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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 May 2, 2024).
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.
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 7, 2024
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 7, 2024
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)71

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)2024202320242023
Net sales$2,326$2,590$12,930$13,519
Cost of goods sold1,5651,6467,0337,554
Research and development expense3483351,037980
Selling, general and administrative expenses6716702,4612,441
Amortization of intangibles170174521508
Restructuring and asset related charges - net32219995
Other income (expense) - net(89)(149)(281)(354)
Interest expense6660173193
Income (loss) from continuing operations before income taxes(615)(446)1,2251,394
Provision for (benefit from) income taxes on continuing operations(110)(129)283239
Income (loss) from continuing operations after income taxes(505)(317)9421,155
Income (loss) from discontinued operations after income taxes(2)(3)45(174)
Net income (loss)(507)(320)987981
Net income (loss) attributable to noncontrolling interests1—32
Net income (loss) attributable to EIDP, Inc.$(508)$(320)$984$979

See Notes to the Interim Consolidated Financial Statements beginning on page 71.

EIDP, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2024202320242023
Net income (loss)$(507)$(320)$987$981
Other comprehensive income (loss) - net of tax:
Cumulative translation adjustments424(323)(206)(41)
Adjustments to pension benefit plans—316
Adjustments to other benefit plans(2)(2)(7)(6)
Unrealized gain (loss) on investments9—(14)—
Derivative instruments7(2)17(154)
Total other comprehensive income (loss)438(324)(209)(195)
Comprehensive income (loss)(69)(644)778786
Comprehensive income (loss) attributable to noncontrolling interests - net of tax1—32
Comprehensive income (loss) attributable to EIDP, Inc.$(70)$(644)$775$784

See Notes to the Interim Consolidated Financial Statements beginning on page 71.

EIDP, Inc.

Consolidated Balance Sheets (Unaudited)

(In millions, except share amounts)September 30, 2024December 31, 2023September 30, 2023
Assets
Current assets
Cash and cash equivalents$2,421$2,644$2,254
Marketable securities7298108
Accounts and notes receivable - net6,6515,4886,581
Inventories5,6746,8996,320
Other current assets8311,1311,070
Total current assets15,64916,26016,333
Investment in nonconsolidated affiliates128115106
Property, plant and equipment9,2358,9568,892
Less: Accumulated depreciation5,0254,6694,572
Net property, plant and equipment4,2104,2874,320
Goodwill10,62910,60510,441
Other intangible assets9,0849,6269,795
Deferred income taxes564584554
Other assets3,1491,8961,778
Total Assets$43,413$43,373$43,327
Liabilities and Equity
Current liabilities
Short-term borrowings and finance lease obligations$3,741$198$3,609
Short-term borrowings - related party——115
Accounts payable3,7534,2803,678
Income taxes payable313174236
Deferred revenue4293,406552
Accrued and other current liabilities2,1772,3472,284
Total current liabilities10,41310,40510,474
Long-term debt1,9752,2912,290
Other noncurrent liabilities
Deferred income tax liabilities4968991,070
Pension and other post employment benefits - noncurrent2,4732,4672,228
Other noncurrent obligations1,5611,6511,707
Total noncurrent liabilities6,5057,3087,295
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at September 30, 2024, December 31, 2023, and September 30, 2023:
$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, 2024, December 31, 2023, and September 30, 2023———
Additional paid-in capital24,41724,34924,323
Retained earnings (accumulated deficit)4,7223,7473,995
Accumulated other comprehensive income (loss)(2,886)(2,677)(3,001)
Total EIDP, Inc. stockholders’ equity26,49225,65825,556
Noncontrolling interests322
Total equity26,49525,66025,558
Total Liabilities and Equity$43,413$43,373$43,327

See Notes to the Interim Consolidated Financial Statements beginning on page 71.

EIDP, Inc.

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,
(In millions)20242023
Operating activities
Net income (loss)$987$981
(Income) loss from discontinued operations after income taxes(45)174
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization925899
Provision for (benefit from) deferred income tax(422)(268)
Net periodic pension and OPEB (credits) costs121105
Pension and OPEB contributions(123)(123)
Net (gain) loss on sales of property, businesses, consolidated companies, and investments(17)(12)
Restructuring and asset related charges - net19995
Other net loss377342
Changes in assets and liabilities, net
Accounts and notes receivable(1,450)(773)
Inventories1,060492
Accounts payable(518)(1,218)
Deferred revenue(2,974)(2,840)
Other assets and liabilities(1,097)(439)
Cash provided by (used for) operating activities - continuing operations(2,977)(2,585)
Cash provided by (used for) operating activities - discontinued operations(157)(30)
Cash provided by (used for) operating activities(3,134)(2,615)
Investing activities
Capital expenditures(416)(412)
Proceeds from sales of property, businesses, and consolidated companies - net of cash divested242
Acquisitions of businesses - net of cash acquired—(1,456)
Investments in and loans to nonconsolidated affiliates(7)(31)
Purchases of investments(137)(83)
Proceeds from sales and maturities of investments115127
Proceeds from settlement of net investment hedge1542
Other investing activities, net(38)(2)
Cash provided by (used for) investing activities(466)(1,773)
Financing activities
Net change in borrowings (less than 90 days)1,7152,419
Proceeds from related party debt—29
Payments on related party debt—(924)
Proceeds from debt3,0473,427
Payments on debt(1,529)(1,314)
Proceeds from exercise of stock options3028
Other financing activities, net(20)(51)
Cash provided by (used for) financing activities3,2433,614
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents(45)(68)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents(402)(842)
Cash, cash equivalents and restricted cash equivalents at beginning of period3,1583,618
Cash, cash equivalents and restricted cash equivalents at end of period$2,756$2,776

See Notes to the Interim Consolidated Financial Statements beginning on page 71.

EIDP, Inc.

Consolidated Statements of Equity (Unaudited)

(In millions)Preferred StockCommon StockAdditional Paid-in CapitalRetained Earnings (Accum. Deficit)Accum. 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 loss(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
(In millions)Preferred StockCommon StockAdditional Paid-in CapitalRetained Earnings (Accum. Deficit)Accum. Other Comp. Income (Loss)Non-Controlling InterestsTotal Equity
2024
Balance at January 1, 2024$239$—$24,349$3,747$(2,677)$2$25,660
Net income (loss)4262428
Other comprehensive Income (loss)(333)(333)
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(3)(3)
Issuance of Corteva stock88
Share-based compensation3(1)2
Other - net—(1)(1)
Balance at March 31, 2024$239$—$24,360$4,169$(3,010)$3$25,761
Net income (loss)1,066—1,066
Other comprehensive income (loss)(314)(314)
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(2)(2)
Issuance of Corteva stock2020
Share-based compensation1515
Other - net4—4
Balance at June 30, 2024$239$—$24,399$5,233$(3,324)$3$26,550
Net income (loss)(508)1(507)
Other comprehensive income438438
Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share)(3)(3)
Issuance of Corteva Stock22
Share-based compensation13—13
Other - net3——(1)2
Balance at September 30, 2024$239$—$24,417$4,722$(2,886)$3$26,495

See Notes to the Interim Consolidated Financial Statements beginning on page 71.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Table of Contents

NotePage
1Basis of Presentation72
2Related Party Transactions73
3Income Taxes73
4Segment Information74

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 remained on EIDP's consolidated financial statements at the standalone level (including the associated interest) through its repayment date in the fourth quarter of 2023.

  • Capital Structure** - At September 30, 2024, Corteva, Inc.'s capital structure consists of 689,170,000 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 11 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 12 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 6 - Supplementary Information - refer to page 14 of the Corteva, Inc. interim Consolidated Financial Statements. In addition, EIDP has a related party loan receivable from Corteva, Inc.; refer to EIDP Note 2 - Related Party Transactions, below.

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

  • Note 10 - Inventories - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 11 - Other Intangible Assets - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements

  • Note 12 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities - refer to page 19 of the Corteva, Inc. interim Consolidated Financial Statements. In addition, EIDP had a related party loan payable to Corteva, Inc. which was repaid during the fourth quarter of 2023; refer to EIDP Note 2 - Related Party Transactions, below.

  • Note 13 - Commitments and Contingent Liabilities - refer to page 21 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 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. EIDP repaid the outstanding related party revolving loan balance during the fourth quarter of 2023. As of September 30, 2023, the outstanding related party loan balance was $115 million (which approximates fair value), with an interest rate of 7.00%. The balance at September 30, 2023 was reflected as short-term borrowings - related party in EIDP's interim Consolidated Balance Sheets. Additionally, EIDP incurred interest expense of $2 million and $22 million for the three and nine months ended September 30, 2023, respectively, associated with the related party loan from Corteva, Inc., net of interest income earned from the below-noted Master In-House Banking Agreement.

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. EIDP had receivables from Corteva, Inc. of $1,505 million, $377 million, and $217 million related to this agreement included in other assets in EIDP's interim Consolidated Balance Sheets as of September 30, 2024, December 31, 2023, and September 30, 2023 respectively. Additionally, EIDP earned interest income from Corteva, Inc. of $18 million and $38 million under this agreement for the three and nine months ended September 30, 2024, respectively, which is reflected as other income (expense) - net in EIDP's interim Consolidated Statements of Operations.

As of September 30, 2024, December 31, 2023 and September 30, 2023, EIDP had payables to Corteva, Inc., of $19 million, $30 million and $38 million included in accrued and other current liabilities, respectively, and $141 million, $106 million and $108 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 23 of the Corteva, Inc. interim Consolidated Financial Statements for further details of the Separation Agreements).

NOTE 3 - INCOME TAXES

Refer to page 16 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 was 17.9 percent and 23.1 percent for the three and nine months ended September 30, 2024 and 28.9 percent and 17.1 percent for the three and nine months ended September 30, 2023, respectively.

EIDP's effective tax rates for the three and nine months ended September 30, 2024 and 2023 were driven by the net tax benefits discussed on page 16 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 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 EBITDAThree Months Ended September 30,Nine Months Ended September 30,
(In millions)2024202320242023
Income (loss) from continuing operations after income taxes$(505)$(317)$942$1,155
Provision for (benefit from) income taxes on continuing operations(110)(129)283239
Income (loss) from continuing operations before income taxes$(615)$(446)$1,225$1,394
Depreciation and amortization306306925899
Interest income(51)(59)(131)(153)
Interest expense6660173193
Exchange (gains) losses97102234242
Non-operating (benefits) costs5028132115
Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges14(44)(4)34
Significant items (benefit) charge3371297271
Corporate expenses26288684
Segment operating EBITDA$(74)$46$2,937$3,079

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