Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Corteva, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Corteva, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2022 appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill (Seed Reporting Unit) Impairment Assessment
As described in Notes 2 and 12 to the consolidated financial statements, the Company’s consolidated goodwill balance was $10.0 billion as of December 31, 2022, and the goodwill associated with the seed reporting unit was $5.3 billion. Management tests goodwill for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. Management performs an annual goodwill impairment test in the fourth quarter. If management chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. Management performed quantitative testing on its seed reporting unit and determined that no goodwill impairment existed in 2022. Management determined fair value for the seed reporting unit using a discounted cash flow model. Management’s significant assumptions in this analysis included future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.
The principal considerations for our determination that performing procedures relating to the seed reporting unit goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value of the seed reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, the weighted average cost of capital, and the terminal value; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the seed reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness, accuracy, and relevance of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of significant assumptions used by management related to projected revenue, the weighted average cost of capital, and the terminal value. Evaluating management’s assumptions related to projected revenue and the terminal value involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the weighted average cost of capital and terminal value assumptions.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 9, 2023
We have served as the Company’s or its predecessor’s auditor since 1946.
Corteva, Inc.
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | |
| (In millions, except per share amounts) | For the Year Ended December 31, | |
| 2022 | 2021 | 2020 | |
| Net sales | $ | 17,455 | | $ | 15,655 | | $ | 14,217 | | |
| Cost of goods sold | 10,436 | | 9,220 | | 8,507 | | |
| Research and development expense | 1,216 | | 1,187 | | 1,142 | | |
| Selling, general and administrative expenses | 3,173 | | 3,209 | | 3,043 | | |
| Amortization of intangibles | 702 | | 722 | | 682 | | |
| Restructuring and asset related charges - net | 363 | | 289 | | 335 | | |
| | | | |
| Other income (expense) - net | (60) | | 1,348 | | 212 | | |
| Interest expense | 79 | | 30 | | 45 | | |
| Income (loss) from continuing operations before income taxes | 1,426 | | 2,346 | | 675 | | |
| Provision for (benefit from) income taxes on continuing operations | 210 | | 524 | | (81) | | |
| Income (loss) from continuing operations after income taxes | 1,216 | | 1,822 | | 756 | | |
| (Loss) income from discontinued operations after income taxes | (58) | | (53) | | (55) | | |
| Net income (loss) | 1,158 | | 1,769 | | 701 | | |
| Net income (loss) attributable to noncontrolling interests | 11 | | 10 | | 20 | | |
| Net income (loss) attributable to Corteva | $ | 1,147 | | $ | 1,759 | | $ | 681 | | |
| Basic earnings (loss) per share of common stock: | | | | |
| Basic earnings (loss) per share of common stock from continuing operations | $ | 1.67 | | $ | 2.46 | | $ | 0.98 | | |
| Basic earnings (loss) per share of common stock from discontinued operations | (0.08) | | (0.07) | | (0.07) | | |
| Basic earnings (loss) per share of common stock | $ | 1.59 | | $ | 2.39 | | $ | 0.91 | | |
| Diluted earnings (loss) per share of common stock: | | | | |
| Diluted earnings (loss) per share of common stock from continuing operations | $ | 1.66 | | $ | 2.44 | | $ | 0.98 | | |
| Diluted earnings (loss) per share of common stock from discontinued operations | (0.08) | | (0.07) | | (0.07) | | |
| Diluted earnings (loss) per share of common stock | $ | 1.58 | | $ | 2.37 | | $ | 0.91 | | |
See Notes to the Consolidated Financial Statements beginning on page F-10.
Corteva, Inc.
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | | |
| (In millions) | For the Year Ended December 31, | |
| 2022 | 2021 | 2020 | |
| Net income (loss) | $ | 1,158 | | $ | 1,769 | | $ | 701 | | |
| Other comprehensive income (loss) - net of tax: | | | | |
| | | | |
| Cumulative translation adjustments | (340) | | (573) | | (26) | | |
| Adjustments to pension benefit plans | 233 | | 1,037 | | (186) | | |
| Adjustments to other benefit plans | 191 | | (621) | | 671 | | |
| Unrealized gain (loss) on investments | — | | 10 | | (10) | | |
| Derivative instruments | 8 | | 139 | | (69) | | |
| Total other comprehensive income (loss) | 92 | | (8) | | 380 | | |
| Comprehensive income (loss) | 1,250 | | 1,761 | | 1,081 | | |
| Comprehensive income (loss) attributable to noncontrolling interests - net of tax | 11 | | 10 | | 20 | | |
| Comprehensive income (loss) attributable to Corteva | $ | 1,239 | | $ | 1,751 | | $ | 1,061 | | |
See Notes to the Consolidated Financial Statements beginning on page F-10.
Corteva, Inc.
Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
| | | | | | | | |
| (In millions, except share and per share amounts) | December 31, 2022 | December 31, 2021 |
| Assets | | |
| Current assets | | |
| Cash and cash equivalents | $ | 3,191 | | $ | 4,459 | |
| Marketable securities | 124 | | 86 | |
| Accounts and notes receivable - net | 5,701 | | 4,811 | |
| Inventories | 6,811 | | 5,180 | |
| Other current assets | 968 | | 1,010 | |
| Total current assets | 16,795 | | 15,546 | |
| Investment in nonconsolidated affiliates | 102 | | 76 | |
| Property, plant and equipment | 8,551 | | 8,364 | |
| Less: Accumulated depreciation | 4,297 | | 4,035 | |
| Net property, plant and equipment | 4,254 | | 4,329 | |
| Goodwill | 9,962 | | 10,107 | |
| Other intangible assets | 9,339 | | 10,044 | |
| Deferred income taxes | 479 | | 438 | |
| Other assets | 1,687 | | 1,804 | |
| Total Assets | $ | 42,618 | | $ | 42,344 | |
| Liabilities and Equity | | |
| Current liabilities | | |
| Short-term borrowings and finance lease obligations | $ | 24 | | $ | 17 | |
| Accounts payable | 4,895 | | 4,126 | |
| Income taxes payable | 183 | | 146 | |
| Deferred revenue | 3,388 | | 3,201 | |
| Accrued and other current liabilities | 2,254 | | 2,068 | |
| Total current liabilities | 10,744 | | 9,558 | |
| Long-term debt | 1,283 | | 1,100 | |
| Other noncurrent liabilities | | |
| Deferred income tax liabilities | 1,119 | | 1,220 | |
| Pension and other post employment benefits - noncurrent | 2,255 | | 3,124 | |
| Other noncurrent obligations | 1,676 | | 1,719 | |
| Total noncurrent liabilities | 6,333 | | 7,163 | |
| Commitments and contingent liabilities | | |
| Stockholders’ equity | | |
Common stock, $0.01 par value; 1,666,667,000 shares authorized;
issued at December 31, 2022 - 713,419,000 and December 31, 2021 - 726,527,000 | 7 | | 7 | |
| Additional paid-in capital | 27,851 | | 27,751 | |
| Retained earnings (accumulated deficit) | 250 | | 524 | |
| Accumulated other comprehensive income (loss) | (2,806) | | (2,898) | |
| Total Corteva stockholders’ equity | 25,302 | | 25,384 | |
| Noncontrolling interests | 239 | | 239 | |
| Total equity | 25,541 | | 25,623 | |
| Total Liabilities and Equity | $ | 42,618 | | $ | 42,344 | |
See Notes to the Consolidated Financial Statements beginning on page F-10.
Corteva, Inc.
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | |
| (In millions) | For the Year Ended December 31, | |
| 2022 | 2021 | 2020 | |
| Operating activities | | | | |
| Net income (loss) | $ | 1,158 | | $ | 1,769 | | $ | 701 | | |
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | | | | |
| Depreciation and amortization | 1,223 | | 1,243 | | 1,177 | | |
| Provision for (benefit from) deferred income tax | (286) | | 174 | | (330) | | |
| Net periodic pension and OPEB benefit, net | (142) | | (1,292) | | (340) | | |
| Pension and OPEB contributions | (182) | | (247) | | (269) | | |
| Net (gain) loss on sales of property, businesses, consolidated companies, and investments | (18) | | (21) | | 3 | | |
| Restructuring and asset related charges - net | 363 | | 289 | | 335 | | |
| Other net loss | 305 | | 156 | | 290 | | |
| Changes in assets and liabilities, net | | | | |
| Accounts and notes receivable | (997) | | (113) | | 187 | | |
| Inventories | (1,715) | | (422) | | 104 | | |
| Accounts payable | 807 | | 524 | | (118) | | |
| Deferred revenue | 194 | | 574 | | 71 | | |
| Other assets and liabilities | 162 | | 93 | | 253 | | |
| Cash provided by (used for) operating activities | 872 | | 2,727 | | 2,064 | | |
| Investing activities | | | | |
| Capital expenditures | (605) | | (573) | | (475) | | |
| Proceeds from sales of property, businesses, and consolidated companies - net of cash divested | 73 | | 75 | | 83 | | |
| Escrow funding associated with acquisitions | (36) | | — | | — | | |
| | | | |
| Investments in and loans to nonconsolidated affiliates | (12) | | (4) | | (1) | | |
| Purchases of investments | (344) | | (204) | | (995) | | |
| Proceeds from sales and maturities of investments | 295 | | 345 | | 721 | | |
| | | | |
| Other investing activities, net | (3) | | (1) | | (7) | | |
| Cash provided by (used for) investing activities | (632) | | (362) | | (674) | | |
| Financing activities | | | | |
| Net change in borrowings (less than 90 days) | (13) | | 13 | | — | | |
| Proceeds from debt | 1,358 | | 419 | | 2,439 | | |
| Payments on debt | (1,140) | | (421) | | (1,441) | | |
| Repurchase of common stock | (1,000) | | (950) | | (275) | | |
| Proceeds from exercise of stock options | 88 | | 100 | | 56 | | |
| Dividends paid to stockholders | (418) | | (397) | | (388) | | |
| Payment for acquisition of subsidiary's interest from the noncontrolling interest | — | | — | | (60) | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Other financing activities, net | (55) | | (30) | | (28) | | |
| Cash provided by (used for) financing activities | (1,180) | | (1,266) | | 303 | | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | (278) | | (136) | | 7 | | |
| Increase (decrease) on cash, cash equivalents and restricted cash equivalents | (1,218) | | 963 | | 1,700 | | |
| Cash, cash equivalents and restricted cash equivalents at beginning of period | 4,836 | | 3,873 | | 2,173 | | |
Cash, cash equivalents and restricted cash equivalents at end of period1 | $ | 3,618 | | $ | 4,836 | | $ | 3,873 | | |
| Supplemental cash flow information | | | | |
| Cash paid during the period for | | | | |
| Interest, net of amounts capitalized | $ | 75 | | $ | 30 | | $ | 36 | | |
| Income taxes | 467 | | 341 | | 229 | | |
1. See page F-24 for reconciliation of cash and cash equivalents and restricted cash equivalents presented in the Consolidated Balance Sheets to total cash, cash equivalents and restricted cash equivalents presented in the Consolidated Statements of Cash Flows.
See Notes to the Consolidated Financial Statements beginning on page F-10.
Corteva, Inc.
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF EQUITY
| | | | | | | | | | | | | | | | | | | | | |
| (In millions) | Common Stock | Additional Paid-in Capital "APIC" | | Retained Earnings (Accum Deficit) | Accumulated Other Comp Income (Loss) | Non-controlling Interests | Total Equity |
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| Balance at January 1, 2020 | $ | 7 | | $ | 27,997 | | | $ | (425) | | $ | (3,270) | | $ | 246 | | $ | 24,555 | |
| Net income (loss) | | | | 681 | | | 20 | | 701 | |
| Other comprehensive income (loss) | | | | | 380 | | | 380 | |
| Share-based compensation | | 60 | | | (1) | | | | 59 | |
| Common dividends ($0.52 per share) | | (194) | | | (194) | | | | (388) | |
| Repurchase of common stock | | (216) | | | (59) | | | | (275) | |
| Issuance of Corteva stock | | 56 | | | | | | 56 | |
| Acquisition of a noncontrolling interest in consolidated subsidiaries | | (37) | | | | | (15) | | (52) | |
| Other - net | | 41 | | | (2) | | | (12) | | 27 | |
| Balance at December 31, 2020 | $ | 7 | | $ | 27,707 | | | $ | — | | $ | (2,890) | | $ | 239 | | $ | 25,063 | |
| Net income (loss) | | | | 1,759 | | | 10 | | 1,769 | |
| Other comprehensive income (loss) | | | | | (8) | | | (8) | |
| Share-based compensation | | 59 | | | (3) | | | | 56 | |
| Common dividends ($0.54 per share) | | (97) | | | (300) | | | | (397) | |
| Repurchase of common stock | | (18) | | | (932) | | | | (950) | |
| Issuance of Corteva stock | | 100 | | | | | | 100 | |
| Other - net | | | | | | (10) | | (10) | |
| Balance at December 31, 2021 | $ | 7 | | $ | 27,751 | | | $ | 524 | | $ | (2,898) | | $ | 239 | | $ | 25,623 | |
| Net income (loss) | | | | 1,147 | | | 11 | | 1,158 | |
| Other comprehensive income (loss) | | | | | 92 | | | 92 | |
| Share-based compensation | | 12 | | | (2) | | | | 10 | |
| Common dividends ($0.58 per share) | | | | (418) | | | | (418) | |
| Repurchase of common stock | | | | (1,000) | | | | (1,000) | |
| Issuance of Corteva stock | | 88 | | | | | | 88 | |
| Other - net | | — | | | (1) | | | (11) | | (12) | |
| Balance at December 31, 2022 | $ | 7 | | $ | 27,851 | | | $ | 250 | | $ | (2,806) | | $ | 239 | | $ | 25,541 | |
See Notes to the Consolidated Financial Statements beginning on page F-10.
Corteva, Inc.
Notes to the Consolidated Financial Statements
Table of Contents
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Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 1 - BACKGROUND AND BASIS OF PRESENTATION
Corteva, Inc. is a leading global provider of seed and crop protection solutions focused on the agriculture industry. The company intends to leverage its rich heritage of scientific achievement to advance its robust innovation pipeline and continue to shape the future of responsible agriculture. The company's broad portfolio of agriculture solutions fuels farmer productivity around the globe. Corteva has two reportable segments: seed and crop protection. See Note 22 - Segment Information, to the Consolidated Financial Statements, for additional information on the company's reportable segments.
Throughout these financial statements, except as otherwise noted by the context, the terms "Corteva" or "company" used herein mean Corteva, Inc. and its consolidated subsidiaries (including EIDP) and the term “EIDP” used herein means EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company) and its consolidated subsidiaries or EIDP, Inc. excluding its consolidated subsidiaries, as the context may indicate.
Principles of Consolidation and Basis of Presentation
On June 1, 2019, Corteva, Inc. became an independent, publicly traded company through the completed separation (the “Separation”) of the agriculture business of DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.) (“DowDuPont” or “DuPont”). The separation was effectuated through a pro rata distribution (the “Corteva Distribution”) of all of the then-issued and outstanding shares of common stock of Corteva, Inc.
Subsequent to the Merger, Historical Dow and EIDP engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products ("Internal Reorganization"). On April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public company by way of a distribution of Dow common stock to holders of DowDuPont's common stock (the “Dow Distribution” and together with the Corteva Distribution, the “Distributions”).
On April 1, 2019, Historical Dow entities, which held certain assets and liabilities aligned with Historical Dow’s agriculture business and the assets and liabilities associated with its specialty products business, respectively, were transferred and conveyed to DowDuPont.
On April 1, 2019 and May 1, 2019, EIDP’s materials science and specialty products entities, along with their respective assets and liabilities, were conveyed to Dow and DowDuPont, respectively. On May 2, 2019, DowDuPont conveyed Historical Dow agricultural entities to EIDP.
On May 6, 2019, the Board of Directors of DowDuPont approved the distribution of all the then issued and outstanding shares of common stock of Corteva, Inc., then a wholly-owned subsidiary of DowDuPont, to DowDuPont stockholders. On May 31, 2019, DowDuPont contributed EIDP to Corteva, Inc. and on June 1, 2019, the Separation was completed. Information related to the Corteva Distribution and its effect on the company's financial statements is discussed throughout these Notes to the Consolidated Financial Statements.
During the first quarter 2020, the company recorded an increase of $40 million to APIC relating to net assets recorded as transferred as part of the 2019 Internal Reorganizations that were retained.
Certain reclassifications of prior year's data have been made to conform to current year's presentation.
Since 2018, Argentina has been considered a hyper-inflationary economy under U.S. GAAP and therefore the U.S. Dollar (“USD”) is the functional currency for our related subsidiaries. Argentina contributes approximately 5 percent to both the company's annual Sales and Segment Operating EBITDA. We remeasure net monetary assets and translate our financial statements utilizing the official Argentine Peso (“Peso”) to USD exchange rate. The ability to draw down Peso cash balances is limited at this time due to government restrictions and market availability of U.S. Dollars. The devaluation of the Peso relative to the USD over the last several years has resulted in the recognition of exchange losses (refer to Note 6 – Supplementary Information, to the Consolidated Financial Statements). As of December 31, 2022, a further 10 percent deterioration in the official Peso to USD exchange rate would reduce the USD value of our net monetary assets and negatively impact pre-tax earnings by approximately $15 million. We will continue to assess the implications to our operations and financial reporting.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Consolidated Financial Statements include the accounts of the company and subsidiaries in which a controlling interest is maintained. For those consolidated subsidiaries in which the company's ownership is less than 100 percent, the outside stockholders' interests are shown as noncontrolling interests. Investments in affiliates over which the company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method.
The company is also involved with certain joint ventures accounted for under the equity method of accounting that are variable interest entities ("VIEs"). The company is not the primary beneficiary, as the nature of the company's involvement with the VIEs does not provide it the power to direct the VIEs significant activities. Future events may require these VIEs to be consolidated if the company becomes the primary beneficiary. At December 31, 2022 and 2021, the maximum exposure to loss related to the nonconsolidated VIEs is not considered material to the Consolidated Financial Statements.
Use of Estimates in Financial Statement Preparation
The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The company’s consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash equivalents represent investments with maturities of three months or less from time of purchase. They are carried at cost plus accrued interest.
Restricted Cash Equivalents
Restricted cash equivalents primarily consist of trust assets and contributions to the escrow account for the settlement of legacy PFAS matters and the associated qualified spend. Corteva classifies restricted cash equivalents as current or noncurrent based on the nature of the restrictions, which are included in other current assets and other assets, respectively, in the Consolidated Balance Sheets. See Note 6 - Supplementary Information, to the Consolidated Financial Statements, for further information.
Marketable Securities
Marketable securities represent investments in fixed and floating rate financial instruments with maturities greater than three months and up to twelve months at time of purchase. Investments classified as held-to-maturity are recorded at amortized cost. The carrying value approximates fair value due to the short-term nature of the investments. Investments classified as debt securities that are available-for-sale are carried at estimated fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income (loss) or current period earnings if an allowance for credit losses has been established. The cost of investments sold is determined by specific identification.
Fair Value Measurements
Under the accounting guidance for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The company uses the following valuation techniques to measure fair value for its assets and liabilities:
| | | | | | | | |
| Level 1 | – | Quoted market prices in active markets for identical assets or liabilities; |
| | |
| Level 2 | – | Significant other observable inputs (e.g. quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs); |
| | |
| Level 3 | – | Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the asset or liability. |
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Foreign Currency Translation
The company's worldwide operations utilize the U.S. dollar ("USD") or a related foreign currency as the functional currency, where applicable. The company identifies its separate and distinct foreign entities and groups the foreign entities into two categories: 1) extension of the parent or foreign subsidiaries operating in a hyper-inflationary environment (USD functional currency) and 2) self-contained (related foreign functional currency). If a foreign entity does not align with either category, factors are evaluated and a judgment is made to determine the functional currency.
For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, which are re-measured at historical rates. Foreign currency income and expenses are re-measured at average exchange rates in effect during each month, except for expenses related to balance sheet amounts re-measured at historical exchange rates. Exchange gains and losses arising from re-measurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.
For foreign entities where a related foreign currency is the functional currency, assets and liabilities denominated in the related foreign currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are reported, net of their related tax effects, as a component of accumulated other comprehensive income (loss) in equity. Assets and liabilities denominated in other than the functional currency are re-measured into the functional currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during each month.
The company changes the functional currency of its separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.
Inventories
The company's inventories are valued at the lower of cost or net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead. Stores and supplies are valued at cost or net realizable value, whichever is lower; cost is generally determined by the average cost method.
As of December 31, 2022, approximately 55% and 45% of the company's inventories were accounted for under the first-in, first-out ("FIFO") and average cost methods, respectively. As of December 31, 2021, approximately 60% and 40% of the company's inventories were accounted for under the first-in, first-out ("FIFO") and average cost methods, respectively. Inventories accounted for under the FIFO method are primarily comprised of products with shorter shelf lives such as seeds. See Note 10 - Inventories, to the Consolidated Financial Statements, for further information.
The company establishes an obsolescence reserve for inventory based upon quality considerations and assumptions about future demand and market conditions.
Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. When assets are surrendered, retired, sold, or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from the Consolidated Balance Sheets and included in determining gain or loss on such disposals.
Goodwill and Other Intangible Assets
The company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. The company performs an annual goodwill impairment test in the fourth quarter.
When testing goodwill for impairment, the company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. If additional quantitative testing is required, the reporting unit's fair value is compared with its carrying amount, and an impairment charge, if any, is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, limited to the amount of goodwill associated with the reporting unit. The company determines fair values for each of the reporting units using a discounted cash flow model (a form of the income approach) or the market approach. Under the income approach, fair value is
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The company's significant assumptions in this analysis include future cash flow projections, weighted average cost of capital, the terminal growth rate, and the tax rate. Under the market approach, the company uses metrics of publicly traded companies or historically completed transactions for comparable companies. See Note 12 - Goodwill and Other Intangible Assets, to the Consolidated Financial Statements, for further information on goodwill.
Indefinite-lived intangible assets are tested for impairment at least annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. Impairment exists when carrying value exceeds fair value. The company performs an impairment assessment using the relief from royalty method (a form of the income approach) using Level 3 inputs within the fair value hierarchy. The significant assumptions used in the calculation included projected revenue, the royalty rate, the discount rate, and the terminal growth rate. These significant assumptions involve management judgment and estimates relating to future operating performance and economic conditions that may differ from actual cash flows.
Definite-lived intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from 2 years to 25 years. The company continually evaluates the reasonableness of the useful lives of these assets. Once these assets are no longer considered held and used, they are removed from the Consolidated Balance Sheets.
Leases
The company determines whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and the company has the right to control the asset. Operating lease right-of-use ("ROU") assets are included in other assets on the company’s Consolidated Balance Sheets. Operating lease liabilities are included in accrued and other current liabilities and other noncurrent obligations on the company’s Consolidated Balance Sheets. Finance lease assets are included in property, plant and equipment on the company’s Consolidated Balance Sheets. Finance lease liabilities are included in short-term borrowings and finance lease obligations and long-term debt on the company’s Consolidated Balance Sheets.
Operating lease ROU assets represent the company’s right to use an underlying asset for the lease term and lease liabilities represent the company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the company’s leases do not provide the lessor's implicit rate, the company uses its incremental borrowing rate at the commencement date in determining the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The company recognizes lease expense for these leases on a straight-line basis over the lease term.
The company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all asset classes. In the Consolidated Statements of Operations, lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term. See Note 13 - Leases, to the Consolidated Financial Statements, for further information.
Impairment of Long-Lived Assets
The company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset group is considered impaired when the total projected undiscounted cash flows from the assets are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset group. The company's fair value methodology is an estimate of fair market value which is made based on prices of similar assets or other valuation methodologies including present value techniques. Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value. Depreciation is recognized over the remaining useful life of the assets.
Derivative Instruments
Derivative instruments are reported in the Consolidated Balance Sheets at their fair values. The company utilizes derivatives to manage exposures to foreign currency exchange rates and commodity prices. Changes in the fair values of derivative instruments that are not designated as hedges are recorded in current period earnings. For derivative instruments designated as cash flow hedges, the gain (loss) is reported in accumulated other comprehensive income (loss) until it is cleared to earnings during the same period in which the hedged item affects earnings. For derivative instruments designated as net investment hedges, the gain (loss) is reported within accumulated other comprehensive income (loss) until the subsidiary is divested.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
In the event that a derivative designated as a hedge of a firm commitment or an anticipated transaction is terminated prior to the maturation of the hedged transaction, the net gain or loss in accumulated other comprehensive income (loss) generally remains in accumulated other comprehensive income (loss) until the item that was hedged affects earnings. If a hedged transaction matures, or is sold, extinguished, or terminated prior to the maturity of a derivative designated as a hedge of such transaction, gains or losses associated with the derivative through the date the transaction matured are included in the measurement of the hedged transaction and the derivative is reclassified as for trading purposes. Derivatives designated as hedges of anticipated transactions are reclassified as for trading purposes if the anticipated transaction is no longer probable.
The company included foreign currency exchange contract settlements within cash flows from operating activities, regardless of hedge accounting qualification. See Note 19 - Financial Instruments, to the Consolidated Financial Statements, for additional discussion regarding the company's objectives and strategies for derivative instruments.
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the Consolidated Balance Sheets in accrued and other current liabilities and other noncurrent obligations at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the Consolidated Balance Sheets as accounts and notes receivable - net.
Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.
Revenue Recognition
The company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To determine the revenue recognition for an arrangement considered to be a contract with a customer, the company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 4 - Revenue, to the Consolidated Financial Statements, for additional information on revenue recognition.
Prepaid Royalties
The company currently has certain third-party biotechnology trait license agreements, which require up-front and variable payments subject to the licensor meeting certain conditions. These payments are reflected as other current assets and other assets in the Consolidated Balance Sheets and are amortized to cost of goods sold in the Consolidated Statement of Operations as seeds containing the respective trait technology are utilized over the life of the license. The rate of royalty amortization expense recognized is based on the company’s strategic plans which include various assumptions and estimates including product portfolio, market dynamics, farmer preferences, growth rates and projected planted acres. Changes in factors and assumptions included in the strategic plans, including potential changes to the product portfolio in favor of internally developed biotechnology, could impact the rate of recognition of the relevant prepaid royalty.
At December 31, 2022, the balance of prepaid royalties reflected in other current assets and other assets in the Consolidated Balance Sheets was $224 million and $101 million, respectively. The majority of the balance of prepaid royalties relates to the company’s wholly owned subsidiary, Pioneer Hi-Bred International, Inc.’s (“Pioneer”) non-exclusive license in the United States and Canada for the Monsanto Company's Genuity® Roundup Ready 2 Yield® glyphosate tolerance trait and Roundup Ready 2 Xtend® glyphosate and dicamba tolerance trait for soybeans (“Roundup Ready 2 License Agreement”). Each of these licensed technologies are now trademarks of the Bayer Group, which acquired the Monsanto Company in 2018. The prepaid royalty asset relates to a series of up-front, fixed and variable royalty payments to utilize the traits in Pioneer’s soybean product mix. The company’s historical expectation was that the technology licensed under the Roundup Ready 2 License Agreement would be used as the primary herbicide tolerance trait platform in the Pioneer® brand soybean through the term of the agreement. DAS and MS Technologies, L.L.C. jointly developed and own the Enlist E3TM herbicide tolerance trait for soybeans which provides tolerance to 2, 4-D choline in Enlist Duo® and Enlist One® herbicides, as well as glyphosate and glufosinate herbicides. In connection with the validation of breeding plans and large-scale product development timelines, during the fourth quarter of 2019, the company committed to accelerate the ramp up of the Enlist E3TM trait platform in the company’s soybean
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
portfolio mix across all brands, including Pioneer® brands, over the subsequent five years. During the ramp-up period, the company has began to significantly reduce the volume of products with the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits, with expected minimal use of the trait platform thereafter for the remainder of the Roundup Ready 2 License Agreement (the “Transition Plan”). The rate of royalty expense has therefore increased significantly through higher amortization of the prepaid royalty as fewer seeds containing the respective trait are expected to be utilized.
In connection with the departure from these traits, beginning January 1, 2020 the company presents and discloses the non-cash accelerated prepaid royalty amortization expense as a component of restructuring and asset related charges - net, in the Consolidated Statement of Operations. The accelerated prepaid royalty amortization expense represents the difference between the rate of amortization based on the revised number of units expected to contain the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® trait technology and the variable cash rate per the Roundup Ready 2 License Agreement.
Further changes in factors and assumptions associated with usage of the trait platform licensed under the Roundup Ready 2 License Agreement, including the Transition Plan, could further impact the rate of recognition of the prepaid royalty and Consolidated Statement of Operations presentation of the accelerated prepaid royalty amortization expense.
Cost of Goods Sold
Cost of goods sold primarily includes the cost of manufacture and delivery, ingredients or raw materials, direct salaries, wages and benefits and overhead, non-capitalizable costs associated with capital projects, royalties and other operational expenses. No amortization of intangibles is included within cost of goods sold.
Research and Development
Research and development costs are expensed as incurred. Research and development expense includes costs (primarily consisting of employee costs, materials, contract services, research agreements, and other external spend) relating to the discovery and development of new products.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily include selling and marketing expenses, commissions, functional costs, and business management expenses.
Litigation and Other Contingencies
Accruals for legal matters and other contingencies are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Legal costs, such as outside counsel fees and expenses, are charged to expense in the period incurred.
Severance Costs
Severance benefits are provided to employees under the company's ongoing benefit arrangements. Severance costs are accrued when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated.
Insurance/Self-Insurance
The company self-insures certain risks where permitted by law or regulation, including workers' compensation, vehicle liability and employee related benefits. Liabilities associated with these risks are estimated in part by considering historical claims experience, demographic factors and other actuarial assumptions. For other risks, the company uses a combination of insurance and self-insurance, reflecting comprehensive reviews of relevant risks. A receivable for an insurance recovery is generally recognized when the loss has occurred and collection is considered probable.
Income Taxes
The company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date.
The company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The current portion of uncertain income tax positions is included in income taxes payable or income tax receivable, and the long-term portion is included in other noncurrent obligations or other noncurrent assets in the Consolidated Balance Sheets.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Income tax related penalties are included in the provision for (benefit from) income taxes in the Consolidated Statements of Operations. Interest accrued related to unrecognized tax benefits is included within the provision for (benefit from) income taxes from continuing operations in the Consolidated Statements of Operations.
Earnings per Common Share
The calculation of earnings per common share is based on the weighted-average number of the company’s common shares outstanding for the applicable period. The calculation of diluted earnings per common share reflects the effect of all potential common shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive.
NOTE 3 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities to disclose transactions with a governmental entity for which a grant or contribution accounting model is used in recognizing and measuring such transactions. This standard is effective for fiscal years beginning after December 15, 2021, and early adoption is permitted. The company adopted this guidance on January 1, 2022 and it did not have a material impact on the company’s disclosures.
Accounting Guidance Issued But Not Adopted as of December 31, 2022
In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU includes amendments that require a buyer in supplier finance programs to disclose key terms of the programs and related obligations, including a rollforward of such obligations. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023, and early adoption is permitted. Retrospective application to all periods in which a balance sheet is presented is required, except for the rollforward requirement, which will be applied prospectively. The adoption of this guidance will result in the company being required to include certain disclosures relating to supplier financing programs and related obligations.
NOTE 4 - REVENUE
Revenue Recognition
Products
Substantially all of Corteva's revenue is derived from product sales. Product sales consist of sales of Corteva's products to farmers, distributors, and manufacturers. Corteva considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year. However, the company has some long-term contracts which can span multiple years.
Revenue from product sales is recognized when the customer obtains control of the company's product, which occurs at a point in time according to shipping terms. Payment terms are generally less than one year from invoicing. The company elected the practical expedient and does not adjust the promised amount of consideration for the effects of a significant financing component when the company expects it will be one year or less between when a customer obtains control of the company's product and when payment is due. When the company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to or at shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. In addition, the company elected the practical expedient to expense any costs to obtain contracts as incurred, as the amortization period for these costs would have been one year or less.
The transaction price includes estimates of variable consideration, such as rights of return, rebates, and discounts, that are reductions in revenue. All estimates are based on the company's historical experience, anticipated performance, and the company's best judgment at the time the estimate is made. Estimates of variable consideration included in the transaction price primarily utilize the expected value method based on historical experience. These estimates are reassessed each reporting period and are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur upon resolution of uncertainty associated with the variable consideration. The majority of contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as quantity times price per unit. For contracts with multiple performance obligations, the company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Licenses of Intellectual Property
Corteva enters into licensing arrangements with customers under which it licenses its intellectual property. Revenue from the majority of intellectual property licenses is derived from sales-based royalties. Revenue for licensing agreements that contain sales-based royalties is recognized at the later of (i) when the subsequent sale occurs or (ii) when the performance obligation to which some or all of the royalty has been allocated is satisfied.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. The company applies the practical expedient to disclose the transaction price allocated to remaining performance obligations for only those contracts with an original duration of one year or more. The transaction price allocated to remaining performance obligations with an original duration of more than one year related to material rights granted to customers for contract renewal options were $131 million and $123 million at December 31, 2022 and December 31, 2021, respectively. The company expects revenue to be recognized for the remaining performance obligations evenly over the period of one year to six years.
Contract Balances
Contract liabilities primarily reflect deferred revenue from prepayments under contracts with customers where the company receives advance payments for products to be delivered in future periods. Corteva classifies deferred revenue as current or noncurrent based on the timing of when the company expects to recognize revenue. Contract assets primarily include amounts related to conditional rights to consideration for completed performance not yet invoiced. Accounts receivable are recorded when the right to consideration becomes unconditional.
| | | | | | | | |
| Contract Balances | December 31, 2022 | December 31, 2021 |
| (In millions) |
Accounts and notes receivable - trade1 | $ | 4,261 | | $ | 3,561 | |
Contract assets - current2 | $ | 26 | | $ | 24 | |
Contract assets - noncurrent3 | $ | 64 | | $ | 58 | |
| Deferred revenue - current | $ | 3,388 | | $ | 3,201 | |
Deferred revenue - noncurrent4 | $ | 107 | | $ | 120 | |
1.Included in accounts and notes receivable - net in the Consolidated Balance Sheets.
2.Included in other current assets in the Consolidated Balance Sheets.
3.Included in other assets in the Consolidated Balance Sheets.
4.Included in other noncurrent obligations in the Consolidated Balance Sheets.
Revenue recognized during the year ended December 31, 2022, December 31, 2021, and December 31, 2020 from amounts included in deferred revenue at the beginning of the period was $3,150 million, $2,613 million, and $2,540 million, respectively.
Disaggregation of Revenue
Corteva's operations are classified into two reportable segments: Seed and Crop Protection. The company disaggregates its revenue by major product line and geographic region, as the company believes it best depicts the nature, amount and timing of its revenue. Net sales by major product line are included below:
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Corn | $ | 5,955 | | $ | 5,618 | | $ | 5,182 | |
| Soybean | 1,810 | | 1,568 | | 1,445 | |
| Other oilseeds | 714 | | 752 | | 619 | |
| Other | 500 | | 464 | | 510 | |
| Seed | 8,979 | | 8,402 | | 7,756 | |
| Herbicides | 4,591 | | 3,815 | | 3,280 | |
| Insecticides | 1,831 | | 1,730 | | 1,764 | |
| Fungicides | 1,450 | | 1,310 | | 1,032 | |
| Other | 604 | | 398 | | 385 | |
| Crop Protection | 8,476 | | 7,253 | | 6,461 | |
| Total | $ | 17,455 | | $ | 15,655 | | $ | 14,217 | |
Sales are attributed to geographic regions based on customer location. Net sales by geographic region and segment are included below:
| | | | | | | | | | | |
| Seed | For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
North America1 | $ | 5,178 | | $ | 5,004 | | $ | 4,795 | |
EMEA2 | 1,609 | | 1,599 | | 1,468 | |
| Latin America | 1,758 | | 1,420 | | 1,117 | |
| Asia Pacific | 434 | | 379 | | 376 | |
| Total | $ | 8,979 | | $ | 8,402 | | $ | 7,756 | |
| | | | | | | | | | | |
| Crop Protection | For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
North America1 | $ | 3,116 | | $ | 2,532 | | $ | 2,373 | |
EMEA2 | 1,647 | | 1,524 | | 1,374 | |
| Latin America | 2,687 | | 2,125 | | 1,688 | |
| Asia Pacific | 1,026 | | 1,072 | | 1,026 | |
| Total | $ | 8,476 | | $ | 7,253 | | $ | 6,461 | |
1.Represents U.S. & Canada.
2.Europe, Middle East, and Africa ("EMEA").
Refer to Note 21 - Geographic Information for the breakout of consolidated net sales by geographic area.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 5 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
2022 Restructuring Actions
In connection with the company’s shift to a global business unit model, the company assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential. As a result of this assessment, the company has committed to restructuring actions that, combined with the impact of the company’s separate announcement to withdraw from Russia (“Russia Exit”) (collectively the “2022 Restructuring Actions”), is expected to result in total net pre-tax restructuring and other charges of $350 million to $420 million comprised of $105 million to $120 million of severance and related benefit costs, $125 million to $150 million of asset related charges, $65 million to $80 million of costs related to contract terminations (including early lease terminations) and $55 million to $70 million of other charges.
Cash payments related to these charges are anticipated to be $180 million to $210 million, of which approximately $90 million has been paid through December 31, 2022, and primarily relate to the payment of severance and related benefits, contract terminations and other charges. The restructuring actions associated with these charges are expected to be substantially complete in 2023.
The total net pre-tax restructuring and other charges included $48 million associated with the Russia Exit for the year ended December 31, 2022. The Russia Exit net pre-tax restructuring charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges, and $26 million of costs related to contract terminations (including early lease terminations). Other pre-tax charges associated with the Russia Exit were recorded to cost of goods sold and other income (expense) – net in the Consolidated Statement of Operations, relating to inventory write-offs of $2 million and settlement costs of $8 million, respectively. Additional pre-tax charges up to $20 million associated with the Russia Exit are possible, primarily associated with the collectibility of government receivables. The company also recorded a pre-tax benefit of $3 million relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase, which consisted of $8 million of net sales and $5 million of cost of goods sold in the Consolidated Statement of Operations (“Russian Seed Sale”).
The charges related to the 2022 Restructuring Actions related to the segments, as well as corporate expenses, for the year ended December 31, 2022 were as follows:
| | | | | |
| (In millions) | For the Year Ended December 31, 2022 |
| Seed | $ | 120 | |
| Crop Protection | 41 | |
| Corporate expenses | 111 | |
Total1 | $ | 272 | |
1.This amount excludes the pre-tax charges impacting the Seed segment recorded to cost of goods sold and other income (expense) - net in the company's Consolidated Statement of Operations, relating to inventory write-offs of $33 million, and a gain on sale of a business of $15 million, settlement costs associated with the Russia Exit, and charges associated with the exit of a non-strategic asset of $5 million, respectively. This amount also excludes the Russian Seed Sale, which impacted the Seed segment.
The following table is a summary of charges incurred related to 2022 Restructuring Actions for the year ended December 31, 2022:
| | | | | |
| (In millions) | For the Year Ended December 31, 2022 |
| Severance and related benefit costs | $ | 111 | |
| Asset related charges | 104 |
Contract termination charges1 | 57 |
Total restructuring and asset related charges - net2 | $ | 272 | |
1.Contract terminations includes early lease terminations.
2.This amount excludes the pre-tax charges impacting the Seed segment recorded to cost of goods sold and other income (expense) - net in the company's Consolidated Statement of Operations, relating to inventory write-offs of $33 million, and a gain on sale of a business of $15 million, settlement costs associated with the Russia Exit, and charges associated with the exit of a non-strategic asset of $5 million, respectively. This amount also excludes the Russian Seed Sale, which impacted the Seed segment.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
A reconciliation of the December 31, 2021 to the December 31, 2022 liability balances related to the 2022 Restructuring Actions is summarized below:
| | | | | | | | | | | | | | |
| (In millions) | Severance and Related Benefit Costs | Asset Related | Contract Termination1 | Total |
| Balance at December 31, 2021 | $ | — | | $ | — | | $ | — | | $ | — | |
| Charges to income from continuing operations | 111 | | 104 | | 57 | | 272 | |
| Payments | (40) | | — | | (45) | | (85) | |
| Asset write-offs | — | | (104) | | — | | (104) | |
| Balance at December 31, 2022 | $ | 71 | | $ | — | | $ | 12 | | $ | 83 | |
1.The liability for contract terminations includes lease obligations. The cash impact of these obligations will be substantially complete in 2023.
2021 Restructuring Actions
During the first quarter of 2021, Corteva approved restructuring actions designed to right-size and optimize its footprint and organizational structure according to the business needs in each region with the focus on driving continued cost improvement and productivity. Through the year ended December 31, 2022, the company recorded net pre-tax restructuring charges of $160 million inception-to-date under the 2021 Restructuring Actions, consisting of $69 million of severance and related benefit costs, $45 million of asset related charges, $6 million of asset retirement obligations and $40 million of costs related to contract terminations (including early lease terminations). The company does not anticipate any additional material charges from the 2021 Restructuring Actions as actions associated with this charge were substantially complete by the end of 2021.
The charges related to the 2021 Restructuring Actions related to the segments, as well as corporate expenses, for the years ended December 31, 2022 and 2021 were as follows:
| | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 |
| Seed | $ | (1) | | $ | 31 | |
| Crop Protection | (1) | | 55 | |
| Corporate expenses | (5) | | 81 | |
| Total | $ | (7) | | $ | 167 | |
The following table is a summary of charges incurred related to 2021 Restructuring Actions for the years ended December 31, 2022 and 2021:
| | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 |
| Severance and related benefit costs | $ | (5) | | $ | 74 | |
| Asset related charges | — | | 51 | |
| Contract termination charges | (2) | | 42 | |
| Total restructuring and asset related charges - net | $ | (7) | | $ | 167 | |
A reconciliation of the December 31, 2021 to the December 31, 2022 liability balances related to the 2021 Restructuring Actions is summarized below:
| | | | | | | | | | | | | | |
| (In millions) | Severance and Related Benefit Costs | Asset Related | Contract Termination | Total |
| Balance at December 31, 2021 | $ | 52 | | $ | — | | $ | 12 | | $ | 64 | |
| Charges to income from continuing operations | (5) | | — | | (2) | | (7) | |
| Payments | (37) | | — | | (10) | | (47) | |
| Asset write-offs | — | | — | | — | | — | |
| Balance at December 31, 2022 | $ | 10 | | $ | — | | $ | — | | $ | 10 | |
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Execute to Win Productivity Program
During the first quarter of 2020, Corteva approved restructuring actions designed to improve productivity through optimizing certain operational and organizational structures primarily related to the Execute to Win Productivity Program. The company recorded net pre-tax restructuring charges of $173 million inception-to-date under the Execute to Win Productivity Program, consisting of $120 million of asset related charges and $53 million of severance and related benefit costs. Actions associated with the Execute to Win Productivity Program were substantially complete by the end of 2020.
The Execute to Win Productivity Program charges related to the segments, as well as corporate expenses for the years ended December 31, 2022, 2021, and 2020, were as follows:
| | | | | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Seed | $ | — | | $ | — | | $ | 15 | |
| Crop Protection | (4) | | 11 | | 98 | |
| Corporate expenses | (8) | | (2) | | 63 | |
| Total | $ | (12) | | $ | 9 | | $ | 176 | |
The following table is a summary of charges incurred related to the Execute to Win Productivity Program for the years ended December 31, 2022, 2021 and 2020:
| | | | | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Severance and related benefit costs - net | $ | (8) | | $ | (2) | | $ | 63 | |
| Asset related charges | (4) | | 11 | | 113 | |
| Total restructuring and asset related charges - net | $ | (12) | | $ | 9 | | $ | 176 | |
Other Asset Related Charges
For the years ended December 31, 2022, 2021, and 2020 the company recognized $109 million, $125 million, and $159 million respectively, in restructuring and asset related charges - net in the Consolidated Statements of Operations, from non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 6 - SUPPLEMENTARY INFORMATION
| | | | | | | | | | | |
| Other Income (Expense) - Net | For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Interest income | $ | 124 | | $ | 77 | | $ | 56 | |
| Equity in earnings (losses) of affiliates - net | 20 | | 14 | | — | |
Net gain (loss) on sales of businesses and other assets1 | 18 | | 21 | | (2) | |
Net exchange gains (losses)2 | (229) | | (54) | | (174) | |
Non-operating pension and other post employment benefit credits (costs)3 | 163 | | 1,318 | | 368 | |
Miscellaneous income (expenses) - net4 | (156) | | (28) | | (36) | |
| Other income (expense) - net | $ | (60) | | $ | 1,348 | | $ | 212 | |
1. The years ended December 31, 2022 and 2021 include a gain of $15 million and $19 million, respectively, relating to the sale of a business in the crop protection segment. The year ended December 31, 2020 includes a loss of $(53) million and a gain of $27 million relating to the sale of the La Porte site, for which the company signed an agreement in 2020, and closed during the first quarter of 2021, and the sale of a business in Asia Pacific in the crop protection segment, respectively.
2. Includes net pre-tax exchange gains (losses) of $(110) million, $(67) million and $(82) million associated with the devaluation of the Argentine peso for the years ended December 31, 2022, 2021 and 2020, respectively.
3. Includes non-service related components of net periodic benefit credits (costs) (interest cost, expected return on plan assets, amortization of unrecognized gain (loss), amortization of prior service benefit and settlement gain (loss)).
4. Includes losses from sale of receivables, tax indemnification adjustments related to changes in indemnification balances as a result of the application of the terms of the Tax Matters Agreement between Corteva and Dow and/or DuPont, and other items. The years ended December 31, 2022 and 2021 also includes the Employee Retention Credit of $9 million and $60 million, respectively, pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act (“CAA”) and American Rescue Plan Act (“ARPA”). The year ended December 31, 2022 also includes estimated settlement reserves of $(87) million, losses associated with a previously held equity investment, legal accruals, settlement cost associated with the Russia Exit, and charges associated with the exit of a non-strategic asset. The year ended December 31, 2021 includes a charge related to a contract termination with a third-party service provider of $(54) million, a gain from the remeasurement of an equity investment of $47 million, and an officer indemnification payment.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
The following table summarizes the impacts of the company's foreign currency hedging program on the company's results of operations. The company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the United States (U.S.), whereas the offsetting exchange gains (losses) on the remeasurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in other income (expense) - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the Consolidated Statements of Operations.
| | | | | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Subsidiary Monetary Position Gain (Loss) | | | |
| Pre-tax exchange gain (loss) | $ | (217) | | $ | (72) | | $ | (263) | |
| Local tax (expenses) benefits | (10) | | (30) | | 34 | |
| Net after-tax impact from subsidiary exchange gain (loss) | $ | (227) | | $ | (102) | | $ | (229) | |
| | | |
| Hedging Program Gain (Loss) | | | |
| Pre-tax exchange gain (loss) | $ | (12) | | $ | 18 | | $ | 89 | |
| Tax (expenses) benefits | 5 | | (4) | | (21) | |
| Net after-tax impact from hedging program exchange gain (loss) | $ | (7) | | $ | 14 | | $ | 68 | |
| | | |
| Total Exchange Gain (Loss) | | | |
| Pre-tax exchange gain (loss) | $ | (229) | | $ | (54) | | $ | (174) | |
| Tax (expenses) benefits | (5) | | (34) | | 13 | |
| Net after-tax exchange gain (loss) | $ | (234) | | $ | (88) | | $ | (161) | |
Cash, cash equivalents and restricted cash equivalents
The following table provides a reconciliation of cash and cash equivalents and restricted cash equivalents presented in the Consolidated Balance Sheets to the total cash, cash equivalents and restricted cash equivalents presented in the Consolidated Statements of Cash Flows. Corteva classifies restricted cash equivalents as current or noncurrent based on the nature of the restrictions, which are included in other current assets and other assets, respectively, in the Consolidated Balance Sheets.
| | | | | | | | |
| (In millions) | December 31, 2022 | December 31, 2021 |
| Cash and cash equivalents | $ | 3,191 | | $ | 4,459 | |
| Restricted cash equivalents | 427 | | 377 | |
| Total cash, cash equivalents and restricted cash equivalents | $ | 3,618 | | $ | 4,836 | |
Restricted cash equivalents primarily relates to a trust funded by EIDP for cash obligations under certain non-qualified benefit and deferred compensation plans due to the Merger, which was a change in control event, and contributions to escrow accounts established for the settlement of certain legal matters, which are classified as current, and the settlement of legacy PFAS matters and the associated qualified spend, which is classified as noncurrent.
Accounts payable
Accounts payable was $4,895 million and $4,126 million at December 31, 2022 and December 31, 2021, respectively. Accounts payable - trade, which is a component of accounts payable, was $3,717 million and $3,023 million at December 31, 2022 and December 31, 2021, respectively. Accrued discounts and rebates, which is a component of accounts payable, was approximately $1,030 million and $925 million at December 31, 2022 and 2021, respectively. No other components of accounts payable were more than 5 percent of total current liabilities.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 7 - INCOME TAXES
Domestic and foreign components of the income (loss) from continuing operations before income taxes and the provision for (benefit from) current and deferred tax expense (benefit) are shown below:
| | | | | | | | | | | |
| Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes | For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Income (loss) from continuing operations before income taxes | | | |
| Domestic | $ | (1) | | $ | 941 | | $ | (83) | |
| Foreign | 1,427 | | 1,405 | | 758 | |
| Income (loss) from continuing operations before income taxes | $ | 1,426 | | $ | 2,346 | | $ | 675 | |
| Current tax expense (benefit) | | | |
| Federal | $ | 65 | | $ | (13) | | $ | 28 | |
| State and local | 21 | | 6 | | 9 | |
| Foreign | 403 | | 329 | | 222 | |
| Total current tax expense (benefit) | $ | 489 | | $ | 322 | | $ | 259 | |
| Deferred tax expense (benefit) | | | |
| Federal | $ | (170) | | $ | 164 | | $ | (116) | |
| State and local | (39) | | 55 | | 27 | |
| Foreign | (70) | | (17) | | (251) | |
| Total deferred tax expense (benefit) | $ | (279) | | $ | 202 | | $ | (340) | |
| Provision for (benefit from) income taxes on continuing operations | 210 | | 524 | | (81) | |
| Net income (loss) from continuing operations after taxes | $ | 1,216 | | $ | 1,822 | | $ | 756 | |
The effective income tax rate applicable to income (loss) from continuing operations before income taxes was different from the statutory U.S. federal income tax rate due to the factors listed in the following table:
| | | | | | | | | | | |
| Reconciliation to U.S. Statutory Rate | For the Year Ended December 31, |
| 2022 | 2021 | 2020 |
| Statutory U.S. federal income tax rate | 21.0 | % | 21.0 | % | 21.0 | % |
Effective tax rates on international operations - net1 | (3.5) | | (2.5) | | (13.9) | |
Acquisitions, divestitures and ownership restructuring activities2 | (5.4) | | (0.1) | | (0.3) | |
| U.S. research and development credit | (2.2) | | (2.4) | | (2.9) | |
Exchange gains/losses3 | 3.7 | | 1.9 | | 3.5 | |
| State and local incomes taxes - net | 0.3 | | 2.1 | | 4.0 | |
Impact of Swiss Tax Reform4 | — | | 0.2 | | (27.0) | |
| Excess tax benefits/deficiencies from stock compensation | (0.7) | | (0.2) | | 1.0 | |
| Tax settlements and expiration of statute of limitations | 0.1 | | — | | 0.4 | |
| | | |
Repatriation of foreign earnings5,6 | 1.7 | | 1.0 | | 1.0 | |
Other – net5 | (0.3) | | 1.3 | | 1.2 | |
| Effective tax rate on income from continuing operations | 14.7 | % | 22.3 | % | (12.0) | % |
1. Includes the effects of local and U.S. taxes related to earnings of non-U.S. subsidiaries, changes in the amount of unrecognized tax benefits associated with these earnings, losses at non-U.S. subsidiaries without local tax benefits due to valuation allowances, and other permanent differences between tax and U.S. GAAP results. Includes a tax benefit of $(36) million for the year ended December 31, 2022, relating to the release of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil. Includes a tax benefit of $(51) million for the year ended December 31, 2020, related to a return to accrual adjustment associated with an elective change in accounting method for the 2019 tax year impact of foreign tax provisions.
2. Includes net tax benefit of $(55) million for the year ended December 31, 2022, related to deferred tax assets established upon change in a U.S. entity's tax characterization, as well as a net tax benefit of $(42) million for the year ended December 31, 2022, related to worthless stock deduction on Company's investment in a subsidiary after a change in the entity's legal structure.
3. Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized. Further information about the company's foreign currency hedging program is included in Note 6 - Supplementary Information, and Note 19 - Financial Instruments, under the heading Foreign Currency Risk.
4. Reflects tax benefits of $(182) million primarily driven by the recognition of an elective cantonal component of the enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform") for the year ended December 31, 2020.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
5. Prior year amounts in "other - net" and "repatriation of foreign earnings" for the years ended December 31, 2021 and 2020 have been reclassified from their previous presentation to conform to the current year's presentation.
6. Includes the effect of withholding tax on distribution of foreign earnings to the U.S., net of U.S. foreign tax credits.
Significant components of the company's net deferred tax asset (liability) were attributable to:
| | | | | | | | | | | | | | |
| Deferred Tax Balances at December 31, | 2022 | 2021 |
| (In millions) | Assets | Liabilities | Assets | Liabilities |
| Property | $ | — | | $ | 447 | | $ | — | | $ | 341 | |
Operating loss and tax credit carryforwards1 | 363 | | — | | 464 | | — | |
| Accrued employee benefits | 680 | | — | | 904 | | — | |
Other accruals and reserves3 | 545 | | — | | 372 | | — | |
| Intangibles | — | | 2,106 | | — | | 2,260 | |
| Inventory | 198 | | — | | 153 | | — | |
| Research and development capitalization | 418 | | — | | 224 | | — | |
| Investments | 40 | | — | | 36 | | — | |
| Unrealized exchange gains/losses | — | | 29 | | — | | 10 | |
Other – net3 | 40 | | — | | 42 | | — | |
| Subtotal | $ | 2,284 | | $ | 2,582 | | $ | 2,195 | | $ | 2,611 | |
Valuation allowances2 | (342) | | — | | (366) | | — | |
| Total | $ | 1,942 | | $ | 2,582 | | $ | 1,829 | | $ | 2,611 | |
| Net Deferred Tax Asset (Liability) | $ | (640) | | | $ | (782) | | |
1. Primarily related to the realization of recorded tax benefits on tax loss and credit carryforwards from operations in the United States and Spain.
2. During the year ended December 31, 2022, the company adjusted the valuation allowances recorded against the net deferred tax asset position of various legal entities, the largest of which relates to a legal entity in Brazil that resulted in a tax benefit of $(36) million.
3. Prior year amounts in "other accruals and reserves" and "other – net" have been reclassified from their previous presentation to conform to the current year's presentation. Adjustments did not impact the amount of the net deferred tax asset (liability) recorded in the Consolidated Balance Sheets.
Details of the company’s operating loss and tax credit carryforwards are shown in the following table:
| | | | | | | | |
| Operating Loss and Tax Credit Carryforwards | Deferred Tax Asset |
| (In millions) | 2022 | 2021 |
| Operating loss carryforwards | | |
| Expire within 5 years | $ | 127 | | $ | 123 | |
| Expire after 5 years or indefinite expiration | 158 | | 210 | |
| Total operating loss carryforwards | $ | 285 | | $ | 333 | |
| Tax credit carryforwards | | |
| Expire within 5 years | $ | 15 | | $ | 14 | |
| Expire after 5 years or indefinite expiration | 63 | | 117 | |
| Total tax credit carryforwards | $ | 78 | | $ | 131 | |
| Total Operating Loss and Tax Credit Carryforwards | $ | 363 | | $ | 464 | |
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | | | | |
| Total Gross Unrecognized Tax Benefits | For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Total unrecognized tax benefits as of beginning of period | $ | 377 | | $ | 395 | | $ | 426 | |
| Decreases related to positions taken on items from prior years | (3) | | (7) | | (14) | |
| Increases related to positions taken on items from prior years | 4 | | 13 | | 5 | |
| Increases related to positions taken in the current year | 11 | | 9 | | 6 | |
| Settlement of uncertain tax positions with tax authorities | (24) | | (17) | | (18) | |
| Decreases due to expiration of statutes of limitations | (5) | | (16) | | (7) | |
| Exchange (gain) loss | (3) | | — | | (3) | |
| Total unrecognized tax benefits as of end of period | $ | 357 | | $ | 377 | | $ | 395 | |
| Total unrecognized tax benefits that, if recognized, would impact the effective tax rate | $ | 139 | | $ | 157 | | $ | 156 | |
| Total amount of interest and penalties (benefits) recognized in provision for (benefit from) income taxes on continuing operations | $ | 1 | | $ | 1 | | $ | (2) | |
| Total accrual for interest and penalties associated with unrecognized tax benefits at end of period | $ | 13 | | $ | 11 | | $ | 18 | |
Each year the company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the company. As a result, there is an uncertainty in income taxes recognized in the company's financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. It is reasonably possible that changes to the company’s global unrecognized tax benefits could be significant; however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made. As of December 31, 2022, the company has made advance deposits of approximately $90 million to a foreign taxing authority, partially as a prerequisite to petition the court related to an open tax examination. These payments are accounted for as a prepaid asset, included in other assets in the Consolidated Balance Sheets.
Tax years that remain subject to examination for the company’s major tax jurisdictions are shown below:
| | | | | |
| Tax Years Subject to Examination by Major Tax Jurisdiction at December 31, 2022 | Earliest Open Year |
| Jurisdiction |
| Argentina | 2016 |
| Brazil | 2015 |
| Canada | 2012 |
| China | 2014 |
| France | 2019 |
| India | 2020 |
| Italy | 2017 |
| Switzerland | 2016 |
| United States: | |
| Federal income tax | 2012 |
| State and local income tax | 2008 |
Undistributed earnings of foreign subsidiaries and related companies that are deemed to be indefinitely invested amounted to $3,810 million at December 31, 2022. Distributions of profits from non-U.S. subsidiaries are subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply; these taxes are partially offset by U.S. foreign tax credits. The company is asserting indefinite reinvestment related to certain investments in foreign subsidiaries. Determination of the amount of unrecognized deferred tax liability related to indefinitely reinvested profits is not feasible primarily due to our legal entity structure and the complexity of U.S. and local tax laws.
For periods between the Merger on August 31, 2017, and the Corteva Distribution, Corteva and its subsidiaries were included in DowDuPont's consolidated federal income tax group and consolidated tax return. Generally, the consolidated tax liability of the DowDuPont U.S. tax group for each year was apportioned among the members of the consolidated group based on each member’s separate taxable income. Corteva, DuPont and Dow intend that to the extent federal and/or state corporate income tax
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
liabilities are reduced through the utilization of tax attributes of the other, settlement of any receivable and payable generated from the use of the other party’s sub-group attributes will be in accordance with a tax sharing agreement and/or Tax Matters Agreement. See Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further information related to indemnifications between Corteva, DuPont and Dow.
On August 16, 2022, the U.S. federal government enacted the Inflation Reduction Act of 2022 (“the Act”). The Act includes tax provisions, among other things, which implements (i) a 15 percent minimum tax on book income of certain large corporations; (ii) a one percent excise tax on net stock repurchases; and (iii) several tax incentives to promote clean energy. The company does not expect the Act to have a material impact on the company’s financial position, results of operations or cash flows.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 8 - EARNINGS PER SHARE OF COMMON STOCK
The following tables provide earnings per share calculations for the periods indicated below: | | | | | | | | | | | |
| Net Income (Loss) for Earnings Per Share Calculations - Basic and Diluted | For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Income (loss) from continuing operations after income taxes | $ | 1,216 | | $ | 1,822 | | $ | 756 | |
| Net income (loss) attributable to continuing operations noncontrolling interests | 11 | | 10 | | 20 | |
| | | |
| Income (loss) from continuing operations attributable to Corteva common stockholders | 1,205 | | 1,812 | | 736 | |
| | | |
| | | |
| (Loss) income from discontinued operations attributable to Corteva common stockholders | (58) | | (53) | | (55) | |
| Net income (loss) attributable to common stockholders | $ | 1,147 | | $ | 1,759 | | $ | 681 | |
| | | | | | | | | | | |
| Earnings (Loss) Per Share Calculations - Basic | For the Year Ended December 31, |
| (Dollars per share) | 2022 | 2021 | 2020 |
| Earnings (loss) per share of common stock from continuing operations | $ | 1.67 | | $ | 2.46 | | $ | 0.98 | |
| (Loss) earnings per share of common stock from discontinued operations | (0.08) | | (0.07) | | (0.07) | |
| Earnings (loss) per share of common stock | $ | 1.59 | | $ | 2.39 | | $ | 0.91 | |
| | | | | | | | | | | |
| Earnings (Loss) Per Share Calculations - Diluted | For the Year Ended December 31, |
| (Dollars per share) | 2022 | 2021 | 2020 |
| Earnings (loss) per share of common stock from continuing operations | $ | 1.66 | | $ | 2.44 | | $ | 0.98 | |
| (Loss) earnings per share of common stock from discontinued operations | (0.08) | | (0.07) | | (0.07) | |
| Earnings (loss) per share of common stock | $ | 1.58 | | $ | 2.37 | | $ | 0.91 | |
| | | | | | | | | | | |
| Share Count Information | For the Year Ended December 31, |
| (Shares in millions) | 2022 | 2021 | 2020 |
| Weighted-average common shares - basic | 720.8 | | 735.9 | | 748.7 | |
Plus dilutive effect of equity compensation plans1 | 3.7 | | 5.7 | | 2.5 | |
| | | |
| Weighted-average common shares - diluted | 724.5 | | 741.6 | | 751.2 | |
Potential shares of common stock excluded from EPS calculations2 | 1.5 | | 2.8 | | 9.4 | |
1.Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.
2.These outstanding potential shares of common stock relating to stock options, restricted stock units and performance-based restricted stock units were excluded from the calculation of diluted earnings (loss) per share because (i) the effect of including stock options and restricted stock units would have been anti-dilutive; and (ii) the performance metrics have not yet been achieved for the outstanding potential shares relating to performance-based restricted stock units, which are deemed to be contingently issuable.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 9 - ACCOUNTS AND NOTES RECEIVABLE - NET
| | | | | | | | |
| (In millions) | December 31, 2022 | December 31, 2021 |
Accounts receivable – trade1 | $ | 4,168 | | $ | 3,441 | |
Notes receivable – trade1,2 | 93 | | 120 | |
Other3 | 1,440 | | 1,250 | |
| Total accounts and notes receivable - net | $ | 5,701 | | $ | 4,811 | |
1.Accounts receivable – trade and notes receivable – trade are net of allowances of $194 million and $210 million at December 31, 2022 and December 31, 2021, respectively.
2.Notes receivable – trade primarily consists of receivables for deferred payment loan programs for the sale of seed and crop protection products to customers. These loans have terms of one year or less and are primarily concentrated in North America. The company maintains a rigid pre-approval process for extending credit to customers in order to manage overall risk and exposure associated with credit losses. As of December 31, 2022 and 2021, there were no significant impairments related to current loan agreements
3.Other includes receivables in relation to indemnification assets, value added tax, general sales tax and other taxes. No individual group represents more than 5 percent of total receivables. In addition, Other includes amounts due from nonconsolidated affiliates of $148 million and $104 million as of December 31, 2022 and 2021, respectively.
Accounts and notes receivable are carried at the expected amount to be collected, which approximates fair value. The company establishes the allowance for doubtful receivables using a loss-rate method where the loss rate is developed using past events, historical experience, current conditions and forecasts that affect the collectability of the financial assets.
The following table summarizes changes in the allowance for doubtful receivables for the years ended December 31, 2022 and 2021 respectively:
| | | | | |
| (In millions) |
| Balance at December 31, 2020 | $ | 208 | |
| Net provision for credit losses | 1 | |
| Write-offs charged against allowance / other | 1 | |
| Balance at December 31, 2021 | $ | 210 | |
| Net provision for credit losses | (13) | |
| Write-offs charged against allowance / other | (3) | |
| Balance at December 31, 2022 | $ | 194 | |
The company enters into various factoring agreements with third-party financial institutions to sell its trade receivables under both recourse and non-recourse agreements in exchange for cash proceeds. These financing arrangements result in a transfer of the company's receivables and risks to the third-party. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are derecognized from the Consolidated Balance Sheets upon transfer, and the company receives a payment for the receivables from the third-party within a mutually agreed upon time period. For arrangements involving an element of recourse, which is typically provided through a guarantee of accounts in the event of customer default, the guarantee obligation is measured using market data from similar transactions and reported as a current liability in the Consolidated Balance Sheets.
Trade receivables sold under these agreements were $134 million, $272 million, and $255 million for the years ended December 31, 2022, 2021 and 2020, respectively. The trade receivables sold that remained outstanding under these agreements which include an element of recourse as of December 31, 2022 and 2021 were $37 million and $166 million, respectively. The net proceeds received were included in cash provided by (used for) operating activities in the Consolidated Statements of Cash Flows. The difference between the carrying amount of the trade receivables sold and the sum of the cash received is recorded as a loss on sale of receivables in other income (expense) - net in the Consolidated Statements of Operations. The loss on sale of receivables were $19 million, $54 million, and $55 million for the years ended December 31, 2022, 2021 and 2020, respectively. See Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, for additional information on the company’s guarantees.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 10 - INVENTORIES
| | | | | | | | | |
| (In millions) | December 31, 2022 | December 31, 2021 | |
| Finished products | $ | 3,260 | | $ | 2,497 | | |
| Semi-finished products | 2,689 | | 2,076 | | |
| Raw materials and supplies | 862 | | 607 | | |
| Total inventories | $ | 6,811 | | $ | 5,180 | | |
NOTE 11 - PROPERTY, PLANT AND EQUIPMENT
| | | | | | | | | |
| (In millions) | December 31, 2022 | December 31, 2021 | |
| Land and land improvements | $ | 416 | | $ | 420 | | |
| Buildings | 1,541 | | 1,487 | | |
| Machinery and equipment | 6,077 | | 5,729 | | |
| Construction in progress | 517 | | 728 | | |
| Total property, plant and equipment | 8,551 | | 8,364 | | |
| Accumulated depreciation | (4,297) | | (4,035) | | |
| Total property, plant and equipment - net | $ | 4,254 | | $ | 4,329 | | |
Buildings, machinery and equipment and land improvements are depreciated over useful lives on a straight-line basis ranging from 2 to 25 years. Capitalizable costs associated with computer software for internal use are amortized on a straight-line basis over 2 to 7 years.
| | | | | | | | | | | | |
| For the Year Ended December 31, | |
| (In millions) | 2022 | 2021 | 2020 | |
| Depreciation expense | $ | 521 | | $ | 521 | | $ | 495 | | |
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 12 - GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The following table summarizes changes in the carrying amount of goodwill by segment for the years ended December 31, 2022 and 2021, respectively.
| | | | | | | | | | | | |
| (In millions) | | Crop Protection | Seed | Total |
| | | | |
| | | | |
| | | | |
| Balance as of December 31, 2020 | | $ | 4,745 | | $ | 5,524 | | $ | 10,269 | |
| Currency translation adjustment | | (73) | | (87) | | (160) | |
Other goodwill adjustments1 | | — | | (2) | | (2) | |
| Balance as of December 31, 2021 | | $ | 4,672 | | $ | 5,435 | | $ | 10,107 | |
| Currency translation adjustment | | (63) | | (72) | | (135) | |
Other goodwill adjustments2 | | 9 | | (19) | | (10) | |
| Balance as of December 31, 2022 | | $ | 4,618 | | $ | 5,344 | | $ | 9,962 | |
1.Consists of the goodwill included in the sale of a business in the seed segment.
2.Consists primarily of the goodwill included in the sale of a business in the crop protection segment and the reassignment of former digital reporting unit goodwill from the seed to the crop protection segment.
The company tests goodwill and other indefinite-lived intangible assets for impairment annually (during the fourth quarter), or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. Goodwill is evaluated for impairment using qualitative and / or quantitative testing procedures. The company performs goodwill impairment testing at the reporting unit level which is defined as the operating segment or one level below the operating segment. One level below the operating segment, or component, is a business in which discrete financial information is available and regularly reviewed by segment management. The company aggregates certain components into reporting units based on economic similarities.
In April 2022, the company implemented a global business unit organization model ("BU Reorganization"). The BU Reorganization did not have a material impact to the company’s historical reportable segments’ financial measures and had no impact on our determination of operating segments. However, it did result in the company’s digital reporting unit being merged into the seed and crop protection reporting units with the goodwill relating to the former digital reporting unit being reassigned to the seed and crop protection reporting units using a relative fair value allocation approach. As a result of the BU Reorganization, the company determined that a triggering event had occurred during the second quarter of 2022 that required an interim impairment assessment as of April 1, 2022. The interim impairment assessment was performed for the seed, crop protection, and the former digital reporting units immediately prior to the BU Reorganization and for the seed and crop protection reporting units immediately after the BU Reorganization resulting in no goodwill impairment charges.
The company performed annual quantitative testing on all of its reporting units and determined that no goodwill impairments existed in 2022 and 2021. As of December 31, 2022, accumulated impairment losses on goodwill were $4,503 million.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Other Intangible Assets
The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | December 31, 2022 | December 31, 2021 |
| | Gross | Accumulated
Amortization | Net | Gross | Accumulated
Amortization | Net |
Intangible assets subject to amortization (Definite-lived): | | | | | | |
| Germplasm | $ | 6,291 | | $ | (826) | | $ | 5,465 | | $ | 6,265 | | $ | (571) | | $ | 5,694 | |
Customer-related | 1,912 | | (585) | | 1,327 | | 1,953 | | (487) | | 1,466 | |
| Developed technology | 1,485 | | (830) | | 655 | | 1,485 | | (679) | | 806 | |
| Trademarks/trade names | 2,009 | | (251) | | 1,758 | | 2,012 | | (172) | | 1,840 | |
Favorable supply contracts1 | | | | 475 | | (396) | | 79 | |
Other2 | 395 | | (271) | | 124 | | 405 | | (256) | | 149 | |
Total other intangible assets with finite lives | 12,092 | | (2,763) | | 9,329 | | 12,595 | | (2,561) | | 10,034 | |
| | | | | | |
Intangible assets not subject to amortization (Indefinite-lived): | | | | | | |
| IPR&D | 10 | | — | | 10 | | 10 | | — | | 10 | |
Total other intangible assets | 10 | | — | | 10 | | 10 | | — | | 10 | |
| Total | $ | 12,102 | | $ | (2,763) | | $ | 9,339 | | $ | 12,605 | | $ | (2,561) | | $ | 10,044 | |
1.Effective November 1, 2022, the favorable supply contracts expired and were fully amortized.
2.Primarily consists of sales and farmer networks, marketing and manufacturing alliances and noncompetition agreements.
The aggregate pre-tax amortization expense from continuing operations for definite-lived intangible assets was $702 million, $722 million, and $682 million, for the year ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively.
Total estimated amortization expense for the next five fiscal years is as follows:
| | | | | |
| (In millions) | |
| 2023 | $ | 619 | |
| 2024 | $ | 605 | |
| 2025 | $ | 567 | |
| 2026 | $ | 557 | |
| 2027 | $ | 497 | |
NOTE 13 - LEASES
The company has operating and finance leases for real estate, transportation, certain machinery and equipment, and information technology assets. The company’s leases have remaining lease terms of approximately 1 to 40 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the company will exercise that option. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability.
Certain of the company's leases include residual value guarantees. These residual value guarantees are based on a percentage of the lessor's asset acquisition price and the amount of such guarantee declines over the course of the lease term. The portion of residual value guarantees that are probable of payment are included in the related lease liability. At December 31, 2022, the company has future maximum payments for residual value guarantees in operating leases of $219 million with final expirations through 2032. The company's lease agreements do not contain any material restrictive covenants.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
The components of lease cost for the years ended December 31, 2022, 2021 and 2020 were as follows:
| | | | | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Operating lease cost | $ | 152 | | $ | 158 | | $ | 197 | |
| Finance lease cost | | | |
| Amortization of right-of-use assets | 1 | | 1 | | 2 | |
| | | |
| Total finance lease cost | 1 | | 1 | | 2 | |
| Short-term lease cost | 18 | 14 | | 14 | |
| Variable lease cost | 8 | 8 | | 7 | |
| | | |
| Total lease cost | $ | 179 | | $ | 181 | | $ | 220 | |
Supplemental cash flow information related to leases for the years ended December 31, 2022, 2021 and 2020 was as follows:
| | | | | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Cash paid for amounts included in the measurement of lease liabilities: | | | |
| Operating cash outflows from operating leases | $ | 155 | | $ | 169 | | $ | 202 | |
| | | |
| Financing cash outflows from finance leases | $ | 1 | | $ | 1 | | $ | 1 | |
New leases entered into during the years ended December 31, 2022 and 2021 were not material, on an individual basis. Supplemental balance sheet information related to leases is as follows:
| | | | | | | | |
| (In millions) | December 31, 2022 | December 31, 2021 |
Operating Leases | | |
Operating lease right-of-use assets1 | $ | 460 | | $ | 458 | |
Current operating lease liabilities2 | 119 | | 121 | |
Noncurrent operating lease liabilities3 | 331 | | 338 | |
Total operating lease liabilities | $ | 450 | | $ | 459 | |
| | |
Finance Leases | | |
Property, plant, and equipment, gross | $ | 14 | | $ | 15 | |
Accumulated depreciation | (11) | | (11) | |
Property, plant, and equipment, net | 3 | | 4 | |
| Short-term borrowings and finance lease obligations | 1 | | 1 | |
| Long-Term Debt | 2 | | 3 | |
| Total finance lease liabilities | $ | 3 | | $ | 4 | |
1.Included in other assets in the Consolidated Balance Sheet.
2.Included in accrued and other current liabilities in the Consolidated Balance Sheet.
3.Included in other noncurrent obligations in the Consolidated Balance Sheet.
The company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.
| | | | | | | | |
| Lease Term and Discount Rate | December 31, 2022 | December 31, 2021 |
| Weighted-average remaining lease term (years) | | |
| Operating leases | 7.19 | 7.41 |
| Financing leases | 2.36 | 3.36 |
| Weighted average discount rate | | |
| Operating leases | 3.14 | % | 2.75 | % |
| Financing leases | 3.29 | % | 3.29 | % |
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Maturities of lease liabilities are as follows:
| | | | | | | | |
| Maturity of Lease Liabilities at December 31, 2022 | Operating Leases | Financing Leases |
| (In millions) |
| 2023 | $ | 130 | | $ | 1 | |
| 2024 | 95 | | 1 | |
| 2025 | 79 | | 1 | |
| 2026 | 65 | | — | |
| 2027 | 37 | | — | |
| 2028 and thereafter | 98 | | — | |
| Total lease payments | 504 | | 3 | |
| Less: Interest | 54 | | — | |
| Present value of lease liabilities | $ | 450 | | $ | 3 | |
NOTE 14 - LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
| | | | | | | | | | | | | | | |
| Long-Term Debt | | | |
| December 31, 2022 | | December 31, 2021 |
| (In millions) | Amount | Weighted Average Rate | | Amount | Weighted Average Rate |
| Promissory notes and debentures: | | | | | |
| Maturing in 2025 | $ | 500 | | 1.70 | % | | $ | 500 | | 1.70 | % |
| Maturing in 2030 | 500 | | 2.30 | % | | 500 | | 2.30 | % |
| Other loans: | | | | | |
| Foreign currency loans, various rates and maturities | 181 | | 14.80 | % | | 1 | | 6.82 | % |
| Medium-term notes, varying maturities through 2041 | 107 | | 4.27 | % | | 107 | | — | % |
| Finance lease obligations | 2 | | | | 3 | | |
| Less: Unamortized debt discount and issuance costs | 7 | | | | 10 | | |
| Less: Long-term debt due within one year | — | | | | 1 | | |
| Total | $ | 1,283 | | | | $ | 1,100 | | |
Principal payments of long-term debt are $181 million and $500 million for debt maturing in 2024 and 2025, respectively.
The estimated fair value of the company's long-term borrowings, was determined using Level 2 inputs within the fair value hierarchy, as described in Note 2 - Summary of Significant Accounting Policies. Based on quoted market prices for the same or similar issues, or on current rates offered to the company for debt of the same remaining maturities, the fair value of the company's long-term borrowings, not including long-term debt due within one year, was $1,172 million and $1,120 million at December 31, 2022 and 2021, respectively.
Foreign Currency Loans
The company enters into short-term and long-term foreign currency loans from time-to-time by accessing uncommitted revolving credit lines to fund working capital needs of foreign subsidiaries in the normal course of business ("Foreign Currency Loans"). Interest rates are variable and determined at the time of borrowing. Total unused bank credit lines on the Foreign Currency Loans at December 31, 2022 was approximately $75 million. The company's long-term Foreign Currency Loans have varying maturities through 2024.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Available Committed Credit Facilities
The following table summarizes the company's credit facilities:
| | | | | | | | | | | | | | | | | |
| Committed and Available Credit Facilities at December 31, 2022 | | |
| (In millions) | Effective Date | Committed Credit | Credit Available | Maturity Date | Interest |
| Revolving Credit Facility | May 2022 | $ | 3,000 | | $ | 3,000 | | May 2027 | Floating Rate |
| Revolving Credit Facility | May 2022 | 2,000 | | 2,000 | | May 2025 | Floating Rate |
| 364-Day Revolving Credit Facility | May 2022 | 500 | | 500 | | May 2023 | Floating Rate |
| Total Committed and Available Credit Facilities | | $ | 5,500 | | $ | 5,500 | | | |
Revolving Credit Facilities
In November 2018, EIDP entered into a $3 billion, 5 year revolving credit facility and a $3 billion, 3-year revolving credit facility (the "Revolving Credit Facilities”). The Revolving Credit Facilities became effective May 2019. Corteva, Inc. became a party at the time of the Corteva Distribution. In May 2021, the company entered into an amendment that extended the maturity date of the 3-year revolving credit facility from May 2022 to May 2023. Other than the change in maturity date, there were no material modifications to the terms of the credit facility. During May 2022, the Revolving Credit Facilities were refinanced for purposes of extending the maturity dates to 2027 and 2025 for the 5-year and 3-year Revolving Credit Facilities, respectively, lowering the facility amount of the 3-year revolving credit facility to $2 billion and transitioning the interest rate to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Revolving Credit Facilities contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At December 31, 2022, the company was in compliance with these covenants.
364-Day Revolving Credit Facility
In May 2022, the company entered into a $500 million, 364-day revolving credit agreement (the “364-Day Revolving Credit Facility”) expiring in May 2023. Borrowings under the 364-Day Revolving Credit Facility will have an interest rate equal to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin. The 364-Day Revolving Credit Facility includes a provision under which the company may convert any advances outstanding prior to the maturity date into term loans having a maturity date up to one year later. The 364-Day Revolving Credit Facility will be used for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The 364-Day Revolving Credit Facility contains customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the 364-Day Revolving Credit Facility contains a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At December 31, 2022, the company was in compliance with these covenants. In January 2023, the company amended and restated the 364-Day Revolving Credit Facility agreement to increase the facility amount to $1 billion and extend the expiration date from May 2023 to January 2024.
Uncommitted Credit Facilities and Outstanding Letters of Credit
Unused bank credit lines on uncommitted credit facilities were $485 million at December 31, 2022. These lines are available to support short-term liquidity needs and general corporate purposes, including letters of credit. Outstanding letters of credit were $143 million at December 31, 2022. These letters of credit support commitments made in the ordinary course of business.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 15 - COMMITMENTS AND CONTINGENT LIABILITIES
Guarantees
Indemnifications
In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transactions. The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite. In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters. If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party. The maximum amount of potential future payments is generally unlimited. See below for additional information relating to the indemnification obligations under the Chemours Separation Agreement and the Corteva Separation Agreement.
Obligations for Customers and Other Third Parties
The company has directly guaranteed various debt obligations under agreements with third parties related to customers and other third parties. At December 31, 2022 and 2021, the company had directly guaranteed $88 million and $105 million, respectively, of such obligations. These amounts represent the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees in the event of default by the guaranteed party. Of the maximum future payments at December 31, 2022, approximately $15 million had terms greater than one year. The maximum future payments include $16 million and $21 million of guarantees related to the various factoring agreements that the company enters into with third-party financial institutions to sell its trade receivables at December 31, 2022 and 2021, respectively. See Note 9 - Accounts and Notes Receivable - Net, to the Consolidated Financial Statements, for additional information.
The maximum future payments also include agreements with lenders to establish programs that provide financing for select customers. The terms of the guarantees are equivalent to the terms of the customer loans that are primarily made to finance customer invoices. The total amounts owed from customers to the lenders relating to these agreements was $202 million and $15 million at December 31, 2022 and 2021, respectively.
The company assesses the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.
Indemnifications under Separation Agreements
The company has entered into various agreements where the company is indemnified for certain liabilities. The term of this indemnification is generally indefinite, with exceptions, and includes defense costs and expenses, as well as monetary and non-monetary settlements and judgments. In connection with the recognition of liabilities related to these matters, the company records an indemnification asset when recovery is deemed probable.
Chemours/Performance Chemicals
Pursuant to the Chemours Separation Agreement resulting from the 2015 spin-off of the Performance Chemicals segment from Historical DuPont, Chemours indemnifies the company against certain litigation, environmental, workers' compensation and other liabilities that arose prior to the distribution.
In 2017, the Chemours Separation Agreement was amended to provide for a limited sharing of potential future liabilities related to alleged historical releases of perfluorooctanoic acids and its ammonium salts (“PFOA”) for a five-year period that began on July 6, 2017. In addition, in 2017, Chemours and EIDP settled multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”), resolving claims of about 3,550 plaintiffs alleging injury from exposure to PFOA in drinking water as a result of the historical manufacture or use of PFOA at the Washington Works plant outside Parkersburg, West Virginia. This plant was previously owned and/or operated by the performance chemicals segment of EIDP and is now owned and/or operated by Chemours.
On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against DuPont, EIDP, and Corteva, seeking, among other things, to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement (the “Delaware Litigation”). On March 30, 2020, the Court of Chancery granted a motion to dismiss. On December 15, 2020, the Delaware Supreme Court affirmed the judgment of the Court of Chancery. Meanwhile, a confidential arbitration process regarding the same and other claims proceeded (the “Arbitration”).
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
On January 22, 2021, Chemours, DuPont, Corteva and EIDP entered into a binding memorandum of understanding containing a settlement to resolve legal disputes originating from the Delaware Litigation and Arbitration, and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities arising out of pre-July 1, 2015 conduct (the “MOU”). The MOU replaces the 2017 amendment to the Chemours Separation Agreement. According to the terms of the cost sharing arrangement within the MOU, Corteva and DuPont together, on one hand, and Chemours, on the other hand, agreed to a 50-50 split of certain qualified expenses related to PFAS liabilities incurred over a term not to exceed twenty years or $4 billion of qualified spend and escrow account contributions (see below for discussion of the escrow account) in the aggregate. DuPont’s and Corteva’s 50% share under the MOU will be limited to $2 billion, including qualified expenses and escrow contributions. These expenses and escrow account contributions will be subject to the existing Letter Agreement, under which DuPont and Corteva will each bear 50% of the first $300 million (up to $150 million each), and thereafter DuPont bears 71% and Corteva bears the remaining 29%. Under the terms of the MOU, Corteva’s estimated aggregate share of the potential $2 billion is approximately $600 million.
In order to support and manage any potential future PFAS liabilities, the parties have also agreed to establish an escrow account ("MOU Escrow Account"). The MOU provides that (1) no later than each of September 30, 2021 and September 30, 2022, Chemours shall deposit $100 million into an escrow account and DuPont and Corteva shall together deposit $100 million in the aggregate into an escrow account and (2) no later than September 30 of each subsequent year through and including 2028, Chemours shall deposit $50 million into an escrow account and DuPont and Corteva shall together deposit $50 million in the aggregate into an escrow account. Subject to the terms and conditions set forth in the MOU, each party may be permitted to defer funding in any year (excluding 2021). Over this period, Chemours will deposit a total of $500 million in the account and DuPont and Corteva will deposit an additional $500 million pursuant to the terms of the Letter Agreement. Additionally, if on December 31, 2028, the balance of the escrow account (including interest) is less than $700 million, Chemours will make 50% of the deposits and DuPont and Corteva together will make 50% of the deposits necessary to restore the balance of the escrow account to $700 million pursuant to the terms of the Letter Agreement. Such payments will be made in a series of consecutive annual equal installments commencing on September 30, 2029, pursuant to the escrow account replenishment terms as set forth in the MOU. The MOU provides that no withdrawals from the MOU Escrow Account can be made before year six, except to fund mutually agreed upon third-party settlements in excess of $125 million. Starting with year six, withdrawals can only be made to fund qualified spend if the parties’ aggregate qualified spend in that particular year is greater than $200 million. Beginning with year 11, the amounts in the MOU Escrow Account can be used to fund any qualified spend.
The company made its annual installment deposits due to the MOU Escrow Account through December 31, 2022. These payments are classified as noncurrent restricted cash equivalents and included in other assets in the Consolidated Balance Sheets.
After the term of this arrangement, Chemours’ indemnification obligations under the original 2015 Chemours Separation Agreement, would continue unchanged, subject in each case to certain exceptions set out in the MOU. Under the MOU, Chemours waived specified claims regarding the construct of its 2015 spin-off transaction, and the parties will dismiss the Pending Arbitration regarding those claims. Additionally, the parties have agreed to resolve the Ohio MDL PFOA personal injury litigation (as discussed below). The parties are expected to cooperate in good faith to enter into additional agreements reflecting the terms set forth in the MOU.
Corteva Separation Agreement
On April 1, 2019, in connection with the Dow Distribution, Corteva, DuPont and Dow entered into the Corteva Separation Agreement, the Tax Matters Agreement, the Employee Matters Agreement, and certain other agreements (collectively, the “Corteva Separation Agreements”). The Corteva Separation Agreements allocate among Corteva, DuPont and Dow assets, employees, certain liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among the parties and provides for indemnification obligation among the parties. Under the Corteva Separation Agreements, DuPont will indemnify Corteva against certain litigation, environmental, tax, workers' compensation and other liabilities that arose prior to the Corteva Distribution and Dow indemnifies Corteva against certain litigation, environmental, tax, workers' compensation and other liabilities that relate to the Historical Dow business, and Corteva indemnifies DuPont and Dow for certain liabilities.
Under the Corteva Separation Agreement, certain legacy EIDP liabilities from discontinued and/or divested operations and businesses of EIDP (including Performance Chemicals) (a “stray liability”) were allocated to Corteva or DuPont. For those stray liabilities allocated to Corteva (which may include a specified amount of liability associated with that liability), Corteva is responsible for liabilities in an amount up to that specified amount plus an additional $200 million and, for those stray liabilities allocated to DuPont (which may include a specified amount of liability associated with that liability), DuPont is responsible for liabilities up to a specified amount plus an additional $200 million. Once each company has met the $200 million threshold, Corteva and DuPont will share future liabilities proportionally on the basis of 29% and 71%, respectively; provided, however,
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
that for PFAS, DuPont will manage such liabilities with Corteva and DuPont sharing the costs on a 50% - 50% basis starting from $1 and up to $300 million (with such amount, up to $150 million, to be credited to each company’s $200 million threshold) and once the $300 million threshold is met, then the companies will share proportionally on the basis of 29% and 71% respectively, subject to a $1 million de minimis requirement. During the second quarter of 2021, the aggregate amount of the company’s cash spent and liabilities accrued exceeded the stray liability thresholds, including PFAS, noted above. Therefore, liabilities recognized subsequent to the second quarter of 2021 are shared at the reduced rates noted above.
At December 31, 2022 and December 31, 2021, the indemnification assets were $31 million and $25 million, respectively, within accounts and notes receivable - net and $105 million and $75 million, respectively, within other assets in the Consolidated Balance Sheets. At December 31, 2022 and December 31, 2021, the indemnification liabilities were $31 million and $20 million, respectively, within accrued and other current liabilities and $115 millions and $117 million, respectively, within other noncurrent obligations in the Consolidated Balance Sheets.
Discontinued Operations Activity
For the year ended December 31, 2022 and 2020, the company recorded charges of $13 million and income of $10 million, to (loss) income from discontinued operations after income taxes, in the Consolidated Statement of Operations, related to the adjustment of certain prior year tax positions for previously divested businesses.
Litigation
The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory matters arising out of the normal course of its current businesses or legacy EIDP businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the separation of Corteva from DuPont. It is not possible to predict the outcome of these various proceedings, as considerable uncertainty exists. The company records accruals for legal matters when the information available indicates that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Accruals may reflect the impact and status of negotiations, settlements, rulings, advice from counsel and other information and events that may pertain to a particular matter. For the litigation matters discussed below, management believes that it is reasonably possible that the company could incur liabilities in excess of amounts accrued, the ultimate liability for which could be material to the results of operations and the cash flows in the period recognized. However, the company is unable to estimate the possible loss beyond amounts accrued due to various reasons, including, among others, that the underlying matters are either in early stages and/or have significant factual issues to be resolved. In addition, even when the company believes it has substantial defenses, the company may consider settlement of matters if it believes it is in the best interest of the company.
Lorsban® Lawsuits
As of December 31, 2022, there were pending personal injury lawsuits filed and additional asserted claims against the former Dow Agrosciences LLC, alleging injuries related to chlorpyrifos exposure, the active ingredient in Lorsban®, an insecticide used by commercial farms for field fruit, nut and vegetable crops. Corteva ended its production of Lorsban® in 2020. Chlorpyrifos products are restricted-use pesticides, which are not available for purchase or use by the general public, and may only be sold to, and used by, certified applicators or someone under the certified applicator's direct supervision. These lawsuits do not relate to Dursban®, a residential type chlorpyrifos product that was authorized for indoor purposes, which was discontinued over two decades ago prior to the Merger and Corteva’s formation and Separation. Claimants allege personal injury, including autism, developmental delays and/or decreased neurologic function, resulting from farm worker exposure and bystander drift and in utero exposure to chlorpyrifos. Certain claimants have also put forth remediation claims due to alleged property contamination from chlorpyrifos. As of December 31, 2022, an accrual was established for the estimated resolution of certain claims.
Federal Trade Commission Investigation
On May 26, 2020, Corteva received a subpoena from the Federal Trade Commission (“FTC”) directing it to submit documents pertaining to its crop protection products generally, as well as business plans, rebate programs, offers, pricing and marketing materials specifically related to its acetochlor, oxamyl, rimsulfuron and other related products in order to determine whether Corteva engaged in unfair methods of competition through anticompetitive conduct. Corteva has fully cooperated with all requests related to this subpoena. On September 29, 2022, the FTC, along with ten state attorneys general in California, Colorado, Illinois, Indiana, Iowa, Minnesota, Nebraska, Oregon, Wisconsin, and Texas, filed a lawsuit against Corteva and another competitor alleging the parties engaged in unfair methods of competition, unlawful conditioning of payments, unreasonably restrained trade, and have an unlawful monopoly (the “FTC lawsuit”). In December 2022, attorneys general in Tennessee and Washington joined the FTC lawsuit and the Arkansas state attorney general filed a separate lawsuit against Corteva and another competitor based on the allegations set forth in the FTC lawsuit. Several proposed private class action lawsuits were also filed in federal court alleging anticompetitive conduct based on the allegations set forth in the FTC lawsuit.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
In February 2023, these private lawsuits were centralized into a multi-district litigation in the U.S. District Court for the Middle District of North Carolina. We believe any such lawsuits related to Corteva’s business practices are without merit.
Litigation related to legacy EIDP businesses unrelated to Corteva’s current businesses
For purposes of this report, the term PFOA means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").
EIDP is a party to various legal proceedings relating to the use of PFOA by its former Performance Chemicals segment for which potential liabilities would be subject to the cost sharing arrangement under the MOU as long as it remains effective.
Leach Settlement and Ohio MDL Settlement
EIDP has residual liabilities under its 2004 settlement of a West Virginia state court class action, Leach v. EIDP, which alleged that PFOA from EIDP’s former Washington Works facility had contaminated area drinking water supplies and affected the health of area residents. The settlement class has about 80,000 members. In addition to relief that was provided to class members years ago, the settlement requires EIDP to continue providing PFOA water treatment to six area water districts and private well users and to fund, through an escrow account, up to $235 million for a medical monitoring program for eligible class members. As of December 31, 2022, approximately $2 million had been disbursed from the account since its establishment in 2012 and the remaining balance is approximately $1 million.
The Leach settlement permits class members to pursue personal injury claims for six health conditions (and no others) that an expert panel appointed under the settlement reported in 2012 had a “probable link” (as defined in the settlement) with PFOA: pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. After the panel reported its findings, approximately 3,550 personal injury lawsuits were filed in federal and state courts in Ohio and West Virginia and consolidated in multi-district litigation in the U.S. District Court for the Southern District of Ohio (“Ohio MDL”). The Ohio MDL was settled in early 2017 for approximately $670 million in cash, with Chemours and EIDP (without indemnification from Chemours) each paying half.
Post-MDL Settlement PFOA Personal Injury Claims
The 2017 Ohio MDL settlement did not resolve claims of plaintiffs who did not have claims in the Ohio MDL or whose claims are based on diseases first diagnosed after February 11, 2017. The first was a consolidated trial of two cases; the first, a kidney cancer case, which resulted in a hung jury, while the second, Travis and Julie Abbott v. E.I du Pont de Nemours and Company (the “Abbott Case”), a testicular cancer case, resulted in a jury verdict of $40 million in compensatory damages and $10 million for loss of consortium, plus interest. The loss of consortium award was subsequently reduced to $250,000 in accordance with state law limitations. Following entry of the judgment by the court, EIDP filed post-trial motions to reduce the verdict, and to appeal the verdict on the basis of procedural and substantive legal errors made by the trial court. In December 2022, the Sixth Circuit federal court ruled against the company’s appeal of the jury verdict. EIDP's motion for en banc review was denied in February 2023. Defense costs and future liabilities that may arise from these cases are subject to the terms and conditions of the MOU and the Corteva Separation Agreement. As of December 31, 2022, an accrual was established for this matter.
In January 2021, Chemours, DuPont and Corteva agreed to settle the remaining approximately 95 matters, as well as unfiled matters, remaining in the Ohio MDL, with the exception of the Abbott case, for $83 million, with Chemours contributing $29 million to the settlement, and DuPont and Corteva contributing $27 million each. The company paid $27 million during the year ended December 31, 2021. As agreed to in the settlement, the plaintiffs' counsel filed a motion to dissolve the MDL. In December 2022, the motion to dissolve the MDL was denied.
Other PFOA Matters
EIDP is a party to other PFOA lawsuits involving claims for property damage, medical monitoring and personal injury. Defense costs and any future liabilities that may arise out of these lawsuits are subject to the MOU and the cost sharing arrangement disclosed above. Under the MOU, fraudulent conveyance claims associated with these matters are not qualified expenses, unless Corteva, Inc. and EIDP would prevail on the merits of these claims.
EIDP did not make firefighting foams, PFOS, or PFOS products. While EIDP made surfactants and intermediaries that some manufacturers used in making foams, which may have contained PFOA as an unintended byproduct or an impurity, EIDP’s
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
products were not formulated with PFOA, nor was PFOA an ingredient of these products. EIDP has never made or sold PFOA as a commercial product.
Aqueous Firefighting Foams. Approximately 3,400 cases have been filed against 3M and other defendants, including EIDP and Chemours, and most including Corteva and DuPont, alleging PFOS or PFOA environmental contamination and/or personal injury from the use of aqueous firefighting foams. The majority of these cases have been transferred to a multi-district litigation proceeding in federal district court in South Carolina. Approximately 3,000 of these cases were filed on behalf of firefighters who allege personal injuries (primarily kidney and testicular cancer) as a result of exposure to aqueous firefighting foams. Approximately 270 of these cases were filed by water utility or municipal water districts. Most of these recent cases assert claims that the EIDP and Chemours separation constituted a fraudulent conveyance. The Stuart, Florida water district “bellwether” trial is scheduled for June 2023. The court has encouraged all parties to discuss resolution of the water utility and water district category of cases, and has appointed a mediator to facilitate discussions between the parties. Consistent with the Court's instruction and under the mutual obligations of the MOU, Corteva, EIDP, DuPont and Chemours have engaged with the plaintiff's counsel on the resolution of these cases.
New Jersey. In late March of 2019, the New Jersey State Attorney General filed four lawsuits against EIDP, Chemours, and others alleging that operations at and discharges from former EIDP sites in New Jersey (Chambers Works, Pompton Lakes, Parlin and Repauno) damaged the State’s natural resources. Two of these lawsuits (those involving the Chambers Works and Parlin sites) allege contamination from PFAS. The Ridgewood Water District in New Jersey filed suit in the first quarter 2019 against EIDP, Chemours, and others alleging losses related to the investigation, remediation and monitoring of polyfluorinated surfactants, including PFOA, in water supplies. DuPont and Corteva were subsequently added as defendants to these lawsuits. These lawsuits include claims under the New Jersey Industrial Site Recovery Act (“ISRA”) and for fraudulent conveyance.
EIDP and Chemours are also defendants in two lawsuits by a private water utility provider in New Jersey and New York alleging damages from PFAS releases into the environment, that impacted water sources that the utilities use to provide water, as well as products liability, negligence, nuisance, and trespass claims.
Ohio. EIDP is a defendant in three lawsuits, including an action by the State of Ohio based on alleged damage to natural resources, and an action by the City of Dayton claiming losses related to the investigation, remediation and monitoring of PFAS in water supplies. The trial with respect to the natural resources lawsuit is scheduled for February 2024. The third lawsuit, a putative nationwide class action ("the Hardwick Class Action") brought on behalf of anyone who has detectable levels of PFAS in their blood serum seeks declaratory and injunctive relief, including the establishment of a “PFAS Science Panel.” In March 2022, the trial court certified a class covering anyone subject to Ohio laws having minimal levels of PFOA plus at least one other PFAS in their blood. The trial court requested further briefing on whether the class should be extended to include other states that recognize analogous claims for relief. Because EIDP and the other defendants were granted permission by the court to appeal the class certification decision, further briefing on the extension of the class for the trial court has been paused subject to the outcome of the appeal.
New York. EIDP is a defendant in about 45 lawsuits, including a putative class action (the "Baker Class Action"), brought by persons who live in and around Hoosick Falls, New York. These lawsuits assert claims for medical monitoring, property damage and personal injury based on alleged PFOA releases from manufacturing facilities owned and operated by co-defendants in Hoosick Falls. The lawsuits allege that EIDP and others supplied materials used at these facilities resulting in PFOA air and water contamination. A court approved settlement was reached between the plaintiffs and the other co-defendants regarding the Baker Class Action case. In September 2022, the class certification of the Baker Class Action was granted, with the court certifying three separate classes consisting of a private well property damage class, a medical monitoring class and a nuisance class. EIDP will challenge the certification, and continue to defend itself on the merits of the case, while seeking an out of court resolution.
EIDP is also one of more than ten defendants in a lawsuit brought by the Town of East Hampton, New York alleging PFOA and PFOS contamination of the town’s well water. Additionally, EIDP along with Chemours and others, have been named defendants in complaints filed by 11 water districts in Nassau County, New York alleging that the drinking water they provide to customers is contaminated with PFAS and seeking reimbursement for clean-up costs. The water district complaints also include allegations of fraudulent transfer.
Other Natural Resource Damage Cases. EIDP is one of more than 30 defendants in lawsuits by Alabama and Georgia water utilities alleging contamination from PFCs, including PFOA, used by co-defendant carpet manufacturers to make their products more stain and grease resistant. In addition, the states of Alaska, California, Florida, Illinois, Massachusetts, Michigan, Mississippi, New Hampshire, North Carolina, Pennsylvania, South Dakota, Vermont and Wisconsin, along with Guam and the Marina Islands, filed lawsuits against EIDP, Chemours, and others, claiming, among other things, PFC (including PFOA)
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
contamination of groundwater and drinking water. The complaints seek reimbursement for past and future costs to investigate and remediate the alleged contamination and compensation for the loss of value and use of the state’s natural resources.
On July 13, 2021, Chemours, DuPont, EIDP and Corteva entered into a settlement agreement with the State of Delaware reflecting the companies' and the State's agreement to settle and fully resolve claims alleged against the companies regarding their historical Delaware operations, manufacturing, use and disposal of all chemical compounds, including PFAS. Under the settlement, if the companies, individually or jointly, within 8 years of the settlement, enter into a proportionally similar agreement to settle or resolve claims of another state for PFAS-related natural resource damages, for an amount greater than $50 million, the companies shall make a supplemental payment directly to the Natural Resources and Sustainability Trust (the “NRS Trust”) in an amount equal to such other states’ recovery in excess of $50 million ("Supplemental Payment"). Supplemental Payment(s), if any, will not exceed $25 million in the aggregate. All amounts paid by the companies under the settlement are subject to the MOU and the Corteva Separation Agreement. Under the settlement, if the state sues other parties and those parties seek contribution from the companies, the companies will have protection from contribution up to the amounts previously paid under the settlement agreement. The companies will also receive a credit up to the amount of the payment if the state seeks natural resource damage claims against the companies outside the scope of the settlement’s release of claims.
Netherlands. In April 2021, four municipalities in the Netherlands filed complaints alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours. The municipalities seek to recover costs incurred due to the alleged emissions, including damages for investigation costs, construction project delays, depreciation of land, soil remediation, liabilities to contractors, and attorneys’ fees. In September 2022, the court ordered a hearing on the merits to occur by May 2023.
Fayetteville Works Facility, North Carolina
Prior to the separation of Chemours, EIDP introduced GenX as a polymerization processing aid and a replacement for PFOA at the Fayetteville Works facility in Bladen County, North Carolina. The facility is now owned and operated by Chemours, which continues to manufacture and use GenX. In June 2022, the EPA issued a final health advisory for drinking water related to GenX. In July 2022, Chemours filed a petition in federal court for review of the EPA's GenX compounds health advisory.
At December 31, 2022, several actions are pending in federal court against Chemours and EIDP relating to PFC discharges from the Fayetteville Works facility. One of these is a consolidated putative class action that asserts claims for medical monitoring and property damage on behalf of putative classes of property owners and residents in areas near or who draw drinking water from the Cape Fear River. Another action is a consolidated action brought by various North Carolina water authorities, including the Cape Fear Public Utility Authority and Brunswick County, that seek actual and punitive damages as well as injunctive relief. In a state court action over approximately 100 private property owners near the Fayetteville Works facility filed a complaint against Chemours and EIDP in May 2020. The plaintiffs seek compensatory and punitive damages for their claims of private nuisance, trespass, and negligence allegedly caused by release of certain PFCs.
Generally, site-related expenses related to GenX claims are subject to the cost sharing arrangements as defined in the MOU.
Environmental
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. These obligations are included in accrued and other current liabilities and other noncurrent obligations in the Consolidated Balance Sheet. It is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration.
For a discussion of the allocation of environmental liabilities under the Chemours Separation Agreement and the Corteva Separation Agreement, see page F-37.
During the year ended December 31, 2022 and 2021, company recorded charges of $36 million and $48 million, to (loss) income from discontinued operations after income taxes in the Consolidated Statement of Operations, related to the MOU. The charges recorded for the year ended December 31, 2022 and 2021 primarily related to an increase in the environmental remediation accrual for Chemours' Fayetteville Works facility for estimated costs for off-site water systems and on-site surface water and groundwater remediation to address and abate PFAS discharges arising out of pre-July 1, 2015 conduct. The increase is the result of changes in Chemours’ environmental remediation activities at the site under the Consent Order between Chemours and the NC DEQ.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
The accrued environmental obligations and indemnification assets include the following:
| | | | | | | | | | | |
| As of December 31, 2022 |
| (In millions) | Indemnification Asset | Accrual balance3 | Potential exposure above amount accrued3 |
| Environmental Remediation Stray Liabilities | | | |
Chemours related obligations - subject to indemnity1,2 | $ | 155 | | $ | 155 | | $ | 264 | |
Other discontinued or divested businesses obligations1 | 24 | | 68 | | 191 | |
| | | |
Environmental remediation liabilities primarily related to DuPont - subject to indemnity from DuPont2 | 47 | | 49 | | 63 | |
| | | |
| Environmental remediation liabilities not subject to indemnity | — | | 114 | | 61 | |
| | | |
Indemnification liabilities related to the MOU4 | 24 | | 126 | | 28 | |
| Total | $ | 250 | | $ | 512 | | $ | 607 | |
1.Represents liabilities that are subject the $200 million threshold and sharing arrangements as discussed on page F-37, under the header "Corteva Separation Agreement."
2.The company has recorded an indemnification asset related to these accruals, including $37 million related to the Superfund sites.
3.Accrual balance represents management’s best estimate of the costs of remediation and restoration, although it is reasonably possible that the potential exposure, as indicated, could range above the amounts accrued, as there are inherent uncertainties in these estimates. Accrual balance includes $61 million for remediation of Superfund sites. Amounts do not include possible impacts from the remediation elements of the EPAs October 2021 PFAS Strategic Roadmap (as applicable), except as disclosed on page F-41 relating to Chemours' remediation activities at the Fayetteville Works Facility pursuant to the Consent Order with the NC DEQ.
4.Represents liabilities that are subject to the $150 million threshold and sharing agreements as discussed on page F-36, under the header "Chemours / Performance Chemicals."
Chambers Works, New Jersey
On January 28, 2022, the State of New Jersey filed a request for a preliminary injunction against EIDP and Chemours seeking the establishment of a Remediation Funding Source (“RFS”) in an amount exceeding $900 million for environmental remediation at EIDP’s former Chambers Works facility in New Jersey. The RFS primarily relates to non-PFAS remediation, which is not subject to the MOU. Chemours has accepted indemnity and defense for these matters, while reserving rights and declining EIDP’s demand relating to the ISRA and fraudulent transfer matters as alleged under the existing New Jersey natural resource lawsuits discussed on page F-40.
Nebraska Department of Environment and Energy, AltEn Facility
The EPA and the Nebraska Department of Environment and Energy (“NDEE”) are pursuing investigations, response and removal actions, litigation and enforcement action related to an ethanol plant located near Mead, Nebraska and owned and operated by AltEn LLC (“AltEn”). The agencies have alleged violations under the Resource Conservation and Recovery Act (“RCRA”) and other federal and state laws stemming from AltEn’s lack of compliance with the terms and conditions of its operating permits and other regulatory requirements. Corteva is one of six seed companies, who were customers of AltEn (collectively, the "Facility Response Group"), participating in the NDEE’s Voluntary Cleanup Program to address certain interim remediation needs at the site. In February 2022, Corteva, along with other members of the Facility Response Group, filed a lawsuit against AltEn and certain of its affiliates to preserve certain contractual and common law indemnification claims. As of December 31, 2022, an accrual was established for Corteva’s estimated voluntary contribution to the solid waste and wastewater remedial action plans for the AltEn location.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 16 - STOCKHOLDERS' EQUITY
Common Stock
Set forth below is a reconciliation of common stock share activity for the years ended December 31, 2022, 2021, and 2020:
| | | | | | |
| Shares of common stock | Issued | |
| Balance December 31, 2019 | 748,577,000 | | |
| Issued | 3,384,000 | | |
| Repurchased and retired | (8,503,000) | | |
| Balance December 31, 2020 | 743,458,000 | | |
| Issued | 4,019,000 | | |
| Repurchased and retired | (20,950,000) | | |
| Balance December 31, 2021 | 726,527,000 | | |
| Issued | 4,317,000 | | |
| Repurchased and retired | (17,425,000) | | |
| Balance December 31, 2022 | 713,419,000 | | |
Share Buyback Plan
On September 13, 2022, Corteva, Inc. announced that its Board of Directors authorized a $2 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2022 Share Buyback Plan").
On August 5, 2021, Corteva, Inc. announced that its Board of Directors authorized a $1.5 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2021 Share Buyback Plan"). In connection with the 2021 Share Buyback Plan, the company purchased and retired 17,425,000 shares and 5,572,000 shares in the open market for a total cost of $1 billion and $250 million during the years ended December 31, 2022 and 2021, respectively.
On June 26, 2019, Corteva, Inc. announced that its Board of Directors authorized a $1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2019 Share Buyback Plan"). The company completed the 2019 Share Buyback Plan during the third quarter of 2021 and repurchased and retired 24,705,000 shares between the years ended December 31, 2019 and 2021 in the open market.
The timing, price and volume of purchases in connection with the 2022 and 2021 Share Buyback Plans will be based on market conditions, relevant securities laws and other factors.
Shares repurchased pursuant to Corteva's share buyback plan are immediately retired upon repurchase. Repurchased common stock is reflected as a reduction of stockholders' equity. The company's accounting policy related to its share repurchases is to reduce its common stock based on the par value of the shares and to reduce its retained earnings for the excess of the repurchase price over the par value. When Corteva has an accumulated deficit balance, the excess over the par value is applied to APIC. When Corteva has retained earnings, the excess is charged entirely to retained earnings.
Noncontrolling Interest
In June 2020, the company completed the acquisition of the remaining 46.5 percent interest in the Phytogen Seed Company, LLC joint venture from J. G. Boswell Company. As the purchase of the remaining interest did not result in a change of control, the difference between the carrying value of the noncontrolling interest and the consideration paid, net of taxes was recorded within equity.
Corteva, Inc. owns 100 percent of the outstanding common shares of EIDP. However, EIDP has preferred stock outstanding to third parties which is accounted for as a noncontrolling interest in Corteva's Consolidated Balance Sheets. Each share of EIDP Preferred Stock - $4.50 Series and EIDP Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EIDP and was unaffected by the Corteva Distribution.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Below is a summary of the EIDP Preferred Stock at December 31, 2022 and December 31, 2021 which is classified as noncontrolling interests in the Corteva Consolidated Balance Sheets.
| | | | | |
| (Shares in thousands) | Number of Shares |
| Authorized | 23,000 |
| $4.50 Series, callable at $120 | 1,673 |
| $3.50 Series, callable at $102 | 700 |
Other Comprehensive Income (Loss)
The changes and after-tax balances of components comprising accumulated other comprehensive income (loss) are summarized below:
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | Cumulative Translation Adjustment1 | Derivative Instruments | Pension Benefit Plans | Other Benefit Plans | Unrealized Gain (Loss) on Investments | Total |
| 2020 | | | | | | |
| Balance January 1, 2020 | $ | (1,944) | | $ | 2 | | $ | (1,247) | | $ | (81) | | $ | — | | $ | (3,270) | |
| Other comprehensive income (loss) before reclassifications | (26) | | (81) | | (191) | | 670 | | (10) | | 362 | |
| Amounts reclassified from accumulated other comprehensive income (loss) | — | | 12 | | 5 | | 1 | | — | | 18 | |
| Net other comprehensive income (loss) | (26) | | (69) | | (186) | | 671 | | (10) | | 380 | |
| Balance December 31, 2020 | $ | (1,970) | | $ | (67) | | $ | (1,433) | | $ | 590 | | $ | (10) | | $ | (2,890) | |
| 2021 | | | | | | |
| Other comprehensive income (loss) before reclassifications | $ | (573) | | $ | 143 | | $ | 996 | | $ | 25 | | $ | 3 | | $ | 594 | |
| Amounts reclassified from accumulated other comprehensive income (loss) | — | | (4) | | 41 | | (646) | | 7 | | (602) | |
| Net other comprehensive income (loss) | (573) | | 139 | | 1,037 | | (621) | | 10 | | (8) | |
| | | | | | |
| Balance December 31, 2021 | $ | (2,543) | | $ | 72 | | $ | (396) | | $ | (31) | | $ | — | | $ | (2,898) | |
| 2022 | | | | | | |
| Other comprehensive income (loss) before reclassifications | $ | (340) | | $ | 63 | | $ | 213 | | $ | 190 | | $ | — | | $ | 126 | |
| Amounts reclassified from accumulated other comprehensive income (loss) | — | | (55) | | 20 | | 1 | | — | | (34) | |
| Net other comprehensive income (loss) | (340) | | 8 | | 233 | | 191 | | — | | 92 | |
| Balance December 31, 2022 | $ | (2,883) | | $ | 80 | | $ | (163) | | $ | 160 | | $ | — | | $ | (2,806) | |
1.The cumulative translation adjustment losses for the year ended December 31, 2022 was primarily driven by the strengthening of the U.S. Dollar (“USD”) against the European Euro ("EUR"), Indian Rupee (“INR”), South African Rand (“ZAR”) and Philippine Peso (“PHP”). The cumulative translation adjustment losses for the year ended December 31, 2021 was primarily driven by the strengthening of the U.S. Dollar ("USD") against the European Euro ("EUR"), Swiss franc ("CHF") and Turkish Lira (“TRY”).
The tax (expense) benefit on the net activity related to each component of other comprehensive income (loss) was as follows:
| | | | | | | | | | | |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Derivative instruments | $ | 3 | | $ | (41) | | $ | 24 | |
| Pension benefit plans - net | (68) | | (319) | | 54 | |
| Other benefit plans - net | (56) | | 188 | | (211) | |
| | | |
| (Provision for) benefit from income taxes related to other comprehensive income (loss) items | $ | (121) | | $ | (172) | | $ | (133) | |
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
A summary of the reclassifications out of accumulated other comprehensive income (loss) is provided as follows:
| | | | | | | | | | | |
| (In millions) | For the Year Ended December 31, |
| 2022 | 2021 | 2020 |
Derivative Instruments1: | $ | (63) | | $ | (13) | | $ | 18 | |
Tax (benefit) expense2 | 8 | | 9 | | (6) | |
| After-tax | $ | (55) | | $ | (4) | | $ | 12 | |
| Amortization of pension benefit plans: | | | |
Prior service (benefit) cost3,4 | $ | (3) | | $ | (2) | | $ | (1) | |
Actuarial (gains) losses3,4 | 3 | | 55 | | 4 | |
| | | |
Settlement (gain) loss3,4 | 25 | | 1 | | 3 | |
| Total before tax | 25 | | 54 | | 6 | |
Tax (benefit) expense2 | (5) | | (13) | | (1) | |
| After-tax | $ | 20 | | $ | 41 | | $ | 5 | |
| Amortization of other benefit plans: | | | |
Prior service (benefit) cost3,4 | $ | (1) | | $ | (922) | | $ | — | |
Actuarial (gains) losses3,4 | 2 | | 81 | | 1 | |
| Curtailment (gain) loss | — | | (1) | | — | |
| | | |
| Total before tax | 1 | | (842) | | 1 | |
Tax (benefit) expense2 | — | | 196 | | — | |
| After-tax | $ | 1 | | $ | (646) | | $ | 1 | |
Unrealized (Gain) Loss on Investments4 | $ | — | | $ | 7 | | $ | — | |
Tax (benefit) expense2 | — | | — | | — | |
After-tax | $ | — | | $ | 7 | | $ | — | |
| Total reclassifications for the period, after-tax | $ | (34) | | $ | (602) | | $ | 18 | |
1.Reflected in cost of goods sold in the Consolidated Statements of Operations.
2.Reflected in provision for (benefit from) income taxes from continuing operations in the Consolidated Statements of Operations.
3.These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit (credit) cost of the company's pension and other benefit plans. See Note 17 - Pension Plans and Other Post Employment Benefits, to the Consolidated Financial Statements, for additional information.
4.Reflected in other income (expense) - net in the Consolidated Statements of Operations.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 17 - PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS
The company offers various long-term benefits to its employees. Where permitted by applicable law, the company reserves the right to change, modify or discontinue the plans.
Defined Benefit Pension Plans
The company has both funded and unfunded noncontributory defined benefit pension plans covering a majority of the U.S. employees and employees in a number of other countries. The principal U.S. pension plan is the largest pension plan held by Corteva. Effective January 1, 2007, a majority of new hires are not eligible to participate in the U.S. defined benefit pension plans. The company froze the pay and service amounts used to calculate the pension benefits for active employees who participate in these plans on November 30, 2018, resulting in the participants no longer accruing additional benefits.
The company's funding policy is consistent with the funding requirements of federal laws and regulations. Pension coverage for employees of the company's non-U.S. consolidated subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded.
The company made total contributions of $60 million, $49 million, and $62 million to its pension plans other than the principal U.S. pension plan for the years ended December 31, 2022, 2021 and 2020, respectively. Corteva expects to contribute approximately $50 million to its pension plans other than the principal U.S. pension plan in 2023. The company does not anticipate making contributions to its principal U.S pension plan in 2023.
In August 2022, the company transferred approximately $1.1 billion of certain benefit obligations and associated plan assets in the principal U.S. pension plan (the “Plan”) to an insurance company through the purchase of a nonparticipating group annuity contract (“Annuity Purchase”). The company recorded a non-cash, pre-tax settlement charge of approximately $25 million in other income (expense) – net in the Consolidated Statements of Operations for the year ended December 31, 2022 and corresponding adjustment to accumulated other comprehensive income (loss) in the Consolidated Balance Sheets at December 31, 2022 due to the Annuity Purchase. The Annuity Purchase resulted in a remeasurement of the Plan as of August 31, 2022 and the company updated the weighted average discount rate used in developing the 2022 net periodic pension (credit) costs at December 31, 2021 from 2.82 percent to 4.60 percent. Due to the remeasurement, the company recorded a pre-tax actuarial gain of approximately $110 million to accumulated other comprehensive income (loss) in the Consolidated Balance Sheets at December 31, 2022.
The weighted-average assumptions used to determine pension plan obligations for all pension plans are summarized in the table below:
| | | | | | | | |
| Weighted-Average Assumptions used to Determine Benefit Obligations | December 31, 2022 | December 31, 2021 |
Discount rate | 5.17 | % | 2.82 | % |
Rate of increase in future compensation levels1 | 2.83 | % | 2.55 | % |
1.The rate of compensation increase excludes U.S. pension plans since the employees who participate in the U.S. pension plans no longer accrue additional benefits for future service and eligible compensation.
The weighted-average assumptions used to determine net periodic benefit costs for all pension plans are summarized in the table below:
| | | | | | | | | | | |
| Weighted-Average Assumptions used to Determine Net Periodic Benefit Cost | For the Year Ended December 31, |
| 2022 | 2021 | 2020 |
Discount rate | 3.33 | % | 2.44 | % | 3.19 | % |
Rate of increase in future compensation levels1 | 2.55 | % | 2.54 | % | 2.60 | % |
Expected long-term rate of return on plan assets | 4.51 | % | 5.73 | % | 6.25 | % |
1.The rate of compensation increase excludes U.S. pension plans since the employees who participate in the U.S. pension plans no longer accrue additional benefits for future service and eligible compensation.
Other Post Employment Benefits
The company has historically provided medical, dental and life insurance benefits to certain pensioners and survivors. The majority of U.S. employees hired on or after January 1, 2007, and eligible employees under the age of 50 as of November 30, 2018, are not eligible to participate in the post-employment medical, dental and life insurance plans. Substantially all of the cost and liabilities for these retiree benefit plans are attributable to the U.S. benefit plans. The non-Medicare eligible retiree medical plan is contributory with costs shared between the company and pensioners and survivors. For Medicare eligible pensioners and
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
survivors, Corteva provides a company-funded Health Reimbursement Arrangement ("HRA"). In December 2020, the company amended its retiree medical, dental and life insurance plans resulting in the company no longer providing retiree dental and life insurance benefits effective January 1, 2022 and Corteva’s portion of the cost of non-Medicare retiree medical coverage no longer being adjusted for cost increases, which capped the Corteva cost at the level in effect as of December 31, 2021 ("2020 OPEB Plan Amendments"). As a result of these changes, the company recorded a $939 million decrease in other post employment benefits ("OPEB") benefit obligations as of December 31, 2020 with a corresponding prior service benefit within other comprehensive income for the year ended December 31, 2020. During 2021, a substantial amount of the prior service benefit within other comprehensive income (loss) in 2020 was recognized in other income (expense) - net in the Consolidated Statement of Operations.
The company also provides disability benefits to employees. Employee disability benefit plans are insured in many countries. Such plans are generally self-insured, primarily in the U.S. Obligations and expenses for self-insured plans are reflected in the change in projected benefit obligations table on page F-48.
The company's OPEB plans are unfunded and the cost of the approved claims is paid from operating cash flows. Pre-tax cash requirements to cover actual net claims costs and related administrative expenses were $122 million, $198 million, and $207 million for the years ended December 31, 2022, 2021 and 2020, respectively. Changes in cash requirements reflect the net impact of per capita health care costs, demographic changes, plan amendments and changes in participant premiums, co-pays and deductibles. In 2023, the company expects to contribute approximately $135 million for its OPEB plans.
The weighted-average assumptions used to determine benefit obligations for OPEB plans are summarized in the table below:
| | | | | | | | |
| Weighted-Average Assumptions used to Determine Benefit Obligations | December 31, 2022 | December 31, 2021 |
Discount rate | 5.09 | % | 2.59 | % |
The weighted-average assumptions used to determine net periodic benefit costs for the OPEB plans are summarized in the table below:
| | | | | | | | | | | |
| Weighted-Average Assumptions used to Determine Net Periodic Benefit Cost | For the Year Ended December 31, |
| 2022 | 2021 | 2020 |
Discount rate | 2.59 | % | 2.09 | % | 3.07 | % |
As of December 31, 2022 and 2021, health care cost trend rates do not impact the benefit obligations for the OPEB plans because of the 2020 OPEB Plan Amendments. For the year ended December 31, 2020, the health care cost trend rate was assumed to be 7.0 percent for next year.
Assumptions
Within the U.S., the company determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics. The expected long-term rate of return for each asset class is then weighted based on the strategic asset allocation approved by the governing body for the plan. The company's historical experience with the pension fund asset performance is also considered. For non-U.S. plans, assumptions reflect economic assumptions applicable to each country.
In the U.S., Corteva calculates service costs and interest costs by applying individual spot rates from a yield curve (based on high-quality corporate bond yields) to the separate expected cash flows components of service cost and interest cost. Service cost and interest cost for all other plans are determined on the basis of the single equivalent discount rates derived in determining those plan obligations.
The discount rates utilized to measure the pension and other post employment benefit obligations are based on the yield of high-quality corporate fixed income investments at the measurement date. Future expected actuarially determined cash flows are individually discounted at the spot rates under the Aon AA_Above Median yield curve (based on high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date. For non-U.S. benefit plans, historically the company utilized prevailing long-term high quality corporate bond indices to determine the discount rate, applicable to each country, at the measurement date.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
The company adopts the most recently published mortality tables and mortality improvement scale released by the Society of Actuaries in measuring its U.S. pension and other post employment benefit obligations. The effect of these adoptions is amortized into net periodic benefit cost for the years following the adoption.
Summarized information on the company's pension and other post employment benefit plans is as follows: | | | | | | | | | | | | | | | | | |
| Change in Projected Benefit Obligations, Plan Assets and Funded Status |
| Defined Benefit Pension Plans | | Other Post Employment Benefits |
| (In millions) | For the Year Ended December 31, | | For the Year Ended December 31, |
| 2022 | 2021 | | 2022 | 2021 |
| Change in benefit obligations: | | | | | |
| Benefit obligation at beginning of the period | $ | 19,775 | | $ | 21,682 | | | $ | 1,362 | | $ | 1,571 | |
| Service cost | 20 | | 25 | | | 1 | | 1 | |
| Interest cost | 505 | | 364 | | | 26 | | 21 | |
| Plan participants' contributions | 1 | | 3 | | | 20 | | 35 | |
| Actuarial (gain) loss | (3,759) | | (524) | | | (246) | | (33) | |
| Benefits paid | (1,460) | | (1,490) | | | (142) | | (233) | |
| | | | | |
| Plan amendments | — | | (15) | | | — | | — | |
Other1 | (1,080) | | (240) | | | — | | — | |
| Effect of foreign exchange rates | (20) | | (30) | | | — | | — | |
| | | | | |
| Benefit obligations at end of the period | $ | 13,982 | | $ | 19,775 | | | $ | 1,021 | | $ | 1,362 | |
| | | | | |
| Change in plan assets: | | | | | |
| Fair value of plan assets at beginning of the period | $ | 17,827 | | $ | 17,835 | | | $ | — | | $ | — | |
| Actual return on plan assets | (2,765) | | 1,685 | | | — | | — | |
| Employer contributions | 60 | | 49 | | | 122 | | 198 | |
| Plan participants' contributions | 1 | | 3 | | | 20 | | 35 | |
| Benefits paid | (1,460) | | (1,490) | | | (142) | | (233) | |
| | | | | |
Other1 | (1,080) | | (240) | | | — | | — | |
| Effect of foreign exchange rates | 1 | | (15) | | | — | | — | |
| | | | | |
| Fair value of plan assets at end of the period | $ | 12,584 | | $ | 17,827 | | | $ | — | | $ | — | |
| Funded status | | | | | |
| U.S. plan with plan assets | $ | (1,050) | | $ | (1,471) | | | $ | — | | $ | — | |
| Non-U.S. plans with plan assets | (30) | | (62) | | | — | | — | |
All other plans 2,3 | (318) | | (415) | | | (1,021) | | (1,362) | |
| Funded status at end of the period | $ | (1,398) | | $ | (1,948) | | | $ | (1,021) | | $ | (1,362) | |
1.Relates to transfers of certain benefit obligations and related assets associated with the principal U.S. pension plan to an insurance company through the purchase of nonparticipating group annuity contracts.
2.As of December 31, 2022 and 2021, $182 million and $219 million, respectively, of the benefit obligations are supported by funding under the Trust agreement, defined in the "Trust Assets" section below.
3.Includes pension plans maintained around the world where funding is not customary.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | | | | | | | |
| Defined Benefit Pension Plans | Other Post Employment Benefits |
| (In millions) | December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 |
Amounts recognized in the Consolidated Balance Sheets: | | | | |
| Other assets | $ | 3 | | $ | 4 | | $ | — | | $ | — | |
| Accrued and other current liabilities | (35) | | (46) | | (132) | | (144) | |
| Pension and other post employment benefits - noncurrent | (1,366) | | (1,906) | | (889) | | (1,218) | |
| | | | |
| Net amount recognized | $ | (1,398) | | $ | (1,948) | | $ | (1,021) | | $ | (1,362) | |
| | | | |
| Pretax amounts recognized in accumulated other comprehensive income (loss): | | | | |
| Net gain (loss) | $ | (238) | | $ | (543) | | $ | 198 | | $ | (50) | |
| Prior service benefit (cost) | 23 | | 27 | | 16 | | 17 | |
| Pretax balance in accumulated other comprehensive income (loss) at end of year | $ | (215) | $ | (516) | $ | 214 | $ | (33) |
The gain related to the change in pension and OPEB plan benefit obligations for the period ended December 31, 2022 is mainly due to an increase in discount rates.
The accumulated benefit obligation for all pension plans was $14.0 billion and $19.7 billion at December 31, 2022 and 2021, respectively.
| | | | | | | | |
| Pension Plans with Projected Benefit Obligations in Excess of Plan Assets | December 31, 2022 | December 31, 2021 |
| (In millions) |
| Projected benefit obligations | $ | 13,832 | | $ | 19,519 | |
| Fair value of plan assets | 12,430 | | 17,567 | |
| | | | | | | | |
| Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets | December 31, 2022 | December 31, 2021 |
| (In millions) |
| Accumulated benefit obligations | $ | 13,676 | | $ | 19,501 | |
| Fair value of plan assets | 12,290 | | 17,567 | |
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | | | | | | | | | | | | | | | | |
|
| (In millions) | Defined Benefit Pension Plans | | Other Post Employment Benefits |
| For the Year Ended December 31, | | For the Year Ended December 31, |
| Components of net periodic benefit (credit) cost and amounts recognized in other comprehensive income (loss) | 2022 | 2021 | 2020 | | 2022 | 2021 | 2020 |
| Net Periodic Benefit (Credit) Cost: | | | | | | | |
| Service cost | $ | 20 | | $ | 25 | | $ | 26 | | | $ | 1 | | $ | 1 | | $ | 2 | |
| Interest cost | 505 | | 364 | | 559 | | | 26 | | 21 | | 66 | |
| Expected return on plan assets | (720) | | (915) | | (1,000) | | | — | | — | | — | |
| Amortization of unrecognized loss (gain) | 3 | | 55 | | 4 | | | 2 | | 81 | | 1 | |
| Amortization of prior service (benefit) cost | (3) | | (2) | | (1) | | | (1) | | (922) | | — | |
| Curtailment (gain) loss | — | | — | | — | | | — | | (1) | | — | |
| Settlement loss | 25 | | 1 | | 3 | | | — | | — | | — | |
| Net periodic benefit (credit) cost - Total | $ | (170) | | $ | (472) | | $ | (409) | | | $ | 28 | | $ | (820) | | $ | 69 | |
| | | | | | | |
| | | | | | | |
| Changes in plan assets and benefit obligations recognized in other comprehensive income (loss): | | | | | | | |
| Net gain (loss) | $ | 274 | | $ | 1,284 | | $ | (247) | | | $ | 246 | | $ | 33 | | $ | (59) | |
| Amortization of unrecognized (gain) loss | 3 | | 55 | | 4 | | | 2 | | 81 | | 1 | |
| Prior service benefit (cost) | — | | 15 | | 3 | | | — | | — | | 939 | |
| Amortization of prior service (benefit) cost | (3) | | (2) | | (1) | | | (1) | | (922) | | — | |
| Curtailment (gain) loss | — | | — | | — | | | — | | (1) | | — | |
| Settlement loss | 25 | | 1 | | 3 | | | — | | — | | — | |
| | | | | | | |
| Effect of foreign exchange rates | 2 | | 3 | | (2) | | | — | | — | | 1 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total benefit (loss) recognized in other comprehensive income (loss), attributable to Corteva | $ | 301 | | $ | 1,356 | | $ | (240) | | | $ | 247 | | $ | (809) | | $ | 882 | |
| Total recognized in net periodic benefit (credit) cost and other comprehensive income (loss) | $ | 471 | | $ | 1,828 | | $ | 169 | | | $ | 219 | | $ | 11 | | $ | 813 | |
Estimated Future Benefit Payments
The estimated future benefit payments, reflecting expected future service, as appropriate, are presented in the following table:
| | | | | | | | |
| Estimated Future Benefit Payments at December 31, 2022 | Defined Benefit Pension Plans | Other Post Employment Benefits |
| (In millions) |
| 2023 | $ | 1,305 | | $ | 132 | |
| 2024 | 1,267 | | 123 | |
| 2025 | 1,233 | | 116 | |
| 2026 | 1,201 | | 109 | |
| 2027 | 1,165 | | 102 | |
| Years 2028-2032 | 5,233 | | 355 | |
| Total | $ | 11,404 | | $ | 937 | |
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Plan Assets
All pension plan assets in the U.S. are invested through a single master trust fund. The strategic asset allocation for this trust fund is approved by the Pension Investment Committee. The general principles guiding U.S. pension asset investment policies are those embodied in the Employee Retirement Income Security Act of 1974 ("ERISA"). These principles include discharging Corteva's investment responsibilities for the exclusive benefit of plan participants and in accordance with the "prudent expert" standard and other ERISA rules and regulations. Corteva establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Strategic asset allocations in other countries are selected in accordance with the laws and practices of those countries. Where appropriate, asset liability studies are utilized in this process. U.S. plan assets are managed by investment professionals employed by Corteva. The remaining assets are managed by professional investment firms unrelated to the company. Corteva's pension investment professionals have discretion to manage the assets within established asset allocation ranges approved by the Pension Investment Committee. Additionally, pension trust funds are permitted to enter into certain contractual arrangements generally described as "derivatives." Derivatives are primarily used to reduce specific market risks, hedge currency and adjust portfolio duration and asset allocation in a cost-effective manner.
The weighted-average target allocation for plan assets of the company's pension plans is summarized as follows:
| | | | | | | | |
| Target Allocation for Plan Assets | December 31, 2022 | December 31, 2021 |
| Asset Category |
| U.S. equity securities | 8 | % | 11 | % |
| Non-U.S. equity securities | 7 | | 11 | |
| Fixed income securities | 64 | | 58 | |
| Hedge funds | 3 | | 2 | |
| Private market securities | 11 | | 8 | |
| Real estate | 6 | | 5 | |
| Cash and cash equivalents | 1 | | 5 | |
| Total | 100 | % | 100 | % |
U.S. equity investments are primarily large-cap companies. Global equity securities include varying market capitalization levels. Global fixed income investments include corporate-issued, government-issued and asset-backed securities. Corporate debt investments include a range of credit risk and industry diversification. U.S. fixed income investments are weighted heavier than non-U.S. fixed income securities. Other investments include cash and cash equivalents, hedge funds, real estate and private market securities such as interests in private equity and venture capital partnerships.
Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
For pension plan assets classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.
For pension plan assets classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates, interest rates and implied volatilities obtained from various market sources.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Investment managers, fund managers, or investment contract issuers provide valuations of the investment on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate. Where available, audited financial statements are obtained and reviewed for the investments as support for the manager’s investment valuation.
The tables below present the fair values of the company's pension assets by level within the fair value hierarchy, as described in Note 2 - Summary of Significant Accounting Policies:
| | | | | | | | | | | | | | |
| Basis of Fair Value Measurements | Total | Level 1 | Level 2 | Level 3 |
| For the year ended December 31, 2022 |
| (In millions) |
| Cash and cash equivalents | $ | 1,348 | | $ | 1,348 | | $ | — | | $ | — | |
U.S. equity securities 1 | 1,200 | | 1,195 | | 2 | | 3 | |
| Non-U.S. equity securities | 806 | | 806 | | — | | — | |
| Debt – government-issued | 1,669 | | — | | 1,669 | | — | |
| Debt – corporate-issued | 3,822 | | — | | 3,822 | | — | |
| Debt – asset-backed | 695 | | — | | 695 | | — | |
| Hedge funds | 3 | | — | | — | | 3 | |
| Private market securities | 4 | | — | | — | | 4 | |
| Real estate funds | 132 | | — | | — | | 132 | |
| Derivatives – asset position | 2 | | — | | 2 | | — | |
| | | | |
| Other | 62 | | — | | — | | 62 | |
| Subtotal | $ | 9,743 | | $ | 3,349 | | $ | 6,190 | | $ | 204 | |
| Investments measured at net asset value | | | | |
| Debt - government issued | 35 | | | | |
| Debt - corporate-issued | 3 | | | | |
| U.S. equity securities | 20 | | | | |
| Non-U.S. equity securities | 20 | | | | |
| Hedge funds | 347 | | | | |
| Private market securities | 1,991 | | | | |
| Real estate funds | 669 | | | | |
| | | | |
| Total investments measured at net asset value | $ | 3,085 | | | | |
| Other items to reconcile to fair value of plan assets | | | | |
Pension trust receivables 2 | 161 | | | | |
Pension trust payables 3 | (405) | | | | |
| Total | $ | 12,584 | | | | |
1.The Corteva pension plans directly held $250 million (approximately 2 percent of total plan assets) of Corteva, Inc. common stock at December 31, 2022.
2.Primarily receivables for investments securities sold.
3.Primarily payables for investment securities purchased.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | | | | | | | |
| Basis of Fair Value Measurements | | | | |
| For the year ended December 31, 2021 | | | | |
| (In millions) | Total | Level 1 | Level 2 | Level 3 |
| Cash and cash equivalents | $ | 2,543 | | $ | 2,543 | | $ | — | | $ | — | |
U.S. equity securities1 | 2,400 | | 2,394 | | 2 | | 4 | |
| Non-U.S. equity securities | 1,523 | | 1,523 | | — | | — | |
| Debt – government-issued | 3,271 | | — | | 3,271 | | — | |
| Debt – corporate-issued | 4,591 | | — | | 4,589 | | 2 | |
| Debt – asset-backed | 682 | | — | | 682 | | — | |
| Private market securities | 3 | | — | | — | | 3 | |
| Real estate funds | 26 | | — | | — | | 26 | |
| | | | |
| | | | |
| Other | 78 | | — | | 3 | | 75 | |
| Subtotal | $ | 15,117 | | $ | 6,460 | | $ | 8,547 | | $ | 110 | |
| Investments measured at net asset value | | | | |
| Debt - government issued | 37 | | | | |
| Debt - corporate-issued | 7 | | | | |
| U.S. equity securities | 33 | | | | |
| Non-U.S. equity securities | 34 | | | | |
| Hedge funds | 394 | | | | |
| Private market securities | 1,822 | | | | |
| Real estate funds | 759 | | | | |
| Total investments measured at net asset value | $ | 3,086 | | | | |
| Other items to reconcile to fair value of plan assets | | | | |
Pension trust receivables2 | 655 | | | | |
Pension trust payables3 | (1,031) | | | | |
| Total | $ | 17,827 | | | | |
1.The Corteva pension plans directly held $201 million (approximately 1 percent of total plan assets) of Corteva, Inc. common stock at December 31, 2021.
2.Primarily receivables for investments securities sold.
3.Primarily payables for investment securities purchased.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
The following table summarizes the changes in fair value of Level 3 pension plan assets for the years ended December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurement of Level 3 Pension Plan Assets | U.S. equity securities | Non-U.S. equity securities | Debt – corporate-issued | Hedge funds | Private market securities | Real estate | Other | Total |
| (In millions) |
| Balance at January 1, 2021 | $ | 5 | | $ | 3 | | $ | 3 | | $ | — | | $ | 3 | | $ | 28 | | $ | 73 | | $ | 115 | |
| Actual return on assets: | | | | | | | | |
| Relating to assets sold during the year ended December 31, 2021 | 1 | | (1) | | (5) | | — | | — | | — | | — | | (5) | |
| Relating to assets held at December 31, 2021 | (3) | | (1) | | 6 | | — | | — | | (2) | | (2) | | (2) | |
| Purchases, sales and settlements, net | 1 | | (1) | | (2) | | — | | — | | — | | 4 | | 2 | |
| | | | | | | | |
| Balance at December 31, 2021 | $ | 4 | | $ | — | | $ | 2 | | $ | — | | $ | 3 | | $ | 26 | | $ | 75 | | $ | 110 | |
| Actual return on assets: | | | | | | | | |
| Relating to assets sold during the year ended December 31, 2022 | 1 | | — | | (15) | | — | | (9) | | — | | — | | (23) | |
| Relating to assets held at December 31, 2022 | — | | (13) | | 13 | | (8) | | 10 | | 8 | | (1) | | 9 | |
| Purchases, sales and settlements, net | (2) | | 1 | | — | | — | | — | | (1) | | (12) | | (14) | |
| Transfers in or out of Level 3, net | — | | 12 | | — | | 11 | | — | | 99 | | — | | 122 | |
| Balance at December 31, 2022 | $ | 3 | | $ | — | | $ | — | | $ | 3 | | $ | 4 | | $ | 132 | | $ | 62 | | $ | 204 | |
Trust Assets
EIDP entered into a trust agreement in 2013 (as amended and restated in 2017, "the Trust") that established and requires EIDP to fund the Trust for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement. Under the Trust agreement, the consummation of the Merger was a change in control event. As a result, in November 2017, EIDP contributed $571 million to the Trust. At the Separation, Corteva transferred $39 million to DuPont. During the years ended December 31, 2022 and 2021, $58 million and $43 million, respectively, was distributed to EIDP according to the Trust agreement, and at December 31, 2022 and 2021, the balance in the Trust was $251 million and $304 million, respectively. The Trust Assets are classified as current restricted cash equivalents and included within other current assets in the Consolidated Balance Sheets. See Note 6 - Supplementary Information, to the Consolidated Financial Statements, for further information.
Defined Contribution Plans
Corteva provides defined contribution benefits to its employees. The most significant is the U.S. Retirement Savings Plan ("the Plan"), which covers almost all of the U.S. full-service employees. This Plan includes a non-leveraged Employee Stock Ownership Plan ("ESOP"). Employees are not required to participate in the ESOP and those who do are free to diversify out of the ESOP. The purpose of the Plan is to provide retirement savings benefits for employees and to provide employees an opportunity to become stockholders of the company. The Plan is a tax qualified contributory profit sharing plan, with cash or deferred arrangement and any eligible employee of Corteva may participate. Currently, Corteva contributes 100 percent of the first 6 percent of the employee's contribution election and also contributes 3 percent of each eligible employee's eligible compensation regardless of the employee's contribution.
Corteva's contributions to the Plan were $97 million, $63 million, and $94 million for the years ended December 31, 2022, 2021 and 2020, respectively. Corteva's matching contributions vest immediately upon contribution. The 3 percent nonmatching company contribution vests after employees complete three years of service. In addition, Corteva made contributions to other defined contribution plans of $36 million, $29 million, and $33 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 18 - STOCK-BASED COMPENSATION
Prior to the Corteva Distribution, Corteva employees held equity awards, including stock options, share appreciation rights (“SARs”), restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), which were denominated in DowDuPont common stock and, in some cases, in Dow Inc. common stock, and which had originally been issued under the DuPont Equity and Incentive Plan ("EIP"), the Dow Chemical Company 2012 Stock Incentive Plan or the Dow Chemical Company 1988 Award and Option Plan.
As discussed in Note 15 - Commitments and Contingent Liabilities, on April 1, 2019 the company entered into an employee matters agreement (the "EMA") with DuPont and Dow that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments will occur. With some exceptions, the EMA provides for the equitable adjustment of existing equity incentive compensation awards denominated in the common stock of DowDuPont to reflect the occurrence of the Distributions.
In connection with the Separation on June 1, 2019, outstanding DowDuPont-denominated stock options, SARs, RSU and PSU awards were converted into Corteva-denominated awards under the “Employer Method,” or into both DuPont-denominated awards and Corteva-denominated awards under the “Shareholder Method,” using a formula designed to preserve the intrinsic value of the awards immediately prior to and subsequent to the Corteva Separation. The awards have the same terms and conditions under the applicable plans and award agreements prior to the Separation transactions. The conversions of equity awards did not have a material impact to the company’s consolidated financial statements.
On June 1, 2019 (“Adoption Date”), in connection with the Separation, the Omnibus Incentive Plan (the "OIP") became effective. Under the OIP, the company may grant incentive awards, including stock options (both “incentive stock options” and nonqualified stock options), share appreciation rights, restricted shares, restricted stock units, other share-based awards and cash awards, to its and its subsidiaries’ eligible employees, non-employee directors, independent contractors and consultants following the Separation until the tenth anniversary of the Adoption Date, subject to an aggregate limit and annual individual limits. Under the OIP, the maximum number of shares reserved for the grant or settlement of awards is 20 million shares, excluding shares underlying certain exempt awards, such as the awards converted to Corteva-denominated awards pursuant to the Separation. At December 31, 2022, approximately 11 million shares were authorized for future grants under the OIP. The company generally satisfies stock option exercises and the vesting of RSUs and PSUs with newly issued shares of Corteva common stock, although RSU awards granted under Historical Dow plans in certain countries are settled in cash.
The compensation committee determines the long-term incentive mix, including stock options, RSUs and PSUs and may authorize new grants annually. The company estimates expected forfeitures.
The total stock-based compensation cost included in income (loss) from continuing operations before income taxes within the Consolidated Statement of Operations was $55 million, $79 million, and $73 million for the years ended December 31, 2022, 2021 and 2020, respectively. The income tax benefits related to stock-based compensation arrangements were $(10) million, $(15) million, and $(15) million for the years ended December 31, 2022, 2021 and 2020, respectively.
Stock Options
The exercise price of shares subject to option is equal to the market price of the company's common stock on the date of grant. All options vest serially over a period of three years. Stock option awards granted under the OIP between June 2019 and 2022 expire 10 years after the grant date. Stock option awards granted under the EIP (previous plan) between 2016 and May 2019 expire 10 years after the grant date. Stock option awards granted under the Historical Dow plans subsequent to 2013 expire 10 years after the grant date.
To measure the fair value of the awards on the date of grant, the company used the Black-Scholes option pricing model and the assumptions set forth in the below table. The weighted-average grant-date fair value of options granted for the years ended December 31, 2022, 2021 and 2020 was $14.12, $11.77 and $6.06, respectively.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | | | | | |
| Weighted-Average Assumptions | For the Year ended December 31, | |
| 2022 | 2021 | 2020 | |
| Dividend yield | 1.09 | % | 1.14 | % | 1.67 | % | |
| Expected volatility | 28.95 | % | 29.44 | % | 23.14 | % | |
| Risk-free interest rate | 1.9 | % | 1.0 | % | 1.3 | % | |
| Expected life of stock options granted during period (years) | 6.0 | 6.0 | 6.0 | |
The company determined the dividend yield by dividing the annualized dividend on Corteva’s Common Stock by the option exercise price. A historical daily measurement of volatility is determined based on the expected life of the option granted. For the years ended December 31, 2022, 2021 and 2020, the measurement of volatility is based on the average volatility of eight of Corteva's peer companies. Corteva's peer volatility is based on the historical volatility of each business respectively. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by utilizing the simplified method for estimating expected term.
The following table summarizes stock option activity for year ended December 31, 2022:
| | | | | | | | | | | | | | |
| Stock Options | For the Year Ended December 31, 2022 |
| Number of Shares
(in thousands) | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value
(in thousands) |
| Outstanding at January 1, 2022 | 6,423 | | $ | 36.65 | | 5.69 | $ | 68,219 | |
| | | | |
| Granted | 410 | | 51.16 | | | |
| Exercised | (2,099) | | 34.01 | | | |
| Forfeited/Expired | (509) | | 38.78 | | | |
| | | | |
| Outstanding at December 31, 2022 | 4,225 | | $ | 39.13 | | 5.37 | $ | 82,917 | |
| Exercisable at December 31, 2022 | 3,330 | | $ | 37.66 | | 4.75 | $ | 70,354 | |
The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between the closing stock price on the last trading day of the period ended December 31, 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at period end. The total intrinsic value of options exercised for the years ended December 31, 2022, 2021 and 2020 were $43 million, $43 million, and $21 million, respectively. The company recognized tax benefits from options exercised for the years ended December 31, 2022, 2021 and 2020 of $(8) million, $(8) million and $(4) million, respectively.
As of December 31, 2022, $5 million of total unrecognized pre-tax compensation expense related to nonvested stock options is expected to be recognized over a weighted-average period of about 1.11 years.
Restricted Stock Units and Performance Share Units
RSUs granted serially vest over 3 years. Upon vesting, these RSUs convert one-for-one to Corteva Common Stock. A retirement-eligible employee retains any granted awards upon retirement for one year provided the employee has rendered at least six months of service following the grant date. Additional RSUs are also granted periodically to key senior management employees. These RSUs generally vest over periods ranging from 3 years to 5 years. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.
The company grants PSUs to senior leadership. In 2022, there were 313,818 PSUs granted. Vesting for PSUs granted in 2022 is partially based on the realization of the Company’s improvement of its Return on Net Assets (“RONA”) and Operating Earnings Per Share ("EPS") during the Performance Period.Vesting for PSUs granted in 2021 and 2020 is partially based on the realization of the Company’s improvement of its Return on Invested Capital (“ROIC”) and Operating EPS during the Performance Period. Performance and payouts are determined independently for each metric. The actual award, delivered in Corteva Common Stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant date fair value of the PSUs granted in 2022 of $51.21 was based upon the market price of the underlying common stock as of the grant date.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Nonvested awards of RSUs and PSUs are shown below.
| | | | | | | | |
| RSUs & PSUs | For the Year Ended December 31, 2022 |
| Number of Shares
(in thousands) | Weighted Average Grant Date Fair Value
(per share) |
| Nonvested at January 1, 2022 | 5,602 | | $ | 34.11 | |
| Granted | 1,664 | | $ | 51.99 | |
| Vested | (2,847) | | $ | 30.96 | |
| Forfeited | (464) | | $ | 37.27 | |
| Nonvested at December 31, 2022 | 3,955 | | $ | 43.56 | |
The total fair value of stock units vested for the years ended December 31, 2022, 2021 and 2020 was $88 million, $56 million and $49 million, respectively. The weighted-average grant-date fair value of stock units granted for the years ended December 31, 2022, 2021 and 2020 was $51.99, $45.30 and $31.15, respectively.
As of December 31, 2022, $58 million of total unrecognized pre-tax compensation expense related to RSUs and PSUs is expected to be recognized over a weighted average period of 1.22 years.
NOTE 19 - FINANCIAL INSTRUMENTS
At December 31, 2022 and 2021, the company had $2,296 million and $3,400 million, respectively, of held-to-maturity securities (primarily time deposits and money market funds) classified as cash equivalents in the Consolidated Balance Sheets, as these securities had maturities of three months or less at the time of purchase; $124 million and $86 million at December 31, 2022 and 2021, respectively, of held-to-maturity securities (primarily time deposits and foreign government bonds) classified as marketable securities in the Consolidated Balance Sheets, as these securities had maturities of more than three months to less than one year at the time of purchase; and $27 million at December 31, 2022 of held-to-maturity securities (primarily foreign government bonds) classified as marketable securities and included in other assets in the Consolidated Balance Sheets, as these securities had maturities of more than one year at the time of purchase. The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value. The company’s held-to-maturity securities relating to investments in foreign government bonds at December 31, 2022 and available-for-sale securities sold during the year ended December 31, 2021 are discussed further in the “Debt Securities” section.
Derivative Instruments
Objectives and Strategies for Holding Derivative Instruments
In the ordinary course of business, the company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency and commodity price risks. The company has established a variety of derivative programs to be utilized for financial risk management. These programs reflect varying levels of exposure coverage and time horizons based on an assessment of risk.
Derivative programs have procedures and controls and are approved by the Corporate Financial Risk Management Committee, consistent with the company's financial risk management policies and guidelines. Derivative instruments used are forwards, options, futures and swaps. The company has not designated any non-derivatives as hedging instruments.
The company's financial risk management procedures also address counterparty credit approval, limits and routine exposure monitoring and reporting. The counterparties to these contractual arrangements are major financial institutions and major commodity exchanges, and multinational grain exporters. The company is exposed to credit losses in the event of nonperformance by these counterparties. The company utilizes collateral support annex agreements with certain counterparties to limit its exposure to credit losses. The company anticipates performance by counterparties to these contracts and therefore no material loss is expected. Market and counterparty credit risks associated with these instruments are regularly reported to management.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
The notional amounts of the company's derivative instruments were as follows:
| | | | | | | | | |
Notional Amounts (In millions) | December 31, 2022 | December 31, 2021 | |
| Derivatives designated as hedging instruments: | | | |
| Foreign currency contracts | $ | 953 | | $ | 1,252 | | |
Commodity contracts | $ | 1,167 | | $ | 845 | | |
| Derivatives not designated as hedging instruments: | | | |
Foreign currency contracts | $ | 430 | | $ | 103 | | |
Commodity contracts | $ | 9 | | $ | 4 | | |
Foreign Currency Risk
The company's objective in managing exposure to foreign currency fluctuations is to reduce earnings and cash flow volatility associated with foreign currency rate changes and to mitigate the exposure of certain investments in foreign subsidiaries against
changes in the Euro/USD exchange rate. Accordingly, the company enters into various contracts that change in value as foreign exchange rates change to protect the value of its existing foreign currency-denominated assets, liabilities, commitments, investments and cash flows.
The company uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of its operations. The primary business objective of this hedging program is to maintain an approximately balanced position in foreign currencies so that exchange gains and losses resulting from exchange rate changes, after related tax effects, are minimized. The company also uses foreign currency exchange contracts to offset a portion of the company's exposure to certain forecasted transactions as well as the translation of foreign currency-denominated earnings. The company also uses commodity contracts to offset risks associated with foreign currency devaluation in certain
countries.
Commodity Price Risk
Commodity price risk management programs serve to reduce exposure to price fluctuations on purchases of inventory such as corn and soybeans. The company enters into over-the-counter and exchange-traded derivative commodity instruments to hedge the commodity price risk associated with agricultural commodity exposures.
Derivatives Designated as Cash Flow Hedges
Commodity Contracts
The company enters into over-the-counter and exchange-traded derivative commodity instruments, including options, futures and swaps, to hedge the commodity price risk associated with agriculture commodity exposures.
While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two years. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction is probable of not occurring.
The following table summarizes the after-tax effect of commodity contract cash flow hedges on accumulated other comprehensive income (loss):
| | | | | | | | | | | | |
| For the Year Ended December 31, | |
| (In millions) | 2022 | 2021 | 2020 | |
| Beginning balance | $ | 47 | | $ | (16) | | $ | 2 | | |
| Additions and revaluations of derivatives designated as cash flow hedges | 102 | | 92 | | (44) | | |
| Clearance of hedge results to earnings | (94) | | (29) | | 26 | | |
| Ending balance | $ | 55 | | $ | 47 | | $ | (16) | | |
At December 31, 2022, an after-tax net gain of $42 million is expected to be reclassified from accumulated other comprehensive income (loss) into earnings over the next twelve months.
Foreign Currency Contracts
The company enters into forward contracts to hedge the foreign currency risk associated with forecasted transactions within certain foreign subsidiaries.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
While each risk management program has a different time maturity period, most programs currently do not extend beyond the next two years. Cash flow hedge results are reclassified into earnings during the same period in which the related exposure impacts earnings. Reclassifications are made sooner if it appears that a forecasted transaction is not probable of occurring.
The following table summarizes the after-tax effect of foreign currency cash flow hedges on accumulated other comprehensive
income (loss):
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | For the Year Ended December 31, |
| 2022 | 2021 | 2020 |
| Beginning balance | $ | 32 | | $ | (17) | | $ | — | |
| Additions and revaluations of derivatives designated as cash flow hedges | (61) | | 24 | | (3) | |
| Clearance of hedges results to earnings | 39 | | 25 | | (14) | |
| Ending balance | $ | 10 | | $ | 32 | | $ | (17) | |
At December 31, 2022, an after-tax net gain of $10 million is expected to be reclassified from accumulated other comprehensive income (loss) into earnings over the next twelve months.
Derivatives Designated as Net Investment Hedges
Foreign Currency Contracts
The company has designated €450 million of forward contracts to exchange EUR as net investment hedges. The purpose of these forward contracts is to mitigate FX exposure related to a portion of the company’s Euro net investments in certain foreign subsidiaries against changes in Euro/USD exchange rates. These hedges will expire and be settled in 2023.
The company elected to apply the spot method in testing for effectiveness of the hedging relationship.
Derivatives not Designated in Hedging Relationships
Foreign Currency Contracts
The company uses foreign exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. The company also uses foreign currency exchange contracts to offset a portion of the company’s exposure to the translation of certain foreign currency-denominated earnings so that gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated earnings over the relevant aggregate period.
Commodity Contracts
The company utilizes options, futures and swaps that are not designated as hedging instruments to reduce exposure to commodity price fluctuations on purchases of inventory such as corn and soybeans. The company uses forward agreements, with durations less than one year, to buy and sell USD priced commodities in order to reduce its exposure to currency devaluation for a portion of its local currency cash balances. Counterparties to the forward sales agreements are multinational grain exporters and subject to the company’s financial risk management procedures.
Fair Value of Derivative Instruments
Asset and liability derivatives subject to an enforceable master netting arrangement with the same counterparty are presented on a net basis in the Consolidated Balance Sheets.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
The presentation of the company's derivative assets and liabilities is as follows:
| | | | | | | | | | | | | | |
| | December 31, 2022 |
| (In millions) | Balance Sheet Location | Gross | Counterparty and Cash Collateral Netting1 | Net Amounts Included in the Consolidated Balance Sheet |
| Asset derivatives: | | | | |
| Derivatives designated as hedging instruments: | | | | |
| Foreign currency contracts | Other current assets | $ | 41 | | $ | — | | $ | 41 | |
| Commodity Contracts | Other current assets | 4 | — | | 4 |
| Derivatives not designated as hedging instruments: | | | | |
Foreign currency contracts | Other current assets | 51 | | (40) | | 11 | |
| | | | |
Total asset derivatives | | $ | 96 | | $ | (40) | | $ | 56 | |
| | | | |
| Liability derivatives: | | | | |
| Derivatives designated as hedging instruments: | | | | |
| Foreign currency contracts | Accrued and other current liabilities | $ | 9 | | $ | — | | $ | 9 | |
| Commodity Contracts | Accrued and other current liabilities | 3 | — | | 3 |
| Derivatives not designated as hedging instruments: | | | | |
Foreign currency contracts | Accrued and other current liabilities | 58 | | (40) | | 18 | |
| | | | |
Total liability derivatives | | $ | 70 | | $ | (40) | | $ | 30 | |
| | | | | | | | | | | | | | |
| | December 31, 2021 |
| (In millions) | Balance Sheet Location | Gross | Counterparty and Cash Collateral Netting1 | Net Amounts Included in the Consolidated Balance Sheet |
| Asset derivatives: | | | | |
| Derivatives designated as hedging instruments: | | | | |
| Foreign currency contracts | Other current assets | $ | 37 | | $ | — | | $ | 37 | |
| Derivatives not designated as hedging instruments: | | | | |
Foreign currency contracts | Other current assets | 31 | | (20) | | 11 | |
| Commodity contracts | Other current assets | 3 | | — | | 3 | |
Total asset derivatives | | $ | 71 | | $ | (20) | | $ | 51 | |
| | | | |
| Liability derivatives: | | | | |
| Derivatives designated as hedging instruments: | | | | |
| Foreign currency contracts | Accrued and other current liabilities | $ | 1 | | $ | — | | $ | 1 | |
| Derivatives not designated as hedging instruments: | | | | |
Foreign currency contracts | Accrued and other current liabilities | 23 | | (20) | | 3 | |
| Commodity contracts | Accrued and other current liabilities | 2 | | — | | 2 | |
Total liability derivatives | | $ | 26 | | $ | (20) | | $ | 6 | |
1. Counterparty and cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
Effect of Derivative Instruments
| | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in OCI1 - Pre-Tax | |
| For the Year Ended December 31, | |
| (In millions) | 2022 | 2021 | 2020 | |
| Derivatives designated as hedging instruments: | | | | |
| Net investment hedges: | | | | |
| Foreign currency contracts | $ | 28 | | $ | 37 | | $ | (45) | | |
| Cash flow hedges: | | | | |
| Foreign currency contracts | (90) | | 27 | | (4) | | |
| Commodity contracts | 130 | | 129 | | (62) | | |
| Total derivatives designated as hedging instruments | $ | 68 | | $ | 193 | | $ | (111) | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
1.OCI is defined as other comprehensive income (loss).
| | | | | | | | | | | |
| (in millions) | Amount of (Loss) Gain Recognized in Income - Pre-Tax1 |
| For the Year Ended December 31, |
| 2022 | 2021 | 2020 |
| Derivatives designated as hedging instruments: | | | |
| Cash flow hedges: | | | |
Foreign currency contracts2 | $ | (59) | | $ | (29) | | $ | 17 | |
Commodity contracts2 | 122 | | 42 | | (35) | |
Total derivatives designated as hedging instruments | 63 | | 13 | | (18) | |
| Derivatives not designated as hedging instruments: | | | |
Foreign currency contracts3 | (12) | | 18 | | 89 | |
Foreign currency contracts2 | (6) | | (14) | | 14 | |
Commodity contracts2 | (21) | | (18) | | 9 | |
Total derivatives not designated as hedging instruments | (39) | | (14) | | 112 | |
| Total derivatives | $ | 24 | | $ | (1) | | $ | 94 | |
1.For cash flow hedges, this represents the portion of the gain (loss) reclassified from accumulated OCI into income during the period.
2.Recorded in cost of goods sold in the Consolidated Statement of Operations.
3.Gain (loss) recognized in other income (expense) - net in the Consolidated Statement of Operations, was partially offset by the related gain on the foreign currency-denominated monetary assets and liabilities of the company's operations. See Note 6 - Supplementary Information, to the Consolidated Financial Statements for additional information.
Debt Securities
The company’s debt securities at December 31, 2022 include foreign government bonds classified as held-to-maturity securities. The company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value, and are held by certain foreign subsidiaries in which the USD is the functional currency.
The following table summarizes the contractual maturities of the company's investments in debt securities at December 31, 2022:
| | | | | | | | |
Contractual Maturities of Debt Securities1 | Amortized Cost | Fair Value |
| (In millions) |
| Within one year | $ | 83 | | $ | 83 | |
| One to five years | $ | 27 | | $ | 27 | |
1.The company's debt securities at December 31, 2022 consists of foreign government bonds, which are classified as held-to-maturity.
During 2021, the company sold its U.S. treasuries classified as available-for-sale securities. The estimated fair value of the available-for-sale securities that were sold in 2021 was determined using Level 1 inputs within the fair value hierarchy. Level 1 measurements were based on quoted market prices in active markets for identical assets and liabilities. The available-for-sale securities that were sold in 2021 were held by certain foreign subsidiaries in which the USD is not the functional currency. The
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
fluctuations in foreign exchange were initially recorded in accumulated other comprehensive income (loss) within the Consolidated Statements of Equity and subsequently reclassified to earnings when sold. The gains and losses on these securities offset a portion of the foreign exchange fluctuations in earnings for the company.
The following table provides the investing results from available-for-sale securities for the year ended December 31, 2021:
| | | | | |
| Investing Results | For the Year Ended December 31, |
| (In millions) | 2021 |
| Proceeds from sales of available-for-sale securities | $ | 226 | |
| Gross realized losses | $ | (7) | |
NOTE 20 - FAIR VALUE MEASUREMENTS
The following tables summarize the basis used to measure certain assets and liabilities at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | |
| Significant Other Observable Inputs | | December 31, 2022 | December 31, 2021 | | |
| (In millions) | Level 1 | Level 2 | Level 1 | Level 2 | | |
| Assets at fair value: | | | | | | | | |
Marketable securities | | $ | — | | $ | 124 | | $ | — | | $ | 86 | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Derivatives relating to:1 | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Foreign currency | | — | | 92 | | — | | 68 | | | | |
| Commodity Contracts | | — | | 4 | | — | | — | | | | |
Equity securities2 | | — | | — | | 48 | | — | | | | |
| Total assets at fair value | | $ | — | | $ | 220 | | $ | 48 | | $ | 154 | | | | |
| Liabilities at fair value: | | | | | | | | |
Derivatives relating to:1 | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Foreign currency | | — | | 67 | | — | | 24 | | | | |
| Commodity contracts | | — | | 3 | | — | | — | | | | |
| Total liabilities at fair value | | $ | — | | $ | 70 | | $ | — | | $ | 24 | | | | |
1.See Note 19 - Financial Instruments, to the Consolidated Financial Statements, for the classification of derivatives in the Consolidated Balance Sheets.
2. The company's equity securities are included in other assets in the Consolidated Balance Sheets.
For assets and liabilities classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.
For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. For time deposits classified as held-to-maturity investments and reported at amortized cost, fair value is based on an observable interest rate for similar securities. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.
For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs, such as foreign exchange rates, commodity prices, swap rates and implied volatilities obtained from various market sources. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.
For all other assets and liabilities for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models. See Note 19 - Financial Instruments, to the Consolidated Financial Statements, for further information on the types of instruments used by the company for risk management.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
There were no transfers between Levels 1 and 2 during the years ended December 31, 2022 and 2021.
For assets classified as Level 3 measurements, the fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity. The fair value of the company’s interests held in trade receivable conduits is determined by calculating the expected amount of cash to be received using the key input of anticipated credit losses in the portfolio of receivables sold that have not yet been collected. Given the short-term nature of the underlying receivables, discount rate and prepayments are not factors in determining the fair value of the interests.
NOTE 21 - GEOGRAPHIC INFORMATION
Sales are attributed to geographic areas based on customer location; long-lived assets are attributed to geographic areas based on asset location.
| | | | | | | | | | | |
| | Net Sales |
| For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| United States | $ | 7,553 | | $ | 6,782 | | $ | 6,510 | |
| Canada | 741 | | 754 | | 658 | |
| EMEA | 3,256 | | 3,123 | | 2,842 | |
Latin America1 | 4,445 | | 3,545 | | 2,805 | |
| Asia Pacific | 1,460 | | 1,451 | | 1,402 | |
| Total | $ | 17,455 | | $ | 15,655 | | $ | 14,217 | |
1.Net sales for Brazil for the years ended December 31, 2022, 2021 and 2020 were $3,137 million, $2,315 million and $1,724 million, respectively.
| | | | | | | | | | | |
| | Net Property |
| As of December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| United States | $ | 2,992 | | $ | 3,051 | | $ | 3,014 | |
| Canada | 116 | | 114 | | 122 | |
| EMEA | 538 | | 566 | | 601 | |
| Latin America | 506 | | 468 | | 510 | |
| Asia Pacific | 102 | | 130 | | 149 | |
| Total | $ | 4,254 | | $ | 4,329 | | $ | 4,396 | |
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 22 - SEGMENT INFORMATION
Corteva’s reportable segments reflects the manner in which its chief operating decision maker ("CODM") allocates resources and assesses performance, which is at the operating segment level (seed and crop protection). For purposes of allocating resources to the segments and assessing segment performance, segment operating EBITDA is the primary measure used by Corteva’s CODM. The company defines segment operating EBITDA as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, corporate expenses, non-operating (benefits) costs, foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items. Effective January 1, 2021, on a prospective basis, the company excludes from segment operating EBITDA net unrealized gain or loss from mark-to- market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. Non-operating (benefits) costs consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with legacy EIDP businesses and sites, and the 2021 officer indemnification payment. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense. Net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting represents the non-cash net gain (loss) from changes in fair value of certain undesignated foreign currency derivative contracts. Upon settlement, which is within the same calendar year of execution of the contract, the realized gain (loss) from the changes in fair value of the non-qualified foreign currency derivative contracts will be reported in the respective segment results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to fair value volatility.
Corporate Profile
The company conducts its global operations through the following reportable segments:
Seed
The company’s seed segment is a global leader in developing and supplying advanced germplasm and traits that produce optimum yield for farms around the world. The segment is a leader in many of the company’s key seed markets, including North America corn and soybeans, Europe corn and sunflower, as well as Brazil, India, South Africa and Argentina corn. The segment offers trait technologies that improve resistance to weather, disease, insects and enhance food and nutritional characteristics, herbicides used to control weeds, and digital solutions that assist farmer decision-making to help maximize yield and profitability.
Crop Protection
The crop protection segment serves the global agricultural input industry with products that protect against weeds, insects and other pests, and disease, and that improve overall crop health both above and below ground via nitrogen management and seed-applied technologies. The segment offers crop protection solutions and digital solutions that provide farmers the tools they need to improve productivity and profitability, and help keep fields free of weeds, insects and diseases. The segment is a leader in global herbicides, insecticides, nitrogen stabilizers and pasture and range management herbicides.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | | | | |
(In millions) | Seed | Crop Protection | Total |
| As of and for the Year Ended December 31, 2022 | | | |
| Net sales | $ | 8,979 | | $ | 8,476 | | $ | 17,455 | |
| Segment operating EBITDA | $ | 1,656 | | $ | 1,684 | | $ | 3,340 | |
| Depreciation and amortization | $ | 839 | | $ | 384 | | $ | 1,223 | |
| Segment assets | $ | 22,952 | | $ | 14,097 | | $ | 37,049 | |
| Investments in nonconsolidated affiliates | $ | 35 | | $ | 67 | | $ | 102 | |
| Purchases of property, plant and equipment | $ | 225 | | $ | 380 | | $ | 605 | |
| As of and for the Year Ended December 31, 2021 | | | |
| Net sales | $ | 8,402 | | $ | 7,253 | | $ | 15,655 | |
| Segment operating EBITDA | $ | 1,512 | | $ | 1,202 | | $ | 2,714 | |
| Depreciation and amortization | $ | 866 | | $ | 377 | | $ | 1,243 | |
| Segment assets | $ | 23,270 | | $ | 12,428 | | $ | 35,698 | |
| Investments in nonconsolidated affiliates | $ | 29 | | $ | 47 | | $ | 76 | |
| Purchases of property, plant and equipment | $ | 237 | | $ | 336 | | $ | 573 | |
| As of and for the Year Ended December 31, 2020 | | | |
| Net sales | $ | 7,756 | | $ | 6,461 | | $ | 14,217 | |
| Segment operating EBITDA | $ | 1,208 | | $ | 1,004 | | $ | 2,212 | |
| Depreciation and amortization | $ | 798 | | $ | 379 | | $ | 1,177 | |
| Segment assets | $ | 23,751 | | $ | 13,099 | | $ | 36,850 | |
| Investments in nonconsolidated affiliates | $ | 22 | | $ | 44 | | $ | 66 | |
| Purchase of property, plant and equipment | $ | 225 | | $ | 250 | | $ | 475 | |
Reconciliation to Consolidated Financial Statements
| | | | | | | | | | | | |
Income (loss) from continuing operations after income taxes to segment operating EBITDA
| For the Year Ended December 31, | |
| (In millions) | 2022 | 2021 | 2020 | |
| Income (loss) from continuing operations after income taxes | $ | 1,216 | | $ | 1,822 | | $ | 756 | | |
| Provision for (benefit from) income taxes on continuing operations | 210 | | 524 | | (81) | | |
| Income (loss) from continuing operations before income taxes | 1,426 | | 2,346 | | 675 | | |
| Depreciation and amortization | 1,223 | | 1,243 | | 1,177 | | |
| Interest income | (124) | | (77) | | (56) | | |
| Interest expense | 79 | | 30 | | 45 | | |
| Exchange (gains) losses - net | 229 | | 54 | | 174 | | |
Non-operating (benefits) costs - net1 | (111) | | (1,256) | | (316) | | |
| | | | |
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges2 | — | | — | | | |
| Significant items | 502 | | 236 | | 388 | | |
| Corporate expenses | 116 | | 138 | | 125 | | |
| Segment operating EBITDA | $ | 3,340 | | $ | 2,714 | | $ | 2,212 | | |
1.The year ended December 31, 2021 includes non-cash benefits related to the 2020 OPEB Plan Amendments. Refer to Note 17 - Pension Plans and Other Post Employment Benefits, to the Consolidated Financial Statements, for additional information.
2.Effective January 1, 2021, on a prospective basis, the company excludes net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. There was no unrealized mark-to-market (gain) loss for the year ended December 31, 2020.
Corteva, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | |
Segment assets to total assets (in millions) | December 31, 2022 | December 31, 2021 |
| Total segment assets | $ | 37,049 | | $ | 35,698 | |
| Corporate assets | 5,569 | | 6,646 | |
| | |
| Total assets | $ | 42,618 | | $ | 42,344 | |
Significant Pre-tax (Charges) Benefits Not Included in Segment Operating EBITDA
The years ended December 31, 2022, 2021 and 2020, respectively, included the following significant pre-tax (charges) benefits which are excluded from segment operating EBITDA:
| | | | | | | | | | | | | | |
| (In millions) | Seed | Crop Protection | Corporate | Total |
| For the Year Ended December 31, 2022 | | | | |
Restructuring and Asset Related Charges - Net1 | $ | (228) | | $ | (37) | | $ | (98) | | $ | (363) | |
Estimated settlement expense2 | — | | (87) | | — | | (87) | |
Inventory write-offs3 | (33) | | — | | — | | (33) | |
Gain on sale of business3 | — | | 15 | | — | | 15 | |
Loss on exit of non-strategic asset3 | (5) | | — | | — | | (5) | |
Settlement costs associated with Russia Exit3 | (8) | | — | | — | | (8) | |
| Employee Retention Credit | 6 | | 3 | | — | | 9 | |
| AltEn facility remediation charges | (33) | | — | | — | | (33) | |
Seed sale associated with Russia Exit3,4 | 3 | | — | | — | | 3 | |
| Total | $ | (298) | | $ | (106) | | $ | (98) | | $ | (502) | |
| | | | | | | | | | | | | | |
| (In millions) | Seed | Crop Protection | Corporate | Total |
| For the Year Ended December 31, 2021 | | | | |
Restructuring and Asset Related Charges - Net1 | $ | (152) | | $ | (59) | | $ | (78) | | $ | (289) | |
| Equity securities mark-to-market gain (loss) | 47 | | — | | — | | 47 | |
| Employee Retention Credit | 37 | | 23 | | — | | 60 | |
| Contract termination | (30) | | (24) | | — | | (54) | |
| Total | $ | (98) | | $ | (60) | | $ | (78) | | $ | (236) | |
| | | | | | | | | | | | | | |
| (In millions) | Seed | Crop Protection | Corporate | Total |
| For the Year Ended December 31, 2020 | | | | |
Restructuring and Asset Related Charges - Net1 | $ | (165) | | $ | (109) | | $ | (61) | | $ | (335) | |
Loss on sale of asset5 | — | | (53) | | — | | (53) | |
| Total | $ | (165) | | $ | (162) | | $ | (61) | | $ | (388) | |
1.Includes Board approved restructuring plans and asset related charges as well as accelerated prepaid amortization. See Note 5 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.
2.Consists of estimated Lorsban® related charges.
3.Incremental gains (losses) associated with activities related to the 2022 Restructuring Actions.
4.Includes a benefit of $3 million relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the Company was contractually required to purchase. It consists of $8 million of net sales and $5 million of cost of goods sold.
5.Includes a loss recorded in other income (expense) - net in the Consolidated Statement of Operations related to the sale of the La Porte site.
EIDP, Inc.
Index to the Consolidated Financial Statements
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Management's Reports on Responsibility for Financial Statements and
Internal Control over Financial Reporting
Management's Report on Responsibility for Financial Statements
Management is responsible for the Consolidated Financial Statements and the other financial information contained in this Annual Report on Form 10-K. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are considered by management to present fairly EIDP's financial position, results of operations and cash flows. The financial statements include some amounts that are based on management's best estimates and judgments. The financial statements have been audited by EIDP's independent registered public accounting firm, PricewaterhouseCoopers LLP. The purpose of their audit is to express an opinion as to whether the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, EIDP's financial position, results of operations and cash flows in conformity with GAAP. Their report is presented on the following pages.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. EIDP's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. EIDP's internal control over financial reporting includes those policies and procedures that:
i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of EIDP;
ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of EIDP are being made only in accordance with authorization of management and directors of EIDP; and
iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of EIDP's assets that could have a material effect on the financial statements.
Internal control over financial reporting has certain inherent limitations which may not prevent or detect misstatements. In addition, changes in conditions and business practices may cause variation in the effectiveness of internal controls.
Management assessed the effectiveness of EIDP's internal control over financial reporting as of December 31, 2022, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Based on its assessment and those criteria, management concluded that EIDP maintained effective internal control over financial reporting as of December 31, 2022.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of EIDP's internal control over financial reporting as of December 31, 2022, as stated in their report, which is presented on the following pages.
| | | | | | | | |
Charles V. Magro
Chief Executive Officer and Director | | David J. Anderson
Executive Vice President,
Chief Financial Officer and Director |
February 9, 2023
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of EIDP, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of EIDP, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2022 appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill (Seed Reporting Unit) Impairment Assessment
As described in Notes 2 and 12 to the Corteva, Inc. consolidated financial statements, the Company’s consolidated goodwill balance was $10.0 billion as of December 31, 2022, and the goodwill associated with the seed reporting unit was $5.3 billion. Management tests goodwill for impairment at the reporting unit level at least annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. Management performs an annual goodwill impairment test in the fourth quarter. If management chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required. Management performed quantitative testing on its seed reporting unit and determined that no goodwill impairment existed in 2022. Management determined fair value for the seed reporting unit using a discounted cash flow model. Management’s significant assumptions in this analysis included future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.
The principal considerations for our determination that performing procedures relating to the seed reporting unit goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value of the seed reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, the weighted average cost of capital, and the terminal value; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the seed reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness, accuracy, and relevance of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of significant assumptions used by management related to projected revenue, the weighted average cost of capital, and the terminal value. Evaluating management’s assumptions related to projected revenue and the terminal value involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the weighted average cost of capital and terminal value assumptions.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 9, 2023
We have served as the Company’s auditor since 1946.
EIDP, Inc.
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | |
| (In millions, except per share amounts) | For the Year Ended December 31, |
| 2022 | 2021 | 2020 |
| Net sales | $ | 17,455 | | $ | 15,655 | | $ | 14,217 | |
| Cost of goods sold | 10,436 | | 9,220 | | 8,507 | |
| Research and development expense | 1,216 | | 1,187 | | 1,142 | |
| Selling, general and administrative expenses | 3,173 | | 3,209 | | 3,043 | |
| Amortization of intangibles | 702 | | 722 | | 682 | |
| Restructuring and asset related charges - net | 363 | | 289 | | 335 | |
| | | |
| Other income (expense) - net | (60) | | 1,348 | | 212 | |
| | | |
| Interest expense | 124 | | 80 | | 145 | |
| Income (loss) from continuing operations before income taxes | 1,381 | | 2,296 | | 575 | |
| Provision for (Benefit from) income taxes on continuing operations | 199 | | 512 | | (105) | |
| Income (loss) from continuing operations after income taxes | 1,182 | | 1,784 | | 680 | |
| Loss (income) from discontinued operations after income taxes | (58) | | (53) | | (55) | |
| Net income (loss) | 1,124 | | 1,731 | | 625 | |
| Net income (loss) attributable to noncontrolling interests | 1 | | — | | 10 | |
Net income (loss) attributable to EIDP, Inc. | $ | 1,123 | | $ | 1,731 | | $ | 615 | |
See Notes to the Consolidated Financial Statements beginning on page F-77.
EIDP, Inc.
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | | |
| (In millions) | For the Year Ended December 31, | |
| 2022 | 2021 | 2020 | |
| Net income (loss) | $ | 1,124 | | $ | 1,731 | | $ | 625 | | |
| Other comprehensive income (loss) - net of tax: | | | | |
| | | | |
| Cumulative translation adjustments | (340) | | (573) | | (26) | | |
| Adjustments to pension benefit plans | 233 | | 1,037 | | (186) | | |
| Adjustments to other benefit plans | 191 | | (621) | | 671 | | |
| Unrealized gain (loss) on investments | — | | 10 | | (10) | | |
| Derivative instruments | 8 | | 139 | | (69) | | |
| Total other comprehensive income (loss) | 92 | | (8) | | 380 | | |
| Comprehensive income (loss) | 1,216 | | 1,723 | | 1,005 | | |
| Comprehensive income (loss) attributable to noncontrolling interests - net of tax | 1 | | — | | 10 | | |
Comprehensive income (loss) attributable to EIDP, Inc. | $ | 1,215 | | $ | 1,723 | | $ | 995 | | |
See Notes to the Consolidated Financial Statements beginning on page F-77.
EIDP, Inc.
Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | |
| (In millions, except share and per share amounts) | December 31, 2022 | December 31, 2021 | |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 3,190 | | $ | 4,459 | | |
| Marketable securities | 124 | | 86 | | |
| Accounts and notes receivable - net | 5,701 | | 4,811 | | |
| Inventories | 6,812 | | 5,180 | | |
| Other current assets | 968 | | 1,010 | | |
| Total current assets | 16,795 | | 15,546 | | |
| Investment in nonconsolidated affiliates | 102 | | 76 | | |
| Property, plant and equipment | 8,551 | | 8,364 | | |
| Less: Accumulated depreciation | 4,297 | | 4,035 | | |
| Net property, plant and equipment | 4,254 | | 4,329 | | |
| Goodwill | 9,962 | | 10,107 | | |
| Other intangible assets | 9,339 | | 10,044 | | |
| Deferred income taxes | 479 | | 438 | | |
| Other assets | 1,687 | | 1,804 | | |
| Total Assets | $ | 42,618 | | $ | 42,344 | | |
| Liabilities and Equity | | | |
| Current liabilities | | | |
| Short-term borrowings and finance lease obligations | $ | 24 | | $ | 17 | | |
| Accounts payable | 4,895 | | 4,126 | | |
| Income taxes payable | 183 | | 146 | | |
| Deferred revenue | 3,388 | | 3,201 | | |
| Accrued and other current liabilities | 2,258 | | 2,070 | | |
| Total current liabilities | 10,748 | | 9,560 | | |
| Long-term debt | 1,283 | | 1,100 | | |
| Long-term debt - Related party | 789 | | 2,162 | | |
| Other noncurrent liabilities | | | |
| Deferred income tax liabilities | 1,119 | | 1,220 | | |
| Pension and other post employment benefits - noncurrent | 2,255 | | 3,124 | | |
| Other noncurrent obligations | 1,675 | | 1,719 | | |
| Total noncurrent liabilities | 7,121 | | 9,325 | | |
| Commitments and contingent liabilities | | | |
| Stockholders’ equity | | | |
Preferred stock, without par value – cumulative; 23,000,000 shares authorized;
issued at December 31, 2022 and December 31, 2021: | | | |
| $4.50 Series – 1,673,000 shares (callable at $120) | 169 | | 169 | | |
| $3.50 Series – 700,000 shares (callable at $102) | 70 | | 70 | | |
Common stock, $0.30 par value; 1,800,000,000 shares authorized; 200
issued at December 31, 2022 and December 31, 2021 | — | | — | | |
| Additional paid-in capital | 24,284 | | 24,196 | | |
| Retained earnings (accumulated deficit) | 3,031 | | 1,922 | | |
| Accumulated other comprehensive income (loss) | (2,806) | | (2,898) | | |
Total EIDP, Inc. stockholders’ equity | 24,748 | | 23,459 | | |
| Noncontrolling interests | 1 | | — | | |
| Total equity | 24,749 | | 23,459 | | |
| Total Liabilities and Equity | $ | 42,618 | | $ | 42,344 | | |
See Notes to the Consolidated Financial Statements beginning on page F-77.
EIDP, Inc.
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | |
| (In millions) | For the Year Ended December 31, | |
| 2022 | 2021 | 2020 | |
| Operating activities | | | | |
| Net income (loss) | $ | 1,124 | | $ | 1,731 | | $ | 625 | | |
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | | | | |
| Depreciation and amortization | 1,223 | | 1,243 | | 1,177 | | |
| Provision for (benefit from) deferred income tax | (286) | | 174 | | (330) | | |
| Net periodic pension and OPEB benefit, net | (142) | | (1,292) | | (340) | | |
| Pension and OPEB contributions | (182) | | (247) | | (269) | | |
| Net (gain) loss on sales of property, businesses, consolidated companies, and investments | (18) | | (21) | | 3 | | |
| Restructuring and asset related charges - net | 363 | | 289 | | 335 | | |
| Other net loss | 305 | | 156 | | 290 | | |
| Changes in assets and liabilities, net | | | | |
| Accounts and notes receivable | (997) | | (113) | | 187 | | |
| Inventories | (1,715) | | (422) | | 104 | | |
| Accounts payable | 807 | | 524 | | (118) | | |
| Deferred Revenue | 194 | | 574 | | 71 | | |
| Other assets and liabilities | 163 | | 93 | | 251 | | |
| Cash provided by (used for) operating activities | 839 | | 2,689 | | 1,986 | | |
| Investing activities | | | | |
| Capital expenditures | (605) | | (573) | | (475) | | |
| Proceeds from sales of property, businesses, and consolidated companies - net of cash divested | 73 | | 75 | | 83 | | |
| Escrow funding associated with acquisitions | (36) | | — | | — | | |
| | | | |
| Investments in and loans to nonconsolidated affiliates | (12) | | (4) | | (1) | | |
| Purchases of investments | (344) | | (204) | | (995) | | |
| Proceeds from sales and maturities of investments | 295 | | 345 | | 721 | | |
| Other investing activities, net | (3) | | (1) | | (7) | | |
| Cash provided by (used for) investing activities | (632) | | (362) | | (674) | | |
| Financing activities | | | | |
| Net change in borrowings (less than 90 days) | (13) | | 13 | | — | | |
| Proceeds from related party debt | 48 | | 52 | | 103 | | |
| Payments on related party debt | (1,422) | | (1,349) | | (665) | | |
| Proceeds from debt | 1,358 | | 419 | | 2,439 | | |
| Payments on debt | (1,140) | | (421) | | (1,441) | | |
| | | | |
| Proceeds from exercise of stock options | 88 | | 100 | | 56 | | |
| Payment for acquisition of subsidiary's interest from the noncontrolling interest | — | | — | | (60) | | |
| Other financing activities, net | (66) | | (42) | | (51) | | |
| Cash provided by (used for) financing activities | (1,147) | | (1,228) | | 381 | | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | (278) | | (136) | | 7 | | |
| Increase (decrease) in cash, cash equivalents and restricted cash equivalents | (1,218) | | 963 | | 1,700 | | |
| Cash, cash equivalents and restricted cash equivalents at beginning of period | 4,836 | | 3,873 | | 2,173 | | |
| Cash, cash equivalents and restricted cash equivalents at end of period | $ | 3,618 | | $ | 4,836 | | $ | 3,873 | | |
| Supplemental cash flow information | | | | |
| Cash paid during the period for | | | | |
Interest, net of amounts capitalized1 | $ | 75 | | $ | 30 | | $ | 36 | | |
| Income taxes | 467 | | 341 | | 229 | | |
1.Reflects interest, net of amounts capitalized, paid to external parties. For information associated with interest paid on related party debt refer to EIDP's Note 2 - Related Party Transactions, of the EIDP Consolidated Financial Statements.
See Notes to the Consolidated Financial Statements beginning on page F-77.
EIDP, Inc.
Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF EQUITY
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| (In millions) | Preferred Stock | Common Stock | Additional Paid-in Capital "APIC" | | Retained Earnings (Accum Deficit) | Accumulated Other Comp Income (Loss) | | Non-controlling Interests | Total Equity |
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| Balance at January 1, 2020 | $ | 239 | | $ | — | | $ | 23,958 | | | $ | (406) | | $ | (3,270) | | | $ | 7 | | $ | 20,528 | |
| Net income (loss) | | | | | 615 | | | | 10 | | 625 | |
| Other comprehensive income (loss) | | | | | | 380 | | | | 380 | |
| Issuance of Corteva Stock | | | 56 | | | | | | | 56 | |
| Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) | | | (5) | | | (5) | | | | | (10) | |
| Share-based compensation | | | 60 | | | (1) | | | | | 59 | |
| Acquisition of noncontrolling interest in consolidated subsidiaries | | | (37) | | | | | | (15) | | (52) | |
| Other - net | | | 17 | | | | | | (2) | | 15 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
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| Balance at December 31, 2020 | $ | 239 | | $ | — | | $ | 24,049 | | | $ | 203 | | $ | (2,890) | | | $ | — | | $ | 21,601 | |
| Net income (loss) | | | | | 1,731 | | | | | 1,731 | |
| Other comprehensive income (loss) | | | | | | (8) | | | | (8) | |
| Issuance of Corteva Stock | | | 100 | | | | | | | 100 | |
| Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) | | | | | (10) | | | | | (10) | |
| Share-based compensation | | | 59 | | | (3) | | | | | 56 | |
| | | | | | | | | |
| Other - net | | | (12) | | | 1 | | | | | (11) | |
| Balance at December 31, 2021 | $ | 239 | | $ | — | | $ | 24,196 | | | $ | 1,922 | | $ | (2,898) | | | $ | — | | $ | 23,459 | |
| Net income (loss) | | | | | 1,123 | | | | 1 | | 1,124 | |
| Other comprehensive income (loss) | | | | | | 92 | | | | 92 | |
| Issuance of Corteva Stock | | | 88 | | | | | | | 88 | |
| Preferred dividends ($4.50 Series - $4.50 per share, $3.50 Series - $3.50 per share) | | | | | (10) | | | | | (10) | |
| Share-based compensation | | | 12 | | | (2) | | | | | 10 | |
| | | | | | | | | |
| Other - net | | | (12) | | | (2) | | | | | (14) | |
| Balance at December 31, 2022 | $ | 239 | | $ | — | | $ | 24,284 | | | $ | 3,031 | | $ | (2,806) | | | $ | 1 | | $ | 24,749 | |
See Notes to the Consolidated Financial Statements beginning on page F-77.
EIDP, Inc.
Notes to the Consolidated Financial Statements
Table of Contents
EIDP, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 1 - BASIS OF PRESENTATION
Corteva, Inc. owns 100% of the outstanding common stock of EIDP. EIDP is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The primary differences between Corteva, Inc. and EIDP are outlined below:
•Preferred Stock - EIDP has preferred stock outstanding to third parties which is accounted for as a noncontrolling interest at the Corteva, Inc. level. Each share of EIDP Preferred Stock - $4.50 Series and EIDP Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EIDP and was unaffected by the Corteva Distribution.
•Related Party Loan - EIDP engaged in a series of debt redemptions during the second quarter of 2019 that were partially funded through an intercompany loan from Corteva, Inc. This was eliminated in consolidation at the Corteva, Inc. level but remains on EIDP's financial statements at the standalone level (including the associated interest).
•Capital Structure - At December 31, 2022, Corteva, Inc.'s capital structure consists of 713,419,000 issued shares of common stock, par value $0.01 per share.
The accompanying footnotes relate to EIDP only, and not to Corteva, Inc., and are presented to show differences between EIDP and Corteva, Inc.
For the footnotes listed below, refer to the footnotes from the Corteva 10-K:
•Note 1 - Background and Basis of Presentation - refer to page F-11 of the Corteva, Inc. Consolidated Financial Statements
•Note 2 - Summary of Significant Accounting Policies - refer to page F-12 of the Corteva, Inc. Consolidated Financial Statements
•Note 3 - Recent Accounting Guidance - refer to page F-17 of the Corteva, Inc. Consolidated Financial Statements
•Note 4 - Revenue - refer to page F-17 of the Corteva, Inc. Consolidated Financial Statements
•Note 5 - Restructuring and Asset Related Charges - Net - refer to page F-20 of the Corteva, Inc. Consolidated Financial Statements
•Note 6 - Supplementary Information - refer to page F-23 of the Corteva, Inc. Consolidated Financial Statements
•Note 7 - Income Taxes - Differences exist between Corteva, Inc. and EIDP; refer to EIDP Note 3 - Income Taxes, of the EIDP Consolidated Financial Statements, below
•Note 8 - Earnings Per Share of Common Stock - Not applicable for EIDP
•Note 9 - Accounts and Notes Receivable - Net - refer to page F-29 of the Corteva, Inc. Consolidated Financial Statements
•Note 10 - Inventories - refer to page F-30 of the Corteva, Inc. Consolidated Financial Statements
•Note 11 - Property, Plant and Equipment - refer to page F-30 of the Corteva, Inc. Consolidated Financial Statements
•Note 12 - Goodwill and Other Intangible Assets - refer to page F-31 of the Corteva, Inc. Consolidated Financial Statements
•Note 13 - Leases - refer to page F-32 of the Corteva, Inc. Consolidated Financial Statements
•Note 14 - Long-Term Debt and Available Credit Facilities - refer to page F-34 of the Corteva, Inc. Consolidated Financial Statements. In addition, EIDP has a related party loan payable to Corteva, Inc.; refer to EIDP Note 2 - Related Party Transactions, of the EIDP Consolidated Financial Statements, below
•Note 15 - Commitments and Contingent Liabilities - refer to page F-36 of the Corteva, Inc. Consolidated Financial Statements
•Note 16 - Stockholders' Equity - refer to page F-43 of the Corteva, Inc. Consolidated Financial Statements
•Note 17 - Pension Plans and Other Post Employment Benefits - refer to page F-46 of the Corteva, Inc. Consolidated Financial Statements
•Note 18 - Stock-Based Compensation - refer to page F-55 of the Corteva, Inc. Consolidated Financial Statements
•Note 19 - Financial Instruments - refer to page F-57 of the Corteva, Inc. Consolidated Financial Statements
•Note 20 - Fair Value Measurements - refer to page F-62 of the Corteva, Inc. Consolidated Financial Statements
•Note 21 - Geographic Information - refer to page F-63 of the Corteva, Inc. Consolidated Financial Statements
•Note 22 - Segment Information - Differences exist between Corteva, Inc. and EIDP; refer to EIDP Note 4 - Segment Information, of the EIDP Consolidated Financial Statements, below
EIDP, Inc.
Notes to the Consolidated Financial Statements (continued)
NOTE 2 - RELATED PARTY TRANSACTIONS
Transactions with Corteva
In the second quarter of 2019, EIDP entered into a related party revolving loan from Corteva, Inc., with a maturity date in 2024. As of December 31, 2022 and 2021, the outstanding related party loan balance was $789 million and $2,162 million respectively (which approximates fair value), with interest rates of 6.52% and 1.67%, respectively, and is reflected as long-term debt - related party on EIDP's Consolidated Balance Sheet. Additionally, EIDP has incurred tax deductible interest expense of $46 million, $50 million and $100 million and paid interest of $48 million, $51 million and $105 million for the years ended December 31, 2022, 2021 and 2020, respectively, associated with the related party loan to Corteva, Inc.
As of December 31, 2022 and 2021, EIDP had payables to Corteva, Inc. of $31 million and $$27 million, respectively, included in accrued and other current liabilities, and $115 million and $$117 million, respectively, included in other noncurrent obligations in the Consolidated Balance Sheets, related to Corteva's indemnification liabilities to Dow and DuPont per the Separation Agreements (refer to page F-37 of the Corteva, Inc. Consolidated Financial Statements for further details of the Separation Agreements).
NOTE 3 - INCOME TAXES
Refer to page F-25 of the Corteva, Inc. Consolidated Financial Statements for discussion of tax items that do not differ between Corteva, Inc. and EIDP.
| | | | | | | | | | | |
| Geographic Allocation of Income (Loss) and Provision for (Benefit from) Income Taxes | For the Year Ended December 31, |
| (In millions) | 2022 | 2021 | 2020 |
| Income (loss) from continuing operations before income taxes | | | |
| Domestic | $ | (46) | | $ | 892 | | $ | (183) | |
| Foreign | 1,427 | | 1,404 | | 758 | |
| Income (loss) from continuing operations before income taxes | $ | 1,381 | | $ | 2,296 | | $ | 575 | |
| Current tax expense (benefit) | | | |
| Federal | $ | 56 | | $ | (23) | | $ | 8 | |
| State and local | 19 | | 4 | | 5 | |
| Foreign | 403 | | 329 | | 222 | |
| Total current tax expense (benefit) | $ | 478 | | $ | 310 | | $ | 235 | |
| Deferred tax expense (benefit) | | | |
| Federal | $ | (170) | | $ | 164 | | $ | (116) | |
| State and local | (39) | | 55 | | 27 | |
| Foreign | (70) | | (17) | | (251) | |
| Total deferred tax expense (benefit) | $ | (279) | | $ | 202 | | $ | (340) | |
| Provision for (benefit from) income taxes on continuing operations | 199 | | 512 | | (105) | |
| Net income (loss) from continuing operations | $ | 1,182 | | $ | 1,784 | | $ | 680 | |
EIDP, Inc.
Notes to the Consolidated Financial Statements (continued)
| | | | | | | | | | | |
| Reconciliation to U.S. Statutory Rate | For the Year Ended December 31, |
| 2022 | 2021 | 2020 |
| Statutory U.S. federal income tax rate | 21.0 | % | 21.0 | % | 21.0 | % |
Effective tax rates on international operations - net1 | (3.6) | | (2.6) | | (16.4) | |
Acquisitions, divestitures and ownership restructuring activities2 | (5.5) | | (0.1) | | (0.3) | |
| U.S. research and development credit | (2.3) | | (2.5) | | (3.4) | |
Exchange gains/losses3 | 3.8 | | 1.9 | | 4.1 | |
| State and local income taxes - net | 0.2 | | 2.2 | | 4.2 | |
Impact of Swiss Tax Reform4 | — | | 0.2 | | (31.7) | |
| Excess tax benefits/deficiencies from stock compensation | (0.7) | | (0.2) | | 1.2 | |
| Tax settlements and expiration of statute of limitations | 0.1 | | — | | 0.4 | |
Repatriation of foreign earnings5,6 | 1.7 | | 1.0 | | 1.2 | |
Other – net5 | (0.3) | | 1.3 | | 1.4 | |
| Effective tax rate | 14.4 | % | 22.2 | % | (18.3) | % |
1. Includes the effects of local and U.S. taxes related to earnings of non-U.S. subsidiaries, changes in the amount of unrecognized tax benefits associated with these earnings, losses at non-U.S. subsidiaries without local tax benefits due to valuation allowances, and other permanent differences between tax and U.S. GAAP results. Includes a tax benefit of $(36) million for the year ended December 31, 2022, relating to the release of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil. Includes a tax benefit of $(51) million for the year ended December 31, 2020, related to a return to accrual adjustment associated with an elective change in accounting method that alters the 2019 impact of foreign tax provisions.
2. Includes net tax benefit of $(55) million for the year ended December 31, 2022, related to deferred tax assets established upon change in a U.S. entity's tax characterization, as well as a net tax benefit of $(42) million for the year ended December 31, 2022, related to worthless stock deduction on Company's investment in a subsidiary after a change in the entity's legal structure.
3. Principally reflects the impact of foreign exchange gains and losses on net monetary assets for which no corresponding tax impact is realized. Further information about the company's foreign currency hedging program is included in Note 6 - Supplementary Information, and Note 19 - Financial Instruments, under the heading Foreign Currency Risk.
4. Reflects tax benefits of $(182) million primarily driven by the recognition of an elective cantonal component of the recent enactment of the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Reform") for the year ended December 31, 2020.
5. Prior year amounts in "other - net" and "repatriation of foreign earnings" for the years ended December 31, 2021 and 2020 have been reclassified from their previous presentation to conform to the current year's presentation.
6. Includes the effect of withholding tax on distribution of foreign earnings to the U.S., net of U.S. foreign tax credits.
NOTE 4 - SEGMENT INFORMATION
There are no differences in reporting structure or segments between Corteva, Inc. and EIDP. In addition, there are no differences between Corteva, Inc. and EIDP segment net sales, segment operating EBITDA, segment assets, or significant items by segment; refer to page F-64 of the Corteva, Inc. Consolidated Financial Statements for background information on the segments as well as further details regarding segment metrics. The tables below reconcile income (loss) from continuing operations after income taxes to segment operating EBITDA, as differences exist between Corteva, Inc. and EIDP.
EIDP, Inc.
Notes to the Consolidated Financial Statements (continued)
Reconciliation to Consolidated Financial Statements
| | | | | | | | | | | | |
Income (loss) from continuing operations after income taxes to segment operating EBITDA (In millions) | For the Year Ended December 31, | |
| 2022 | 2021 | 2020 | |
| Income (loss) from continuing operations after income taxes | $ | 1,182 | | $ | 1,784 | | $ | 680 | | |
| Provision for (benefit from) income taxes on continuing operations | 199 | | 512 | | (105) | | |
| Income (loss) from continuing operations before income taxes | 1,381 | | 2,296 | | 575 | | |
| Depreciation and amortization | 1,223 | | 1,243 | | 1,177 | | |
| Interest income | (124) | | (77) | | (56) | | |
| Interest expense | 124 | | 80 | | 145 | | |
| Exchange losses - net | 229 | | 54 | | 174 | | |
Non-operating (benefits) costs - net1 | (111) | | (1,256) | | (316) | | |
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges2 | — | | — | | — | | |
| Significant items | 502 | | 236 | | 388 | | |
| Corporate expenses | 116 | | 138 | | 125 | | |
| Segment operating EBITDA | $ | 3,340 | | $ | 2,714 | | $ | 2,212 | | |
1.The year ended December 31, 2021 includes non-cash benefits related to the 2020 OPEB Plan Amendments. Refer to Note 17 - Pension Plans and Other Post Employment Benefits, to the Consolidated Financial Statements, for additional information.
2.Effective January 1, 2021, on a prospective basis, the company excludes net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. There was no unrealized mark-to-market (gain) loss for the year ended December 31, 2020.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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