What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2022-02-10 compared with 2021-02-11 · 27 added, 37 removed, 51 unchanged (56% of the section changed)

2 unchanged sentences

Information regarding certain of these matters is set forth below and in Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Even when the Company believes liabilities are not expected to be material or the probability of loss or of an adverse unappealable final judgment is remote, the Company may consider settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company, including avoidance of future distraction and litigation defense cost, and its shareholders.

Even when the Company believes liabilities are not expected to be material or the probability of loss or an adverse unappealable final judgment is remote, the Company may consider settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company, including avoidance of future distraction and litigation defense cost, and its shareholders.

Litigation related to Corteva’s current businesses

3 unchanged sentences

This inquiry follows an informal request for information from the Bureau pursuant to which the company voluntarily provided documents and engaged in discussions with the Bureau outlining how its conduct was and continues to be compliant with Canadian competition laws.

Corteva continues to cooperate with the Bureau’s inquiries, but believes the likelihood of material liability is remote.

In February 2022, the Commissioner of the Bureau notified Corteva that the Bureau had discontinued the inquiry.

The Bureau made no final determination with respect to Corteva’s conduct, thereby retaining discretion to investigate or to take enforcement action in the future.

Corteva believes the likelihood of material liability is remote.

Federal Trade Commission Investigation

On May 26, 2020, Corteva received a subpoena from the Federal Trade Commission (“FTC”) directing it to submit documents pertaining to its crop protection products generally, as well as business plans, rebate programs, offers, pricing and marketing materials specifically related to its acetochlor, oxamyl and rimsulfuron and other related products in order to determine whether Corteva engaged in unfair methods of competition through anticompetitive conduct.

On May 26, 2020, Corteva received a subpoena from the Federal Trade Commission (“FTC”) directing it to submit documents pertaining to its crop protection products generally, as well as business plans, rebate programs, offers, pricing and marketing materials specifically related to its acetochlor, oxamyl, rimsulfuron and other related products in order to determine whether Corteva engaged in unfair methods of competition through anticompetitive conduct.

Corteva has cooperated with the FTC’s subpoena, and continues to believe the likelihood of material liability is remote.

Chlorpyrifos Lawsuits

As of December 31, 2021, there were pending personal injury and remediation lawsuits filed against the former Dow Agrosciences LLC in California alleging injuries related to exposure to, or contamination by, chlorpyrifos, the active ingredient in Lorsban®, an insecticide used by commercial farms for field fruit, nut and vegetable crops.

Corteva ended its production of Lorsban® in 2020.

Further information with respect to these proceedings is set forth under “Chlorpyrifos Lawsuits” in Note 18 – Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Litigation related to legacy EID businesses unrelated to Corteva’s current businesses

2 unchanged sentences

However, any such losses are not estimable at this time due to various reasons, including, among others, that the underlying matters are in their early stages and have significant factual issues to be resolved.

On May 13, 2019, Chemours filed suit in the Delaware Court of Chancery against DuPont, EID, and Corteva, seeking, among other things, to limit its responsibility for the litigation and environmental liabilities allocated to and assumed by Chemours under the Chemours Separation Agreement (the “Delaware Litigation”).

On March 30, 2020, the Court of Chancery granted a motion to dismiss.

On December 15, 2020, the Delaware Supreme Court affirmed the judgment of the Court of Chancery.

Meanwhile, a confidential arbitration process regarding the same and other claims has proceeded (the “Pending Arbitration”).

On January 22, 2021, Chemours, DuPont, Corteva and EID entered into a binding memorandum of understanding containing a settlement to resolve legal disputes originating from the Delaware Litigation and Pending Arbitration, and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy per- and polyfluoroalkyl substances (“PFAS”) liabilities arising out of pre-July 1, 2015 conduct (the “MOU”).

On January 22, 2021, Chemours, DuPont, Corteva and EID entered into a binding memorandum of understanding containing a settlement to resolve legal disputes related to Chemours' responsibility for litigation and environmental liabilities allocated to it, and to establish a cost sharing arrangement and escrow account to be used to support and manage potential future legacy PFAS liabilities arising out of pre-July 1, 2015 conduct (the “MOU”).

See Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further discussion.

LEGAL PROCEEDINGS, continued

Environmental Proceedings

1 unchanged sentence

The matters below involve the potential for $1 million or more in monetary fines and are included per Item 103(3)(c)(iii) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

LEGAL PROCEEDINGS

Related to Corteva’s current businesses

7 unchanged sentences

On January 8, 2021, EID and the facility's former unit operations leader were indicted by the DOJ on two felony and one misdemeanor charges of violations of the Clean Air Act related to the release.

On January 18, 2022, the U.S.

District Court of the Southern District of Texas dismissed the felony charge for failing to implement a safety practice.

The maximum statutory penalties per charge are $500,000, or twice the gross gain or loss derived from the incident, as well as up to three years of probation and related ongoing reporting obligations.

Corteva cooperated fully with the government’s investigation and will vigorously defend against these charges.

The company intends to move to dismiss the remaining charges and the trial is currently scheduled for October 2022.

Related to legacy EID businesses unrelated to Corteva’s current businesses

2 unchanged sentences

The discussions involve the management of materials in the facility's wastewater treatment system, hazardous waste management, flare and air emissions, including leak detection and repair.

These discussions continue.

Under the Separation Agreement, Corteva and DuPont will share any future liabilities proportionally on the basis of 29% and 71%, respectively.

A final consent decree was approved by the federal court in January 2022, pursuant to which EID agreed to pay a civil penalty of $3.1 million and attorney’s fees to the State of Texas.

Under the Separation Agreement, Corteva and DuPont will share liabilities under the decree proportionally on the basis of 29% and 71%, respectively.

Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection

11 unchanged sentences

It seeks $125,000 as reimbursement for the cost of preparing a natural resource damages assessment, which the State will use to determine the extent of such damage and the amount it expects to seek to restore the affected natural resources to their pre-damage state.

LEGAL PROCEEDINGS, continued

Natural Resource Damage Cases

2 unchanged sentences

Further information with respect to these proceedings is set forth under "Other PFOA Matters" in Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Netherlands Municipality Cases

In April 2021, four municipalities in the Netherlands filed complaints alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours.

Further information with respect to these proceedings is set forth under "Other PFOA Matters" in Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Settlement with the State of Delaware

On July 13, 2021, Chemours, DuPont, EID and Corteva entered into a settlement agreement with the State of Delaware reflecting the companies’ and the State’s agreement to settle and fully resolve claims alleged against the companies regarding their historical Delaware operations, manufacturing, use and disposal of all chemical compounds, including PFAS.

Further information with respect to this settlement is set forth under "Other PFOA Matters" in Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Nebraska Department of Environment and Energy, AltEn Facility

The Environmental Protection Agency (“EPA”) and the Nebraska Department of the Environmental and Energy (“NDEE”) are pursuing investigations, response and removal actions, litigation and enforcement action related to an ethanol plant located near Mead, Nebraska and owned and operated by AltEn LLC (“AltEn”).

The agencies have alleged violations under the Resource Conservation and Recovery Act (“RCRA”) and other federal and state laws stemming from AltEn’s lack of compliance with the terms and conditions of its operating permits and other regulatory requirements.

Corteva is one of six seed companies, who were customers of AltEn, participating in the NDEE’s Voluntary Cleanup Program to address certain interim remediation needs at the site.

MINE SAFETY DISCLOSURES

Not applicable.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant's Common Equity and Related Stockholder Matters

The company's common stock is listed on the New York Stock Exchange, Inc.

The number of record holders of common stock was approximately 77,000 at January 31, 2021.

In June 2019, the company began declaring quarterly dividends.

During 2019, the company paid two quarterly dividends on its common stock of $0.13 per share each.

During 2020, the company paid four quarterly dividends on its common stock of $0.13 per share each.

See Part III, Item 11.

Executive Compensation for information relating to the company’s equity compensation plans.

Issuer Purchases of Equity Securities

The following table provides information with respect to the company's purchase of its common stock during the three months ended December 31, 2020:

Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Company's Publicly Announced Share Buyback Program 1

Approximate Value of Shares that May Yet Be Purchased Under the Programs 1

(Dollars in millions)

October 2020 2,862,214 $ 31.92 2,862,214 $ 801

November 2020 555,355 37.54 555,355 780

December 2020 2,061,079 38.81 2,061,079 700

Fourth quarter 2020 5,478,648 $ 35.08 5,478,648 $ 700

1 On June 26, 2019, Corteva, Inc.

announced that its Board of Directors authorized a $1 billion share repurchase program to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date.

The company repurchased $300 million under its share buyback plan since the Corteva Distribution and expects to repurchase the remaining $700 million in 2021.

The timing, price and volume of purchases will be based on market conditions, relevant securities laws and other factors.

Stock Performance Graph

The following graph illustrates the cumulative total return to Corteva stockholders following the completion of the Separation and beginning as of the closing price of its first NYSE listing date, June 3, 2019.

The Chart compares the cumulative total return of Corteva’ s common stock with the S&P 500 Stock Index and the S&P 500 Chemicals Index.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings