EIDP Inc

Previous wording

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (ii) failure to successfully develop and commercialize Corteva’s pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of competition in Corteva's industry; (ix) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (x) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xi) effect of volatility in Corteva's input costs; (xii) risk related to geopolitical and military conflict; (xiii) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xiv) risks related to Corteva's global operations; (xv) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xvi) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xvii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xix) increases in pension and other post-employ…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (ii) failure to successfully develop and commercialize Corteva’s pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of competition in Corteva's industry; (ix) competitor’s establishment of an intermediary platform for distribution of Corteva's products; (x) impact of Corteva's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xi) effect of volatility in Corteva's input costs; (xii) risk related to geopolitical and military conflict; (xiii) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xiv) risks related to Corteva's global operations; (xv) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xvi) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xvii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xix) increases in pension and other post-employ…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

The company expects to record aggregate pre-tax restructuring and asset related charges of $410 million to $460 million, comprised of $70 million to $90 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges and $20 million to $30 million of costs related to contract terminations. Reductions in workforce are subject to local regulatory requirements. Through the first quarter of 2024, the company recorded net pre-tax restructuring and asset related charges of $284 million, comprised of $14 million of severance and related benefit costs, $267 million of asset-related and impairment charges and $3 million of costs related to contract terminations.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

In connection with the company’s shift to a global business unit model during 2022, the company assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential. As a result of this assessment, the company committed to restructuring actions during the second quarter of 2022, which included the company’s Russia Exit (collectively the “2022 Restructuring Actions”). Through the first quarter of 2024, the company recorded pre-tax restructuring and other charges of $373 million inception-to-date under the 2022 Restructuring Actions, consisting of $131 million of severance and related benefit costs, $116 million of asset related charges, $67 million of costs related to contract terminations (including early lease terminations) and $59 million of other charges. The company does not anticipate any additional material charges from the 2022 Restructuring Actions as actions associated with this charge are substantially complete.

Current wording

In connection with the company’s shift to a global business unit model during 2022, the company assessed its business priorities and operational structure to maximize the customer experience and deliver on growth and earnings potential. As a result of this assessment, the company committed to restructuring actions during the second quarter of 2022, which included the company’s Russia Exit (collectively the “2022 Restructuring Actions”). Through the 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.

Previous wording

Cash payments related to these charges are anticipated to be up to $210 million, of which approximately $160 million has been paid through March 31, 2024, and primarily relate to the payment of severance and related benefits, contract terminations and other charges.

Current wording

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.

Previous wording

The total pre-tax restructuring and other charges recognized through the three months ended March 31, 2024 included $53 million associated with the Russia Exit. The Russia Exit pre-tax restructuring charges consisted of $6 million of severance and related benefit costs, $6 million of asset related charges and $30 million of costs related to contract terminations (including early lease terminations). Other pre-tax charges associated with the Russia Exit were recorded to cost of goods sold and other income (expense) – net in the Consolidated Statement of Operations, relating to inventory write-offs of $3 million and settlement costs of $8 million, respectively.

Current wording

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.

Previous wording

On September 13, 2022, Corteva, Inc. announced that its Board of Directors authorized a $2 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2022 Share Buyback Plan"). The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. In connection with the 2022 Share Buyback Plan, the company repurchased and retired 4,630,000 shares in the open market for a cost (excluding excise taxes) of $250 million during the three months ended March 31, 2024.

Current wording

On September 13, 2022, Corteva, Inc. announced that its Board of Directors authorized a $2 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date ("2022 Share Buyback Plan"). The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors. In connection with the 2022 Share Buyback Plan, the company repurchased and retired 4,486,000 shares in the open market for a total cost (excluding excise taxes) of $250 million during the three months ended June 30, 2024, and 9,116,000 shares and

Previous wording

•Cost of goods sold ("COGS") totaled $2,550 million in the first quarter of 2024, down from $2,771 million in the first quarter of 2023, primarily driven by lower volumes and ongoing cost and productivity actions, partially offset by higher input costs, which are primarily macro-economic driven and is expected to subside for crop protection in the second half of 2024.

Current wording

•Cost of goods sold totaled $2,918 million in the second quarter of 2024, down from $3,137 million in the second quarter of 2023, primarily driven by ongoing cost and productivity actions and reduction of royalty expense, partially offset by higher commodity and input costs. These elevated input costs are expected to subside for Crop Protection in the second half of 2024.

Previous wording

•Restructuring and asset related charges - net were $75 million in the first quarter of 2024, an increase from $33 million in the first quarter of 2023. The charges for the three months ended March 31, 2024 primarily relate to severance and asset related charges associated with the Crop Protection Operations Strategy Restructuring Program and non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

Current wording

•Restructuring and asset related charges - net were $92 million in the second quarter of 2024, an increase from $60 million in the second quarter of 2023. The charges for the three months ended June 30, 2024 primarily relate to severance and asset related charges associated with the Crop Protection Operations Strategy Restructuring Program and non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

Previous wording

•Income (loss) from continuing operations after income taxes was $376 million, as compared to $607 million in the same quarter last year.

Current wording

•Income (loss) from continuing operations after income taxes was $1,056 million, as compared to $880 million in the same quarter last year.

Previous wording

•Operating EBITDA was $1,034 million for the three months ended March 31, 2024, down from $1,231 million for the three months ended March 31, 2023, primarily driven by volume declines, unfavorable mix, higher input and production costs and the unfavorable impact of currency, partially offset by seed price execution, the reduction of net royalty expense and ongoing cost and productivity actions. Refer to page 46 for further discussion of the company's Non-GAAP financial measures.

Current wording

•Operating EBITDA was $1,917 million for the three months ended June 30, 2024, up from $1,746 million for the three months ended June 30, 2023, primarily driven by Seed price execution, higher Crop Protection volumes, the reduction of net royalty expense and ongoing cost and productivity actions, partially offset by unfavorable impacts from higher input costs, continued investment in research and development, competitive Crop Protection pricing, and the unfavorable impact of currency. Refer to page 50 for further discussion of the company's Non-GAAP financial measures.

Previous wording

•The company reported net sales of $4,492 million, down 8 percent versus the same quarter last year, reflecting a 9 percent decrease in volume and a 2 percent unfavorable impact from currency, partially offset by a 3 percent increase in price.

Current wording

•The company reported net sales of$10,604 million, down 3 percent versus the same period last year, reflecting a 4 percent decrease in volume and a 1 percent unfavorable impact from currency, partially offset by a 2 percent increase in price.

Previous wording

In addition to the financial highlights above, the following events occurred during the three months ended March 31, 2024:

Current wording

In addition to the financial highlights above, the following events occurred during the six months ended June 30, 2024:

Previous wording

•The company returned approximately $365 million to shareholders during the three months ended March 31, 2024 under its previously announced share repurchase programs and through common stock dividends.

Current wording

•The company returned approximately $730 million to shareholders during the six months ended June 30, 2024 under its previously announced share repurchase programs and through common stock dividends.