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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. (incorporated by reference to Exhibit No. 3.3 to Corteva’s and EIDP’s Quarterly Report on Form 10-Q (Commission file numbers 001-38710 and 001-00815), filed on May 4, 2023).
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 001-00815) 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.
10.1Amended and Restated EIDP, Inc. Management Deferred Compensation Plan.
10.2Amendment to EIDP, Inc.’s Retirement Savings Restoration Plan.
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:August 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:August 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 Operations65
Consolidated Statements of Comprehensive Income (Loss)66
Consolidated Balance Sheets67
Consolidated Statements of Cash Flows68
Consolidated Statements of Equity69
Notes to the Interim Consolidated Financial Statements (Unaudited)70

CONSOLIDATED FINANCIAL STATEMENTS OF EIDP, Inc.

EIDP, Inc.

Consolidated Statements of Operations (Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share amounts)2023202220232022
Net sales$6,045$6,252$10,929$10,853
Cost of goods sold3,1373,3235,9086,047
Research and development expense329296645564
Selling, general and administrative expenses1,0451,0171,7711,752
Amortization of intangibles174179334358
Restructuring and asset related charges - net6014393148
Other income (expense) - net(134)49(205)66
Interest expense892613344
Income (loss) from continuing operations before income taxes1,0771,3171,8402,006
Provision for (benefit from) income taxes on continuing operations202322368441
Income (loss) from continuing operations after income taxes8759951,4721,565
Income (loss) from discontinued operations after income taxes(163)(30)(171)(40)
Net income (loss)7129651,3011,525
Net income (loss) attributable to noncontrolling interests1—21
Net income (loss) attributable to EIDP, Inc.$711$965$1,299$1,524

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

EIDP, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Net income (loss)$712$965$1,301$1,525
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments148(426)282(335)
Adjustments to pension benefit plans17315
Adjustments to other benefit plans(2)—(4)3
Derivative instruments(85)17(152)(8)
Total other comprehensive income (loss)62(402)129(325)
Comprehensive income (loss)7745631,4301,200
Comprehensive income (loss) attributable to noncontrolling interests - net of tax1—21
Comprehensive income (loss) attributable to EIDP, Inc.$773$563$1,428$1,199

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

EIDP, Inc.

Consolidated Balance Sheets (Unaudited)

(In millions, except share amounts)June 30, 2023December 31, 2022June 30, 2022
Assets
Current assets
Cash and cash equivalents$2,563$3,190$2,401
Marketable securities53124254
Accounts and notes receivable - net7,9555,7016,947
Inventories5,6286,8124,184
Other current assets1,008968978
Total current assets17,20716,79514,764
Investment in nonconsolidated affiliates8310293
Property, plant and equipment8,7978,5518,532
Less: Accumulated depreciation4,4914,2974,232
Net property, plant and equipment4,3064,2544,300
Goodwill10,5399,9629,987
Other intangible assets9,9859,3399,673
Deferred income taxes524479449
Other assets1,5451,6871,640
Total Assets$44,189$42,618$40,906
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$3,023$24$712
Accounts payable3,3794,8953,567
Income taxes payable396183383
Deferred revenue6563,388740
Accrued and other current liabilities2,8942,2582,457
Total current liabilities10,34810,7487,859
Long-term debt2,2901,2831,283
Long-term debt - related party2687891,377
Other noncurrent liabilities
Deferred income tax liabilities1,1341,1191,165
Pension and other post employment benefits - noncurrent2,2362,2552,838
Other noncurrent obligations1,7221,6751,693
Total noncurrent liabilities7,6507,1218,356
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at June 30, 2023, December 31, 2022, and June 30, 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 June 30, 2023, December 31, 2022, and June 30, 2022———
Additional paid-in capital24,30624,28424,235
Retained earnings4,3213,0313,439
Accumulated other comprehensive income (loss)(2,677)(2,806)(3,223)
Total EIDP, Inc. stockholders’ equity26,18924,74824,690
Noncontrolling interests211
Total equity26,19124,74924,691
Total Liabilities and Equity$44,189$42,618$40,906

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

EIDP, Inc.

Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,
(In millions)20232022
Operating activities
Net income (loss)$1,301$1,525
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization593609
Provision for (benefit from) deferred income tax(171)(79)
Net periodic pension and OPEB (credits) costs71(138)
Pension and OPEB contributions(91)(113)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments(1)(1)
Restructuring and asset related charges - net93148
Other net loss19299
Changes in assets and liabilities, net
Accounts and notes receivable(1,899)(2,331)
Inventories1,320905
Accounts payable(1,558)(488)
Deferred revenue(2,758)(2,450)
Other assets and liabilities392681
Cash provided by (used for) operating activities(2,516)(1,633)
Investing activities
Capital expenditures(250)(318)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested3412
Acquisitions of businesses - net of cash acquired(1,463)—
Investments in and loans to nonconsolidated affiliates(4)(6)
Purchases of investments(7)(236)
Proceeds from sales and maturities of investments10693
Proceeds from settlement of net investment hedge42—
Other investing activities, net(2)20
Cash provided by (used for) investing activities(1,544)(435)
Financing activities
Net change in borrowings (less than 90 days)885325
Proceeds from related party debt2919
Payments on related party debt(552)(805)
Proceeds from debt3,427772
Payments on debt(372)(204)
Proceeds from exercise of stock options2662
Other financing activities, net(47)(51)
Cash provided by (used for) financing activities3,396118
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents9(116)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents(655)(2,066)
Cash, cash equivalents and restricted cash equivalents at beginning of period3,6184,836
Cash, cash equivalents and restricted cash equivalents at end of period$2,963$2,770

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

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
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
(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
Net income (loss)7111712
Other comprehensive income (loss)6262
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(2)(2)
Issuance of Corteva stock1919
Share-based compensation14(1)13
Other - net(2)(1)(1)(4)
Balance at June 30, 2023$239$—$24,306$4,321$(2,677)$2$26,191

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

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Table of Contents

NotePage
1Basis of Presentation71
2Related Party Transactions72
3Income Taxes72
4Segment Information72

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 June 30, 2023, Corteva, Inc.'s capital structure consists of 709,516,000 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 - Differences exist between Corteva, Inc. and EIDP; refer to EIDP Note 3 - Income Taxes, of the EIDP interim Consolidated Financial Statements, below

  • 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 31 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 15 - Pension Plans and Other Post Employment Benefits - refer to page 33 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 16 - Financial Instruments - refer to page 34 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 17 - Fair Value Measurements - refer to page 39 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 18 - Segment Information - Differences exist between Corteva, Inc. and EIDP; refer to EIDP Note 4 - 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, EIDP entered into a related party revolving loan from Corteva, Inc., with a maturity date in 2024. As of June 30, 2023, December 31, 2022, and June 30, 2022, the outstanding related party loan balance was $268 million, $789 million, and $1,377 million, respectively (which approximates fair value), with interest rates of 7.00%, 6.52%, and 4.12%, 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 $7 million and $20 million for the three and six months ended June 30, 2023, respectively, and $10 million and $19 million for the three and six months ended June 30, 2022, respectively, associated with the related party loan from Corteva, Inc.

As of June 30, 2023, December 31, 2022, and June 30, 2022, EIDP had payables to Corteva, Inc., of $44 million, $31 million and $30 million included in accrued and other current liabilities, respectively, and $115 million, $115 million, and $119 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 - INCOME TAXES

Refer to page 17 of the Corteva, Inc. Interim Consolidated Financial Statements for discussion of tax items that do not differ between Corteva, Inc. and EIDP.

The effective tax rate for the three and six months ended June 30, 2023 was 18.8 percent and 20.0 percent, respectively, and 24.4 percent and 22.0 percent for the three and six months ended June 30, 2022, respectively.

EIDP's effective tax rates for the three and six months ended June 30, 2023 and 2022 were driven by net tax benefits recognized for income taxes on continuing operations associated with the interest expense incurred on the related party loan between EIDP and Corteva, Inc. and the net tax benefits discussed on page 17 of the Corteva, Inc. Interim Consolidated Financial Statements.

NOTE 4 - 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 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 EIDP.

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,
2023202220232022
Income (loss) from continuing operations after income taxes$875$995$1,472$1,565
Provision for (benefit from) income taxes on continuing operations202322368441
Income (loss) from continuing operations before income taxes1,0771,3171,8402,006
Depreciation and amortization306302593609
Interest income(54)(24)(94)(39)
Interest expense892613344
Exchange (gains) losses1043614083
Non-operating (benefits) costs44(60)87(125)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges63(33)783
Significant items (benefit) charge117155200177
Corporate expenses32305651
Segment operating EBITDA$1,778$1,749$3,033$2,809

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