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Business Combinations and Asset Acquisitions
3 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Business Combination Disclosure 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 $1,220 million, inclusive of 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 nine months ended September 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 and income tax related amounts and 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$97 $— 
Accounts and notes receivable249 17 
Inventories81 10 
Other current assets
Property, plant and equipment71 
Goodwill374 122 
Other intangible assets645 311 
Deferred income taxes10 — 
Other assets— 
Total assets acquired$1,541 $464 
Liabilities
Short-term borrowings59 — 
Accounts payable25 13 
Income taxes payable— 
Accrued and other current liabilities59 
Long-term debt— 
Deferred income tax liabilities153 76 
Other noncurrent obligations21 
Total liabilities assumed$321 $94 
Net assets acquired$1,220 $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 $31 million of machinery and equipment, $31 million of buildings, $7 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 AssetsStollerSymborg
(In millions)Fair ValueWeighted-Average Amortization Period (Years)Fair ValueWeighted-Average Amortization Period (Years)
Intangible assets with finite lives:
Customer-related$495 13$— — 
Developed technology106 13238 12
Trademarks/trade names44 1557 12
Total other intangible assets with finite lives645 13295 12
Intangible assets with indefinite lives:
IPR&D— — 16 — 
Total other intangible assets with indefinite lives— — 16 — 
Total other intangible assets$645 $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.