Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

85K characters. Original on sec.gov · Markdown

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements About Forward-Looking Statements

This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; environmental, social and governance (“ESG”) targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva’s pipeline; (ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) effect of competition and consolidation in Corteva’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) failure to comply with competition and antitrust laws; (x) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (xi) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) effect of volatility in Corteva’s input costs; (xiv) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xv) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xvi) increases in pension and other post-employment benefit plan funding obligations; (xvii) risks related to environmental litigation and the indemnification obligations of legacy EID liabilities in connection with the separation of Corteva; (xviii) risks related to Corteva’s global operations; (xix) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to COVID-19; (xxii) Corteva’s ability to recruit and retain key personnel; (xxiii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) Corteva’s dependence on intellectual property cross-license agreements; (xxvi) other risks related to the Separation from DowDuPont; and (xxvii) risks related to the Russia and Ukraine military conflict.

Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the “Risk Factors” section of Corteva’s 2021 Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Recent Developments

Global Economic Conditions

Economic activity continues to be impacted by the evolution of the novel coronavirus disease ("COVID-19"), although varying regionally depending on government policies and regulations and the rate, pace, and effectiveness of the containment efforts deployed by various national, state, and local governments, vaccination rates, and the ability of COVD-19 variants to overcome containment efforts, available vaccines, and medical treatments. These varying levels of recovery have created a misalignment of supply and demand for labor, transportation and logistic services, energy, raw materials and other inputs, which have been exasperated in certain regions by other events, including extreme weather and military conflict between Russia and Ukraine. Corteva will continue to actively monitor global conditions and may take further actions altering its business operations that it determines are in the best interests of its stakeholders, or as required by federal, state, or local authorities. These alterations or modifications may impact the company's business, including the effects on its customers, employees, and prospects, or on its financial results for the foreseeable future. The ongoing factors driving volatility in global markets that could impact our business' earnings and cash flows include, but are not limited to military conflict and resulting economic sanctions, the inflation of, or unavailability of raw material inputs and transportation and logistics services, currency fluctuations, expectations of future planted area (as influenced by consumer demand, ethanol markets and government policies and regulations), trade and purchasing of commodities globally and relative commodity prices.

In response to Russia’s military conflict with Ukraine, in April 2022 the company announced its decision to withdraw from Russia and stop production and business activities ("Russia Exit"). Russia contributes approximately 2 percent of the company's annual net sales. Refer to the 2022 Restructuring Actions discussion below for additional information.

2022 Restructuring Actions

In connection with the company’s shift to a global business unit model, the company has 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 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, $155 million to $180 million of asset related charges, $65 million to $80 million of costs related to contract terminations (contract terminations includes early lease terminations) and $25 million to $40 million of other charges. Future cash payments related to these charges are anticipated to be $150 million to $175 million, primarily related 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 pre-tax restructuring and other charges included $47 million associated with the Russia Exit for the nine months ended September 30, 2022. The Russia Exit net pre-tax restructuring charges consisted of $6 million of severance and related benefit costs, $3 million of asset related charges, and $28 million of costs related to contract terminations (contract terminations includes early lease terminations). The company also recorded other pre-tax charges associated with the Russia Exit to cost of goods sold and other income – net in the interim 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 government receivables.

The 2022 Restructuring Activities are expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving an estimated $210 million to $220 million of savings on a run rate basis by 2025. See Note 4 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements for additional information.

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 3,414,000 shares and 14,284,000 shares, respectively, during the three and nine months ended September 30, 2022 in the open market for a total cost of $200 million and $800 million, 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. In connection with the 2019 Share Buyback Plan, the company purchased and retired 3,408,000 shares and 15,378,000 shares, respectively, during the three and nine months ended September 30, 2021 in the open market for a total cost of $150 million and $700 million, respectively.

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.

Overview

The following is a summary of results from continuing operations for the three months ended September 30, 2022:

  • The company reported net sales of $2,777 million, up 17 percent versus the same quarter last year, reflecting a 13 percent increase in price and a 9 percent increase in volume, partially offset by a 4 percent unfavorable impact from currency and a 1 percent unfavorable impact from portfolio.

  • Cost of goods sold ("COGS") totaled $1,879 million in the third quarter of 2022, up from $1,558 million in the third quarter of 2021, primarily driven by increased volumes and higher input costs, freight and logistics, which are primarily market-driven, partially offset by ongoing cost and productivity actions.

  • Restructuring and asset related charges - net were $152 million in the third quarter of 2022, an increase from $26 million in the third quarter of 2021. The charges for the three months ended September 30, 2022 primarily relate to severance and related benefit costs, asset related charges, and contract termination charges associated with 2022 Restructuring Actions and noncash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

  • Income (loss) from continuing operations after income taxes was $(322) million, as compared to $36 million in the same quarter last year.

  • Operating EBITDA was $96 million for the three months ended September 30, 2022, improved from $(51) million for the three months ended September 30, 2021 primarily driven by strong price execution and volume gains in all regions and productivity actions, partially offset by inflation and currency headwinds. Refer to page 55 for further discussion of the company's Non-GAAP financial measures.

The following is a summary of results from continuing operations for the nine months ended September 30, 2022:

  • The company reported net sales of $13,630 million, up 12 percent versus the same period last year, reflecting a 10 percent increase in price and a 6 percent increase in volume, partially offset by a 4 percent unfavorable impact from currency.

  • COGS totaled $7,926 million in the nine months ended September 30, 2022, up from $6,988 million in the nine months ended 2021, primarily driven by increased volumes and higher input costs, freight and logistics, which are primarily market-driven, partially offset by ongoing cost and productivity actions.

  • Restructuring and asset related charges - net were $300 million in the nine months ended September 30, 2022, an increase from $261 million in the nine months ended September 30, 2021. The charges for the nine months ended September 30, 2022 primarily relate to severance and related benefit costs, asset related charges, and contract termination charges associated with 2022 Restructuring Actions and noncash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

  • Income (loss) from continuing operations after income taxes was $1,257 million, as compared to $1,667 million in the same period last year.

  • Operating EBITDA was $2,854 million, improved from $2,314 million for the nine months ended September 30, 2021, primarily driven by strong price execution and volume gains in all regions and productivity actions, partially offset by inflation and currency headwinds. Refer to page 55 for further discussion of the company's Non-GAAP financial measures.

In addition to the financial highlights above, the following events occurred during the nine months ended September 30, 2022:

  • The company returned approximately $1.1 billion to shareholders during the nine months ended September 30, 2022 under its 2021 Share Buyback Plan and through common stock dividends.

  • 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. The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.

Results of Operations

Net Sales

Net sales were $2,777 million and $2,371 million for the three months ended September 30, 2022 and 2021, respectively. The increase was primarily driven by a 13 percent increase in price and a 9 percent increase in volume versus the prior period, partially offset by a (4) percent unfavorable currency impact and (1) percent unfavorable portfolio impact. The increase in volume was driven by the continued penetration of new products, higher other oilseed sales in India, and a later start to the planting season in North America resulting in some corn and soybean sales shifting into the third quarter of 2022. In addition, sales relating to corn in Latin America and EMEA and EnlistTM herbicide forecasted for the fourth quarter were realized in the third quarter due to early demand. The price gains were driven by the execution on the company’s price for value strategy and recovery of higher input costs. The unfavorable currency impacts were led by the Euro and the South African Rand. The portfolio impact was driven by a divestiture in Asia Pacific.

Three Months Ended September 30,
20222021
Net Sales ($ Millions)%Net Sales ($ Millions)%
Worldwide$2,777100%$2,371100%
North America173927%59025%
EMEA245416%39017%
Latin America1,28146%1,09746%
Asia Pacific30311%29412%
Q3 2022 vs. Q3 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America1$14925%13%14%(1)%(1)%
EMEA26416%10%23%(17)%—%
Latin America18417%16%2%(1)%—%
Asia Pacific93%7%3%(7)%—%
Total$40617%13%9%(4)%(1)%

1.Represents U.S. & Canada.

2.Europe, Middle East, and Africa ("EMEA").

Net sales were $13,630 million and $12,176 million for the nine months ended September 30, 2022 and 2021, respectively. The increase was primarily driven by a 10 percent increase in price and a 6 percent increase in volume versus the prior period, partially offset by a (4) percent unfavorable currency impact. The increase in volume and was driven by continued penetration of new products and notable gains in EMEA as well as North America soybeans, partially offset by the reduction of corn acres and canola volumes in North America. Price gains were driven by the continued execution on the company’s price for value strategy with strong execution across all regions in response to cost inflation, and recovery of higher input costs. The unfavorable currency impacts were led by the Euro and the Turkish Lira.

Nine Months Ended September 30,
20222021
Net Sales ($ Millions)%Net Sales ($ Millions)%
Worldwide$13,630100%$12,176100%
North America16,82250%6,17551%
EMEA22,89421%2,70222%
Latin America2,76420%2,20318%
Asia Pacific1,1509%1,0969%
Nine Months 2022 vs. Nine Months 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America1$64710%9%2%(1)%—%
EMEA21927%9%12%(14)%—%
Latin America56125%14%10%1%—%
Asia Pacific545%6%6%(5)%(2)%
Total$1,45412%10%6%(4)%—%

1.Represents U.S. & Canada.

2.Europe, Middle East, and Africa ("EMEA").

Cost of Goods Sold

COGS was $1,879 million (68 percent of net sales) and $1,558 million (66 percent of net sales) for the three months ended September 30, 2022 and 2021, respectively. The increase was primarily driven by increased volumes, higher input costs, and freight and logistics, which are primarily market-driven. The increases are partially offset by ongoing cost and productivity actions, and a favorable impact from currency. The market driven trends are expected to continue as global supply chains and logistics remain constrained across industries, with the potential for inflationary pressures easing in late 2023 on a year-over-year basis.

COGS was $7,926 million (58 percent of net sales) and $6,988 million (57 percent of net sales) for the nine months ended September 30, 2022 and 2021, respectively. The increase was primarily driven by increased volumes in crop protection, higher input costs, and freight and logistics, which are primarily market-driven. The increases are partially offset by ongoing cost and productivity actions, lower volumes in seed from the reduction of corn acres in North America and supply constraints in North America canola and Latin America corn, and a favorable impact from currency. The market driven trends are expected to continue as global supply chains and logistics remain constrained across industries, with the potential for inflationary pressures easing in late 2023 on a year-over-year basis.

Research and Development Expense

R&D expense was $312 million (11 percent of net sales) and $297 million (13 percent of net sales) for the three months ended September 30, 2022 and 2021, respectively. The increase was primarily driven by an increase in variable compensation, third-party research costs and repairs and maintenance expense, partially offset by favorable currency.

R&D expense was $876 million (6 percent of net sales) and $871 million (7 percent of net sales) for the nine months ended September 30, 2022 and 2021, respectively. The increase was primarily driven by an increase in travel, third-party research costs, repairs and maintenance expense and variable compensation, partially offset by favorable currency and lower salaries and wages.

Selling, General and Administrative Expenses

SG&A expenses were $657 million (24 percent of net sales) and $672 million (28 percent of net sales) for the three months ended September 30, 2022 and 2021, respectively. The decrease was primarily driven by favorable currency and lower enterprise resource planning costs and functional spend, partially offset by higher commissions and travel.

SG&A expenses were $2,409 million (18 percent of net sales) and $2,403 million (20 percent of net sales) for the nine months ended September 30, 2022 and 2021, respectively. The increase was primarily driven by higher commissions, selling expense,

travel, salaries and wages, bad debt expense and consulting fees, partially offset by favorable currency, lower functional spend and performance based compensation, and favorable impact from the company's deferred compensation plans due to market declines.

Amortization of Intangibles

Intangible asset amortization was $178 million and $180 million for the three months ended September 30, 2022 and 2021, respectively, and $536 million and $543 million for the nine months ended September 30, 2022 and 2021, respectively. See Note 10 - Other Intangible Assets, to the interim Consolidated Financial Statements, for additional information.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were $152 million and $26 million for the three months ended September 30, 2022 and 2021, respectively. The charges in the third quarter of 2022 primarily relate to severance and related benefit costs, asset related charges, and contract termination charges associated with 2022 Restructuring Actions. The charges in the third quarter of 2021 primarily related to severance and related benefit costs and asset related charges associated with 2021 Restructuring Actions and non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits under the Execute to Win Productivity Program.

Restructuring and asset related charges - net were $300 million and $261 million for the nine months ended September 30, 2022 and 2021, respectively. The charges during the nine months ended September 30, 2022 primarily relate to severance and related benefit costs, asset related charges, and contract termination charges associated with 2022 Restructuring Actions. The charges during the nine months ended September 30, 2021 primarily related to severance and related benefit costs, asset related charges, and contract termination charges associated with 2021 Restructuring Actions and non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits under the Execute to Win Productivity Program.

See Note 4 - Restructuring and Asset Related Charges, Net, to the interim Consolidated Financial Statements, for additional information.

Other Income - Net

Other income - net was $23 million and $378 million for the three months ended September 30, 2022 and 2021, respectively. The decrease was primarily driven by a decrease in non-operating pension and other post-employment benefit credits due to the prior year impact of the December 2020 OPEB plan amendments as discussed in the 2021 Annual Report, a mark-to-market gain recognized during the three months ended September 30, 2021 associated with a previously held equity investment, estimated settlement reserves, and a net exchange loss during the three months ended September 30, 2022 compared to a net exchange gain during the three months ended September 30, 2021. The decreases are partially offset by an increase in interest income and a gain on the sale of a business associated with the 2022 Restructuring Actions (refer to the header “Restructuring and Asset Related Charges – Net” for further information).

Other income - net was $89 million and $1,013 million for the nine months ended September 30, 2022 and 2021, respectively. The decrease was primarily driven by a decrease in non-operating pension and other post-employment benefit credits due to the prior year impact of the December 2020 OPEB plan amendments as discussed in the 2021 Annual Report, an increase in losses associated with a previously held equity investment, estimated settlement reserves, and an increase in net exchange losses. The decreases are partially offset by a decrease in loss on sale of receivables, an increase in interest income and a gain on the sale of a business associated with the 2022 Restructuring Actions (refer to the header “Restructuring and Asset Related Charges – Net” for further information).

Pre-tax net exchange gains (losses) were $(13) million and $(96) million for the three and nine months ended September 30, 2022, respectively, and $2 million and $(47) million for the three and nine months ended September 30, 2021, respectively. The company routinely uses forward exchange contracts to offset its net exposures, by currency denominated monetary assets and liabilities of its operations. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes. The net pre-tax exchange gains and losses are recorded in other income - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the interim Consolidated Statement of Operations.

See Note 5 - Supplementary Information, to the interim Consolidated Financial Statements, for additional information.

Interest Expense

Interest expense was $18 million and $8 million for the three months ended September 30, 2022 and 2021, respectively, and $43 million and $22 million for the nine months ended September 30, 2022 and 2021, respectively. The change was primarily driven by higher interest rates and foreign currency borrowings.

Provision for (Benefit from) Income Taxes on Continuing Operations

The company’s benefit from income taxes on continuing operations was $(74) million for the three months ended September 30, 2022 on pre-tax loss from continuing operations of $(396) million, resulting in an effective tax rate of 18.7% percent. The effective tax rate was unfavorably impacted by tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not tax-deductible in their local jurisdictions. The unfavorable impacts were partially offset by a $55 million tax benefit on the establishment of deferred taxes in connection with the impact of a change in a U.S. legal entity's tax characterization.

The company’s benefit from income taxes on continuing operations was $(28) million for the three months ended September 30, 2021 on pre-tax income from continuing operations of $8 million, resulting in an effective tax rate of (350.0) percent. The effective tax rate was favorably impacted by $32 million of net tax benefits associated with changes in accruals for certain prior year tax positions in various jurisdictions, including a $22 million tax benefit associated with U.S. research and development tax credits. The favorable impacts were partially offset by unfavorable geographic mix of earnings.

The company's provision for income taxes on continuing operations was $372 million for the nine months ended September 30, 2022 on pre-tax income from continuing operations of $1,629 million, resulting in an effective tax rate of 22.8 percent. The effective tax rate was unfavorably impacted by tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not tax-deductible in their local jurisdictions, changes in valuation allowances, and unfavorable geographic mix of earnings. The unfavorable impacts were partially offset by a $55 million tax benefit on the establishment of deferred taxes in connection with the impact of a change in a U.S. legal entity's tax characterization, as well as tax benefits associated with changes in accruals and deferred taxes for certain prior year tax positions and stock-based compensation.

The company’s provision for income taxes on continuing operations was $434 million for the nine months ended September 30, 2021 on pre-tax income from continuing operations of $2,101 million, resulting in an effective tax rate of 20.7 percent. The effective tax rate was favorably impacted by $58 million of net tax benefits associated with changes in accruals for certain prior year tax positions in various jurisdictions, including a $22 million tax benefit associated with U.S. research and development tax credits. The favorable impacts were partially offset by unfavorable geographic mix of earnings, as well as the tax impact of certain net exchange losses recognized on the re-measurement of the net monetary asset positions which were not tax-deductible in their local jurisdictions.

(Loss) Income from Discontinued Operations After Tax

(Loss) income from discontinued operations after tax was $(6) million and $(46) million for the three and nine months ended September 30, 2022, respectively, and $(4) million and $(59) million for the three and nine months ended September 30, 2021, respectively. The three and nine months ended September 30, 2022 and 2021 primarily reflects charges pursuant to the MOU with Chemours and DuPont, relating to PFAS environmental remediation activities at Chemours' Fayetteville Works facility. The three and nine months ended September 30, 2021 also includes charges relating to the settlement with the State of Delaware for PFAS related natural resource damage claims. Refer to Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.

EID Analysis of Operations

As discussed in Note 1 - Basis of Presentation, to the EID interim Consolidated Financial Statements, EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The below relates to EID only and is presented to provide an Analysis of Operations, only for the differences between EID and Corteva, Inc.

Interest Expense

EID’s interest expense was $32 million and $19 million for the three months ended September 30, 2022 and 2021, respectively, and $76 million and $61 million for the nine months ended September 30, 2022 and 2021, respectively. The change was primarily driven by the items noted on page 49, under the header "Interest Expense," partially offset by lower average borrowings on the related party loan between EID and Corteva, Inc. See Note 2 - Related Party Transactions, to the EID interim Consolidated Financial Statements, for further information.

Provision for (Benefit from) Income Taxes on Continuing Operations

EID’s benefit from income taxes on continuing operations was $(77) million for the three months ended September 30, 2022 on pre-tax loss from continuing operations of $(410) million, resulting in an effective tax rate of 18.8 percent. EID’s benefit from income taxes on continuing operations was $(30) million for the three months ended September 30, 2021 on pre-tax loss from continuing operations of $(3) million, resulting in an effective tax rate of 1,000 percent.

EID’s provision for income taxes on continuing operations was $364 million for the nine months ended September 30, 2022 on pre-tax income from continuing operations of $1,596 million, resulting in an effective tax rate of 22.8 percent. EID’s provision for income taxes on continuing operations was $425 million for the nine months ended September 30, 2021 on pre-tax income from continuing operations of $2,062 million, resulting in an effective tax rate of 20.6 percent.

EID’s effective tax rates for the three and nine months ended September 30, 2022 and 2021 were driven by a tax benefit related to the interest expense incurred on the related party loan between EID and Corteva, Inc. and the items noted on page 50, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations.” See Note 2 - Related Party Transactions, to the EID interim Consolidated Financial Statements, for further information.

Corporate Outlook

The company is affirming its net sales outlook and expects it to be in the range of $17.2 billion and $17.5 billion. The company is increasing its Operating EBITDA guidance and now expects it to be in the range of $3.0 billion and $3.1 billion. Operating Earnings Per Share is expected to be in the range of $2.45 and $2.60 per share.

Corteva is not able to reconcile its forward-looking non-GAAP financial measures to its most comparable U.S. GAAP financial measures, as it is unable to predict with reasonable certainty items outside of the company’s control, such as Significant Items, without unreasonable effort (refer to page 56 for Significant Items recorded in the three and nine months ended September 30, 2022 and 2021). During 2022, the company expects to record approximately $305 million to $330 million for the 2022 Restructuring Actions as restructuring and other charges. See Note 4 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for additional information on the company’s 2022 Restructuring Actions.

Recent Accounting Pronouncements

See Note 2 - Recent Accounting Guidance, to the interim Consolidated Financial Statements for a description of recent accounting pronouncements.

Segment Reviews

The company operates in two reportable segments: Seed and Crop Protection.

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.

Summarized below are comments on individual segment net sales and segment operating EBITDA for the three and nine months ended September 30, 2022 compared with the same period in 2021. 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. Non-operating benefits (costs) consists of non-operating pension and OPEB benefit (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy EID businesses and sites. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax

income or expense. See Note 17 - Segment Information, to the interim Consolidated Financial Statements, for details related to significant pre-tax benefits (charges) excluded from segment operating EBITDA. All references to prices are based on local price unless otherwise specified.

A reconciliation of segment operating EBITDA to income (loss) from continuing operations after income taxes for the three and nine months ended September 30, 2022 and 2021 is included in Note 17 - Segment Information, to the interim Consolidated Financial Statements.

SeedThree Months Ended September 30,Nine Months Ended September 30,
In millions2022202120222021
Net sales$862$738$7,333$7,010
Segment operating EBITDA$(224)$(217)$1,585$1,523
SeedQ3 2022 vs. Q3 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America$5030%3%28%(1)%—%
EMEA43%7%9%(13)%—%
Latin America4915%14%1%—%—%
Asia Pacific2125%12%21%(8)%—%
Total$12417%10%11%(4)%—%
SeedQ3 2022 vs. Q3 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
Corn$327%5%6%(4)%—%
Soybeans4831%28%3%—%—%
Other oilseeds3032%7%39%(14)%—%
Other1428%(2)%34%(4)%—%
Total$12417%10%11%(4)%—%
SeedNine Months 2022 vs. Nine Months 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America$1553%6%(2)%(1)%—%
EMEA443%12%5%(14)%—%
Latin America708%8%1%(1)%—%
Asia Pacific5419%12%15%(8)%—%
Total$3235%7%1%(3)%—%
SeedNine Months 2022 vs. Nine Months 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
Corn$1163%7%(1)%(3)%—%
Soybeans19113%9%4%—%—%
Other oilseeds(14)(2)%7%—%(9)%—%
Other309%3%9%(3)%—%
Total$3235%7%1%(3)%—%

Seed

Seed net sales were $862 million in the third quarter of 2022, up 17 percent from $738 million in the third quarter of 2021. The increase was driven by an 11 percent increase in volumes and a 10 percent increase in price, partially offset by a 4 percent unfavorable currency impact.

Higher volumes were driven by higher other oilseed sales in India, as well as a later start to the planting season in North America, which shifted some corn and soybean sales into the third quarter. In addition, sales relating to corn in Latin America and EMEA forecasted for the fourth quarter were realized in the third quarter due to early demand. Price gains were driven by strong execution globally, as farmers prioritize yield to help offset inflation. Unfavorable currency impacts were led by the South African Rand and the Euro.

Segment operating EBITDA was $(224) million in the third quarter of 2022, down 3 percent from $(217) million in the third quarter of 2021. Price execution, volume gains, and ongoing cost and productivity actions were more than offset by higher input and freight costs, including commodity costs. Segment operating EBITDA margin improved by approximately 340 basis points versus the prior-year period.

Seed net sales were $7,333 million for the first nine months of 2022, up 5 percent from approximately $7,010 million in the first nine months of 2021. The sales increase was driven by a 7 percent increase in price and a 1 percent increase in volumes. This gain was partially offset by a 3 percent unfavorable currency impact.

The increase in price was driven by strong execution globally, led by North America and EMEA, with global corn and soybean prices up 7 percent and 10 percent, respectively. The increase in volume was driven by gains in EMEA as well as North America soybeans, partially offset by reduced corn acres in North America and supply constraints in North America canola and Latin America corn. Unfavorable currency impacts were led by the Turkish Lira and the Euro.

Segment Operating EBITDA was $1,585 million for the first nine months of 2022, up 4 percent from $1,523 million for the first nine months of 2021. Price execution and ongoing cost and productivity actions more than offset higher input and freight costs, the unfavorable impact of currency, lower volumes in North America, and the unfavorable year-over-year impact from the remeasurement of a previously held equity investment. Segment operating EBITDA margin declined by approximately 10 basis points versus the prior-year period.

Crop ProtectionThree Months Ended September 30,Nine Months Ended September 30,
In millions2022202120222021
Net sales$1,915$1,633$6,297$5,166
Segment Operating EBITDA$352$206$1,352$897
Crop ProtectionQ3 2022 vs. Q3 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America$9923%17%8%(1)%(1)%
EMEA6025%12%32%(19)%—%
Latin America13518%17%2%(1)%—%
Asia Pacific(12)(6)%5%(4)%(6)%(1)%
Total$28217%15%7%(4)%(1)%
Crop ProtectionQ3 2022 vs. Q3 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
Herbicides$26133%22%16%(5)%—%
Insecticides(53)(13)%6%(14)%(4)%(1)%
Fungicides8224%11%16%(3)%—%
Other(8)(8)%3%(7)%(4)%—%
Total$28217%15%7%(4)%(1)%
Crop ProtectionNine Months 2022 vs. Nine Months 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
North America$49229%18%12%(1)%—%
EMEA14811%7%18%(14)%—%
Latin America49136%18%16%2%—%
Asia Pacific——%5%2%(4)%(3)%
Total$1,13122%13%13%(4)%—%
Crop ProtectionNine Months 2022 vs. Nine Months 2021Percent Change Due To:
Net Sales ChangePrice &Portfolio /
$ In millions$%Product MixVolumeCurrencyOther
Herbicides$73527%18%12%(3)%—%
Insecticides141%7%(1)%(5)%—%
Fungicides26229%8%27%(3)%(3)%
Other12047%9%41%(3)%—%
Total$1,13122%13%13%(4)%—%

Crop Protection

Crop protection net sales were $1,915 million in the third quarter of 2022, up 17 percent from $1,633 million in the third quarter of 2021. The increase was driven by a 15 percent increase in price and a 7 percent increase in volumes. These gains were partially offset by a 4 percent unfavorable currency impact and a 1 percent unfavorable portfolio impact.

The increase in price was broad-based, with gains in all regions led by Latin America and North America, and mostly reflected pricing for higher raw material and logistical costs. The increase in volume was driven by continued penetration of new products, including EnlistTM herbicide and ZorvecTM fungicide. Unfavorable currency impacts were led by the Euro. The portfolio impact was driven by a divestiture in Asia Pacific.

Segment Operating EBITDA was $352 million in the third quarter of 2022, up 71 percent from $206 million in the third quarter of 2021. Pricing and volume gains and productivity actions more than offset higher input costs, including raw material costs, and the unfavorable impact of currency. Segment operating EBITDA margin improved by more than 570 basis points versus the prior-year period.

Crop protection net sales were $6,297 million for the first nine months of 2022, up 22 percent from the $5,166 million for the first nine months of 2021. The sales increase was driven by a 13 percent increase in volumes and a 13 percent increase in price. These gains were partially offset by a 4 percent unfavorable currency impact.

The increase in volume was driven by continued penetration of new products, including EnlistTM and ArylexTM herbicides and OnmiraTM fungicide, with new product sales up nearly 50 percent compared to the same period last year. The increase in price, led by North America and Latin America, mostly reflected pricing for higher raw material and logistical costs. Unfavorable currency impacts were led by the Euro and the Turkish Lira.

Segment Operating EBITDA was $1,352 million in the first nine months of 2022, up 51 percent from $897 million for the first nine months of 2021. Pricing and volume gains and productivity actions more than offset higher input costs, including raw material costs, and the unfavorable impact of currency. Segment operating EBITDA margin improved by more than 410 basis points versus the prior-year period largely driven by pricing execution and new and differentiated technology.

Non-GAAP Financial Measures

The company presents certain financial measures that do not conform to U.S. GAAP and are considered non-GAAP measures. These measures include Operating EBITDA and operating earnings (loss) per share. Management uses these measures internally for planning and forecasting, including allocating resources and evaluating incentive compensation. Management believes that these non-GAAP measures best reflect the ongoing performance of the company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the company and a more useful comparison of year over year results. These non-GAAP measures supplement the company's U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Reconciliations for these non-GAAP measures to U.S. GAAP are provided below.

Operating EBITDA is defined as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, 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. Non-operating benefits (costs) consists of non-operating pension and OPEB benefits (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy businesses and sites. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense. Operating earnings (loss) per share is defined as "earnings (loss) per common share from continuing operations - diluted" excluding the after-tax impact of significant items, the after-tax impact of non-operating benefits (costs), the after-tax impact of amortization expense associated with intangible assets existing as of the Separation from DowDuPont, and the after-tax impact of net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. Although amortization of the company's intangible assets is excluded from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in amortization of additional intangible assets. 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 relevant non-GAAP financial measures, allowing quarterly results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to fair value volatility.

Reconciliation of Income (Loss) from Continuing Operations after Income Taxes to Operating EBITDA

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Income (loss) from continuing operations after income taxes (GAAP)$(322)$36$1,257$1,667
Provision for (benefit from) income taxes on continuing operations(74)(28)372434
Income (loss) from continuing operations before income taxes (GAAP)(396)81,6292,101
Depreciation and amortization310309919926
Interest income(36)(19)(75)(58)
Interest expense1884322
Exchange (gains) losses13(2)9647
Non-operating (benefits) costs(9)(315)(134)(941)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges(6)(19)(3)3
Significant items (benefit) charge202(21)379214
Operating EBITDA (Non-GAAP)$96$(51)$2,854$2,314

Significant Items

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Restructuring and asset related charges - net$(152)$(26)$(300)$(261)
Equity Securities mark-to-market gain—47—47
Estimated settlement expense1(40)—(57)—
Inventory write-offs(32)—(33)—
Gain on sale of business15—15—
Loss on exit of non-strategic asset——(5)—
Settlement costs associated with the Russia Exit(2)—(8)—
Employee Retention Credit9—9—
Total pretax significant items benefit (charge)(202)21(379)(214)
Total tax (provision) benefit impact of significant items237(4)7147
Tax only significant item benefit (charge)355—55—
Total significant items benefit (charge), after tax$(110)$17$(253)$(167)

1.Consists of estimated Lorsban® related reserves.

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

3.The tax only significant item benefit for the three and nine months ended September 30, 2022 reflects the impact of a change in a U.S. legal entity's tax characterization, resulting in the establishment of deferred taxes.

Reconciliation of Income (Loss) from Continuing Operations Attributable to Corteva and Earnings (Loss) Per Share of Common Stock from Continuing Operations - Diluted to Operating Earnings (Loss) and Operating Earnings (Loss) Per Share

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Income (loss) from continuing operations attributable to Corteva (GAAP)$(325)$34$1,248$1,659
Less: Non-operating benefits - net, after tax424296716
Less: Amortization of intangibles (existing as of Separation), after tax(137)(140)(414)(423)
Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax4152(2)
Less: Significant items benefit (charge), after tax(110)17(253)(167)
Operating Earnings (Loss) (Non-GAAP)$(86)$(100)$1,817$1,535
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Earnings (loss) per share of common stock from continuing operations - diluted (GAAP)$(0.45)$0.05$1.72$2.23
Less: Non-operating benefits - net, after tax—0.330.130.96
Less: Amortization of intangibles (existing as of Separation), after tax(0.19)(0.18)(0.57)(0.57)
Less: Mark-to-market gains on certain foreign currency contracts not designated as hedges, after tax0.010.020.01—
Less: Significant items benefit (charge), after tax(0.15)0.02(0.35)(0.22)
Operating Earnings (Loss) Per Share (Non-GAAP)$(0.12)$(0.14)$2.50$2.06
Diluted Shares Outstanding (in millions)718.7739.5726.4744.0

Liquidity and Capital Resources

Information related to the company's liquidity and capital resources can be found in the company’s 2021 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity & Capital Resources. The discussion below provides the updates to this information for the nine months ended September 30, 2022.

(In millions)September 30, 2022December 31, 2021September 30, 2021
Cash, cash equivalents and marketable securities$2,318$4,545$2,882
Total debt$2,853$1,117$2,473

The increase in debt balances from December 31, 2021 was primarily due to funding the company's working capital needs and capital expenditures. See further information in Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the interim Consolidated Financial Statements.

The company believes its ability to generate cash from operations and access to capital markets and commercial paper markets will be adequate to meet anticipated cash requirements to fund its operations, including seasonal working capital, capital spending, dividend payments, share repurchases and pension obligations. Corteva's strong financial position, liquidity and credit ratings will provide access as needed to capital markets and commercial paper markets to fund seasonal working capital needs. The company's liquidity needs can be met through a variety of sources, including cash provided by operating activities, commercial paper, syndicated credit lines, bilateral credit lines, long-term debt markets, bank financing and committed receivable repurchase facilities. Corteva considers the borrowing costs and lending terms when selecting the source to fund its operations and working capital needs.

The company had access to approximately $6.0 billion at September 30, 2022 and $6.4 billion at December 31, 2021, and September 30, 2021, respectively, in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans. In addition to the unused credit facilities, the company has a $500 million 2022 Repurchase Facility (as defined below). These facilities provide support to meet the company’s short-term liquidity needs and for general corporate purposes, which may include funding of discretionary and non-discretionary contributions to certain benefit plans, severance payments, repayment and refinancing of debt, working capital, capital expenditures, repurchases and redemptions of securities and funding Corteva's costs and expenses.

In November 2018, EID entered into a $3 billion, 5-year revolving credit facility and a $3 billion, 3-year revolving credit facility (the “Revolving Credit Facilities”). The 2018 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 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 September 30, 2022, the company was in compliance with these covenants.

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 September 30, 2022, the company was in compliance with these covenants.

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 September 30, 2022 was approximately $85 million. The company’s long-term Foreign Currency Loans have varying maturities through 2024.

The company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations affecting manufacturing plants, mineral producing properties or research facilities located in the U.S. and the consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations. The outstanding long-term debt also contains customary default provisions.

The company has meaningful seasonal working capital needs based in part on providing financing to its customers. Working capital is funded through multiple methods including cash, commercial paper, a receivable repurchase facility, the Revolving Credit Facilities, the 364-day Revolving Credit Facility, and factoring.

In February 2022, in line with seasonal working capital requirements, the company entered into a committed receivable repurchase facility of up to $500 million (the "2022 Repurchase Facility") which expires in December 2022. Under the 2022 Repurchase Facility, Corteva may sell a portfolio of available and eligible outstanding customer notes receivables to participating institutions and simultaneously agree to repurchase at a future date. See further discussion of this facility in Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the interim Consolidated Financial Statements.

The company has factoring agreements with third-party financial institutions to sell its trade receivables under both recourse and non-recourse agreements in exchange for cash proceeds in an effort to reduce its receivables risk. For arrangements that include an element of recourse, the company provides a guarantee of the trade receivables in the event of customer default. Refer to Note 8 - Accounts and Notes Receivable - Net, to the interim Consolidated Financial Statements, for more information.

The company also organizes agreements with third-party financial institutions who directly provide financing for select customers of the company's seed and crop protection products in each region. Terms of the third-party loans are less than a year and programs are renewed on an annual basis. In some cases, the company guarantees a portion of the extension of such credit to such customers. Refer to Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for more information on the company’s guarantees.

The company's cash, cash equivalents and marketable securities at September 30, 2022, December 31, 2021, and September 30, 2021 are $2.3 billion, $4.5 billion, and $2.9 billion, respectively, of which $2.2 billion, $2.9 billion, and $2.7 billion at September 30, 2022, December 31, 2021, and September 30, 2021, respectively, was held by subsidiaries in foreign countries, including United States territories. Upon actual repatriation, such earnings could be subject to withholding taxes, foreign and/or U.S. state income taxes, and taxes resulting from the impact of foreign currency movements. The cash held by foreign subsidiaries is generally used to finance the subsidiaries' operational activities and future foreign investments. At September 30, 2022, management believed that sufficient liquidity is available in the U.S. with global operating cash flows, borrowing capacity from existing committed credit facilities, and access to capital markets and commercial paper markets.

Summary of Cash Flows

Cash provided by (used for) operating activities was $(2,146) million for the nine months ended September 30, 2022 compared to $(819) million for the nine months ended September 30, 2021. The change in cash used for operating activities was driven by an increase in working capital requirements primarily due to higher receivables from revenue growth, higher inventories for expected demand and changes in deferred revenue due to higher application of customer payments to accounts receivable.

Cash provided by (used for) investing activities was $(439) million for the nine months ended September 30, 2022 compared to $(201) million for the nine months ended September 30, 2021. The change was primarily due to higher purchases of investments, lower proceeds from sales and maturities of investments, and higher capital expenditures.

Cash provided by (used for) financing activities was $663 million for the nine months ended September 30, 2022 compared to $365 million for the nine months ended September 30, 2021. The change was primarily due to higher proceeds from the issuance of long term debt relating to foreign currency loans and higher borrowings, partially offset by higher payments on long-term debt and higher repurchases of common stock.

In January 2022, the company's Board of Directors authorized a common stock dividend of $0.14 per share, payable on March 15, 2022, to the shareholders of record on March 1, 2022. In April 2022, the company's Board of Directors authorized a common stock dividend of $0.14 per share, payable on June 15, 2022, to the shareholders of record on May 13, 2022. In July 2022, the company's Board of Directors approved a 7.1 percent increase in the common stock dividend from $0.14 per share to $0.15 per share. In July 2022, the company's Board of Directors authorized a common stock dividend of $0.15 per share, payable on September 15, 2022, to the shareholders of record on August 12, 2022. In October 2022, the company's Board of Directors authorized a common stock dividend of $0.15 per share, payable on December 15, 2022, to the shareholders of record on November 14, 2022.

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, the company's 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”). The company repurchased approximately $1.1 billion under the 2021 Share Buyback Plan since the inception of the plan. In connection with the 2021 Share Buyback Plan, the company repurchased and retired 3,414,000 shares and 14,284,000 shares during the three and nine months ended September 30, 2022, respectively, in the open market for a total cost of $200 million and $800 million, respectively.

On June 26, 2019, the company's 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. In connection with the 2019 Share Buyback Plan, the company repurchased and retired 3,408,000 shares and 15,378,000 shares during the three and nine months ended September 30, 2021 in the open market for a total cost of $150 million and $700 million, respectively.

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.

For the full year 2022, the company expects repurchases of approximately $1 billion under the 2021 Share Buyback Plan discussed above. The total amount, timing, price and volume of purchases will be based on market conditions, relevant securities laws and other market and company specific factors.

See Note 13 - Stockholders' Equity, to the interim Consolidated Financial Statements, for additional information related to the share buyback plans.

EID Liquidity Discussion

As discussed in Note 1 - Basis of Presentation, to the EID interim Consolidated Financial Statements, EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The below relates to EID only and is presented to provide a Liquidity discussion for the differences between EID and Corteva, Inc.

Cash provided by (used for) operating activities

EID’s cash provided by (used for) operating activities was $(2,152) million and $(838) million for the nine months ended September 30, 2022 and 2021, respectively. The change was primarily driven by lower interest on related party debt and the items noted on page 58, under the header, “Summary of Cash Flows”.

Cash provided by (used for) financing activities

EID’s cash provided by (used for) financing activities was $669 million for the nine months ended September 30, 2022 compared to $384 million for the nine months ended September 30, 2021. The change was primarily due to higher proceeds from the issuance of long-term debt relating to foreign currency loans, partially offset by higher payments on long-term debt and related party debt, and lower borrowings.

See Note 2 - Related Party Transactions, to the EID interim Consolidated Financial Statements, for further information on the related party loan between EID and Corteva, Inc.

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company’s 2021 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements and Note 12 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.

Critical Accounting Estimates

The company's significant accounting policies are more fully described in Note 2 in the company's 2021 Annual Report. Management believes that the application of these policies on a consistent basis enables the company to provide the users of the financial statements with useful and reliable information about the company's operating results and financial condition.

Valuation of Assets and Impairment Considerations

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.

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. Refer to Note 1 - Summary of Significant Accounting Policies, to the interim Consolidated Financial Statements, for further information.

Qualitative impairment assessments were performed for the seed and crop protection reporting units. The qualitative assessment includes an evaluation of relevant factors, including GDP growth rates, long-term commodity prices, equity and credit market activity, discount rates, changes in industry and market structure, competitive environments, cost factors such as raw materials prices, and overall financial performance. Based on the qualitative assessment performed, it was more likely than not that the fair value of each reporting unit exceeded the carrying value and therefore a quantitative test was not performed.

A quantitative impairment assessment was performed for the former digital reporting unit using a combination of the discounted cash flow model (a form of the income approach) and the market approach. Under the income approach, fair value is 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 included future cash flow projections, weighted average cost of capital, the terminal growth rate and the tax rate. The company’s estimate of future cash flows is based on current regulatory and economic climates, recent operating results, and assumed business strategy from a market participant perspective and includes an estimate of a long-term future growth rate based on such strategy. Actual results may differ from those assumed in the company’s forecast. The company derives its discount rate using a capital asset pricing model and analyzes published rates for industries relevant to its reporting unit to estimate the cost of equity financing. The company uses a discount rate that is commensurate with the risks and uncertainty inherent in the reporting unit and in its internally developed forecast. The discount rate used in the company’s valuation was 19.0 percent. Under the market approach, the company uses historically completed transactions for comparable companies.

Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods. The company believes the current assumptions and estimates utilized are both reasonable and appropriate.

Contractual Obligations

Information related to the company's contractual obligations at December 31, 2021 can be found on page 64 of the company's 2021 Annual Report. There have been no material changes to the company’s contractual obligations outside the ordinary course of business from those reported in the company’s 2021 Annual Report.

Previous: Item 1. CONSOLIDATED FINANCIAL STATEMENTS · Next: Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK