Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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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; sustainability 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 sustainability 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"). In October 2024, management of the company amended the Crop Protection Operations Strategy Restructuring Program to include revisions to its previous estimates and decommissioning and demolition costs associated with the ceasing of operations, primarily at the Pittsburg, California site.
The company expects to record aggregate pre-tax restructuring and asset related charges of $650 million to $700 million, comprised of $85 million to $105 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges and $245 million to $255 million of costs related to exiting the company’s production activities and ceasing operations (which includes related contract terminations and decommissioning and demolition costs). Decommissioning and demolition costs will be expensed on an as-incurred basis. Reductions in workforce are subject to local regulatory requirements. Through the third quarter of 2024, the company recorded net pre-tax restructuring and asset related charges of $372 million, comprised of $60 million of severance and related benefit costs, $309 million of asset-related and impairment charges and $3 million of costs related to contract terminations.
Cash payments related to these charges are anticipated to be $330 million to $360 million, which primarily relate to the payment of severance and related benefits, contract terminations and decommissioning and demolition. Through the third quarter of 2024, the company paid $10 million associated with these charges. The restructuring actions associated with these charges are expected to be substantially complete by the end of 2026.
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 $180 million of savings on a run rate basis by 2027. 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”). The company does not anticipate any additional material charges from the 2022 Restructuring Actions as actions associated with this charge are substantially complete.
The remaining cash payments related to these charges is $36 million, and primarily relate to the payment of severance and related benefits and contract terminations.
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 4,722,000 shares and 4,913,000 shares in the open market for a total cost (excluding excise taxes) of $250 million for both the three months ended September 30, 2024 and 2023, respectively, and 13,838,000 shares and 6,330,000 shares in the open market for a total cost (excluding excise taxes) of $750 million and $330 million during the nine months ended September 30, 2024 and 2023, respectively.
Overview
The following is a summary of results from continuing operations for the three months ended September 30, 2024:
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The company reported net sales of $2,326 million, down 10 percent versus the same quarter last year, reflecting an 8 percent decrease in price and a 5 percent decrease in currency, partially offset by a 3 percent increase in volume.
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Cost of goods sold totaled $1,565 million in the third quarter of 2024, down from $1,646 million in the third quarter of 2023, primarily driven by favorable currency effects, ongoing cost and productivity actions and Crop Protection raw material deflation, partially offset by higher Seed commodity and other cost of sales and higher volumes.
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Restructuring and asset related charges - net were $32 million in the third quarter of 2024, an increase from $2 million in the third quarter of 2023. The charges for the three months ended September 30, 2024 primarily relate to severance and asset related charges associated with the Crop Protection Operations Strategy Restructuring Program.
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Income (loss) from continuing operations after income taxes was $(519) million, as compared to $(315) million in the same quarter last year.
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Operating EBITDA was $(100) million for the three months ended September 30, 2024, down from $18 million for the three months ended September 30, 2023, primarily driven by price declines, higher Seed commodity and other cost of sales, and continued investment in Seed research and development, partially offset by Crop Protection raw material deflation along with ongoing cost and productivity actions. Refer to page 51 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, 2024:
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The company reported net sales of $12,930 million, down 4 percent versus the same period last year, reflecting a 2 percent decrease in volume and a 2 percent unfavorable impact from currency.
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Cost of goods sold totaled $7,033 million in the nine months ended September 30, 2024, down from $7,554 million in the nine months ended September 30, 2023, primarily driven by volume declines, reduction of royalty expense and ongoing cost and productivity actions, partially offset by higher Seed commodity costs.
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Restructuring and asset related charges - net were $199 million for the nine months ended September 30, 2024, an increase from $95 million during the nine months ended September 30, 2024. The charges for the nine months ended September 30, 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.
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Income (loss) from continuing operations after income taxes was $913 million, as compared to $1,172 million in the same quarter last year.
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Operating EBITDA was $2,851 million for the nine months ended September 30, 2024, down from $2,995 million for the nine months ended September 30, 2024, primarily driven by lower volumes along with competitive Crop Protection pricing and continued investment in Seed research and development, partially offset by Seed pricing gains, the reduction of royalty expense and ongoing cost and productivity actions. Refer to page 51 for further discussion of the company's Non-GAAP financial measures.
In addition to the financial highlights above, the following events occurred during the nine months ended September 30, 2024:
- The company returned approximately $1.1 billion to shareholders during the nine months ended September 30, 2024 under its previously announced share repurchase programs and through common stock dividends.
Results of Operations
Net Sales
Net sales were $2,326 million and $2,590 million for the three months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by an 8 percent decrease in price and a 5 percent unfavorable currency impact, partially offset by a 3 percent increase in volume. Pricing losses reflect the continued competitive price environment in Crop Protection, particularly in Latin America. Crop Protection volume increased versus the prior year driven primarily by Latin America and North America demand for new products and spinosyns, partially offset by residual destocking and unfavorable weather in EMEA. The Crop Protection volume increase was partially offset by a decline in Seed volumes due to reduced corn planted area in Argentina. Unfavorable currency impacts were driven by the Turkish Lira and the Brazilian Real.
| Three Months Ended September 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Net Sales ($ Millions) | % | Net Sales ($ Millions) | % | |||||||||||
| Worldwide | $ | 2,326 | 100 | % | $ | 2,590 | 100 | % | ||||||
| North America1 | 610 | 26 | % | 572 | 22 | % | ||||||||
| EMEA2 | 415 | 18 | % | 469 | 18 | % | ||||||||
| Latin America | 989 | 43 | % | 1,224 | 47 | % | ||||||||
| Asia Pacific | 312 | 13 | % | 325 | 13 | % |
| Q3 2024 vs. Q3 2023 | Percent Change Due To: | |||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America1 | $ | 38 | 7 | % | (9) | % | 16 | % | — | % | — | % | ||||||||
| EMEA2 | (54) | (12) | % | 2 | % | (11) | % | (3) | % | — | % | |||||||||
| Latin America | (235) | (19) | % | (15) | % | 5 | % | (9) | % | — | % | |||||||||
| Asia Pacific | (13) | (4) | % | 2 | % | (4) | % | (2) | % | — | % | |||||||||
| Total | $ | (264) | (10) | % | (8) | % | 3 | % | (5) | % | — | % |
1.Represents U.S. & Canada.
2.Europe, Middle East and Africa ("EMEA").
Net sales were $12,930 million and $13,519 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by a 2 percent decrease in volume and a 2 percent unfavorable impact from currency. Volume declines were driven by reduced corn planted area in Latin America, unfavorable weather, reduced planted area and destocking impacts in EMEA and just-in-time Crop Protection purchasing behavior in North America, partially offset by growth in Latin America on demand for new products and spinosyns. While Seed pricing increased due to the continued execution on the company's price for value strategy as led by North America, this increase was completely offset by a decline in Crop Protection pricing driven by the competitive environment in Latin America.
| Nine Months Ended September 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Net Sales ($ Millions) | % | Net Sales ($ Millions) | % | |||||||||||
| Worldwide | $ | 12,930 | 100 | % | $ | 13,519 | 100 | % | ||||||
| North America1 | 7,097 | 55 | % | 7,093 | 52 | % | ||||||||
| EMEA2 | 2,676 | 21 | % | 2,996 | 22 | % | ||||||||
| Latin America | 2,154 | 16 | % | 2,384 | 18 | % | ||||||||
| Asia Pacific | 1,003 | 8 | % | 1,046 | 8 | % |
| Nine Months 2024 vs. Nine Months 2023 | Percent Change Due To: | |||||||||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||||||||
| North America1 | $ | 4 | — | % | 1 | % | (1) | % | — | % | — | % | ||||||||||||||
| EMEA2 | (320) | (11) | % | 5 | % | (10) | % | (4) | % | (2) | % | |||||||||||||||
| Latin America | (230) | (10) | % | (10) | % | 3 | % | (4) | % | 1 | % | |||||||||||||||
| Asia Pacific | (43) | (4) | % | 2 | % | (3) | % | (3) | % | — | % | |||||||||||||||
| Total | $ | (589) | (4) | % | — | % | (2) | % | (2) | % | — | % |
Cost of Goods Sold ("COGS")
COGS was $1,565 million (67 percent of net sales) and $1,646 million (64 percent of net sales) for the three months ended September 30, 2024 and 2023, respectively, and $7,033 million (54 percent of net sales) and $7,554 million (56 percent of net
sales) for the nine months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by lower volumes, ongoing cost and productivity actions, reduction of royalty expense and currency, partially offset by higher Seed commodity costs.
Research and Development Expense ("R&D")
R&D expense was $348 million (15 percent of net sales) and $335 million (13 percent of net sales) for the three months ended September 30, 2024 and 2023, respectively, and $1,037 million (8 percent of net sales) and $980 million (7 percent of net sales) for the nine months ended September 30, 2024 and 2023, respectively. The increase in R&D expense is in support of the company’s long-term investment plans and was primarily driven by an increase in salaries due to higher headcount, as well as additional spending on field, lab and facilities, and third-party research costs.
Selling, General and Administrative Expenses
SG&A expenses were $671 million (29 percent of net sales) and $670 million (26 percent of net sales) for the three months ended September 30, 2024 and 2023, respectively. The change was primarily driven by an increase in certain benefits costs, offset by favorable currency impacts.
SG&A expenses were $2,461 million (19 percent of net sales) and $2,441 million (18 percent of net sales) for the nine months ended September 30, 2024 and 2023, respectively. The increase was primarily driven by an increase in commissions, bad debt expense, litigation and the effects of the Stoller and Symborg acquisitions, partially offset by favorable currency impacts.
Amortization of Intangibles
Intangible asset amortization was $170 million and $174 million for the three months ended September 30, 2024 and 2023, respectively. As certain intangible assets became fully amortized since the end of the prior year period, amortization expense decreased in the current year period.
Intangible asset amortization was $521 million and $508 million for the nine months ended September 30, 2024 and 2023, respectively. The increase was primarily driven by the 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 $32 million and $2 million for the three months ended September 30, 2024 and 2023, respectively, and $199 million and $95 million for the nine months ended September 30, 2024 and 2023, respectively. The charges in the third quarter and nine months ended September 30, 2024 were primarily related 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 third quarter and nine months ended September 30, 2023 were primarily related to costs associated with the 2022 Restructuring Actions. The charges in the third quarter ended September 30, 2023 and the nine months ended September 30, 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.
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 $(107) million and $(149) million for the three months ended September 30, 2024 and 2023, respectively. Lower other expense was primarily driven by the absence of charges related to estimated settlement reserves, partially offset by a decrease in both interest income and the gain on sale of businesses and other assets.
Other income (expense) - net was $(319) million and $(354) million for the nine months ended September 30, 2024 and 2023, respectively. Lower other expense was primarily driven by a decrease in charges related to estimated settlement reserves and the receipt of an indemnification payment negotiated with the former Stoller owners, partially offset by a decrease in interest income and higher non-operating pension and other post employment benefit costs.
See Note 6 - Supplementary Information, to the interim Consolidated Financial Statements, for additional information.
Interest Expense
Interest expense was $66 million and $58 million for the three months ended September 30, 2024 and 2023, respectively, and $173 million and $171 million for the nine months ended September 30, 2024 and 2023, respectively. The change was primarily driven by lower short-term borrowings offset by higher interest related to the senior notes issued in 2023 and for foreign currency loans and subsidiary debt effects.
Provision for (Benefit from) Income Taxes on Continuing Operations
The company’s benefit from income taxes on continuing operations was $(114) million for the three months ended September 30, 2024 on pre-tax loss from continuing operations of $(633) million, resulting in an effective tax rate of 18.0 percent. The effective tax rate was unfavorably impacted by 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.
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 provision for income taxes on continuing operations was $274 million for the nine months ended September 30, 2024 on pre-tax income from continuing operations of $1,187 million, resulting in an effective tax rate of 23.1 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 $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.
Income (Loss) from Discontinued Operations After Tax
Income (loss) from discontinued operations after tax was $(2) million and $45 million for the three and nine months ended September 30, 2024, respectively. The result for the three months ended September 30, 2024 was primarily driven by litigation-related activity. The after-tax benefit recognized during the nine months ended September 30, 2024 was driven by charges recognized relating to the MOU with Chemours and DuPont relating to PFAS environmental remediation activities primarily at Chemours' Fayetteville Works facility and litigation-related activity, more than offset by a favorable adjustment of certain prior year tax positions for previously divested businesses and the derecognition of an indemnification liability associated with the Water District Settlement Fund contribution.
Income (loss) from discontinued operations after tax was $(3) million and $(174) million for the three and nine months ended September 30, 2023, 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.
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 $66 million and $60 million for the three months ended September 30, 2024 and 2023, respectively, and $173 million and $193 million for the nine months ended September 30, 2024 and 2023, respectively. The change was primarily driven by the items noted above, under the header "Interest Expense," partially offset by the absence of interest on the related party loan between EIDP and Corteva, Inc. during the nine months ended September 30, 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 benefit from income taxes on continuing operations was $(110) million for the three months ended September 30, 2024 on pre-tax loss from continuing operations of $(615) million, resulting in an effective tax rate of 17.9 percent. 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 percent.
EIDP’s provision for income taxes on continuing operations was $283 million for the nine months ended September 30, 2024 on pre-tax income from continuing operations of $1,225 million, resulting in an effective tax rate of 23.1 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 effective tax rates for the three and nine months ended September 30, 2024 and 2023 were driven by the items noted on page 46, 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
Commodity prices are relatively steady, despite an anticipated record U.S. corn crop, and farmers continue to prioritize top-tier seed technology, while managing tighter margins. Against this backdrop, our Seed business has continued to outperform the market, likely gaining market share while improving operational efficiency. Meanwhile, the Latin America market conditions represent a headwind, including a significant reduction in corn planted area in Argentina.
While the global Crop Protection industry volumes have continued to stabilize, the pricing environment remains competitive. Third quarter gains in Operating EBITDA, including significant benefits from productivity and raw material deflation, reflect the resilience of our Crop Protection business.
As a result, for full-year 2024, the company expects net sales in the range of $17.0 billion to $17.2 billion, a decline of 1 percent at the mid-point. Operating EBITDA is expected to be in the range of $3.35 billion to $3.45 billion, growth of 1 percent at the mid-point. Operating Earnings Per Share is expected to be in the range of $2.50 to $2.60 per share, down 5 percent at the mid-point. Cash provided by operating activities - continuing operations is expected to be in the range of $2.1 billion to $2.6 billion. Free Cash Flow is expected to be in the range of $1.5 billion to $2.0 billion. Refer to further discussion of Non-GAAP metrics on page 51.
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 for 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 52 for significant items recorded in the three and nine months ended September 30, 2024 and 2023). However, during 2023 and 2024, 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 2026. The company expects to record approximately $345 million to $395 million net pre-tax restructuring charges during 2024 and 2025 for these activities. 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 | $ | 2,100 | $ | 2,600 | ||||||||||
| Less: Capital expenditures | (600) | (600) | ||||||||||||
| 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 51.
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, herbicides used to control weeds and enhance food and nutritional characteristics, 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 and nine months ended September 30, 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 and nine months ended September 30, 2024 and 2023 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) | 2024 | 2023 | 2024 | 2023 | ||||||||||
| Net sales | $ | 691 | $ | 878 | $ | 7,773 | $ | 7,837 | ||||||
| Segment operating EBITDA | $ | (320) | $ | (138) | $ | 2,126 | $ | 1,972 |
| Seed | Q3 2024 vs. Q3 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | (3) | (2) | % | (25) | % | 23 | % | — | % | — | % | ||||||||
| EMEA | (2) | (1) | % | 8 | % | (5) | % | (4) | % | — | % | |||||||||
| Latin America | (162) | (43) | % | (7) | % | (29) | % | (7) | % | — | % | |||||||||
| Asia Pacific | (20) | (16) | % | 8 | % | (21) | % | (3) | % | — | % | |||||||||
| Total | $ | (187) | (21) | % | (5) | % | (12) | % | (4) | % | — | % |
| Seed | Q3 2024 vs. Q3 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Corn | $ | (172) | (35) | % | (8) | % | (23) | % | (4) | % | — | % | ||||||||
| Soybeans | (25) | (13) | % | (9) | % | 3 | % | (7) | % | — | % | |||||||||
| Other oilseeds | (7) | (5) | % | 4 | % | (8) | % | (1) | % | — | % | |||||||||
| Other | 17 | 28 | % | 9 | % | 21 | % | (2) | % | — | % | |||||||||
| Total | $ | (187) | (21) | % | (5) | % | (12) | % | (4) | % | — | % |
| Seed | Nine Months 2024 vs. Nine Months 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | 202 | 4 | % | 3 | % | 1 | % | — | % | — | % | ||||||||
| EMEA | (76) | (5) | % | 10 | % | (5) | % | (5) | % | (5) | % | |||||||||
| Latin America | (151) | (18) | % | (2) | % | (15) | % | (1) | % | — | % | |||||||||
| Asia Pacific | (39) | (11) | % | 9 | % | (17) | % | (3) | % | — | % | |||||||||
| Total | $ | (64) | (1) | % | 4 | % | (3) | % | (1) | % | (1) | % |
| Seed | Nine Months 2024 vs. Nine Months 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Corn | $ | (54) | (1) | % | 4 | % | (3) | % | (1) | % | (1) | % | ||||||||
| Soybeans | 60 | 4 | % | 2 | % | 2 | % | — | % | — | % | |||||||||
| Other oilseeds | (71) | (11) | % | 6 | % | (8) | % | (4) | % | (5) | % | |||||||||
| Other | 1 | — | % | 6 | % | (6) | % | — | % | — | % | |||||||||
| Total | $ | (64) | (1) | % | 4 | % | (3) | % | (1) | % | (1) | % |
Seed
Seed net sales were $691 million in the third quarter of 2024, down 21 percent from $878 million in the third quarter of 2023. The sales decrease was driven by a 12 percent decrease in volume, a 5 percent decrease in price and a 4 percent unfavorable impact from currency.
The price decline was primarily related to end of season settlement in North America. Lower volumes were due primarily to reduced corn planted area in Argentina. Unfavorable currency impacts were led by the Brazilian Real.
Segment operating EBITDA was a loss of $320 million in the third quarter of 2024, down 132 percent from a loss of $138 million in the third quarter of 2023. Higher commodity and other cost of sales, lower volumes, price declines, and continued investment in R&D more than offset ongoing cost and productivity actions.
Seed net sales were $7,773 million in the first nine months of 2024, down 1 percent from $7,837 million in the first nine months of 2023. The sales decrease was driven by a 3 percent decline in volume, a 1 percent unfavorable portfolio impact and a 1 percent unfavorable currency impact, partially offset by a 4 percent increase in price.
The increase in price was driven by strong demand for top technology offerings and operational execution globally. Pricing actions more than offset currency impacts in EMEA. The decline in volume was driven primarily by reduced corn planted area in Argentina, as well as unfavorable weather and reduced planted area in EMEA. Unfavorable currency impacts were led by the Turkish Lira and the Brazilian Real.
Segment operating EBITDA was $2,126 million in the first nine months of 2024, up 8 percent from $1,972 million in the first nine months of 2023. Price execution and market share gains in North America, reduction of net royalty expense, and ongoing cost and productivity actions more than offset lower volumes, the unfavorable impact of currency, investment in R&D and higher commodity costs. Segment operating EBITDA margin improved by approximately 220 basis points versus the prior-year period.
| Crop Protection | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
| ($ In millions) | 2024 | 2023 | 2024 | 2023 | ||||||||||
| Net sales | $ | 1,635 | $ | 1,712 | $ | 5,157 | $ | 5,682 | ||||||
| Segment Operating EBITDA | $ | 246 | $ | 184 | $ | 811 | $ | 1,107 |
| Crop Protection | Q3 2024 vs. Q3 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | 41 | 10 | % | (3) | % | 13 | % | — | % | — | % | ||||||||
| EMEA | (52) | (19) | % | (4) | % | (14) | % | (1) | % | — | % | |||||||||
| Latin America | (73) | (9) | % | (18) | % | 20 | % | (11) | % | — | % | |||||||||
| Asia Pacific | 7 | 4 | % | (2) | % | 7 | % | (1) | % | — | % | |||||||||
| Total | $ | (77) | (4) | % | (10) | % | 11 | % | (5) | % | — | % | ||||||||
| Crop Protection | Q3 2024 vs. Q3 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Herbicides | $ | (79) | (10) | % | (9) | % | 3 | % | (4) | % | — | % | ||||||||
| Insecticides | 21 | 5 | % | (12) | % | 23 | % | (6) | % | — | % | |||||||||
| Fungicides | (10) | (4) | % | (19) | % | 23 | % | (8) | % | — | % | |||||||||
| Other | (9) | (4) | % | (3) | % | 6 | % | (7) | % | — | % | |||||||||
| Total | $ | (77) | (4) | % | (10) | % | 11 | % | (5) | % | — | % |
| Crop Protection | Nine Months 2024 vs. Nine Months 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| North America | $ | (198) | (10) | % | (4) | % | (6) | % | — | % | — | % | ||||||||
| EMEA | (244) | (16) | % | 1 | % | (15) | % | (3) | % | 1 | % | |||||||||
| Latin America | (79) | (5) | % | (15) | % | 14 | % | (5) | % | 1 | % | |||||||||
| Asia Pacific | (4) | (1) | % | (2) | % | 4 | % | (3) | % | — | % | |||||||||
| Total | $ | (525) | (9) | % | (5) | % | (2) | % | (3) | % | 1 | % |
| Crop Protection | Nine Months 2024 vs. Nine Months 2023 | Percent Change Due To: | ||||||||||||||||||
| Net Sales Change | Price & | Portfolio / | ||||||||||||||||||
| ($ In millions) | $ | % | Product Mix | Volume | Currency | Other | ||||||||||||||
| Herbicides | $ | (475) | (16) | % | (6) | % | (8) | % | (2) | % | — | % | ||||||||
| Insecticides | 69 | 6 | % | (5) | % | 15 | % | (4) | % | — | % | |||||||||
| Fungicides | (76) | (9) | % | (8) | % | 3 | % | (4) | % | — | % | |||||||||
| Other | (43) | (7) | % | (2) | % | (6) | % | (4) | % | 5 | % | |||||||||
| Total | $ | (525) | (9) | % | (5) | % | (2) | % | (3) | % | 1 | % |
Crop Protection
Crop Protection net sales were $1,635 million in the third quarter of 2024, down 4 percent from $1,712 million in the third quarter of 2023. The sales decline over the prior period was driven by a 10 percent decline in price and a 5 percent unfavorable impact from currency, partially offset by an 11 percent increase in volume.
The increase in volume was driven primarily by Latin America and North America on demand for new products, spinosyns, and biologicals, partially offset by residual destocking in EMEA. The price decline was primarily due to the competitive pricing environment in Latin America. Unfavorable currency impacts were led by the Brazilian Real.
Segment Operating EBITDA was $246 million in the third quarter of 2024, up 34 percent from $184 million in the third quarter of 2023. Raw material deflation, productivity savings and volume growth were partially offset by competitive pricing. Segment operating EBITDA margin improved by 430 basis points versus the prior-year period.
Crop Protection net sales were $5,157 million in the first nine months of 2024, down 9 percent from $5,682 million in the first nine months of 2023. The sales decrease was driven by a 5 percent decline in price, a 3 percent unfavorable impact from currency and a 2 percent decrease in volume. These declines were partially offset by a 1 percent favorable portfolio and other impact.
The decrease in volume was primarily due to residual destocking and unfavorable weather impacts in EMEA, as well as just-in-time purchasing behavior in North America, partially offset by volume growth in Latin America on demand for new products and spinosyns. The price decline was primarily due to market dynamics in Latin America. Unfavorable currency impacts were led by the Brazilian Real and the Turkish Lira. The portfolio impact was driven by the Stoller and Symborg acquisitions.
Segment Operating EBITDA was $811 million in the first nine months of 2024, down 27 percent from $1,107 million in the first nine months of 2023. Pricing pressure, lower volumes, and the unfavorable impact of currency more than offset productivity savings. Segment operating EBITDA margin declined by approximately 375 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 September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2024 | 2023 | 2024 | 2023 | ||||||||||
| Income (loss) from continuing operations after income taxes (GAAP) | $ | (519) | $ | (315) | $ | 913 | $ | 1,172 | ||||||
| Provision for (benefit from) income taxes on continuing operations | (114) | (129) | 274 | 244 | ||||||||||
| Income (loss) from continuing operations before income taxes (GAAP) | $ | (633) | $ | (444) | $ | 1,187 | $ | 1,416 | ||||||
| Depreciation and amortization | 306 | 306 | 925 | 899 | ||||||||||
| Interest income | (33) | (59) | (93) | (153) | ||||||||||
| Interest expense | 66 | 58 | 173 | 171 | ||||||||||
| Exchange (gains) losses | 97 | 102 | 234 | 242 | ||||||||||
| Non-operating (benefits) costs | 50 | 28 | 132 | 115 | ||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | 14 | (44) | (4) | 34 | ||||||||||
| Significant items (benefit) charge | 33 | 71 | 297 | 271 | ||||||||||
| Operating EBITDA (Non-GAAP) | $ | (100) | $ | 18 | $ | 2,851 | $ | 2,995 |
Significant Items
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (In millions) | 2024 | 2023 | 2024 | 2023 | ||||||||||
| Restructuring and asset related charges - net | $ | (32) | $ | (2) | $ | (199) | $ | (95) | ||||||
| Estimated settlement expense1 | — | (66) | (101) | (156) | ||||||||||
| Inventory write-offs2 | — | — | 2 | (7) | ||||||||||
| Gain (loss) on sale of business, assets and equity investments2 | — | 4 | 7 | 7 | ||||||||||
| Seed sale associated with Russia exit2,3 | — | — | — | 18 | ||||||||||
| Acquisition-related costs4 | (1) | (7) | (6) | (41) | ||||||||||
| Employee Retention Credit | — | — | — | 3 | ||||||||||
| Total pre-tax significant items benefit (charge) | $ | (33) | $ | (71) | $ | (297) | $ | (271) | ||||||
| Total tax (provision) benefit impact of significant items5 | 8 | 14 | 74 | 56 | ||||||||||
| Tax only significant item benefit (charge)6 | 4 | — | 4 | 29 | ||||||||||
| Total significant items benefit (charge), after tax | $ | (21) | $ | (57) | $ | (219) | $ | (186) |
1.Consists of estimated Lorsban® related charges.
2.Incremental gains (losses) associated with activities related to the 2022 Restructuring Actions. The nine months ended September 30, 2024 includes a $2 million benefit associated with sales of inventory previously reserved for in association with 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 relating to third-party integration costs associated with the completed acquisitions of Stoller and Symborg. The nine months ended September 30, 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.
6.The tax only significant item benefit for the three and nine months ended September 30, 2024 reflects the impact of intellectual property realignment. 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.
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) | 2024 | 2023 | 2024 | 2023 | ||||||||||
| Income (loss) from continuing operations attributable to Corteva common stockholders (GAAP) | $ | (522) | $ | (318) | $ | 903 | $ | 1,162 | ||||||
| Less: Non-operating benefits (costs), after tax | (37) | (16) | (98) | (84) | ||||||||||
| Less: Amortization of intangibles (existing as of Separation), after tax | (115) | (118) | (350) | (354) | ||||||||||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | (11) | 34 | 3 | (25) | ||||||||||
| Less: Significant items benefit (charge), after tax | (21) | (57) | (219) | (186) | ||||||||||
| Operating Earnings (Loss) (Non-GAAP) | $ | (338) | $ | (161) | $ | 1,567 | $ | 1,811 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| Earnings (loss) per share of common stock from continuing operations attributable to Corteva common stockholders - diluted (GAAP) | $ | (0.76) | $ | (0.45) | $ | 1.29 | $ | 1.63 | ||||||
| Less: Non-operating benefits (costs), after tax | (0.05) | (0.02) | (0.14) | (0.12) | ||||||||||
| Less: Amortization of intangibles (existing as of Separation), after tax | (0.17) | (0.17) | (0.50) | (0.50) | ||||||||||
| Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | (0.02) | 0.05 | — | (0.03) | ||||||||||
| Less: Significant items benefit (charge), after tax | (0.03) | (0.08) | (0.31) | (0.26) | ||||||||||
| Operating Earnings (Loss) Per Share (Non-GAAP) | $ | (0.49) | $ | (0.23) | $ | 2.24 | $ | 2.54 | ||||||
| Diluted Shares Outstanding (In millions) | 691.1 | 708.4 | 698.3 | 713.6 |
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 nine months ended September 30, 2024.
| (In millions) | September 30, 2024 | December 31, 2023 | September 30, 2023 | ||||||||
| Cash, cash equivalents and marketable securities | $ | 2,493 | $ | 2,742 | $ | 2,362 | |||||
| Total debt | $ | 5,716 | $ | 2,489 | $ | 5,899 |
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, pension obligations and litigation costs, net of recoveries. 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 $6.2 billion, $6.0 billion, $6.0 billion at September 30, 2024, December 31, 2023 and September 30, 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, including the settlement of litigation. These facilities are provided to the company by highly rated and well capitalized global financial institutions.
In June 2024, the Revolving Credit Facilities were refinanced for purposes of extending the maturity dates for the five-year and three-year revolving credit facilities to June 2029 and June 2027, respectively, and lowering the facility amount of the five-year revolving credit facility to $2.85 billion and the three-year revolving credit facility to $1.9 billion. Borrowings under the Revolving Credit Facilities will have an interest rate equal to Adjusted Term SOFR, which is Term SOFR plus 0.10 percent, plus the applicable margin. The Revolving Credit Facilities may serve as a substitute to the company's commercial paper program, and can be used, from time to time, for general corporate purposes including, but not limited to, the funding of seasonal working capital needs. The Revolving Credit Facilities contain customary representations and warranties, affirmative and negative covenants and events of default that are typical for companies with similar credit ratings. Additionally, the Revolving Credit Facilities contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for Corteva and its consolidated subsidiaries not exceed 0.60. At September 30, 2024, the company was in compliance with these covenants.
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.
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”).
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, 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 September 30, 2024, December 31, 2023 and September 30, 2023 are $2.5 billion, $2.7 billion and $2.4 billion, respectively, of which $2.1 billion, $2.2 billion and $2.0 billion at September 30, 2024, December 31, 2023 and September 30, 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 September 30, 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 $(1,871) million for the nine months ended September 30, 2024 compared to $(2,574) million for the nine months ended September 30, 2023. The change was primarily driven by favorable changes in working capital. Within accounts payable, lower payments to third-party growers resulted from lower commodity costs and production plans, supplemented by a change in inventory purchasing patterns. The favorable changes in inventories were driven by production reductions to match demand, and favorable changes in other assets and liabilities were primarily due to lower variable compensation payments compared to the prior year and favorable foreign currency derivative contract settlements. These movements were partially offset by unfavorable changes in receivables driven by slower collections, as well as in deferred revenue due to lower prepayments received combined with higher usage of prepayments.
Cash provided by (used for) operating activities - discontinued operations was $(157) million for the nine months ended September 30, 2024 compared to $(30) million for the nine months ended September 30, 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. In addition, the disbursement of the cash held in the Water District Settlement Fund is reflected in the nine months ended September 30, 2024.
Cash provided by (used for) investing activities was $(466) million for the nine months ended September 30, 2024 compared to $(1,773) million for the nine months ended September 30, 2023. The change was primarily due to the acquisitions of Stoller and Symborg in 2023, partially offset by higher proceeds from the net investment hedge settlement in the first quarter of 2023 as compared to the second quarter of 2024, along with higher 2024 activity in investments.
Cash provided by (used for) financing activities was $2,137 million for the nine months ended September 30, 2024 compared to $3,603 million for the nine months ended September 30, 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, as well as higher payments on debt and higher repurchases of common stock in 2024.
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. In July 2024, the company's Board of Directors authorized a common stock dividend of $0.17 per share, which reflects an approved increase of 6.25 percent, payable on September 17, 2024, to the shareholders of record on September 3, 2024. In October 2024, the company's Board of Directors authorized a common stock dividend of $0.17 per share, payable on December 16, 2024, to the shareholders of recorded on December 2, 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 4,722,000 shares and 4,913,000 shares in the open market for a total cost (excluding excise taxes) of $250 million for both the three months ended September 30, 2024 and 2023, respectively, and 13,838,000 shares and 6,330,000 shares in the open market for a cost (excluding excise taxes) of $750 million and $330 million during the nine months ended September 30, 2024 and 2023 respectively. In addition, the company repurchased and retired 4,098,000 shares in the open market for a total cost of $250 million during the nine months ended September 30, 2023 under the $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"), which was authorized by the Corteva, Inc. Board of Directors on August 5, 2021 and completed during the first quarter of 2023.
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, manner, 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 $(2,977) million and $(2,585) million for the nine months ended September 30, 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 55, 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 $(157) million and $(30) million for the nine months ended September 30, 2024 and 2023, respectively. The change was primarily driven by the items noted on page 55, under the header "Summary of Cash Flows."
Cash provided by (used for) investing activities
EIDP’s cash provided by (used for) investing activities was $(466) million and $(1,773) million for the nine months ended September 30, 2024 and 2023. The change was primarily driven by the items noted on page 55, under the header "Summary of Cash Flows."
Cash provided by (used for) financing activities
EIDP’s cash provided by (used for) financing activities was $3,243 million and $3,614 million for the nine months ended September 30, 2024 and 2023. The change was primarily due to higher borrowings in 2023 to fund working capital needs, capital spending, Corteva, Inc. dividend payments and 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.
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