ctva-20221103false000175567200017556722022-11-032022-11-030001755672dei:OtherAddressMember2022-11-032022-11-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 3, 2022
Corteva, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | | 001-38710 | | 82-4979096 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of Incorporation) | | File Number) | | Identification No.) |
9330 Zionsville Road,
Indianapolis, Indiana 46268
974 Centre Road Road,
Wilmington, Delaware 19805
(Address of principal executive offices)(Zip Code)
(833) 267-8382
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | CTVA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition
On November 3, 2022, Corteva, Inc. (the "Company") announced its consolidated financial results for the quarter ended September 30, 2022. A copy of the Company’s press release and financial statement schedules are furnished herewith on Form 8-K as Exhibits 99.1 and 99.2, respectively. The information contained in this report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. In addition, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | |
| Press Release dated November 3, 2022 |
| Financial Statement Schedules dated November 3, 2022 |
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104 | The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| CORTEVA, INC. |
| (Registrant) |
| |
| /s/ Brian Titus |
| |
| Brian Titus |
| Vice President and Controller |
November 3, 2022
draft_3qx2022xearningsxn
1 Corteva Reports Third Quarter and Year-to-Date 2022 Results • Strong Double-Digit Sales Growth Year-to-Date • Raises Mid-Point of Full-Year Operating EBITDA1 Guidance • Company Signs Agreement to Acquire Biological Leader Symborg INDIANAPOLIS, IN, November 3, 2022 – Corteva, Inc. (NYSE: CTVA) (“Corteva” or the “Company”) today reported financial results for the third quarter and nine months ended September 30, 2022. 3Q 2022 Results Overview Net Sales Loss from Cont. Ops (After Tax) EPS GAAP $2.78B $(322)M $(0.45) vs. 3Q 2021 +17% n/m n/m Organic1 Sales Operating EBITDA1 Operating EPS1 NON-GAAP $2.88B $96M $(0.12) vs. 3Q 2021 +22% +288% 14% 2022 YTD Results Overview Net Sales Income from Cont. Ops (After Tax) EPS GAAP $13.63B $1.26B $1.72 vs. 2021 YTD +12% (25)% (23)% Organic1 Sales Operating EBITDA1 Operating EPS1 NON-GAAP $14.07B $2.85B $2.50 vs. 2021 YTD +16% +23% +21% 2022 YTD Highlights • 2022 YTD net sales rose 12% versus prior year with gains in both segments. Organic1 sales increased 16% in the same period with double-digit gains in all regions. • Seed net sales grew 5% and organic1 sales increased 8% year over year, with notable gains in EMEA2 as well as North America2 soybeans, partially offset by the reduction of corn acres and canola volumes in North America2. Price was up 7% globally, led by continued execution on the Company’s price for value strategy and recovery of higher input costs. • Crop Protection net sales grew 22% and organic1 sales increased 26%, with broad-based gains across all regions. Volume gains were driven by continued penetration of new products, including EnlistTM and ArylexTM herbicides and OnmiraTM fungicide. Price gains reflected strong execution across all regions in response to cost inflation. • GAAP income and earnings per share (EPS) from continuing operations were $1.26 billion and $1.72 per share for the period, respectively. Operating EBITDA1 was $2.85 billion, a 23% improvement over prior year on strong price execution and volume gains in all regions and productivity actions, partially offset by inflation and currency headwinds. Operating EPS1 was $2.50 per share, up 21% compared to prior year. • The Company affirmed full year 2022 net sales guidance3 of $17.2 billion to $17.5 billion. The Company increased the mid-point of its Operating EBITDA1 guidance, and now expects it to be in the range of $3.0 billion to $3.1 billion. Operating EPS1 is expected to be in the range of $2.45 to $2.60 per share. 1. Organic Sales, Operating EPS and Operating EBITDA are non-GAAP measures. See page A-5 for further discussion. 2. North America is defined as U.S. and Canada. EMEA is defined as Europe, Middle East and Africa. 3. The Company does not provide the most comparable GAAP measure on a forward-looking basis. See page 7 for further discussion. 4. Enlist E3™ soybeans are jointly developed by Corteva Agriscience LLC and MS Technologies™. News Release 3Q 2022
News Release 3Q 2022 2 _ Company Updates Company Signs Agreement to Acquire Biological Leader Symborg • During the quarter, the Company announced it had signed a definitive agreement to acquire Symborg, a leader in microbiological technologies based in Murcia, Spain. • The Company first collaborated with Symborg to scale up and bring farmers Utrisha™ N and BlueN™ nutrient efficiency optimizer as part of a distribution agreement between the two companies. • This transaction continues the Company’s commitment to build a more differentiated and sustainably advantaged portfolio that provides cost-effective solutions for farmers. Company Initiates First Significant Steps Towards Portfolio Simplification • During the quarter, the Company made a business decision to exit commodity glyphosate products, reflecting our commitment to disciplined and strategic portfolio management – prioritizing core markets and crops to optimize resource allocation and drive long-term value creation. • This decision allows the Company to simplify operations and focus investments on delivering greater value to growers through more differentiated and sustainably advantaged solutions. • As a result of this decision, the Company expects an approximate $300 million headwind to net sales related to commodity glyphosate products in 2023. EnlistTM System Crosses $1B in Net Sales • The Company delivered approximately $1.1 billion in sales for the EnlistTM system during the nine months ended September 30, 2022, an increase of nearly 80% versus the same period last year. • The Company expects 2023 Enlist E3TM4 U.S. market penetration in the mid 50% range, representing approximately 70% of Corteva’s lineup – a notable accomplishment considering this technology has only been in the market for 3 seasons. The percentage of EnlistTM with proprietary Corteva germplasm is expected to reach approximately 65%. “Corteva delivered another solid quarter of sales and Operating EBITDA growth, reflecting focused global execution and strong customer demand. We continue to make progress on portfolio actions, including our agreement to acquire Symborg, a leading biologicals business, and our decision to exit commodity glyphosate products. These actions demonstrate our commitment to deliver increased value to farmers through differentiated technologies and contribute to a more sustainable global food system. Looking ahead to 2023, we expect the near-term operating environment to remain dynamic. While the outlook for ag fundamentals is strong, macroeconomic pressures are expected to continue, including currency and inflation headwinds. In this environment, we remain focused on executing our strategic plan and serving customers. We believe farmers will continue to prioritize top-tier technologies to increase productivity on the farm. We are in a unique position to provide industry-leading innovative solutions that will accelerate our performance and growth.” Chuck Magro Chief Executive Officer
News Release 3Q 2022 3 Summary of Third Quarter 2022 For the third quarter ended September 30, 2022, net sales increased 17% versus the same period last year. Organic1 sales rose 22%, with double-digit increases in all regions. Volume grew 9% versus the prior-year period. Demand for new Crop Protection products drove double-digit net sales growth for the segment, with an organic1 sales increase of 22%. Higher seed volumes were driven by higher other oilseed sales in India, as well as a later start to the planting season in North America, which shifted some corn and soybean sales into the third quarter. Price increased 13% versus prior year, reflecting continued execution on the Company’s price for value strategy and recovery of higher input costs. GAAP loss from continuing operations after income taxes was $(322) million in third quarter 2022. Operating EBITDA1 for the third quarter was $96 million, up from a loss of $51 million in the year-ago period. 3Q 3Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change Net Sales $2,777 $2,371 17% 22% North America $739 $590 25% 27% EMEA $454 $390 16% 33% Latin America $1,281 $1,097 17% 18% Asia Pacific $303 $294 3% 10% 2022 2021 % % ($ in millions, except where noted) YTD YTD Change Organic1 Change Net Sales $13,630 $12,176 12% 16% North America $6,822 $6,175 10% 11% EMEA $2,894 $2,702 7% 21% Latin America $2,764 $2,203 25% 24% Asia Pacific $1,150 $1,096 5% 12%
News Release 3Q 2022 4 Seed Summary Seed net sales were $862 million in the third quarter of 2022, up from $738 million in the third quarter of 2021. The sales increase was driven by an 11% increase in volumes and a 10% increase in price, partially offset by a 4% unfavorable currency impact. Higher volumes were driven by higher other oilseed sales in India, as well as a later start to the planting season in North America, which shifted some corn and soybean sales into the third quarter. Price gains were driven by strong execution globally, as farmers prioritize yield to help offset inflation. Unfavorable currency impacts were led by the South African Rand and the Euro. Segment Operating EBITDA was $(224) million in the third quarter of 2022, down 3% from the third quarter of 2021. Price execution, volume gains, and ongoing cost and productivity actions were more than offset by higher input and freight costs, including commodity costs. Segment operating EBITDA margin improved by approximately 340 basis points versus the prior-year period. 3Q 3Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $218 $168 30% 31% EMEA $157 $153 3% 16% Latin America $383 $334 15% 15% Asia Pacific $104 $83 25% 33% Total 3Q Seed Net Sales $862 $738 17% 21% 3Q Seed Operating EBITDA $(224) $(217) (3)% N/A Seed net sales were $7.3 billion for the first nine months of 2022, up from approximately $7.0 billion for the first nine months of 2021. The sales increase was driven by a 7% increase in price and a 1% increase in volumes. This gain was partially offset by a 3% unfavorable currency impact. The increase in price was driven by strong execution globally, led by North America and EMEA, with global corn and soybean prices up 7% and 10%, respectively. The increase in volume was driven by gains in EMEA as well as North America soybeans, partially offset by reduced corn acres in North America and supply constraints in North America canola and Latin America corn. Unfavorable currency impacts were led by the Turkish Lira and the Euro. Segment Operating EBITDA was $1.6 billion for the first nine months of 2022, up 4% from the same period last year. Price execution and ongoing cost and productivity actions more than offset higher input and freight costs, the unfavorable impact of currency, lower volumes in North America, and the unfavorable year-over-year impact from the remeasurement of a previously held equity investment. Segment operating EBITDA margin declined by approximately 10 basis points versus the prior-year period. 2022 2021 % % ($ in millions, except where noted) YTD YTD Change Organic1 Change North America $4,637 $4,482 3% 4% EMEA $1,442 $1,398 3% 17% Latin America $912 $842 8% 9% Asia Pacific $342 $288 19% 27% Total YTD Seed Net Sales $7,333 $7,010 5% 8% YTD Seed Operating EBITDA $1,585 $1,523 4% N/A
News Release 3Q 2022 5 Crop Protection Summary Crop Protection net sales were approximately $1.9 billion in the third quarter of 2022 compared to approximately $1.6 billion in the third quarter of 2021. The sales increase was driven by a 15% increase in price and a 7% increase in volumes. These gains were partially offset by a 4% unfavorable currency impact and a 1% unfavorable portfolio impact. The increase in price was broad-based, with gains in all regions led by Latin America and North America, and mostly reflected pricing for higher raw material and logistical costs. The increase in volume was driven by continued penetration of new products, including EnlistTM herbicide and ZorvecTM fungicide. Unfavorable currency impacts were led by the Euro. The portfolio impact was driven by a divestiture in Asia Pacific. Segment Operating EBITDA was $352 million in the third quarter of 2022, up 71% from the third quarter of 2021. Pricing and volume gains and productivity actions more than offset higher input costs, including raw material costs, and the unfavorable impact of currency. Segment operating EBITDA margin improved by more than 570 basis points versus the prior-year period. 3Q 3Q % % ($ in millions, except where noted) 2022 2021 Change Organic1 Change North America $521 $422 23% 25% EMEA $297 $237 25% 44% Latin America $898 $763 18% 19% Asia Pacific $199 $211 (6)% 1% Total 3Q Crop Protection Net Sales $1,915 $1,633 17% 22% 3Q Crop Protection Operating EBITDA $352 $206 71% N/A Crop Protection net sales were approximately $6.3 billion for the first nine months of 2022 compared to approximately $5.2 billion for the first nine months of 2021. The sales increase was driven by a 13% increase in volumes and a 13% increase in price. These gains were partially offset by a 4% unfavorable currency impact. The increase in volume was driven by continued penetration of new products, including EnlistTM and ArylexTM herbicides and OnmiraTM fungicide, with new product sales up nearly 50% compared to the same period last year. The increase in price, led by North America and Latin America, mostly reflected pricing for higher raw material and logistical costs. Unfavorable currency impacts were led by the Euro and the Turkish Lira. Segment Operating EBITDA was $1.4 billion for the first nine months of 2022, up 51% from the same period last year. Pricing and volume gains and productivity actions more than offset higher input costs, including raw material costs, and the unfavorable impact of currency. Segment operating EBITDA margin improved by more than 410 basis points versus the prior-year period largely driven by pricing execution and new and differentiated technology. 2022 2021 % % ($ in millions, except where noted) YTD YTD Change Organic1 Change North America $2,185 $1,693 29% 30% EMEA $1,452 $1,304 11% 25% Latin America $1,852 $1,361 36% 34% Asia Pacific $808 $808 - % 7% Total YTD Crop Protection Net Sales $6,297 $5,166 22% 26% YTD Crop Protection Operating EBITDA $1,352 $897 51% N/A
News Release 3Q 2022 6 2022 Updated Guidance The outlook for agriculture remains robust despite recent commodity price volatility. The Company expects record demand for grain and oilseeds in 2022, which should support commodity prices as ending stocks remain under pressure. Grower balance sheets and income levels remain healthy despite increased input costs for fuel and fertilizer, leading farmers to prioritize technology to maximize return. As a result, the Company affirmed full year 2022 net sales guidance3 of $17.2 billion to $17.5 billion, which at the mid-point represents expected net sales growth of 11% for the year. The Company increased the mid-point of its Operating EBITDA1 guidance, and now expects it to be in the range of $3.0 billion to $3.1 billion, which at the mid-point represents expected Operating EBITDA1 growth of 18% for the year. Operating EPS1 is expected to be in the range of $2.45 to $2.60 per share. The Company is not able to reconcile its forward-looking non-GAAP financial measures to its most comparable U.S. GAAP financial measures, as it is unable to predict with reasonable certainty items outside of its control, such as Significant Items, without unreasonable effort. Third Quarter Conference Call The Company will host a live webcast of its third quarter 2022 earnings conference call with investors to discuss its results and outlook tomorrow, November 4, 2022, at 9:00 a.m. ET. The slide presentation that accompanies the conference call is posted on the Company’s Investor Events and Presentations page. A replay of the webcast will also be available on the Investor Events and Presentations page. About Corteva Corteva, Inc. (NYSE: CTVA) is a publicly traded, global pure-play agriculture company that combines industry-leading innovation, high-touch customer engagement and operational execution to profitably deliver solutions for the world’s most pressing agriculture challenges. Corteva generates advantaged market preference through its unique distribution strategy, together with its balanced and globally diverse mix of seed, crop protection, and digital products and services. With some of the most recognized brands in agriculture and a technology pipeline well positioned to drive growth, the Company is committed to maximizing productivity for farmers, while working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. More information can be found at www.corteva.com. Follow Corteva on Facebook, Instagram, LinkedIn, Twitter, and YouTube. Cautionary Statement About Forward-Looking Statements This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; environmental, social and governance (“ESG”) targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements. Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva’s pipeline; (ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) effect of competition and consolidation in Corteva’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) failure to comply with competition and antitrust laws; (x) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (xi) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) effect of volatility in Corteva’s input costs; (xiv) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xv) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xvi) increases in pension and other post-employment benefit plan funding obligations; (xvii) risks related to environmental litigation and the indemnification obligations of legacy EID liabilities in connection with the separation of Corteva; (xviii) risks related to Corteva’s global operations; (xix) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xx) capital markets sentiment towards ESG matters (xxi) risks related to COVID-19; (xxii) Corteva’s ability to recruit and retain key personnel; (xxiii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) Corteva’s dependence on intellectual property cross-license agreements; (xxvi) other risks related to the Separation from DowDuPont; and (xxvii) risks related to the Russia and Ukraine military conflict. Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the “Risk Factors” section of Corteva’s Annual Report on Form 10-K, as modified by subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K.
News Release 3Q 2022 7 Regulation G (Non-GAAP Financial Measures) This earnings release includes information that does not conform to U.S. GAAP and are considered non-GAAP measures. These measures may include organic sales, organic growth (including by segment and region), operating EBITDA, operating EBITDA margin, operating earnings (loss) per share, and base income tax rate. 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 in the Selected Financial Information and Non-GAAP Measures starting on page A-5 of the Financial Statement Schedules. Corteva is not able to reconcile its forward-looking non-GAAP financial measures to its most comparable U.S. GAAP financial measures, as it is unable to predict with reasonable certainty items outside of the Company’s control, such as Significant Items, without unreasonable effort. For Significant items reported in the periods presented, refer to page A-10 of the Financial Statement Schedules. Beginning January 1, 2020, the Company presents accelerated prepaid royalty amortization expense as a significant item. Accelerated prepaid royalty amortization represents the noncash charge associated with the recognition of upfront payments made to Monsanto in connection with the Company’s non-exclusive license in the United States and Canada for Monsanto’s Genuity® Roundup Ready 2 Yield® Roundup Ready 2 Xtend® herbicide tolerance traits. During the five-year ramp-up period of Enlist E3TM, Corteva is expected to significantly reduce the volume of products with the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits beginning in 2021, with expected minimal use of the trait platform after the completion of the ramp-up. Additionally, in connection with the Company’s shift to a global business unit model, the Company has assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential. As a result of this assessment, the company has committed to restructuring actions that, combined with the impact of the company’s separate announcement to withdraw from Russia and stop production and business activities (“Russia Exit”) (collectively the “2022 Restructuring Actions”), have resulted in expected total pre-tax restructuring and other charges of approximately $350 million to $420 million. The restructuring actions associated with these charges are expected to be substantially complete in 2023. Organic sales is defined as price and volume and excludes currency and portfolio impacts. 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 other post-employment benefit (OPEB) benefits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the Company as pre-tax income or expense. Operating EBITDA margin is defined as Operating EBITDA as a percentage of net sales. 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. Base income tax rate is defined as the effective tax rate excluding the impacts of foreign exchange gains (losses), non-operating benefits (costs), amortization of intangibles (existing as of the Separation), mark-to- market gains (losses) on certain foreign currency contracts not designated as hedges, and significant items. ® TM Corteva Agriscience and its affiliated companies. 11/03/2022 Media Contact Kris Allen +1 403-483-5205 kris.allen@corteva.com Investor Contact Kim Booth +1 302-485-3190 kimberly.a.booth@corteva.com
Document
A-1
Corteva, Inc.
Consolidated Statements of Operations
(Dollars in millions, except per share amounts)
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net sales | $ | 2,777 | | | $ | 2,371 | | | $ | 13,630 | | | $ | 12,176 | |
Cost of goods sold | 1,879 | | | 1,558 | | | 7,926 | | | 6,988 | |
Research and development expense | 312 | | | 297 | | | 876 | | | 871 | |
Selling, general and administrative expenses | 657 | | | 672 | | | 2,409 | | | 2,403 | |
Amortization of intangibles | 178 | | | 180 | | | 536 | | | 543 | |
Restructuring and asset related charges - net | 152 | | | 26 | | | 300 | | | 261 | |
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Other income - net | 23 | | | 378 | | | 89 | | | 1,013 | |
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Interest expense | 18 | | | 8 | | | 43 | | | 22 | |
Income (loss) from continuing operations before income taxes | (396) | | | 8 | | | 1,629 | | | 2,101 | |
Provision for (benefit from) income taxes on continuing operations | (74) | | | (28) | | | 372 | | | 434 | |
Income (loss) from continuing operations after income taxes | (322) | | | 36 | | | 1,257 | | | 1,667 | |
Income (loss) from discontinued operations after income taxes | (6) | | | (4) | | | (46) | | | (59) | |
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Net income (loss) | (328) | | | 32 | | | 1,211 | | | 1,608 | |
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Net income (loss) attributable to noncontrolling interests | 3 | | | 2 | | | 9 | | | 8 | |
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Net income (loss) attributable to Corteva | $ | (331) | | | $ | 30 | | | $ | 1,202 | | | $ | 1,600 | |
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Basic earnings (loss) per share of common stock: | | | | | | | |
Basic earnings (loss) per share of common stock from continuing operations | $ | (0.45) | | | $ | 0.05 | | | $ | 1.73 | | | $ | 2.25 | |
Basic earnings (loss) per share of common stock from discontinued operations | (0.01) | | | (0.01) | | | (0.06) | | | (0.08) | |
Basic earnings (loss) per share of common stock | $ | (0.46) | | | $ | 0.04 | | | $ | 1.67 | | | $ | 2.17 | |
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Diluted earnings (loss) per share of common stock: | | | | | | | |
Diluted earnings (loss) per share of common stock from continuing operations | $ | (0.45) | | | $ | 0.05 | | | $ | 1.72 | | | $ | 2.23 | |
Diluted earnings (loss) per share of common stock from discontinued operations | (0.01) | | | (0.01) | | | (0.06) | | | (0.08) | |
Diluted earnings (loss) per share of common stock | $ | (0.46) | | | $ | 0.04 | | | $ | 1.66 | | | $ | 2.15 | |
| | | | | | | |
Average number of shares outstanding used in earnings (loss) per share (EPS) calculation (in millions) | | | | | | | |
Basic | 718.7 | | 733.8 | | 722.8 | | 738.1 |
Diluted | 718.7 | | 739.5 | | 726.4 | | 744.0 |
A-2
Corteva, Inc.
Consolidated Balance Sheets
(Dollars in millions, except share amounts)
| | | | | | | | | | | | | | | | | | | | |
| | September 30, 2022 | | December 31, 2021 | | September 30, 2021 |
Assets | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 2,199 | | | $ | 4,459 | | | $ | 2,779 | |
Marketable securities | | 119 | | | 86 | | | 103 | |
Accounts and notes receivable – net | | 6,273 | | | 4,811 | | | 5,818 | |
Inventories | | 5,415 | | | 5,180 | | | 4,417 | |
Other current assets | | 1,039 | | | 1,010 | | | 1,029 | |
| | | | | | |
Total current assets | | 15,045 | | | 15,546 | | | 14,146 | |
Investment in nonconsolidated affiliates | | 91 | | | 76 | | | 67 | |
Property, plant and equipment | | 8,444 | | | 8,364 | | | 8,270 | |
Less: Accumulated depreciation | | 4,259 | | | 4,035 | | | 3,960 | |
Net property, plant and equipment | | 4,185 | | | 4,329 | | | 4,310 | |
Goodwill | | 9,791 | | | 10,107 | | | 10,130 | |
Other intangible assets | | 9,461 | | | 10,044 | | | 10,225 | |
Deferred income taxes | | 407 | | | 438 | | | 448 | |
| | | | | | |
Other assets | | 1,671 | | | 1,804 | | | 1,796 | |
| | | | | | |
Total Assets | | $ | 40,651 | | | $ | 42,344 | | | $ | 41,122 | |
| | | | | | |
Liabilities and Equity | | | | | | |
Current liabilities | | | | | | |
Short-term borrowings and finance lease obligations | | $ | 1,576 | | | $ | 17 | | | $ | 1,372 | |
Accounts payable | | 4,140 | | | 4,126 | | | 3,512 | |
Income taxes payable | | 227 | | | 146 | | | 95 | |
Deferred revenue | | 860 | | | 3,201 | | | 692 | |
Accrued and other current liabilities | | 2,115 | | | 2,068 | | | 2,134 | |
| | | | | | |
Total current liabilities | | 8,918 | | | 9,558 | | | 7,805 | |
Long-term debt | | 1,277 | | | 1,100 | | | 1,101 | |
Other noncurrent liabilities | | | | | | |
Deferred income tax liabilities | | 1,123 | | | 1,220 | | | 930 | |
Pension and other post employment benefits - noncurrent | | 2,628 | | | 3,124 | | | 4,583 | |
Other noncurrent obligations | | 1,621 | | | 1,719 | | | 1,724 | |
| | | | | | |
Total noncurrent liabilities | | 6,649 | | | 7,163 | | | 8,338 | |
| | | | | | |
Commitments and contingent liabilities | | | | | | |
| | | | | | |
Stockholders' equity | | | | | | |
Common stock, $0.01 par value; 1,666,667,000 shares authorized; issued at September 30, 2022 - 716,225,000; December 31, 2021 - 726,527,000; and September 30, 2021 - 730,267,000 | | 7 | | | 7 | | | 7 | |
Additional paid-in capital | | 27,815 | | | 27,751 | | | 27,712 | |
Retained earnings | | 614 | | | 524 | | | 666 | |
Accumulated other comprehensive income (loss) | | (3,592) | | | (2,898) | | | (3,645) | |
Total Corteva stockholders' equity | | 24,844 | | | 25,384 | | | 24,740 | |
Noncontrolling interests | | 240 | | | 239 | | | 239 | |
Total equity | | 25,084 | | | 25,623 | | | 24,979 | |
Total Liabilities and Equity | | $ | 40,651 | | | $ | 42,344 | | | $ | 41,122 | |
A-3
Corteva, Inc.
Consolidated Statement of Cash Flows
(Dollars in millions, except per share amounts)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 |
Operating activities | | | |
| | | |
Net income (loss) | $ | 1,211 | | | $ | 1,608 | |
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | | | |
Depreciation and amortization | 919 | | | 926 | |
Provision for (benefit from) deferred income tax | (149) | | | 151 | |
Net periodic pension and OPEB benefit, net | (155) | | | (959) | |
Pension and OPEB contributions | (147) | | | (202) | |
Net (gain) loss on sales of property, businesses, consolidated companies, and investments | (17) | | | (1) | |
Restructuring and asset related charges - net | 300 | | | 261 | |
| | | |
| | | |
| | | |
Other net loss | 181 | | | 117 | |
Changes in assets and liabilities, net | | | |
Accounts and notes receivable | (1,814) | | | (1,116) | |
Inventories | (466) | | | 375 | |
Accounts payable | 202 | | | (41) | |
Deferred revenue | (2,311) | | | (1,945) | |
Other assets and liabilities | 100 | | | 7 | |
Cash provided by (used for) operating activities | (2,146) | | | (819) | |
Investing activities | | | |
Capital expenditures | (460) | | | (413) | |
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested | 46 | | | 53 | |
| | | |
Investments in and loans to nonconsolidated affiliates | (9) | | | (3) | |
| | | |
Purchases of investments | (314) | | | (147) | |
Proceeds from sales and maturities of investments | 274 | | | 310 | |
Other investing activities, net | 24 | | | (1) | |
Cash provided by (used for) investing activities | (439) | | | (201) | |
Financing activities | | | |
Net change in borrowings (less than 90 days) | 777 | | | 949 | |
Proceeds from debt | 1,335 | | | 419 | |
Payments on debt | (355) | | | (1) | |
Repurchase of common stock | (800) | | | (750) | |
Proceeds from exercise of stock options | 66 | | | 71 | |
Dividends paid to stockholders | (311) | | | (295) | |
| | | |
| | | |
| | | |
| | | |
| | | |
Other financing activities, net | (49) | | | (28) | |
Cash provided by (used for) financing activities | 663 | | | 365 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | (295) | | | (78) | |
| | | |
Increase (decrease) in cash, cash equivalents and restricted cash equivalents | (2,217) | | | (733) | |
Cash, cash equivalents and restricted cash equivalents at beginning of period | 4,836 | | | 3,873 | |
Cash, cash equivalents and restricted cash equivalents at end of period | $ | 2,619 | | | $ | 3,140 | |
A-4
Corteva, Inc.
Consolidated Segment Information
(Dollars in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
SEGMENT NET SALES - SEED | | 2022 | | 2021 | | 2022 | | 2021 |
Corn | | $ | 469 | | | $ | 437 | | | $ | 4,621 | | | $ | 4,505 | |
Soybean | | 205 | | | 157 | | | 1,685 | | | 1,494 | |
Other oilseeds | | 124 | | | 94 | | | 647 | | | 661 | |
Other | | 64 | | | 50 | | | 380 | | | 350 | |
Seed | | $ | 862 | | | $ | 738 | | | $ | 7,333 | | | $ | 7,010 | |
| | | | | | | | |
| | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
SEGMENT NET SALES - CROP PROTECTION | | 2022 | | 2021 | | 2022 | | 2021 |
Herbicides | | $ | 1,043 | | | $ | 782 | | | $ | 3,472 | | | $ | 2,737 | |
Insecticides | | 363 | | | 416 | | | 1,275 | | | 1,261 | |
Fungicides | | 421 | | | 339 | | | 1,173 | | | 911 | |
Other | | 88 | | | 96 | | | 377 | | | 257 | |
Crop Protection | | $ | 1,915 | | | $ | 1,633 | | | $ | 6,297 | | | $ | 5,166 | |
| | | | | | | | |
| | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
GEOGRAPHIC NET SALES - SEED | | 2022 | | 2021 | | 2022 | | 2021 |
North America 1 | | $ | 218 | | | $ | 168 | | | $ | 4,637 | | | $ | 4,482 | |
EMEA 2 | | 157 | | | 153 | | | 1,442 | | | 1,398 | |
Latin America | | 383 | | | 334 | | | 912 | | | 842 | |
Asia Pacific | | 104 | | | 83 | | | 342 | | | 288 | |
Rest of World 3 | | 644 | | | 570 | | | 2,696 | | | 2,528 | |
Net Sales | | $ | 862 | | | $ | 738 | | | $ | 7,333 | | | $ | 7,010 | |
| | | | | | | | |
| | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
GEOGRAPHIC NET SALES - CROP PROTECTION | | 2022 | | 2021 | | 2022 | | 2021 |
North America 1 | | $ | 521 | | | $ | 422 | | | $ | 2,185 | | | $ | 1,693 | |
EMEA 2 | | 297 | | | 237 | | | 1,452 | | | 1,304 | |
Latin America | | 898 | | | 763 | | | 1,852 | | | 1,361 | |
Asia Pacific | | 199 | | | 211 | | | 808 | | | 808 | |
Rest of World 3 | | 1,394 | | | 1,211 | | | 4,112 | | | 3,473 | |
Net Sales | | $ | 1,915 | | | $ | 1,633 | | | $ | 6,297 | | | $ | 5,166 | |
| | | | | | | | |
1. Reflects U.S. & Canada | | | | | | | | |
2. Reflects Europe, Middle East, and Africa | | | | | | | | |
3. Reflects EMEA, Latin America, and Asia Pacific | | | | | | | | |
A-5
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2022 |
Net Sales (GAAP) | | $ | 2,777 | | | $ | 13,630 | |
Less: Impacts from Currency and Portfolio | | (104) | | | (443) | |
Organic Sales (Non-GAAP) | | $ | 2,881 | | | $ | 14,073 | |
| | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
OPERATING EBITDA | | 2022 | | 2021 | | 2022 | | 2021 |
Seed | | $ | (224) | | | $ | (217) | | | $ | 1,585 | | | $ | 1,523 | |
Crop Protection | | 352 | | | 206 | | | 1,352 | | | 897 | |
Corporate Expenses | | (32) | | | (40) | | | (83) | | | (106) | |
Operating EBITDA (Non-GAAP) | | $ | 96 | | | $ | (51) | | | $ | 2,854 | | | $ | 2,314 | |
| | | | | | | | |
RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS AFTER INCOME TAXES TO OPERATING EBITDA | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Income (loss) from continuing operations after income taxes (GAAP) | | $ | (322) | | | $ | 36 | | | $ | 1,257 | | | $ | 1,667 | |
Provision for (benefit from) income taxes on continuing operations | | (74) | | | (28) | | | 372 | | | 434 | |
Income (loss) from continuing operations before income taxes (GAAP) | | (396) | | | 8 | | | 1,629 | | | 2,101 | |
Depreciation and amortization | | 310 | | | 309 | | | 919 | | | 926 | |
Interest income | | (36) | | | (19) | | | (75) | | | (58) | |
Interest expense | | 18 | | | 8 | | | 43 | | | 22 | |
Exchange (gains) losses1 | | 13 | | | (2) | | | 96 | | | 47 | |
Non-operating (benefits) costs2 | | (9) | | | (315) | | | (134) | | | (941) | |
| | | | | | | | |
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | | (6) | | | (19) | | | (3) | | | 3 | |
Significant items (benefit) charge3 | | 202 | | | (21) | | | 379 | | | 214 | |
| | | | | | | | |
Operating EBITDA (Non-GAAP) | | $ | 96 | | | $ | (51) | | | $ | 2,854 | | | $ | 2,314 | |
1.Refer to page A-15 for pre-tax and after tax impacts of exchange (gains) losses.
2.Non-operating (benefits) costs consists of non-operating pension and other post-employment benefit (OPEB) (benefits) costs, tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. 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.
3.Refer to page A-10 for pre-tax and after tax impacts of significant items.
A-6
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
PRICE - VOLUME - CURRENCY ANALYSIS |
REGION | | |
| Q3 2022 vs. Q3 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
North America | $ | 149 | | 25 | % | $ | 157 | | 27 | % | 13 | % | 14 | % | (1) | % | (1) | % |
EMEA | 64 | | 16 | % | 129 | | 33 | % | 10 | % | 23 | % | (17) | % | — | % |
Latin America | 184 | | 17 | % | 194 | | 18 | % | 16 | % | 2 | % | (1) | % | — | % |
Asia Pacific | 9 | | 3 | % | 30 | | 10 | % | 7 | % | 3 | % | (7) | % | — | % |
Rest of World | 257 | | 14 | % | 353 | | 20 | % | 13 | % | 7 | % | (6) | % | — | % |
Total | $ | 406 | | 17 | % | $ | 510 | | 22 | % | 13 | % | 9 | % | (4) | % | (1) | % |
| | | | | | | | |
SEED | | | | | | | | |
| Q3 2022 vs. Q3 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
North America | $ | 50 | | 30 | % | $ | 52 | | 31 | % | 3 | % | 28 | % | (1) | % | — | % |
EMEA | 4 | | 3 | % | 25 | | 16 | % | 7 | % | 9 | % | (13) | % | — | % |
Latin America | 49 | | 15 | % | 51 | | 15 | % | 14 | % | 1 | % | — | % | — | % |
Asia Pacific | 21 | | 25 | % | 27 | | 33 | % | 12 | % | 21 | % | (8) | % | — | % |
Rest of World | 74 | | 13 | % | 103 | | 18 | % | 12 | % | 6 | % | (5) | % | — | % |
Total | $ | 124 | | 17 | % | $ | 155 | | 21 | % | 10 | % | 11 | % | (4) | % | — | % |
| | | | | | | | |
CROP PROTECTION |
| Q3 2022 vs. Q3 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
North America | $ | 99 | | 23 | % | $ | 105 | | 25 | % | 17 | % | 8 | % | (1) | % | (1) | % |
EMEA | 60 | | 25 | % | 104 | | 44 | % | 12 | % | 32 | % | (19) | % | — | % |
Latin America | 135 | | 18 | % | 143 | | 19 | % | 17 | % | 2 | % | (1) | % | — | % |
Asia Pacific | (12) | | (6) | % | 3 | | 1 | % | 5 | % | (4) | % | (6) | % | (1) | % |
Rest of World | 183 | | 15 | % | 250 | | 21 | % | 14 | % | 7 | % | (6) | % | — | % |
Total | $ | 282 | | 17 | % | $ | 355 | | 22 | % | 15 | % | 7 | % | (4) | % | (1) | % |
A-7
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
SEED PRODUCT LINE | | | | | | | |
| Q3 2022 vs. Q3 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
Corn | $ | 32 | | 7 | % | $ | 47 | | 11 | % | 5 | % | 6 | % | (4) | % | — | % |
Soybeans | 48 | | 31 | % | 49 | | 31 | % | 28 | % | 3 | % | — | % | — | % |
Other oilseeds | 30 | | 32 | % | 43 | | 46 | % | 7 | % | 39 | % | (14) | % | — | % |
Other | 14 | | 28 | % | 16 | | 32 | % | (2) | % | 34 | % | (4) | % | — | % |
Total | $ | 124 | | 17 | % | $ | 155 | | 21 | % | 10 | % | 11 | % | (4) | % | — | % |
| | | | | | | | |
CROP PROTECTION PRODUCT LINE |
| Q3 2022 vs. Q3 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
Herbicides | $ | 261 | | 33 | % | $ | 299 | | 38 | % | 22 | % | 16 | % | (5) | % | — | % |
Insecticides | (53) | | (13) | % | (32) | | (8) | % | 6 | % | (14) | % | (4) | % | (1) | % |
Fungicides | 82 | | 24 | % | 92 | | 27 | % | 11 | % | 16 | % | (3) | % | — | % |
Other | (8) | | (8) | % | (4) | | (4) | % | 3 | % | (7) | % | (4) | % | — | % |
Total | $ | 282 | | 17 | % | $ | 355 | | 22 | % | 15 | % | 7 | % | (4) | % | (1) | % |
1.Organic sales is defined as price and volume and excludes currency and portfolio impacts.
A-8
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
PRICE - VOLUME - CURRENCY ANALYSIS |
REGION | | |
| Nine Months 2022 vs. Nine Months 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
North America | $ | 647 | | 10 | % | $ | 663 | | 11 | % | 9 | % | 2 | % | (1) | % | — | % |
EMEA | 192 | | 7 | % | 562 | | 21 | % | 9 | % | 12 | % | (14) | % | — | % |
Latin America | 561 | | 25 | % | 538 | | 24 | % | 14 | % | 10 | % | 1 | % | — | % |
Asia Pacific | 54 | | 5 | % | 134 | | 12 | % | 6 | % | 6 | % | (5) | % | (2) | % |
Rest of World | 807 | | 13 | % | 1,234 | | 21 | % | 11 | % | 10 | % | (7) | % | (1) | % |
Total | $ | 1,454 | | 12 | % | $ | 1,897 | | 16 | % | 10 | % | 6 | % | (4) | % | — | % |
| | | | | | | | |
SEED | | | | | | | | |
| Nine Months 2022 vs. Nine Months 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
North America | $ | 155 | | 3 | % | $ | 161 | | 4 | % | 6 | % | (2) | % | (1) | % | — | % |
EMEA | 44 | | 3 | % | 234 | | 17 | % | 12 | % | 5 | % | (14) | % | — | % |
Latin America | 70 | | 8 | % | 76 | | 9 | % | 8 | % | 1 | % | (1) | % | — | % |
Asia Pacific | 54 | | 19 | % | 77 | | 27 | % | 12 | % | 15 | % | (8) | % | — | % |
Rest of World | 168 | | 7 | % | 387 | | 15 | % | 10 | % | 5 | % | (8) | % | — | % |
Total | $ | 323 | | 5 | % | $ | 548 | | 8 | % | 7 | % | 1 | % | (3) | % | — | % |
| | | | | | | | |
CROP PROTECTION |
| Nine Months 2022 vs. Nine Months 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
North America | $ | 492 | | 29 | % | $ | 502 | | 30 | % | 18 | % | 12 | % | (1) | % | — | % |
EMEA | 148 | | 11 | % | 328 | | 25 | % | 7 | % | 18 | % | (14) | % | — | % |
Latin America | 491 | | 36 | % | 462 | | 34 | % | 18 | % | 16 | % | 2 | % | — | % |
Asia Pacific | — | | — | % | 57 | | 7 | % | 5 | % | 2 | % | (4) | % | (3) | % |
Rest of World | 639 | | 18 | % | 847 | | 24 | % | 10 | % | 14 | % | (5) | % | (1) | % |
Total | $ | 1,131 | | 22 | % | $ | 1,349 | | 26 | % | 13 | % | 13 | % | (4) | % | — | % |
A-9
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
SEED PRODUCT LINE | | | | | | | |
| Nine Months 2022 vs. Nine Months 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
Corn | $ | 116 | | 3 | % | $ | 260 | | 6 | % | 7 | % | (1) | % | (3) | % | — | % |
Soybeans | 191 | | 13 | % | 197 | | 13 | % | 9 | % | 4 | % | — | % | — | % |
Other oilseeds | (14) | | (2) | % | 49 | | 7 | % | 7 | % | — | % | (9) | % | — | % |
Other | 30 | | 9 | % | 42 | | 12 | % | 3 | % | 9 | % | (3) | % | — | % |
Total | $ | 323 | | 5 | % | $ | 548 | | 8 | % | 7 | % | 1 | % | (3) | % | — | % |
| | | | | | | | |
CROP PROTECTION PRODUCT LINE |
| Nine Months 2022 vs. Nine Months 2021 | Percent Change Due To: |
| Net Sales Change (GAAP) | Organic Change 1 (Non-GAAP) | Price & | | | Portfolio / |
| $ | % | $ | % | Product Mix | Volume | Currency | Other |
Herbicides | $ | 735 | | 27 | % | $ | 823 | | 30 | % | 18 | % | 12 | % | (3) | % | — | % |
Insecticides | 14 | | 1 | % | 80 | | 6 | % | 7 | % | (1) | % | (5) | % | — | % |
Fungicides | 262 | | 29 | % | 318 | | 35 | % | 8 | % | 27 | % | (3) | % | (3) | % |
Other | 120 | | 47 | % | 128 | | 50 | % | 9 | % | 41 | % | (3) | % | — | % |
Total | $ | 1,131 | | 22 | % | $ | 1,349 | | 26 | % | 13 | % | 13 | % | (4) | % | — | % |
1.Organic sales is defined as price and volume and excludes currency and portfolio impacts.
A-10
Corteva, Inc.
Significant Items
(Dollars in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
SIGNIFICANT ITEMS BY SEGMENT (PRE-TAX) | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Seed | $ | (94) | | | $ | 38 | | | $ | (237) | | | $ | (98) | |
Crop Protection | (42) | | | (8) | | | (59) | | | (51) | |
Corporate | (66) | | | (9) | | | (83) | | | (65) | |
Total significant items before income taxes | $ | (202) | | | $ | 21 | | | $ | (379) | | | $ | (214) | |
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SIGNIFICANT ITEMS - PRE-TAX, AFTER TAX, AND EPS IMPACTS | | | | | | | | |
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| | Pre-tax | | After tax8 | | ($ Per Share) |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
1st Quarter | | | | | | | | | | | |
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Restructuring and asset related charges, net 1 | $ | (5) | | | $ | (100) | | | $ | (3) | | | $ | (77) | | | $ | — | | | $ | (0.10) | |
Estimated settlement expense 2 | (17) | | | — | | | (13) | | | — | | | (0.02) | | | — | |
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1st Quarter — Total | $ | (22) | | | $ | (100) | | | $ | (16) | | | $ | (77) | | | $ | (0.02) | | | $ | (0.10) | |
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2nd Quarter | | | | | | | | | | | |
Restructuring and asset related charges, net 1 | $ | (143) | | | $ | (135) | | | $ | (116) | | | $ | (107) | | | $ | (0.16) | | | $ | (0.14) | |
Inventory write-offs 3 | (1) | | | — | | | (1) | | | — | | | — | | | — | |
Loss on exit of non-strategic asset 3 | (5) | | | — | | | (4) | | | — | | | (0.01) | | | — | |
Settlement costs associated with Russia Exit 3 | (6) | | | — | | | (6) | | | — | | | (0.01) | | | — | |
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2nd Quarter — Total | $ | (155) | | | $ | (135) | | | $ | (127) | | | $ | (107) | | | $ | (0.18) | | | $ | (0.14) | |
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3rd Quarter | | | | | | | | | | | |
Restructuring and asset related charges, net 1 | $ | (152) | | | $ | (26) | | | $ | (126) | | | $ | (18) | | | $ | (0.18) | | | $ | (0.03) | |
Estimated settlement expense 2 | (40) | | | — | | | (30) | | | — | | | (0.04) | | | — | |
Inventory write-offs 3 | (32) | | | — | | | (24) | | | — | | | (0.03) | | | — | |
Settlement cost associated with Russia Exit 3 | (2) | | | — | | | (2) | | | — | | | — | | | — | |
Gain on sale of business 3 | 15 | | | — | | | 10 | | | — | | | 0.01 | | | — | |
Equity securities mark-to-market gain 4 | — | | | 47 | | | — | | | 35 | | | — | | | 0.05 | |
Employee Retention Credit 5 | 9 | | | — | | | 7 | | | — | | | 0.01 | | | — | |
Income tax items 6 | — | | | — | | | 55 | | | — | | | 0.08 | | | — | |
3rd Quarter - Total | $ | (202) | | | $ | 21 | | | $ | (110) | | | $ | 17 | | | $ | (0.15) | | | $ | 0.02 | |
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Year-to-date Total 7 | $ | (379) | | | $ | (214) | | | $ | (253) | | | $ | (167) | | | $ | (0.35) | | | $ | (0.22) | |
1.Third, second and first quarter 2022 includes restructuring and asset related benefits (charges) of $(152), $(143) and $(5), respectively. The charges primarily relate to a $(145), and $(56) charge for the third and second quarter, respectively, associated with the 2022 Restructuring Actions and a $(5), $(93), and $(6) charge for the third, second and first quarter, respectively, related to non-cash accelerated prepaid royalty amortization expense related to non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.
Third, second and first quarter 2021 included restructuring and asset related benefits (charges) of $(26), $(135) and $(100), respectively. The charges primarily relate to a $(17), $(21) and $(89) charge, respectively, associated with the 2021 Restructuring Actions and a $(5), $(112) and $(7) charge, respectively, related to non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.
2.Third and first quarter 2022 included a $(40) and $(17) charge, respectively, for estimated Lorsban® related reserves.
3.Third quarter 2022 includes a benefit (charge) of $(32), $15 and $(2) associated with activities related to 2022 Restructuring Actions consisting of inventory write-offs, gain on the sale of a business, and settlement costs associated with the Russia Exit, respectively. Second quarter 2022 includes a $(1), $(5) and $(6) charge associated with activities related to the 2022 Restructuring Actions consisting
A-11
Corteva, Inc.
Significant Items
(Dollars in millions, except per share amounts)
of inventory write-offs associated with the Russia Exit, loss on the exit of a non-strategic asset and settlement costs associated with the Russia Exit, respectively.
4.Third quarter 2021 included a benefit relating to a $47 mark-to-market gain on equity securities.
5.Third quarter 2022 includes a pre-tax benefit of $9 relating to an adjustment due to a change in estimate related to the Employee Retention Credit that the Company earned pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act (“CAA”) and American Rescue Plan Act (“ARPA”), which was initially recognized in the fourth quarter 2021.
6.Third quarter 2022 includes a tax benefit of $55 relating to the establishment of deferred taxes due to the impact of a change in a U.S. legal entity's tax characterization.
7.Earnings per share for the year may not equal the sum of quarterly earnings per share due to the changes in average share calculations.
8.Unless specifically addressed in the notes above, the income tax effect on significant items was calculated based upon the enacted laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
A-12
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
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Operating Earnings (Loss) Per Share (Non-GAAP) | | | | | | | | |
Operating earnings (loss) per share is defined as earnings (loss) per share from continuing operations – diluted, excluding non-operating (benefits) costs, amortization of intangibles (existing as of Separation), net unrealized gain or loss from mark-to-market activity on certain foreign currency derivative instruments that do not qualify for hedge accounting, and significant items. |
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| | Three Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| | $ | | $ | | EPS (diluted) | | EPS (diluted) |
Net income (loss) from continuing operations attributable to Corteva (GAAP) | | $ | (325) | | | $ | 34 | | | $ | (0.45) | | | $ | 0.05 | |
Less: Non-operating benefits (costs), after tax 1 | | 4 | | | 242 | | | — | | | 0.33 | |
Less: Amortization of intangibles (existing as of Separation), after tax | | (137) | | | (140) | | | (0.19) | | | (0.18) | |
Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax | | 4 | | | 15 | | | 0.01 | | | 0.02 | |
Less: Significant items benefit (charge), after tax | | (110) | | | 17 | | | (0.15) | | | 0.02 | |
Operating Earnings (Loss) (Non-GAAP) | | $ | (86) | | | $ | (100) | | | $ | (0.12) | | | $ | (0.14) | |
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| | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| | $ | | $ | | EPS (diluted) | | EPS (diluted) |
Net income from continuing operations attributable to Corteva (GAAP) | | $ | 1,248 | | | $ | 1,659 | | | $ | 1.72 | | | $ | 2.23 | |
Less: Non-operating benefits - net, after tax 1 | | 96 | | | 716 | | | 0.13 | | | 0.96 | |
Less: Amortization of intangibles (existing as of Separation), after tax | | (414) | | | (423) | | | (0.57) | | | (0.57) | |
Less: Mark-to-market losses on certain foreign currency contracts not designated as hedges, after tax | | 2 | | | (2) | | | 0.01 | | | — | |
Less: Significant items benefit (charge), after tax | | (253) | | | (167) | | | (0.35) | | | (0.22) | |
Operating Earnings (Non-GAAP) | | $ | 1,817 | | | $ | 1,535 | | | $ | 2.50 | | | $ | 2.06 | |
1.Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) benefits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. 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.
A-13
Corteva, Inc.
Operating EBITDA to Operating Earnings (Loss) Per Share
(Dollars in millions, except per share amounts)
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Operating EBITDA to Operating Earnings (Loss) Per Share | | | | | | |
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| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Operating EBITDA (Non-GAAP)1 | | $ | 96 | | | $ | (51) | | | $ | 2,854 | | | $ | 2,314 | |
Depreciation | | (132) | | | (129) | | | (383) | | | (383) | |
Amortization of intangibles (post Separation) | | (1) | | | — | | | (3) | | | — | |
Interest Income | | 36 | | | 19 | | | 75 | | | 58 | |
Interest Expense | | (18) | | | (8) | | | (43) | | | (22) | |
(Provision for) benefit from income taxes on continuing operations before significant items, non-operating benefits (costs), amortization of intangibles (existing as of Separation), mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP)1 | | 4 | | | 74 | | | (512) | | | (366) | |
Base income tax rate from continuing operations (Non-GAAP)1 | | 21.1 | % | | 43.8 | % | | 20.5 | % | | 18.6 | % |
Exchange gains (losses), after tax2 | | (68) | | | (3) | | | (162) | | | (58) | |
Net (income) loss attributable to non-controlling interests | | (3) | | | (2) | | | (9) | | | (8) | |
Operating Earnings (Loss) (Non-GAAP)1 | | $ | (86) | | | $ | (100) | | | $ | 1,817 | | | $ | 1,535 | |
Diluted Shares (in millions) | | 718.7 | | | 739.5 | | | 726.4 | | | 744.0 | |
Operating Earnings (Loss) Per Share (Non-GAAP)1 | | $ | (0.12) | | | $ | (0.14) | | | $ | 2.50 | | | $ | 2.06 | |
1. Refer to pages A-5 through A-9 and A-12 for Non-GAAP reconciliations.
2. Refer to page A-15 for pre-tax and after tax impacts of exchange gains (losses).
A-14
Corteva, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
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Reconciliation of Base Income Tax Rate to Effective Income Tax Rate |
Base income tax rate is defined as the effective income tax rate less the effect of exchange gains (losses), significant items, amortization of intangibles (existing as of Separation), mark-to-market gains on certain foreign currency contracts not designated as hedges, and non-operating (benefits) costs. |
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Income (loss) from continuing operations before income taxes (GAAP) | $ | (396) | | | $ | 8 | | | $ | 1,629 | | | $ | 2,101 | |
Add: Significant items (benefit) charge 1 | 202 | | | (21) | | | 379 | | | 214 | |
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Non-operating (benefits) costs | (9) | | | (315) | | | (134) | | | (941) | |
Amortization of intangibles (existing as of Separation) | 177 | | | 180 | | | 533 | | | 543 | |
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (6) | | | (19) | | | (3) | | | 3 | |
Less: Exchange gains (losses)2 | (13) | | | 2 | | | (96) | | | (47) | |
Income (loss) from continuing operations before income taxes, significant items, non-operating (benefits) costs, amortization of intangibles (existing as of Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP) | $ | (19) | | | $ | (169) | | | $ | 2,500 | | | $ | 1,967 | |
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Provision for (benefit from) income taxes on continuing operations (GAAP) | $ | (74) | | | $ | (28) | | | $ | 372 | | | $ | 434 | |
Add: Tax benefits on significant items (benefit) charge1 | 92 | | | (4) | | | 126 | | | 47 | |
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Tax expenses on non-operating (benefits) costs | (5) | | | (73) | | | (38) | | | (225) | |
Tax benefits on amortization of intangibles (existing as of Separation) | 40 | | | 40 | | | 119 | | | 120 | |
Tax benefits on mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (2) | | | (4) | | | (1) | | | 1 | |
Tax benefits on exchange gains (losses)2 | (55) | | | (5) | | | (66) | | | (11) | |
Provision for (benefit from) income taxes on continuing operations before significant items, non-operating (benefits) costs, amortization of intangibles (existing as of Separation), mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges, and exchange gains (losses) (Non-GAAP) | $ | (4) | | | $ | (74) | | | $ | 512 | | | $ | 366 | |
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Effective income tax rate (GAAP) | 18.7 | % | | (350.0) | % | | 22.8 | % | | 20.7 | % |
Significant items, non-operating (benefits) costs, amortization of intangibles (existing as of Separation), and mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges effect | (222.5) | % | | 393.9 | % | | 1.3 | % | | (1.1) | % |
Tax rate from continuing operations before significant items, non-operating (benefits) costs, amortization of intangibles (existing as of Separation), and mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | (203.8) | % | | 43.9 | % | | 24.1 | % | | 19.6 | % |
Exchange gains (losses), net effect2 | 224.9 | % | | (0.1) | % | | (3.6) | % | | (1.0) | % |
Base income tax rate from continuing operations (Non-GAAP) | 21.1 | % | | 43.8 | % | | 20.5 | % | | 18.6 | % |
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1. See page A-10 for further detail on the Significant Items. |
2. See page A-15 for further details of exchange gains (losses). |
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A-15
Corteva, Inc.
(Dollars in millions, except per share amounts)
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Exchange Gains (Losses) | | | | | | | | |
The Company routinely uses foreign currency exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities. The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize, on an after-tax basis, the effects of exchange rate changes on net monetary asset positions. The hedging program gains (losses) are largely taxable (tax deductible) in the United States (U.S.), whereas the offsetting exchange gains (losses) on the remeasurement of the net monetary asset positions are often not taxable (tax deductible) in their local jurisdictions. The net pre-tax exchange gains (losses) are recorded in other income - net and the related tax impact is recorded in provision for (benefit from) income taxes on continuing operations in the Consolidated Statements of Operations. |
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| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
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Subsidiary Monetary Position Gain (Loss) | | | | | | | | |
Pre-tax exchange gains (losses) | | $ | (80) | | | $ | (32) | | | $ | (120) | | | $ | (47) | |
Local tax (expenses) benefits | | (40) | | | 3 | | | (61) | | | (11) | |
Net after tax impact from subsidiary exchange gains (losses) | | $ | (120) | | | $ | (29) | | | $ | (181) | | | $ | (58) | |
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Hedging Program Gain (Loss) | | | | | | | | |
Pre-tax exchange gains (losses) | | $ | 67 | | | $ | 34 | | | $ | 24 | | | $ | — | |
Tax (expenses) benefits | | (15) | | | (8) | | | (5) | | | — | |
Net after tax impact from hedging program exchange gains (losses) | | $ | 52 | | | $ | 26 | | | $ | 19 | | | $ | — | |
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Total Exchange Gain (Loss) | | | | | | | | |
Pre-tax exchange gains (losses) | | $ | (13) | | | $ | 2 | | | $ | (96) | | | $ | (47) | |
Tax (expenses) benefits | | (55) | | | (5) | | | (66) | | | (11) | |
Net after tax exchange gains (losses) | | $ | (68) | | | $ | (3) | | | $ | (162) | | | $ | (58) | |
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As shown above, the "Total Exchange Gain (Loss)" is the sum of the "Subsidiary Monetary Position Gain (Loss)" and the "Hedging Program Gain (Loss)." |
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