Business Combinations and Asset Acquisitions

3 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

On March 1, 2023 ("Acquisition Date"), Corteva completed its previously announced acquisitions of all the outstanding equity interests in Stoller Group, Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies. The purchase price for Stoller and Symborg was $1,224 million, subject to a working capital adjustment, and $370 million, respectively. These acquisitions supplement the crop protection business with additional biological tools that complement evolving farming practices.

The operating results of Stoller and Symborg, since the Acquisition Date, did not have a material impact to the company's interim Consolidated Financial Statements for the three and six months ended June 30, 2023. Additionally, supplemental pro forma information have not been presented since the reported amounts in the company's interim Consolidated Financial Statements for the current period and comparative prior period would not be materially different had these acquisitions occurred as of January 1, 2022.

Purchase Price Allocation

The company performed a preliminary purchase price allocation and assessment of the fair value of the assets acquired and liabilities assumed as of the Acquisition Date. The company continues to evaluate aspects of net working capital, acquired intangible assets, and property, plant and equipment. The company will finalize the purchase price allocation as it obtains the information necessary to complete the valuation during the measurement period. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the Acquisition Date.

The following table summarizes the preliminary purchase price allocation to the assets acquired and liabilities assumed for the Stoller and Symborg acquisitions, as of the Acquisition Date:


(In millions)	Stoller1		Symborg1
Assets
Cash and cash equivalents	$	95	$	—
Accounts and notes receivable	240		16
Inventories	81		10
Other current assets	11		1
Property, plant and equipment	54		3
Goodwill	384		129
Other intangible assets	656		311
Deferred income taxes	17		—
Other assets	9		1
Total assets acquired	$	1,547	$	471
Liabilities
Short-term borrowings	59		—
Accounts payable	25		12
Income taxes payable	1		—
Accrued and other current liabilities	60		12
Long-term debt	2		—
Deferred income tax liabilities	154		77

Other noncurrent obligations	22		—
Total liabilities assumed	$	323	$	101
Net assets acquired	$	1,224	$	370

1.Includes preliminary measurement period adjustments, which were not material.

The significant fair value adjustments included in the preliminary purchase price allocation are discussed below.

Inventories

Acquired inventories in connection with the acquisition of Stoller and Symborg are primarily comprised of finished goods and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. The fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value. The fair value step-up was recognized within cost of goods sold, in the interim Consolidated Statements of Operations, as the inventory was sold.

Property, Plant & Equipment

Property, plant and equipment associated with Stoller is comprised of $27 million of machinery and equipment, $20 million of buildings, $5 million of land and land improvements, and $2 million of construction in progress. The preliminary estimated fair value was primarily determined using a market approach for land and certain types of equipment, and a replacement cost approach for the remaining depreciable property, plant and equipment. The market approach for certain types of equipment represents a sale comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets. The replacement cost approach used for all other depreciable property, plant and equipment measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjust for age and condition of the asset.

Goodwill

The excess of the consideration for Stoller and Symborg over the preliminary fair value of assets acquired and liabilities assumed resulted in the recognition of goodwill, which has been assigned to the crop protection reporting unit. Goodwill associated with these acquisitions is attributable to the assembled workforce and expanding the company’s addressable market position. None of the goodwill recognized will be deductible for income tax purposes.

Other Intangible Assets

In connection with the acquisitions of Stoller and Symborg, the company recorded certain intangible assets, as shown in the table below, representing the preliminary fair values at the Acquisition Date.


Intangible Assets	Stoller			Symborg
(In millions)	Fair Value		Weighted-Average Amortization Period (Years)	Fair Value		Weighted-Average Amortization Period (Years)
Intangible assets with finite lives:
Customer-related	$	506	13	$	—	—
Developed technology	106		13	238		12
Trademarks/trade names	44		15	57		12
Total other intangible assets with finite lives	656		13	295		12
Intangible assets with indefinite lives:
IPR&D	—		—	16		—
Total other intangible assets with indefinite lives	—		—	16		—
Total other intangible assets	$	656		$	311

The preliminary customer-related and in-process research and development (“IPR&D”) intangible asset’s fair values were determined using the multi-period excess earnings method. The preliminary developed technology fair values were determined utilizing the relief from royalty method for Stoller and the multi-period excess earnings method for Symborg. The trademark/trade name fair values were determined utilizing the relief from royalty method.