AGCO CORP /DE [AGCO] Filings

10-Q 1 agco-20240630.htm 10-Q agco-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from _________ to _________

Commission File Number: 001-12930

AGCO CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware		58-1960019
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4205 River Green Parkway
Duluth,	Georgia	30096
(Address of principal executive offices)		(Zip Code)

(770) 813-9200

(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act
Title of Class	Trading Symbol	Name of exchange on which registered
Common stock	AGCO	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 2, 2024, there were 74,642,303 shares of the registrant’s common stock, par value of $0.01 per share, outstanding.

AGCO CORPORATION

INDEX


			Page Numbers

PART I. FINANCIAL INFORMATION:

Item 1.	Financial Statements (unaudited)

		Condensed Consolidated Balance Sheets as of June 30 , 2024 and December 31, 2023	3

		Condensed Consolidated Statements of Operations for the Three Months Ended June 3 0 , 2024 and 2023	4

		Condensed Consolidated Statements of Operations for the Six Months Ended June 3 0 , 2024 and 2023	5

		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three a nd Six Months Ended June 30 , 2024 and 2023	6

		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2024 and 2023	7

	Notes to Condensed Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		42

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		56

Item 4.	Controls and Procedures		56

PART II. OTHER INFORMATION:

Item 1.	Legal Proceedings		57

Item 1A.	Risk Factors		57

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		58

Item 5.	Other Information		58

Item 6.	Exhibits		59

SIGNATURES			60

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AGCO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited and in millions, except share amounts)


	June 30, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	657.3	$	595.5
Accounts and notes receivable, net	1,465.9		1,605.3
Inventories, net	3,499.4		3,440.7
Other current assets	583.1		699.3
Current assets held for sale	433.0		—
Total current assets	6,638.7		6,340.8
Property, plant and equipment, net	1,802.1		1,920.9
Right-of-use lease assets	168.4		176.2
Investments in affiliates	518.3		512.7
Deferred tax assets	499.0		481.6
Other assets	442.3		346.8
Noncurrent assets held for sale	448.3		—
Intangible assets, net	689.9		308.8
Goodwill	2,407.8		1,333.4
Total assets	$	13,614.8	$	11,421.2
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Borrowings due within one year	$	320.2	$	15.0

Accounts payable	1,075.7		1,207.3
Accrued expenses	2,543.1		2,903.8
Other current liabilities	154.2		217.5
Current liabilities held for sale	270.3		—
Total current liabilities	4,363.5		4,343.6
Long-term debt, less current portion and debt issuance costs	3,595.2		1,377.2
Operating lease liabilities	127.4		134.4
Pension and postretirement health care benefits	164.7		170.5
Deferred tax liabilities	111.5		122.6
Other noncurrent liabilities	666.0		616.1
Noncurrent liabilities held for sale	27.9		—
Total liabilities	9,056.2		6,764.4
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	504.7		—
Stockholders’ Equity:
AGCO Corporation stockholders’ equity:
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2024 and 2023	—		—
Common stock; $0.01 par value, 150,000,000 shares authorized, 74,634,538 and 74,517,973 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	0.7		0.7
Additional paid-in capital	9.2		4.1
Retained earnings	5,930.6		6,360.0
Accumulated other comprehensive loss	(1,886.7)		(1,708.1)
Total AGCO Corporation stockholders’ equity	4,053.8		4,656.7
Noncontrolling interests	0.1		0.1
Total stockholders’ equity	4,053.9		4,656.8
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	13,614.8	$	11,421.2

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in millions, except per share data)



	Three Months Ended June 30,
	2024		2023
Net sales	$	3,246.6	$	3,822.7
Cost of goods sold	2,409.1		2,817.0
Gross profit	837.5		1,005.7
Operating expenses:
Selling, general and administrative expenses	379.8		350.3
Engineering expenses	137.8		138.8
Amortization of intangibles	31.7		14.1
Impairment charges	5.1		—
Restructuring expenses	30.2		6.1
Loss on business held for sale	494.6		—
Income (loss) from operations	(241.7)		496.4
Interest expense, net	29.9		5.8
Other expense, net	65.3		78.0
Income (loss) before income taxes and equity in net earnings of affiliates	(336.9)		412.6
Income tax provision	41.6		111.0
Income (loss) before equity in net earnings of affiliates	(378.5)		301.6
Equity in net earnings of affiliates	9.6		17.6
Net income (loss)	(368.9)		319.2
Net loss attributable to noncontrolling interests	1.8		—
Net income (loss) attributable to AGCO Corporation and subsidiaries	$	(367.1)	$	319.2
Net income (loss) per common share attributable to AGCO Corporation and subsidiaries:
Basic	$	(4.92)	$	4.26
Diluted	$	(4.92)	$	4.26
Cash dividends declared and paid per common share	$	2.79	$	5.28
Weighted average number of common and common equivalent shares outstanding:
Basic	74.6		74.9
Diluted	74.7		75.0

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in millions, except per share data)


	Six Months Ended June 30,
	2024		2023
Net sales	$	6,175.3	$	7,156.2
Cost of goods sold	4,568.0		5,295.6
Gross profit	1,607.3		1,860.6
Operating expenses:
Selling, general and administrative expenses	730.2		682.1

Engineering expenses	268.7		258.4
Amortization of intangibles	45.6		28.9
Impairment charges	5.1		—
Restructuring expenses	31.2		7.5
Loss on business held for sale	494.6		—
Income from operations	31.9		883.7
Interest expense, net	31.8		6.3
Other expense, net	116.1		128.4
Income (loss) before income taxes and equity in net earnings of affiliates	(116.0)		749.0
Income tax provision	110.7		231.2
Income (loss) before equity in net earnings of affiliates	(226.7)		517.8
Equity in net earnings of affiliates	25.8		34.0
Net income (loss)	(200.9)		551.8
Net loss attributable to noncontrolling interests	1.8		—
Net income (loss) attributable to AGCO Corporation and subsidiaries	$	(199.1)	$	551.8
Net income (loss) per common share attributable to AGCO Corporation and subsidiaries:
Basic	$	(2.67)	$	7.37
Diluted	$	(2.67)	$	7.36
Cash dividends declared and paid per common share	$	3.08	$	5.52
Weighted average number of common and common equivalent shares outstanding:
Basic	74.6		74.9
Diluted	74.7		75.0

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited and in millions)


	Three Months Ended June 30,
	2024		2023
Net income (loss)	$	(368.9)	$	319.2
Other comprehensive income (loss):
Foreign currency translation adjustments	(136.1)		74.2
Defined benefit pension plans, net of tax	1.9		1.9
Deferred gains and losses on derivatives, net of tax	(2.0)		(4.5)
Other comprehensive income (loss)	(136.2)		71.6
Comprehensive income (loss)	(505.1)		390.8
Comprehensive loss attributable to noncontrolling interests	2.8		—
Comprehensive income (loss) attributable to AGCO Corporation and subsidiaries	$	(502.3)	$	390.8


	Six Months Ended June 30,
	2024		2023
Net income (loss)	$	(200.9)	$	551.8
Other comprehensive income (loss):
Foreign currency translation adjustments	(188.1)		118.6
Defined benefit pension plans, net of tax	3.6		3.7
Deferred gains and losses on derivatives, net of tax	4.9		(4.0)
Other comprehensive income (loss)	(179.6)		118.3
Comprehensive income (loss)	(380.5)		670.1
Comprehensive loss attributable to noncontrolling interests	2.8		—
Comprehensive income (loss) attributable to AGCO Corporation and subsidiaries	$	(377.7)	$	670.1

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in millions)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income (loss)	$	(200.9)	$	551.8
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	128.5		110.1
Amortization of intangibles	45.6		28.9
Stock compensation expense	16.1		27.3
Impairment charges	5.1		—
Loss on business held for sale	494.6		—
Equity in net earnings of affiliates, net of cash received	(25.1)		(33.3)
Deferred income tax benefit	(25.2)		(22.6)
Other	19.4		13.7
Changes in operating assets and liabilities:
Accounts and notes receivable, net	(123.3)		(495.3)
Inventories, net	(373.3)		(555.1)
Other current and noncurrent assets	(62.1)		(241.1)
Accounts payable	59.8		1.2
Accrued expenses	(178.5)		128.7
Other current and noncurrent liabilities	84.8		120.7
Total adjustments	66.4		(916.8)
Net cash used in operating activities	(134.5)		(365.0)
Cash flows from investing activities:
Purchases of property, plant and equipment	(193.0)		(237.0)
Proceeds from sale of property, plant and equipment	1.3		0.4
Purchase of businesses, net of cash acquired	(1,902.2)		(0.9)
Investments in unconsolidated affiliates, net	(0.2)		(26.2)

Other	(0.1)		(3.9)
Net cash used in investing activities	(2,094.2)		(267.6)
Cash flows from financing activities:
Proceeds from indebtedness	2,585.4		780.2
Repayments of indebtedness	(1.7)		(11.4)

Payment of dividends to stockholders	(229.9)		(414.1)
Payment of minimum tax withholdings on stock compensation	(11.3)		(20.2)
Payment of debt issuance costs	(15.2)		—
Investments by noncontrolling interests, net	8.1		—

Net cash provided by financing activities	2,335.4		334.5
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(24.9)		(27.9)
Increase (decrease) in cash, cash equivalents and restricted cash	81.8		(326.0)
Cash, cash equivalents and restricted cash, beginning of period	595.5		789.5
Cash, cash equivalents and restricted cash, end of period(1)	$	677.3	$	463.5

____________________________________

(1) Includes $20.0 million of cash and cash equivalents classified as held for sale as of June 30, 2024.

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements of AGCO Corporation and its subsidiaries (the “Company” or “AGCO”) included herein have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows at the dates and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Results for interim periods are not necessarily indicative of the results for the year. Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation.

The Company has a wholly-owned subsidiary in Turkey that distributes agricultural equipment and replacement parts. On the basis of available data related to inflation indices and as a result of the devaluation of the Turkish lira relative to the United States dollar, the Turkish economy was determined to be highly inflationary during 2022. A highly inflationary economy is one where the cumulative inflation rate for the three years preceding the beginning of the reporting period, including interim reporting periods, is in excess of 100 percent. For subsidiaries operating in highly inflationary economies, the United States dollar is the functional currency. Remeasurement adjustments for financial statements in highly inflationary economies and other transactional exchange gains and losses are reported in "Other expense, net" within the Company's Condensed Consolidated Statements of Operations. For the six months ended and as of June 30, 2024, the Company's wholly-owned subsidiary in Turkey had net sales of approximately $263.0 million and total assets of approximately 8.2 billion Turkish lira (or approximately $248.7 million). The monetary assets and liabilities denominated in the Turkish lira were approximately 7.6 billion Turkish lira (or approximately $232.0 million) and approximately 4.6 billion Turkish lira (or approximately $140.4 million), respectively, as of June 30, 2024. The monetary assets and liabilities were remeasured into United States dollar based on exchange rates as of June 30, 2024.

The Company has a wholly-owned subsidiary in Argentina that assembles and distributes agricultural equipment and replacement parts. In recent years, the Argentine government has substantially limited the ability of companies to transfer funds out of Argentina. As a consequence of these limitations, the spread between the official government exchange rate and the exchange rates resulting from certain capital market operations, usually effected to obtain United States dollars, has broadened significantly. Argentina's economy was determined to be highly inflationary during 2018. In December 2023, the central bank of Argentina adjusted the official foreign currency exchange rate for the Argentine peso, significantly devaluing the currency relative to the United States dollar. For the six months ended and as of June 30, 2024, the Company's wholly-owned subsidiary in Argentina had net sales of approximately $99.5 million and total assets of approximately 238.7 billion pesos (or approximately $262.6 million). The monetary assets of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 87.2 billion pesos (or approximately $95.9 million), inclusive of approximately 34.3 billion pesos (or approximately $37.7 million) in cash and cash equivalents, as of June 30, 2024. The monetary liabilities of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 14.0 billion pesos (or approximately $15.4 million) as of June 30, 2024. The monetary assets and liabilities were remeasured into United States dollar based on exchange rates as of June 30, 2024. The Company's finance joint venture in Argentina, AGCO Capital Argentina S.A. ("AGCO Capital"), had net monetary assets denominated in pesos at the official government rate of approximately 5.1 billion (or approximately $5.6 million) as of June 30, 2024. All gains and losses resulting from AGCO Capital's remeasurement of its monetary assets and liabilities are reported as part of AGCO Capital's net income, our share of which is included in “Equity in net earnings of affiliates” within our Condensed Consolidated Statements of Operations.

New Accounting Pronouncements to be Adopted

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands annual and interim disclosure requirements and requires entities to disclose its significant segment expense categories and amounts for each reportable segment. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

2. ACQUISITIONS

On September 28, 2023, the Company entered into a Sale and Contribution Agreement among AGCO, Trimble Inc. (“Trimble”) and PTx Trimble, LLC (“PTx Trimble” or the "Joint Venture"), formerly known as Trimble Solutions, LLC, which was subsequently amended and restated on March 31, 2024. On April 1, 2024, pursuant to the terms of an Amended and Restated Sale and Contribution Agreement (the “Agreement”), AGCO and Trimble completed (i) the contribution by Trimble to the Joint Venture of Trimble’s OneAg business (“OneAg”), which is Trimble’s agricultural business, excluding certain Global Navigation Satellite System and guidance technologies, and $8.1 million of cash, (ii) the contribution by AGCO to the Joint Venture of its interest in JCA Industries, LLC d/b/a JCA Technologies and $46.0 million of cash, and (iii) the purchase by AGCO from Trimble of membership interests in the Joint Venture in exchange for the payment by AGCO to Trimble of $1,954.0 million in cash, subject to customary working capital and other adjustments. Immediately following the closing and as a result of the transaction, AGCO directly and indirectly owns an 85% interest in the Joint Venture and Trimble owns a 15% interest in the Joint Venture. The purchase price was funded using net proceeds from the issuance of Senior Notes due 2027 and 2034, a term loan facility and the remainder through other borrowings and cash on hand. Refer to Note 9 for further information. AGCO began consolidating PTx Trimble within its consolidated financial statements on April 1, 2024.

The Company is accounting for the Joint Venture transaction as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. The Company preliminarily allocated the purchase price of the acquisition to identified assets acquired, liabilities assumed, and noncontrolling interests based on their estimated fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The Company calculated the fair value of the assets acquired using the income, market or cost approach (or a combination thereof). Fair values of certain assets were determined based on Level 3 inputs, including estimated future cash flows, discount rates, royalty rates, growth rates and sales projections, all of which require significant management judgment and are susceptible to change. The purchase price allocation was based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the acquisition date becomes available. The Company continues to evaluate the valuation of the assets acquired and liabilities assumed related to the acquisition, including inventories, developed technologies, trade names, favorable contracts, customer relationships, deferred taxes and redeemable noncontrolling interests. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. Any subsequent measurement period adjustments are not expected to have a material impact on the Company's results of operations. The goodwill consists of expected future economic benefits that will arise from expected future product sales, operating efficiencies and sales channel synergies that may result from the Joint Venture. The Company expects that the portion of the goodwill balance allocated to the US business will be deductible for tax purposes, and the goodwill allocated to the Joint Venture’s investments in foreign subsidiaries, primarily in Germany and France, will not be deductible for tax purposes. At this time, the assignment of goodwill to reporting units has not yet been completed.

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

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

(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.

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.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

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.

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

These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results.

The amounts of PTx Trimble's net sales and net loss attributable to AGCO Corporation and subsidiaries consolidated by the Company since the acquisition date were $69.0 million and $10.0 million, respectively.

During the six months ended June 30, 2024, transaction-related costs of approximately $23.3 million were expensed as incurred to “Selling, general and administrative expenses” in the Company's Condensed Consolidated Statements of Operations.

3. BUSINESS HELD FOR SALE

On July 25, 2024, the Company announced it had entered into a definitive agreement to sell the majority of its Grain & Protein (“G&P”) business for a purchase price of $700.0 million, subject to customary working capital and other adjustments. As of June 30, 2024, the business met the criteria to be classified as held for sale. The Company recognizes assets and liabilities held for sale at the lower of carrying value or fair market value less costs to sell. The Company determined the intended sale of the G&P business does not represent a strategic shift that will have a major effect on the consolidated results of operations, and therefore results of this business were not classified as discontinued operations. The results of the G&P business are included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments. Upon classification as held for sale, the Company recognized a loss on business held for sale of $494.6 million, which represents the estimated loss on the business held for sale, and is included within “Loss on business held for sale” in the Company's Condensed Consolidated Statements of Operations. The estimated loss includes $84.6 million of cumulative translation adjustment losses related to the assets expected to be divested and an estimate of costs to sell the business. The closing of the transaction is subject to customary closing conditions and is expected to be completed in the second half of 2024.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

The major categories of assets and liabilities of the business classified as held for sale as of June 30, 2024 were as follows:


	June 30, 2024
Current assets held for sale:
Cash and cash equivalents	$	20.0
Accounts and notes receivable, net	203.8
Inventories, net	186.7
Other current assets	22.5
Total current assets held for sale	433.0
Property, plant and equipment, net	98.6

Right-of-use lease assets	15.7
Other assets	8.1
Intangible assets, net	112.3
Goodwill	213.6
Total assets held for sale	$	881.3

Current liabilities held for sale:
Accounts payable	$	117.7
Accrued expenses	105.9
Other current liabilities	46.7
Total current liabilities held for sale	270.3
Long-term debt, less current portion and debt issuance costs	0.8
Deferred tax liabilities	11.4
Pension and postretirement health care benefits	0.3
Operating lease liabilities	10.9
Other noncurrent liabilities	4.5
Total liabilities held for sale	$	298.2

Disposal group, net	$	583.1

4. ACCOUNTS RECEIVABLE SALES AGREEMENTS

The Company has accounts receivable sales agreements that permit the sale, on an ongoing basis, of a majority of its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint ventures. The cash received from receivables sold under the U.S., Canadian, European and Brazilian accounts receivable sales agreements that remain outstanding as of June 30, 2024 and December 31, 2023 was approximately $2.4 billion and $2.5 billion, respectively.

Under the terms of the accounts receivable sales agreements in the U.S., Canada, Europe and Brazil, the Company pays an annual fee related to the servicing of the receivables sold. The Company also pays the respective AGCO Finance entities a subsidized interest payment with respect to the accounts receivable sales agreements, calculated based upon the interest rate charged by Rabobank to its affiliate, and such affiliate then lends to the AGCO Finance entities plus an agreed-upon margin. These fees are reflected within losses on the sales of receivables included within “Other expense, net” in the Company’s Condensed Consolidated Statements of Operations. The Company does not service the receivables after the sale occurs and does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and determined that receivables sold under these agreements should be accounted for as off-balance sheet transactions.

In addition, the Company sells certain trade receivables under factoring arrangements to other financial institutions around the world. The cash received from trade receivables sold under factoring arrangements that remain outstanding as of

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

June 30, 2024 and December 31, 2023 was approximately $221.4 million and $254.1 million, respectively. Under these arrangements, the Company is required to continue to service the sold receivables at market rates. The Company does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and determined that receivables sold under these agreements should be accounted for as off-balance sheet transactions.

Losses on sales of receivables associated with the accounts receivable sales agreements discussed above, reflected within “Other expense, net” in the Company’s Condensed Consolidated Statements of Operations, were approximately $35.9 million and $63.8 million during the three and six months ended June 30, 2024, respectively. Losses on sales of receivables associated with the accounts receivable sales agreements discussed above, reflected within “Other expense, net” in the Company’s Condensed Consolidated Statements of Operations, were approximately and $30.3 million and $58.8 million during the three and six months ended June 30, 2023, respectively.

The Company’s finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to the Company’s dealers. As of June 30, 2024 and December 31, 2023, these finance joint ventures had approximately $187.7 million and $211.3 million, respectively, of outstanding accounts receivable associated with these arrangements.

In certain foreign countries, the Company invoices its finance joint ventures directly and the finance joint ventures retain a form of title to the goods delivered to dealers until the dealer makes payment so that the finance joint ventures can recover the goods in the event of dealer or end customer default on payment. This occurs as the laws of some foreign countries do not provide for a seller’s retention of a security interest in goods in the same manner as established in the United States Uniform Commercial Code. The only right the finance joint ventures retain with respect to the title are those enabling recovery of the goods in the event of customer default on payment. The dealer or distributor may not return equipment or replacement parts to the Company while its contract with the finance joint venture is in force, and can only return the equipment to the retail finance joint venture with penalties that would generally not make it economically beneficial to do so.

5. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill during the six months ended June 30, 2024 are summarized as follows (in millions):


	North America		South America		Europe/Middle East		Asia/Pacific/Africa		Unallocated(1)		Consolidated
Balance as of December 31, 2023	$	668.2	$	93.5	$	458.5	$	113.2	$	—	$	1,333.4
Acquisitions	—		—		8.7		—		1,803.3		1,812.0

Reclassified to held for sale(2)	(524.0)		(12.8)		(61.1)		(110.3)		—		(708.2)
Foreign currency translation	(1.4)		(11.8)		(13.0)		(2.9)		(0.3)		(29.4)
Balance as of June 30, 2024	$	142.8	$	68.9	$	393.1	$	—	$	1,803.0	$	2,407.8

____________________________________

(1) Unallocated goodwill relates to the PTx Trimble joint venture transaction. Refer to Note 2 for additional information.

(2) Reclassification resulting from the Company's classification of the G&P business as held for sale, $494.6 million is included within “Loss on business held for sale” in the Company’s Condensed Consolidated Statements of Operations and $213.6 million is included within “Assets held for sale” in the Company’s Condensed Consolidated Balance Sheets. Refer to Note 3 for additional information.

Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The Company conducts its annual impairment analyses as of October 1st each year.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Changes in the carrying amount of acquired intangible assets during the six months ended June 30, 2024 are summarized as follows (in millions):


Gross carrying amounts:	Trademarks and Trade Names		Customer Relationships		Patents and Technology		Other		Total
Balance as of December 31, 2023	$	194.3	$	580.7	$	148.2	$	6.3	$	929.5
Acquisitions	10.7		39.4		453.0		41.9		545.0

Reclassified to held for sale(1)	(122.0)		(417.3)		(58.7)		—		(598.0)
Foreign currency translation	(3.5)		(11.6)		(6.6)		(0.1)		(21.8)
Balance as of June 30, 2024	$	79.5	$	191.2	$	535.9	$	48.1	$	854.7


Accumulated amortization:	Trademarks and Trade Names		Customer Relationships		Patents and Technology		Other		Total
Balance as of December 31, 2023	$	114.5	$	483.4	$	113.3	$	1.7	$	712.9
Amortization expense	5.5		31.6		5.0		3.5		45.6

Reclassified to held for sale(1)	(73.9)		(367.4)		(48.9)		—		(490.2)
Foreign currency translation	(2.2)		(23.1)		7.6		(0.1)		(17.8)
Balance as of June 30, 2024	$	43.9	$	124.5	$	77.0	$	5.1	$	250.5


Indefinite-lived intangible assets:	Trademarks and Trade Names

Balance as of December 31, 2023	$	85.9
Foreign currency translation	(1.1)
Balance as of June 30, 2024	$	84.8

____________________________________

(1) Reclassification resulting from the Company's classification of the G&P business as held for sale. Refer to Note 3 for additional information.

The Company amortizes certain acquired identifiable intangible assets primarily on a straight-line basis over their estimated useful lives, which range from one to 50 years. External-use software, net, developed by the Company and marketed externally, was approximately $0.9 million and $6.3 million as of June 30, 2024 and December 31, 2023, respectively, and classified within “Intangible assets, net.” As of June 30, 2024, $4.5 million of external-use software, net was reclassified to held for sale.

6. INVENTORIES

Inventories, net at June 30, 2024 and December 31, 2023, excluding amounts classified as held for sale, were as follows (in millions):


	June 30, 2024		December 31, 2023
Finished goods	$	1,605.1	$	1,460.7
Repair and replacement parts	808.6		823.1
Work in process	279.0		255.2
Raw materials	806.7		901.7
Inventories, net	$	3,499.4	$	3,440.7

At June 30, 2024 and December 31, 2023, the Company had recorded $261.0 million and $238.9 million respectively, as a reserve for surplus and obsolete inventories. These reserves are reflected within "Inventories, net" within the Company's Condensed Consolidated Balance Sheets.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

7. PRODUCT WARRANTY

The warranty reserve activity for the three and six months ended June 30, 2024 and 2023, including deferred revenue associated with the Company's extended warranties that have been sold, was as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Balance at beginning of period	$	793.1	$	677.0	$	800.8	$	640.0
Acquisitions	4.1		—		4.1		—
Accruals for warranties issued	93.8		107.8		185.9		197.5
Settlements made and deferred revenue recognized	(93.6)		(63.4)		(175.6)		(127.9)
Reclassified to held for sale(1)	(11.6)		—		(11.6)		—
Foreign currency translation	(11.2)		5.8		(29.0)		17.6
Balance at June 30	$	774.6	$	727.2	$	774.6	$	727.2

____________________________________

(1) Reclassification resulting from the Company's classification of the G&P business as held for sale. Refer to Note 3 for additional information.

The Company’s agricultural equipment products generally are warranted against defects in material and workmanship for a period of one to four years. The Company accrues for future warranty costs at the time of sale based on historical warranty experience. The Company's extended warranty period for the majority of products ranges from three to five years. Revenue is recognized for the extended warranty contracts on a straight-line basis, which the Company believes approximates the cost expected to be incurred in satisfying the obligations, over the extended warranty period. Approximately $635.6 million, $679.9 million and $613.6 million of warranty reserves are included in “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2024, December 31, 2023 and June 30, 2023, respectively. Approximately $139.0 million, $120.9 million and $113.6 million of warranty reserves are included in “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2024, December 31, 2023, and June 30, 2023, respectively.

The Company recognizes potential recoveries of the costs associated with warranties it provides when the collection is probable. When specifics of the recovery have been agreed upon with the Company’s suppliers through the confirmation of liability for the recovery, the Company records the recovery within “Accounts and notes receivable, net” in the Company's Condensed Consolidated Balance Sheets. Estimates of the amount of warranty claim recoveries to be received from the Company’s suppliers based upon contractual supplier arrangements are recorded within “Other current assets” in the Company's Condensed Consolidated Balance Sheets.

8. SUPPLIER FINANCE PROGRAMS

The Company has supplier financing arrangements with certain banks or other intermediaries whereby a bank or intermediary purchases receivables held by the Company’s suppliers. Under the program, suppliers have the option to be paid by the bank or intermediary earlier than the payment due date. When the supplier receives an early payment, they receive discounted amounts, and the Company pays the bank or intermediary the face amount of the invoice on the payment due date. The Company does not reimburse suppliers for any costs incurred for participation in the program. The Company and its suppliers agree on the contractual terms, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the supplier finance programs. The suppliers’ voluntary inclusion in the supplier financing programs has no bearing on the Company’s payment terms. The Company has no economic interest in a supplier’s decision to participate in the programs, and the Company has no direct financial relationship with the banks or other intermediaries as it relates to the supplier finance programs. As of June 30, 2024, payment terms with the majority of the Company’s suppliers are generally 30 to 180 days, which correspond to the contractual terms, with rates that are based on market rates (such as SOFR) plus a credit spread. There are no assets pledged as security under the programs. As of June 30, 2024 and December 31, 2023, the amounts outstanding that remain unpaid to the banks or other intermediaries totaled $92.9 million and $82.7 million, respectively, and are reflected in “Accounts payable” in the Company’s Condensed Consolidated Balance Sheets.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

9. INDEBTEDNESS

Long-term debt, excluding amounts classified as held for sale, consisted of the following at June 30, 2024 and December 31, 2023 (in millions):


	June 30, 2024		December 31, 2023
Credit facility, expires 2027	$	760.0	$	—
Term Loan Facility borrowings	500.0		—
5.450% Senior notes due 2027	400.0		—
5.800% Senior notes due 2034	700.0		—
0.800% Senior notes due 2028	642.0		664.0
1.002% EIB Senior term loan due 2025	267.5		276.7
EIB Senior term loan due 2029	267.5		276.7
EIB Senior term loan due 2030	181.9		—
Senior term loans due between 2025 and 2028	156.8		162.1
Other long-term debt	1.0		3.1
Debt issuance costs	(13.0)		(3.1)
	3,863.7		1,379.5

Less:
Current portion of other long-term debt	(1.0)		(2.3)
1.002% EIB Senior term loan due 2025	(267.5)		—
Total long-term indebtedness	$	3,595.2	$	1,377.2

Credit Facility and Term Loan Facility

In December 2022, the Company, certain of its subsidiaries and Rabobank, and other named lenders entered into an amendment to its credit facility providing for a $1.25 billion multi-currency unsecured revolving credit facility (“Credit Facility”), which replaced the Company’s former $800.0 million multi-currency unsecured revolving credit facility. The amendment provided an additional $450.0 million in borrowing capacity. An initial borrowing under the credit facility was used to repay and retire a $240.0 million short-term multi-currency revolving credit facility with Rabobank that matured on March 31, 2023. The Credit Facility consists of a $325.0 million United States dollar tranche and a $925.0 million multi-currency tranche for loans denominated in United States dollars, Euros or other currencies to be agreed upon. The Credit Facility matures on December 19, 2027. Interest accrues on amounts outstanding for any borrowings denominated in United States dollars, at the Company’s option, at either (1) the Secured Overnight Financing Rate (“SOFR”) plus 0.1% plus a margin ranging from 0.875% to 1.875% based on the Company’s credit rating, or (2) the base rate, which is the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.5%, and (iii) Term SOFR for a one-month tenor plus 1.0%, plus a margin ranging from 0.000% to 0.875% based on the Company’s credit rating. Interest accrues on amounts outstanding for any borrowings denominated in Euros at the Euro Interbank Offered Rate (“EURIBOR”) plus a margin ranging from 0.875% to 1.875% based on the Company’s credit rating. As of June 30, 2024, the Company had $760.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $489.9 million.

In December 2023, the Company amended the Credit Facility to allow for incremental borrowings in the form of a delayed draw term loan facility in an aggregate principal amount of $250.0 million. In March 2024, the Company further amended the Credit Facility to increase this amount by $250.0 million, for an aggregate amount of $500.0 million (“Term Loan Facility”). The Company drew down the Term Loan Facility on March 28, 2024. Borrowings under the Term Loan Facility bear interest at the same rate and margin as the Credit Facility. The Term Loan Facility matures on December 19, 2027. As of June 30, 2024, the Company had $500.0 million outstanding under the Term Loan Facility.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Uncommitted Credit Facility

In June 2022, the Company entered into an uncommitted revolving credit facility that allows the Company to borrow up to €100.0 million (or approximately $107.0 million as of June 30, 2024). The credit facility expires on December 31, 2026. Any loans will bear interest at the EURIBOR plus a credit spread. As of June 30, 2024 and December 31, 2023, the Company had no outstanding borrowings under the revolving credit facility and had the ability to borrow €100.0 million (or approximately $107.0 million).

5.450% Senior Notes due 2027 and 5.800% Senior Notes due 2034

On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of 5.450% Senior Notes due 2027 (the “2027 Notes”) and (ii) $700.0 million aggregate principal amount of 5.800% Senior Notes due 2034 (the “2034 Notes”, and together with the 2027 Notes, the “Notes”). The Notes are unsecured and guaranteed on a senior unsecured basis by AGCO International Holdings B.V., AGCO International GmbH, Massey Ferguson Corp. and The GSI Group, LLC, direct and indirect subsidiaries of the Company (collectively, the “Guarantors”). The 2027 Notes mature on March 21, 2027, and interest is payable semi-annually, in arrears, at 5.450%. The 2034 Notes mature on March 21, 2034, and interest is payable semi-annually, in arrears, at 5.800%. The Notes contain covenants restricting among other things, the incurrence of certain secured indebtedness.

Prior to February 21, 2027, in the case of the 2027 Notes, and December 21, 2033, in the case of the 2034 Notes, the Company may redeem the 2027 Notes and/or the 2034 Notes at its option, in whole or in part, at any time and from time to time, at the applicable “make-whole” redemption price (calculated as set forth in the the Senior Note Indenture and First Supplemental Indenture and applicable series of the Notes). On or after February 21, 2027, in the case of the 2027 Notes, and December 21, 2033, in the case of the 2034 Notes, the Company may redeem the 2027 Notes or the 2034 Notes, as the case may be, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

0.800% Senior Notes due 2028

On October 6, 2021, the Company issued €600.0 million (or approximately $642.0 million as of June 30, 2024) of senior notes at an issue price of 99.993%. The notes mature on October 6, 2028, and interest is payable annually, in arrears, at 0.800%. The notes contain covenants restricting, among other things, the incurrence of certain secured indebtedness. The senior notes are subject to both optional and mandatory redemption in certain events.

1.002% European Investment Bank ("EIB") Senior Term Loan due 2025

On January 25, 2019, the Company borrowed €250.0 million (or approximately $267.5 million as of June 30, 2024) from the EIB. The loan matures on January 24, 2025. The Company is permitted to prepay the loan before its maturity date. Interest is payable on the loan at 1.002% per annum, payable semi-annually in arrears.

EIB Senior Term Loans due 2029 and 2030

On September 29, 2023, the Company entered into a multi-currency Finance Contract with the EIB permitting the Company to borrow up to €250.0 million to fund up to 50% of certain investments in research, development and innovation primarily in Germany, France and Finland during the period from 2023 through 2026. On October 26, 2023, the Company borrowed €250.0 million (or approximately $267.5 million as of June 30, 2024) under the arrangement. The loan matures on October 26, 2029. The loan generally can be prepaid at any time upon the election of the Company and must be prepaid upon the occurrence of certain events. Interest is payable on the term loan at 3.980% per annum, payable semi-annually in arrears. The Company also has to fulfill financial covenants with respect to a net leverage ratio and an interest coverage ratio.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

On January 25, 2024, the Company entered into an additional multi-currency Finance Contract with the EIB permitting the Company to borrow up to €170.0 million, for which the proceeds will be used in a similar manner as described for the EIB Senior Term Loan due 2029 above. On February 15, 2024, the Company borrowed €170.0 million (or approximately $181.9 million as of June 30, 2024) under the arrangement. The loan matures on February 15, 2030. The loan generally can be prepaid at any time upon the election of the Company and must be prepaid upon the occurrence of certain events. Interest is payable on the term loan at 3.416% per annum, payable semi-annually in arrears. The Company also has to fulfill financial covenants with respect to a net leverage ratio and an interest coverage ratio.

Senior Term Loans Due Between 2025 and 2028

In October 2016, the Company borrowed an aggregate amount of €375.0 million through a group of seven related term loan agreements, and in August 2018, the Company borrowed an additional aggregate amount of €338.0 million through a group of another seven related term loan agreements. Of the 2016 term loans, the Company repaid an aggregate amount of €322.5 million in October 2019, October 2021, April 2022 and October 2023. Of the 2018 senior term loans, the Company repaid an aggregate amount of €244.0 million in August 2021, February 2022 and August 2023.

In aggregate, as of June 30, 2024, the Company had indebtedness of €146.5 million (or approximately $156.8 million as of June 30, 2024) through a group of four remaining related term loan agreements. The provisions of the term loan agreements are substantially identical, with the exception of interest rate terms and maturities. As of June 30, 2024, for the term loans with a fixed interest rate, interest is payable in arrears on an annual basis, with interest rates ranging from 1.67% to 2.26% and maturity dates between August 2025 and August 2028. For the term loan with a floating interest rate, interest is payable in arrears on a semi-annual basis, with an interest rate based on the EURIBOR plus a margin of 1.10% and a maturity date of August 2025.

Bridge Facility

On September 28, 2023, the Company entered into a bridge facility commitment letter with Morgan Stanley pursuant to which Morgan Stanley committed to provide a $2.0 billion senior unsecured 364-day bridge facility (the "Bridge Facility"). The availability under the Bridge Facility was reduced to zero by certain permanent financing transactions including the net proceeds from the issuance of the Notes, the Company's entry into the Term Loan Facility and by amounts based on the Company's cash flow, and the Company terminated the Bridge Facility on March 25, 2024.

Other Short-Term Borrowings

As of June 30, 2024 and December 31, 2023, the Company had short-term borrowings due within one year, excluding the current portion of long-term debt, of approximately $51.7 million and $12.7 million, respectively.

Standby Letters of Credit and Similar Instruments

The Company has arrangements with various banks to issue standby letters of credit or similar instruments, which guarantee the Company’s obligations for the purchase or sale of certain inventories and for potential claims exposure for insurance coverage. At June 30, 2024 and December 31, 2023, outstanding letters of credit totaled approximately $14.7 million and $14.7 million, respectively.

10. RESTRUCTURING EXPENSES

On June 24, 2024, the Company announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry. The initial phase of the Program is focused on further reducing structural costs, streamlining the Company’s workforce and enhancing global efficiencies related to changing the Company’s operating model for certain corporate and back-office functions and better leveraging technology and global centers of excellence. The Company estimates that it will incur charges for one-time termination benefits of approximately $150.0 million to $200.0 million in connection with this phase of the Program, primarily consisting of cash charges related to severance payments, employees benefits and related costs. The Company expects the majority of these cash charges will be incurred in 2024 and the first half of 2025.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Additionally, in recent years, the Company announced and initiated several actions to rationalize employee headcount in various manufacturing facilities and administrative offices located in the U.S., Europe, South America, Africa and Asia, in order to reduce costs in response to fluctuating global market demand.

Restructuring expenses activity, which relates to severance and other related costs, during the three and six months ended June 30, 2024 is summarized as follows (in millions):



Balance as of December 31, 2023	$	7.8
First quarter 2024 provision	1.1
First quarter 2024 cash activity	(3.4)
Foreign currency translation	(0.2)
Balance as of March 31, 2024	$	5.3
Second quarter 2024 provision	30.5
Second quarter 2024 provision reversal	(0.4)
Second quarter 2024 cash activity	(2.1)
Reclassified to held for sale(1)	(0.4)
Foreign currency translation	(0.3)
Balance as of June 30, 2024	$	32.6

____________________________________

(1) Reclassification resulting from the Company's classification of the G&P business as held for sale. Refer to Note 3 for additional information.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

11. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative Transactions Designated as Hedging Instruments

Cash Flow Hedges

Foreign Currency Contracts

The Company uses cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in foreign currency exchange rates. The changes in the fair values of these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into “Cost of goods sold” during the period the sales and purchases are recognized. These amounts offset the effect of the changes in foreign currency rates on the related sale and purchase transactions.

The Company designates certain foreign currency contracts as cash flow hedges of expected future sales and purchases. The total notional value of derivatives that were designated as cash flow hedges was approximately $386.6 million and $262.2 million as of June 30, 2024 and December 31, 2023, respectively.

Steel Commodity Contracts

The Company designates certain steel commodity contracts as cash flow hedges of expected future purchases of steel. The total notional value of derivatives that were designated as cash flow hedges was approximately $0.1 million and $2.5 million as of June 30, 2024 and December 31, 2023, respectively.

Interest Rate Risk

The Company entered into treasury rate locks in early March 2024 to fix the interest rate for the 2034 Notes issued on March 21, 2024. The derivative position settled on March 28, 2024 with a cash settlement that offset changes in the benchmark treasury rate between the execution of the treasury rate lock and the debt pricing date for the 2034 Notes. This treasury rate lock was designated as a cash flow hedge and the gain at termination of $8.2 million was recognized in accumulated other comprehensive loss. The amount recognized in accumulated other comprehensive loss is reclassified to interest expense as interest payments are made on the 2034 Notes through the maturity date.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

The following tables summarize the after-tax impact that changes in the fair value of derivatives designated as cash flow hedges had on accumulated other comprehensive loss and net income (loss) during the three and six months ended June 30, 2024 and 2023 (in millions):


			Recognized in Net Income (Loss)
Three Months Ended June 30,	Gain (Loss) Recognized in Accumulated Other Comprehensive Loss		Classification of Gain (Loss)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income		Total Amount of the Line Item in the Condensed Consolidated Statements of Operations Containing Hedge Gains (Losses)
2024
Foreign currency contracts(1)	$	(3.5)	Cost of goods sold	$	(1.5)	$	2,409.1
Commodity contracts(2)	—		Cost of goods sold	(0.2)		$	2,409.1
Treasury rate locks	—		Interest expense, net	0.2		$	29.9
Total	$	(3.5)		$	(1.5)
2023
Foreign currency contracts	$	(5.0)	Cost of goods sold	$	(0.8)	$	2,817.0
Commodity contracts	(0.7)		Cost of goods sold	(0.4)		$	2,817.0
Total	$	(5.7)		$	(1.2)

Recognized in Net Income (Loss)

Six Months Ended June 30,

Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss

Classification of Gain (Loss)

Gain (Loss) Reclassified from Accumulated

Other Comprehensive Loss into Income

Total Amount of the Line Item in the Condensed Consolidated Statements of Operations Containing Hedge Gains (Losses)

2024