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Item 6. EXHIBITS

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Item 6. EXHIBITS

Exhibit NumberDescription
2.1Separation and Distribution Agreement by and among DuPont Inc., Dow Inc. and Corteva, Inc. (incorporated by reference to Exhibit No. 2.1 to Amendment 3 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on April 16, 2019).
3.1Amended and Restated Certificate of Incorporation of Corteva, Inc. (incorporated by reference to Exhibit No. 3.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on June 3, 2019).
3.2Amended and Restated Bylaws of Corteva, Inc. (incorporated by reference to Exhibit No. 3.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on October 10, 2019).
3.3Amended and Restated Certificate of Incorporation of E.I. du Pont de Nemours and Company (incorporated by reference to Exhibit 3.1 to E.I. du Pont de Nemours and Company’s Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017).
3.4Amended and Restated Bylaws of E.I. du Pont de Nemours and Company (incorporated by reference to Exhibit 3.2 to E.I. du Pont de Nemours and Company's Current Report on Form 8-K (Commission file number 1-815) dated September 1, 2017).
4Corteva agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of Corteva and its subsidiaries.
10.1Form of Time-Vested Restricted Stock Unit Award Terms under 2019 Corteva, Inc. Omnibus Incentive Plan
10.2Form of Option Award Terms under 2019 Corteva, Inc. Omnibus Incentive Plan
10.3Form of Performance Stock Unit Award Terms under 2019 Corteva, Inc. Omnibus Incentive Plan
31.1Rule 13a-14(a)/15d-14(a) Certification of the company’s and EID’s Principal Executive Officer.
31.2Rule 13a-14(a)/15d-14(a) Certification of the company’s and EID’s Principal Financial Officer.
32.1Section 1350 Certification of the company’s and EID’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
32.2Section 1350 Certification of the company’s and EID’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File – The Cover Page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101.INS)

SIGNATURE

Corteva, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CORTEVA, INC.
(Registrant)
Date:May 5, 2022
By:/s/ Brian Titus
Brian Titus
Vice President, Controller
(Principal Accounting Officer)

E. I. du Pont de Nemours and Company

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

E. I. du Pont de Nemours and Company
(Registrant)
Date:May 5, 2022
By:/s/ Brian Titus
Brian Titus
Vice President, Controller
(Principal Accounting Officer)

CONSOLIDATED FINANCIAL STATEMENTS OF E. I. DU PONT DE NEMOURS AND COMPANY

E. I. du Pont de Nemours and Company

Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,
(In millions, except per share amounts)20222021
Net sales$4,601$4,178
Cost of goods sold2,7242,420
Research and development expense268281
Selling, general and administrative expenses735733
Amortization of intangibles179183
Restructuring and asset related charges - net5100
Other income - net17337
Interest expense1822
Income (loss) from continuing operations before income taxes689776
Provision for (benefit from) income taxes on continuing operations119174
Income (loss) from continuing operations after income taxes570602
(Loss) income from discontinued operations after income taxes(10)(10)
Net income (loss)560592
Net income (loss) attributable to noncontrolling interests11
Net income (loss) attributable to E. I. du Pont de Nemours and Company$559$591

See Notes to the Interim Consolidated Financial Statements beginning on page 63.

E. I. du Pont de Nemours and Company

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended March 31,
(In millions)20222021
Net income (loss)$560$592
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments91(403)
Adjustments to pension benefit plans88
Adjustments to other benefit plans3(157)
Unrealized gain (loss) on investments—10
Derivative instruments(25)65
Total other comprehensive income (loss)77(477)
Comprehensive income (loss)637115
Comprehensive income (loss) attributable to noncontrolling interests - net of tax11
Comprehensive income (loss) attributable to E. I. du Pont de Nemours and Company$636$114

See Notes to the Interim Consolidated Financial Statements beginning on page 63.

E. I. du Pont de Nemours and Company

Consolidated Balance Sheets (Unaudited)

(In millions, except share amounts)March 31, 2022December 31, 2021March 31, 2021
Assets
Current assets
Cash and cash equivalents$2,031$4,459$2,404
Marketable securities29086114
Accounts and notes receivable - net7,2754,8116,792
Inventories4,9865,1804,321
Other current assets1,2961,0101,405
Total current assets15,87815,54615,036
Investment in nonconsolidated affiliates917664
Property, plant and equipment8,4838,3648,173
Less: Accumulated depreciation4,1504,0353,874
Net property, plant and equipment4,3334,3294,299
Goodwill10,10910,10710,146
Other intangible assets9,86510,04410,584
Deferred income taxes471438433
Other assets1,8861,8041,987
Total Assets$42,633$42,344$42,549
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$1,018$17$1,250
Accounts payable3,6854,1263,098
Income taxes payable180146165
Deferred revenue2,4353,2012,247
Accrued and other current liabilities2,3472,0702,257
Total current liabilities9,6659,5609,017
Long-term debt1,1541,1001,102
Long-term debt - related party1,8252,1623,012
Other noncurrent liabilities
Deferred income tax liabilities1,2031,220902
Pension and other post employment benefits - noncurrent2,9833,1244,954
Other noncurrent obligations1,7041,7191,814
Total noncurrent liabilities8,8699,32511,784
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at March 31, 2022, December 31, 2021, and March 31, 2021:
$4.50 Series – 1,673,000 shares (callable at $120)169169169
$3.50 Series – 700,000 shares (callable at $102)707070
Common stock, $0.30 par value; 1,800,000,000 shares authorized; 200 issued at March 31, 2022, December 31, 2021, and March 31, 2021———
Additional paid-in capital24,20224,19624,083
Retained earnings2,4781,922792
Accumulated other comprehensive income (loss)(2,821)(2,898)(3,367)
Total E. I. du Pont de Nemours and Company stockholders’ equity24,09823,45921,747
Noncontrolling interests1—1
Total equity24,09923,45921,748
Total Liabilities and Equity$42,633$42,344$42,549

See Notes to the Interim Consolidated Financial Statements beginning on page 63.

E. I. du Pont de Nemours and Company

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,
(In millions)20222021
Operating activities
Net income (loss)$560$592
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization307304
Provision for (benefit from) deferred income tax(37)47
Net periodic pension and OPEB benefit, net(71)(318)
Pension and OPEB contributions(55)(84)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments3—
Restructuring and asset related charges - net5100
Other net loss10454
Changes in assets and liabilities, net
Accounts and notes receivable(2,372)(2,012)
Inventories234467
Accounts payable(406)(448)
Deferred revenue(782)(401)
Other assets and liabilities(217)(247)
Cash provided by (used for) operating activities(2,727)(1,946)
Investing activities
Capital expenditures(179)(137)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested520
Investments in and loans to nonconsolidated affiliates(6)—
Purchases of investments(234)(40)
Proceeds from sales and maturities of investments10194
Other investing activities, net—(1)
Cash provided by (used for) investing activities(404)36
Financing activities
Net change in borrowings (less than 90 days)744828
Payments on related party debt(337)(447)
Proceeds from debt311419
Proceeds from exercise of stock options4038
Other financing activities, net(47)(21)
Cash provided by (used for) financing activities711817
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(31)(50)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents(2,451)(1,143)
Cash, cash equivalents and restricted cash equivalents at beginning of period4,8363,873
Cash, cash equivalents and restricted cash equivalents at end of period$2,385$2,730

See Notes to the Interim Consolidated Financial Statements beginning on page 63.

E. I. du Pont de Nemours and Company

Consolidated Statements of Equity (Unaudited)

(In millions)Preferred StockCommon StockAdditional Paid-in Capital "APIC"Retained EarningsAccum. Other Comp Income (Loss)Non-controlling InterestsTotal Equity
2021
Balance at January 1, 2021$239$—$24,049$203$(2,890)$—$21,601
Net income (loss)5911592
Other comprehensive Income (loss)(477)(477)
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(2)(2)
Issuance of Corteva stock3838
Other - net(4)(4)
Balance at March 31, 2021$239$—$24,083$792$(3,367)$1$21,748
(In millions)Preferred StockCommon StockAdditional Paid-in Capital "APIC"Retained EarningsAccum. Other Comp Income (Loss)Non-controlling InterestsTotal Equity
2022
Balance at January 1, 2022$239$—$24,196$1,922$(2,898)$—$23,459
Net income (loss)5591560
Other comprehensive income (loss)7777
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(2)(2)
Issuance of Corteva stock4040
Share-based compensation(31)(31)
Other - net(3)(1)(4)
Balance at March 31, 2022$239$—$24,202$2,478$(2,821)$1$24,099

See Notes to the Interim Consolidated Financial Statements beginning on page 63.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

E. I. du Pont de Nemours and Company
Notes to the Consolidated Financial Statements (Unaudited)

Table of Contents

NotePage
1Basis of Presentation64
2Related Party Transactions65
3Segment Information65

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

Corteva, Inc. owns 100% of the outstanding common stock of EID. EID is a subsidiary of Corteva, Inc. and continues to be a reporting company, subject to the requirements of the Exchange Act. The primary differences between Corteva, Inc. and EID are outlined below:

  • Preferred Stock - EID has preferred stock outstanding to third parties which is accounted for as a non-controlling interest at the Corteva, Inc. level. Each share of EID Preferred Stock - $4.50 Series and EID Preferred Stock - $3.50 Series issued and outstanding at the effective date of the Corteva Distribution remains issued and outstanding as to EID and was unaffected by the Corteva Distribution.

  • Related Party Loan - EID engaged in a series of debt redemptions during the second quarter of 2019 that were partially funded through an intercompany loan from Corteva, Inc. This was eliminated in consolidation at the Corteva, Inc. level but remains on EID's consolidated financial statements at the standalone level (including the associated interest).

  • Capital Structure** - At March 31, 2022, Corteva, Inc.'s capital structure consists of 725,320,000 issued shares of common stock, par value $0.01 per share.

The accompanying footnotes relate to EID only, and not to Corteva, Inc., and are presented to show differences between EID and Corteva, Inc.

For the footnotes listed below, refer to the following Corteva, Inc. footnotes:

  • Note 1 - Summary of Significant Accounting Policies - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 2 - Recent Accounting Guidance - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 3 - Revenue - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 4 - Restructuring and Asset Related Charges - Net - refer to page 12 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 5 - Supplementary Information - refer to page 13 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 6 - Income Taxes - refer to page 14 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 7 - Earnings Per Share of Common Stock - Not applicable for EID

  • Note 8 - Accounts and Notes Receivable - Net - refer to page 16 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 9 - Inventories - refer to page 17 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 10 - Other Intangible Assets - refer to page 17 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities - refer to page 18 of the Corteva, Inc. interim Consolidated Financial Statements. In addition, EID has a related party loan payable to Corteva, Inc.; refer to EID Note 2 - Related Party Transactions, below

  • Note 12 - Commitments and Contingent Liabilities - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 13 - Stockholders' Equity - refer to page 26 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 14 - Pension Plans and Other Post Employment Benefits - refer to page 29 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 15 - Financial Instruments - refer to page 29 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 16 - Fair Value Measurements - refer to page 35 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 17 - Segment Information - Differences exist between Corteva, Inc. and EID; refer to EID Note 3 - Segment Information, below

  • Note 18 - Subsequent Events - refer to page 37 of the Corteva, Inc. interim Consolidated Financial Statements

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 - RELATED PARTY TRANSACTIONS

Transactions with Corteva

In the second quarter of 2019, EID entered into a related party revolving loan from Corteva, Inc., with a maturity date in 2024. As of March 31, 2022, December 31, 2021, and March 31, 2021, the outstanding related party loan balance was $1,825 million, $2,162 million, and $3,012 million, respectively (which approximates fair value), with interest rates of 1.67%, 1.67%, and 1.62%, respectively, and is reflected as long-term debt - related party in EID's interim Consolidated Balance Sheets. Additionally, EID has incurred tax deductible interest expense of $9 million and $15 million for the three months ended March 31, 2022 and 2021, respectively, associated with the related party loan from Corteva, Inc.

As of March 31, 2022, December 31, 2021, and March 31, 2021, EID had payables to Corteva, Inc., of $32 million, $27 million and $55 million included in accrued and other current liabilities, respectively, and $116 million, $117 million, and $91 million, included in other noncurrent obligations, respectively, in the interim Consolidated Balance Sheets related to Corteva's indemnification liabilities to Dow and DuPont per the Separation Agreements (refer to page 21 of the Corteva, Inc. interim Consolidated Financial Statements for further details of the Separation Agreements).

NOTE 3 - SEGMENT INFORMATION

There are no differences in reporting structure or segments between Corteva, Inc. and EID. In addition, there are no differences between Corteva, Inc. and EID segment net sales, segment operating EBITDA, segment assets, or significant items by segment; refer to page 36 of the Corteva, Inc. interim Consolidated Financial Statements for background information on the segments as well as further details regarding segment metrics. The tables below reconcile income (loss) from continuing operations after income taxes to segment operating EBITDA, as differences exist between Corteva, Inc. and EID.

Reconciliation to interim Consolidated Financial Statements

Income (loss) from continuing operations after income taxes to segment operating EBITDA (In millions)Three Months Ended March 31,
20222021
Income (loss) from continuing operations after income taxes$570$602
Provision for (benefit from) income taxes on continuing operations119174
Income (loss) from continuing operations before income taxes689776
Depreciation and amortization307304
Interest income(15)(21)
Interest expense1822
Exchange (gains) losses4735
Non-operating (benefits) costs(65)(311)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges36(1)
Significant items (benefit) charge22100
Corporate expenses2134
Segment operating EBITDA$1,060$938

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