Corteva, Inc.

True 0001755672 0001755672 2023-11-08 2023-11-08 0001755672 dei:OtherAddressMember 2023-11-08 2023-11-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 8, 2023 Corteva, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38710 82-4979096 (State or other jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 9330 Zionsville Road, Indianapolis, Indiana 46268 1000 N. West Street, Suite 900, Wilmington , Delaware 19801 (Address of principal executive offices)(Zip Code) ( 833 ) 267-8382 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share CTVA New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Explanatory Note In a Current Report filed on SEC Form 8-K on November 8, 2023, Corteva, Inc. initially announced in Items 2.05 and 2.06 of that report its Crop Protection Operation Strategy Restructuring Program (the “Initial Report”). This amendment to the Initial Report updates Items 2.05 and 2.06 of the Initial Report to reflect the current status of the Crop Protection Operations Strategy Restructuring Program. Item 2.05 Costs Associated with Exit or Disposal Activities Corteva, Inc. (the “Company”) has been executing a multi-year footprint optimization and productivity initiative designed to enhance efficiency and reduce structural costs across its global operations (the "Crop Protection Operations Strategy Restructuring Program"). The Company previously communicated its expectation for annualized cost savings associated with this initiative which, coupled with other productivity actions, were included in the target of $300 million total run-rate productivity by 2027 communicated at the Company’s November 2024 investor day. On June 12, 2026, the Company disclosed that its management recently committed to the next phase of the plan to further optimize its Crop Protection network of manufacturing and external partners to include the intended cessation of the Company’s production activities at its site in Asturias, Spain. The intended cessation is subject to a consultation process with the applicable works council and union representatives at the facility. Also, management has revised its previous estimates associated with the Company’s exit of its Pittsburg, California production activities. The Company now expects to record aggregate pre-tax restructuring and asset related charges of $750 million to $815 million, which represents an aggregate increase of $100 million to $115 million, with the aggregate amounts comprised of $100 million to $125 million of severance and related benefit costs, $350 million to $372 million of asset-related and impairment charges and $300 million to $318 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 will be expensed on an as-incurred basis. Reductions in workforce are subject to local regulatory requirements. Cash payments related to these charges are anticipated to be $400 million to $443 million in aggregate, which primarily relate to decommissioning and demolition, contract terminations, and the payment of severance and related benefits. The restructuring actions associated with these charges are expected to be substantially complete by the end of 2028. Future actions by the Company or changes in circumstances from current assumptions, including negotiations with local works council, may cause actual results and future cash payments to differ. In addition, conditions for the sale of land at the Company’s Pittsburg, California site have been agreed, subject to completion of due diligence. Item 2.06 Material Impairments The disclosures under Item 2.05 are incorporated by reference into this Item 2.06 Cautionary Statements About Forward-Looking Statements 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,” “may,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results; consultations with works council; the anticipated benefits and costs of restructuring actions or cost savings initiatives; the anticipated benefits, impacts, and timing of Corteva’s proposed separation of its seed and crop protection businesses; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements. 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) failure to comply with competition and antitrust laws; (v) effect of changes in agricultural and related policies of governments and international organizations; (vi) costs of complying w