Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
64K 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 obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (ii) failure to successfully develop and commercialize Corteva’s pipeline; (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) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xiv) risks related to Corteva's global operations; (xv) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xvi) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xvii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (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 2023 Annual Report, as modified by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Recent Developments
Crop Protection Operations Strategy Restructuring Program
On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external partners (the "Crop Protection Operations Strategy Restructuring Program"). The plan includes the exit of the company’s production activities at its site in Pittsburg, California, as well as ceasing operations in select manufacturing lines at other locations.
The company expects to record aggregate pre-tax restructuring and asset related charges of $410 million to $460 million, comprised of $70 million to $90 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges and $20 million to $30 million of costs related to contract terminations. Reductions in workforce are subject to local regulatory requirements. Through the first quarter of 2024, the company recorded net pre-tax restructuring and asset related charges of $284 million, comprised of $14 million of severance and related benefit costs, $267 million of asset-related and impairment charges and $3 million of costs related to contract terminations.
Future cash payments related to these charges are anticipated to be $90 million to $120 million, which primarily relate to the payment of severance and related benefits and contract terminations. Through the first quarter of 2024, the company paid $3 million associated with these charges. The restructuring actions associated with these charges are expected to be substantially complete in 2024.
The Crop Protection Operations Strategy Restructuring Program is expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving 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 5 - Restructuring and Asset Related Charges - Net, to the 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”). Through the first quarter of 2024, the company recorded pre-tax restructuring and other charges of $373 million inception-to-date under the 2022 Restructuring Actions, consisting of $131 million of severance and related benefit costs, $116 million of asset related charges, $67 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 as actions associated with this charge are substantially complete.
Cash payments related to these charges are anticipated to be up to $210 million, of which approximately $160 million has been paid through March 31, 2024, and primarily relate to the payment of severance and related benefits, contract terminations and other charges.
The total pre-tax restructuring and other charges recognized through the three months ended March 31, 2024 included $53 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 $30 million of costs related to contract terminations (including early lease terminations). Other pre-tax charges associated with the Russia Exit were recorded to cost of goods sold and other income (expense) – net in the Consolidated Statement of Operations, relating to inventory write-offs of $3 million and settlement costs of $8 million, respectively.
The 2022 Restructuring Actions 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 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 4,630,000 shares in the open market for a cost (excluding excise taxes) of $250 million during the three months ended March 31, 2024.
Overview
The following is a summary of results from continuing operations for the three months ended March 31, 2024:
-
The company reported net sales of $4,492 million, down 8 percent versus the same quarter last year, reflecting a 9 percent decrease in volume and a 2 percent unfavorable impact from currency, partially offset by a 3 percent increase in price.
-
Cost of goods sold ("COGS") totaled $2,550 million in the first quarter of 2024, down from $2,771 million in the first quarter of 2023, primarily driven by lower volumes and ongoing cost and productivity actions, partially offset by higher input costs, which are primarily macro-economic driven and is expected to subside for crop protection in the second half of 2024.
-
Restructuring and asset related charges - net were $75 million in the first quarter of 2024, an increase from $33 million in the first quarter of 2023. The charges for the three months ended March 31, 2024 primarily relate to severance and asset related charges associated with the Crop Protection Operations Strategy Restructuring Program and non-cash 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 $376 million, as compared to $607 million in the same quarter last year.
-
Operating EBITDA was $1,034 million for the three months ended March 31, 2024, down from $1,231 million for the three months ended March 31, 2023, primarily driven by volume declines, unfavorable mix, higher input and production costs and the unfavorable impact of currency, partially offset by seed price execution, the reduction of net royalty expense and ongoing cost and productivity actions. Refer to page 46 for further discussion of the company's Non-GAAP financial measures.
In addition to the financial highlights above, the following events occurred during the three months ended March 31, 2024:
- The company returned approximately $365 million to shareholders during the three months ended March 31, 2024 under its previously announced share repurchase programs and through common stock dividends.
Results of Operations
Net Sales
Net sales were $4,492 million and $4,884 million for the three months ended March 31, 2024 and 2023, respectively. The decrease was primarily driven by a 9 percent decrease in volume and a 2 percent unfavorable impact from currency versus the prior period, partially offset by a 3 percent increase in price. Volume declines were against a strong prior year comparison primarily due to farmer purchases of crop protection products closer to the application window and impacts from the crop protection destocking and unfavorable weather in EMEA, partially offset by growth in North America from higher corn deliveries. Price gains were driven by continued execution on the Company’s price for value strategy, led by seed in EMEA, partially offset by competitive market dynamics in North America and Latin America for crop protection products. The unfavorable impact from currency was led by the Turkish Lira. The portfolio and other impact was driven by the biologicals acquisitions.
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Net Sales ($ Millions) | % | Net Sales ($ Millions) | % | |||||||||||
| Worldwide | $ | 4,492 | 100 | % | $ | 4,884 | 100 | % | ||||||
| North America1 | 2,087 | 47 | % | 2,202 | 45 | % | ||||||||
| EMEA2 | 1,588 | 35 | % | 1,813 | 37 | % | ||||||||
| Latin America | 515 | 11 | % | 552 | 11 | % | ||||||||
| Asia Pacific | 302 | 7 | % | 317 | 7 | % |
| Q1 2024 vs. Q1 2023 | Percent Change Due To: | |||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America1 | $ | (115) | (5) | % | — | % | (5) | % | — | % | — | % | ||||||||
| EMEA2 | (225) | (12) | % | 7 | % | (13) | % | (5) | % | (1) | % | |||||||||
| Latin America | (37) | (7) | % | (4) | % | (11) | % | 4 | % | 4 | % | |||||||||
| Asia Pacific | (15) | (5) | % | 1 | % | (3) | % | (4) | % | 1 | % | |||||||||
| Total | $ | (392) | (8) | % | 3 | % | (9) | % | (2) | % | — | % |
1.Represents U.S. & Canada.
2.Europe, Middle East and Africa ("EMEA").
Cost of Goods Sold
COGS was $2,550 million (57 percent of net sales) and $2,771 million (57 percent of net sales) for the three months ended March 31, 2024 and 2023, respectively. The decrease was primarily driven by lower volumes and ongoing cost and productivity actions, partially offset by higher input costs, which are primarily macro-economic driven and is expected to subside for crop protection in the second half of 2024. The macro-economic driven trends are due to inflationary pressures impacting raw material inputs, freight and logistics.
Research and Development Expense
R&D expense was $332 million (7 percent of net sales) and $316 million (6 percent of net sales) for the three months ended March 31, 2024 and 2023, 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 merit increases and higher headcount and the associated spending on third-party research costs.
Selling, General and Administrative Expenses
SG&A expenses were $736 million (16 percent of net sales) and $726 million (15 percent of net sales) for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily driven by incremental costs from the Stoller and Symborg acquisitions and an increase in commissions and bad debt expense, partially offset by a favorable impact relating to deferred compensation plans due to market impacts and a decrease in variable compensation.
Amortization of Intangibles
Intangible asset amortization was $177 million and $160 million for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily driven by the full quarter impact of amortization relating to the intangible assets recognized in connection with the Stoller and Symborg acquisitions, which were completed on March 1, 2023.
Restructuring and Asset Related Charges - Net
Restructuring and asset related charges - net were $75 million and $33 million for the three months ended March 31, 2024 and 2023, respectively. The charges in the first quarter of 2024 primarily relates to charges associated with the Crop Protection Operations Strategy Restructuring Program consisting of severance and related benefit costs and asset related charges. The charges in the first quarter of 2023 primarily related to costs associated with the 2022 Restructuring Actions. The charges in the first quarter of 2024 and 2023 also include non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits and previous restructuring programs.
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 $(99) million and $(71) million for the three months ended March 31, 2024 and 2023, respectively. Higher other expense was primarily driven by an increase in net exchange losses and tax indemnification adjustments related to changes in indemnification balances as a result of the application of the terms of the Tax Matters Agreement between Corteva and Dow and/or DuPont. The increase in other expense was partially offset by the recognition of an indemnification payment negotiated with prior Stoller owners.
See Note 6 - Supplementary Information, to the interim Consolidated Financial Statements, for additional information.
Interest Expense
Interest expense was $41 million and $31 million for the three months ended March 31, 2024 and 2023, respectively. The change was primarily driven by the interest relating to the Senior Notes issued in May 2023.
Provision for (Benefit from) Income Taxes on Continuing Operations
The company’s provision for income taxes on continuing operations was $106 million for the three months ended March 31, 2024 on pre-tax income from continuing operations of $482 million, resulting in an effective tax rate of 22.0 percent. The effective tax rate was unfavorably impacted by geographic mix of earnings, as well as withholding taxes on repatriation of cash held outside of the U.S. primarily from current year earnings. Those unfavorable impacts were partially offset by net tax benefits associated with changes in accruals for certain prior year tax positions.
The company's provision for income taxes on continuing operations was $169 million for the three months ended March 31, 2023 on pre-tax income from continuing operations of $776 million, resulting in an effective tax rate of 21.8 percent. The effective tax rate was unfavorably impacted by geographic mix of earnings. Those unfavorable impacts were partially offset by net tax benefits associated with changes in accruals for certain prior year tax positions, as well as from stock-based compensation.
Income (Loss) from Discontinued Operations After Tax
Income (loss) from discontinued operations after tax was $47 million and $(8) million for the three months ended March 31, 2024 and 2023, respectively. The after-tax benefits recognized during the three months ended March 31, 2024 primarily relate to a favorable adjustment of certain prior year tax positions for previously divested businesses. The benefits were partially offset by charges recognized related 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 $41 million and $44 million for the three months ended March 31, 2024 and 2023, respectively. The change was primarily driven by the items noted above, under the header "Interest Expense," partially offset by no interest on the related party loan between EIDP and Corteva, Inc. during the first quarter of 2024 as it was fully repaid in the fourth quarter of 2023.
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 provision for income taxes on continuing operations was $108 million for the three months ended March 31, 2024 on pre-tax income from continuing operations of $489 million, resulting in an effective tax rate of 22.1 percent. EIDP’s provision for income taxes on continuing operations was $166 million for the three Months Ended March 31, 2023 on pre-tax income from continuing operations of $763 million, resulting in an effective tax rate of 21.8 percent.
EIDP’s effective tax rates for the three months ended March 31, 2024 and 2023 were driven by the items noted above, 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 is stable with mostly constructive fundamentals in 2024. There was record-setting demand for grain, oilseeds, feed and biofuels in 2023 and we expect that to grow in 2024. On-farm demand for inputs remains healthy and farmers continue to prioritize the need for top-tier technology, despite the normalization of commodity prices. The global Crop Protection market remains imbalanced after the significant destocking in 2023, however we expect to see market growth in the second half of 2024.
The company is reaffirming its previously provided outlook for the full-year 2024 and expects net sales in the range of $17.4 billion and $17.7 billion and Operating EBITDA in the range of $3.5 billion and $3.7 billion. Operating Earnings Per Share is expected to be in the range of $2.70 and $2.90 per share, which reflects higher earnings, partially offset by interest expense and
a higher base tax rate. Cash provided by operating activities - continuing operations is expected to be in the range of $2.1 billion and $2.6 billion. Free cash flow is expected to be in the range of $1.5 billion and $2.0 billion. Refer to further discussion of Non-GAAP metrics on pages 46 - 48.
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 macro-economic driven trends. Corteva is not able to reconcile its forward-looking non-GAAP financial measures, except Free Cash Flow, 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 48 for Significant Items recorded in the three months ended March 31, 2024 and 2023). However, 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 $180 million to $230 million net pre-tax restructuring charges during 2024 for these activities. Additionally, the company expects to record approximately $60 million for non-cash accelerated prepaid royalty amortization expense as restructuring and asset related charges. See Note 5 - Restructuring and Asset Related Charges - Net, to the interim Consolidated Financial Statements, for additional information.
Reconciliation of Forward-Looking Cash Provided by (Used for) Operating Activities – Continuing Operations to Free Cash Flow****1
| Twelve Months Ended December 31, 2024****1 | ||||||||||||||
| (In millions) | Low End | High End | ||||||||||||
| Cash provided by (used for) operating activities - continuing operations | $ | 2,130 | $ | 2,630 | ||||||||||
| Less: Capital expenditures | (630) | (630) | ||||||||||||
| Free Cash Flow (Non-GAAP) | $ | 1,500 | $ | 2,000 |
1.This represents the reconciliation of the company’s range provided for its forward-looking non-GAAP financial measure relating to Free Cash Flow. Refer to further discussion of Non-GAAP metrics on page 46.
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, pasture and range management herbicides and biologicals.
Summarized below are comments on individual segment net sales and segment operating EBITDA for the three months ended March 31, 2024 compared with the same period in 2023. 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 months ended March 31, 2024 and 2023 is included in Note 18 - Segment Information, to the interim Consolidated Financial Statements.
| Seed | Three Months Ended March 31, | |||||||||||||
| In millions | 2024 | 2023 | ||||||||||||
| Net sales | $ | 2,751 | $ | 2,695 | ||||||||||
| Segment operating EBITDA | $ | 748 | $ | 652 |
| Seed | Q1 2024 vs. Q1 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | 148 | 11 | % | 3 | % | 8 | % | — | % | — | % | ||||||||
| EMEA | (94) | (9) | % | 10 | % | (10) | % | (5) | % | (4) | % | |||||||||
| Latin America | 12 | 5 | % | 6 | % | (7) | % | 6 | % | — | % | |||||||||
| Asia Pacific | (10) | (10) | % | 8 | % | (13) | % | (5) | % | — | % | |||||||||
| Total | $ | 56 | 2 | % | 6 | % | (1) | % | (2) | % | (1) | % |
| Seed | Q1 2024 vs. Q1 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Corn | $ | 108 | 5 | % | 7 | % | 1 | % | (2) | % | (1) | % | ||||||||
| Soybeans | 23 | 9 | % | 2 | % | 7 | % | — | % | — | % | |||||||||
| Other oilseeds | (56) | (19) | % | 10 | % | (13) | % | (7) | % | (9) | % | |||||||||
| Other | (19) | (13) | % | (1) | % | (13) | % | 1 | % | — | % | |||||||||
| Total | $ | 56 | 2 | % | 6 | % | (1) | % | (2) | % | (1) | % |
Seed
Seed net sales were $2,751 million in the first quarter of 2024, up 2 percent from $2,695 million in the first quarter of 2023. The sales increase was driven by a 6 percent increase in price, partially offset by a 2 percent unfavorable currency impact and a 1 percent decline in both volume and portfolio and other.
Price gains were driven by strong execution globally, led by EMEA, as farmers prioritize the use of top technology to drive higher yields. Volume gains in North America from higher corn deliveries were offset by volume declines in EMEA due to delayed demand from unfavorable weather. Unfavorable currency impacts were led by the Turkish lira.
Segment operating EBITDA was $748 million in the first quarter of 2024, an improvement of $96 million from $652 million in the first quarter of 2023. Price execution, improvement in net royalty expense and ongoing cost and productivity actions more than offset higher commodity and production costs and the unfavorable impact of currency. Segment operating EBITDA margin improved by approximately 300 basis points versus the prior-year period.
| Crop Protection | Three Months Ended March 31, | |||||||||||||
| In millions | 2024 | 2023 | ||||||||||||
| Net sales | $ | 1,741 | $ | 2,189 | ||||||||||
| Segment Operating EBITDA | $ | 310 | $ | 603 |
| Crop Protection | Q1 2024 vs. Q1 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | (263) | (30) | % | (5) | % | (25) | % | — | % | — | % | ||||||||
| EMEA | (131) | (16) | % | 4 | % | (17) | % | (4) | % | 1 | % | |||||||||
| Latin America | (49) | (17) | % | (13) | % | (14) | % | 3 | % | 7 | % | |||||||||
| Asia Pacific | (5) | (2) | % | (2) | % | 2 | % | (3) | % | 1 | % | |||||||||
| Total | $ | (448) | (20) | % | (3) | % | (18) | % | (1) | % | 2 | % | ||||||||
| Crop Protection | Q1 2024 vs. Q1 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| $ In millions | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Herbicides | $ | (356) | (29) | % | (4) | % | (25) | % | — | % | — | % | ||||||||
| Insecticides | (36) | (9) | % | 1 | % | (5) | % | (5) | % | — | % | |||||||||
| Fungicides | (64) | (18) | % | (1) | % | (15) | % | (2) | % | — | % | |||||||||
| Other | 8 | 4 | % | (4) | % | (8) | % | (2) | % | 18 | % | |||||||||
| Total | $ | (448) | (20) | % | (3) | % | (18) | % | (1) | % | 2 | % |
Crop Protection
Crop protection net sales were $1,741 million in the first quarter of 2024, down 20 percent from $2,189 million in the first quarter of 2023. The sales decrease was driven by an 18 percent decrease in volume, a 3 percent decrease in price and a 1 percent unfavorable currency impact, partially offset by a 2 percent favorable impact from portfolio and other.
The decrease in volume against a strong prior year comparison was primarily due to farmer purchases closer to the application window, as well as weather and destocking impacts in EMEA. Price declines in North America and Latin America due to competitive market dynamics were partially offset by pricing gains in EMEA to largely offset currency. Unfavorable currency impacts were primarily related to the Turkish Lira.
Segment Operating EBITDA was $310 million in the first quarter of 2024, down $293 million from $603 million in the first quarter of 2023. Volume declines and unfavorable mix, pricing pressure, the unfavorable impact of currency, and raw material cost inflation, more than offset productivity actions. Segment operating EBITDA margin contracted by more than 970 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.
The company also uses Free Cash Flow as a non-GAAP measure to evaluate and discuss its liquidity position and ability to generate cash. Free Cash Flow is defined as cash provided by (used for) operating activities – continuing operations, less capital expenditures. Management believes that Free Cash Flow provides investors with meaningful information regarding the company’s ongoing ability to generate cash through core operations, and the company’s ability to service its indebtedness, pay dividends (when declared), make share repurchases, and meet its ongoing cash needs for its operations. During the fourth quarter of 2023, the company made the decision, which was retrospectively applied, to adjust the presentation of the Consolidated Statement of Cash Flows to separately show the cash provided by (used for) operating activities – discontinued operations, which was previously presented within cash provided by (used for) operating activities. See Note 1 – Background and Basis of Presentation, to the interim Consolidated Financial Statements, for additional information. As a result, the definition for Free Cash Flow was revised to utilize cash provided by (used for) operating activities – continuing operations. The change in definition did not have a material impact to prior years’ Free Cash Flow. Management made this decision to better present the liquidity generated from the company’s ongoing business operations.
Reconciliation of Income (Loss) from Continuing Operations after Income Taxes to Operating EBITDA
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2024 | 2023 | ||||||||||||
| Income (loss) from continuing operations after income taxes (GAAP) | $ | 376 | $ | 607 | ||||||||||
| Provision for (benefit from) income taxes on continuing operations | 106 | 169 | ||||||||||||
| Income (loss) from continuing operations before income taxes (GAAP) | 482 | 776 | ||||||||||||
| Depreciation and amortization | 307 | 287 | ||||||||||||
| Interest income | (35) | (40) | ||||||||||||
| Interest expense | 41 | 31 | ||||||||||||
| Exchange (gains) losses | 59 | 36 | ||||||||||||
| Non-operating (benefits) costs | 52 | 43 | ||||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | 1 | 15 | ||||||||||||
| Significant items (benefit) charge | 127 | 83 | ||||||||||||
| Operating EBITDA (Non-GAAP) | $ | 1,034 | $ | 1,231 |
Significant Items
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2024 | 2023 | ||||||||||||
| Restructuring and asset related charges - net | $ | (75) | $ | (33) | ||||||||||
| Estimated settlement expense1 | (54) | (49) | ||||||||||||
| Inventory write-offs2 | — | (4) | ||||||||||||
| Gain (loss) on sale of assets and equity investments2 | 4 | 3 | ||||||||||||
| Seed sale associated with Russia exit2,3 | — | 19 | ||||||||||||
| Acquisition-related costs4 | (2) | (19) | ||||||||||||
| Total pretax significant items benefit (charge) | (127) | (83) | ||||||||||||
| Total tax (provision) benefit impact of significant items5 | 32 | 15 | ||||||||||||
| Total significant items benefit (charge), after tax | $ | (95) | $ | (68) |
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 $19 million for the three months ended March 31, 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 $41 million of net sales and $22 million of cost of goods sold.
4.Relates to acquisition-related costs relating to third-party integration costs associated with the completed acquisitions of Stoller and Symborg. The first quarter 2023 also includes transaction costs and 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.
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 March 31, | ||||||||||||||
| (In millions) | 2024 | 2023 | ||||||||||||
| Income (loss) from continuing operations attributable to Corteva common stockholders (GAAP) | $ | 372 | $ | 603 | ||||||||||
| Less: Non-operating benefits (costs), after tax | (40) | (33) | ||||||||||||
| Less: Amortization of intangibles (existing as of Separation), after tax | (117) | (118) | ||||||||||||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | (1) | (11) | ||||||||||||
| Less: Significant items benefit (charge), after tax | (95) | (68) | ||||||||||||
| Operating Earnings (Loss) (Non-GAAP) | $ | 625 | $ | 833 |
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Earnings (loss) per share of common stock from continuing operations attributable to Corteva common stockholders - diluted (GAAP) | $ | 0.53 | $ | 0.84 | ||||||||||
| Less: Non-operating benefits (costs), after tax | (0.06) | (0.05) | ||||||||||||
| Less: Amortization of intangibles (existing as of Separation), after tax | (0.17) | (0.16) | ||||||||||||
| Less: Mark-to-market gains on certain foreign currency contracts not designated as hedges, after tax | — | (0.02) | ||||||||||||
| Less: Significant items benefit (charge), after tax | (0.13) | (0.09) | ||||||||||||
| Operating Earnings (Loss) Per Share (Non-GAAP) | $ | 0.89 | $ | 1.16 | ||||||||||
| Diluted Shares Outstanding (in millions) | 702.8 | 716.2 |
Liquidity and Capital Resources
Information related to the company's liquidity and capital resources can be found in the company’s 2023 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 three months ended March 31, 2024.
| (In millions) | March 31, 2024 | December 31, 2023 | March 31, 2023 | ||||||||
| Cash, cash equivalents and marketable securities | $ | 1,658 | $ | 2,742 | $ | 1,731 | |||||
| Total debt | $ | 4,640 | $ | 2,489 | $ | 5,028 |
The increase in debt balances from December 31, 2023 was primarily due to higher short-term debt, which was used to fund the company's working capital needs, capital spending, dividend payments and share repurchases. 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 $6.5 billion, $6.0 billion, $5.5 billion at March 31, 2024, December 31, 2023 and March 31, 2023, in committed and uncommitted unused credit lines, which includes the uncommitted revolving credit lines relating to the Foreign Currency Loans. 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 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 2024, the company amended and restated its July 2023 (as amended in July 2023 and January 2024) 364-day revolving credit agreement (the “364-Day Revolving Credit Facility”) increasing the facility amount to $1 billion and extending the expiration date to February 2025. 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. See Note 3 - Business Combinations, to the interim Consolidated Financial Statements, for additional information on the Stoller and Symborg acquisitions. In May 2023, the company repaid the $1 billion loan using the proceeds from the May 2023 Debt Offering.
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.
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.
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, the Revolving Credit Facilities, the 364-Day Revolving Credit Facility, and factoring.
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 March 31, 2024, December 31, 2023 and March 31, 2023 are $1.7 billion, $2.7 billion and $1.7 billion, respectively, of which $1.3 billion, $2.2 billion and $1.5 billion at March 31, 2024, December 31, 2023 and March 31, 2023, 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 March 31, 2024, 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 - continuing operations was $(2,606) million for the three months ended March 31, 2024 compared to $(3,302) million for the three months ended March 31, 2023. The change was primarily driven by favorable changes in receivables due to lower crop protection sales and inventories due to lower purchases. The change was also driven by favorable changes in accounts payable due to lower payments to third-party growers resulting from lower commodity costs and current liabilities due to lower variable compensation payments compared to the prior year.
Cash provided by (used for) operating activities - discontinued operations was $(3) million for the three months ended March 31, 2024 compared to $(9) million for the three months ended March 31, 2023. The cash outflows were primarily related to PFAS activities that are subject to the MOU with Chemours and DuPont associated with environmental remediation activities primarily at Chemours’ Fayetteville Works facility.
Cash provided by (used for) investing activities was $(270) million for the three months ended March 31, 2024 compared to $(1,511) million for the three months ended March 31, 2023. The change was primarily due to the acquisitions of Stoller and Symborg in 2023, partially offset by higher purchases of investments in 2024 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 $1,766 million for the three months ended March 31, 2024 compared to $3,274 million for the three months ended March 31, 2023. The change was primarily due to higher borrowings in 2023 to fund working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions, partially offset by higher payments on debt.
In January 2024, the company's Board of Directors authorized a common stock dividend of $0.16 per share, payable on March 15, 2024, to the shareholders of record on March 1, 2024. In April 2024, the company's Board of Directors authorized a common stock dividend of $0.16 per share, payable on June 18, 2024, to the shareholders of record on June 4, 2024.
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 4,630,000 shares in the open market for a cost (excluding excise taxes) of $250 million during the three months ended March 31, 2024.
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"). The company completed the 2021 Share Buyback Plan during the first quarter of 2023 and repurchased and retired 4,098,000, 17,425,000 and 5,572,000 shares in the open market for a total cost of $250 million, $1 billion and $250 million during the years ended December 31, 2023, 2022 and 2021, respectively.
For the full year 2024, the company expects repurchases of approximately $1 billion under the 2022 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 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. 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.
Cash provided by (used for) operating activities - continuing operations
EIDP’s cash provided by (used for) operating activities - continuing operations was $(2,972) million and $(3,297) million for the three months ended March 31, 2024 and 2023, respectively. The change was primarily driven by higher receivables from Corteva in connection with the Master In-House Banking Agreement and the items noted on page 50, under the header "Summary of Cash Flows."
Cash provided by (used for) operating activities - discontinued operations
EIDP’s cash provided by (used for) operating activities - discontinued operations was $(3) million and $(9) million for the three months ended March 31, 2024 and 2023, respectively. The change was primarily driven by the items noted on page 50, under the header "Summary of Cash Flows."
Cash provided by (used for) investing activities
EIDP’s cash provided by (used for) investing activities was $(270) million and $(1,511) million for the three months ended March 31, 2024 and 2023. The change was primarily driven by the items noted on page 50, under the header "Summary of Cash Flows."
Cash provided by (used for) financing activities
EIDP’s cash provided by (used for) financing activities was $2,132 million and $3,269 million for the three months ended March 31, 2024 and 2023. The change was primarily due to higher borrowings in 2023 to fund working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions, partially offset by higher payments on debt, including the payments on the related party loan between EIDP and Corteva, Inc. in the first quarter of 2023.
Guarantees and Off-Balance Sheet Arrangements
For detailed information related to Guarantees, Indemnifications, and Obligations for Equity Affiliates and Others, see the company’s 2023 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, 2023 can be found on page 56 of the company's 2023 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 2023 Annual Report.
Previous: Item 1. CONSOLIDATED FINANCIAL STATEMENTS · Next: Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK