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Item 6. EXHIBITS

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Item 6. EXHIBITS

Exhibit NumberDescription
2.1Separation and Distribution Agreement by and among DowDuPont 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.
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:August 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:August 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 June 30,Six Months Ended June 30,
(In millions, except per share amounts)2022202120222021
Net sales$6,252$5,627$10,853$9,805
Cost of goods sold3,3233,0106,0475,430
Research and development expense296293564574
Selling, general and administrative expenses1,0179981,7521,731
Amortization of intangibles179180358363
Restructuring and asset related charges - net143135148235
Other income - net4929866635
Interest expense26204442
Income (loss) from continuing operations before income taxes1,3171,2892,0062,065
Provision for (benefit from) income taxes on continuing operations322281441455
Income (loss) from continuing operations after income taxes9951,0081,5651,610
(Loss) income from discontinued operations after income taxes(30)(45)(40)(55)
Net income (loss)9659631,5251,555
Net income (loss) attributable to noncontrolling interests——11
Net income (loss) attributable to E. I. du Pont de Nemours and Company$965$963$1,524$1,554

See Notes to the Interim Consolidated Financial Statements beginning on page 70.

E. I. du Pont de Nemours and Company

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Net income (loss)$965$963$1,525$1,555
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments(426)243(335)(160)
Adjustments to pension benefit plans781516
Adjustments to other benefit plans—(160)3(317)
Unrealized gain (loss) on investments———10
Derivative instruments1731(8)96
Total other comprehensive income (loss)(402)122(325)(355)
Comprehensive income (loss)5631,0851,2001,200
Comprehensive income (loss) attributable to noncontrolling interests - net of tax——11
Comprehensive income (loss) attributable to E. I. du Pont de Nemours and Company$563$1,085$1,199$1,199

See Notes to the Interim Consolidated Financial Statements beginning on page 70.

E. I. du Pont de Nemours and Company

Consolidated Balance Sheets (Unaudited)

(In millions, except share amounts)June 30, 2022December 31, 2021June 30, 2021
Assets
Current assets
Cash and cash equivalents$2,401$4,459$2,861
Marketable securities2548639
Accounts and notes receivable - net6,9474,8116,792
Inventories4,1845,1803,541
Other current assets9781,0101,052
Total current assets14,76415,54614,285
Investment in nonconsolidated affiliates937668
Property, plant and equipment8,5328,3648,343
Less: Accumulated depreciation4,2324,0354,002
Net property, plant and equipment4,3004,3294,341
Goodwill9,98710,10710,207
Other intangible assets9,67310,04410,413
Deferred income taxes449438442
Other assets1,6401,8041,740
Total Assets$40,906$42,344$41,496
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$712$17$677
Accounts payable3,5674,1263,070
Income taxes payable383146234
Deferred revenue7403,201748
Accrued and other current liabilities2,4572,0702,525
Total current liabilities7,8599,5607,254
Long-term debt1,2831,1001,101
Long-term debt - related party1,3772,1622,745
Other noncurrent liabilities
Deferred income tax liabilities1,1651,220935
Pension and other post employment benefits - noncurrent2,8383,1244,767
Other noncurrent obligations1,6931,7191,816
Total noncurrent liabilities8,3569,32511,364
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at June 30, 2022, December 31, 2021, and June 30, 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 June 30, 2022, December 31, 2021, and June 30, 2021———
Additional paid-in capital24,23524,19624,131
Retained earnings3,4391,9221,752
Accumulated other comprehensive income (loss)(3,223)(2,898)(3,245)
Total E. I. du Pont de Nemours and Company stockholders’ equity24,69023,45922,877
Noncontrolling interests1—1
Total equity24,69123,45922,878
Total Liabilities and Equity$40,906$42,344$41,496

See Notes to the Interim Consolidated Financial Statements beginning on page 70.

E. I. du Pont de Nemours and Company

Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,
(In millions)20222021
Operating activities
Net income (loss)$1,525$1,555
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization609617
Provision for (benefit from) deferred income tax(79)124
Net periodic pension and OPEB benefit, net(138)(641)
Pension and OPEB contributions(113)(149)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments(1)(1)
Restructuring and asset related charges - net148235
Other net loss99143
Changes in assets and liabilities, net
Accounts and notes receivable(2,331)(1,957)
Inventories9051,334
Accounts payable(488)(525)
Deferred revenue(2,450)(1,931)
Other assets and liabilities681533
Cash provided by (used for) operating activities(1,633)(663)
Investing activities
Capital expenditures(318)(269)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested1226
Investments in and loans to nonconsolidated affiliates(6)(1)
Purchases of investments(236)(56)
Proceeds from sales and maturities of investments93285
Other investing activities, net20(2)
Cash provided by (used for) investing activities(435)(17)
Financing activities
Net change in borrowings (less than 90 days)325254
Proceeds from related party debt1929
Payments on related party debt(805)(743)
Proceeds from debt772419
Payments on debt(204)—
Proceeds from exercise of stock options6266
Other financing activities, net(51)(32)
Cash provided by (used for) financing activities118(7)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(116)(14)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents(2,066)(701)
Cash, cash equivalents and restricted cash equivalents at beginning of period4,8363,873
Cash, cash equivalents and restricted cash equivalents at end of period$2,770$3,172

See Notes to the Interim Consolidated Financial Statements beginning on page 70.

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
Net income (loss)963963
Other comprehensive income (loss)122122
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(3)(3)
Issuance of Corteva stock2828
Share-based compensation23(1)22
Other - net(3)1(2)
Balance at June 30, 2021$239$—$24,131$1,752$(3,245)$1$22,878
(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
Net income (loss)965965
Other comprehensive income (loss)(402)(402)
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(3)(3)
Issuance of Corteva stock2222
Share-based compensation13(1)12
Other - net(2)(2)
Balance at June 30, 2022$239$—$24,235$3,439$(3,223)$1$24,691

See Notes to the Interim Consolidated Financial Statements beginning on page 70.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Table of Contents

NotePage
1Basis of Presentation71
2Related Party Transactions72
3Segment Information72

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 June 30, 2022, Corteva, Inc.'s capital structure consists of 719,320,000 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 10 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 14 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 6 - Income Taxes - refer to page 16 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 18 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 9 - Inventories - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 10 - Other Intangible Assets - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities - refer to page 20 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 22 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 13 - Stockholders' Equity - refer to page 29 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 14 - Pension Plans and Other Post Employment Benefits - refer to page 32 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 15 - Financial Instruments - refer to page 32 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 16 - Fair Value Measurements - refer to page 38 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

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 June 30, 2022, December 31, 2021, and June 30, 2021, the outstanding related party loan balance was $1,377 million, $2,162 million, and $2,745 million, respectively (which approximates fair value), with interest rates of 4.12%, 1.67%, and 1.52%, 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 $10 million and $19 million for the three and six months ended June 30, 2022, respectively, and $13 million and $28 million for the three and six months ended June 30, 2021, respectively, associated with the related party loan from Corteva, Inc.

As of June 30, 2022, December 31, 2021, and June 30, 2021, EID had payables to Corteva, Inc., of $30 million, $27 million and $57 million included in accrued and other current liabilities, respectively, and $119 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 23 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 39 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 June 30,Six Months Ended June 30,
2022202120222021
Income (loss) from continuing operations after income taxes$995$1,008$1,565$1,610
Provision for (benefit from) income taxes on continuing operations322281441455
Income (loss) from continuing operations before income taxes1,3171,2892,0062,065
Depreciation and amortization302313609617
Interest income(24)(18)(39)(39)
Interest expense26204442
Exchange (gains) losses36148349
Non-operating (benefits) costs(60)(315)(125)(626)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges(33)23322
Significant items (benefit) charge155135177235
Corporate expenses30325166
Segment operating EBITDA$1,749$1,493$2,809$2,431

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