Pro Forma

Pro Forma

Pro Forma

Pro Forma

Pro Forma

Integration costs 1

$

(100)

$

(124)

$

(16)

$

(93)

$

(0.02)

$

(0.12)

Restructuring and asset related charges, net 2

(61)

(130)

(53)

(100)

(0.07)

(0.13)

Loss on divestiture 3

(24)

(24)

(0.03)

Income tax items 4

(50)

(102)

(0.14)

1st Quarter - Total

$

(185)

$

(304)

$

(93)

$

(295)

$

(0.12)

$

(0.39)

2nd Quarter

As Reported

Pro Forma

As Reported

Pro Forma

As Reported

Pro Forma

Integration and separation costs 1

$

(330)

$

(126)

$

(436)

$

(97)

$

(0.58)

$

(0.13)

Restructuring and asset related charges, net 2

(60)

(101)

(48)

(81)

(0.06)

(0.11)

Gain on sale of assets 5

24

19

0.03

Amortization of inventory step up 6

(52)

(41)

(0.06)

Loss on early extinguishment of debt 7

(13)

(10)

(0.01)

Income tax items 4

(7)

(0.01)

2nd Quarter - Total

$

(455)

$

(203)

$

(535)

$

(166)

$

(0.71)

$

(0.22)

3rd Quarter

As Reported

Pro Forma

As Reported

Pro Forma

As Reported

Pro Forma

Integration and separation costs 1

$

(152)

$

(134)

$

(119)

$

(162)

$

(0.16)

$

(0.22)

Restructuring and asset related charges, net 2

(46)

(235)

(34)

(192)

(0.04)

(0.26)

Amortization of inventory step up 6

(15)

(15)

(0.02)

Argentina currency devaluation 8

(33)

(38)

(0.05)

Income tax items4

38

(2)

0.05

3rd Quarter - Total

$

(246)

$

(369)

$

(168)

$

(356)

$

(0.22)

$

(0.48)

4th Quarter

As Reported

Pro Forma

As Reported

Pro Forma

As Reported

Pro Forma

Integration and separation costs 1

$

(50)

$

(187)

$

20

$

(147)

$

0.03

$

(0.20)

Restructuring and asset related charges, net 2

(55)

(228)

(42)

(172)

(0.06)

(0.23)

Loss on divestiture 3

(2)

(3)

Loss on deconsolidation of subsidiary 9

(53)

(41)

(0.05)

Income tax items4

34

(274)

0.05

(0.37)

4th Quarter - Total

$

(105)

$

(470)

$

12

$

(637)

$

0.02

$

(0.85)

Year-to-date Total 11

$

(991)

$

(1,346)

$

(784)

$

(1,454)

$

(1.04)

$

(1.94)

9 Corteva, Inc. Condensed Consolidated Balance Sheets (Dollars in millions, except per share amounts)

1.

Integration and separation costs is included in "Integration and separation costs" on the Consolidated Statement of Operations. Beginning in Q2 2019, this includes both integration and separation costs.

The after tax benefit for the fourth quarter of 2019 includes a net tax benefit of $48 related to application of the U.S. Tax Reform's foreign tax provisions.

The after tax charge for the third quarter of 2019 includes a net tax benefit of $13 related to application of the U.S. Tax Reform's foreign tax provisions.

The after tax charge for the second quarter of 2019 includes a net tax charge of $(114) related to U.S. state blended tax rate changes associated with the Business Separations and a net tax charge of $(96) related to application of the U.S. Tax Reform's foreign tax provisions.

The after tax charge for the first quarter of 2019 includes a net tax charge of $(32) related to U.S. state blended tax rate changes associated with the Business Separations and a tax benefit of $102 related to an internal legal entity restructuring associated with the Business Separations.

2.

Fourth quarter, third quarter, second quarter, and first quarter 2019 included restructuring and asset related charges of $(55), $(46), $(60) and $(61), respectively. The charge for the fourth quarter included a $(90) non-cash intangible asset impairment charge as a result of the company's decision to accelerate the ramp up of the Enlist E3TM trait platform in the company's soybean portfolio mix across all brands, including Pioneer brands, over the next five years with minimal use of the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® traits thereafter for the remainder of the Roundup Ready 2 License Agreement. This charge was partially offset by a benefit of $22 associated with the DowDuPont Cost Synergy Program and a benefit of $13 associated with the DowDuPont Agriculture Division Restructuring Program. The charge for the third quarter included a $(54) non-cash asset impairment related to certain intangible assets that primarily relate to heritage Dow AgroSciences intangibles previously acquired from Cooperativa Central de Pesquisa Agrícola's ("Coodetec"), classified as developed technology, other intangible assets and in-process research and development ("IPR&D"), partially offset by a benefit of $8 associated with the DowDuPont Cost Synergy Program. The charge for the first and second quarter is primarily related to the DowDuPont Cost Synergy Program.

Fourth quarter, third quarter, second quarter, and first quarter 2018 included restructuring and asset related charges of $(228), $(235), $(101) and $(130), respectively. The charges for the first and second quarter primarily related to the DowDuPont Cost Synergy Program. The charges for the third quarter included a $(109) charge related to the DowDuPont Cost Synergy Program, an $(85) non-cash asset impairment related to certain IPR&D intangibles, and a $(41) other than temporary non-cash impairment related to an investment in nonconsolidated affiliates in China. The charges for the fourth quarter consisted of a $(144) charge related to the DowDuPont Cost Synergy Program and an $(84) charge related to the DowDuPont Agriculture Division Restructuring Program.

3.

First quarter 2019 included a loss of $(24) included in other income - net related to Historical Dow's sale of a joint venture related to synergy actions.

Fourth quarter 2018 includes a $(2) loss related to an asset sale.

4.

Fourth quarter 2019 includes an after tax benefit related to the impact of the release of a tax valuation allowance recorded against the net deferred tax asset position of a Swiss legal entity.

Third quarter 2019 includes an after tax benefit related to Swiss Tax Reform.

Fourth quarter 2018 relates to effects of U.S. tax reform.

Third quarter 2018 includes an after tax benefit related to the impacts of a tax valuation allowance recorded against the net deferred tax asset position of a Brazilian legal entity ($75 expense), a tax charge related to an internal legal entity restructuring associated with the Business Separations ($25 expense), and U.S. Tax Reform ($16 expense), which were almost entirely offset by the impact of the company's discretionary pension contribution in 2018 which was deducted on a 2017 tax return ($114 benefit).

Second quarter 2018 relates to effects of U.S. tax reform.

First quarter 2018 includes a $(50) pre-tax foreign exchange loss related to adjustments to foreign currency exchange contracts as a result of U.S. tax reform and a $(64) after tax charge related to effects of U.S. tax reform.

5.

Second quarter 2018 includes a gain of $24 included in other income - net related to an asset sale.

6.

Third quarter and second quarter 2019 include amortization of inventory step up of $(15) and $(52), respectively, included in cost of goods sold related to the amortization of the inventory step-up in connection with the Merger.

10 Corteva, Inc. Significant Items (Dollars in millions, except per share amounts)

7.

Second quarter 2019 includes a loss on the early extinguishment of debt related to the difference between the redemption price and the par value of the Make Whole Notes and Term Loan Facility, partially offset by the write-off of unamortized step-up related to the fair value step-up of EID's debt.

8.

Third quarter 2019 includes a $(33) loss included in other income - net associated with remeasuring the company's Argentine Peso net monetary assets, resulting from an unexpected August primary election result in Argentina. Throughout the three months ended September 30, 2019, the Argentine Peso dropped approximately a third of its value against the U.S. dollar and in September of 2019, the country's central bank announced new restrictions on foreign currency transactions. The after tax charge of $(38) includes a tax valuation allowance recorded against the net deferred tax asset position of an Argentine legal entity.

9.

Fourth quarter 2018 includes a loss related to the deconsolidation of a subsidiary.

10.

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

11.

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

11

Corteva, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in millions, except per share amounts)

Operating Earnings (Loss) Per Share (Non-GAAP)

Operating earnings (loss) per share is defined as earnings per share from continuing operations – diluted, excluding non-operating benefits - net, amortization of intangibles (existing as of Separation), significant items, and goodwill impairment charges.

Three Months EndedDecember 31,

2019

20182

2019

20182

$

$

EPS (diluted)

EPS (diluted)

Net loss from continuing operations attributable to Corteva (GAAP)

$

(45)

$

(752)

$

(0.06)

$

(1.00)

Less: Non-operating benefits - net, after tax 1

16

44

0.02

0.06

Less: Amortization of intangibles (existing as of Separation), after tax

(126)

(86)

(0.17)

(0.11)

Less: Significant items benefit (charge), after tax

12

(637)

0.02

(0.85)

Operating Earnings (Loss) (Non-GAAP)

$

53

$

(73)

$

0.07

$

(0.10)

Twelve Months EndedDecember 31,

20192

20182

20192

20182

$

$

EPS (diluted)

EPS (diluted)

Net income (loss) from continuing operations attributable to Corteva (GAAP)

$

13

$

(4,966)

$

0.02

$

(6.63)

Less: Non-operating benefits - net, after tax 1

100

165

0.13

0.22

Less: Amortization of intangibles (existing as of Separation), after tax

(376)

(313)

(0.50)

(0.42)

Less: Goodwill impairment charge, after tax

(4,503)

(6.01)

Less: Significant items charge, after tax

(784)

(1,454)

(1.04)

(1.94)

Operating Earnings (Non-GAAP)

$

1,073

$

1,139

$

1.43

$

1.52

1.

Non-operating benefits—net consists of non-operating pension and other post-employment benefit (OPEB) benefits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy 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.

2.

Periods are presented on a Pro Forma Basis, prepared in accordance with Article 11 of Regulation S-X.

12

Corteva, Inc.

Operating EBITDA to Operating Earnings Per Share

(Dollars in millions, except per share amounts)

Operating EBITDA to Operating Earnings (Loss) Per Share

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2019

2018

2019

2018

As Reported

Pro Forma

Pro Forma

Pro Forma

Operating EBITDA (Non-GAAP)1

$

224

$

50

1,987

2,072

Depreciation

(128)

(135)

(525)

(518)

Interest Income

13

23

59

86

Interest Expense

(24)

(25)

(91)

(76)

(Provision for) benefit from income taxes on continuing operations before significant items, goodwill impairment charges, non-operating benefits - net, amortization of intangibles (existing as of Separation), and exchange (gains) losses, net (Non-GAAP)

(15)

35

(280)

(255)

Base income tax rate from continuing operations (Non-GAAP)1

17.6

%

40.2

%

19.6

%

16.3

%

Exchange losses - net, after tax2

(14)

(15)

(64)

(141)

Net income attributable to non-controlling interests

(3)

(6)

(13)

(29)

Operating Earnings (Loss) (Non-GAAP)1

$

53

$

(73)

$

1,073

$

1,139

Diluted Shares (in millions)

749.6

749.4

749.5

749.4

Operating Earnings (Loss) Per Share (Non-GAAP)1

$

0.07

$

(0.10)

$

1.43

$

1.52

1.

Refer to pages 5, 11, and 13 for Non-GAAP reconciliations.

2.

Refer to page 14 for pre-tax and after tax impacts of exchange gains (losses) - net.

13

Corteva, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in millions)

Reconciliation of Base Income Tax Rate to Effective Income Tax Rate

Base income tax rate is defined as the effective income tax rate less the effect of exchange gains (losses), significant items, goodwill impairment charges, amortization of intangibles (existing as of Separation), and non-operating benefits - net.

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2019

2018

2019

2018

As Reported

Pro Forma

Pro Forma

Pro Forma

(Loss) income from continuing operations before income taxes (GAAP)

$

(187)

$

(545)

$

27

$

(4,542)

Add: Significant items - charge 1

105

470

991

1,346

Goodwill impairment charge

4,503

Non-operating benefits - net

(23)

(56)

(129)

(211)

Amortization of intangibles (existing as of Separation)

161

107

475

391

Less: Exchange (losses) gains, net 2

(29)

63

(66)

(77)

Income (loss) from continuing operations before income taxes, significant items, goodwill impairment charges, non-operating benefits - net, amortization of intangibles (existing as of Separation), and exchange (gains) losses, net (Non-GAAP)

$

85

$

(87)

$

1,430

$

1,564

(Benefit from) provision for income taxes on continuing operations (GAAP)

$

(145)

$

201

$

1

$

395

Add: Tax benefits (expenses) on significant items charge

117

(167)

207

(108)

Tax expenses on goodwill impairment charge

Tax expenses on non-operating benefits - net

(7)

(12)

(29)

(46)

Tax benefits on amortization of intangibles (existing as of Separation)

35

21

99

78

Tax benefits (expenses) on exchange gains (losses), net

15

(78)

2

(64)

Provision for (benefit from) income taxes on continuing operations before significant items, goodwill impairment charges, non-operating benefits - net, amortization of intangibles (existing as of Separation), and exchange (gains) losses, net (Non-GAAP)

$

15

$

(35)

$

280

$

255

Effective income tax rate (GAAP)

77.5

%

(36.9)

%

3.7

%

(8.7)

%

Significant items, goodwill impairment charge, non-operating benefits, and amortization of intangibles (existing as of Separation) effect

(77.5)

%

(142.3)

%

16.7

%

30.2

%

Tax rate from continuing operations before significant items, goodwill impairment charge, non-operating benefits - net, and amortization of intangibles (existing as of Separation)

%

(179.2)

%

20.4

%

21.5

%

Exchange gains (losses), net effect

17.6

%

219.4

%

(0.8)

%

(5.2)

%

Base income tax rate from continuing operations (Non-GAAP)

17.6

%

40.2

%

19.6

%

16.3

%

1. See Significant Items table for further detail.

2. Pre-tax exchange gains (losses), net for the twelve months ended December 31, 2019, on an operating earnings basis (Non-GAAP), exclude a $(33) exchange loss associated with the devaluation of the Argentine peso. Pre-tax exchange loss, net for the twelve months ended December 31, 2018, on an operating earnings basis (Non-GAAP), excludes a $(50) exchange loss related to adjustments to foreign currency exchange contracts as a result of U.S. tax reform.

14

Corteva, Inc.

(Dollars in millions, except per share amounts)

Exchange Gains/Losses

The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the United States (U.S.), whereas the offsetting exchange gains (losses) on the remeasurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in other income (expense) - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the Consolidated Statements of Operations.

Three Months EndedDecember 31,

Twelve Months EndedDecember 31,

2019

2018

2019

2018

Subsidiary Monetary Position Gain (Loss)

Pre-tax exchange gains (losses)

$

18

$

(4)

$

(8)

$

(221)

Local tax benefits (expenses)

4

(63)

(11)

(31)

Net after tax impact from subsidiary exchange gains (losses)

$

22

$

(67)

$

(19)

$

(252)

Hedging Program (Loss) Gain

Pre-tax exchange (losses) gains

$

(47)

$

67

$

(58)

$

144

Tax benefits (expenses)

11

(15)

13

(33)

Net after tax impact from hedging program exchange (losses) gains

$

(36)

$

52

$

(45)

$

111

Total Exchange (Loss) Gain

Pre-tax exchange (losses) gains 1

$

(29)

$

63

$

(66)

$

(77)

Tax benefits (expenses)

15

(78)

2

(64)

Net after tax exchange losses

$

(14)

$

(15)

$

(64)

$

(141)

As shown above, the "Total Exchange (Loss) Gain" is the sum of the "Subsidiary Monetary Position Loss" and the "Hedging Program Gain (Loss)."

1. Pre-tax exchange (losses) gains, net for the twelve months ended December 31, 2019, on an operating earnings basis (Non-GAAP), excludes a $(33) exchange loss associated with the devaluation of the Argentine peso. Pre-tax exchange loss, net for the twelve months ended December 31, 2018, on an operating earnings basis (Non-GAAP), excludes a $(50) exchange loss related to adjustments to foreign currency exchange contracts as a result of U.S. tax reform.

15

Corteva, Inc.

Article 11 Pro Forma Combined Statement of Operations

(Dollars in millions, except per share amounts)

Three Months Ended

December 31, 2018

As Reported Corteva

Adjustments

Pro Forma Corteva

Merger1

Debt Retirement2

Separations Related3

Net sales

$

2,815

$

$

$

$

2,815

Cost of goods sold

2,024

(130)

12

1,906

Research and development expense

345

(1)

344

Selling, general and administrative expenses

694

694

Amortization of intangibles

107

107

Restructuring and asset related charges - net

228

228

Integration and separation costs

295

(108)

187

Other income - net

131

131

Loss on early extinguishment of debt

81

(81)

Interest expense

86

(61)

25

Loss from continuing operations before income taxes

(914)

130

142

97

(545)

Provision for income taxes on continuing operations

156

31

32

(18)

201

Loss from continuing operations after income taxes

(1,070)

99

110

115

(746)

Net income from continuing operations attributable to noncontrolling interests

6

6

Net loss from continuing operations attributable to Corteva

$

(1,076)

$

99

$

110

$

115

$

(752)

Basic loss per share of common stock from continuing operations

$

(1.44)

$

(1.00)

Diluted loss per share of common stock from continuing operations

$

(1.44)

$

(1.00)

Average number of shares outstanding used in earnings per share (EPS) calculation (in millions):

Basic

749.4

749.4

Diluted

749.4

749.4

1.

Related to the amortization of EID's agriculture business' inventory step-up recognized in connection with the Merger, as the incremental amortization is directly attributable to the Merger and will not have a continuing impact.

2.

Represents removal of interest expense related to the debt redemptions/repayments and the removal of loss on extinguishment of debt related to the difference between the redemption price and the par value of the Make Whole Notes, the Term Loan Facility, and the SMR Notes, partially offset by the write-off of unamortized step-up related to the fair value step-up of EID's debt.

3.

Adjustments directly attributable to the separations and distributions of Corteva, Inc. include the following: removal of Telone® Soil Fumigant business ("Telone®") results (as Telone® did not transfer to Corteva as part of the common control combination of DAS); impact from the distribution agreement entered into between Corteva and Dow that allows for Corteva to become the exclusive distributor of Telone® products for Dow; elimination of one-time transaction costs directly attributable to the Corteva Distribution; the impact of certain manufacturing, leasing and supply agreements entered into in connection with the Corteva Distribution; and the related tax impacts of these items.

16

Corteva, Inc.

Article 11 Pro Forma Combined Statement of Operations

(Dollars in millions, except per share amounts)

Twelve Months Ended

December 31, 2019

As Reported Corteva

Adjustments

Pro Forma Corteva

Merger1

Debt Retirement2

Separations Related3

Net sales

$

13,846

$

$

$

$

13,846

Cost of goods sold

8,575

(205)

16

8,386

Research and development expense

1,147

1,147

Selling, general and administrative expenses

3,065

3

3,068

Amortization of intangibles

475

475

Restructuring and asset related charges - net

222

222

Integration and separation costs

744

(112)

632

Other income - net

215

215

Loss on early extinguishment of debt

13

13

Interest expense

136

(45)

91

(Loss) income from continuing operations before income taxes

(316)

205

45

93

27

(Benefit from) provision for income taxes on continuing operations

(46)

36

10

1

1

(Loss) income from continuing operations after income taxes

(270)

169

35

92

26

Net income from continuing operations attributable to noncontrolling interests

13

13

Net (loss) income from continuing operations attributable to Corteva

$

(283)

$

169

$

35

$

92

$

13

Basic (loss) earnings per share of common stock from continuing operations

$

(0.38)

$

0.02

Diluted (loss) earnings per share of common stock from continuing operations

$

(0.38)

$

0.02

Average number of shares outstanding used in earnings per share (EPS) calculation (in millions):

Basic

749.5

749.5

Diluted

749.5

749.5

1.

Related to the amortization of EID's agriculture business' inventory step-up recognized in connection with the Merger, as the incremental amortization is directly attributable to the Merger and will not have a continuing impact.

2.

Represents removal of interest expense related to the debt redemptions/repayments.

3.

Adjustments directly attributable to the separations and distributions of Corteva, Inc. include the following: removal of Telone® Soil Fumigant business ("Telone®") results (as Telone® did not transfer to Corteva as part of the common control combination of DAS); impact from the distribution agreement entered into between Corteva and Dow that allows for Corteva to become the exclusive distributor of Telone® products for Dow; elimination of one-time transaction costs directly attributable to the Corteva Distribution; the impact of certain manufacturing, leasing and supply agreements entered into in connection with the Corteva Distribution; and the related tax impacts of these items.

17

Corteva, Inc.

Article 11 Pro Forma Combined Statement of Operations

(Dollars in millions, except per share amounts)

Twelve Months Ended

December 31, 2018

As Reported Corteva

Adjustments

Pro Forma Corteva

Merger1

Debt Retirement2

Separations Related3

Net sales

$

14,287

$

$

$

$

14,287

Cost of goods sold

9,948

(1,554)

55

8,449

Research and development expense

1,355

(3)

1,352

Selling, general and administrative expenses

3,041

1

3,042

Amortization of intangibles

391

391

Restructuring and asset related charges - net

694

694

Integration and separation costs

992

(421)

571

Goodwill impairment charge

4,503

4,503

Other income - net

249

249

Loss on early extinguishment of debt

81

(81)

Interest expense

337

(261)

76

Loss from continuing operations before income taxes

(6,806)

1,554

342

368

(4,542)

(Benefit from) provision for income taxes on continuing operations

(31)

295

78

53

395

Loss from continuing operations after income taxes

(6,775)

1,259

264

315

(4,937)

Net income from continuing operations attributable to noncontrolling interests

29

29

Net loss from continuing operations attributable to Corteva

$

(6,804)

$

1,259

$

264

$

315

$

(4,966)

Basic loss per share of common stock from continuing operations

$

(9.08)

$

(6.63)

Diluted loss per share of common stock from continuing operations

$

(9.08)

$

(6.63)

Average number of shares outstanding used in earnings per share (EPS) calculation (in millions):

Basic

749.4

749.4

Diluted

749.4

749.4

1.

Related to the amortization of EID's agriculture business' inventory step-up recognized in connection with the Merger, as the incremental amortization is directly attributable to the Merger and will not have a continuing impact.

2.

Represents removal of interest expense related to the debt redemptions/repayments and the removal of loss on extinguishment of debt related to the difference between the redemption price and the par value of the Make Whole Notes, the Term Loan Facility, and the SMR Notes, partially offset by the write-off of unamortized step-up related to the fair value step-up of EID's debt.

3.

Adjustments directly attributable to the separations and distributions of Corteva, Inc. include the following: removal of Telone® Soil Fumigant business ("Telone®") results (as Telone® did not transfer to Corteva as part of the common control combination of DAS); impact from the distribution agreement entered into between Corteva and Dow that allows for Corteva to become the exclusive distributor of Telone® products for Dow; elimination of one-time transaction costs directly attributable to the Corteva Distribution; the impact of certain manufacturing, leasing and supply agreements entered into in connection with the Corteva Distribution; and the related tax impacts of these items.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/corteva-reports-fourth-quarter-and-full-year-2019-results-and-provides-2020-guidance-300995879.html

SOURCE Corteva, Inc.

Categories

PRNewswire Press Releases

Next Articles