EIDP Inc

Previous wording

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.

Current wording

This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; sustainability targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.

Previous wording

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.

Current wording

On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external partners (the "Crop Protection Operations Strategy Restructuring Program"). In October 2024, management of the company amended the Crop Protection Operations Strategy Restructuring Program to include revisions to its previous estimates and decommissioning and demolition costs associated with the ceasing of operations, primarily at the Pittsburg, California site.

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 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.

Current wording

The company expects to record aggregate pre-tax restructuring and asset related charges of $650 million to $700 million, comprised of $85 million to $105 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges and $245 million to $255 million of costs related to exiting the company’s production activities and ceasing operations (which includes related contract terminations and decommissioning and demolition costs). Decommissioning and demolition costs will be expensed on an as-incurred basis. Reductions in workforce are subject to local regulatory requirements. Through the third quarter of 2024, the company recorded net pre-tax restructuring and asset related charges of $372 million, comprised of $60 million of severance and related benefit costs, $309 million of asset-related and impairment charges and $3 million of costs related to contract terminations.

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 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.

Current wording

Cash payments related to these charges are anticipated to be $330 million to $360 million, which primarily relate to the payment of severance and related benefits, contract terminations and decommissioning and demolition. Through the third quarter of 2024, the company paid $10 million associated with these charges. The restructuring actions associated with these charges are expected to be substantially complete by the end of 2026.

Previous wording

The Crop Protection Operations Strategy Restructuring Program is expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving an estimated $100 million of savings on a run rate basis by 2025. Future actions by the company or changes in circumstances from current assumptions, including any site disposition gains or losses, may cause actual results and future cash payments to differ. See Note 5 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements for additional information.

Current wording

The Crop Protection Operations Strategy Restructuring Program is expected to contribute to the company’s ongoing cost and productivity improvement efforts through achieving an estimated $180 million of savings on a run rate basis by 2027. Future actions by the company or changes in circumstances from current assumptions, including any site disposition gains or losses, may cause actual results and future cash payments to differ. See Note 5 - Restructuring and Asset Related Charges - Net, to the Consolidated Financial Statements, for additional information.

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 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.

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”). 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 $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.

Current wording

The remaining cash payments related to these charges is $36 million, and primarily relate to the payment of severance and related benefits and contract terminations.

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 4,486,000 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

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 4,722,000 shares and 4,913,000 shares in the open market for a total cost (excluding excise taxes) of $250 million for both the three months ended September 30, 2024 and 2023, respectively, and 13,838,000 shares and 6,330,000 shares in the open market for a total cost (excluding excise taxes) of $750 million and $330 million during the nine months ended September 30, 2024 and 2023, respectively.

Previous wording

•The company reported net sales of $6,112 million, up 1 percent versus the same quarter last year, reflecting a 2 percent increase in price, partially offset by a 1 percent unfavorable impact from portfolio and other.

Current wording

•The company reported net sales of $2,326 million, down 10 percent versus the same quarter last year, reflecting an 8 percent decrease in price and a 5 percent decrease in currency, partially offset by a 3 percent increase in volume.

Previous 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.

Current wording

•Restructuring and asset related charges - net were $32 million in the third quarter of 2024, an increase from $2 million in the third quarter of 2023. The charges for the three months ended September 30, 2024 primarily relate to severance and asset related charges associated with the Crop Protection Operations Strategy Restructuring Program.

Previous wording

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

Current wording

•Income (loss) from continuing operations after income taxes was $(519) million, as compared to $(315) million in the same quarter last year.

Previous 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.

Current wording

•Operating EBITDA was $(100) million for the three months ended September 30, 2024, down from $18 million for the three months ended September 30, 2023, primarily driven by price declines, higher Seed commodity and other cost of sales, and continued investment in Seed research and development, partially offset by Crop Protection raw material deflation along with ongoing cost and productivity actions. Refer to page 51 for further discussion of the company's Non-GAAP financial measures.

Previous wording

The following is a summary of results from continuing operations for the six months ended June 30, 2024:

Current wording

The following is a summary of results from continuing operations for the nine months ended September 30, 2024:

Previous 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.

Current wording

•The company reported net sales of$12,930 million, down 4 percent versus the same period last year, reflecting a 2 percent decrease in volume and a 2 percent unfavorable impact from currency.

Previous wording

•Cost of goods sold totaled$5,468 million in the six months ended June 30, 2024, down from$5,908 million in the six months ended June 30, 2023, primarily driven by volume declines, reduction of royalty expense and ongoing cost and productivity actions, partially offset by higher commodity and input costs and unfavorable impacts of currency. These elevated input costs are expected to subside for Crop Protection in the second half of 2024.

Current wording

•Cost of goods sold totaled$7,033 million in thenine months ended September 30, 2024, down from$7,554 million in thenine months ended September 30, 2023, primarily driven by volume declines, reduction of royalty expense and ongoing cost and productivity actions, partially offset by higher Seed commodity costs.

Previous wording

•Restructuring and asset related charges - net were $167 million for the six months ended June 30, 2024, an increase from $93 million during the six months ended June 30, 2023. The charges for the six 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.

Current wording

•Restructuring and asset related charges - net were $199 million for the nine months ended September 30, 2024, an increase from $95 million during the nine months ended September 30, 2024. The charges for the nine months ended September 30, 2024 primarily relate to severance and asset related charges associated with the Crop Protection Operations Strategy Restructuring Program and non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

Previous wording

•Income (loss) from continuing operations after income taxes was $1,432 million, as compared to $1,487 million in the same quarter last year.

Current wording

•Income (loss) from continuing operations after income taxes was $913 million, as compared to $1,172 million in the same quarter last year.

Previous wording

•Operating EBITDA was $2,951 million for the six months ended June 30, 2024, down from $2,977 million for the six months ended June 30, 2024, primarily driven by Seed price execution, 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, lower Crop Protection volumes along with competitive pricing, and the unfavorable impact of currency. Refer to page 50 for further discussion of the company's Non-GAAP financial measures.

Current wording

•Operating EBITDA was $2,851 million for the nine months ended September 30, 2024, down from $2,995 million for the nine months ended September 30, 2024, primarily driven by lower volumes along with competitive Crop Protection pricing and continued investment in Seed research and development, partially offset by Seed pricing gains, the reduction of royalty expense and ongoing cost and productivity actions. Refer to page 51 for further discussion of the company's Non-GAAP financial measures.

Previous wording

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

Current wording

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

Previous 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.

Current wording

•The company returned approximately $1.1 billion to shareholders during the nine months ended September 30, 2024 under its previously announced share repurchase programs and through common stock dividends.