Corteva 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 the company'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 the company's business, results of operations and financial condition. Some of the important factors that could cause the company'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 the company's products; (ii) failure to successfully develop and commercialize the company's pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of the company'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 the company's industry; (ix) competitor’s establishment of an intermediary platform for distribution of the company's products; (x) risks related to recent funding and staff reductions at U.S. government agencies; (xi) risk related to geopolitical and military conflict; (xii) effect of volatility in the company's input costs; (xiii) risks related to the company's global operations; (xiv) effect of industrial espionage and other disruptions to the company's supply chain, information technology or network systems; (xv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xvi) impact of the company's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvii) failure of the company's customers to pay their debts to the company, including customer financing programs; (xviii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xix) failure to rai…

Excerpt shortened here; the source contains the full paragraph.

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"). 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.

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 updates 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 $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.

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 first quarter of 2025, the company recorded net pre-tax restructuring and asset related charges of $487 million, comprised of $100 million of severance and related benefit costs, $339 million of asset related and impairment charges, $15 million of decommissioning and demolition costs, and $33 million of costs related to contract terminations.

Previous 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.

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 first quarter of 2025, the company paid $81 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

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.

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 4,313,000 and 4,630,000 shares in the open market for a total cost (excluding excise taxes) of $270 million and $250 million for the three months ended March 31, 2025 and 2024, respectively.

Previous 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.

Current wording

•The company reported net sales of $4,417 million, down 2% versus the same quarter last year, reflectinga 5% decrease in currency, partially offset by a 2% increase in volume and a 1% increase in price.

Previous wording

•Cost of goods sold totaled $1,565 million in the third quarter of 2024, down from $1,646 million in the third quarter of 2023, primarily driven by favorable currency effects, ongoing cost and productivity actions and Crop Protection raw material deflation, partially offset by higher Seed commodity and other cost of sales and higher volumes.

Current wording

•Cost of goods sold totaled $2,342 million in the first quarter of 2025, down from $2,550 million in the first quarter of 2024, which wasdriven byongoing cost and productivity actions, Crop Protection raw material deflation, lower commodity prices, a reduction in net royalty expense and favorable currency effects, with a partial offset from higher volumes and higher Seed production costs.

Previous 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.

Current wording

•Restructuring and asset related charges - net were $22 million in the first quarter of 2025, a decrease from $75 million in the first quarter of 2024. The charges for the three months ended March 31, 2025 primarily relate to severance and related benefit costs, asset related charges and decommissioning and demolition costs associated with the Crop Protection Operations Strategy Restructuring Program.

Previous wording

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

Current wording

•Income (loss) from continuing operations after income taxes was $667 million, as compared to $376 million in the same quarter last year.

Previous 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.

Current wording

•Operating EBITDA was $1,189 million for the three months ended March 31, 2025, up from $1,034 million for the three months ended March 31, 2024, primarily driven by Seed pricing gains, Crop Protection volume growth, net cost and productivity benefits, and net royalty improvement, partially offset by continued investment in Seed research and development, competitive Crop Protection pricing and unfavorable currency effects. Refer to page 47 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 nine months ended September 30, 2024:

Current wording

In addition to the financial highlights above, the following events occurred during the three months ended March 31, 2025:

Previous 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.

Current wording

•The company returned approximately $385 million to shareholders during the three months ended March 31, 2025 under its previously announced share repurchase programs and through common stock dividends.