November 14, 2018
Gregory R. Friedman
Chief Financial Officer
Corteva, Inc.
974 Centre Road
Wilmington, DE 19805
Re: Corteva, Inc.
Registration Statement on Form 10-12B
Filed October 18, 2018
File No. 001-38710
Dear Mr. Friedman:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Exhibit 99.1
Our Company, page 6
1. Please substantiate that you have a "best-in-class" cost structure versus
your peers. Also
clarify whether this is aspirational and discuss the steps you are taking
to achieve this goal
and the factors you consider in benchmarking your performance.
The Separation and Distribution, page 9
2. Please include diagrams illustrating: the existing DowDuPont corporate
structure; the
corporate structure immediately following the separation/internal
reorganization; and the
distribution.
Gregory R. Friedman
FirstName LastNameGregory R. Friedman
Corteva, Inc.
Comapany 14, 2018
November NameCorteva, Inc.
November 14, 2018 Page 2
Page 2
FirstName LastName
Reasons for the Separation and Distribution, page 52
3. You state here reasons for the separation include, among other
reasons, creating a focused
business, tailored growth strategies, sharper focus on core business,
and the ability of
management to implement strategies tailored to each company's specific
business
characteristics. Please describe the most significant differences in
strategy, operating
priorities, and business focus between Corteva and DowDuPont prior to
the separation.
4. In the first bullet point on page 53, please briefly discuss Corteva's
capital allocation
needs and how its capital structure will facilitate meeting these
needs.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments, page 91
5. We note your disclosure that certain events and circumstances in 2018
along with a
reduction in cash flow projections caused a triggering event that
required Historical
DuPont to perform an impairment analysis of its agriculture reporting
unit's goodwill and
indefinite-lived intangible assets as of September 30, 2018, and that
as a result, Historical
DuPont recorded pre-tax (and after-tax), non-cash impairment charges
of about $4.5
billion for goodwill and $0.1 billion for certain indefinite-lived
assets associated with its
agriculture reporting unit. Please tell us the significant assumptions
Historical DuPont
used to determine the estimated fair value of its agriculture
reporting unit during the
quarter ended September 30, 2018 and more fully explain the facts and
circumstances that
resulted in these impairments to be recorded during this interim
period.
DowDuPont Cost Synergy Program, page 93
6. Please provide context for the Cost Synergy Program by discussing and
quantifying, to the
extent you are able, the potential loss of synergies and one-time
costs associated with the
separation.
7. In the second paragraph of this subsection, please disclose the amount
of the cost synergy
commitment attributable to Historical DuPont.
Our Competitive Strengths
Enhanced seed and crop protection pipelines, page 127
8. Please substantiate your statement here and on page 132 that you have
the broadest
CRISPR intellectual property estate in the agricultural industry.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Beverly Singleton at (202) 551-3328 or Melissa Raminpour,
Accounting Branch Chief, at (202) 551-3379 if you have questions regarding
comments on the
Gregory R. Friedman
Corteva, Inc.
November 14, 2018
Page 3
financial statements and related matters. Please contact J. Nolan McWilliams,
Attorney-
Advisor, at (202) 551-3217 or John Dana Brown, Attorney-Advisor, at (202)
551-3859 with any
other questions.
Sincerely,
FirstName LastNameGregory R. Friedman
Division of Corporation
Finance
Comapany NameCorteva, Inc.
Office of
Transportation and Leisure
November 14, 2018 Page 3
cc: Brian V. Breheny
FirstName LastName