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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-38710

Corteva, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware82-4979096
(State or other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
9330 Zionsville Road,Indianapolis,Indiana46268(833)267-8382
(Address of Principal Executive Offices) (Zip Code)(Registrant’s Telephone Number, including area code)

Commission File Number 1-815

E. I. du Pont de Nemours and Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware51-0014090
(State or other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
9330 Zionsville Road,Indianapolis,Indiana46268(833)267-8382
(Address of Principal Executive Offices) (Zip Code)(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act for Corteva, Inc.:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCTVANew York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act for E. I. du Pont de Nemours and Company:

Title of each classTrading Symbol(s)Name of each exchange on which registered
$3.50 Series Preferred StockCTAPrANew York Stock Exchange
$4.50 Series Preferred StockCTAPrBNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Corteva, Inc.YesxNoo
E. I. du Pont de Nemours and CompanyYesxNoo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Corteva, Inc.YesxNoo
E. I. du Pont de Nemours and CompanyYesxNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Corteva, Inc.Large Accelerated FilerxAccelerated Filer oNon-Accelerated FileroSmaller reporting company oEmerging growth company o
E. I. du Pont de Nemours and CompanyLarge Accelerated FileroAccelerated Filer oNon-Accelerated FilerxSmaller reporting company oEmerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Corteva, Inc.o
E. I. du Pont de Nemours and Companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Corteva, Inc.YesoNox
E. I. du Pont de Nemours and CompanyYesoNox

Corteva, Inc. had 723,700,000 shares of common stock, par value $0.01 per share, outstanding at April, 28, 2022.

E. I. du Pont de Nemours and Company had 200 shares of common stock, par value $0.30 per share, outstanding at April, 28, 2022, all of which are held by Corteva, Inc.

E. I. du Pont de Nemours and Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q (as modified by a grant of no-action relief dated February 12, 2018) and is therefore filing this form with reduced disclosure format.

CORTEVA, INC.

E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents

Page
Explanatory Note
Part IFinancial Information
Item 1.Consolidated Financial Statements (Unaudited)
Consolidated Statements of Operations3
Consolidated Statements of Comprehensive Income (Loss)4
Consolidated Balance Sheets5
Consolidated Statements of Cash Flows6
Consolidated Statements of Equity7
Notes to the Interim Consolidated Financial Statements (Unaudited)8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations38
Cautionary Statements About Forward-Looking Statements38
Recent Developments39
Overview40
Results of Operations41
Recent Accounting Pronouncements43
Segment Reviews44
Non-GAAP Financial Measures47
Liquidity & Capital Resources48
Contractual Obligations51
Item 3.Quantitative and Qualitative Disclosures About Market Risk51
Item 4.Controls and Procedures52
Part IIOther Information
Item 1.Legal Proceedings53
Item 1A.Risk Factors55
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds55
Item 5.Other Information55
Item 6.Exhibits56
Exhibit Index56
Signature57
Consolidated Financial Statements of E.I. du Pont de Nemours and Company (Unaudited)58

Explanatory Note

Corteva owns 100% of the outstanding common stock of EID (defined below). EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Securities Exchange Act of 1934, as amended.

Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to:

  • "Corteva" or "the company" refers to Corteva, Inc. and its consolidated subsidiaries (including EID);

  • "EID" refers to E. I. du Pont de Nemours and Company and its consolidated subsidiaries or E. I. du Pont de Nemours and Company excluding its consolidated subsidiaries, as the context may indicate;

  • "DowDuPont" refers to DowDuPont Inc. and its subsidiaries prior to the Separation of Corteva (defined below);

  • "Historical Dow" refers to The Dow Chemical Company and its consolidated subsidiaries prior to the Internal Reorganization (defined below);

  • "Historical DuPont" refers to EID prior to the Internal Reorganization (defined below);

  • "Internal Reorganizations" refers to the series of internal reorganization and realignment steps undertaken by Historical DuPont and Historical Dow to realign its business into three groups: agriculture, materials science and specialty products. As part of the Internal Reorganization:

1.the assets and liabilities aligned with EID’s material science business were transferred or conveyed to separate legal entities that were ultimately conveyed by DowDuPont to Dow on April 1, 2019;

2.the assets and liabilities of EID’s specialty products business were transferred or conveyed to separate legal entities that were ultimately distributed to DowDuPont on May 1, 2019;

3.the conveyance of Historical Dow's agriculture business to EID on May 2, 2019; and

4.the contribution of EID to Corteva, Inc. on May 31, 2019. Refer to the company’s Annual Report on Form 10-K for the year ended December 31, 2021 for further information.

  • "Dow Distribution" refers to the separation of DowDuPont's materials science business into a separate and independent public company, on April 1, 2019 by way of a distribution of Dow Inc. through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow Inc.’s common stock;

  • "Merger” refers to the all-stock merger of equals strategic combination between Historical Dow and Historical DuPont on August 31, 2017;

  • "Dow" refers to Dow Inc. after the Dow Distribution;

  • "DuPont" refers to DuPont de Nemours, Inc. after the Separation of Corteva (on June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc.);

  • "Separation" or "Separation of Corteva" refers to June 1, 2019, when Corteva, Inc. became an independent, publicly traded company;

  • "Corteva Distribution" refers to the pro rata distribution of all of the then-issued and outstanding shares of Corteva, Inc.'s common stock on June 1, 2019, which was then a wholly-owned subsidiary of DowDuPont, to holders of DowDuPont's common stock as of the close of business on May 24, 2019;

  • "Distributions" refers to the Dow Distribution and the Corteva Distribution; and

  • “Letter Agreement” refers to the Letter Agreement executed by DuPont and Corteva on June 1, 2019, which sets forth certain additional terms and conditions related to the Separation, including certain limitations on each party’s ability to transfer certain businesses and assets to third parties without assigning certain of such party’s indemnification obligations under the Corteva Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions.

This Quarterly Report on Form 10-Q is a combined report being filed separately by Corteva, Inc. and EID. The information in this Quarterly Report on Form 10-Q is equally applicable to Corteva, Inc. and EID, except where otherwise indicated.

The separate EID financial statements and footnotes for areas that differ from Corteva, are included within this Quarterly Report on Form 10-Q and begin on page 58. Footnotes of EID that are identical to that of Corteva are cross-referenced accordingly.

PART I. FINANCIAL INFORMATION

Next: Item 1. CONSOLIDATED FINANCIAL STATEMENTS