On August 1, 2023, the Company acquired 100% of AeroTech from JBT Corporation for $803.6 million, net of cash acquired and subject to customary post-closing adjustments. AeroTech, a leading provider of aviation ground support products, gate equipment and airport services provided to commercial airlines, airports, air-freight carriers, ground handling customers and the military, is part of the Vocational segment. The purchase price included $808.0 million in cash, a receivable of $10.0 million for certain post-closing information technology integration costs, a $1.0 million receivable for state tax liabilities, a payable of $5.1 million for certain post-closing working capital adjustments and a payable of $1.5 million for required equity replacement awards. The acquisition was funded with cash on hand and borrowings under the Company’s existing revolving credit facility. See Note 16 for additional information regarding the Company’s debt.

The results of AeroTech have been included in the Company’s Consolidated Statements of Income from the date of acquisition. AeroTech had sales of $292.2 million and an operating loss of $5.7 million from the acquisition date to December 31, 2023.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition (in millions):


Assets Acquired:
Cash and cash equivalents	$	9.3

Accounts receivable	$	75.0
Unbilled receivables		57.8
Inventory		153.7
Other current assets		7.6
Property, plant and equipment		44.6
Goodwill		260.3
Purchased intangible assets		330.4
Other long-term assets		7.6
Total assets, excluding cash and cash equivalents	$	937.0

Liabilities Assumed:
Accounts payable	$	63.2
Customer advances		24.8
Payroll-related obligations		13.8
Other current liabilities		20.7
Deferred income taxes		2.6
Long-term liabilities		8.3
Total liabilities	$	133.4
Net assets acquired	$	803.6

The preliminary valuation of intangible assets consists of the following assets subject to amortization (in millions, except weighted average useful life):


	Fair Value		Weighted- Average Useful Life	Valuation Methodology	Key Assumptions
Customer relationships	$	217.0	9.0 years	Multi-period excess earnings	Discount rate, customer attrition rates
Trade names		65.1	12.6 years	Relief-from-royalty	Royalty rate, discount rate
Technology-related		28.3	5.0 years	Relief-from-royalty	Royalty rate, discount rate, obsolescence factor
Other		20.0	2.1 years	Multi-period excess earnings	Discount rate

The purchase price, net of cash acquired, was allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with the excess purchase price of $260.3 million recorded as goodwill, all of which was allocated to the Vocational segment. The goodwill is primarily the result of expected synergies, including combining the highly engineered products of AeroTech with the Company's portfolio and technology ecosystem, new product innovations and operational synergies. The Company estimates that the majority of the goodwill is deductible for income tax purposes. Amortization expense of purchased intangible assets is primarily recognized on a straight-line basis.

Due to the timing of the acquisition and the nature of the net assets acquired, the purchase price allocations are preliminary at December 31, 2023 and may be subsequently adjusted to reflect the finalization of appraisals and other valuation studies, as well as resolution of customary post-closing adjustments. The Company made certain measurement period adjustments in the fourth quarter of 2023 as a result of appraisals and valuation studies, the most significant of which resulted in an increase in purchased intangible assets of $89.0 million, an increase in property, plant and equipment of $14.0 million and a decrease in goodwill of $103.1 million. The Company recorded $12.9 million of transaction costs related to the acquisition in 2023 in selling, general and administrative expense in the Company’s Consolidated Statements of Income.

The following table presents the supplemental consolidated results of the Company for 2023 and 2022 on an unaudited pro forma basis as if the acquisition of AeroTech had been completed on January 1, 2022 (in millions). The primary adjustments reflected in the unaudited pro forma information related to (1) increase in interest expense for debt used to fund the acquisition and lower interest income due to less cash on hand available to be invested, (2) changes related to purchase accounting primarily related to amortization of purchased intangible assets recorded in conjunction with the acquisition and amortization of the inventory fair value step-up recorded as of the acquisition date, and (3) removal of transaction costs related to the acquisition from 2023 (and included in 2022). Adjustments to net income have been reflected net of income tax effects. The unaudited pro forma information does not include any anticipated cost savings or other effects of future integration efforts and does not purport to be indicative of results that actually would have been achieved if the operations were combined during the periods presented and is not intended to be a projection. The unaudited pro forma financial information does not reflect any potential cost savings, operating efficiencies, debt pay down, financial synergies or other strategic benefits as a result of the acquisition or any restructuring costs to achieve those benefits.


	Year Ended December 31,
	2023		2022
Net sales	$	10,002.4	$	8,858.4
Net income	$	592.5	$	143.5

On January 31, 2023, the Company acquired Hinowa S.p.A. (Hinowa), an Italian manufacturer of compact crawler booms and tracked equipment, for €171.8 million ($186.8 million), net of cash acquired. Hinowa is part of the Access segment.

The results of Hinowa have been included in the Company’s Consolidated Statements of Income from the date of acquisition. Hinowa had sales of $72.7 million and operating income of $5.9 million from the acquisition date to December 31, 2023. Pro forma results of operations have not been presented as the effect of the acquisition is not material to any periods presented.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition (in millions):


Assets Acquired:
Cash and cash equivalents	$	13.7

Current assets, excluding cash and cash equivalents	$	54.7
Property, plant and equipment		15.5
Goodwill		107.0
Purchased intangible assets		83.9
Other long-term assets		4.8
Total assets, excluding cash and cash equivalents	$	265.9

Liabilities Assumed:
Current liabilities	$	48.3
Deferred income taxes		25.6
Long-term liabilities		5.2
Total liabilities	$	79.1
Net assets acquired	$	186.8

The valuation of intangible assets consists of the following assets subject to amortization (in millions, except weighted average useful life):


	Fair Value		Weighted- Average Useful Life	Valuation Methodology	Key Assumptions
Technology-related	$	32.1	8.0 years	Relief-from-royalty	Royalty rate, discount rate, obsolescence factor
Trade name		26.4	15.0 years	Relief-from-royalty	Royalty rate, discount rate
Customer relationships		25.4	8.0 years	Multi-period excess earnings	Discount rate, customer attrition rates

The purchase price, net of cash acquired, was allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with the excess purchase price of $107.0 million recorded as goodwill, representing expected synergies, all of which was allocated to the Access segment. None of the goodwill is deductible for income tax purposes. Amortization expense of purchased intangible assets is primarily recognized on a straight-line basis. The Company recorded $0.6 million of transaction costs related to the acquisition in 2023 in selling, general and administrative expense in the Company’s Consolidated Statements of Income.

On March 1, 2023, the Company completed the sale of its rear discharge concrete mixer business for $32.9 million. As the sale price was below the carrying value of the business, a pre-tax loss of $13.3 million was recognized during the first quarter of 2023, which is included in selling, general and administrative expense in the Company’s Consolidated Statements of Income. The rear discharge concrete mixer business, which was included in the Vocational segment, had sales of $179.5 million in 2022.

On July 24, 2023, the Company completed the sale of its snow removal apparatus business for $17.1 million. As the sale price was greater than the carrying value of the business, a pre-tax gain of $8.0 million was recognized during the third quarter of 2023, which is included in selling, general and administrative expense in the Company’s Consolidated Statements of Income. The snow removal apparatus business, which was included in the Defense segment, had sales of $15.3 million in 2022.