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Item 3. Legal Proceedings

2025-02-14 compared with 2024-02-08 · 20 added, 47 removed, 41 unchanged (62% of the section changed)

LEGAL PROCEEDINGS

The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory matters arising out of the normal course of its current businesses or legacy EIDP businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the Separation of Corteva from DuPont.

Often these proceedings raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant amounts of senior leadership team’s time.

Litigation and other claims, along with regulatory proceedings, against the company could also materially adversely affect its operations, reputation, and/or result in the incurrence of unexpected expenses and liability.

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.

Information regarding certain of these matters is set forth below and in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Litigation related to Corteva’s current businesses

Federal Trade Commission Investigation

On September 29, 2022, the FTC, along with ten state attorneys general, filed a lawsuit against Corteva and another competitor alleging the parties engaged in unfair methods of competition, unlawful conditioning of payments, unreasonably restrained trade, and have an unlawful monopoly (the “FTC lawsuit”).

In December 2022, two additional state attorneys general joined the FTC lawsuit, and another state attorney general filed a separate lawsuit against Corteva and another competitor based on the allegations set forth in the FTC lawsuit.

Several proposed private class action lawsuits alleging anticompetitive conduct based on the allegations set forth in the FTC lawsuit were centralized into a multi-district litigation in the U.S.

District Court for the Middle District of North Carolina in February 2023.

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

Lorsban® Lawsuits

As of December 31, 2023, 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 “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.

LEGAL PROCEEDINGS, continued

filing a patent for such technologies.

In August 2024, the court denied Inari's motion to dismiss the complaint.

In September 2024, Corteva amended its complaint to include additional infringement claims with respect to soybean and corn technologies.

Bayer Disputes

5 unchanged sentences

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.

Inari joined the IPR proceeding.

In December 2024, the PTAB issued a decision invalidating these patents on the basis they were unpatentable.

Corteva intends to appeal this decision and Corteva's AAD-1 lawsuit remains stayed during pendency of the IPR appeal.

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.

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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.

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.

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

patent protection expires, and therefore is no longer required to pay royalties under the licensing agreement and entitled to recover relevant royalties paid.

In September 2024, the court granted Bayer’s motion for summary judgment.

Corteva filed its appeal of this decision in October 2024.

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

Other Matters

Further information with respect to litigation matters related to Corteva's current business is set forth under "Federal Trade Commission Investigation" and "Lorsban® Lawsuits" in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

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

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.

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 alleging contamination of land and groundwater resulting from the emission of PFOA and GenX by Corteva, DuPont and Chemours.

In addition to the matters set forth in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, on March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Statewide PFAS Directive to several companies, including Chemours, DuPont, and EIDP.

The Directive seeks information relating to the use and environmental release of PFAS and PFAS-replacement chemicals at and from two former EIDP sites in New Jersey, Chambers Works and Parlin, and a funding source for costs related to the NJDEP’s investigation of PFAS issues and PFAS testing and remediation.

On January 22, 2021, Chemours, DuPont, Corteva and EIDP 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 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements for further discussion.

LEGAL PROCEEDINGS, continued

Other Environmental Proceedings

6 unchanged sentences

Further information with respect to these proceedings is set forth under “Nebraska Department of Environment and Energy, AltEn Facility” in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

LEGAL PROCEEDINGS, continued

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

9 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.

EPA CERCLA Claim

In April 2024, the U.S.

Environmental Protection Agency ("EPA") also designated PFOA and PFAS as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA").

In November 2024, the EPA issued a letter to DuPont, EIDP and Corteva asserting CERCLA claims related to alleged PFAS contamination from six historical and present DuPont and Chemours sites and providing a demand for cleanup and restoration costs.

In February 2025, discussions between the parties regarding these claims were temporarily paused so the new U.S.

presidential administration may review the designation of PFOA and PFOS as CERCLA hazardous substances.

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 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