Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note Disclosure [Text Block]

STOCKHOLDERS' EQUITY

Common Stock

As discussed in Note 1 - Background and Basis of Presentation, on June 1, 2019, Corteva, Inc.'s common stock was distributed to DowDuPont stockholders by way of a pro rata distribution. Each DowDuPont stockholder received one share of Corteva, Inc. common stock for every three shares of DowDuPont common stock held at the close of business on May 24, 2019, the record date of distribution. Corteva, Inc.'s common stock began trading the "regular way" under the ticker symbol "CTVA" on June 3, 2019, the first business day after June 1, 2019. The number of Corteva, Inc. common shares issued on June 1, 2019 was 748,815,000 (par value of $0.01 per share). Information related to the Corteva Distribution and its effect on the company's financial statements are discussed throughout these Notes to the Consolidated Financial Statements.

Set forth below is a reconciliation of common stock share activity for the years ended December 31, 2020 and 2019:


Shares of common stock			Issued
Balance June 1, 2019			748,815,000
Issued			586,000
Repurchased and retired			(824,000)
Balance December 31, 2019			748,577,000
Issued			3,384,000
Repurchased and retired			(8,503,000)

Balance December 31, 2020			743,458,000

Share Buyback Plan

On June 26, 2019, Corteva, Inc. announced that its Board of Directors authorized a $1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date. The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.

During the year ended December 31, 2020, the company purchased and retired 8,503,000 shares in the open market for a total cost of $275 million. During the year ended December 31, 2019, the company purchased and retired 824,000 shares in the open market for a total cost of $25 million.

Shares repurchased pursuant to Corteva's share buyback plan are immediately retired upon purchase. Repurchased common stock is reflected as a reduction of stockholders' equity. The company's accounting policy related to its share repurchases is to reduce its common stock based on the par value of the shares and to reduce its retained earnings for the excess of the repurchase price over the par value. When Corteva has an accumulated deficit balance, the excess over the par value is applied to additional paid-in capital. When Corteva has retained earnings, the excess is charged entirely to retained earnings.

Noncontrolling Interest

In June 2020, the company completed the acquisition of the remaining 46.5 percent interest in the Phytogen Seed Company, LLC joint venture from J. G. Boswell Company. As the purchase of the remaining interest did not result in a change of control, the difference between the carrying value of the noncontrolling interest and the consideration paid, net of taxes was recorded within equity.

Corteva, Inc. owns 100% of the outstanding common shares of EID. However, EID has preferred stock outstanding to third parties which is accounted for as a noncontrolling interest in Corteva's Consolidated Balance Sheets. Each share of EID Preferred Stock - $4.50 Series and EID Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EID and was unaffected by the Corteva Distribution.

Below is a summary of the EID Preferred Stock at December 31, 2020 and December 31, 2019 which is classified as noncontrolling interests in the Corteva Consolidated Balance Sheets.


(Shares in thousands)			Number of Shares
Authorized			23,000
$4.50 Series, callable at $120			1,673
$3.50 Series, callable at $102			700

Other Comprehensive (Loss) Income

The changes and after-tax balances of components comprising accumulated other comprehensive (loss) income are summarized below:


(In millions)	Cumulative Translation Adjustment1		Derivative Instruments		Pension Benefit Plans		Other Benefit Plans		Unrealized Gain (Loss) on Investments2		Total
2018
Balance January 1, 2018	$	(1,217)	$	(2)	$	95	$	(53)	$	—	$	(1,177)
Other comprehensive (loss) income before reclassifications	(1,576)		(19)		(724)		132		—		(2,187)
Amounts reclassified from accumulated other comprehensive income	—		(5)		9		—		—		4
Net other comprehensive (loss) income	(1,576)		(24)		(715)		132		—		(2,183)
Balance December 31, 2018	$	(2,793)	$	(26)	$	(620)	$	79	$	—	$	(3,360)
2019
Other comprehensive (loss) income before reclassifications	$	(274)	$	16	$	(723)	$	(159)	$	—	$	(1,140)
Amounts reclassified from accumulated other comprehensive loss	—		12		5		(1)		—		16
Net other comprehensive (loss) income	(274)		28		(718)		(160)		—		(1,124)
Impact of Internal Reorganizations	1,123		—		91		—		—		1,214
Balance December 31, 2019	$	(1,944)	$	2	$	(1,247)	$	(81)	$	—	$	(3,270)
2020
Other comprehensive (loss) income before reclassifications	$	(26)	$	(81)	$	(191)	$	670	$	(10)	$	362
Amounts reclassified from accumulated other comprehensive loss	—		12		5		1		—		18
Net other comprehensive (loss) income	(26)		(69)		(186)		671		(10)		380
Balance December 31, 2020	$	(1,970)	$	(67)	$	(1,433)	$	590	$	(10)	$	(2,890)

1.The cumulative translation adjustment losses for the year ended December 31, 2020 was primarily driven by the strengthening of the U.S. Dollar ("USD") against the Brazilian Real ("BRL"), partially offset by the weakening of the U.S. Dollar against the Swiss franc ("CHF") and European Euro ("EUR"). The cumulative translation adjustment losses for the years ended December 31, 2019 and 2018 were primarily driven by the strengthening of the U.S. Dollar against the Brazilian Real and European Euro.

2.The unrealized loss on securities during the year ended December 31, 2020 is due to the remeasurement of USD denominated marketable securities held by certain foreign entities at December 31, 2020 with a corresponding offset to cumulative translation adjustment.

The tax benefit (expense) on the net activity related to each component of other comprehensive (loss) income was as follows:


	For the Year Ended December 31,
(In millions)	2020		2019		2018
Derivative instruments	$	24	$	(8)	$	6
Pension benefit plans - net	54		231		199
Other benefit plans - net	(211)		52		(40)

Benefit from (provision for) income taxes related to other comprehensive income (loss) items	$	(133)	$	275	$	165

A summary of the reclassifications out of accumulated other comprehensive loss is provided as follows:


(In millions)	For the Year Ended December 31,
	2020		2019		2018
Derivative Instruments1:	$	18	$	13	$	(6)
Tax (benefit) expense2	(6)		(1)		1
After-tax	$	12	$	12	$	(5)
Amortization of pension benefit plans:
Prior service benefit3,4	(1)		(1)		—
Actuarial losses (gains)3,4,5	$	4	$	2	$	6
Curtailment loss3,4,5	—		—		7
Settlement loss (gain)3,4,5	3		4		(2)
Total before tax	6		5		11
Tax (benefit) expense2	(1)		—		(2)
After-tax	$	5	$	5	$	9
Amortization of other benefit plans:
Prior service benefit3,4	$	—	$	—	$	—
Actuarial (gains) losses3,4	1		(1)		—

Total before tax	1		(1)		—
Tax benefit2	—		—		—
After-tax	$	1	$	(1)	$	—
Total reclassifications for the period, after-tax	$	18	$	16	$	4

1.Reflected in cost of goods sold.

2.Reflected in benefit from income taxes from continuing operations.

3.These accumulated other comprehensive (loss) income components are included in the computation of net periodic benefit (credit) cost of the company's pension and other benefit plans. See Note 20 - Pension Plans and Other Post Employment Benefits, to the Consolidated Financial Statements, for additional information.

4.Reflected in other income (expense) - net.

5.A portion reflected in (Loss) income from discontinued operations after income taxes for the years ended December 31, 2019 and 2018.