Acquisitions (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Purchase Consideration

The estimated purchase consideration transferred consisted of the following (in millions):

	Purchase Consideration
Total cash consideration for OneAg	$	1,954.0
Estimated working capital and other adjustments	(45.6)
Equity transaction associated with JCA noncontrolling interest (a)	3.1
Total purchase consideration	$	1,911.5

(a) Equity transaction associated with JCA noncontrolling interest

The transfer of the 15% interest in AGCO's JCA business is accounted for as an equity transaction. The adjustment to additional paid-in-capital represents the excess of the fair value of the JCA business transferred over its historical carrying amount. The fair value of the JCA business was determined using a discounted cash flow model.

Schedule of Assets Acquired, Liabilities Assumed and Noncontrolling interests

The preliminary fair values of the assets acquired, liabilities assumed and noncontrolling interests as of the acquisition date are presented in the following table (in millions):

	As of April 1, 2024
Cash	$	6.3
Accounts receivable	12.3
Inventories	58.9
Other current assets	3.5
Property, plant and equipment	21.6
Deferred tax assets	0.1
Right-of-use lease assets	2.4
Other assets (non-current)	0.1
Intangible assets	545.0
Goodwill	1,803.3
Total assets acquired	$	2,453.5
Accounts payable	$	(2.1)
Accrued expenses	(11.3)
Other current liabilities	(14.0)
Operating lease liabilities	(1.6)
Deferred tax liabilities	(4.0)
Other noncurrent liabilities	(9.6)
Total liabilities assumed	$	(42.6)
Redeemable noncontrolling interests (b)	(499.4)
Net assets acquired	$	1,911.5

(b) Redeemable noncontrolling interests

Trimble has a put option to sell its noncontrolling interests to the Company, and the Company has a call option to redeem Trimble's noncontrolling interests. The first exercisable date of both the put and call options is April 1, 2027. The put and call options prices are based on multiples of EBITDA, subject to the terms of the Agreement. We estimated the preliminary fair value of the put and call options using a Monte Carlo simulation along with a Black Scholes model assuming an exercise date of three years from the close of the transaction, the first allowable exercise date. We evaluated the put and call options for the redeemable noncontrolling interests under ASC 480, Distinguishing Liabilities from Equity, and classified the redeemable noncontrolling interests as mezzanine equity based on its redemption features. The amount of the net income or loss attributable to the redeemable noncontrolling interests is recorded in “Net loss attributable to noncontrolling interests” within the Company's Condensed Consolidated Statements of Operations. To the extent the redemption value exceeds the initial fair value recorded, the Company will recognize the entire change in the redemption amount each reporting period in retained earnings.

Schedule of Acquired Intangible Assets

The acquired identifiable intangible assets of OneAg as of the date of the acquisition are summarized in the following table (in millions):

	Fair Value		Useful Life(1)
Developed Technology	$	453.0	7 -10 years
Customer Relationships	39.4		20 years
Tradename	10.7		5 years
Favorable contracts	41.9		2 - 7 years
	$	545.0

____________________________________

(1) Based on available information and certain assumptions that we believe are reasonable.

Schedule of Pro Forma Information

The following unaudited pro forma financial information presents the consolidated results of operations as if the OneAg acquisition had occurred on January 1, 2023. OneAg's pre-acquisition results have been added to the Company's historical results. The pro forma results contained in the table below include adjustments for (i) the elimination of sales between the Company and OneAg, (ii) amortization of acquired intangible assets (iii) interest expense and amortization of debt issuance costs related to borrowings under the Senior Notes due 2027 and 2034 and term loan facility and (iv) transaction-related costs as if these had been incurred on January 1, 2023 for the periods ending June 30, 2023 and 2024, respectively.

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Unaudited Consolidated Pro Forma Results
Net sales	$	3,246.6	$	3,948.4	$	6,258.7	$	7,419.5
Net income (loss) attributable to AGCO Corporation and subsidiaries	(354.4)		314.3		(188.7)		515.5