EIDP, Inc. [CTA-PA] Filings

10-Q 1 ctva-20240630.htm 10-Q ctva-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 001-38710

Corteva, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

82-4979096

(State or other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

9330 Zionsville Road,

Indianapolis,

Indiana

46268

(833)

267-8382

974 Centre Road,

Wilmington,

Delaware

19805

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, including area code)

Commission File Number 1-815

EIDP, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

51-0014090

(State or other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

9330 Zionsville Road,

Indianapolis,

Indiana

46268

(833)

267-8382

974 Centre Road,

Wilmington,

Delaware

19805

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act for Corteva, Inc.:


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

Securities registered pursuant to Section 12(b) of the Act for EIDP, Inc.:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
$3.50 Series Preferred Stock	CTAPrA	New York Stock Exchange
$4.50 Series Preferred Stock	CTAPrB	New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Corteva, Inc.

Yes

EIDP, Inc.

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Corteva, Inc.

Yes

EIDP, Inc.

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Corteva, Inc.

Large Accelerated Filer

Accelerated Filer o

Non-Accelerated Filer

Smaller reporting company o

Emerging growth company o

EIDP, Inc.

Large Accelerated Filer

Accelerated Filer o

Non-Accelerated Filer

Smaller reporting company o

Emerging growth company o

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.


Corteva, Inc.			o
EIDP, Inc.			o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Corteva, Inc.

Yes

EIDP, Inc.

Yes

Corteva, Inc. had 692,247,000 shares of common stock, par value $0.01 per share, outstanding at July 25, 2024.

EIDP, Inc. had 200 shares of common stock, par value $0.30 per share, outstanding at July 25, 2024, all of which are held by Corteva, Inc.

EIDP, Inc. meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q (as modified by a grant of no-action relief dated February 12, 2018) and is therefore filing this form with reduced disclosure format.

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CORTEVA, Inc.

EIDP, Inc.

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		Page
Explanatory Note
Part I	Financial Information

Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Equity	7
	Notes to the Interim Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
	Cautionary Statements About Forward-Looking Statements	40
	Recent Developments	41
	Overview	42
	Results of Operations	43

	Recent Accounting Pronouncements	47
	Segment Reviews	47
	Non-GAAP Financial Measures	50
	Liquidity & Capital Resources	53

	Contractual Obligations	56

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	57

Part II	Other Information

Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 5.	Other Information	60
Item 6.	Exhibits	61
Exhibit Index		61
Signature		62
Consolidated Financial Statements of EIDP, Inc. (Unaudited)		63

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Explanatory Note

Corteva owns 100% of the outstanding common stock of EIDP (defined below). EIDP is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Securities Exchange Act of 1934, as amended.

Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to:

• "Corteva" or "the company" refers to Corteva, Inc. and its consolidated subsidiaries (including EIDP);

• "EIDP" refers to EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company) and its consolidated subsidiaries or EIDP excluding its consolidated subsidiaries, as the context may indicate;

• "DowDuPont" refers to DowDuPont Inc. and its subsidiaries prior to the Separation of Corteva (defined below);

• "Historical Dow" refers to The Dow Chemical Company and its consolidated subsidiaries prior to the Internal Reorganization (defined below);

• "Historical DuPont" refers to EIDP prior to the Internal Reorganization (defined below);

• "Internal Reorganizations" refers to the series of internal reorganization and realignment steps undertaken by Historical DuPont and Historical Dow to realign its business into three groups: agriculture, materials science and specialty products. Refer to the company’s Annual Report on Form 10-K for the year ended December 31, 2023 for further information.

• "Dow Distribution" refers to the separation of DowDuPont's materials science business into a separate and independent public company, on April 1, 2019 by way of a distribution of Dow Inc. through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow Inc.’s common stock;

• "Merger” refers to the all-stock merger of equals strategic combination between Historical Dow and Historical DuPont on August 31, 2017;

• "Dow" refers to Dow Inc. after the Dow Distribution;

• "DuPont" refers to DuPont de Nemours, Inc. after the Separation of Corteva (on June 1, 2019, DowDuPont Inc. changed its registered name to DuPont de Nemours, Inc.);

• "Separation" or "Separation of Corteva" refers to June 1, 2019, when Corteva, Inc. became an independent, publicly
traded company;

• "Corteva Distribution" refers to the pro rata distribution of all of the then-issued and outstanding shares of Corteva, Inc.'s common stock on June 1, 2019, which was then a wholly-owned subsidiary of DowDuPont, to holders of DowDuPont's common stock as of the close of business on May 24, 2019;

• "Distributions" refers to the Dow Distribution and the Corteva Distribution; and

• “Letter Agreement” refers to the Letter Agreement executed by DuPont and Corteva on June 1, 2019, which sets forth certain additional terms and conditions related to the Separation, including certain limitations on each party’s ability to transfer certain businesses and assets to third parties without assigning certain of such party’s indemnification obligations under the Corteva Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions.

This Quarterly Report on Form 10-Q is a combined report being filed separately by Corteva, Inc. and EIDP. The information in this Quarterly Report on Form 10-Q is equally applicable to Corteva, Inc. and EIDP, except where otherwise indicated.

The separate EIDP financial statements and footnotes for areas that differ from Corteva, are included within this Quarterly Report on Form 10-Q and begin on page 63. Footnotes of EIDP that are identical to that of Corteva are cross-referenced accordingly.

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PART I. FINANCIAL INFORMATION

Item 1.CONSOLIDATED FINANCIAL STATEMENTS

Corteva, Inc.

Consolidated Statements of Operations (Unaudited)


(In millions, except per share amounts)	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net sales	$	6,112	$	6,045	$	10,604	$	10,929
Cost of goods sold	2,918		3,137		5,468		5,908
Research and development expense	357		329		689		645
Selling, general and administrative expenses	1,054		1,045		1,790		1,771
Amortization of intangibles	174		174		351		334
Restructuring and asset related charges - net	92		60		167		93
Other income (expense) - net	(113)		(134)		(212)		(205)
Interest expense	66		82		107		113
Income (loss) from continuing operations before income taxes	1,338		1,084		1,820		1,860
Provision for (benefit from) income taxes on continuing operations	282		204		388		373
Income (loss) from continuing operations after income taxes	1,056		880		1,432		1,487
Income (loss) from discontinued operations after income taxes	—		(163)		47		(171)
Net income (loss)	1,056		717		1,479		1,316
Net income (loss) attributable to noncontrolling interests	3		3		7		7
Net income (loss) attributable to Corteva	$	1,053	$	714	$	1,472	$	1,309
Basic earnings (loss) per share of common stock:
Basic earnings (loss) per share of common stock from continuing operations	$	1.51	$	1.23	$	2.04	$	2.08
Basic earnings (loss) per share of common stock from discontinued operations	—		(0.23)		0.07		(0.24)
Basic earnings (loss) per share of common stock	$	1.51	$	1.00	$	2.11	$	1.84
Diluted earnings (loss) per share of common stock:
Diluted earnings (loss) per share of common stock from continuing operations	$	1.51	$	1.23	$	2.03	$	2.07
Diluted earnings (loss) per share of common stock from discontinued operations	—		(0.23)		0.07		(0.24)
Diluted earnings (loss) per share of common stock	$	1.51	$	1.00	$	2.10	$	1.83

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

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Corteva, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)


(In millions)	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income (loss)	$	1,056	$	717	$	1,479	$	1,316
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments	(326)		148		(630)		282
Adjustments to pension benefit plans	—		1		1		3
Adjustments to other benefit plans	(3)		(2)		(5)		(4)
Unrealized gain (loss) on investments	(1)		—		(23)		—
Derivative instruments	16		(85)		10		(152)
Total other comprehensive income (loss)	(314)		62		(647)		129
Comprehensive income (loss)	742		779		832		1,445
Comprehensive income (loss) attributable to noncontrolling interests - net of tax	3		3		7		7
Comprehensive income (loss) attributable to Corteva	$	739	$	776	$	825	$	1,438

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

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Corteva, Inc.

Consolidated Balance Sheets (Unaudited)


(In millions, except share amounts)	June 30, 2024		December 31, 2023		June 30, 2023
Assets
Current assets
Cash and cash equivalents	$	1,839	$	2,644	$	2,563
Marketable securities	120		98		53
Accounts and notes receivable - net	7,615		5,488		7,955
Inventories	4,893		6,899		5,628
Other current assets	892		1,131		1,008

Total current assets	15,359		16,260		17,207
Investment in nonconsolidated affiliates	113		115		83
Property, plant and equipment	9,088		8,956		8,797
Less: Accumulated depreciation	4,933		4,669		4,491
Net property, plant and equipment	4,155		4,287		4,306
Goodwill	10,490		10,605		10,539
Other intangible assets	9,238		9,626		9,985
Deferred income taxes	538		584		524
Other assets	1,571		1,519		1,545

Total Assets	$	41,464	$	42,996	$	44,189
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations	$	2,253	$	198	$	3,023
Accounts payable	3,300		4,280		3,379
Income taxes payable	488		174		396
Deferred revenue	413		3,406		656
Accrued and other current liabilities	2,499		2,351		2,892

Total current liabilities	8,953		10,409		10,346
Long-term debt	2,471		2,291		2,290
Other noncurrent liabilities
Deferred income tax liabilities	607		899		1,134
Pension and other post employment benefits - noncurrent	2,452		2,467		2,236
Other noncurrent obligations	1,560		1,651		1,722

Total noncurrent liabilities	7,090		7,308		7,382
Commitments and contingent liabilities
Stockholders’ equity
Common stock, $0.01 par value; 1,666,667,000 shares authorized; issued at June 30, 2024 - 693,617,000; December 31, 2023 - 701,260,000; and June 30, 2023 - 709,516,000	7		7		7
Additional paid-in capital	27,504		27,748		27,877

Retained earnings (accumulated deficit)	992		(41)		1,013
Accumulated other comprehensive income (loss)	(3,324)		(2,677)		(2,677)
Total Corteva stockholders’ equity	25,179		25,037		26,220
Noncontrolling interests	242		242		241
Total equity	25,421		25,279		26,461
Total Liabilities and Equity	$	41,464	$	42,996	$	44,189

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

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Corteva, Inc.

Consolidated Statements of Cash Flows (Unaudited)


(In millions)	Six Months Ended June 30,
	2024		2023
Operating activities
Net income (loss)	$	1,479	$	1,316
(Income) loss from discontinued operations after income taxes	(47)		171
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization	619		593
Provision for (benefit from) deferred income tax	(303)		(129)
Net periodic pension and OPEB (credits) costs	82		71
Pension and OPEB contributions	(95)		(91)
Net (gain) loss on sales of property, businesses, consolidated companies and investments	(17)		(1)
Restructuring and asset related charges - net	167		93
Other net loss	245		192
Changes in assets and liabilities, net
Accounts and notes receivable	(2,427)		(1,892)
Inventories	1,783		1,320
Accounts payable	(913)		(1,560)
Deferred revenue	(2,978)		(2,758)
Other assets and liabilities	406		195
Cash provided by (used for) operating activities - continuing operations	(1,999)		(2,480)
Cash provided by (used for) operating activities - discontinued operations	(159)		(19)
Cash provided by (used for) operating activities	(2,158)		(2,499)
Investing activities
Capital expenditures	(262)		(250)
Proceeds from sales of property, businesses and consolidated companies - net of cash divested	20		34
Acquisitions of businesses - net of cash acquired	—		(1,463)
Investments in and loans to nonconsolidated affiliates	—		(4)

Purchases of investments	(136)		(7)
Proceeds from sales and maturities of investments	65		106
Proceeds from settlement of net investment hedge	15		42
Other investing activities, net	(7)		(2)
Cash provided by (used for) investing activities	(305)		(1,544)
Financing activities
Net change in borrowings (less than 90 days)	628		885
Proceeds from debt	2,559		3,427
Payments on debt	(943)		(372)
Repurchase of common stock	(504)		(332)
Proceeds from exercise of stock options	28		26
Dividends paid to stockholders	(223)		(213)


Other financing activities, net	(27)		(42)
Cash provided by (used for) financing activities	1,518		3,379
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents	(72)		9
Increase (decrease) in cash, cash equivalents and restricted cash equivalents	(1,017)		(655)
Cash, cash equivalents and restricted cash equivalents at beginning of period	3,158		3,618
Cash, cash equivalents and restricted cash equivalents at end of period1	$	2,141	$	2,963

1. See page 15 for reconciliation of cash and cash equivalents and restricted cash equivalents presented in interim Consolidated Balance Sheets to total cash, cash equivalents and restricted cash equivalents presented in the interim Consolidated Statements of Cash Flows.

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

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Corteva, Inc.

Consolidated Statements of Equity (Unaudited)


(In millions, except per share amounts)	Common Stock		Additional Paid-in Capital		Retained Earnings (Accum. Deficit)		Accumulated Other Comp. Income (Loss)		Non- Controlling Interests		Total Equity
2023
Balance at January 1, 2023	$	7	$	27,851	$	250	$	(2,806)	$	239	$	25,541
Net income (loss)					595				4		599
Other comprehensive income (loss)							67				67
Share-based compensation			(14)								(14)
Common dividends ($0.15 per share)					(107)						(107)
Issuance of Corteva stock			7								7
Repurchase of common stock					(252)						(252)
Other - net					1				(3)		(2)
Balance at March 31, 2023	$	7	$	27,844	$	487	$	(2,739)	$	240	$	25,839
Net income (loss)					714				3		717
Other comprehensive income (loss)							62				62
Share-based compensation			14		(1)						13
Common dividends ($0.15 per share)					(107)						(107)
Issuance of Corteva stock			19								19
Repurchase of common stock					(81)						(81)
Other - net					1				(2)		(1)
Balance at June 30, 2023	$	7	$	27,877	$	1,013	$	(2,677)	$	241	$	26,461


(In millions, except per share amounts)	Common Stock		Additional Paid-in Capital		Retained Earnings (Accum. Deficit)		Accumulated Other Comp. Income (Loss)		Non-Controlling Interests		Total Equity
2024
Balance at January 1, 2024	$	7	$	27,748	$	(41)	$	(2,677)	$	242	$	25,279
Net income (loss)					419				4		423
Other comprehensive income (loss)							(333)				(333)
Share-based compensation			3		(1)						2
Common dividends ($0.16 per share)			(112)								(112)
Issuance of Corteva stock			8								8
Repurchase of common stock			(178)		(74)						(252)
Other - net			(1)		(1)				(5)		(7)
Balance at March 31, 2024	$	7	$	27,468	$	302	$	(3,010)	$	241	$	25,008
Net income (loss)					$	1,053			3		1,056
Other comprehensive income (loss)							(314)				(314)
Share-based compensation			15								15
Common dividends ($0.16 per share)					(111)						(111)
Issuance of Corteva stock			20								20
Repurchase of common stock					(252)						(252)
Other - net			1						(2)		(1)
Balance at June 30, 2024	$	7	$	27,504	$	992	$	(3,324)	$	242	$	25,421

See Notes to the Interim Consolidated Financial Statements beginning on page 8.

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


			Corteva, Inc.
			Notes to the Interim Consolidated Financial Statements (Unaudited)

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Note		Page
1	Summary of Significant Accounting Policies	9
2	Recent Accounting Guidance	9
3	Business Combinations	10
4	Revenue	10
5	Restructuring and Asset Related Charges - Net	12
6	Supplementary Information	14
7	Income Taxes	15
8	Earnings Per Share of Common Stock	16
9	Accounts and Notes Receivable - Net	17
10	Inventories	18
11	Other Intangible Assets	18
12	Short-Term Borrowings, Long-Term Debt and Available Credit Facilities	18
13	Commitments and Contingent Liabilities	20
14	Stockholders' Equity	29
15	Pension Plans and Other Post Employment Benefits	31
16	Financial Instruments	32
17	Fair Value Measurements	37
18	Segment Information	37

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Results for interim periods should not be considered indicative of results for a full year. These interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, collectively referred to as the “2023 Annual Report.” The interim Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained. The interim Consolidated Financial Statements and other financial information included in this Form 10-Q, unless otherwise specified, have been presented to separately show the effects of discontinued operations.

During the fourth quarter of 2023, the company made the decision, which was retrospectively applied, to adjust the presentation of the interim Consolidated Statement of Cash Flows to separately present the cash provided by (used for) operating activities – discontinued operations, which was previously presented within cash provided by (used for) operating activities. See Note 13 – Commitments and Contingent Liabilities, to the interim Consolidated Financial Statements, for additional information on discontinued operations activities.

Since 2018, Argentina has been considered a hyper-inflationary economy under U.S. GAAP and therefore the U.S. Dollar (“USD”) is the functional currency for our related subsidiaries. Argentina contributes approximately 4 percent and 3 percent to the company's annual net sales and segment operating EBITDA, respectively. The company remeasures net monetary assets utilizing the official Argentine Peso (“Peso”) to USD exchange rate. The ability to draw down Peso cash balances is limited at this time due to government restrictions and market availability of U.S. Dollars. The devaluation of the Peso relative to the USD over the last several years has resulted in the recognition of exchange losses (refer to Note 6 – Supplementary Information, to the interim Consolidated Financial Statements, and Note 7 – Supplementary Information, to the Consolidated Financial Statements, in the company's 2023 Annual Report). The Argentina government has offered USD-denominated bonds to importers, the proceeds from which could be used to pay off outstanding intercompany payables. During the first quarter of 2024, the company purchased $125 million of these foreign government bonds as part of its strategy to manage its net monetary asset exposure in Argentina. Refer to the “Debt Securities” section in Note 16 - Financial Instruments, for additional information. As of June 30, 2024, a further 10 percent deterioration in the official Peso to USD exchange rate would not have a significant impact on the USD value of our net monetary assets or pre-tax earnings. The company will continue to assess the implications to our operations and financial reporting.

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Accounting Guidance Issued But Not Adopted as of June 30, 2024

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative threshold. Further, the ASU requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply it retrospectively. Early adoption is permitted. The adoption of this guidance will result in the company being required to include enhanced income tax related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU includes amendments that expand the existing reportable segment disclosure requirements and requires disclosure of (i) significant expense categories and amounts by reportable segment as well as the segment’s profit or loss measure(s) that are regularly provided to the chief operating decision maker (the “CODM”) to allocate resources and assess performance; (ii) how the CODM uses each reported segment profit or loss measure to allocate resources and assess performance; (iii) the nature of other segment balances contributing to reported segment profit or loss that are not captured within segment revenues or expenses; and (iv) the title and position of the individual or name of the group or committee identified as the CODM. This guidance requires retrospective application to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance will result in the company being required to include enhanced disclosures relating to its reportable segments.

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The amendments in this ASU are intended to facilitate consistency in the application of accounting guidance upon the formation of entities qualifying as joint ventures. It generally requires the use of business combinations accounting at the joint venture formation date, which would result in the contributed assets/liabilities being revalued to fair value and potentially result in the recognition of goodwill and other intangible assets on the joint venture’s financial statements. It does not alter the ongoing accounting for the joint venture’s operations. This guidance is effective for joint ventures with formation dates on or after January 1, 2025. Prospective application is required, with early adoption permitted. Retrospective application can be elected for joint ventures formed before January 1, 2025. The company does not expect the impact of adoption to be material.

NOTE 3 - BUSINESS COMBINATIONS

On March 1, 2023 ("Acquisition Date"), Corteva completed the acquisitions of all the outstanding equity interests in Stoller Group, Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies. The purchase price for Stoller and Symborg was $1,220 million, inclusive of a working capital adjustment, and $370 million, respectively. These acquisitions supplement the Crop Protection business with additional biological tools that complement evolving farming practices.

The company finalized the purchase price allocation and assessment of the fair value of the assets acquired and liabilities assumed as of the Acquisition Date in the first quarter of 2024. There were no material adjustments recognized during the measurement period. For additional information regarding the acquisition of Stoller and Symborg, see Note 4 - Business Combinations, to the Consolidated Financial Statements, in the company's 2023 Annual Report.

NOTE 4 - REVENUE

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. The company applies the practical expedient to disclose the transaction price allocated to the remaining performance obligations for only those contracts with an original duration of more than one year. The transaction price allocated to remaining performance obligations with an original duration of more than one year related to material rights granted to customers for contract renewal options were $138 million, $134 million and $131 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively. The company expects revenue to be recognized for the remaining performance obligations evenly over the period of one year to six years.

Contract Balances

Contract liabilities primarily reflect deferred revenue from prepayments under contracts with customers where the company receives advance payments for products to be delivered in future periods. Corteva classifies deferred revenue as current or noncurrent based on the timing of when the company expects to recognize revenue. Contract assets primarily include amounts related to conditional rights to consideration for completed performance not yet invoiced. Accounts receivable are recorded when the right to consideration becomes unconditional.


Contract Balances	June 30, 2024		December 31, 2023		June 30, 2023
(In millions)
Accounts and notes receivable - trade1	$	6,388	$	4,329	$	6,575
Contract assets - current2	29		27		27
Contract assets - noncurrent3	71		67		66
Deferred revenue - current	413		3,406		656
Deferred revenue - noncurrent4	110		108		107

1.Included in accounts and notes receivable - net in the interim Consolidated Balance Sheets.

2.Included in other current assets in the interim Consolidated Balance Sheets.

3.Included in other assets in the interim Consolidated Balance Sheets.

4.Included in other noncurrent obligations in the interim Consolidated Balance Sheets.

Revenue recognized during the six months ended June 30, 2024 and 2023 from amounts included in deferred revenue at the beginning of the period was $3,150 million and $3,201 million, respectively.

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Disaggregation of Revenue

Corteva's operations are classified into two reportable segments: Seed and Crop Protection. The company disaggregates its revenue by major product line and geographic region, as the company believes it best depicts the nature, amount and timing of its revenue and cash flows. Net sales by major product line are included below:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Corn	$	2,683	$	2,673	$	4,770	$	4,652
Soybean	1,317		1,255		1,609		1,524
Other oilseeds	186		194		431		495
Other	145		142		272		288
Seed	4,331		4,264		7,082		6,959
Herbicides	946		986		1,832		2,228
Insecticides	415		331		788		740
Fungicides	250		252		545		611
Other	170		212		357		391
Crop Protection	1,781		1,781		3,522		3,970
Total	$	6,112	$	6,045	$	10,604	$	10,929

Sales are attributed to geographic regions based on customer location. Net sales by geographic region and segment are included below:


Seed	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
North America1	$	3,753	$	3,696	$	5,224	$	5,019
EMEA2	251		231		1,169		1,243
Latin America	207		208		478		467
Asia Pacific	120		129		211		230
Total	$	4,331	$	4,264	$	7,082	$	6,959


Crop Protection	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
North America1	$	647	$	623	$	1,263	$	1,502
EMEA2	422		483		1,092		1,284
Latin America	443		400		687		693
Asia Pacific	269		275		480		491
Total	$	1,781	$	1,781	$	3,522	$	3,970

1.Represents U.S. & Canada.

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

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

Crop Protection Operations Strategy Restructuring Program

On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external partners (the "Crop Protection Operations Strategy Restructuring Program"). The plan includes the exit of the company’s production activities at its site in Pittsburg, California, as well as ceasing operations in select manufacturing lines at other locations.

The company expects to record aggregate pre-tax restructuring and asset related charges of $410 million to $460 million, comprised of $70 million to $90 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges and $20 million to $30 million of costs related to contract terminations. Reductions in workforce are subject to local regulatory requirements. Through the second quarter of 2024, the company recorded net pre-tax restructuring and asset related charges of $343 million, comprised of $41 million of severance and related benefit costs, $299 million of asset-related and impairment charges and $3 million of costs related to contract terminations. The pre-tax restructuring and asset related charges noted above includes charges relating to spare parts write-offs recognized during the fourth quarter of 2023, which impacted the Crop Protection segment, and were included in cost of goods sold, in the company’s Consolidated Statement of Operations for the year ended December 31, 2023. See Note 23 – Segment Information, to the Consolidated Financial Statements, in the company’s 2023 Annual Report for additional information.

Future cash payments related to these charges are anticipated to be $90 million to $120 million, which primarily relate to the payment of severance and related benefits and contract terminations. Through the second quarter of 2024, the company paid $3 million associated with these charges. The restructuring actions associated with these charges are expected to be substantially complete in 2024.

The following table is a summary of charges incurred related to the Crop Protection Operations Strategy Restructuring Program for the three and six months ended June 30, 2024.


(In millions)	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
Severance and related benefit costs1	$	27	$	41
Asset related charges2	32		73

Total restructuring and asset related charges - net	$	59	$	114

1.Reflects corporate-related charges.

2.Reflects charges associated with the Crop Protection segment.

A reconciliation of the December 31, 2023 to the June 30, 2024 liability balances related to the Crop Protection Operations Strategy Restructuring Program is summarized below:


(In millions)	Severance and Related Benefit Costs		Asset Related		Total
Balance at December 31, 2023	$	—	$	—	$	—
Charges to income from continuing operations	41		73		114

Asset write-offs	—		(73)		(73)
Balance at June 30, 2024	$	41	$	—	$	41

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 separate announcement to withdraw from Russia (“Russia Exit”) (collectively the “2022 Restructuring Actions”). Through the second quarter of 2024, the company recorded net pre-tax restructuring and other charges of $369 million inception-to-date under the 2022 Restructuring Actions, consisting of $131 million of severance and related benefit costs, $114 million of asset related charges, $67 million of costs related to contract terminations (including early lease terminations) and $57 million of other charges. The company does not anticipate any additional material charges from the 2022 Restructuring Actions as actions associated with this charge are substantially complete.

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Cash payments related to these charges are anticipated to be up to $210 million, of which approximately $170 million has been paid through June 30, 2024, and primarily relate to the payment of severance and related benefits, contract terminations and other charges.

The total net pre-tax restructuring and other charges recognized through the second quarter of 2024 included $53 million associated with the Russia Exit. The Russia Exit net pre-tax restructuring charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges, and $30 million of costs related to contract terminations (including early lease terminations). Other pre-tax charges associated with the Russia Exit were recorded to cost of goods sold and other income (expense) – net in the Consolidated Statement of Operations, relating to inventory write-offs of $3 million and settlement costs of $8 million, respectively.

The following table is a summary of charges incurred related to the 2022 Restructuring Actions for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Severance and related benefit costs1	$	—	$	—	$	—	$	4
Asset related charges	(2)		4		(2)		11
Contract termination charges3	—		3		—		3
Total restructuring and asset related charges - net2,3	$	(2)	$	7	$	(2)	$	18

1.Reflects corporate-related charges.

2.The three and six months ended June 30, 2024, reflects a benefit of $(2) million associated with sales of inventory previously reserved for impacting the Seed segment. The three and six months ended June 30, 2023 reflects charges of $3 million and $9 million, respectively, impacting the Seed segment, and $4 million and $5 million, respectively, impacting the Crop Protection segment.

3.This amount excludes other pre-tax charges recorded during the three and six months ended June 30, 2024 and 2023 impacting the Seed segment included in cost of goods sold and other income (expense) – net, in the company’s interim Consolidated Statement of Operations, relating to inventory write-offs and a loss on the sale of the company's interest in an equity investment. See Note 18 - Segment Information, to the interim Consolidated Financial Statements, for additional information.

A reconciliation of the December 31, 2023 to the June 30, 2024 liability balances related to the 2022 Restructuring Actions is summarized below:


(In millions)	Severance and Related Benefit Costs		Asset Related		Contract Termination1		Total
Balance at December 31, 2023	$	48	$	1	$	9	$	58
Charges to income from continuing operations	—		(2)		—		(2)
Payments	(16)		2		—		(14)

Balance at June 30, 2024	$	32	$	1	$	9	$	42

1.The liability for contract terminations includes lease obligations.

Other Asset Related Charges

The company recognized charges of $35 million and $55 million for the three and six months ended June 30, 2024 respectively, and $52 million and $68 million for the three and six months ended June 30, 2023 respectively, in restructuring and asset related charges - net, in the interim Consolidated Statement of Operations, from 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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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6 - SUPPLEMENTARY INFORMATION


Other Income (Expense) - Net	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Interest income	$	25	$	54	$	60	$	94
Equity in earnings (losses) of affiliates - net	(1)		3		7		6
Net gain (loss) on sales of businesses and other assets	13		2		17		1
Net exchange gains (losses)1	(78)		(104)		(137)		(140)
Non-operating pension and other post employment benefit credits (costs)2	(36)		(30)		(72)		(61)
Miscellaneous income (expenses) - net3	(36)		(59)		(87)		(105)
Other income (expense) - net	$	(113)	$	(134)

EIDP, Inc. [CTA-PA] Filings

EIDP, Inc. [CTA-PB] Filings