Corteva Inc

NOTE 6 -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. In October 2024, management of the company amended the Crop Protection Operations Strategy Restructuring Program to include updates to its previous estimates and decommissioning and demolition costs associated with the ceasing of operations, primarily at the Pittsburg, California site.

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 (inclusive of contract terminations and decommissioning and demolition costs). Decommissioning and demolition costs are expensed on an as-incurred basis. Reductions in workforce are subject to local regulatory requirements. Through the year ended December 31, 2024, the company recorded net pre-tax restructuring and asset related charges of $461 million inception-to-date under the Crop Protection Operations Strategy Restructuring Program, consisting of $91 million of severance and related benefit costs, $327 million of asset-related and impairment charges, $10 million of decommissioning and demolition costs and $33 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 Statements of Operations for the year ended December 31, 2023. See Note 23 - Segment Information, to the Consolidated Financial Statements, for additional information.

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, decommissioning and demolition costs and contract terminations. Through December 31, 2024, the company paid $64 million associated with these charges. The restructuring actions associated with these charges are expected to be substantially complete by the end of 2026.

The following table is a summary of charges incurred related to the Crop Protection Operations Strategy Restructuring Program for the years ended December 31, 2024 and 2023:

1. Reflects corporate related charges.

2. Reflects charges associated with the Crop Protection segment.

3. Asset-related charges includes impairment charges related to operating lease assets and property, plant and equipment.

4. This amount excludes charges relating to spare parts write-offs included in cost of goods sold for the year ended December 31, 2023, in the company’s Consolidated Statement of Operations.

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

1. Asset-related charges includes impairment charges related to operating lease assets and property, plant and equipment.

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”). The actions associated with this program were substantially complete in 2023.

The remaining cash payments related to these charges is $30 million, and primarily relate to the payment of severance and related benefits and contract terminations.

The following table is a summary of charges incurred related to the 2022 Restructuring Actions for the years ended December 31, 2024, 2023 and 2022.

1. Reflects corporate-related charges.

2. Contract termination charges includes early lease terminations.

3. The year ended December 31, 2024 reflects net charges of $1 million impacting the Seed segment . The years ended December 31, 2023 and December 31, 2022 reflect charges of $17 million and $120 million, respectively, impacting the Seed segment. The years ended December 31, 2023 and December 31, 2022 reflect charges of $5 million and $41 million, respectively, impacting the Crop Protection segment.

4. This amount excludes other pre-tax charges recorded during the years ended December 31, 2024, 2023 and 2022 impacting the Seed segment. These charges consisted of inventory write-offs and gains (losses) on sale of businesses, assets and equity investments and settlement costs associated with the Russia Exit, which are included in cost of goods sold and other income (expense) - net, in the company's Consolidated Statement of Operations, respectively. See Note 23 - Segment Information, to the Consolidated Financial Statements, for additional information.

Other Asset Related Charges

For the years ended December 31, 2024, 2023, and 2022 the company recognized $55 million, $72 million, and $109 million respectively, in restructuring and asset related charges - net in the Consolidated Statements of Operations, from non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits, which as of the end of the second quarter of 2024 is complete.