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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.
10.1Supplemental Agreement to the Memorandum of Understanding between The Chemours Company, Corteva, Inc., E. I. du Pont de Nemours and Company And DuPont de Nemours, Inc., dated September 5, 2023.
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:November 9, 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:November 9, 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 Operations66
Consolidated Statements of Comprehensive Income (Loss)67
Consolidated Balance Sheets68
Consolidated Statements of Cash Flows69
Consolidated Statements of Equity70
Notes to the Interim Consolidated Financial Statements (Unaudited)72

CONSOLIDATED FINANCIAL STATEMENTS OF EIDP, Inc.

EIDP, Inc.

Consolidated Statements of Operations (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(In millions, except per share amounts)2023202220232022
Net sales$2,590$2,777$13,519$13,630
Cost of goods sold1,6461,8797,5547,926
Research and development expense335312980876
Selling, general and administrative expenses6706572,4412,409
Amortization of intangibles174178508536
Restructuring and asset related charges - net215295300
Other income (expense) - net(149)23(354)89
Interest expense603219376
Income (loss) from continuing operations before income taxes(446)(410)1,3941,596
Provision for (benefit from) income taxes on continuing operations(129)(77)239364
Income (loss) from continuing operations after income taxes(317)(333)1,1551,232
Income (loss) from discontinued operations after income taxes(3)(6)(174)(46)
Net income (loss)(320)(339)9811,186
Net income (loss) attributable to noncontrolling interests——21
Net income (loss) attributable to EIDP, Inc.$(320)$(339)$979$1,185

See Notes to the Interim Consolidated Financial Statements beginning on page 72.

EIDP, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2023202220232022
Net income (loss)$(320)$(339)$981$1,186
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments(323)(533)(41)(868)
Adjustments to pension benefit plans31136128
Adjustments to other benefit plans(2)1(6)4
Derivative instruments(2)50(154)42
Total other comprehensive income (loss)(324)(369)(195)(694)
Comprehensive income (loss)(644)(708)786492
Comprehensive income (loss) attributable to noncontrolling interests - net of tax——21
Comprehensive income (loss) attributable to EIDP, Inc.$(644)$(708)$784$491

See Notes to the Interim Consolidated Financial Statements beginning on page 72.

EIDP, Inc.

Consolidated Balance Sheets (Unaudited)

(In millions, except share amounts)September 30, 2023December 31, 2022September 30, 2022
Assets
Current assets
Cash and cash equivalents$2,254$3,190$2,199
Marketable securities108124119
Accounts and notes receivable - net6,5815,7016,273
Inventories6,3206,8125,415
Other current assets1,0709681,039
Total current assets16,33316,79515,045
Investment in nonconsolidated affiliates10610291
Property, plant and equipment8,8928,5518,444
Less: Accumulated depreciation4,5724,2974,259
Net property, plant and equipment4,3204,2544,185
Goodwill10,4419,9629,791
Other intangible assets9,7959,3399,461
Deferred income taxes554479407
Other assets1,7781,6871,671
Total Assets$43,327$42,618$40,651
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$3,609$24$1,576
Short-term borrowings - related party115——
Accounts payable3,6784,8954,140
Income taxes payable236183227
Deferred revenue5523,388860
Accrued and other current liabilities2,2842,2582,134
Total current liabilities10,47410,7488,937
Long-term debt2,2901,2831,277
Long-term debt - related party—7891,066
Other noncurrent liabilities
Deferred income tax liabilities1,0701,1191,123
Pension and other post employment benefits - noncurrent2,2282,2552,628
Other noncurrent obligations1,7071,6751,621
Total noncurrent liabilities7,2957,1217,715
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at September 30, 2023, December 31, 2022, and September 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 September 30, 2023, December 31, 2022, and September 30, 2022———
Additional paid-in capital24,32324,28424,252
Retained earnings3,9953,0313,098
Accumulated other comprehensive income (loss)(3,001)(2,806)(3,592)
Total EIDP, Inc. stockholders’ equity25,55624,74823,997
Noncontrolling interests212
Total equity25,55824,74923,999
Total Liabilities and Equity$43,327$42,618$40,651

See Notes to the Interim Consolidated Financial Statements beginning on page 72.

EIDP, Inc.

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,
(In millions)20232022
Operating activities
Net income (loss)$981$1,186
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization899919
Provision for (benefit from) deferred income tax(308)(149)
Net periodic pension and OPEB (credits) costs105(155)
Pension and OPEB contributions(123)(147)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments(12)(17)
Restructuring and asset related charges - net95300
Other net loss342181
Changes in assets and liabilities, net
Accounts and notes receivable(782)(1,814)
Inventories492(466)
Accounts payable(1,215)202
Deferred revenue(2,840)(2,311)
Other assets and liabilities(249)119
Cash provided by (used for) operating activities(2,615)(2,152)
Investing activities
Capital expenditures(412)(460)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested4246
Acquisitions of businesses - net of cash acquired(1,456)—
Investments in and loans to nonconsolidated affiliates(31)(9)
Purchases of investments(83)(314)
Proceeds from sales and maturities of investments127274
Proceeds from settlement of net investment hedge42—
Other investing activities, net(2)24
Cash provided by (used for) investing activities(1,773)(439)
Financing activities
Net change in borrowings (less than 90 days)2,419777
Proceeds from related party debt2919
Payments on related party debt(924)(1,116)
Proceeds from debt3,4271,335
Payments on debt(1,314)(355)
Proceeds from exercise of stock options2866
Other financing activities, net(51)(57)
Cash provided by (used for) financing activities3,614669
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(68)(295)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents(842)(2,217)
Cash, cash equivalents and restricted cash equivalents at beginning of period3,6184,836
Cash, cash equivalents and restricted cash equivalents at end of period$2,776$2,619

See Notes to the Interim Consolidated Financial Statements beginning on page 72.

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
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
(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
Net income (loss)(320)(320)
Other comprehensive income(324)(324)
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(3)(3)
Issuance of Corteva Stock22
Share-based compensation16(1)15
Other - net(1)(2)(3)
Balance at September 30, 2023$239$—$24,323$3,995$(3,001)$2$25,558

See Notes to the Interim Consolidated Financial Statements beginning on page 72.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Table of Contents

NotePage
1Basis of Presentation73
2Related Party Transactions74
3Income Taxes74
4Segment Information75

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 September 30, 2023, Corteva, Inc.'s capital structure consists of 704,880,000 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 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 - Business Combinations - refer to page 10 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 4 - Revenue - refer to page 12 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 5 - Restructuring and Asset Related Charges - Net - refer to page 15 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 6 - Supplementary Information - refer to page 16 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

  • Note 19 - Subsequent Events - refer to page 42 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 September 30, 2023, December 31, 2022, and September 30, 2022, the outstanding related party loan balance was $115 million, $789 million, and $1,066 million, respectively (which approximates fair value), with interest rates of 7.00%, 6.52%, and 4.12%, respectively. The balance at September 30, 2023 was reflected as short-term borrowings – related party and the balance at December 31, 2022 and September 30, 2022 was reflected as long-term debt - related party in EIDP's interim Consolidated Balance Sheets. Additionally, EIDP has incurred tax deductible interest expense of $2 million and $22 million for the three and nine months ended September 30, 2023, respectively, and $14 million and $33 million for the three and nine months ended September 30, 2022, respectively, associated with the related party loan from Corteva, Inc.

EIDP and Corteva, including certain consolidated subsidiaries (collectively the “Participating Companies”), are party to a Master In-House Banking Agreement, which established banking arrangements to facilitate the management of the cash and liquidity needs of the Participating Companies. As of September 30, 2023, EIDP had receivables from Corteva, Inc. of $217 million included in other assets in the interim Consolidated Balance Sheets related to this agreement.

As of September 30, 2023, December 31, 2022, and September 30, 2022, EIDP had payables to Corteva, Inc., of $38 million, $31 million and $24 million included in accrued and other current liabilities, respectively, and $108 million, $115 million, and $122 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 25 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 nine months ended September 30, 2023 was 28.9 percent and 17.1 percent, respectively, and 18.8 percent and 22.8 percent for the three and nine months ended September 30, 2022, respectively.

EIDP's effective tax rates for the three and nine months ended September 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.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 September 30,Nine Months Ended September 30,
2023202220232022
Income (loss) from continuing operations after income taxes$(317)$(333)$1,155$1,232
Provision for (benefit from) income taxes on continuing operations(129)(77)239364
Income (loss) from continuing operations before income taxes(446)(410)1,3941,596
Depreciation and amortization306310899919
Interest income(59)(36)(153)(75)
Interest expense603219376
Exchange (gains) losses1021324296
Non-operating (benefits) costs28(9)115(134)
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges(44)(6)34(3)
Significant items (benefit) charge71202271379
Corporate expenses28328483
Segment operating EBITDA$46$128$3,079$2,937

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