Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
78K 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) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of competition in Corteva's industry; (ix) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (x) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xi) effect of volatility in Corteva's input costs; (xii) risk related to geopolitical and military conflict; (xiii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xv) risks related to Corteva's global operations; (xvi) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xvii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xviii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to pandemics or epidemics; (xxii) Corteva’s intellectual property rights or defense against intellectual property claims asserted by others; (xxiii) effect of counterfeit products; (xxiv) Corteva’s dependence on intellectual property cross-license agreements; and (xxv) other risks related to the Separation from DowDuPont.
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 2022 Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Recent Developments
Acquisitions
On March 1, 2023, Corteva completed its previously announced acquisition of all the outstanding equity interests in Stoller Group Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies. The purchase price for Stoller and Symborg was $1,220 million, inclusive of a working capital adjustment, and $370 million, respectively. These acquisitions supplement the crop protection business with additional biological tools that complement evolving farming practices. See Note 3 - Business Combinations, to the interim Consolidated Financial Statements, for additional information.
2022 Restructuring Actions
In connection with the company’s shift to a global business unit model during 2022, 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 committed to restructuring actions during the second quarter of 2022, which included the company’s Russia Exit (collectively the “2022 Restructuring Actions”). The company recorded pre-tax restructuring and other charges of $350 million inception-to-date under the 2022 Restructuring Actions, which is comprised of $115 million of severance and related benefit costs, $115 million of asset related charges, $61 million of costs related to contract terminations (including early lease terminations) and $59 million of other charges. The company does not anticipate any additional material charges from the 2022 Restructuring Actions.
Cash payments related to these charges are anticipated to be $180 million to $210 million, of which approximately $140 million has been paid through September 30, 2023, and primarily relates to the payment of severance and related benefits, contract terminations and other charges.
The total pre-tax restructuring and other charges recognized through the third quarter of 2023 included $50 million associated with the Russia Exit. The Russia Exit pre-tax restructuring charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges, and $27 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 interim Consolidated Statement of Operations, relating to inventory write-offs of $3 million and settlement costs of $8 million, respectively.
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 5 - 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"). The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. In connection with the 2022 Share Buyback Plan, the company repurchased and retired 4,913,000 and 6,330,000 shares in the open market for a cost (excluding excise taxes) of $250 million and $330 million during the three and nine months ended September 30, 2023, respectively.
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 repurchased and retired 4,098,000 shares in the open market for a cost (excluding excise taxes) of $250 million during the nine months ended September 30, 2023 and 3,414,000 shares and 14,284,000 shares in the open market for a total cost of $200 million and $800 million during the three and nine months ended September 30, 2022, respectively. Repurchases under the 2021 Share Buyback Plan were completed during the first quarter of 2023.
Overview
The following is a summary of results from continuing operations for the three months ended September 30, 2023:
-
The company reported net sales of $2,590 million, down 7 percent versus the same quarter last year, reflecting a 15 percent decrease in volume, partially offset by a 5 percent favorable portfolio and other impact, 2 percent increase in price and a 1 percent favorable impact from currency.
-
Cost of goods sold ("COGS") totaled $1,646 million in the third quarter of 2023, down from $1,879 million in the third quarter of 2022, primarily driven by lower volumes, ongoing cost and productivity actions and a decrease in royalty expense, partially offset by higher input costs, which are primarily macro-economic driven.
-
Restructuring and asset related charges - net were $2 million in the third quarter of 2023, a decrease from $152 million in the third quarter of 2022.
-
Income (loss) from continuing operations after income taxes was $(315) million, as compared to $(322) million in the same quarter last year.
-
Operating EBITDA was $18 million for the three months ended September 30, 2023, down from $96 million for the three months ended September 30, 2022, primarily driven by lower volumes and higher input costs, partially offset by the reduction of net royalty expense and ongoing cost and productivity actions. Refer to page 53 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, 2023:
-
The company reported net sales of $13,519 million, down 1 percent versus the same period last year, reflecting a 10 percent decrease in volume and a 2 percent unfavorable impact from currency, partially offset by a 9 percent increase in price and a 2 percent favorable portfolio and other impact.
-
Cost of goods sold ("COGS") totaled $7,554 million in the nine months ended 2023, down from $7,926 million in the nine months ended 2022, primarily driven by lower volumes, ongoing cost and productivity actions and a decrease in royalty expense, partially offset by higher input costs, which are primarily macro-economic driven.
-
Restructuring and asset related charges - net were $95 million during the nine months ended 2023, a decrease from $300 million during the nine months ended 2022. The charges for the nine months ended September 30, 2023 primarily relate to non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits and charges associated with the 2022 Restructuring Actions.
-
Income (loss) from continuing operations after income taxes was $1,172 million, as compared to $1,257 million in the same period last year.
-
Operating EBITDA was $2,995 million, improved from $2,854 million for the nine months ended September 30, 2022, primarily driven by price execution, reduction of net royalty expense and ongoing cost and productivity actions, partially offset by lower volumes, and cost and currency headwinds. Refer to page 53 for further discussion of the company's Non-GAAP financial measures.
In addition to the financial highlights above, the following events occurred during or subsequent to the nine months ended September 30, 2023:
-
The company returned approximately $910 million to shareholders during the nine months ended September 30, 2023 under its previously announced share repurchase programs and through common stock dividends.
-
On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external manufacturing. As a result, the company expects to record aggregate pre-tax restructuring and asset related charges of $410 million to $460 million, which includes asset impairment charges of $165 million to $175 million. Future cash payments related to these charges are anticipated to be $90 million to $120 million. The restructuring actions associated with these charges are expected to be substantially complete in 2024 and the company expects to achieve an estimated $100 million of savings on a run rate basis by 2025. Future actions by the company or changes in circumstances from current assumptions, including any site disposition gains or losses, may cause actual results and future cash payments to differ. See Note 19 – Subsequent Events, to the interim Consolidated Financial Statements, for additional information.
Results of Operations
Net Sales
Net sales were $2,590 million and $2,777 million for the three months ended September 30, 2023 and 2022, respectively. The decrease was primarily driven by a 15 percent decrease in volume versus the prior period, partially offset by a 2 percent increase in price, a 1 percent favorable impact from currency and a 5 percent favorable portfolio and other impact. Volume declines were driven by strategic product exits, crop protection inventory destocking trends, timing of seasonal demand, delayed farmer purchases, expected lower planted area in Brazil and an earlier operational finish to the season in North America versus prior year. Price gains were driven by continued execution on the company’s price for value strategy, while managing increased competitive pressure. The favorable impact from currency were led by the Brazilian Real and the Euro. The portfolio and other impact was driven by the biologicals acquisitions.
| Three Months Ended September 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Net Sales ($ Millions) | % | Net Sales ($ Millions) | % | |||||||||||
| Worldwide | $ | 2,590 | 100 | % | $ | 2,777 | 100 | % | ||||||
| North America1 | 572 | 22 | % | 739 | 27 | % | ||||||||
| EMEA2 | 469 | 18 | % | 454 | 16 | % | ||||||||
| Latin America | 1,224 | 47 | % | 1,281 | 46 | % | ||||||||
| Asia Pacific | 325 | 13 | % | 303 | 11 | % |
| Q3 2023 vs. Q3 2022 | Percent Change Due To: | |||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America1 | $ | (167) | (23) | % | (1) | % | (22) | % | — | % | — | % | ||||||||
| EMEA2 | 15 | 3 | % | 12 | % | (13) | % | 1 | % | 3 | % | |||||||||
| Latin America | (57) | (4) | % | (2) | % | (16) | % | 4 | % | 10 | % | |||||||||
| Asia Pacific | 22 | 7 | % | 6 | % | 4 | % | (4) | % | 1 | % | |||||||||
| Total | $ | (187) | (7) | % | 2 | % | (15) | % | 1 | % | 5 | % |
1.Represents U.S. & Canada.
2.Europe, Middle East, and Africa ("EMEA").
Net sales were $13,519 million and $13,630 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease was primarily driven by a 10 percent decrease in volume versus the prior period and a 2 percent unfavorable impact from currency, partially offset by a 9 percent increase in price and a 2 percent favorable portfolio and other impact. Volume declines were driven by lower crop planted area in EMEA, lower volume in Latin America, strategic product exits, crop protection inventory destocking trends, delayed farmer purchases, and the Russia Exit, partially offset by increased corn acres in North America. The unfavorable currency impacts were led by the Turkish Lira, Canadian Dollar and Chinese Renminbi. Price gains were driven by continued execution on the company’s price for value strategy and recovery of higher input costs. The portfolio and other impact was driven by the biologicals acquisitions and the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase.
| Nine Months Ended September 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Net Sales ($ Millions) | % | Net Sales ($ Millions) | % | |||||||||||
| Worldwide | $ | 13,519 | 100 | % | $ | 13,630 | 100 | % | ||||||
| North America1 | 7,093 | 52 | % | 6,822 | 50 | % | ||||||||
| EMEA2 | 2,996 | 22 | % | 2,894 | 21 | % | ||||||||
| Latin America | 2,384 | 18 | % | 2,764 | 20 | % | ||||||||
| Asia Pacific | 1,046 | 8 | % | 1,150 | 9 | % |
| Nine Months 2023 vs. Nine Months 2022 | Percent Change Due To: | |||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America1 | $ | 271 | 4 | % | 7 | % | (3) | % | — | % | — | % | ||||||||
| EMEA2 | 102 | 4 | % | 20 | % | (11) | % | (8) | % | 3 | % | |||||||||
| Latin America | (380) | (14) | % | 2 | % | (26) | % | 2 | % | 8 | % | |||||||||
| Asia Pacific | (104) | (9) | % | 7 | % | (10) | % | (6) | % | — | % | |||||||||
| Total | $ | (111) | (1) | % | 9 | % | (10) | % | (2) | % | 2 | % |
1.Represents U.S. & Canada.
2.Europe, Middle East, and Africa ("EMEA").
Cost of Goods Sold
COGS was $1,646 million (64 percent of net sales) and $1,879 million (68 percent of net sales) for the three months ended September 30, 2023 and 2022, respectively, and $7,554 million (56 percent of net sales) and $7,926 million (58 percent of net sales) for the nine months ended September 30, 2023 and 2022, respectively. The decrease was primarily driven by lower volumes, ongoing cost and productivity actions and a decrease in royalty expense, partially offset by higher input costs, which are primarily market driven. The macro-economic driven trends are due to inflationary pressures impacting raw material inputs, freight and logistics, which continue to improve during 2023 when compared to 2022.
Research and Development Expense
R&D expense was $335 million (13 percent of net sales) and $312 million (11 percent of net sales) for the three months ended September 30, 2023 and 2022, respectively, and $980 million (7 percent of net sales) and $876 million (6 percent of net sales) for the nine months ended September 30, 2023 and 2022, respectively. The increase in R&D expense is in support of the company’s long-term growth plans and was primarily driven by an increase in salaries due to higher headcount and the associated spending on field, lab and facilities, and third-party research costs. The increase was partially offset by a decrease in variable compensation.
Selling, General and Administrative Expenses
SG&A expenses were $670 million (26 percent of net sales) and $657 million (24 percent of net sales) for the three months ended September 30, 2023 and 2022, respectively. The increase was primarily driven by incremental costs from the Stoller and Symborg acquisitions and an increase in bad debt expense, partially offset by a decrease in variable compensation, selling expense, and commissions.
SG&A expenses were $2,441 million (18 percent of net sales) and $2,409 million (18 percent of net sales) for the nine months ended September 30, 2023 and 2022, respectively. The increase was primarily driven by incremental costs from the Stoller and Symborg acquisitions and an unfavorable impact from the company's deferred compensation plans due to market impacts. The increases were partially offset by a decrease in variable compensation, selling expense, functional spend and a favorable impact from currency.
Amortization of Intangibles
Intangible asset amortization was $174 million and $178 million for the three months ended September 30, 2023 and 2022, respectively, and $508 million and $536 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease was primarily driven by the expiration of the favorable supply contracts in the fourth quarter of 2022, at which point the contracts became fully amortized, partially offset by amortization relating to the intangible assets recognized in connection with the Stoller and Symborg acquisitions. See Note 11 - Goodwill and 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 $2 million and $152 million for the three months ended September 30, 2023 and 2022, respectively, and $95 million and $300 million for the nine months ended September 30, 2023 and 2022, respectively. The charges in the third quarter of 2023 primarily relates to charges associated with the 2022 Restructuring Actions and previous restructuring programs. The charges in the third quarter of 2022 and the nine months ended 2023 and 2022 primarily relates to non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits and costs associated with the 2022 Restructuring Actions. The charges associated with the 2022 Restructuring Actions during the third quarter of 2022 and the nine months ended 2023 and 2022 primarily related to severance and related benefit costs, asset related charges, and contract termination charges. See Note 5 - Restructuring and Asset Related Charges, Net, to the interim Consolidated Financial Statements, for additional information.
Other Income (Expense) - Net
Other income (expense) - net was $(149) million and $23 million for the three months ended September 30, 2023 and 2022, respectively. Higher other expense was primarily driven by non-operating pension and other post employment benefit costs in the current period versus a benefit in the prior period and an increase in estimated settlement reserves and net exchange losses. Higher other expense was partially offset by an increase in interest income.
Other income (expense) - net was $(354) million and $89 million for the nine months ended September 30, 2023 and 2022, respectively. Higher other expense was primarily driven by non-operating pension and other post employment benefit costs in the current period versus a benefit in the prior period and an increase in estimated settlement reserves and net exchange losses. Higher other expense was partially offset by an increase in interest income and losses associated with a previously held equity investment in the prior period.
See Note 6 - Supplementary Information, to the interim Consolidated Financial Statements, for additional information.
Interest Expense
Interest expense was $58 million and $18 million for the three months ended September 30, 2023 and 2022, respectively, and $171 million and $43 million for the nine months ended September 30, 2023 and 2022, respectively. The change was primarily driven by higher interest rates, the issuance of the May 2023 Senior Notes, and an increase in short term borrowings.
Provision for (Benefit from) Income Taxes on Continuing Operations
The company’s benefit from income taxes on continuing operations was $(129) million for the three months ended September 30, 2023 on pre-tax loss from continuing operations of $(444) million, resulting in an effective tax rate of 29.1 percent. The effective tax rate was favorably impacted by $11 million of net tax benefits associated with changes in deferred taxes, accruals for certain prior year tax positions in various jurisdictions, as well as favorable geographic mix of earnings.
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 provision for income taxes on continuing operations was $244 million for the nine months ended September 30, 2023 on pre-tax income from continuing operations of $1,416 million, resulting in an effective tax rate of 17.2 percent. The effective tax rate was favorably impacted by $79 million of net tax benefits associated with changes in deferred taxes, accruals for certain prior year tax positions in various jurisdictions, stock-based compensation, as well as the impact of changes to deferred taxes associated with a tax currency change for a legal entity. Those favorable impacts were partially offset by the unfavorable tax impacts 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, as well as the tax impact of repatriation.
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.
Income (Loss) from Discontinued Operations After Tax
Income (loss) from discontinued operations after tax was $(3) million and $(174) million for the three and nine months ended September 30, 2023, respectively, and $(6) million and $(46) million for the three and nine months ended September 30, 2022, respectively. The nine months ended September 30, 2023 primarily includes charges associated with the settlement of certain legal matters relating to PFAS that are subject to the MOU, including the Nationwide Water District Settlement. The three and nine months ended September 30, 2022 primarily reflects charges pursuant to the MOU with Chemours and DuPont, relating to PFAS environmental remediation activities at Chemours' Fayetteville Works Facility. Refer to Note 13 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.
EIDP Analysis of Operations
As discussed in Note 1 - Basis of Presentation, to the EIDP interim Consolidated Financial Statements, EIDP 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 EIDP only and is presented to provide an Analysis of Operations, only for the differences between EIDP and Corteva, Inc.
Interest Expense
EIDP’s interest expense was $60 million and $32 million for the three months ended September 30, 2023 and 2022, respectively, and $193 million and $76 million for the nine months ended September 30, 2023 and 2022, respectively. The change was primarily driven by the items noted above, under the header "Interest Expense," partially offset by lower average borrowings on the related party loan between EIDP and Corteva, Inc. See Note 2 - Related Party Transactions, to the EIDP interim Consolidated Financial Statements, for further information.
Provision for (Benefit from) Income Taxes on Continuing Operations
EIDP’s benefit from income taxes on continuing operations was $(129) million for the three months ended September 30, 2023 on pre-tax loss from continuing operations of $(446) million, resulting in an effective tax rate of 28.9%. EIDP’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.
EIDP’s provision for income taxes on continuing operations was $239 million for the nine months ended September 30, 2023 on pre-tax income from continuing operations of $1,394 million, resulting in an effective tax rate of 17.1 percent. EIDP’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.
EIDP’s effective tax rates for the three and nine months ended September 30, 2023 and 2022 were driven by a tax benefit related to the interest expense incurred on the related party loan between EIDP and Corteva, Inc. and the items noted on page 48, under the header “Provision for (Benefit from) Income Taxes on Continuing Operations.” See Note 2 - Related Party Transactions, to the EIDP Consolidated Financial Statements for further information.
Corporate Outlook
The global outlook for agriculture remains positive overall in 2023, with high demand for grain and oilseeds. Commodity prices are above historical averages, and farm balance sheets and income levels remain generally healthy, encouraging growers to prioritize technology to maximize return. The company affirmed its full-year 2023 net sales and earnings expectations, which includes the impact of the developments in its operations in Brazil that have been influenced by lower-than-expected corn planted area, ongoing headwinds in crop chemicals, delayed farmer purchases on both plantings and crop protection applications, as well as elevated levels of generic products.
The company expects net sales in the range of $17.0 billion and $17.3 billion and Operating EBITDA in the range of $3.25 billion and $3.45 billion. Operating Earnings Per Share is expected to be in the range of $2.50 and $2.70 per share.
The above outlook does not contemplate any extreme weather events, operational disruptions, significant changes in customers' demand or ability to pay, or further acceleration of currency and inflation impacts resulting from global economic conditions. 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 54 for Significant Items recorded in the three and nine months ended September 30, 2023 and 2022). During 2023, the company committed to restructuring activities to optimize the Crop Protection network of manufacturing and external partners, which are expected to be substantially complete in 2024. The company expects to record approximately $265 million to $285 million net pre-tax restructuring charges during 2023 for these activities. See Note 19 - Subsequent Events, to the interim Consolidated Financial Statements, for additional information. The company also expects non-operating charges associated with pension and OPEB costs to increase in 2023 when compared to 2022, which is mainly due to an increase in discount rates and a decrease in asset returns due to lower pension plan assets. See Note 6 – Supplemental Information, to the interim Consolidated Financial Statements, for additional information.
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, 2023 compared with the same period in 2022. 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 credits (costs), tax indemnification adjustments and environmental remediation and legal costs associated with legacy EIDP 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 18 - 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, 2023 and 2022 is included in Note 18 - Segment Information, to the interim Consolidated Financial Statements.
| Seed | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | ||||||||||
| Net sales | $ | 878 | $ | 862 | $ | 7,837 | $ | 7,333 | ||||||
| Segment operating EBITDA | $ | (138) | $ | (224) | $ | 1,972 | $ | 1,585 |
| Seed | Q3 2023 vs. Q3 2022 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | (45) | (21) | % | 9 | % | (29) | % | (1) | % | — | % | ||||||||
| EMEA | 41 | 26 | % | 29 | % | 3 | % | (6) | % | — | % | |||||||||
| Latin America | (3) | (1) | % | 12 | % | (17) | % | 4 | % | — | % | |||||||||
| Asia Pacific | 23 | 22 | % | 10 | % | 18 | % | (6) | % | — | % | |||||||||
| Total | $ | 16 | 2 | % | 14 | % | (12) | % | — | % | — | % |
| Seed | Q3 2023 vs. Q3 2022 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Corn | $ | 18 | 4 | % | 16 | % | (11) | % | (1) | % | — | % | ||||||||
| Soybeans | (16) | (8) | % | 9 | % | (21) | % | 4 | % | — | % | |||||||||
| Other oilseeds | 18 | 15 | % | 22 | % | (7) | % | — | % | — | % | |||||||||
| Other | (4) | (6) | % | 4 | % | (9) | % | (1) | % | — | % | |||||||||
| Total | $ | 16 | 2 | % | 14 | % | (12) | % | — | % | — | % |
| Seed | Nine Months 2023 vs. Nine Months 2022 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | 555 | 12 | % | 10 | % | 3 | % | (1) | % | — | % | ||||||||
| EMEA | (1) | — | % | 27 | % | (21) | % | (11) | % | 5 | % | |||||||||
| Latin America | (65) | (7) | % | 14 | % | (25) | % | 4 | % | — | % | |||||||||
| Asia Pacific | 15 | 4 | % | 12 | % | 1 | % | (9) | % | — | % | |||||||||
| Total | $ | 504 | 7 | % | 14 | % | (5) | % | (3) | % | 1 | % |
| Seed | Nine Months 2023 vs. Nine Months 2022 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Corn | $ | 518 | 11 | % | 15 | % | (2) | % | (3) | % | 1 | % | ||||||||
| Soybeans | 28 | 2 | % | 8 | % | (6) | % | — | % | — | % | |||||||||
| Other oilseeds | (10) | (2) | % | 23 | % | (22) | % | (8) | % | 5 | % | |||||||||
| Other | (32) | (8) | % | 9 | % | (16) | % | (1) | % | — | % | |||||||||
| Total | $ | 504 | 7 | % | 14 | % | (5) | % | (3) | % | 1 | % |
Seed
Seed net sales were $878 million in the third quarter of 2023, up 2 percent from $862 million in the third quarter of 2022. The sales increase was driven by a 14 percent increase in price, partially offset by a 12 percent decline in volume.
The increase in price was broad-based, driven by strong demand for top technology products, and strong operational execution across the portfolio. Lower volumes were driven by expected lower planted area and delayed farmer purchases in Brazil, and an earlier operational finish to the season in North America versus prior year.
Segment operating EBITDA was $(138) million in the third quarter of 2023, an improvement of 38 percent from $(224) million in the third quarter of 2022. Price execution, reduction of net royalty expense, and ongoing cost and productivity actions more than offset higher input and freight costs, lower volumes, and the unfavorable impact of currency.
Seed net sales were $7,837 million in the first nine months of 2023, up 7 percent from $7,333 million in the first nine months of 2022. The sales increase was driven by a 14 percent increase in price and 1 percent favorable portfolio and other impact, partially offset by a 5 percent decline in volume and a 3 percent unfavorable impact from currency.
The increase in price was driven by strong demand for top technology and operational execution globally, with global corn and soybean prices up 15% and 8%, respectively. Pricing actions more than offset currency impacts in EMEA. The decline in volume was driven by the 2022 decision to exit Russia, lower corn planted area in EMEA, and lower-than-expected corn planted area projected in Brazil, partially offset by increased corn acres in North America. Unfavorable currency impacts were led by the Turkish Lira and the Canadian Dollar.
Segment operating EBITDA was $1,972 million in the first nine months of 2023, up 24 percent from $1,585 million for the first nine months of 2022. Price execution, reduction of net royalty expense, and ongoing cost and productivity actions more than offset higher input and freight costs, lower volumes, and the unfavorable impact of currency. Segment operating EBITDA margin improved by more than 350 basis points versus the prior-year period.
| Crop Protection | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | ||||||||||
| Net sales | $ | 1,712 | $ | 1,915 | $ | 5,682 | $ | 6,297 | ||||||
| Segment Operating EBITDA | $ | 184 | $ | 352 | $ | 1,107 | $ | 1,352 |
| Crop Protection | Q3 2023 vs. Q3 2022 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | (122) | (23) | % | (6) | % | (19) | % | — | % | 2 | % | ||||||||
| EMEA | (26) | (9) | % | 4 | % | (22) | % | 4 | % | 5 | % | |||||||||
| Latin America | (54) | (6) | % | (7) | % | (16) | % | 4 | % | 13 | % | |||||||||
| Asia Pacific | (1) | (1) | % | 3 | % | (2) | % | (4) | % | 2 | % | |||||||||
| Total | $ | (203) | (11) | % | (4) | % | (16) | % | 2 | % | 7 | % | ||||||||
| Crop Protection | Q3 2023 vs. Q3 2022 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Herbicides | $ | (228) | (22) | % | (5) | % | (19) | % | 2 | % | — | % | ||||||||
| Insecticides | 53 | 15 | % | (1) | % | 14 | % | 2 | % | — | % | |||||||||
| Fungicides | (195) | (46) | % | (5) | % | (43) | % | 2 | % | — | % | |||||||||
| Other | 167 | 190 | % | 2 | % | 17 | % | 5 | % | 166 | % | |||||||||
| Total | $ | (203) | (11) | % | (4) | % | (16) | % | 2 | % | 7 | % |
| Crop Protection | Nine Months 2023 vs. Nine Months 2022 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | (284) | (13) | % | 3 | % | (16) | % | (1) | % | 1 | % | ||||||||
| EMEA | 103 | 7 | % | 14 | % | (3) | % | (5) | % | 1 | % | |||||||||
| Latin America | (315) | (17) | % | (4) | % | (27) | % | 2 | % | 12 | % | |||||||||
| Asia Pacific | (119) | (15) | % | 5 | % | (15) | % | (5) | % | — | % | |||||||||
| Total | $ | (615) | (10) | % | 4 | % | (16) | % | (2) | % | 4 | % | ||||||||
| Crop Protection | Nine Months 2023 vs. Nine Months 2022 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Herbicides | $ | (429) | (12) | % | 3 | % | (14) | % | (1) | % | — | % | ||||||||
| Insecticides | (119) | (9) | % | 5 | % | (11) | % | (2) | % | (1) | % | |||||||||
| Fungicides | (336) | (29) | % | 4 | % | (31) | % | (2) | % | — | % | |||||||||
| Other | 269 | 71 | % | 4 | % | (8) | % | 1 | % | 74 | % | |||||||||
| Total | $ | (615) | (10) | % | 4 | % | (16) | % | (2) | % | 4 | % |
Crop Protection
Crop protection net sales were $1,712 million in the third quarter of 2023, down 11 percent from $1,915 million in the third quarter of 2022. The sales decrease was driven by a 16 percent decrease in volume and a 4 percent decrease in price, partially offset by a 7 percent favorable portfolio and other impact and a 2 percent favorable impact from currency.
The decrease in volume was driven by strategic product exits, inventory destocking trends, timing of seasonal demand and delayed farmer purchases, impacting volumes across all regions. Pricing gains in EMEA and Asia Pacific were offset by price declines in North America and Latin America, driven by elevated competitive pressure. Favorable currency impacts were led by the Brazilian Real and the Euro. The portfolio impact was driven by the Biologicals acquisitions, which added approximately $145 million of net sales.
Segment Operating EBITDA was $184 million in the third quarter of 2023, down 48 percent from $352 million in the third quarter of 2022. Volume and pricing declines and higher input costs more than offset productivity actions. Segment operating EBITDA margin declined by approximately 760 basis points versus the prior-year period.
Crop protection net sales were $5,682 million in the first nine months of 2023, down 10 percent from $6,297 million for the first nine months of 2022. The sales decrease was driven by a 16 percent decrease in volume and a 2 percent unfavorable impact from currency, partially offset by a 4 percent increase in price and a 4 percent favorable portfolio and other impact.
The decrease in volume was driven by strategic product exits, inventory destocking trends and delayed farmer purchases. The increase in price was broad-based, with gains in most regions led by EMEA and North America, and mostly reflected pricing for the value of our differentiated technology, including new products, and currency in EMEA. Unfavorable currency impacts were led by the Turkish Lira and Chinese Renminbi. The portfolio impact was driven by the Biologicals acquisitions, which added approximately $280 million of net sales.
Segment Operating EBITDA was $1,107 million in the first nine months of 2023, down 18 percent from $1,352 million for the first nine months of 2022. Pricing execution and productivity actions were more than offset by lower volumes, higher input costs, and the unfavorable impact of currency. Segment operating EBITDA margin decreased approximately 200 basis points versus the prior-year period.
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 credits (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) | 2023 | 2022 | 2023 | 2022 | ||||||||||
| Income (loss) from continuing operations after income taxes (GAAP) | $ | (315) | $ | (322) | $ | 1,172 | $ | 1,257 | ||||||
| Provision for (benefit from) income taxes on continuing operations | (129) | (74) | 244 | 372 | ||||||||||
| Income (loss) from continuing operations before income taxes (GAAP) | (444) | (396) | 1,416 | 1,629 | ||||||||||
| Depreciation and amortization | 306 | 310 | 899 | 919 | ||||||||||
| Interest income | (59) | (36) | (153) | (75) | ||||||||||
| Interest expense | 58 | 18 | 171 | 43 | ||||||||||
| Exchange (gains) losses | 102 | 13 | 242 | 96 | ||||||||||
| Non-operating (benefits) costs | 28 | (9) | 115 | (134) | ||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (44) | (6) | 34 | (3) | ||||||||||
| Significant items (benefit) charge | 71 | 202 | 271 | 379 | ||||||||||
| Operating EBITDA (Non-GAAP) | $ | 18 | $ | 96 | $ | 2,995 | $ | 2,854 |
Significant Items
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | ||||||||||
| Restructuring and asset related charges - net | $ | (2) | $ | (152) | $ | (95) | $ | (300) | ||||||
| Estimated settlement expense1 | (66) | (40) | (156) | (57) | ||||||||||
| Inventory write-offs2 | — | (32) | (7) | (33) | ||||||||||
| Gain (loss) on sale of business, assets and equity investments2 | 4 | 15 | 7 | 10 | ||||||||||
| Settlement costs associated with the Russia Exit2 | — | (2) | — | (8) | ||||||||||
| Seed sale associated with Russia exit2,3 | — | — | 18 | — | ||||||||||
| Acquisition-related costs4 | (7) | — | (41) | — | ||||||||||
| Employee Retention Credit | — | 9 | 3 | 9 | ||||||||||
| Total pretax significant items benefit (charge) | (71) | (202) | (271) | (379) | ||||||||||
| Total tax (provision) benefit impact of significant items5 | 14 | 37 | 56 | 71 | ||||||||||
| Tax only significant item benefit (charge)6 | — | 55 | 29 | 55 | ||||||||||
| Total significant items benefit (charge), after tax | $ | (57) | $ | (110) | $ | (186) | $ | (253) |
1.Consists of estimated Lorsban® related charges.
2.Incremental gains (losses) associated with activities related to the 2022 Restructuring Actions.
3.Includes a benefit (charge) of $18 million for the nine months ended September 30, 2023, 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 $71 million of net sales and $53 million of cost of goods sold for the nine months ended September 30, 2023.
4.Relates to acquisition-related costs, including transaction and third-party integration costs associated with the completed acquisitions of Stoller and Symborg as well as the recognition of the inventory fair value step-up. See Note 3 - Business Combinations, to the interim Consolidated Financials Statements, for additional information.
5.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.
6.The tax only significant item benefit for the nine months ended September 30, 2023 reflects the impact of changes to deferred taxes associated with a tax currency change for a legal entity and an adjustment due to a change in estimate related to a worthless stock deduction in the U.S. 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) | 2023 | 2022 | 2023 | 2022 | ||||||||||
| Income (loss) from continuing operations attributable to Corteva (GAAP) | $ | (318) | $ | (325) | $ | 1,162 | $ | 1,248 | ||||||
| Less: Non-operating benefits (costs), after tax | (16) | 4 | (84) | 96 | ||||||||||
| Less: Amortization of intangibles (existing as of Separation), after tax | (118) | (137) | (354) | (414) | ||||||||||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | 34 | 4 | (25) | 2 | ||||||||||
| Less: Significant items benefit (charge), after tax | (57) | (110) | (186) | (253) | ||||||||||
| Operating Earnings (Loss) (Non-GAAP) | $ | (161) | $ | (86) | $ | 1,811 | $ | 1,817 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||
| Earnings (loss) per share of common stock from continuing operations - diluted (GAAP) | $ | (0.45) | $ | (0.45) | $ | 1.63 | $ | 1.72 | ||||||
| Less: Non-operating benefits (costs), after tax | (0.02) | — | (0.12) | 0.13 | ||||||||||
| Less: Amortization of intangibles (existing as of Separation), after tax | (0.17) | (0.19) | (0.50) | (0.57) | ||||||||||
| Less: Mark-to-market gains on certain foreign currency contracts not designated as hedges, after tax | 0.05 | 0.01 | (0.03) | 0.01 | ||||||||||
| Less: Significant items benefit (charge), after tax | (0.08) | (0.15) | (0.26) | (0.35) | ||||||||||
| Operating Earnings (Loss) Per Share (Non-GAAP) | (0.23) | $ | (0.12) | $ | 2.54 | $ | 2.50 | |||||||
| Diluted Shares Outstanding (in millions) | 708.4 | 718.7 | 713.6 | 726.4 |
Liquidity and Capital Resources
Information related to the company's liquidity and capital resources can be found in the company’s 2022 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, 2023.
| (In millions) | September 30, 2023 | December 31, 2022 | September 30, 2022 | ||||||||
| Cash, cash equivalents and marketable securities | $ | 2,362 | $ | 3,315 | $ | 2,318 | |||||
| Total debt | $ | 5,899 | $ | 1,307 | $ | 2,853 |
The increase in debt balances from December 31, 2022 was primarily due to higher short-term debt and the May 2023 debt offering, which have been used to fund the company's working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions. See further information in Note 12 - 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, 2023, December 31, 2022, and September 30, 2022, 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 2023 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, acquisitions and Corteva's costs and expenses. These facilities are provided to the company by highly rated and well capitalized global financial institutions.
In September 2023 and in accordance with the Nationwide Water District Settlement, the settling companies established a settlement fund (the “Water District Settlement Fund”) and contributed $1.185 billion, with Chemours contributing 50 percent, and DuPont and Corteva collectively contributing the remaining 50 percent pursuant to the terms of the Letter Agreement. The settling companies utilized the balance in the MOU Escrow Account, along with amounts previously expected to be contributed to the MOU Escrow Account in 2023, among other sources, to make their respective contributions to the Water District Settlement Fund. Refer to Note 13 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information.
In May 2023, the company issued $600 million of 4.50 percent Senior Notes due in 2026 and $600 million of 4.80 percent Senior Notes due in 2033 (the “May 2023 Debt Offering”).
In February 2023, the company drew down $1 billion under the 364-Day Revolving Credit Facility, which was used for general corporate purposes, including funding seasonal working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions. In May 2023, the company repaid the $1 billion loan using the proceeds from the May 2023 Debt Offering and subsequently, in July 2023, reduced the available credit from $1 billion to $500 million.
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 May 2023, in line with seasonal working capital requirements, the company entered into a committed receivable repurchase facility of up to $500 million (the "2023 Repurchase Facility"), which expires in December 2023. Under the 2023 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 12 - Short-Term Borrowing, 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 9 - 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 13 - 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, 2023, December 31, 2022, and September 30, 2022 are $2.4 billion, $3.3 billion, and $2.3 billion, respectively, of which $2.0 billion, $2.0 billion, and $2.2 billion at September 30, 2023, December 31, 2022, and September 30, 2022, respectively, was held by subsidiaries in foreign countries, including United States territories. Cash, cash equivalents and marketable securities are concentrated subject to local restrictions with highly rated and well capitalized global financial institutions. The underlying credit worthiness and exposures to these counterparties are monitored on a regular basis in line with the company’s overall risk management procedures. 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, 2023, 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 $(2,604) million for the nine months ended September 30, 2023 compared to $(2,146) million for the nine months ended September 30, 2022. The change in cash used for operating activities was driven by changes in working capital. Lower accounts payable was driven by higher payments to third-party growers and higher seed production costs and the timing of payments to lenders for providing financing to select customers. Higher usage of deferred revenue was due to higher prepayments from customers as of the end of 2022 being applied against year-to-date 2023 sales. Partially offsetting these uses of cash were favorable changes in receivables due to lower crop protection sales and higher collections as well as favorable changes in inventories due to higher seed sales and lower crop protection purchases.
Cash provided by (used for) investing activities was $(1,773) million for the nine months ended September 30, 2023 compared to $(439) million for the nine months ended September 30, 2022. The change was primarily due to the acquisitions of Stoller and Symborg and lower proceeds from sales and maturities of investments, partially offset by lower purchases of investments, lower capital expenditures and the proceeds from the settlement of the net investment hedge in the first quarter of 2023.
Cash provided by (used for) financing activities was $3,603 million for the nine months ended September 30, 2023 compared to $663 million for the nine months ended September 30, 2022. The change was primarily due to higher short-term borrowings to fund working capital needs, capital spending, dividend payments, share repurchases, and to partially fund the Stoller and Symborg acquisitions and the May 2023 Debt Offering. The change was also driven by lower share repurchases.
In January 2023, the company's Board of Directors authorized a common stock dividend of $0.15 per share, payable on March 15, 2023, to the shareholders of record on March 1, 2023. In April 2023, the company's Board of Directors authorized a common stock dividend of $0.15 per share, payable on June 15, 2023, to the shareholders of record on June 1, 2023. In July 2023, the company's Board of Directors authorized a common stock dividend of $0.16 per share, which reflects an approved increase of 6.7 percent, payable on September 15, 2023, to the shareholders of record on September 1, 2023. In November 2023, the company's Board of Directors authorized a common stock dividend of $0.16 per share, payable on December 15, 2023, to shareholders of record on December 1, 2023.
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"). The timing, price and volume of purchases in connection with the 2022 Share Buyback Plan will be based on market conditions, relevant securities laws and other factors. In connection with the 2022 Share Buyback Plan, the company repurchased and retired 4,913,000 and 6,330,000 shares in the open market for a cost (excluding excise taxes) of $250 million and $330 million during the three and nine months ended September 30, 2023, respectively.
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 repurchased and retired 4,098,000 shares in the open market for a cost (excluding excise taxes) of $250 million during the nine months ended September 30, 2023 and 3,414,000 shares and 14,284,000 shares in the open market for a total cost of $200 million and $800 million during the three and nine months ended September 30, 2022, respectively. Repurchases under the 2021 Share Buyback Plan were completed during the first quarter of 2023.
See Note 14 - Stockholders' Equity, to the interim Consolidated Financial Statements, for additional information related to the share buyback plans.
EIDP Liquidity Discussion
As discussed in Note 1 - Basis of Presentation, to the EIDP interim Consolidated Financial Statements, EIDP 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 EIDP only and is presented to provide a Liquidity discussion for the differences between EIDP and Corteva, Inc.
Cash provided by (used for) operating activities
EIDP’s cash provided by (used for) operating activities was $(2,615) million and $(2,152) million for the nine months ended September 30, 2023 and 2022, respectively. The change was primarily driven by higher interest on related party debt and the items noted on page 57, under the header, “Summary of Cash Flows.”
Cash provided by (used for) financing activities
EIDP’s cash provided by (used for) financing activities was $3,614 million for the nine months ended September 30, 2023 compared to $669 million for the nine months ended September 30, 2022. The change was primarily driven by by higher borrowings partially offset by higher payments on debt.
See Note 2 - Related Party Transactions, to the EIDP interim Consolidated Financial Statements, for further information on the related party loan between EIDP 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 2022 Annual Report, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Off-Balance Sheet Arrangements and Note 13 - Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements.
Contractual Obligations
Information related to the company's contractual obligations at December 31, 2022 can be found on page 57 of the company's 2022 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 2022 Annual Report, except for the $600 million of 4.50 percent Senior Notes due in 2026 and $600 million of 4.80 percent Senior Notes due in 2033 (the “May 2023 Debt Offering”) issued in the second quarter of 2023. See Note 12 – Short-Term Borrowings, Long-Term Debt and Available Credit Facilities, to the interim Consolidated Financial Statements, for further discussion of the company’s debt offering.
Previous: Item 1. CONSOLIDATED FINANCIAL STATEMENTS · Next: Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK