Document
false0001755672 0001755672 2019-10-31 2019-10-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of Earliest Event Reported): October 31, 2019 
Corteva, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
001-38710
 
82-4979096
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of Incorporation)
 
File Number)
 
Identification No.)
 
974 Centre Road, Building 735
Wilmington, Delaware 19805
(Address of principal executive offices)(Zip Code)
 
(302) 485-3000
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 



Item 2.02     Results of Operations and Financial Condition
On October 31, 2019, Corteva, Inc. (the "Company") announced its consolidated financial results for the quarter ended September 30, 2019. A copy of the Company’s press release, financial statement schedules, and related presentation are furnished herewith on Form 8-K as Exhibits 99.1, 99.2, and 99.3, respectively. The information contained in this report, including Exhibits 99.1, 99.2, and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. In addition, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits

(d)
Exhibits.
Press Release dated October 31, 2019
Financial Statement Schedules dated October 31, 2019
Corteva Third Quarter 2019 Earnings Presentation dated October 31, 2019
104
The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL








SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
CORTEVA, INC.
 
(Registrant)
 
 
 
 
 
/s/ Brian Titus
 
Brian Titus
 
Vice President and Controller
 
October 31, 2019


a103119q32019earningsrel
News Release Q3 2019 Corteva Agriscience Reports Third Quarter 2019 Results – Delivers Earnings Improvement Over Prior Year • GAAP earnings per share (EPS) from continuing • Merger cost synergies for the three months ended operations was a loss of $(0.69) for the third quarter September 30, 2019 totalled approximately and operating EPS1 was a loss of $(0.39) – both $100 million and remain on track with full-year improved compared to prior year2. commitment of $350 million. • Net sales were $1.9 billion, down 2% from the same • Outlook5 – Management provided full-year 2019 quarter last year, with flat organic1 sales. On a operating EBITDA1 guidance at the low end of the segment net sales basis, timing shifts contributed to prior range, or approximately $1.9 billion, due to a 24% increase in Seed, which was more than offset further negative impact of currency. Full-year 2019 by a 12% decline in Crop Protection. operating EPS1 range revised with a $0.04 improvement over the prior guidance mid-point. • GAAP loss from continuing operations after income taxes was $(527) million; Operating EBITDA1 was a loss of $(207) million – both improved over prior year on a pro-forma basis2. FINANCIAL HIGHLIGHTS Net Sales EPS Loss From Cont. Ops. (AT) GAAP $1.91 B $(0.69) $(527 M) 2 6 6 vs. 3Q18 (2)% +90% +90% Organic Operating Operating Sales1 EPS1 EBITDA1 NON-GAAP $(0.39$1.94 B $(0.39) $(207 M) vs. 3Q182 -% +35% +18% Our teams around the globe delivered an extraordinary effort in the quarter to support our customers in the face of numerous challenges. Corteva achieved solid earnings improvement relative to the prior year and made ongoing progress on our priorities for shareholder value creation, including securing new product registrations, driving continued synergy and productivity improvements, and returning cash to shareholders. We remain focused on driving operational discipline and committed to setting the stage for solid net sales and operating earnings growth in 2020. – James C. Collins, Jr., Corteva Chief Executive Officer 2020 Launch of Key Seed New Investment Authorized to Delivering on Commitment to Company Products Expand Spinosyns Capacity Return Cash to Shareholders Updates Corteva recently launched the Corteva’s Board of Directors Corteva took two critical next 2020 sales season in North recently authorized an investment steps related to shareholder America3. Expanded launch of to increase Spinosyns remuneration commitments as it new Qrome® products are fermentation capacity by 30% to intends to return approximately expected to provide low single address global market growth in $220 million to shareholders by digit price uplift in corn, given insecticides that handle chewing the end of the year. The Company demonstrated yield advantages. insects in specialty and row repurchased shares in the quarter In soybeans, the new Enlist crops. The additional capacity will as part of its $1 billion share E3TM4 offerings are expected to be staged to come online over repurchase program and in scale to 10% of North America the next few years and will October declared its second acres with continued licensing generate >$100 million of annual continuous quarterly dividend opportunities. operating EBITDA1 at maturity. since spin. 1. Organic sales, Operating EPS, Pro Forma Operating EPS, Operating EBITDA and Pro Forma Operating EBITDA are non-GAAP measures. See page 5 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 5 for further discussion. 6. 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 1 of the Financial Statement Schedules for further disclosure.


 
News Release Q3 2019 Summary of Third Quarter 2019 WILMINGTON, Del., October 31, 2019 – Corteva, Inc. was partially offset by declines in Latin America, where (NYSE: CTVA) today reported financial results for the early demand for Crop Protection products shifted sales quarter ended September 30, 2019 and provided into the second quarter and delays in the Brazil guidance for the full year. soybean season shifted Crop Protection sales into the fourth quarter. Currency represented a headwind of 2%, For the quarter, net sales declined 2% versus the same primarily due to the Brazilian Real and Euro. period last year, with flat organic sales1. Favorable impacts from shifts of soybean and corn sales into the GAAP loss from continuing operations after income third quarter, driven by delayed planting in North taxes was $(527) million in the quarter. Operating America3, were more than offset by shifts of Crop EBITDA1 was a loss of $(207) million, an improvement Protection sales in Latin America. of 18% as compared to the same period last year on a pro forma basis2. Improvement in Seed operating Local price declined 3% in the third quarter 2019 versus EBITDA due to timing shifts in North America and cost the same period last year, driven by North America. savings from synergies was partially offset by lower Higher replant in soybeans and corn, coupled with Crop Protection operating EBITDA, due to timing of increased grower incentive discounts, contributed to the sales in Latin America. decline. The Company reported a loss $(0.69) for GAAP EPS Volumes increased 3% versus the same period last from continuing operations and a loss of $(0.39) for year, as delayed North America planting shifted second operating EPS1 for the third quarter 2019. quarter sales into the third quarter. This volume growth ($ in millions, except 3Q 3Q % % where noted) 2019 2018 Change Organic Change1 Net Sales $1,911 $1,947 (2)% - % North America $623 $537 16% 16% EMEA $305 $296 3% 8% Latin America $762 $875 (13)% (11)% Asia Pacific $221 $239 (8)% (6)% ($ in millions, except where 3Q 3Q % noted) 2019 20182 Change GAAP Loss from Continuing $(527) $(5,336) 90%6 Operations After Income Taxes Operating EBITDA1 $(207) $(251) 18% GAAP EPS from Continuing $(0.69) $(7.13) 90%6 Operations ($/share) Operating EPS1 ($/share) $(0.39) $(0.60) 35%


 
News Release Q3 2019 Crop Protection Summary Crop Protection net sales were $1.2 billion in the third versus the same quarter last year. The decrease in local quarter, down from $1.4 billion in the same quarter last price was driven by grower incentive discounts in North year. The decrease was due to a 9% decline in volume, a America. Unfavorable currency impacts were primarily 2% decline in local price, and a 1% decline from currency. due to the Brazilian Real and Euro. The volume decline was driven by early demand for Crop Protection operating EBITDA was $119 million, Spinosyns insecticides and seed applied technologies in down 25% from the same period last year. Volume Latin America, where approximately $80 million of sales declines in Latin America, grower incentive discounts in shifted into the second quarter and a delayed soybean North America, and currency more than offset cost season in Brazil shifted sales into the fourth quarter. synergies, sales from new products, and ongoing These shifts more than offset the approximate $65 million productivity. improvement in new product sales, driven by EMEA, ($ in millions, except 3Q 3Q % % where noted) 2019 2018 Change Organic Change1 North America $397 $425 (7)% (7)% EMEA 183 163 12% 16% Latin America 491 621 (21)% (20)% Asia Pacific 159 187 (15)% (14)% Total Crop Protection $1,230 $1,396 (12)% (11)% Net Sales Seed Summary Seed net sales were $681 million in the third quarter, up increased soybean and corn replant in North America, from $551 million in the same quarter last year. The which was partially offset by mix improvement in Latin increase was due to a 31% increase in volume, partially America. Unfavorable currency impacts were primarily offset by a 5% decline in local price and a 2% decline due to the Brazilian Real. from currency. Seed operating EBITDA was a loss of $(295) million, Strong volume growth was driven by significant weather- compared to a loss of $(372) million in the same period related planting delays in North America in the first half of last year. Volume gains from delayed seed sales in North the year, which shifted soybean and corn seed sales into America, cost synergies, and ongoing productivity more the third quarter. The decline in local price resulted from than offset decreases in local price and the unfavorable competitive pricing pressure in soybeans in the U.S. and impact of currency. ($ in millions, except 3Q 3Q % % where noted) 2019 2018 Change Organic Change (1) North America $226 $112 102% 102% EMEA 122 133 (8)% (3)% Latin America 271 254 7% 9% Asia Pacific 62 52 19% 23% Total Seed Net Sales $681 $551 24% 26%


 
News Release Q3 2019 Outlook The Company affirmed 2019 guidance for net sales and per share. Using the mid-point, this represents a $0.04 expects operating EBITDA at approximately $1.9 billion, improvement over the mid-point of the prior guidance. which is the lower end of the previously communicated range of $1.9 billion to $2.05 billion. The Company now Corteva is not able to reconcile its forward-looking non- expects to deliver at the lower end of the previously GAAP financial measures to its most comparable U.S. communicated range largely due to further negative impact GAAP financial measures, as it is unable to predict with of currency. The Company revised its full-year operating reasonable certainty items outside of its control, such as EPS range, now expected to be between $1.20 and $1.26 significant items, without unreasonable effort. Third Quarter Conference Call The Company will host a live webcast of its third quarter earnings conference call with investors to discuss its results and outlook today, October 31, 2019, 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 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 are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements 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) 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


 
News Release Q3 2019 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 the discontinuation of LIBOR. 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, 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 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 June 30, 2019, as modified by subsequent reports on Form 10-Q 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 14 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. 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. # # # 10/31/19


 
News Release Q3 2019 Media Contact: Gregg M. Schmidt +1 302-485-3260 gregg.m.schmidt@corteva.com Investor Contact: Megan Britt +1 302-485-3279 megan.britt@corteva.com


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


 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net sales
$
1,911

 
$
1,947

 
$
10,863

 
$
11,472

Cost of goods sold
1,349

 
1,485

 
6,607

 
7,924

Research and development expense
289

 
325

 
857

 
1,010

Selling, general and administrative expenses
646

 
633

 
2,318

 
2,347

Amortization of intangibles
100


88


314


284

Restructuring and asset related charges - net
46

 
235

 
167

 
466

Integration and separation costs
152

 
253

 
694

 
697

Goodwill impairment charge


4,503




4,503

Other income - net
59

 
7

 
90

 
118

Loss on early extinguishment of debt

 

 
13

 

Interest expense
19

 
82

 
112

 
251

Loss from continuing operations before income taxes
(631
)

(5,650
)

(129
)

(5,892
)
(Benefit from) provision for income taxes on continuing operations
(104
)

(8
)

99


(187
)
Loss from continuing operations after income taxes
(527
)

(5,642
)

(228
)

(5,705
)
Income (loss) from discontinued operations after income taxes
22

 
526

 
(695
)
 
1,200

 
 
 
 
 
 
 
 
Net loss
(505
)
 
(5,116
)
 
(923
)
 
(4,505
)
 
 
 
 
 
 
 
 
Net (loss) income attributable to noncontrolling interests
(11
)

5


15


29

 
 
 
 
 
 
 
 
Net loss attributable to Corteva
$
(494
)
 
$
(5,121
)
 
$
(938
)
 
$
(4,534
)
 
 
 
 
 
 
 
 
Basic loss per share of common stock:
 
 
 
 
 
 
 
Basic loss per share of common stock from continuing operations
$
(0.69
)
 
$
(7.54
)
 
$
(0.32
)
 
$
(7.64
)
Basic earnings (loss) per share of common stock from discontinued operations
0.03

 
0.71

 
(0.93
)
 
1.59

Basic loss per share of common stock
$
(0.66
)
 
$
(6.83
)
 
$
(1.25
)
 
$
(6.05
)
 
 
 
 
 
 
 
 
Diluted loss per share of common stock:
 
 
 
 
 
 
 
Diluted loss per share of common stock from continuing operations
$
(0.69
)
 
$
(7.54
)
 
$
(0.32
)
 
$
(7.64
)
Diluted earnings (loss) per share of common stock from discontinued operations
0.03

 
0.71

 
(0.93
)
 
1.59

Diluted loss per share of common stock
$
(0.66
)
 
$
(6.83
)
 
$
(1.25
)
 
$
(6.05
)
 
 
 
 
 
 
 
 
Average number of shares outstanding used in earnings per share (EPS) calculation (in millions)1
 
 
 
 
 
 
 
  Basic
749.5

 
749.4

 
749.4

 
749.4

  Diluted
749.5

 
749.4

 
749.4

 
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 nine months ended September 30, 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)

 
 
 
 
 
 
 
September 30,
2019
 
December 31,
2018
 
September 30,
2018
Assets
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
 
$
1,980

 
$
2,270

 
$
1,657

Marketable securities
 
117

 
5

 
142

Accounts and notes receivable, net
 
6,574

 
5,260

 
6,547

Inventories
 
4,403

 
5,310

 
4,898

Other current assets
 
1,043

 
1,038

 
1,041

Assets of discontinued operations - current
 

 
9,089

 
9,055

Total current assets
 
14,117

 
22,972

 
23,340

Investment in nonconsolidated affiliates
 
70

 
138

 
144

Property, plant and equipment, net of accumulated depreciation
 September 30, 2019 - $3,186, December 31, 2018 - $2,796 and September 30, 2018- $2,694)
 
4,503

 
4,544

 
4,384

Goodwill
 
10,168

 
10,193

 
10,203

Other intangible assets
 
11,667

 
12,055

 
12,138

Deferred income taxes
 
270

 
304

 
366

Other assets
 
2,440

 
1,932

 
1,888

Assets of discontinued operations - noncurrent
 

 
56,545

 
57,185

Total Assets
 
$
43,235

 
$
108,683

 
$
109,648

 
 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
Short-term borrowings and finance lease obligations
 
$
3,604

 
$
2,154

 
$
4,371

Accounts payable
 
3,014

 
3,798

 
3,642

Income taxes payable
 
126

 
186

 
224

Accrued and other current liabilities
 
2,249

 
4,005

 
2,117

Liabilities of discontinued operations - current
 

 
3,167

 
2,888

Total current liabilities
 
8,993

 
13,310

 
13,242

Long-Term Debt
 
116

 
5,784

 
10,215

Other Noncurrent Liabilities
 


 


 


Deferred income tax liabilities
 
1,328

 
1,480

 
1,594

Pension and other post employment benefits - noncurrent
 
5,405

 
5,677

 
5,267

Other noncurrent obligations
 
2,132

 
1,795

 
1,799

Liabilities of discontinued operations - noncurrent
 

 
5,484

 
5,532

Total noncurrent liabilities
 
8,981

 
20,220

 
24,407

 
 
 
 
 
 
 
Commitments and contingent liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
 
 
Common stock, $0.01 par value; 1,666,666,667 shares authorized;
issued at September 30, 2019 - 748,390,000
 
7

 

 

Additional paid-in capital
 
28,072

 

 

Divisional equity
 

 
78,020

 
73,767

Accumulated deficit
 
(397
)
 

 

Accumulated other comprehensive loss
 
(2,667
)
 
(3,360
)
 
(2,271
)
Total Corteva stockholders' equity
 
25,015

 
74,660

 
71,496

Noncontrolling interests
 
246

 
493

 
503

Total equity
 
25,261

 
75,153

 
71,999

Total Liabilities and Equity
 
$
43,235

 
$
108,683

 
$
109,648



3
Corteva, Inc.
Pro Forma Consolidated Statements of Operations1 
(Dollars in millions, except per share amounts)

 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
 
2019 2
 
2018
 
2019
 
2018
Net sales
$
1,911

 
$
1,947

 
$
10,863

 
$
11,472

Cost of goods sold
1,349

 
1,388

 
6,418

 
6,543

Research and development expense
289

 
324

 
857

 
1,008

Selling, general and administrative expenses
646

 
633

 
2,321

 
2,348

Amortization of intangibles
100


88


314


284

Restructuring and asset related charges - net
46

 
235

 
167

 
466

Integration and separation costs
152

 
134

 
582

 
384

Goodwill impairment charge


4,503




4,503

Other income - net
59

 
7

 
90

 
118

Loss on early extinguishment of debt

 

 
13

 

Interest expense
19


13


67


51

(Loss) income from continuing operations before income taxes
(631
)

(5,364
)

214


(3,997
)
(Benefit from) provision for income taxes on continuing operations
(104
)

(28
)

146


194

(Loss) income from continuing operations after income taxes
(527
)

(5,336
)

68


(4,191
)
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations attributable to noncontrolling interests
(11
)

5


10


23

 
 
 
 
 
 
 
 
Net (loss) income from continuing operations attributable to Corteva
$
(516
)

$
(5,341
)
 
$
58


$
(4,214
)
 
 
 
 
 
 
 
 
Basic (loss) earnings per share of common stock from continuing operations
$
(0.69
)
 
$
(7.13
)
 
$
0.08

 
$
(5.62
)
 
 
 

 
 
 
 
Diluted (loss) earnings per share of common stock from continuing operations
$
(0.69
)

$
(7.13
)
 
$
0.08


$
(5.62
)
 
 
 
 
 
 
 
 
Average number of shares outstanding used in earnings per share (EPS) calculation (in millions) 3
 
 
 
 
 
 
 
  Basic
749.5

 
749.4

 
749.4

 
749.4

  Diluted
749.5


749.4


749.4


749.4


1.
See Article 11 Pro Forma Combined Statements of Operations beginning on page 14.
2.
The three months ended September 30, 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 nine months ended September 30, 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 Ended
September 30,

Nine Months Ended
September 30,
SEGMENT NET SALES - SEED
 
2019
 
2018
 
2019
 
2018
    Corn
 
$
372

 
$
344

 
$
4,149

 
$
4,289

    Soybean
 
168

 
54

 
1,297

 
1,449

    Other oilseeds
 
44

 
57

 
469

 
514

    Other
 
97

 
96

 
432

 
464

Seed
 
$
681

 
$
551

 
$
6,347

 
$
6,716

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,

Nine Months Ended
September 30,
SEGMENT NET SALES - CROP PROTECTION
 
2019
 
2018
 
2019
 
2018
    Herbicides
 
$
584

 
$
648

 
$
2,399

 
$
2,579

    Insecticides
 
322

 
334

 
1,158

 
1,111

    Fungicides
 
254

 
292

 
776

 
839

    Other
 
70

 
122

 
183

 
227

Crop Protection
 
$
1,230

 
$
1,396

 
$
4,516

 
$
4,756

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,

Nine Months Ended
September 30,
GEOGRAPHIC NET SALES - SEED
 
2019
 
2018
 
2019
 
2018
North America 1
 
$
226


$
112


$
4,238


$
4,590

EMEA 2
 
122


133


1,200


1,222

Asia Pacific
 
62


52


273


272

Latin America
 
271


254


636


632

Rest of World 3
 
455

 
439

 
2,109

 
2,126

Net Sales
 
$
681

 
$
551

 
$
6,347

 
$
6,716

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,

Nine Months Ended
September 30,
GEOGRAPHIC NET SALES - CROP PROTECTION
 
2019
 
2018
 
2019
 
2018
North America 1
 
$
397


$
425


$
1,562


$
1,844

EMEA 2
 
183


163


1,136


1,157

Asia Pacific
 
159


187


674


653

Latin America
 
491


621


1,144


1,102

Rest of World 3
 
833

 
971

 
2,954

 
2,912

Net Sales
 
$
1,230

 
$
1,396

 
$
4,516

 
$
4,756

 
 
 
 
 
 
 
 
 
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 Ended
September 30,

Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
OPERATING EBITDA
 
As Reported
 
Pro Forma
 
Pro Forma
 
Pro Forma
Seed
 
$
(295
)
 
$
(372
)
 
$
1,066

 
$
1,226

Crop Protection
 
119

 
159

 
789

 
905

Corporate Expenses
 
(31
)
 
(38
)
 
(92
)
 
(109
)
Operating EBITDA (Non-GAAP)
 
$
(207
)
 
$
(251
)
 
$
1,763

 
$
2,022

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,

Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
RECONCILIATION OF 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)
 
$
(527
)

$
(5,336
)

$
68


$
(4,191
)
(Benefit from) provision for income taxes on continuing operations
 
(104
)

(28
)

146


194

(Loss) income from continuing operations before income taxes (GAAP)
 
(631
)
 
(5,364
)
 
214

 
(3,997
)
Depreciation and amortization
 
226


215


711


667

Interest income
 
(13
)

(12
)

(46
)

(63
)
Interest expense
 
19


13


67


51

Exchange (gains) losses - net
 
(22
)
 
74

 
37

 
140

Non-operating benefits - net1
 
(32
)

(49
)
 
(106
)
 
(155
)
Goodwill impairment charge
 


4,503




4,503

Significant items charge
 
246


369

 
886

 
876

Operating EBITDA (Non-GAAP)
 
(207
)

(251
)

1,763


2,022

1.
Non-operating benefits—net consists of non-operating pension and other post-employment benefit (OPEB) (benefit) 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.



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

PRICE - VOLUME - CURRENCY ANALYSIS
REGION
 
 
 
Q3 2019 vs. Q3 2018
Percent Change Due To:
 
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP) 
Local Price &
 
 
Portfolio /
 
$
%
$
%
Product Mix
Volume
Currency
Other
North America
$
86

16
 %
$
86

16
 %
(15
)%
31
 %
 %
%
EMEA
9

3
 %
22

8
 %
1
 %
7
 %
(5
)%
%
Asia Pacific
(18
)
(8
)%
(14
)
(6
)%
(4
)%
(2
)%
(2
)%
%
Latin America
(113
)
(13
)%
(101
)
(11
)%
4
 %
(15
)%
(2
)%
%
Rest of World
(122
)
(9
)%
(93
)
(7
)%
2
 %
(9
)%
(2
)%
%
Total
$
(36
)
(2
)%
$
(7
)
 %
(3
)%
3
 %
(2
)%
%
 
 
 
 
 
 
 
 
 
SEED
 
 
 
 
 
 
 
 
 
Q3 2019 vs. Q3 2018
Percent Change Due To:
 
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP) 
Local Price &
 
 
Portfolio /
 
$
%
$
%
Product Mix
Volume
Currency
Other
North America
$
114

102
 %
$
114

102
 %
(63
)%
165
 %
 %
%
EMEA
(11
)
(8
)%
(5
)
(3
)%
2
 %
(5
)%
(5
)%
%
Asia Pacific
10

19
 %
12

23
 %
5
 %
18
 %
(4
)%
%
Latin America
17

7
 %
21

9
 %
14
 %
(5
)%
(2
)%
%
Rest of World
16

4
 %
28

7
 %
10
 %
(3
)%
(3
)%
%
Total
$
130

24
 %
$
142

26
 %
(5
)%
31
 %
(2
)%
%
 
 
 
 
 
 
 
 
 
CROP PROTECTION
 
Q3 2019 vs. Q3 2018
Percent Change Due To:
 
Net Sales Change (GAAP)
Organic Change 1 (Non-GAAP) 
Local Price &
 
 
Portfolio /
 
$
%
$
%
Product Mix
Volume
Currency
Other
North America
$
(28
)
(7
)%
$
(28
)
(7
)%
(3
)%
(4
)%
 %
%
EMEA
20

12
 %
27

16
 %
 %
16
 %
(4
)%
%
Asia Pacific
(28
)
(15
)%
(26
)
(14
)%
(6
)%
(8
)%
(1
)%
%
Latin America
(130
)
(21
)%
(122
)
(20
)%
(1
)%
(19
)%
(1
)%
%
Rest of World
(138
)
(14
)%
(121
)
(12
)%
(1
)%
(11
)%
(2
)%
%
Total
$
(166
)
(12
)%
$
(149
)
(11
)%
(2
)%
(9
)%
(1
)%
%



7
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)

PRICE - VOLUME - CURRENCY ANALYSIS
REGION
 
 
 
Nine Months 2019 vs. Nine 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
$
(634
)
(10
)%
$
(606
)
(10
)%
(3
)%
(7
)%
 %
%
EMEA
(43
)
(2
)%
164

7
 %
1
 %
6
 %
(9
)%
%
Asia Pacific
22

2
 %
66

7
 %
4
 %
3
 %
(5
)%
%
Latin America
46

3
 %
114

7
 %
4
 %
3
 %
(4
)%
%
Rest of World
25

 %
344

6
 %
2
 %
4
 %
(6
)%
%
Total
$
(609
)
(5
)%
$
(262
)
(2
)%
 %
(2
)%
(3
)%
%
 
 
 
 
 
 
 
 
 
SEED
 
 
 
 
 
 
 
 
 
Nine Months 2019 vs. Nine 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
$
(352
)
(8
)%
$
(338
)
(8
)%
(4
)%
(4
)%
 %
%
EMEA
(22
)
(2
)%
93

7
 %
1
 %
6
 %
(9
)%
%
Asia Pacific
1

 %
18

6
 %
2
 %
4
 %
(6
)%
%
Latin America
4

1
 %
29

5
 %
6
 %
(1
)%
(4
)%
%
Rest of World
(17
)
(1
)%
140

6
 %
3
 %
3
 %
(7
)%
%
Total
$
(369
)
(5
)%
$
(198
)
(3
)%
(1
)%
(2
)%
(2
)%
%
 
 
 
 
 
 
 
 
 
CROP PROTECTION
 
Nine Months 2019 vs. Nine 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
$
(282
)
(15
)%
$
(268
)
(15
)%
(2
)%
(13
)%
 %
%
EMEA
(21
)
(2
)%
71

6
 %
1
 %
5
 %
(8
)%
%
Asia Pacific
21

3
 %
48

7
 %
4
 %
3
 %
(4
)%
%
Latin America
42

4
 %
85

8
 %
2
 %
6
 %
(4
)%
%
Rest of World
42

1
 %
204

7
 %
2
 %
5
 %
(6
)%
%
Total
$
(240
)
(5
)%
$
(64
)
(1
)%
1
 %
(2
)%
(4
)%
%

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
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
 
As Reported
 
Pro Forma
 
Pro Forma
 
Pro Forma
Seed
$
(62
)
 
$
(190
)
 
$
(214
)
 
$
(249
)
Crop Protection
1

 
(30
)
 
(24
)
 
(42
)
Corporate
(185
)
 
(149
)
 
(648
)
 
(585
)
Total significant items before income taxes
$
(246
)

$
(369
)

$
(886
)

$
(876
)
 
 
 
 
 
 
 
 
SIGNIFICANT ITEMS - PRE-TAX, AFTER-TAX AND EPS IMPACTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-tax
 
After-tax9
 
($ Per Share)10
 
 
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
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Year-to-date Total 10
$
(886
)
 
$
(876
)
 
$
(796
)
 
$
(817
)
 
$
(1.06
)
 
$
(1.09
)

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. Included in the after-tax charges are net tax charges of $(32) million and $(114) million related to U.S. state blended tax rate changes associated with the Business Separations for the first and second quarter 2019, respectively.  Also, included in the after-tax charges are a net tax charge of $(96) million and a net tax benefit of $13 million related to application of the U.S. tax reform’s foreign tax provisions for the second and third quarter 2019, respectively, and a tax benefit of $102 million related to an internal legal entity restructuring associated with the Business Separations for the second quarter 2019.



9
Corteva, Inc.
Significant Items
(Dollars in millions, except per share amounts)


2.
Third quarter, second quarter, and first quarter 2019 included restructuring and asset related charges of $(46) million, $(60) million and $(61) million, respectively. The charge for the third quarter included a $(54) million 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 million associated with the DowDuPont Cost Synergy Program. The charge for the first and second quarter is primarily related to the DowDuPont Cost Synergy Program.

Third quarter, second quarter, and first quarter 2018 included restructuring and asset related charges of $(235) million, $(101) million and $(130) million, 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) million charge related to the DowDuPont Cost Synergy Program, an $(85) million non-cash asset impairment related to certain IPR&D intangibles, and a $(41) million other than temporary non-cash impairment related to an investment in nonconsolidated affiliates in China.

3.
First quarter 2019 included a loss of $(24) million included in other income - net related to Historical Dow's sale of a joint venture related to synergy actions.

4.
First quarter 2018 includes a $(50) million pre-tax foreign exchange loss related to adjustments to foreign currency exchange contracts as a result of U.S. tax reform and a $(64) million after tax charge related to effects of U.S. tax reform.

Second 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 million expense), a tax charge related to an internal legal entity restructuring associated with the Business Separations ($25 million expense), and U.S. Tax Reform ($16 million 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 million benefit).

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

5.
Second quarter 2018 includes a gain of $24 million 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) million and $(52) million, respectively, included in cost of goods sold related to the amortization of the inventory step-up in connection with the Merger.

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) million 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) million includes a tax valuation allowance recorded against the net deferred tax asset position of an Argentine legal entity.

9.
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.

10.
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.


10
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)

Operating (Loss) Earnings 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 Ended
September 30,
 
 
2019
 
20182
 
2019
 
20182
 
 
$
 
$
 
EPS (diluted)
 
EPS (diluted)
Net loss from continuing operations attributable to Corteva (GAAP)
 
$
(516
)

$
(5,341
)
 
(0.69
)

(7.13
)
Less: Non-operating benefits - net, after tax 1
 
23

 
38

 
0.03

 
0.05

Less: Amortization of intangibles (existing as of Separation), after tax
 
(80
)
 
(71
)
 
(0.11
)
 
(0.09
)
Less: Goodwill impairment charge, after tax
 

 
(4,503
)
 

 
(6.01
)
Less: Significant items charge, after tax
 
(168
)
 
(356
)
 
(0.22
)
 
(0.48
)
Operating Loss (Non-GAAP)
 
$
(291
)
 
$
(449
)
 
$
(0.39
)
 
$
(0.60
)
 
 
Nine Months Ended
September 30,
 
 
20192
 
20182
 
20192
 
20182
 
 
$
 
$
 
EPS (diluted)
 
EPS (diluted)
Net income (loss) from continuing operations attributable to Corteva (GAAP)
 
58


(4,214
)
 
0.08


(5.62
)
Less: Non-operating benefits - net, after tax 1
 
84


121

 
0.11

 
0.16

Less: Amortization of intangibles (existing as of Separation), after tax
 
(250
)

(227
)
 
(0.33
)
 
(0.30
)
Less: Goodwill impairment charge, after tax
 


(4,503
)
 

 
(6.01
)
Less: Significant items charge, after tax
 
(796
)

(817
)
 
(1.06
)
 
(1.09
)
Operating Earnings (Non-GAAP)
 
$
1,020

 
$
1,212

 
$
1.36

 
$
1.62

1.
Non-operating benefits—net consists of non-operating pension and other post-employment benefit (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.
2.
Periods are presented on a Pro Forma Basis


11
Corteva, Inc.
Operating EBITDA to Operating Earnings Per Share
(Dollars in millions, except per share amounts)


Operating EBITDA to Operating Earnings Per Share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
As Reported
 
Pro Forma
 
Pro Forma
 
Pro Forma
Operating EBITDA (Non-GAAP)1
 
$
(207
)
 
$
(251
)
 
1,763

 
2,022

Depreciation
 
(126
)
 
(127
)
 
(397
)
 
(383
)
Interest Income
 
13

 
12

 
46

 
63

Interest Expense
 
(19
)
 
(13
)
 
(67
)
 
(51
)
Benefit from (provision for) income taxes on operating earnings, excluding exchange losses (Non-GAAP)
 
40

 
9

 
(265
)
 
(290
)
Base income tax rate from continuing operations (Non-GAAP)1
 
11.8
%
 
2.4
%
 
19.7
%
 
17.6
%
Exchange losses - net, after tax
 
(3
)
 
(74
)
 
(50
)
 
(126
)
Net loss (income) attributable to non-controlling interests
 
11

 
(5
)
 
(10
)
 
(23
)
Operating (Loss) Earnings (Non-GAAP)1
 
$
(291
)
 
$
(449
)
 
$
1,020

 
$
1,212

Diluted Shares (in millions)
 
749.5

 
749.4

 
749.4

 
749.4

Operating (Loss) Earnings Per Share (Non-GAAP)1
 
$
(0.39
)
 
$
(0.60
)
 
$
1.36

 
$
1.62

1.
Refer to pages 5, 10, and 12 for Non-GAAP reconciliations.




12
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 Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
 
As Reported
 
Pro Forma
 
Pro Forma
 
Pro Forma
(Loss) income from continuing operations before income taxes (GAAP)
$
(631
)

$
(5,364
)

$
214


$
(3,997
)
Add: Significant items - charge 1
246


369


886


876

           Goodwill impairment charge


4,503




4,503

           Non-operating benefits - net
(32
)

(49
)

(106
)

(155
)
           Amortization of intangibles (existing as of Separation)
100


88


314


284

Less: Exchange gains (losses), net 2
22


(74
)

(37
)

(140
)
(Loss) income from continuing operations before income taxes, significant items, goodwill impairment charges, non-operating benefits - net, amortization of intangibles (existing as of Separation), and exchange losses, net (Non-GAAP)
$
(339
)
 
$
(379
)
 
$
1,345

 
$
1,651

 
 
 
 
 
 
 
 
(Benefit from) provision for income taxes on continuing operations (GAAP)
$
(104
)

$
(28
)

$
146


$
194

Add: Tax benefits on significant items charge
78


13


90


59

          Tax expenses on goodwill impairment charge

 

 

 

          Tax expenses on non-operating benefits - net
(9
)

(11
)

(22
)

(34
)
          Tax benefits on amortization of intangibles (existing as of Separation)
20


17


64


57

          Tax (expenses) benefits on exchange gains (losses), net
(25
)



(13
)

14

(Benefit from) provision for income taxes on operating earnings, excluding exchange gains (losses), net (Non-GAAP)
$
(40
)

$
(9
)

$
265


$
290

 
 
 
 
 
 
 
 
Effective income tax rate (GAAP)
16.5
 %
 
0.5
%
 
68.2
 %
 
(4.9
)%
Significant items, goodwill impairment charge, non-operating benefits, and amortization of intangibles (existing as of Separation) effect
(11.8
)%
 
1.5
%
 
(46.9
)%
 
23.2
 %
Tax rate from continuing operations before significant items, goodwill impairment charge, non-operating benefits - net, and amortization of intangibles (existing as of Separation)
4.7
 %
 
2.0
%
 
21.3
 %
 
18.3
 %
Exchange gains (losses), net effect
7.1
 %
 
0.4
%
 
(1.6
)%
 
(0.7
)%
Base income tax rate from continuing operations (Non-GAAP)
11.8
 %

2.4
%

19.7
 %

17.6
 %
 
 
 
 
 
 
 
 
1. See Significant Items table for further detail.
2. Pre-tax exchange gains (losses), net for the three and nine months ended September 30, 2019, on an operating earnings basis (Non-GAAP), exclude a $(33) million exchange loss associated with the devaluation of the Argentine peso. Pre-tax exchange loss, net for the nine months ended September 30, 2018, on an operating earnings basis (Non-GAAP), excludes a $(50) million exchange loss related to adjustments to foreign currency exchange contracts as a result of U.S. tax reform.




13
Corteva, Inc.
(Dollars in millions, except per share amounts)


Exchange Gains/Losses
 
 
 
 
 
 
 
 
The company routinely uses forward exchange contracts to offset its net exposures, by currency, related to the foreign 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 Consolidated Statements of Operations.
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
Subsidiary Monetary Position Loss
 
 
 
 
 
 
 
 
Pre-tax exchange losses 
 
$
(33
)
 
$
(105
)
 
$
(26
)
 
$
(217
)
Local tax (expenses) benefits
 
(12
)
 
7

 
(15
)
 
32

Net after-tax impact from subsidiary exchange losses
 
$
(45
)
 
$
(98
)
 
$
(41
)

$
(185
)
 
 
 
 
 
 
 
 
 
Hedging Program Gain (Loss)
 
 
 
 
 
 
 
 
Pre-tax exchange gains (losses) 
 
$
55

 
$
31

 
$
(11
)
 
$
77

Tax (expenses) benefits
 
(13
)
 
(7
)
 
2

 
(18
)
Net after-tax impact from hedging program exchange gains (losses)
 
$
42

 
$
24

 
$
(9
)
 
$
59

 
 
 
 
 
 
 
 
 
Total Exchange (Loss) Gain
 
 
 
 
 
 
 
 
Pre-tax exchange gains (losses) 1
 
$
22


$
(74
)

$
(37
)

$
(140
)
Tax (expenses) benefits
 
(25
)
 

 
(13
)
 
14

Net after-tax exchange losses
 
$
(3
)
 
$
(74
)
 
$
(50
)
 
$
(126
)
 
 
 
 
 
 
 
 
 
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 gains (losses), net for the three and nine months ended September 30, 2019, on an operating earnings basis (Non-GAAP), exclude a $(33) million exchange loss associated with the devaluation of the Argentine peso. Pre-tax exchange loss, net for the nine months ended September 30, 2018, on an operating earnings basis (Non-GAAP), excludes a $(50) million exchange loss related to adjustments to foreign currency exchange contracts as a result of U.S. tax reform.




14
Corteva, Inc.
Article 11 Pro Forma Combined Statement of Operations
(Dollars in millions, except per share amounts)


 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30, 2018
 
As Reported Corteva
 
Adjustments
 
Pro Forma Corteva
 
 
Merger1
 
Debt Retirement2
 
Separations Related3
 
Net sales
$
1,947

 
$

 
$

 
$

 
$
1,947

Cost of goods sold
1,485

 
(109
)
 

 
12

 
1,388

Research and development expense
325

 

 

 
(1
)
 
324

Selling, general and administrative expenses
633

 

 

 

 
633

Amortization of intangibles
88

 

 

 

 
88

Restructuring and asset related charges - net
235

 

 

 

 
235

Integration and separation costs
253

 

 

 
(119
)
 
134

Goodwill impairment charge
4,503

 

 

 

 
4,503

Other income - net
7

 

 

 

 
7

Interest expense
82

 

 
(69
)
 

 
13

(Loss) income from continuing operations before income taxes
(5,650
)
 
109

 
69

 
108

 
(5,364
)
(Benefit from) provision for income taxes on continuing operations
(8
)
 
24

 
15

 
(59
)
 
(28
)
(Loss) income from continuing operations after income taxes
(5,642
)
 
85

 
54

 
167

 
(5,336
)
Net income from continuing operations attributable to noncontrolling interests
5

 

 

 

 
5

 
 
 
 
 
 
 
 
 
 
Net loss from continuing operations attributable to Corteva
$
(5,647
)
 
$
85

 
$
54

 
$
167

 
$
(5,341
)
 
 
 
 
 
 
 
 
 
 
Basic loss per share of common stock from continuing operations
$
(7.54
)
 
 
 
 
 
 
 
$
(7.13
)
 
 
 
 
 
 
 
 
 

Diluted loss per share of common stock from continuing operations
$
(7.54
)
 
 
 
 
 
 
 
$
(7.13
)
 
 
 
 
 
 
 
 
 
 
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.
3.
Adjustments directly attributable to the separations and distributions of Corteva Inc. includes the following: elimination of the Telone balances that will not transfer to Corteva as a result of the distribution agreement; elimination of one-time transaction costs directly attributable to the distribution; elimination of the impact of certain manufacturing, leasing and supply agreements entered into in connection with the separation; and the related tax impacts.



15
Corteva, Inc.
Article 11 Pro Forma Combined Statement of Operations
(Dollars in millions, except per share amounts)


 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30, 2019
 
As Reported Corteva
 
Adjustments
 
Pro Forma Corteva
 
 
Merger1
 
Debt Retirement2
 
Separations Related3
 
Net sales
$
10,863

 
$

 
$

 
$

 
$
10,863

Cost of goods sold
6,607

 
(205
)
 

 
16

 
6,418

Research and development expense
857

 

 

 

 
857

Selling, general and administrative expenses
2,318

 

 

 
3

 
2,321

Amortization of intangibles
314

 

 

 

 
314

Restructuring and asset related charges - net
167

 

 

 

 
167

Integration and separation costs
694

 

 

 
(112
)
 
582

Other income - net
90

 

 

 

 
90

Loss on early extinguishment of debt
13

 

 

 

 
13

Interest expense
112

 

 
(45
)
 

 
67

(Loss) income from continuing operations before income taxes
(129
)
 
205

 
45

 
93

 
214

Provision for income taxes on continuing operations
99

 
36

 
10

 
1

 
146

(Loss) income from continuing operations after income taxes
(228
)
 
169

 
35

 
92

 
68

Net income from continuing operations attributable to noncontrolling interests
10

 

 

 

 
10

 
 
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations attributable to Corteva
$
(238
)
 
$
169

 
$
35

 
$
92

 
$
58

 
 
 
 
 
 
 
 
 
 
Basic (loss) earnings per share of common stock from continuing operations
$
(0.32
)
 
 
 
 
 
 
 
$
0.08

 
 
 
 
 
 
 
 
 
 
Diluted (loss) earnings per share of common stock from continuing operations
$
(0.32
)
 
 
 
 
 
 
 
$
0.08

 
 
 
 
 
 
 
 
 
 
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.
3.
Adjustments directly attributable to the separations and distributions of Corteva Inc. includes the following: elimination of the Telone balances that will not transfer to Corteva as a result of the distribution agreement; elimination of one-time transaction costs directly attributable to the distribution; elimination of the impact of certain manufacturing, leasing and supply agreements entered into in connection with the separation; and the related tax impacts.



16
Corteva, Inc.
Article 11 Pro Forma Combined Statement of Operations
(Dollars in millions, except per share amounts)


 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30, 2018
 
As Reported Corteva
 
Adjustments
 
Pro Forma Corteva
 
 
Merger1
 
Debt Retirement2
 
Separations Related3
 
Net sales
$
11,472

 
$

 
$

 
$

 
$
11,472

Cost of goods sold
7,924

 
(1,424
)
 

 
43

 
6,543

Research and development expense
1,010

 

 

 
(2
)
 
1,008

Selling, general and administrative expenses
2,347

 

 

 
1

 
2,348

Amortization of intangibles
284

 

 

 

 
284

Restructuring and asset related charges - net
466

 

 

 

 
466

Integration and separation costs
697

 

 

 
(313
)
 
384

Goodwill impairment charge
4,503

 

 

 

 
4,503

Other income - net
118

 

 

 

 
118

Interest expense
251

 

 
(200
)
 

 
51

Loss from continuing operations before income taxes
(5,892
)
 
1,424

 
200

 
271

 
(3,997
)
(Benefit from) provision for income taxes on continuing operations
(187
)
 
264

 
46

 
71

 
194

Loss from continuing operations after income taxes
(5,705
)
 
1,160

 
154

 
200

 
(4,191
)
Net income from continuing operations attributable to noncontrolling interests
23

 

 

 

 
23

 
 
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations attributable to Corteva
$
(5,728
)
 
$
1,160

 
$
154

 
$
200

 
$
(4,214
)
 
 
 
 
 
 
 
 
 
 
Basic loss per share of common stock from continuing operations
$
(7.64
)
 
 
 
 
 
 
 
$
(5.62
)
 
 
 
 
 
 
 
 
 
 
Diluted loss per share of common stock from continuing operations
$
(7.64
)
 
 
 
 
 
 
 
$
(5.62
)
 
 
 
 
 
 
 
 
 
 
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.
3.
Adjustments directly attributable to the separations and distributions of Corteva Inc. includes the following: elimination of the Telone balances that will not transfer to Corteva as a result of the distribution agreement; elimination of one-time transaction costs directly attributable to the distribution; elimination of the impact of certain manufacturing, leasing and supply agreements entered into in connection with the separation; and the related tax impacts.



q3earningspresentationsl
3Q 2019 Earnings Conference Call October 31, 2019 Insert Risk Classification


 
Safe Harbor Regarding Forward-Looking Statements Forward-Looking Statements This presentation contains 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” 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 are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements 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) 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 the discontinuation of LIBOR. 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, 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 Exhibit 99.1 of Amendment No. 4 to Corteva’s Registration Statement on Form 10 and Corteva’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, as modified by subsequent reports on Form 10-Q and Current Reports on Form 8-K. 2


 
A Reminder About Non-GAAP Financial Measures and Pro Forma Financial Information 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 2019 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. Reconciliations for these non-GAAP measures to their most directly attributable U.S. GAAP measure are provided on slides 16 - 22 of this presentation. 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. 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’. 3


 
Perspective on Market Backdrop 3Q 2019 Highlights Weather impacts Global economy African Swine Fever Trade and tariffs 4


 
Progress on Five Priorities for Shareholder Value Creation 3Q 2019 Highlights 01 02 03 04 05 Instill a strong Drive disciplined Develop innovative Attain best-in-class Deliver above- culture capital allocation solutions cost structure market growth Expanded employee Declared second Delivered greater than Realized merger cost Gained share in North engagement to drive continuous quarterly $30 million in operating synergies of America(1) Pioneer “owner” mindset in dividend and executed improvement from new approximately $100 brand corn and soybean identification and share repurchases under products in the quarter, million for the quarter, seed, Brazil summer execution of the recently authorized consistent with plan to maintaining momentum corn seed, and productivity initiatives program – approximately deliver over $150 million to deliver $350 million in insecticides and throughout the $220 million combined this year from new merger cost synergies for fungicides globally organization cash return expected by products the full year the end of 2019 (1) Based on current reported USDA acreage for 2019. 5


 
3Q 2019 Highlights(1) Net Sales Pro Forma Operating EBITDA(2) 3Q Highlights Reported net sales down 2%; organic(2) $1.95B sales flat for the quarter with shifts in Reported $1.91B Operating both segments 2% (2) EBITDA Operating EBITDA(2) improvement Organic(2) 18% driven by shift of Seed volumes from $(207)M second quarter due to weather-related $(251)M (3) Flat planting delays in North America and 3Q'18 3Q'19 (3) 3Q'18 3Q'19 synergies Currency devaluation, primarily the (2) Reported Sales Op. EBITDA Margin Improvement Brazilian Real, was more than a $40 >200 bps margin expansion due to shift of North (2) Crop million hurt to operating EBITDA Seed America seed sales into the quarter and cost 24% Protection 12% synergy realization Selling, general & administrative and R&D costs down 2% Improved Performance Due to Seed and Cost Synergies (1) GAAP loss from continuing operations after income taxes was $(527) million, an improvement of 90% versus prior year, primarily due to goodwill impairment recorded in third quarter 2018. Refer to Financial Statement Schedules for further disclosure. (2) Organic sales, Operating EBITDA and Operating EBITDA Margin are non-GAAP measures. See slide 3 for further discussion. (3) First quarter 2019 and prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. 6


 
3Q 2019 Regional Highlights North America Latin America Asia Pacific Europe, Middle East, Africa Net Sales $0.9B $0.6B Reported Reported Reported Reported 16% 13% 8% $0.3B 3% $0.5B $0.8B $0.3B (1) $0.2B $0.2B Organic Organic (1) Organic (1) Organic (1) 16% 11% 6% 8% 3Q'18 3Q'19 3Q'18 3Q'19 3Q'18 3Q'19 3Q'18 3Q'19 Regional Highlights Setting stage Timing shifts Dynamic market Steady growth Seed sales up due to Sales decline due to strong Seed net sales growth in Market share gains due to late planting early demand in 2Q and South Asia and route-to-market changes currency Late harvest impacting Philippines and new products fall CP applications Delays in seasonal rain in Expansion of Pyraxalt™ Continued ramp of new Brazil pushing CP sales Share gains in Pioneer and Spinetoram products, particularly into 4Q brand corn and insecticides Arylex™ cereal herbicide and seed treatment soybeans Share gain in summer corn Severe drought in Aggressive 2020 ramp of Strong mix improvement in Australia, Indonesia, and Phasing out of chlorpyrifos Qrome® corn and Enlist Leptra and PowerCore® Thailand reduced planted and picoxystrobin in EU- E3(2) soybeans Ultra and treated acres 28 (1) Organic sales growth is a non-GAAP measure. See slide 3 for further discussion. (2) Enlist E3™ soybeans are jointly developed by Dow AgroSciences and MS Technologies™ 7


 
Update on 2H and Full Year Operating EBITDA(1) Guidance Estimated 2H 2019 Pro Forma Operating EBITDA(1): ~ ($70) Key Drivers: ($ in millions) . Volume shift to 3Q in NA from delayed planting offsetting shift to 2Q from early CP demand in LA ~($80) ~($70) ($201) . Continued growth and price realization on supply- constrained, high-demand products . Pipeline delivery pace ahead of expectations H2 2018 (2) Synergies New Products NA Q2 to Q3 LA Q3 to Q2 Input/Launch Currency H2 2019E . Synergy benefits in seed production partially offset by Shift Shift Costs new product launch investments Estimated 2019 Pro Forma Operating EBITDA(1): down 8 percent Key Drivers: ($ in millions) . Currency impact, primarily from Brazilian Real and Euro . $350 million in synergies $2,072 . New product pipeline delivering with strong ~$1,900 contribution from new Crop Protection products . ~$250 million weather-related reduction in North America (2) . Increased input costs due to higher raw materials and 2018 Synergies New Products Other Price NA Market Input/Launch/ Currency 2019E(2) & Volume Impact Selling Costs new product launch costs Expect 2019 Pro Forma Operating EBITDA(1),(2) at ~$1.9B, Low End of the Previous Range (1) Operating EBITDA is a non-GAAP measures. Corteva does not provide a reconciliation of forward-looking GAAP measures. See Slide 3 for further discussion. (2) First quarter 2019 and prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. 8


 
3Q 2019 Highlights ($’s in millions, except EPS) 3Q 2019 3Q 2018(1) Change Net Sales $1,911 $1,947 (2)% GAAP Net Loss from Continuing Operations After Income Taxes $(527) $(5,336) 90%(3) Operating EBITDA(2) $(207) $(251) 18% Operating EBITDA Margin(2) (10.8)% (12.9)% ~210 bps GAAP EPS from Continuing Operations $(0.69) $(7.13) 90%(3) Operating EPS(2) $(0.39) $(0.60) 35% 3Q 2019 Net Sales 3Q 2019 Op. EBITDA(2) ($ in billions) ($ in millions) $(251) $(207) $1.95 $1.91 (2) Q3'18 Op. Synergies Volume Price/Cost Currency Selling/Other Q3'19 Op. Q3'18 Net North EMEA Asia Latin Currency Q3'19 Net (1) (2) (2) (2) (2) Sales America Pacific (2) America Sales EBITDA EBITDA Delivering Earnings Improvement Over Prior Year (1) First quarter 2019 and prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. (2) Operating EBITDA, Operating EBITDA margin, Operating earnings per share and organic net sales are non-GAAP measures. See slide 3 for further discussion. (3) Improved GAAP loss from continuing operations after income taxes and GAAP EPS from continuing operations was primarily driven by the 2018 $4,503 million goodwill impairment charge. 9


 
3Q 2019 Operating EPS(1) Variance $(0.39) Operating $(0.60) EPS(1) Operating EPS(1) $0.08 $0.13 $0.14 $0.04 $(0.12) $(0.06) Q3'18 (2) Synergies Volume Price/Cost/Selling Currency Change in Tax EGL/Other Q3'19 Rate Key Drivers Delivered on cost savings from synergies which contributed 14 cents to operating earnings per share on disciplined cost reductions and R&D productivity Price/Cost/Selling includes impact of increased grower incentives and replant 13 cents primarily from EGL due to favorable impact from foreign denominated monetary assets and liabilities (excludes impact of Argentina devaluation) Synergies and Volume More Than Offset Currency and Price Impacts (1) Operating earnings per share is a non-GAAP measures. See slide 3 for further discussion. GAAP EPS for the third quarter 2018 and 2019 was $(7.13) and $(0.69), respectively. (2) First quarter 2019 and prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. 10


 
3Q 2019 Segment Performance Highlights Crop Protection Performance Highlights ($’s in millions) 3Q 2019 3Q 2018(1) . Strong early demand in the second quarter and delayed soybean planting in Brazil shifted sales to Net Sales $1,230 $1,396 the fourth quarter Operating EBITDA $119 $159 . Operating EBITDA pressured by impact of sales shifts in Latin America, higher grower incentive Operating EBITDA Margin 9.7% 11.4% discounts, currency, and new product launch costs, partially offset by cost savings from synergies Seed Performance Highlights (1) ($’s in millions) 3Q 2019 3Q 2018 . Stronger sales due to delayed planting in North America which shifted soybean and corn sales into Net Sales $681 $551 the quarter Operating EBITDA $(295) $(372) . Improved operating EBITDA due to timing of seed sales and cost savings from synergies, partially offset Operating EBITDA Margin (43.3)% (67.5)% by the impact of higher replant in corn and soybeans in North America and currency (1) First quarter 2019 and prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. 11


 
FY19 Guidance - Operating Earnings Per Share(1) ($ in millions, except per share information) Guidance Sensitivities and Comments Net Sales ~ (3)% No change from prior guidance; organic sales(1) flat Corteva Pro Forma ~1,900 Low end of prior range due to continued headwinds from currency Operating EBITDA(1) Depreciation (575) Updated to reflect full-year forecast Interest Income 50 No change Interest Expense ~ (100) Updated to reflect full-year forecast Subtotal ~ 1,275 Taxes (excluding EGL) (240 – 270) Base Tax Rate(1) (percent) 19 - 21 No change Exchange Losses – net, (70 – 80) Updated to reflect full-year estimated cost of program after tax Net Income – Non- (20 – 30) Updated to reflect full-year forecast controlling interest Operating Earnings(1) ~ 900 - 940 Diluted Shares ~750 No change Operating Earnings Per ~1.20 – 1.26 Updated to narrow range with mid-point improvement of $0.04 per Share(1) share versus prior guidance mid-point (1) Pro Forma Operating EBITDA, base tax rate, operating earnings, operating earnings per share, and organic sales are non-GAAP measures. Corteva does not provide a reconciliation of forward-looking non-GAAP measures. See slide 3 for further discussion. 12


 
13


 
3Q 2019 Regional Net Sales Highlights – Crop Protection North Reported Organic(1) Latin Reported Organic(1) America 7% 7% America 21% 20% CP Global Net Sales 3Q 2019 3Q 2018 3Q 2019 3Q 2018 Net Sales ($MM) $397 $425 Net Sales ($MM) $491 $621 $1.4B $1.2B Volume Price Currency Portfolio Volume Price Currency Portfolio (4)% (3)% - % - % (19)% (1)% (1)% - % Reported Increased grower incentive discounts Early demand for CP products shifted 12% demand into second quarter Delayed seasonal rains in Brazil shifting Organic(1) Elevated channel inventory levels after missed spring applications sales into 4Q 11% Reported Organic(1) Asia Reported Organic(1) EMEA 12% 16% Pacific 15% 14% 3Q'18 3Q'19 3Q 2019 3Q 2018 3Q 2019 3Q 2018 Volume Price Currency Portfolio Net Sales ($MM) $183 $163 Net Sales ($MM) $159 $187 (9)% (2)% (1)% - % Volume Price Currency Portfolio Volume Price Currency Portfolio 16% - % (4)% - % (8)% (6)% (1)% - % TM Strong demand for Arylex cereal Volumes impacted by drought conditions herbicide in Australia Currency continues to challenge due to (1) Organic sales growth is a non-GAAP measures. See slide 3 for further discussion. volatility in Euro 14


 
3Q 2019 Regional Net Sales Highlights – Seed North Reported Organic(1) Latin Reported Organic(1) America 102% 102% America 7% 9% Seed Global Net Sales 3Q 2019 3Q 2018 3Q 2019 3Q 2018 Net Sales ($MM) $226 $112 Net Sales ($MM) $271 $254 $0.7B Volume Price Currency Portfolio Volume Price Currency Portfolio $0.6B 165% (63)% - % - % (5)% 14% (2)% - % Reported Delayed planting shifted soybean and Improved technology mix driving price 24% corn sales into the quarter Volume shifts into 4Q for corn due to late Organic(1) Higher replant in soybean and corn delayed seasonal rains in Brazil 26% Reported Organic(1) Asia Reported Organic(1) 8% 3% 19% 23% 3Q'18 3Q'19 EMEA Pacific 3Q 2019 3Q 2018 3Q 2019 3Q 2018 Volume Price Currency Portfolio 31% (5)% (2)% - % Net Sales ($MM) $122 $133 Net Sales ($MM) $62 $52 Volume Price Currency Portfolio Volume Price Currency Portfolio (5)% 2% (5)% - % 18% 5% (4)% - % Declines in canola on drought conditions Strong early demand for corn in in North and Central Europe Philippines Currency headwinds from the Euro Improved pricing in India due to high (1) Organic sales growth is a non-GAAP measures. See slide 3 for further discussion. demand for other crops 15


 
Corteva Selected Non-GAAP Calculation of Corteva Operating EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 In millions As Reported Pro Forma Pro Forma Pro Forma (Loss) income from continuing operations, net of tax (GAAP) 1 $ (527) $ (5,336) $ 68 $ (4,191) (Benefit for) provision for income taxes (104) (28) 146 194 (Loss) income from continuing operations before income taxes $ (631) $ (5,364) $ 214 $ (3,997) + Depreciation and Amortization 226 215 711 667 - Interest income (13) (12) (46) (63) + Interest expense 19 13 67 51 + / - Exchange (gains) losses, net (22) 74 37 140 + / - Non-operating benefits, net (32) (49) (106) (155) + Goodwill impairment charge - 4,503 - 4,503 + Significant items charge 246 369 886 876 2 Corteva Operating EBITDA (Non-GAAP) $ (207) $ (251) $ 1,763 $ 2,022 1. Pro forma income from continuing operations, net of tax, has been prepared in accordance with Article 11 of Regulation S-X and is considered the most directly comparable GAAP measure to Pro Forma Operating EBITDA. 2. Corteva Operating EBITDA is defined as earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits (costs) - net and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non-operating benefits (costs) - net consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with Historical DuPont 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. 16


 
Corteva Selected Segment Information Net sales by segment In millions Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Seed $ 681 $ 551 $ 6,347 $ 6,716 Crop Protection 1,230 1,396 4,516 4,756 Total net sales $ 1,911 $ 1,947 $ 10,863 $ 11,472 Corteva Operating EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 In millions As Reported Pro Forma Pro Forma Pro Forma Seed $ (295) $ (372) $ 1,066 $ 1,226 Crop Protection 119 159 789 905 Corporate (31) (38) (92) (109) 1 Corteva Operating EBITDA (Non-GAAP) $ (207) $ (251) $ 1,763 $ 2,022 1. Corteva Operating EBITDA is defined as earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non- operating benefits (costs) - net and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non- operating benefits (costs) - net consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with Historical DuPont 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 EBITDA margin Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 As Reported Pro Forma Pro Forma Pro Forma Seed -43.3% -67.5% 16.8% 18.3% Crop Protection 9.7% 11.4% 17.5% 19.0% 2,3 Total Operating EBITDA margin (Non-GAAP) -10.8% -12.9% 16.2% 17.6% 2. Operating EBITDA margin is Operating EBITDA as a percentage of net sales. 3. Operating EBITDA margin %'s for Corporate are not presented separately above as they are not meaningful; however, the results are included in the Total margin %'s above. 17


 
Corteva significant items (Pretax) Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 In millions As Reported Pro Forma Pro Forma Pro Forma Seed Loss on divestiture - - (24) - Gain on sale of assets - - - 24 Restructuring and asset-related charges - net (47) (190) (123) (273) Inventory amortization (15) - (67) - Total Seed (62) (190) (214) (249) Crop Protection Restructuring and asset-related benefits (charges) - net 1 (30) (24) (42) Total Crop Protection 1 (30) (24) (42) Corporate Integration and separation costs (152) (134) (582) (384) Loss on debt extinguishment - - (13) - Restructuring and asset-related charges - net - (15) (20) (151) Argentina devaluation (33) - (33) - Income tax items 1 - - - (50) Total Corporate (185) (149) (648) (585) Total significant items by segment (Pretax) (246) (369) (886) (876) Total tax impact of significant items 40 15 52 120 Tax only significant items 38 (2) 38 (61) Total significant items charge, net of tax $ (168) $ (356) $ (796) $ (817) 1. Includes a foreign exchange loss related to adjustments to Historical DuPont’s foreign currency exchange contracts as a result of U.S. tax reform, included in other income - net. 18


 
Corteva Selected Segment Information - Price, Volume Currency Analysis Region Q3 2019 vs. Q3 2018 Percent Change Due To: Net Sales Change (GAAP) Organic Change (Non-GAAP) Local Price & Portfolio / $ (millions) % $ (millions) % Product Mix Volume Currency Other North America $ 86 16% $ 86 16% -15% 31% —% —% EM EA 9 3% 22 8% 1% 7% -5% —% Asia Pacific (18) -8% (14) -6% -4% -2% -2% —% Latin America (113) -13% (101) -11% 4% -15% -2% —% Rest of World (122) -9% (93) -7% 2% -9% -2% —% Total $ (36) -2% $ (7) —% -3% 3% -2% —% Seed Q3 2019 vs. Q3 2018 Percent Change Due To: Net Sales Change (GAAP) Organic Change (Non-GAAP) Local Price & Portfolio / $ (millions) % $ (millions) % Product Mix Volume Currency Other North America $ 114 102% $ 114 102% -63% 165% —% —% EM EA (11) -8% (5) -3% 2% -5% -5% —% Asia Pacific 10 19% 12 23% 5% 18% -4% —% Latin America 17 7% 21 9% 14% -5% -2% —% Rest of World 16 4% 28 7% 10% -3% -3% —% Total $ 130 24% $ 142 26% -5% 31% -2% —% Crop Protection Q3 2019 vs. Q3 2018 Percent Change Due To: Net Sales Change (GAAP) Organic Change (Non-GAAP) Local Price & Portfolio / $ (millions) % $ (millions) % Product Mix Volume Currency Other North America $ (28) -7% $ (28) -7% -3% -4% —% —% EM EA 20 12% 27 16% —% 16% -4% —% Asia Pacific (28) -15% (26) -14% -6% -8% -1% —% Latin America (130) -21% (122) -20% -1% -19% -1% —% Rest of World (138) -14% (121) -12% -1% -11% -2% —% Total $ (166) -12% $ (149) -11% -2% -9% -1% —% 19


 
Corteva Selected Segment Information - Price, Volume Currency Analysis Region Nine Months Ended September 30, 2019 vs. Nine Months Ended September 30, 2018 Percent Change Due To: Net Sales Change (GAAP) Organic Change (Non-GAAP) Local Price & Portfolio / $ (millions) % $ (millions) % Product Mix Volume Currency Other North America $ (634) -10% $ (606) -10% -3% -7% —% —% EM EA (43) -2% 164 7% 1% 6% -9% —% Asia Pacific 22 2% 66 7% 4% 3% -5% —% Latin America 46 3% 114 7% 4% 3% -4% —% Rest of World 25 —% 344 6% 2% 4% -6% —% Total $ (609) -5% $ (262) -2% —% -2% -3% —% Seed Nine Months Ended September 30, 2019 vs. Nine Months Ended September 30, 2018 Percent Change Due To: Net Sales Change (GAAP) Organic Change (Non-GAAP) Local Price & Portfolio / $ (millions) % $ (millions) % Product Mix Volume Currency Other North America $ (352) -8% $ (338) -8% -4% -4% —% —% EM EA (22) -2% 93 7% 1% 6% -9% —% Asia Pacific 1 —% 18 6% 2% 4% -6% —% Latin America 4 1% 29 5% 6% -1% -4% —% Rest of World (17) -1% 140 6% 3% 3% -7% —% Total $ (369) -5% $ (198) -3% -1% -2% -2% —% Crop Protection Nine Months Ended September 30, 2019 vs. Nine Months Ended September 30, 2018 Percent Change Due To: Net Sales Change (GAAP) Organic Change (Non-GAAP) Local Price & Portfolio / $ (millions) % $ (millions) % Product Mix Volume Currency Other North America $ (282) -15% $ (268) -15% -2% -13% —% —% EM EA (21) -2% 71 6% 1% 5% -8% —% Asia Pacific 21 3% 48 7% 4% 3% -4% —% Latin America 42 4% 85 8% 2% 6% -4% —% Rest of World 42 1% 204 7% 2% 5% -6% —% Total $ (240) -5% $ (64) -1% 1% -2% -4% —% 20


 
Corteva Selected Non-GAAP Calculation of Corteva Operating EPS Three Months Ended September 30, 2019 2018 2019 2018 $ (millions) $ (millions) EPS (diluted) EPS (diluted) As Reported Pro Forma As Reported Pro Forma Net loss from continuing operations attributable to Corteva (GAAP) $ (516) $ (5,341) $ (0.69) $ (7.13) Less: Non-operating benefits - net, after tax 23 38 0.03 0.05 Less: Amortization of intangibles (as of Separation), after tax (80) (71) (0.11) (0.09) Less: Goodwill impairment charge, after tax - (4,503) - (6.01) Less: Significant items charge, after tax (168) (356) (0.22) (0.48) 1 Operating Earnings (Non-GAAP) $ (291) $ (449) $ (0.39) $ (0.60) Nine Months Ended September 30, 2019 2018 2019 2018 $ (millions) $ (millions) EPS (diluted) EPS (diluted) Pro Forma Pro Forma Pro Forma Pro Forma Net income (loss) from continuing operations attributable to Corteva (GAAP) $ 58 $ (4,214) $ 0.08 $ (5.62) Less: Non-operating benefits - net, after tax 84 121 0.11 0.16 Less: Amortization of intangibles (as of Separation), after tax (250) (227) (0.33) (0.30) Less: Goodwill impairment charge, after tax - (4,503) - (6.01) Less: Significant items charge, after tax (796) (817) (1.06) (1.09) 1 Operating Earnings (Non-GAAP) $ 1,020 $ 1,212 $ 1.36 $ 1.62 1. Operating earnings is defined as net income from continuing operations attributable to Corteva excluding the after-tax impact of significant items (including goodwill impairment charges), non-operating benefits - net, and amortization of intangible assets (as of Separation). Although amortization of intangible assets (as of Separation) 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 21


 
Corteva Selected Non-GAAP Calculation of Corteva Base Tax Rate Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 As Reported Pro Forma Pro Forma Pro Forma Net (loss) income from continuing operations before income taxes (GAAP) $ (631) $ (5,364) $ 214 $ (3,997) Add: Significant items - charge 246 369 886 876 Goodwill impairment charge - 4,503 - 4,503 Non-operating benefits - net (32) (49) (106) (155) Amortization of intangibles (as of Separation) 100 88 314 284 Less: Exchange gains (losses), net 22 (74) (37) (140) (Loss) income 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) $ (339) $ (379) $ 1,345 $ 1,651 (Benefit from) provision for income taxes on continuing operations (GAAP) $ (104) $ (28) $ 146 $ 194 Add: Tax benefits on significant items charge 78 13 90 59 Tax expenses on goodwill impairment charge — — — — Tax expenses on non-operating benefits - net (9) (11) (22) (34) Tax benefits on amortization of intangibles (as of Separation) 20 17 64 57 Tax (expenses) benefits on exchange gains/losses (25) — (13) 14 (Benefit from) provision for income taxes on operating earnings, excluding exchange gains (losses) (Non-GAAP) $ (40) $ (9) $ 265 $ 290 Effective income tax rate (GAAP) 16.5% 0.5% 68.2% -4.9% Significant items, goodwill impairment charge, non-operating benefits, and amortization of intangibles (existing as of Separation) effect -11.8% 1.5% -46.9% 23.2% Tax rate from continuing operations before significant items, goodwill impairment charge, non-operating benefits - net, and amortization of intangibles (existing as of Separation) 4.7% 2.0% 21.3% 18.3% Exchange gains (losses) effect 7.1% 0.4% -1.6% -0.7% Base income tax rate from continuing operations (Non-GAAP) 11.8% 2.4% 19.7% 17.6% 1. 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. 22