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Item 3. Legal Proceedings

2024-02-08 compared with 2023-02-09 · 39 added, 27 removed, 49 unchanged (57% of the section changed)

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Further information with respect to these proceedings is set forth under “Lorsban® Lawsuits” in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Inari Disputes

On September 27, 2023, Corteva filed a lawsuit in Delaware federal court against Inari Agriculture, Inc.

and Inari Agriculture.

(collectively “Inari”) asserting claims of Plant Variety Protection infringement, indirect patent infringement, breach of contract, and civil conversion.

Corteva’s lawsuit alleges Inari illegally obtained various varieties of seed technologies from a seed depository and illegally transported them abroad for the purpose of performing gene editing on the technologies and then filing a patent for such technologies.

In December 2023, Inari filed a motion to dismiss the complaint.

Bayer Disputes

In August 2022, Corteva filed a lawsuit against Bayer CropScience LLP and Monsanto Company (collectively “Bayer”) in federal court in Delaware for alleged infringement of Corteva’s patented AAD-1 herbicide resistance technology used in Enlist® corn.

The complaint for this lawsuit was amended to include additional patents that are closely related to this patented technology for soybeans.

Corteva seeks to enjoin Bayer from continuing to infringe, as well as appropriate monetary damages.

Bayer has filed an answer to the complaint and has asserted various affirmative defenses including invalidity.

The case will now proceed to discovery.

Also in August 2022, Bayer filed breach of contract/declaratory judgment lawsuit in Delaware state court against Corteva relating to an agrobacterium cross-license agreement and E3® soybeans.

In August 2023, the court issued a decision adopting Corteva’s claim construction for all five disputed patent terms subject to this litigation.

In December 2023, the Patent Trial and Appeal Board ("PTAB") authorized an Inter Partes Review (“IPR”) proceeding initiated by Bayer to review the patentability of three patents subject to the AAD-1 litigation.

Inari is seeking to join the IPR proceeding.

An oral hearing will occur before the PTAB in September 2024 with decisions expected by December 2024.

Corteva holds numerous additional patents covering its Enlist® traits or Enlist® weed control system.

Therefore, the IPR process is not expected to impact our ability to license and protect Enlist E3® traits.

Corteva's AAD-1 lawsuit is stayed during pendency of the IPR.

LEGAL PROCEEDINGS, continued

In October 2023, the U.S.

Patent and Trademark Office granted an ex parte reexamination of the patent for AAD-1 herbicide resistance technology used in Enlist® corn based upon Inari’s petition for review.

Inari alleges the AAD-1 patent is not patentably distinct from another Corteva patent for maize technology, and therefore not valid unless Corteva files a terminal disclaimer giving up its patent term adjustment for the AAD-1 technology, which would result in the AAD-1 patent expiring in May 2025.

In August 2022, Bayer filed breach of contract/declaratory judgment lawsuit in Delaware state court against Corteva relating to an agrobacterium cross-license agreement and E3® soybeans.

Bayer alleges that Corteva practiced two Bayer patents in developing E3® soybeans, and therefore, is entitled to royalties pursuant to the terms of the cross-license agreement.

In October 2022, Corteva moved to dismiss the complaint on the basis that, under the terms of the cross-license agreement and the law, E3® soybeans cannot infringe expired patents.

Oral argument on the motion to dismiss occurred in January 2023.

Further information with respect to these proceedings is set forth under “Bayer Dispute” in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

In October 2022, Corteva filed a lawsuit against Bayer in Delaware state court seeking a declaration that, under the terms of Corteva’s licensing agreement and the law, Bayer is not entitled to collect patent royalties on the Roundup Ready® Corn 2 trait after Bayer’s U.S.

patent protection expires.

Discussions to resolve each of the above disputes remain ongoing.

In March 2023, Bayer’s motion to dismiss the complaint was denied.

Discussions continue between Bayer and Corteva to seek a resolution to these disputes.

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

As discussed below and in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, certain of the environmental proceedings and litigation allocated to Corteva as part of the Separation from DuPont relate to the legacy EIDP businesses, including their use of PFOA, which, for purposes of this report, means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, which means per-

LEGAL PROCEEDINGS, continued

and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").

As discussed below and in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, certain of the environmental proceedings and litigation allocated to Corteva as part of the Separation from DuPont relate to the legacy EIDP businesses, including their use of PFOA, which, for purposes of this report, means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, which means per- and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").

This litigation includes multiple natural resource damage lawsuits across the United States filed by municipalities and alleging PFOA contamination, as well as, lawsuits by 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.

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Other Environmental Proceedings

The company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations.

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.

Related to Corteva’s current businesses

La Porte Plant, La Porte, Texas - Crop Protection - Release Incident Investigations

On November 15, 2014, there was a release of methyl mercaptan at EIDP's La Porte, Texas, facility.

The release occurred at the site’s crop protection unit resulting in four employee fatalities inside the unit.

The Chemical Safety Board (“CSB”) issued its final report on June 18, 2019, which included recommendations related to the emergency response program at La Porte.

Corteva responded to the CSB on September 30, 2019, outlining the actions it has taken to date to address the recommendations for the site and providing its plan to address the CSB’s remaining recommendations.

After the conclusion of the CSB investigation, criminal U.S.

Environmental Protection Agency ("EPA") and the Department of Justice ("DOJ") investigations related to the incident continued.

On January 8, 2021, EIDP 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.

While the company moved to dismiss the remaining charges, the DOJ appealed the dismissal of the felony charge.

In August 2022, the court reversed its prior dismissal of the failing to implement a safety practice charge and denied the company’s motion to dismiss the remaining charges.

The company and the DOJ reached a mutually agreeable resolution for this matter in February 2023.

The company expects to enter its amended plea on March 20, 2023.

As of December 31, 2022, an accrual was established for this proceeding.

Nebraska Department of Environment and Energy, AltEn Facility

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Further information with respect to these proceedings is set forth under “Nebraska Department of Environment and Energy, AltEn Facility” in Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

LEGAL PROCEEDINGS, continued

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

1 unchanged sentence

In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana.

EIDP sold the neoprene business, including this manufacturing facility, to Denka

LEGAL PROCEEDINGS, continued

in the fourth quarter of 2015.

EIDP sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015.

In the spring of 2017, the EPA, the DOJ, the Louisiana Department of Environmental Quality, EIDP and Denka began discussions relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair.

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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 66,000 at February 1, 2024.

During 2023 and 2022, the company paid four quarterly dividends on its common stock.

See the below table for dividend information for each quarter during 2023 and 2022.

Fourth Quarter $ 0.16 $ 0.15

Third Quarter 0.16 0.15

Second Quarter 0.15 0.14

First Quarter 0.15 0.14

Total $ 0.62 $ 0.58

See Part III, Item 11.

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

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