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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 EIDP, Inc.
3.4Amended and Restated Bylaws of EIDP, Inc. (incorporated by reference to Exhibit 3.2 to EIDP'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.
21Subsidiaries of the Registrant.
31.1Rule 13a-14(a)/15d-14(a) Certification of the company’s and EIDP’s Principal Executive Officer.
31.2Rule 13a-14(a)/15d-14(a) Certification of the company’s and EIDP’s Principal Financial Officer.
32.1Section 1350 Certification of the company’s and EIDP’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 EIDP’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 4, 2023
By:/s/ Brian Titus
Brian Titus
Vice President, Controller
(Principal Accounting Officer)

EIDP, 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.

EIDP, Inc.
(Registrant)
Date:May 4, 2023
By:/s/ Brian Titus
Brian Titus
Vice President, Controller
(Principal Accounting Officer)

EIDP, Inc.

Index to the Consolidated Financial Statements

Page(s)
Consolidated Financial Statements (Unaudited):
Consolidated Statements of Operations61
Consolidated Statements of Comprehensive Income (Loss)62
Consolidated Balance Sheets63
Consolidated Statements of Cash Flows64
Consolidated Statements of Equity65
Notes to the Interim Consolidated Financial Statements (Unaudited)66

CONSOLIDATED FINANCIAL STATEMENTS OF EIDP, Inc.

EIDP, Inc.

Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31,
(In millions, except per share amounts)20232022
Net sales$4,884$4,601
Cost of goods sold2,7712,724
Research and development expense316268
Selling, general and administrative expenses726735
Amortization of intangibles160179
Restructuring and asset related charges - net335
Other income (expense) - net(71)17
Interest expense4418
Income (loss) from continuing operations before income taxes763689
Provision for (benefit from) income taxes on continuing operations166119
Income (loss) from continuing operations after income taxes597570
(Loss) income from discontinued operations after income taxes(8)(10)
Net income (loss)589560
Net income (loss) attributable to noncontrolling interests11
Net income (loss) attributable to EIDP, Inc.$588$559

See Notes to the Interim Consolidated Financial Statements beginning on page 66.

EIDP, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended March 31,
(In millions)20232022
Net income (loss)$589$560
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments13491
Adjustments to pension benefit plans28
Adjustments to other benefit plans(2)3
Derivative instruments(67)(25)
Total other comprehensive income (loss)6777
Comprehensive income (loss)656637
Comprehensive income (loss) attributable to noncontrolling interests - net of tax11
Comprehensive income (loss) attributable to EIDP, Inc.$655$636

See Notes to the Interim Consolidated Financial Statements beginning on page 66.

EIDP, Inc.

Consolidated Balance Sheets (Unaudited)

(In millions, except share amounts)March 31, 2023December 31, 2022March 31, 2022
Assets
Current assets
Cash and cash equivalents$1,646$3,190$2,031
Marketable securities85124290
Accounts and notes receivable - net8,6785,7017,275
Inventories6,5856,8124,986
Other current assets1,3359681,296
Total current assets18,32916,79515,878
Investment in nonconsolidated affiliates8710291
Property, plant and equipment8,6338,5518,483
Less: Accumulated depreciation4,3624,2974,150
Net property, plant and equipment4,2714,2544,333
Goodwill10,5089,96210,109
Other intangible assets10,1379,3399,865
Deferred income taxes508479471
Other assets1,6601,6871,886
Total Assets$45,500$42,618$42,633
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$3,787$24$1,018
Accounts payable3,9574,8953,685
Income taxes payable298183180
Deferred revenue2,7123,3882,435
Accrued and other current liabilities2,4962,2582,347
Total current liabilities13,25010,7489,665
Long-term debt1,2411,2831,154
Long-term debt - related party4297891,825
Other noncurrent liabilities
Deferred income tax liabilities1,2551,1191,203
Pension and other post employment benefits - noncurrent2,2422,2552,983
Other noncurrent obligations1,6921,6751,704
Total noncurrent liabilities6,8597,1218,869
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at March 31, 2023, December 31, 2022, and March 31, 2022:
$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, 2023, December 31, 2022, and March 31, 2022———
Additional paid-in capital24,27524,28424,202
Retained earnings3,6143,0312,478
Accumulated other comprehensive income (loss)(2,739)(2,806)(2,821)
Total EIDP, Inc. stockholders’ equity25,38924,74824,098
Noncontrolling interests211
Total equity25,39124,74924,099
Total Liabilities and Equity$45,500$42,618$42,633

See Notes to the Interim Consolidated Financial Statements beginning on page 66.

EIDP, Inc.

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,
(In millions)20232022
Operating activities
Net income (loss)$589$560
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization287307
Provision for (benefit from) deferred income tax(85)(37)
Net periodic pension and OPEB benefit, net36(71)
Pension and OPEB contributions(50)(55)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments13
Restructuring and asset related charges - net335
Other net loss48104
Changes in assets and liabilities, net
Accounts and notes receivable(2,708)(2,372)
Inventories324234
Accounts payable(908)(406)
Deferred revenue(685)(782)
Other assets and liabilities(188)(217)
Cash provided by (used for) operating activities(3,306)(2,727)
Investing activities
Capital expenditures(151)(179)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested215
Acquisitions of businesses - net of cash acquired(1,463)—
Investments in and loans to nonconsolidated affiliates—(6)
Purchases of investments—(234)
Proceeds from sales and maturities of investments4010
Proceeds from settlement of net investment hedge42—
Cash provided by (used for) investing activities(1,511)(404)
Financing activities
Net change in borrowings (less than 90 days)3,084744
Proceeds from related party debt——
Payments on related party debt(361)(337)
Proceeds from debt626311
Payments on debt(56)—
Proceeds from exercise of stock options740
Other financing activities, net(31)(47)
Cash provided by (used for) financing activities3,269711
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(2)(31)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents(1,550)(2,451)
Cash, cash equivalents and restricted cash equivalents at beginning of period3,6184,836
Cash, cash equivalents and restricted cash equivalents at end of period$2,068$2,385

See Notes to the Interim Consolidated Financial Statements beginning on page 66.

EIDP, Inc.

Consolidated Statements of Equity (Unaudited)

(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
(In millions)Preferred StockCommon StockAdditional Paid-in Capital "APIC"Retained EarningsAccum. Other Comp Income (Loss)Non-controlling InterestsTotal Equity
2023
Balance at January 1, 2023$239$—$24,284$3,031$(2,806)$1$24,749
Net income (loss)5881589
Other comprehensive Income (loss)6767
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(3)(3)
Issuance of Corteva stock77
Share-based compensation(14)(14)
Other - net(2)(2)(4)
Balance at March 31, 2023$239$—$24,275$3,614$(2,739)$2$25,391

See Notes to the Interim Consolidated Financial Statements beginning on page 66.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

EIDP, Inc.
Notes to the Interim Consolidated Financial Statements (Unaudited)

Table of Contents

NotePage
1Basis of Presentation67
2Related Party Transactions68
3Segment Information68

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

Corteva, Inc. owns 100% of the outstanding common stock of EIDP. EIDP 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 EIDP are outlined below:

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

  • Related Party Loan - EIDP 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 EIDP's consolidated financial statements at the standalone level (including the associated interest).

  • Capital Structure** - At March 31, 2023, Corteva, Inc.'s capital structure consists of 710,678,000 issued shares of common stock, par value $0.01 per share.

The accompanying footnotes relate to EIDP only, and not to Corteva, Inc., and are presented to show differences between EIDP 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 - Business Combinations - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 4 - Revenue - refer to page 11 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 5 - Restructuring and Asset Related Charges - Net - refer to page 14 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 6 - Supplementary Information - refer to page 15 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 7 - Income Taxes - refer to page 17 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 8 - Earnings Per Share of Common Stock - Not applicable for EIDP

  • Note 9 - Accounts and Notes Receivable - Net - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements

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

  • Note 11 - Goodwill and Other Intangible Assets - refer to page 20 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 12 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities - refer to page 21 of the Corteva, Inc. interim Consolidated Financial Statements. In addition, EIDP has a related party loan payable to Corteva, Inc.; refer to EIDP Note 2 - Related Party Transactions, below

  • Note 13 - Commitments and Contingent Liabilities - refer to page 23 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 14 - Stockholders' Equity - refer to page 30 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 15 - Pension Plans and Other Post Employment Benefits - refer to page 32 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 16 - Financial Instruments - refer to page 33 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 17 - Fair Value Measurements - refer to page 38 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 18 - Segment Information - Differences exist between Corteva, Inc. and EIDP; refer to EIDP Note 3 - Segment Information, below

  • Note 19 - Subsequent Events - refer to page 40 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, EIDP entered into a related party revolving loan from Corteva, Inc., with a maturity date in 2024. As of March 31, 2023, December 31, 2022, and March 31, 2022, the outstanding related party loan balance was $429 million, $789 million, and $1,825 million, respectively (which approximates fair value), with interest rates of 6.52%, 6.52%, and 1.67%, respectively, and is reflected as long-term debt - related party in EIDP's interim Consolidated Balance Sheets. Additionally, EIDP has incurred tax deductible interest expense of $13 million and $9 million for the three months ended March 31, 2023 and 2022, respectively, associated with the related party loan from Corteva, Inc.

As of March 31, 2023, December 31, 2022, and March 31, 2022, EIDP had payables to Corteva, Inc., of $32 million, $31 million and $32 million included in accrued and other current liabilities, respectively, and $115 million, $115 million, and $116 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 EIDP. In addition, there are no differences between Corteva, Inc. and EIDP segment net sales, segment operating EBITDA, segment assets, or significant items by segment; refer to page 38 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 EIDP.

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,
20232022
Income (loss) from continuing operations after income taxes$597$570
Provision for (benefit from) income taxes on continuing operations166119
Income (loss) from continuing operations before income taxes763689
Depreciation and amortization287307
Interest income(40)(15)
Interest expense4418
Exchange (gains) losses3647
Non-operating (benefits) costs43(65)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges1536
Significant items (benefit) charge8322
Corporate expenses2421
Segment operating EBITDA$1,255$1,060

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