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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:November 4, 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:November 4, 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 September 30,Nine Months Ended September 30,
(In millions, except per share amounts)2022202120222021
Net sales$2,777$2,371$13,630$12,176
Cost of goods sold1,8791,5587,9266,988
Research and development expense312297876871
Selling, general and administrative expenses6576722,4092,403
Amortization of intangibles178180536543
Restructuring and asset related charges - net15226300261
Other income - net23378891,013
Interest expense32197661
Income (loss) from continuing operations before income taxes(410)(3)1,5962,062
Provision for (benefit from) income taxes on continuing operations(77)(30)364425
Income (loss) from continuing operations after income taxes(333)271,2321,637
(Loss) income from discontinued operations after income taxes(6)(4)(46)(59)
Net income (loss)(339)231,1861,578
Net income (loss) attributable to noncontrolling interests—(1)1—
Net income (loss) attributable to E. I. du Pont de Nemours and Company$(339)$24$1,185$1,578

See Notes to the Interim Consolidated Financial Statements beginning on page 74.

E. I. du Pont de Nemours and Company

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Net income (loss)$(339)$23$1,186$1,578
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments(533)(264)(868)(424)
Adjustments to pension benefit plans1131012826
Adjustments to other benefit plans1(157)4(474)
Unrealized gain (loss) on investments———10
Derivative instruments501142107
Total other comprehensive income (loss)(369)(400)(694)(755)
Comprehensive income (loss)(708)(377)492823
Comprehensive income (loss) attributable to noncontrolling interests - net of tax—(1)1—
Comprehensive income (loss) attributable to E. I. du Pont de Nemours and Company$(708)$(376)$491$823

See Notes to the Interim Consolidated Financial Statements beginning on page 74.

E. I. du Pont de Nemours and Company

Consolidated Balance Sheets (Unaudited)

(In millions, except share amounts)September 30, 2022December 31, 2021September 30, 2021
Assets
Current assets
Cash and cash equivalents$2,199$4,459$2,779
Marketable securities11986103
Accounts and notes receivable - net6,2734,8115,818
Inventories5,4155,1804,417
Other current assets1,0391,0101,029
Total current assets15,04515,54614,146
Investment in nonconsolidated affiliates917667
Property, plant and equipment8,4448,3648,270
Less: Accumulated depreciation4,2594,0353,960
Net property, plant and equipment4,1854,3294,310
Goodwill9,79110,10710,130
Other intangible assets9,46110,04410,225
Deferred income taxes407438448
Other assets1,6711,8041,796
Total Assets$40,651$42,344$41,122
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$1,576$17$1,372
Accounts payable4,1404,1263,512
Income taxes payable22714695
Deferred revenue8603,201692
Accrued and other current liabilities2,1342,0702,147
Total current liabilities8,9379,5607,818
Long-term debt1,2771,1001,101
Long-term debt - related party1,0662,1622,443
Other noncurrent liabilities
Deferred income tax liabilities1,1231,220930
Pension and other post employment benefits - noncurrent2,6283,1244,583
Other noncurrent obligations1,6211,7191,724
Total noncurrent liabilities7,7159,32510,781
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at September 30, 2022, December 31, 2021, and September 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 September 30, 2022, December 31, 2021, and September 30, 2021———
Additional paid-in capital24,25224,19624,158
Retained earnings3,0981,9221,771
Accumulated other comprehensive income (loss)(3,592)(2,898)(3,645)
Total E. I. du Pont de Nemours and Company stockholders’ equity23,99723,45922,523
Noncontrolling interests2——
Total equity23,99923,45922,523
Total Liabilities and Equity$40,651$42,344$41,122

See Notes to the Interim Consolidated Financial Statements beginning on page 74.

E. I. du Pont de Nemours and Company

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,
(In millions)20222021
Operating activities
Net income (loss)$1,186$1,578
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization919926
Provision for (benefit from) deferred income tax(149)151
Net periodic pension and OPEB benefit, net(155)(959)
Pension and OPEB contributions(147)(202)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments(17)(1)
Restructuring and asset related charges - net300261
Other net loss181117
Changes in assets and liabilities, net
Accounts and notes receivable(1,814)(1,116)
Inventories(466)375
Accounts payable202(41)
Deferred revenue(2,311)(1,945)
Other assets and liabilities11918
Cash provided by (used for) operating activities(2,152)(838)
Investing activities
Capital expenditures(460)(413)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested4653
Investments in and loans to nonconsolidated affiliates(9)(3)
Purchases of investments(314)(147)
Proceeds from sales and maturities of investments274310
Other investing activities, net24(1)
Cash provided by (used for) investing activities(439)(201)
Financing activities
Net change in borrowings (less than 90 days)777949
Proceeds from related party debt1931
Payments on related party debt(1,116)(1,047)
Proceeds from debt1,335419
Payments on debt(355)(1)
Proceeds from exercise of stock options6671
Other financing activities, net(57)(38)
Cash provided by (used for) financing activities669384
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(295)(78)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents(2,217)(733)
Cash, cash equivalents and restricted cash equivalents at beginning of period4,8363,873
Cash, cash equivalents and restricted cash equivalents at end of period$2,619$3,140

See Notes to the Interim Consolidated Financial Statements beginning on page 74.

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
Net income (loss)24(1)23
Other comprehensive income(400)(400)
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(2)(2)
Issuance of Corteva Stock55
Share-based compensation26(1)25
Other - net(4)(2)(6)
Balance at September 30, 2021$239$—$24,158$1,771$(3,645)$—$22,523
(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
Net income (loss)(339)(339)
Other comprehensive loss(369)(369)
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(2)(2)
Issuance of Corteva stock44
Share-based compensation16(1)15
Other - net(3)11(1)
Balance at September 30, 2022$239$—$24,252$3,098$(3,592)$2$23,999

See Notes to the Interim Consolidated Financial Statements beginning on page 74.

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 Presentation75
2Related Party Transactions76
3Segment Information76

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 September 30, 2022, Corteva, Inc.'s capital structure consists of 716,225,000 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 10 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 2 - Recent Accounting Guidance - refer to page 10 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 3 - Revenue - refer to page 11 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 4 - Restructuring and Asset Related Charges - Net - refer to page 13 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 5 - Supplementary Information - refer to page 15 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 6 - Income Taxes - refer to page 17 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 19 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 9 - Inventories - refer to page 20 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 10 - Other Intangible Assets - refer to page 20 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities - refer to page 21 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 23 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 13 - Stockholders' Equity - refer to page 30 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 14 - Pension Plans and Other Post Employment Benefits - refer to page 33 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 15 - Financial Instruments - refer to page 33 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 16 - Fair Value Measurements - refer to page 39 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 43 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 September 30, 2022, December 31, 2021, and September 30, 2021, the outstanding related party loan balance was $1,066 million, $2,162 million, and $2,443 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 $14 million and $33 million for the three and nine months ended September 30, 2022, respectively, and $11 million and $39 million for the three and nine months ended September 30, 2021, respectively, associated with the related party loan from Corteva, Inc.

As of September 30, 2022, December 31, 2021, and September 30, 2021, EID had payables to Corteva, Inc., of $24 million, $27 million and $61 million included in accrued and other current liabilities, respectively, and $122 million, $117 million, and $90 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 24 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 40 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 September 30,Nine Months Ended September 30,
2022202120222021
Income (loss) from continuing operations after income taxes$(333)$27$1,232$1,637
Provision for (benefit from) income taxes on continuing operations(77)(30)364425
Income (loss) from continuing operations before income taxes(410)(3)1,5962,062
Depreciation and amortization310309919926
Interest income(36)(19)(75)(58)
Interest expense32197661
Exchange (gains) losses13(2)9647
Non-operating (benefits) costs(9)(315)(134)(941)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges(6)(19)(3)3
Significant items (benefit) charge202(21)379214
Corporate expenses324083106
Segment operating EBITDA$128$(11)$2,937$2,420

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