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2: EX-21 Subsidiaries List HTML 152K
3: EX-23.1 Consent of Expert or Counsel HTML 45K
4: EX-23.2 Consent of Expert or Counsel HTML 45K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 58K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 56K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 56K
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8: EX-32.2 Certification -- §906 - SOA'02 HTML 50K
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16: R2 Audit Information HTML 51K
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26: R12 Summary of Significant Accounting Policies HTML 93K
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29: R15 Revenue (Notes) HTML 109K
30: R16 Restructuring and Asset Related Charges HTML 123K
31: R17 Supplementary Information HTML 95K
32: R18 Income Taxes HTML 180K
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35: R21 Inventories HTML 54K
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38: R24 Leases (Notes) HTML 168K
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48: R34 EIDP Income Taxes (Notes) HTML 230K
49: R35 EIDP Segment FN (Notes) HTML 200K
50: R36 Pay vs Performance Disclosure HTML 58K
51: R37 Insider Trading Arrangements HTML 52K
52: R38 Background and Basis of Presentation (Policies) HTML 56K
53: R39 Summary of Significant Accounting Policies HTML 153K
(Policies)
54: R40 Recent Accounting Guidance Recent Accounting HTML 52K
Guidance (Policies)
55: R41 Revenue from Contract with Customer (Policies) HTML 49K
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63: R49 Inventories (Tables) HTML 55K
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66: R52 Leases (Tables) HTML 111K
67: R53 Long-Term Debt and Available Credit Facilities HTML 95K
(Tables)
68: R54 Commitments and Contingent Liabilities (Tables) HTML 65K
69: R55 Stockholders' Equity (Tables) HTML 168K
70: R56 Pension Plans and Other Post Employment Benefit HTML 374K
Plans (Tables)
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75: R61 Segment Reporting (Tables) HTML 174K
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77: R63 EIDP Segment FN (Tables) HTML 102K
78: R64 Schedule II - Valuation and Qualifying Accounts HTML 63K
(Details)
79: R65 Background and Basis of Presentation (Details) HTML 66K
80: R66 Summary of Significant Accounting Policies HTML 62K
(Details)
81: R67 Business Combinations and Asset Acquisitions HTML 116K
(Details)
82: R68 Business Combinations and Asset Acquisitions - HTML 72K
Intangible Assets (Details)
83: R69 Revenue Narrative (Details) HTML 54K
84: R70 Revenue Contract Balances (Details) HTML 63K
85: R71 Revenue Disaggregation of Revenue - Products HTML 76K
(Details)
86: R72 Revenue Disaggregation of Revenue - Geo (Details) HTML 80K
87: R73 Restructuring and Asset Related Charges - Crop HTML 96K
Protection Operations Strategy(Details)
88: R74 Restructuring and Asset Related Charges 2022 HTML 114K
Restructuring Actions (Details)
89: R75 Restructuring and Asset Related Charges 2021 HTML 73K
Restructuring Actions (Details)
90: R76 Restructuring and Asset Related Charges Asset HTML 52K
Impairments (Details)
91: R77 Supplementary Information Other Income (Expense) - HTML 89K
Net (Details)
92: R78 Supplementary Information Foreign Currency HTML 63K
Exchange Gain (Loss) (Details)
93: R79 Supplementary Information Reconciliation of Cash, HTML 60K
Cash Equivalents and Restricted Cash (Details)
94: R80 Supplementary Information Supplementary HTML 55K
Information (Narrative) (Details)
95: R81 Income Taxes Income Taxes - Geographic Allocation HTML 92K
of Income and Provision for Income Taxes (Details)
96: R82 Income Taxes Income Taxes - Reconciliation to US HTML 78K
Statutory Rate (Details)
97: R83 Income Taxes Income Taxes - Deferred Tax Balances HTML 86K
(Details)
98: R84 Income Taxes Income Taxes - Operating Loss and Tax HTML 58K
Credit Carryforwards (Details)
99: R85 Income Taxes Income Taxes - Gross Unrecognized Tax HTML 73K
Benefits (Details)
100: R86 Earnings Per Share Net Income for Earnings Per HTML 67K
Share Calculations - Basic and Diluted (Details)
101: R87 Earnings Per Share of Common Stock EPS Calculation HTML 60K
- Basic (Details)
102: R88 Earnings Per Share of Common Stock EPS Calculation HTML 60K
- Diluted (Details)
103: R89 Earnings Per Share Share Count Information HTML 59K
(Details)
104: R90 Accounts and Notes Receivable, Net (Schedule of HTML 62K
Accounts and Notes Receivable, Net) (Details)
105: R91 Accounts and Notes Receivable Allowance HTML 53K
Rollforward (Details)
106: R92 Accounts and Notes Receivable, Net Customer HTML 54K
Financing (Details)
107: R93 Inventories Schedule of Inventory (Details) HTML 54K
108: R94 Property, Plant and Equipment Schedule of HTML 73K
Property, Plant and Equipment (Details)
109: R95 Property, Plant and Equipment Schedule of HTML 48K
Depreciation (Details)
110: R96 Goodwill and Other Intangible Assets Goodwill by HTML 70K
Segment (Details)
111: R97 Goodwill and Other Intangible Assets Other HTML 79K
Intangible Assets (Details)
112: R98 Goodwill and Other Intangible Assets Amortization HTML 61K
Expense (Details)
113: R99 Leases Narrative (Details) HTML 50K
114: R100 Leases Lease Costs (Details) HTML 59K
115: R101 Leases Supplemental Cash Flow Information HTML 50K
(Details)
116: R102 Leases Supplemental Balance Sheet Information HTML 81K
(Details)
117: R103 Leases Lease Term and Discount Rate (Details) HTML 55K
118: R104 Leases Maturity of Lease Liabilities (Details) HTML 84K
119: R105 Long-Term Debt and Available Credit Facilities HTML 93K
Long Term Debt (Details)
120: R106 Long-Term Debt and Available Credit Facilities HTML 85K
Available Committed Credit Facilities (Narrative)
(Details)
121: R107 Long-Term Debt and Available Credit Facilities HTML 56K
Uncommitted Credit Facilities and Outstanding
Letters of Credit (Details)
122: R108 Short-Term Borrowings (Details) HTML 56K
123: R109 Commitments and Contingent Liabilities Guarantee HTML 58K
Narrative (Details)
124: R110 Commitments and Contingent Liabilities- Supplier HTML 54K
Finance (Details)
125: R111 Commitments and Contingent Liabilities Litigation HTML 110K
- Chemours (Details)
126: R112 Commitments and Contingent Liabilities Litigation HTML 81K
- Corteva Separation (Details)
127: R113 Commitments and Contingent Liabilities- DISCOPS HTML 57K
(Details)
128: R114 Commitments and Contingent Liabilities Litigation HTML 100K
- Leach and MDL Settlement (Details)
129: R115 Commitments and Contingent Liabilities Litigation HTML 92K
- Other PFOA Matters / Fayatteville (Details)
130: R116 Commitments and Contingent Liabilities HTML 92K
Environmental (Details)
131: R117 Stockholders' Equity Common Stock (Details) HTML 82K
132: R118 Stockholders' Equity Noncontrolling Interest HTML 64K
(Details)
133: R119 Stockholders' Equity Other Comprehensive Income HTML 101K
(Loss) (Details)
134: R120 Stockholders' Equity Tax Benefit (Expense) on Net HTML 60K
Activity (Details)
135: R121 Stockholders' Equity Reclassifications out of AOCI HTML 106K
(Details)
136: R122 Pension Plans and Other Post Employment Benefit HTML 113K
Plans Additional Information (Details)
137: R123 Pension Plans and Other Post Employment Benefit HTML 52K
Plans Weighted Average Assumptions used to
Determine Benefit Obligations - Pension (Details)
138: R124 Pension Plans and Other Post Employment Benefit HTML 55K
Plans Weighted Average Assumptions used to
Determine Net Periodic Benefit Cost - Pension
(Details)
139: R125 Pension Plans and Other Post Employment Benefit HTML 52K
Plans Weighted Average Assumptions used to
Determine Benefit Obligations and Periodic Benefit
Cost - OPEB (Details)
140: R126 Pension Plans and Other Post Employment Benefit HTML 130K
Plans Change in Projected Benefit Obligations,
Plan Assets and Funded Status (Details)
141: R127 Pension Plans and Other Post Employment Benefit HTML 84K
Plans Amounts Recognized in Consolidated Balance
Sheets (Details)
142: R128 Pension Plans and Other Post Employment Benefit HTML 52K
Plans Pension Plans with Projected Benefit
Obligations in Excess of Plan Assets (Details)
143: R129 Pension Plans and Other Post Employment Benefit HTML 53K
Plans Pension Plans with Accumulated Benefit
Obligations in Excess of Plan Assets (Details)
144: R130 Pension Plans and Other Post Employment Benefit HTML 106K
Plans Components of net periodic benefit cost
(Credit) and Amounts Recognized in Other
Comprehensive Loss (Details)
145: R131 Pension Plans and Other Post Employment Benefit HTML 65K
Plans Estimated Future Benefit Payments (Details)
146: R132 Pension Plans and Other Post Employment Benefit HTML 64K
Plans Target Allocation for Plan Assets (Details)
147: R133 Pension Plans and Other Post Employment Benefit HTML 211K
Plans Basis of Fair Value Measurement (Details)
148: R134 Pension Plans and Other Post Employment Benefit HTML 118K
Plans Summary of Fair Value Measurement of Level 3
Pension Plan Assets (Details)
149: R135 Stock-Based Compensation Stock Compensation HTML 72K
(Details)
150: R136 Stock-Based Compensation Weighted Average HTML 73K
Assumptions - Stock Options (Details)
151: R137 Stock-Based Compensation Stock Options (Details) HTML 116K
152: R138 Stock-Based Compensation Restricted Stock Units HTML 114K
and Performance Deferred Stock (Details)
153: R139 Financial Instruments Financial Instruments HTML 59K
(Narrative) (Details)
154: R140 Financial Instruments Notional Amounts (Details) HTML 53K
155: R141 Financial Instruments Cash Flow Hedges Included in HTML 70K
AOCI (Details)
156: R142 Financial Instruments Fair Value of Derivatives HTML 101K
(Details)
157: R143 Financial Instruments Effect of Derivative HTML 85K
Instruments (Details)
158: R144 Financial Instruments Debt Securities (Details) HTML 62K
159: R145 Fair Value Measurements Fair Value Measurement HTML 68K
Recurring Basis (Details)
160: R146 Geographic Information Revenue by Country HTML 69K
(Details)
161: R147 Geographic Information Net Property by Country HTML 60K
(Details)
162: R148 Segment Reporting Segment Information (Details) HTML 78K
163: R149 Segment Reporting Segment Reconciliation (Details) HTML 90K
164: R150 Segment Reporting Segment Assets (Details) HTML 58K
165: R151 Segment Reporting Sig Items (Details) HTML 133K
166: R152 EIDP Basis of Presentation (Details) HTML 55K
167: R153 EIDP Related Party (Details) HTML 76K
168: R154 EIDP Income Taxes Geographic Allocation (Details) HTML 104K
169: R155 EIDP Income Taxes Rate Reconciliation (Details) HTML 87K
170: R156 EIDP Segment FN Segment Reconciliation (Details) HTML 100K
171: R157 EIDP Segment FN Segment Asset Reconciliation HTML 60K
(Details)
173: XML IDEA XML File -- Filing Summary XML 335K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
This Policy shall be administered and enforced by the People and Compensation Committee of the Company (the “Committee”) of Corteva, Inc. (the “Company”) and its decision as to all questions of interpretation and application of this Policy will be final, binding and conclusive on all persons.
The
Committee may delegate to a management committee (comprised of the Chief Executive Officer, the Chief Human Resources Officer and the General Counsel, or any of their respective delegates) the administration of this Policy with respect to Covered Employees who are not Section 16 Officers of the Company. The management committee will provide an update to the Committee on a regular basis, but at least annually, of any actions taken under this Policy.
“Section 16 Officer” means any executive of the Company subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and as determined from time to time by the Company’s Board of Directors.
Covered Employees.
This Policy covers each current and former (i)
Section 16 Officer, and (ii) individual identified as a Tier 2 Participant, a Tier 3 Participant or a Tier 4 Participant in the Corteva, Inc. Change in Control and Executive Severance Plan (each a “Grantee”). This Policy shall be deemed part of the terms of any Incentive Compensation (as defined below) award made on or after the effective date set forth above.
Recoupment.
If a Grantee engages in Misconduct (as defined herein), the Committee, in its sole discretion, may require: (i) forfeiture of any right to receive any future Incentive Compensation, and (ii) reimbursement for any amount received by the Grantee from any Incentive Compensation during the period commencing on the date the Misconduct occurred. The Committee may consider any of the following items in its determination: (i) whether the
underlying conduct was an isolated occurrence, (ii) whether the misconduct was intentional or grossly negligent, and (iii) whether other disciplinary actions against the Grantee have been taken.
If the Company is required to prepare an Accounting Restatement (as defined herein), the Committee must recoup, through reimbursement and/or forfeiture, any excess Incentive Compensation received by any Section 16 Officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement. The amount to be recovered, if any, will be the excess of the Incentive Compensation paid to the Section 16 Officer based on the erroneous data over the Incentive Compensation that would have been paid to the Grantee had it been based on the restated results (i.e., gross compensation, not after-tax), as determined by the Committee. If the
Committee cannot determine the amount of the excess Incentive Compensation received by the Section 16 Officer from the information in the Accounting Restatement, then the Committee will make its determination based on a reasonable estimate of the effect of the Accounting Restatement.
For Grantees who are not Section 16 Officers, the forgoing recoupment policy with respect to Accounting Restatements may be applied at the Committee’s sole discretion. Any documentation of the determination of the Committee’s reasonable estimate must be retained and be made available consistent with New York Stock Exchange (NYSE) listing requirements.
The Grantee shall be required to provide repayment within ten (10) business days following such demand.
“Accounting
Restatement” means any accounting restatement1 (i) required to be prepared due to the material noncompliance of the company with any financial reporting requirement under the securities laws; and (ii) required to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
A “Financial Reporting Measure” is a measure that is determined and presented in accordance with the U.S. generally accepted accounting principles, and any measure derived wholly or in part from such measures, along with stock price and total shareholder return.
“Incentive Compensation”
means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure, and includes, but is not limited to, any of the following: annual bonuses and other short- and long-term cash incentives, stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other equity-based compensation. Incentive Compensation is received in the fiscal period during which the Final Reporting Measure for the award is attained, even if payment or grant of the compensation occurs after the end of such fiscal period.
“Misconduct” means (i) Grantee’s employment or service is terminated by the Company or any Affiliate for Cause (as defined in the Corteva, Inc. 2019 Omnibus Incentive Plan, as amended from time to time (the “Plan”)), (ii) the material breach of a non-compete
or confidentiality covenant set forth in any employment agreement or any other arrangement between the Grantee and the Company or an Affiliate or (iii) any conduct, other than that described in (i) or (ii), resulting from a willful violation of the Company’s Code of Conduct or other Company policies that causes significant financial or reputational harm to the Company.
Method of Recoupment.
The Committee will determine, in its sole discretion, the method of recouping amounts hereunder, which may include: (i) requiring reimbursement of cash previously paid, (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards, (iii) offsetting the amount of the recoupment from any compensation otherwise owed by the Company to the
Grantee, (iv) cancelling outstanding vested or unvested equity awards, and (v) taking any other remedial and recovery action permitted by law.
No Indemnification.
The Company shall not indemnify any Grantee against the loss due to a recoupment hereunder.
Amendment.
The Committee may amend this Policy from time to time in its discretion; provided, however, that the Chief Human Resources Officer is hereby authorized to make any and all amendments required under applicable laws, rules or regulations, including those necessary to comply with any rules or standards adopted by the U.S. Securities and Exchange Commission or NYSE.
Document
Retention/Filing
The Chief Human Resources Officer and General Counsel, or their respective designees are hereby authorized to make any and all filings required by, and retain all documentation required under, the rules or standards adopted by the U.S. Securities and Exchange Commission or NYSE related to this Policy.
Other Recoupment Rights.
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to any similar provision in any employment agreement, equity award agreement or otherwise, any other policy of the Company applicable to the Grantee, and any other legal remedies available to the Company.
1An
accounting restatement that corrects errors that are material to previously issued financial statements is commonly referred to as a “Big R” restatement, and a restatement that corrects errors that are not material to previously issued financial statements but would result in a material misstatement if the errors were left uncorrected in the current period, or the error correction was recognized in the current period, is commonly referred as a “little r” restatement. Both Big R and little R restatements are considered Accounting Restatements under this Policy.
Impracticability.
The
Committee need not make any recovery under this Policy if in the Committee’s judgment such recovery would be impracticable (e.g., the costs of enforcing recovery would exceed the recoverable amount or recovery would violate local law).
With respect to recoveries of Section 16 Officer Incentive Compensation for Accounting Restatements, impracticable shall mean the Committee has determined the recovery is impracticable because:
i.The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, after a reasonable and documented attempt to recover the erroneously awarded compensation, has been attempted.
ii.The recovery would violate the Section 16 Officer’s home
country law (if the law was adopted prior to November 28, 2022) and can obtain an opinion of home country counsel, acceptable to the NYSE, that the recovery would result in such a violation.
iii.The recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Sections 402(a)(13) or 411(a) of the Internal Revenue Code and regulations thereunder.
Successors.
This Policy shall be binding and enforceable against all Grantees and their beneficiaries, heirs, executors, administrators or other legal representatives.
