Item 6. EXHIBITS
33K characters. Original on sec.gov ·
Item 6. EXHIBITS
| Exhibit Number | Description | |||||||
| 2.1 | Separation 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). | |||||||
| 3.1 | Amended 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). | |||||||
| 3.2 | Amended 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). | |||||||
| 3.3 | Amended and Restated Certificate of Incorporation of EIDP, Inc. | |||||||
| 3.4 | Amended 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). | |||||||
| 4 | Corteva agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of Corteva and its subsidiaries. | |||||||
| 21 | Subsidiaries of the Registrant. | |||||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of the company’s and EIDP’s Principal Executive Officer. | |||||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of the company’s and EIDP’s Principal Financial Officer. | |||||||
| 32.1 | Section 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. | |||||||
| 32.2 | Section 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.INS | XBRL 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.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover 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
CONSOLIDATED FINANCIAL STATEMENTS OF EIDP, Inc.
EIDP, Inc.
Consolidated Statements of Operations (Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| (In millions, except per share amounts) | 2023 | 2022 | ||||||||||||
| Net sales | $ | 4,884 | $ | 4,601 | ||||||||||
| Cost of goods sold | 2,771 | 2,724 | ||||||||||||
| Research and development expense | 316 | 268 | ||||||||||||
| Selling, general and administrative expenses | 726 | 735 | ||||||||||||
| Amortization of intangibles | 160 | 179 | ||||||||||||
| Restructuring and asset related charges - net | 33 | 5 | ||||||||||||
| Other income (expense) - net | (71) | 17 | ||||||||||||
| Interest expense | 44 | 18 | ||||||||||||
| Income (loss) from continuing operations before income taxes | 763 | 689 | ||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 166 | 119 | ||||||||||||
| Income (loss) from continuing operations after income taxes | 597 | 570 | ||||||||||||
| (Loss) income from discontinued operations after income taxes | (8) | (10) | ||||||||||||
| Net income (loss) | 589 | 560 | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | 1 | 1 | ||||||||||||
| 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) | 2023 | 2022 | ||||||||||||
| Net income (loss) | $ | 589 | $ | 560 | ||||||||||
| Other comprehensive income (loss) - net of tax: | ||||||||||||||
| Cumulative translation adjustments | 134 | 91 | ||||||||||||
| Adjustments to pension benefit plans | 2 | 8 | ||||||||||||
| Adjustments to other benefit plans | (2) | 3 | ||||||||||||
| Derivative instruments | (67) | (25) | ||||||||||||
| Total other comprehensive income (loss) | 67 | 77 | ||||||||||||
| Comprehensive income (loss) | 656 | 637 | ||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests - net of tax | 1 | 1 | ||||||||||||
| 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, 2023 | December 31, 2022 | March 31, 2022 | ||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 1,646 | $ | 3,190 | $ | 2,031 | |||||
| Marketable securities | 85 | 124 | 290 | ||||||||
| Accounts and notes receivable - net | 8,678 | 5,701 | 7,275 | ||||||||
| Inventories | 6,585 | 6,812 | 4,986 | ||||||||
| Other current assets | 1,335 | 968 | 1,296 | ||||||||
| Total current assets | 18,329 | 16,795 | 15,878 | ||||||||
| Investment in nonconsolidated affiliates | 87 | 102 | 91 | ||||||||
| Property, plant and equipment | 8,633 | 8,551 | 8,483 | ||||||||
| Less: Accumulated depreciation | 4,362 | 4,297 | 4,150 | ||||||||
| Net property, plant and equipment | 4,271 | 4,254 | 4,333 | ||||||||
| Goodwill | 10,508 | 9,962 | 10,109 | ||||||||
| Other intangible assets | 10,137 | 9,339 | 9,865 | ||||||||
| Deferred income taxes | 508 | 479 | 471 | ||||||||
| Other assets | 1,660 | 1,687 | 1,886 | ||||||||
| 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 payable | 3,957 | 4,895 | 3,685 | ||||||||
| Income taxes payable | 298 | 183 | 180 | ||||||||
| Deferred revenue | 2,712 | 3,388 | 2,435 | ||||||||
| Accrued and other current liabilities | 2,496 | 2,258 | 2,347 | ||||||||
| Total current liabilities | 13,250 | 10,748 | 9,665 | ||||||||
| Long-term debt | 1,241 | 1,283 | 1,154 | ||||||||
| Long-term debt - related party | 429 | 789 | 1,825 | ||||||||
| Other noncurrent liabilities | |||||||||||
| Deferred income tax liabilities | 1,255 | 1,119 | 1,203 | ||||||||
| Pension and other post employment benefits - noncurrent | 2,242 | 2,255 | 2,983 | ||||||||
| Other noncurrent obligations | 1,692 | 1,675 | 1,704 | ||||||||
| Total noncurrent liabilities | 6,859 | 7,121 | 8,869 | ||||||||
| 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) | 169 | 169 | 169 | ||||||||
| $3.50 Series – 700,000 shares (callable at $102) | 70 | 70 | 70 | ||||||||
| 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 capital | 24,275 | 24,284 | 24,202 | ||||||||
| Retained earnings | 3,614 | 3,031 | 2,478 | ||||||||
| Accumulated other comprehensive income (loss) | (2,739) | (2,806) | (2,821) | ||||||||
| Total EIDP, Inc. stockholders’ equity | 25,389 | 24,748 | 24,098 | ||||||||
| Noncontrolling interests | 2 | 1 | 1 | ||||||||
| Total equity | 25,391 | 24,749 | 24,099 | ||||||||
| 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) | 2023 | 2022 | ||||||
| Operating activities | ||||||||
| Net income (loss) | $ | 589 | $ | 560 | ||||
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||||||||
| Depreciation and amortization | 287 | 307 | ||||||
| Provision for (benefit from) deferred income tax | (85) | (37) | ||||||
| Net periodic pension and OPEB benefit, net | 36 | (71) | ||||||
| Pension and OPEB contributions | (50) | (55) | ||||||
| Net (gain) loss on sales of property, businesses, consolidated companies, and investments | 1 | 3 | ||||||
| Restructuring and asset related charges - net | 33 | 5 | ||||||
| Other net loss | 48 | 104 | ||||||
| Changes in assets and liabilities, net | ||||||||
| Accounts and notes receivable | (2,708) | (2,372) | ||||||
| Inventories | 324 | 234 | ||||||
| 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 divested | 21 | 5 | ||||||
| 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 investments | 40 | 10 | ||||||
| Proceeds from settlement of net investment hedge | 42 | — | ||||||
| Cash provided by (used for) investing activities | (1,511) | (404) | ||||||
| Financing activities | ||||||||
| Net change in borrowings (less than 90 days) | 3,084 | 744 | ||||||
| Proceeds from related party debt | — | — | ||||||
| Payments on related party debt | (361) | (337) | ||||||
| Proceeds from debt | 626 | 311 | ||||||
| Payments on debt | (56) | — | ||||||
| Proceeds from exercise of stock options | 7 | 40 | ||||||
| Other financing activities, net | (31) | (47) | ||||||
| Cash provided by (used for) financing activities | 3,269 | 711 | ||||||
| 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 period | 3,618 | 4,836 | ||||||
| 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 Stock | Common Stock | Additional Paid-in Capital "APIC" | Retained Earnings | Accum. Other Comp Income (Loss) | Non-controlling Interests | Total Equity | ||||||||||||||||
| 2022 | |||||||||||||||||||||||
| Balance at January 1, 2022 | $ | 239 | $ | — | $ | 24,196 | $ | 1,922 | $ | (2,898) | $ | — | $ | 23,459 | |||||||||
| Net income (loss) | 559 | 1 | 560 | ||||||||||||||||||||
| Other comprehensive income (loss) | 77 | 77 | |||||||||||||||||||||
| Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share) | (2) | (2) | |||||||||||||||||||||
| Issuance of Corteva stock | 40 | 40 | |||||||||||||||||||||
| 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 Stock | Common Stock | Additional Paid-in Capital "APIC" | Retained Earnings | Accum. Other Comp Income (Loss) | Non-controlling Interests | Total Equity | ||||||||||||||||
| 2023 | |||||||||||||||||||||||
| Balance at January 1, 2023 | $ | 239 | $ | — | $ | 24,284 | $ | 3,031 | $ | (2,806) | $ | 1 | $ | 24,749 | |||||||||
| Net income (loss) | 588 | 1 | 589 | ||||||||||||||||||||
| Other comprehensive Income (loss) | 67 | 67 | |||||||||||||||||||||
| Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share) | (3) | (3) | |||||||||||||||||||||
| Issuance of Corteva stock | 7 | 7 | |||||||||||||||||||||
| 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
| Note | Page | |||||||
| 1 | Basis of Presentation | 67 | ||||||
| 2 | Related Party Transactions | 68 | ||||||
| 3 | Segment Information | 68 |
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
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Note 2 - Recent Accounting Guidance - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements
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Note 3 - Business Combinations - refer to page 9 of the Corteva, Inc. interim Consolidated Financial Statements
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Note 4 - Revenue - refer to page 11 of the Corteva, Inc. interim Consolidated Financial Statements
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Note 5 - Restructuring and Asset Related Charges - Net - refer to page 14 of the Corteva, Inc. interim Consolidated Financial Statements
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Note 6 - Supplementary Information - refer to page 15 of the Corteva, Inc. interim Consolidated Financial Statements
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Note 7 - Income Taxes - refer to page 17 of the Corteva, Inc. interim Consolidated Financial Statements
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Note 8 - Earnings Per Share of Common Stock - Not applicable for EIDP
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Note 9 - Accounts and Notes Receivable - Net - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements
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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
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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, | |||||||||||||
| 2023 | 2022 | |||||||||||||
| Income (loss) from continuing operations after income taxes | $ | 597 | $ | 570 | ||||||||||
| Provision for (benefit from) income taxes on continuing operations | 166 | 119 | ||||||||||||
| Income (loss) from continuing operations before income taxes | 763 | 689 | ||||||||||||
| Depreciation and amortization | 287 | 307 | ||||||||||||
| Interest income | (40) | (15) | ||||||||||||
| Interest expense | 44 | 18 | ||||||||||||
| Exchange (gains) losses | 36 | 47 | ||||||||||||
| Non-operating (benefits) costs | 43 | (65) | ||||||||||||
| Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges | 15 | 36 | ||||||||||||
| Significant items (benefit) charge | 83 | 22 | ||||||||||||
| Corporate expenses | 24 | 21 | ||||||||||||
| Segment operating EBITDA | $ | 1,255 | $ | 1,060 |
Previous: Item 5. OTHER INFORMATION