Item 6. EXHIBITS
32K 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 May 2, 2024). | |||||||
| 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 December 21, 2022). | |||||||
| 3.3 | Amended 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). | |||||||
| 3.4 | 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 001-00815) 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. | |||||||
| 10.1 | Employment Agreement between Corteva, Inc. and Luke Kissam, dated April 10, 2026. | |||||||
| 10.2 | Form of Restricted Stock Unit Agreement | |||||||
| 10.3 | Form of Performance Stock Unit Agreement | |||||||
| 10.4 | Form of Restricted Stock Unit Agreement for Directors | |||||||
| 10.5 | Form of Option Agreement | |||||||
| 10.6 | Corteva, Inc. 2019 Omnibus Incentive Plan. (incorporated by reference to Exhibit No. 10.5 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on May 6, 2019). | |||||||
| 10.7 | Corteva, Inc. Global Omnibus Employee Stock Purchase Plan (incorporated by reference from Exhibit 4.3 to Corteva’s Registration Statement on Form S-8 (Commission file number 333-249887), filed November 5, 2020). | |||||||
| 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 6, 2026 | |||||||
| 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 6, 2026 | |||||||
| 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) | 2026 | 2025 | ||||||||||||
| Net sales | $ | 4,905 | $ | 4,417 | ||||||||||
| Cost of goods sold | 2,372 | 2,342 | ||||||||||||
| Research and development expense | 341 | 335 | ||||||||||||
| Selling, general and administrative expenses | 877 | 751 | ||||||||||||
| Amortization of intangibles | 160 | 162 | ||||||||||||
| Restructuring and asset related charges - net | 92 | 22 | ||||||||||||
| Separation costs | 52 | — | ||||||||||||
| Other income (expense) - net | (117) | 15 | ||||||||||||
| Interest expense | 36 | 36 | ||||||||||||
| Income (loss) from continuing operations before income taxes | 858 | 784 | ||||||||||||
| Provision for (benefit from) income taxes on continuing operations | 133 | 117 | ||||||||||||
| Income (loss) from continuing operations after income taxes | 725 | 667 | ||||||||||||
| Income (loss) from discontinued operations after income taxes | (2) | (11) | ||||||||||||
| Net income (loss) | 723 | 656 | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | 1 | 1 | ||||||||||||
| Net income (loss) attributable to EIDP, Inc. | $ | 722 | $ | 655 |
See Notes to the EIDP Interim Consolidated Financial Statements.
EIDP, Inc.
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||
| Net income (loss) | $ | 723 | $ | 656 | ||||||||||
| Other comprehensive income (loss) - net of tax: | ||||||||||||||
| Cumulative translation adjustments | (129) | 186 | ||||||||||||
| Adjustments to pension benefit plans | (4) | 1 | ||||||||||||
| Adjustments to other benefit plans | (3) | (3) | ||||||||||||
| Unrealized gain (loss) on investments | 1 | 2 | ||||||||||||
| Derivative instruments | (8) | 12 | ||||||||||||
| Total other comprehensive income (loss) | (143) | 198 | ||||||||||||
| Comprehensive income (loss) | 580 | 854 | ||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests - net of tax | 1 | 1 | ||||||||||||
| Comprehensive income (loss) attributable to EIDP, Inc. | $ | 579 | $ | 853 |
See Notes to the EIDP Interim Consolidated Financial Statements.
EIDP, Inc.
Consolidated Balance Sheets (Unaudited)
| (In millions, except share amounts) | March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 1,964 | $ | 4,521 | $ | 2,008 | |||||
| Marketable securities | 2 | 9 | 1 | ||||||||
| Accounts and notes receivable - net | 9,088 | 6,371 | 8,294 | ||||||||
| Inventories | 5,202 | 5,667 | 5,132 | ||||||||
| Other current assets | 1,129 | 767 | 1,152 | ||||||||
| Total current assets | 17,385 | 17,335 | 16,587 | ||||||||
| Investment in nonconsolidated affiliates | 165 | 160 | 136 | ||||||||
| Property, plant and equipment | 9,617 | 9,551 | 9,244 | ||||||||
| Less: Accumulated depreciation | 5,434 | 5,331 | 5,139 | ||||||||
| Net property, plant and equipment | 4,183 | 4,220 | 4,105 | ||||||||
| Goodwill | 10,409 | 10,465 | 10,332 | ||||||||
| Other intangible assets | 8,147 | 8,301 | 8,718 | ||||||||
| Deferred income taxes | 395 | 320 | 413 | ||||||||
| Other assets | 2,033 | 2,044 | 1,832 | ||||||||
| Total Assets | $ | 42,717 | $ | 42,845 | $ | 42,123 | |||||
| Liabilities and Equity | |||||||||||
| Current liabilities | |||||||||||
| Short-term borrowings | $ | 1,674 | $ | 894 | $ | 2,291 | |||||
| Accounts payable | 4,187 | 4,398 | 3,905 | ||||||||
| Income taxes payable | 229 | 155 | 322 | ||||||||
| Deferred revenue | 2,773 | 3,579 | 2,631 | ||||||||
| Accrued and other current liabilities | 3,369 | 3,223 | 2,321 | ||||||||
| Total current liabilities | 12,232 | 12,249 | 11,470 | ||||||||
| Long-term debt | 1,682 | 1,686 | 1,792 | ||||||||
| Other noncurrent liabilities | |||||||||||
| Deferred income tax liabilities | 290 | 251 | 369 | ||||||||
| Pension and other post-employment benefits | 2,388 | 2,434 | 2,239 | ||||||||
| Other noncurrent obligations | 1,898 | 1,963 | 1,715 | ||||||||
| Total noncurrent liabilities | 6,258 | 6,334 | 6,115 | ||||||||
| Commitments and contingent liabilities | |||||||||||
| Stockholders’ equity | |||||||||||
| Preferred stock, without par value – cumulative; 23,000,000 shares authorized; issued at March 31, 2026, December 31, 2025, and March 31, 2025: | |||||||||||
| $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, 2026, December 31, 2025, and March 31, 2025 | — | — | — | ||||||||
| Additional paid-in capital | 24,624 | 24,610 | 24,497 | ||||||||
| Retained earnings (accumulated deficit) | 2,300 | 2,207 | 3,070 | ||||||||
| Accumulated other comprehensive income (loss) | (2,940) | (2,797) | (3,271) | ||||||||
| Total EIDP, Inc. stockholders’ equity | 24,223 | 24,259 | 24,535 | ||||||||
| Noncontrolling interests | 4 | 3 | 3 | ||||||||
| Total equity | 24,227 | 24,262 | 24,538 | ||||||||
| Total Liabilities and Equity | $ | 42,717 | $ | 42,845 | $ | 42,123 |
See Notes to the EIDP Interim Consolidated Financial Statements.
EIDP, Inc.
Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended March 31, | ||||||||
| (In millions) | 2026 | 2025 | ||||||
| Operating activities | ||||||||
| Net income (loss) | $ | 723 | $ | 656 | ||||
| (Income) loss from discontinued operations after income taxes | 2 | 11 | ||||||
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: | ||||||||
| Depreciation and amortization | 297 | 296 | ||||||
| Provision for (benefit from) deferred income tax | (52) | (122) | ||||||
| Net periodic pension and OPEB (benefit) cost, net | (3) | 10 | ||||||
| Pension and OPEB contributions | (48) | (51) | ||||||
| Net (gain) loss on sales of property, businesses, consolidated companies, and investments | 3 | (4) | ||||||
| Restructuring and asset related charges - net | 92 | 22 | ||||||
| Other net loss | 157 | 75 | ||||||
| Changes in assets and liabilities, net | ||||||||
| Accounts and notes receivable | (2,810) | (2,505) | ||||||
| Inventories | 439 | 379 | ||||||
| Accounts payable | (221) | (190) | ||||||
| Deferred revenue | (790) | (667) | ||||||
| Other assets and liabilities | (674) | (11) | ||||||
| Cash provided by (used for) operating activities - continuing operations | (2,885) | (2,101) | ||||||
| Cash provided by (used for) operating activities - discontinued operations | (6) | (8) | ||||||
| Cash provided by (used for) operating activities | (2,891) | (2,109) | ||||||
| Investing activities | ||||||||
| Capital expenditures | (81) | (94) | ||||||
| Proceeds from sales of property, businesses, and consolidated companies - net of cash divested | — | 8 | ||||||
| Investments in and loans to nonconsolidated affiliates | (3) | — | ||||||
| Proceeds from sales and maturities of investments | 8 | 62 | ||||||
| Other investing activities, net | (1) | (10) | ||||||
| Cash provided by (used for) investing activities | (77) | (34) | ||||||
| Financing activities | ||||||||
| Net change in borrowings (less than 90 days) | 521 | 745 | ||||||
| Net payments from (advances to) Parent on in-house banking arrangement | — | 129 | ||||||
| Proceeds from debt | 268 | 637 | ||||||
| Payments on debt | (22) | (14) | ||||||
| Proceeds from exercise of stock options | 17 | 35 | ||||||
| Dividends paid to Parent | (371) | (513) | ||||||
| Other financing activities, net | (24) | (24) | ||||||
| Cash provided by (used for) financing activities | 389 | 995 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | (5) | 21 | ||||||
| Increase (decrease) in cash, cash equivalents and restricted cash equivalents | (2,584) | (1,127) | ||||||
| Cash, cash equivalents and restricted cash equivalents at beginning of period | 4,725 | 3,422 | ||||||
| Cash, cash equivalents and restricted cash equivalents at end of period | $ | 2,141 | $ | 2,295 |
See Notes to the EIDP Interim Consolidated Financial Statements.
EIDP, Inc.
Consolidated Statements of Equity (Unaudited)
| (In millions) | Preferred Stock | Common Stock | Additional Paid-in Capital | Due from Parent | Retained Earnings (Accum. Deficit) | Accum. Other Comp. Income (Loss) | Non-Controlling Interests | Total Equity | ||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | 239 | $ | — | $ | 24,610 | $ | — | $ | 2,207 | $ | (2,797) | $ | 3 | $ | 24,262 | ||||||||||
| Net income (loss) | 722 | 1 | 723 | |||||||||||||||||||||||
| Other comprehensive income (loss) | (143) | (143) | ||||||||||||||||||||||||
| Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share) | (2) | (2) | ||||||||||||||||||||||||
| Issuance of Corteva stock | 17 | 17 | ||||||||||||||||||||||||
| Share-based compensation | (2) | (2) | ||||||||||||||||||||||||
| Dividend to Parent | (627) | (627) | ||||||||||||||||||||||||
| Other - net | (1) | (1) | ||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 239 | $ | — | $ | 24,624 | $ | — | $ | 2,300 | $ | (2,940) | $ | 4 | $ | 24,227 | ||||||||||
| (In millions) | Preferred Stock | Common Stock | Additional Paid-in Capital | Due from Parent | Retained Earnings (Accum. Deficit) | Accum. Other Comp. Income (Loss) | Non-Controlling Interests | Total Equity | ||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | 239 | $ | — | $ | 24,464 | $ | (129) | $ | 2,930 | $ | (3,469) | $ | 2 | $ | 24,037 | ||||||||||
| Net income (loss) | 655 | 1 | 656 | |||||||||||||||||||||||
| Other comprehensive income (loss) | 198 | 198 | ||||||||||||||||||||||||
| Due from Parent | 129 | 129 | ||||||||||||||||||||||||
| Preferred dividends ($4.50 Series - $1.125 per share, $3.50 Series - $0.875 per share) | (3) | (3) | ||||||||||||||||||||||||
| Issuance of Corteva stock | 35 | 35 | ||||||||||||||||||||||||
| Share-based compensation | (2) | (2) | ||||||||||||||||||||||||
| Dividend to Parent | (513) | (513) | ||||||||||||||||||||||||
| Other - net | 1 | 1 | ||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | 239 | $ | — | $ | 24,497 | $ | — | $ | 3,070 | $ | (3,271) | $ | 3 | $ | 24,538 | ||||||||||
See Notes to the EIDP Interim Consolidated Financial Statements.
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 | 67 | ||||||
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
Corteva, Inc. owns 100 percent 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.
-
Master In-House Banking Agreement - A Master In-House Banking Agreement exists to which EIDP is a party, along with Corteva and certain consolidated subsidiaries, as more fully described in EIDP Note 2 - Related Party Transactions, to the EIDP interim Consolidated Financial Statements.
-
Dividends -** The Board of Directors of EIDP authorizes and declares a quarterly dividend to Corteva, Inc., from which the proceeds are intended to be used to fund Corteva, Inc. share repurchases and common stock dividends during the subsequent quarter.
-
Capital Structure - At March 31, 2026, Corteva, Inc.'s capital structure consists of 670,044,000 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 footnotes of the Corteva interim Consolidated Financial Statements:
-
Note 1 - Summary of Significant Accounting Policies
-
Note 2 - Recent Accounting Guidance
-
Note 3 - Revenue
-
Note 4 - Restructuring and Asset Related Charges - Net
-
Note 5 - Supplementary Information
-
Note 6 - Income Taxes
-
Note 7 - Earnings Per Share of Common Stock - Not applicable for EIDP
-
Note 8 - Accounts and Notes Receivable - Net
-
Note 9 - Inventories
-
Note 10 - Other Intangible Assets
-
Note 11 - Short-Term Borrowings, Long-Term Debt and Available Credit Facilities
-
Note 12 - Commitments and Contingent Liabilities
-
Note 13 - Stockholders’ Equity
-
Note 14 - Pension Plans and Other Post Employment Benefits
-
Note 15 - Financial Instruments
-
Note 16 - Fair Value Measurements
-
Note 17 - Segment Information
NOTE 2 - RELATED PARTY TRANSACTIONS
Transactions with Corteva
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.
In February and March 2026, the Board of Directors of EIDP authorized and declared cumulative dividends of $627 million to Corteva, Inc., from which the proceeds are intended to be used to fund Corteva, Inc. share repurchases and common stock dividends during the first and second quarters of 2026. As of March 31, 2026, EIDP had a dividend payable to Corteva, Inc. of $390 million.
For the three months ended March 31, 2026, EIDP declared cash dividends to Corteva, Inc. amounting to $627 million, of which $371 million were paid to Corteva, Inc. during the period. For the three months ended March 31, 2025, EIDP declared cash dividends to Corteva, Inc. amounting to $513 million, all of which were paid to Corteva, Inc. during the period.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
As of March 31, 2026, December 31, 2025 and March 31, 2025, EIDP had payables to Corteva, Inc. of $28 million, $27 million and $17 million included in accrued and other current liabilities, respectively, and $103 million, $154 million and $149 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 the section entitled “Guarantees” of Note 15 - Commitments and Contingent Liabilities, to the interim Corteva Consolidated Financial Statements, for further details of the Separation Agreements).
Previous: Item 5. OTHER INFORMATION