AGCO Annual Report 2021 | Quarterlytics

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FY2021 Annual Report · AGCO

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2021 Annual Report

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AnA nual Report on Form 10-KKK

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Passion for
our farmers
is at the
heart of
everything
we do.

DEAR FELLOW SHAREHOLDERS, EMPLOYEES, CUSTOMERS, AND PARTNERS,

“Farmers are uniquely
positioned to help tackle
both global hunger and
climate change concerns.”

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Eric P. Hansotia
Chairman, President, and
Chief Executive Officer

At AGCO, we are on a mission to help them
do just that, and we are making meaningful
progress.

T en years ago,

the World Wildlife
Foundation
estimated that

farmers would need to
produce more food in the
next four decades than they
had in the last 8,000 years
of agriculture combined to
feed our growing population.
By their count, we have thirty
years left to help farmers
maximize their productivity
and help sustain humanity.

Addressing this immense
challenge is at the core of our
purpose as an organization:
Farmer-focused solutions to
sustainably feed our world.
We are rapidly innovating the
solutions farmers need to
maximize their productivity
while minimizing — and
countering — environmental
impacts. Farmers are uniquely
positioned to help tackle both
global hunger and climate
change concerns. At AGCO,
we are on a mission to help
them do just that, and we are
making meaningful progress.

2021 Performance
Our focus throughout the
COVID-19 pandemic has been
two-fold — keep employees

healthy and safe and keep our
factories running to enable
farmers to serve the global
food supply.

Supply sources were

impacted by COVID-19
disruptions, capacity
constraints and transportation
delays. Our supply chain team
worked around the clock
to creatively address those
challenges and contribute to
our record year.

AGCO delivered record
results in 2021 supported by
demand to replace an aging
fleet and increased commodity
prices that benefitted farmers.
During 2021, AGCO reported
net sales of approximately
$11.1 billion, an increase
of approximately 21.7%
compared to 2020. Adjusted
operating margins expanded
over 210 basis points to
9.1%, due to higher sales and
production levels as well as
favorable pricing that helped
to offset significant inflationary
pressures. Reported net
income per share was $11.85
and adjusted net income per
share was $10.38, an increase
of approximately 85% from
2020. Free cash flow was
approximately $390.4 million,

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Financial Highlights

(In millions, except for share amounts)

Net Sales

$9,041

$9,150,

$11,138

2019

2020

2021

Adjusted Operating Income*

$1,017

$639

$534

2019

2020

2021

Adjusted Earnings Per Share*

$10.38

$5.61

$4.44

2019

2020

2021

Free Cash Flow*

$627

$423

$390

2019

2020

2021

*See reconciliations of non-GAAP measures on p4.

“Our strategy is designed
to respond to what farmers
most want and need.”

as compared to $626.6 million
in 2020, due to the additional
working capital requirements
caused by the supply chain
disruptions. These results,
combined with our team’s
focused execution, allowed us
to strengthen our investments
in the smart, sustainable
solutions that farmers require.
AGCO’s record results and
strong balance sheet also
enabled the return of almost
$500 million to shareholders
in 2021 in the form of
quarterly dividends, a special
variable dividend, and share
repurchases.

Farmer-First Strategy
Grounded in our purpose,
our new farmer-first strategy
brings our vision of being
farmers’ most trusted
partner for industry-leading
smart farming solutions to
life. Introduced to our key
stakeholders throughout 2021,
our strategy is designed to
respond to what farmers most
want and need: satisfying
and seamless interactions
with AGCO and our dealer
partners, and high quality,
smart solutions that deliver
agronomic and economic
value to their operations.

Delivering the exceptional

brand experiences farmers
want starts by actively
seeking and responding
to their feedback. Our
new customer experience
organization initiated a global
Net Promoter Score approach
to improve the consistency
and frequency of customer
feedback. This new framework
focuses our organization on
making meaningful changes
to the customer experience.

Delivering the high quality,
smart solutions farmers need
to maximize productivity
and minimize environmental
impact starts with deep
understanding of farmers’
pain points and the agronomic
challenges they experience. In
addition to ongoing customer
interactions in the field, we
initiated a series of customer
panels in 2021 to directly
connect our leaders with
farmers in each region.

Farmers have an essential

role to play in addressing
ongoing food security and
the effects of climate change.
Their adoption of sustainable
farming practices and smart
farming solutions are key to
meeting these challenges.
Our smart solutions help
farmers maximize yield
and minimize their inputs,
while practices such as
no-till farming help farmers
sequester carbon in the soil.
In 2021, our precision
agriculture sales grew to
approximately $540 million,
which was a 34% increase
over the prior year. With
the launch of 23 precision
agriculture products in 2021
and further innovation from
our Precision Planting retrofit
offering, our technology-
supported products are
driving meaningful growth.
Supported by an increase
of over $60 million in
research and development
investments compared to
2020, we accelerated our
innovation and investment
progress in smart solutions
throughout 2021. We acquired
Headsight, which brings
smart solutions to harvesting;
Faromatics, which leverages

Members of the Precision
Planting team confirm the
smart farming products on
the planter have optimally
placed every seed.

artificial intelligence and
robotics to monitor poultry
health; and Creative Sites
Media, a software and app
development company.
We also announced our
agreement to acquire
Appareo, which develops
software and hardware
technologies that enhance
user experience and maximize
productivity. In addition,
we announced investments
in Greeneye Technology,
an innovator in precision
spraying, and Apex.AI, a
developer of safety-certified
software for mobility and
autonomous applications.
These new capabilities will
enhance our development
of industry-leading smart
farming solutions. Increasing
the automation of our
products’ features will help
farmers improve and sustain
their operations. Automating
complicated tasks now
provides immediate value to
farmers and is an important
step to delivering fully
autonomous machines in
the future.

Decarbonizing our
operations and products is
another way AGCO — and
farmers — can positively
impact climate change. We
have converted 40% of our
operations to renewable
energy sources, with a goal to
reach 60% or more by 2025.
We are also actively working
to reduce the emissions
of our products to support
farmers’ achievement of their
sustainability goals, through
cleaner engines and our
investments and research into
electrification and alternative
fuel power sources.

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Ongoing Commitment to
Good Governance
We have continued to evolve
the composition of our Board
of Directors to align the
expertise of our directors with
our strategic priorities. We
welcomed three new directors
to our Board in 2021. Bob
De Lange, Group President,
Services, Distribution and
Digital, at Caterpillar Inc.,
brings extensive digitalization
and global distribution
experience to our Board.
Matthew Tsien, retired
Executive Vice President
and Chief Technology
Officer at General Motors,
adds important technology
and product development
expertise to our Board. Niels
Pörksen, Chief Executive
Officer at Südzucker AG,
brings European and global
agriculture industry expertise
to our Board. We also recently
named David Sagehorn,
retired Executive Vice
President and Chief Financial
Officer at Oshkosh Corporation,
to our Board. We look forward
to leveraging his financial
expertise and experience

associated with technology-
rich vehicles. Our ongoing
Board refreshment program
reflects shareholder feedback
and is designed to enhance
shareholder value.

Making an Impact
This past year marked my
first year as CEO of AGCO
and the first year of our
farmer-first strategy. I am
proud of what the AGCO team
achieved together in 2021,
and our results show that we
are on the right path. Farmers
need us to rapidly innovate
to help them address global
food security and climate
change. Our AGCO team is
up for the challenge.

Together, we are advancing

the future of AGCO and
agriculture. Thank you for your
ongoing trust and partnership.

Sincerely,

Eric Hansotia
Eric Hansotia
Chairman, President and
Chief Executive Officer

Reconciliation of Non-GAAP Measures (In millions, except per share amounts)

As reported

Impairment charges

Restructuring expenses

Gain on sale of investment in affiliate

Deferred income tax adjustment

Swiss tax reform

As adjusted

2021

2020

2019

Income from
Operations

Net
Income⁽¹⁾

Net Income
per Share⁽¹⁾

Income from
Operations

Net
Income⁽¹⁾⁽²⁾

Net Income
per Share⁽¹⁾

Income from
Operations

Net
Income⁽¹⁾⁽²⁾

Net Income
per Share⁽¹⁾⁽²⁾

$ 1,001.4

897.0

11.85

599.7

427.1

5.65

348.1

125.2

1.63

–

15.3

–

11.8

–

0.16

–

(123.4)

(1.63)

–

20.0

19.7

–

10.0

19.5

(32.5)

–

0.13

0.26

(0.43)

–

176.6

9.0

–

176.6

8.3

–

53.7

(21.8)

2.29

0.11

–

0.70

(0.28)

$ 1,016.7

785.4

10.38

639.4

424.2

5.61

533.7

341.9

4.44

(1) Net income and net income per share amounts are after tax.
(2) Rounding may impact summation of amounts.

2021

2020

2019

Net cash provided by operating activities

660.2

896.5

695.9

Less: capital expenditures

(269.8)

(269.9)

(273.4)

Free cash flow

390.4

626.6

422.5

FORWARD-LOOKING STATEMENTS

This annual report includes forward-
looking statements, including
the statements in the Chairman’s
Message and other statements in
this report regarding market demand,
strategic initiatives, commitments and
their effects, and general economic
conditions. These statements are
subject to risks that could cause
actual results to differ materially from
those suggested by the statements,
including:

Our financial results depend
entirely upon the agricultural industry,
and factors that adversely affect
the agricultural industry generally,
including declines in the general
economy, adverse weather, increases
in farm input costs, and lower
commodity prices, will adversely
affect us. In addition, it is unclear at
this point what the impact upon us
will be from the recent significant
increases in energy costs. We face
significant competition, and if we
are unable to compete successfully
against other agricultural equipment
manufacturers, we would lose
our customers and our net sales
would decline.

Our success depends on the
introduction of new products, which
requires substantial expenditures
and may not be well-received in
the marketplace. In addition, if we
are unable to deliver precision
agriculture and high-tech solutions
to our customers, it could materially
adversely affect our performance.

Most of our sales depend on the
retail customers obtaining financing,

and any disruption in their ability to
obtain financing, whether due to
economic downturns or otherwise,
will result in the sale of fewer
products by us.

A majority of the retail sales of
our products is financed by our retail
finance joint ventures with Rabobank,
and any interruption or decrease
on Rabobank’s part in funding the
venture would adversely impact
net sales.

We depend on suppliers for raw

materials, components, and parts
for our products, and any failure by
our suppliers to provide products
as needed, whether due to the
coronavirus or otherwise, or by us
to promptly address supplier issues,
will adversely impact our ability to
timely and efficiently manufacture
and sell products. Recently we have
experienced significant supply chain
issues with respect to a wide range of
parts and components with a portion
arising from the global semiconductor
shortage. We may continue to face
supplier bottlenecks and delays
in all regions, as well as continued
challenges with freight logistics, and
we continue to work to mitigate the
impact of these issues in order to
meet end-market demand.

A majority of our sales and
manufacturing take place outside
the United States, and many of
our sales involve products that are
manufactured in one country and sold
in a different country, and, as a result,
we are exposed to risks related to
foreign laws, taxes and tariffs, trade

restrictions, economic conditions,
labor supply and relations, political
conditions and governmental policies.
These risks may delay or reduce

our realization of value from our
international operations. Among
these risks are the uncertain
consequences of Brexit, Russia’s
invasion of Ukraine and tariffs
imposed on exports to and imports
from China. In particular, we sell a
meaningful quantity of products in
Ukraine (which is a significant grain
producer) and also are a party to a
joint venture in Russia, and while it
is clear that the Russian invasion of
Ukraine will impact our business,
the extent of that impact currently
is unclear.

Volatility with respect to currency

exchange rates and interest rates
can adversely affect our reported
results of operations and the
competitiveness of our products.
We are subject to extensive
environmental laws and regulations,
and our compliance with, or our
failure to comply with, existing or
future laws and regulations could
delay production of our products
or otherwise adversely affect
our business.

We are subject to raw material

price fluctuations, which can
adversely affect our manufacturing
costs.

We disclaim any obligation to
update forward-looking statements
except as required by law.

p#_graphictitle

2022 Proxy Statement and
Notice of Annual Meeting
of Stockholders

Notice of Annual Meeting of
Stockholders

TIME AND DATE
9:00 a.m., Eastern Time, on Thursday, April 28, 2022

PLACE
AGCO Corporation, 4205 River Green Parkway, Duluth,
Georgia 30096

RECORD DATE
Only stockholders of record as of the close of business
on March 18, 2022 are entitled to notice of and to vote
at the Annual Meeting or any postponement or
adjournment thereof. Attendance at the Annual Meeting
is limited to stockholders of record at the close of
business on March 18, 2022, and to any invitees of the
Company.

INSPECTION OF LIST OF STOCKHOLDERS OF
RECORD
A list of stockholders as of the close of business on
March 18, 2022 will be available for examination by any
stockholder at the Annual Meeting itself as well as for a
period of ten days prior to the Annual Meeting at our
offices at the above address during normal business
hours.

ITEMS OF BUSINESS:

1. To elect ten directors to the Board of Directors for terms expiring at the Annual Meeting in 2023;

2. To consider a non-binding advisory r

r esolution to approve the compensation of the Company’s named executive officers;

3. To ratify t

ff he appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022; and

4. To transact any other business that may properly be brought before the meeting.

We urge you to mark and execute your proxy card and return it promptly in the enclosed envelope or vote by telephone or
electronically. In the event you are able to attend the meeting, you may revoke your proxy and vote your shares in person.

We intend to hold our annual meeting in person. However, we are actively monitoring the COVID-19 pandemic, and we are sensitive
to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may
impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements
for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please
monitor our annual meeting website at www.envisionreports.c
/
om/AGCO
meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the
annual meeting.

for updated information. If you are planning to attend our

By Order of the Board of Directors

ROGER N. BATKIN
Corporate Secretary

Atlanta, Georgia
March 28, 2022

2022 Proxy Statement

Summary

This summary highlights information contained elsewhere in this proxy statement. Since this summary does not contain all
of that information, we encourage you to read the entire proxy statement before voting.

ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE

PLACE

9:00 a.m., Eastern Time, on Thursday,
April 28, 2022

AGCO Corporation, 4205 River Green Parkway,
Duluth, Georgia 30096

RECORD DATE

March 18, 2022

VOTING

Stockholders as of the record date are entitled to
vote. Each share of common stock is entitled to
one vote for each director nominee and one vote
for each of the proposals to be voted on.

VOTING RECOMMENDATIONS

Proposal

Election of directors

Board Vote Recommendation

FOR EACH NOMINEE

Advisory vote on executive compensation

Ratification of the selection of KPMG LLP

FOR

AGCO Corp.

DIRECTOR NOMINEES

The following table provides summary information about each nominee. Directors are elected annually. AGCO has majorit
y
voting in uncontested elections of directors, such as this election. In the event that a nominee does not receive the
affirmative vote of a majority of the votes cast in person or by proxy, he or she is required to tender his or her resignation.

SUMMARY

Name

Director
Since

Age

Brief Biography

Michael C. Arnold 65

2013

Lead Director of AGCO Corporation,
Former President and CEO,
Ryerson Inc.

Sondra L. Barbour 59

2019

Former Executive Vice President,
Lockheed Martinrr

Corporation

Suzanne P. Clark

2017

Chief Executive Officer,
U.S. Chamber of Commerce

Bob De Lange

2021

Group President, Servicrr
and Digital,
Caterpillar Inc.

es, Distribution

Committee Membership

Independent EC AC TC

FC GC

Eric P. Hansotia

2020

Chairman, President and CEO,
AGCO Corporation

George E. Minnich 72

2008

Former Senior Vice President and CFO,
ITT Corporation

Niels Pörksen

2021 Chief Executive Officer, Südzucker AG

David Sagehorn

2022

Former Executive Vice President and
CFO, Oshkosh Corporation

Mallika Srinivasan 62

2011

Matthew Tsien

2021

Chairman and Managing Director,
Tractors and Farm Equipment Limited
(India)

Former Executive Vice President and
Chief Technology Officff er, General
Motors, and Former President of General
Motors Ventures

EC Executive Committee

Talent and Compensation
Committee

AC Audit Committee

FC Finance Committee

GC Governance Committee

DIVERSITY OF NOMINEES(1)

BOARD TENURE OF NOMINEES(1)

l Chair

l Member

27%

18%

82%

73%

Gender
Ethnic

(1) As of March 18, 2022.

< 4 years

4-8 years

> 8 years

2022 Proxy Statement

SUMMARY

GOVERNANCE UPDATE

Commencing in 2020, we have continued to focus significant attention on a systematic and comprehensive review of
our governance practices. Changes to-date include:

• Adoption of a five-year term limit for chairs of our Audit, Governance and Talent and Compensation Committees;

• A general refresh of committee assignments in order to bring fresh perspective;

• A strengthening of our Lead Director Duties;

• Adoption of a five-year term limit for our Lead Director;

• An increase in the share ownership requirements for our directors and CEO;

• Continuation of our board refresh process, with the addition of five new independent members within the last three

years; including four since the beginning of 2021; and

• A tightening of our hedging and pledging policy.

The Governance Committee will continue to review and update our governance practices to serve the best interests of all of
our shareholders.

EXECUTIVE COMPENSATION ADVISORY VOTE

We are asking stockholders to approve on an advisory br

asis our named executive officer compensation.

Commencing in 2020, in response to shareholder feedback, the Talent and Compensation Committee implemented
significant changes to the performance-based aspects of our executive compensation. These followed a number of other
changes made in 2020, including:

• Changing the Chair of the Talent and Compensation Committee;

• Engaging a new independent compensation consultant;

• Significantly modifying

executive retirement benefits; and

• Refreshing the peer group of companies used for comparative purposes.

In addition, our proxy statements include enhanced disclosure with respect to executive compensation related to 2020 and
2021.

For more information on the Company’s executive compensation programs, please see “Proposal 2 — Non-Binding
Advisory Resolution to Approve the Compensation of the Company’s NEOs” and “Compensation Discussion and Analysis”
in this proxy statement.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As a matter of good corporate governance, we are asking our stockholders to ratify the selection of KPMG LLP as our
independent registered public accounting firm for 2022. The Audit Committee has appointed KPMG LLP as the Company’s
independent registered public accounting firm for 2022. KPMG LLP served as the Company’s independent registered public
accounting firm for 2021 and is considered to be well-qualified. The Company’s Audit Committee considered a number of
factors when selecting KPMG LLP, including qualifications, staffing considerations, and independence and quality controls.

Set forthr

below is summary i

rr nformation with respect to KPMG LLP’s fees for services provided in 2021 and 2020.

Type of Fees

Audit Fees

Audit-Related Fees

Tax Fees

Other Fees

Total

AGCO Corp.

2021

2020

(in thousands)

7,211 $

6,831

—

7,252 $

6,896

Table of Contents

Information Regarding the Annual Meeting

Proposal 1 Election of Directors

Board of Directors and Corporate Governance

Proposal 2 Non-Binding Advisory Resolution to Approve the Compensation of the Company’s NEOs

Proposal 3 Ratification of Company’s Independent Registered Public Accounting Firm for 2022

Other Business

Principal Holders of Common Stock

Executive Officers

Letter from our Talent and Compensation Committee

Compensation Discussion and Analysis

Summary of 2021 Compensation

2021 Summary Compensation Table

2021 Grants of Plan-Based Awards

Outstanding Equity Awards at Year-End 2021

SSAR Exercises and Stock Vested in 2021

Pension Benefits

2021 Pension Benefits Table

Other Potential Post-Employment Payments

2021 CEO Pay Ratio
Talent and Compensation Committee Report

Audit Committee Report

Certain Relationships and Related Party Transactions

Annual Report to Stockholders

Annual Report on Form 10-K

Independent Registered Public Accounting Firm

Stockholders’ Proposals

Reconciliation of Non-GAAP Measures

63
64

2022 Proxy Statement

Information Regarding the
Annual Meeting

INFORMATION REGARDING PROXIES

This proxy solicitation is made by the Board of Directors of AGCO Corporation, which has its principal executive offices at
4205 River Green Parkway, Duluth, Georgia 30096. By signing and returning the enclosed proxy card, you authorize the
persons named as proxies on the proxy card to represent you at the meeting and vote your shares.

If you attend the meeting, you may vote by ballot. If you do not attend the meeting, your shares can be voted only when
represented by a proxy either pursuant to the enclosed proxy card or otherwise. You also may vote over the telephone or
electronically via the internet as described on the proxy card provided to you. You may indicate a vote on the enclosed
proxy card in connection with any of the listed proposals, and your shares will be voted accordingly. If you indicate a
preference to abstain from voting, no vote will be cast. You may revoke your proxy card before balloting begins by notifying
the Corporate Secretary in writing at 4205 River Green Parkway, Duluth, Georgia 30096. In addition, you may revoke your
proxy card before it is voted by signing and delivering prior to the voting a proxy card bearing a later date or by attending the
meeting and voting in person. If you return a signed proxy card that does not indicate your voting preferences, the persons
named as proxies on the proxy card will vote your shares (i) in favor of all of the ten director nominees described below;
(ii) in favor of the non-binding advisory r
(“NEOs”); (iii) in favor of ratification of the appointment of KPMG LLP as the Company’s independent registered public
accounting firm for 2022; and (iv) in their best judgment with respect to any other business brought before the Annual
Meeting.

rr esolution to approve the compensation of the Company’s Named Executive Officers

The enclosed proxy card is solicited by the Board, and the cost of solicitation of proxy cards will be borne by the Company.
The Company may retain an outside firm to aid in the solicitation of proxy cards, the cost of which the Company expects
would not exceed $25,000. Proxy solicitation also may be made personally or by telephone by directors, officff ers or
employees of the Company, without added compensation. The Company will reimburse brokers, custodians and nominees
for their customary expenses in forwarding proxy material to beneficial owners.

This proxy statement and the enclosed proxy card are first being sent to stockholders on or about March 28, 2022.
The Company’s 2021 Annual Report or
forthrr

n Form 10-K is also enclosed and should be read in conjunction with the matters set

herein.

INFORMATION REGARDING VOTING

Only stockholders of record as of the close of business on March 18, 2022, are entitled to notice of and to vote at the
Annual Meeting. On March 18, 2022, the Company had outstanding 74,541,513 shares of common stock, each of which
is entitled to one vote on each matter coming before the meeting. No cumulative voting rights exist, and dissenters’ rights
for stockholders are not applicable to the matters being proposed. For directions to the offices of the Company where the
Annual Meeting will be held, you may contact our corporate office at (770) 813-9200.

QUORUM REQUIREMENT

A quorum of the Company’s stockholders is necessary to hold a valid meeting. The Company’s By-Laws
quorum is present if a majority of the outstanding shares of common stock of the Company entitled to vote at the meeting
are present in person or represented by proxy. Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspector of elections appointed for the meeting, who will also determine whether a quorum is present for the
transaction of business. Abstentions and “broker non-votes” will be treated as shares that are present and entitled to vote
for purposes of determining whether a quorum is present. A broker non-vote occurs on an item when a broker or other
nominee is not permitted to vote on that item without instruction from the beneficial owner of the shares and the beneficial
owner did not give instruction.

provide that a

AGCO Corp.

INFORMATION REGARDING THE ANNUAL MEETING

VOTE NECESSARY FOR THE ELECTION OF DIRECTORS

Directors are elected by a majority of the votes cast in person or by proxy at the Annual Meeting. See “Proposal 1 —
Election of Directors” in this proxy statement for a more detailed description of the majority voting procedures in our
By-Laws.

Under the New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name, your broker is not
permitted to vote your shares with respect to the election of directors if your broker does not receive voting instructions
from you. Abstentions and broker non-votes will not affect the election outcome.

VOTE NECESSARY TO ADOPT THE NON-BINDING ADVISORY
RESOLUTION TO APPROVE THE COMPENSATION OF THE
COMPANY’S NEOs

Adoption of the non-binding advisory r
affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Because the stockholder vote
on this proposal is advisory or
Compensation Committee will review the voting results and take them into consideration when making future decisions
regarding executive compensation as the Talent and Compensation Committee deems appropriate.

nly, it will not be binding on the Company or the Board. However, the Talent and

rr esolution to approve the compensation of the Company’s NEOs requires the

Under the NYSE rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares with
respect to the non-binding advisory resolution to approve the compensation of the Company’s NEOs if your broker does not
receive voting instructions from you. Abstentions and broker non-votes will not affecff

t the vote on this proposal.

VOTE NECESSARY TO RATIFY THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022
requires the affirff mative vote of a majority of the votes cast in person or by proxy at the Annual Meeting.

Under the NYSE rules, if your broker holds your shares in its name, your broker is permitted to vote your shares with
respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting
firm for 2022 even if your broker does not receive voting instructions from you. Abstentions and broker non-votes will not
affect the vote on this proposal.

OTHER MATTERS

With respect to any other matter that may properly come before the Annual Meeting for stockholder consideration, a matter
generally will be approved by the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting
unless the question is one upon which a different vote is required by express provision of the laws of Delaware, federal
law, the Company’s Certificate of Incorporation or the Company’s By-Lyy aws or, to the extent permitted by the laws of
Delaware, the Board has expressly provided that some other vote shall be required, in which case such express provisions
shall govern.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS

As required by rules adopted by the United Stated Securities and Exchange Commission, the Company is making this proxy
statement and its annual report available to stockholders electronically via the Internet. The proxy statement and annual
report trr o stockholders are available at www.agcocorp.com
Filings” in our website’s “Investors” section located under “Company,” and the annual report to stockholders is available
under the heading “Annual Reports” in our “Investors” section.

. The proxy statement is available under the heading “SEC

We intend to hold our annual meeting in person. However, we are actively monitoring the COVID-19 pandemic, and
we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal,
state and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in
person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include
holding the meeting solely by means of remote communication. Please monitor our annual meeting website at
www.envisionreports.com/AGCO
p
website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the
annual meeting.

for updated information. If you are planning to attend our meeting, please check the

2022 Proxy Statement

PROPOSAL

ELECTION OF DIRECTORS

The Board recommends a vote “FOR” the nominees

The Company’s By-Laws provide for a “majority voting” standard for the election of directors in uncontested elections. If an
incumbent director does not receive the requisite majority vote, he or she would continue as a “carry or
ver” director, but is
required to tender his or her resignation. In that event, the Governance Committee will determine whether to accept the
director’s resignation and will submit its recommendation to the Board. In deciding whether to accept a director’s
also
yy
resignation, our Governance Committee and the Board may consider any factors that they deem relevant. Our By-Laws
provide that the director whose resignation is under consideration will abstain from the deliberation process with respect to
his or her resignation.
In the event that a stockholder proposes a nominee to stand for election with nominees selected by the Board, and the
stockholder does not withdraw the nomination prior to the tenth day preceding our mailing the notice of the stockholders
meeting (i.e., a “contested election“), then our By-Laws
For this year’s Annual Meeting, the Governance Committee has recommended, and the Board has nominated, the ten
individuals named below to serverr
as directors until the Annual Meeting in 2023 or until their successors have been duly
elected and qualified. The following is a brief description of the business experience, qualifications and skills of each of
the nominees:

provide that directors will be elected by a plurality vote.

MICHAEL C.
ARNOLD

Age: 65

Director since October 2013
Lead Director since January
2021

• Former President and Chief Executive Officer of

Ryerson Inc.

• Various senior management positions with The Timken

Company from 1979 to 2010 including Executive
Vice President; President, Bearings and Power
Transmission Group; President, Industrial Group; Vice
President, Bearings and Business Process
Advancement; Director, Bearings and Business
Process Advancement; Director, Manufacturing and
Technology, Europe, Africa and West Asia (Europe)
• Member of the Board of Directors of Kaiser Aluminum
Corporation where he serves on the Compensation
Committee

• Former member of the Board of Directors of Gardner

Denver, Inc.

SONDRA L.
BARBOUR

Age: 59

Director since April 2019

• Former Executive Vice President, Leidos Holdings, Inc.

from August 2016 to January 2017

• Former Executive Vice President, Information Systems
& Global Solutions, Lockheed Martin Corporation from
April 2013 to August 2016

• Various leadership positions at Lockheed Martin
Corporation from 1986 to 2013, including Chief
Information Officff er, Vice President of Corporate
Internal Audit, Business Area Chief Information Officer
and Vice President of Operations

• Member of the Board of Directors of Nisource, Inc.
• Member of the Board of Directors of Perspecta Inc.,
on the Audit and Nominating and

where she servesrr
Corporate Governance Committees

• Former member of the Board of Directors of 3M

Company

• Member of the Fox School of Business Management

Information Systems Advisory Board

Qualifications and Skills:
As CEO of Ryerson, Mr. Arnold led the transformation of
the business under private equity ownership into a
leader in its industry, and then through its successful
initial public offering in 2014. At Ryerson and previously
Timken, Mr. Arnold was a supplier to the agricultural
industry, and at both developed extensive
manufacturing and distribution expertise.
independent director at Gardner Denver, he had an
integral role in the sale of Gardner Denver to KKR.
Mr. Arnold brings public company board and
management, M&A, capital allocation, manufacturing,
supply chain, strategy and technology expertise to the
Board. In addition, Mr. Arnold has significant
international experience, having been responsible for
global businesses with facilities worldwide.

As an

AGCO Corp.

retiring

Qualifications and Skills:
During her 30-year career with Lockheed Martin,
as Executive Vice President of Information Systems &
Global Solutions, Ms. Barbour oversaw one of the
largest and most sophisticated information technology
functions in the world, involving not just the routine IT
functions of a 110,000+ employee business, but also
supporting the design and manufacturing of fighter jets
and other complex defense hardware and the provision
of a broad range of technical, scientific, logistics,
system integration and cybersecurity servicrr
customers. She also managed Lockheed’s internal
audit function. Ms. Barbour brings to the Board
substantial information technology, internal control and
international experience.

es to

SUZANNE P.
CLARK

Age: 54

Director since April 2017

PROPOSAL 1 ELECTION OF DIRECTORS

BOB De LANGE

Age: 52

Director since January 2021

• Chief Executive Officer of the U.S. Chamber of

• Group President, Servicrr

es, Distribution and Digital of

Commerce since March 2021

• President of the U.S. Chamber of Commerce since

June 2019

• Former Senior Executive Vice President and former
Chief Operating Officer of the U.S. Chamber of
Commerce

• Led a prominent financial information boutique -

Potomac Research Group (PRG) from 2010 through
September 2014

• Formerly with the Atlantic Media Company as President
of the National Journal Group, a premier provider of
information, news and analysis for Washington’s policy
and political communities

• Member of the Board of So Others Might Eat, a

Washington, D.C. support srr

ystem for the homeless

• Former President of International Women’s Forum

(Washington Chapter), a global group of leading women
in business, law, government, technology and the arts

• Member of the Board of Directors and Audit Committee

of TransUnion

Qualifications and Skills:
As Chief Executive Officer of the U.S. Chamber of
Commerce, Ms. Clark has unequaled insight into
nd commerce as well as the
American industry ar
international interests of the Chamber’s 300,000
members. Ms. Clark brings to the Board the ability to
provide real-time guidance on many of the critical
issues being considered in Washington and elsewhere,
which could affect AGCO’s strategy and operations
including sustainability, government regulation and
trade and commerce.

Caterpillar Inc., responsible for management of the
Caterpillar brand and distribution network.

• Various leadership positions since joining Caterpillar

Inc. in 1993, including Group President of Construction
Industries, Vice President, Excavation Division, and
Worldwide Product Manager, Earthmoving Division.

Qualifications and Skills:
As a senior executive at Caterpillar, Mr. De Lange has
unique experience from working at an international
business that bears many similarities to AGCO in the
issues that it faces as a result of its manufacture and
distribution of highly-engineer
ed equipment through a
global manufacturing base and a broad network of
distributors. Mr. De Lange brings to the Board direct
experience and expertise in digitalization and the
development of dealer capability against a background
of the product design, supply chain, manufacturing and
distribution issues experienced by AGCO. Mr. De
Lange’s global experience includes world-wide product
management responsibilities with significant work
assignments in Europe and Asia.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

ERIC P. HANSOTIA

Age: 53

GEORGE E.
MINNICH

Director since October 2020

Age: 72

Director since January 2008

• Chairman, President and Chief Executive Officer since

January 1rr

, 2021

• Former Senior Vice President and Chief Financial
Officer of ITT Corporation from 2005 to 2007

• Senior Vice President — Chief Operating Officff er of

• Several senior finance positions at United

Technologies Corporation, including Vice President and
Chief Financial Officer of Otis Elevator from 2001 to
2005 and Vice President and Chief Financial Officff er of
Carrier Corporation from 1996 to 2001

• Various positions within Price Waterhouse (now

PricewaterhouseCoopers LLP) from 1971 to 1993,
serving as an audit partner

from 1984 to 1993

• Member of the Boards of Directors and Audit

Committees of Belden Inc. and Kaman Corporation and
Chair of the Audit Committee for Belden Inc.

e as the Chief Financial Officer of a

Qualifications and Skills:
Through his servicrr
leading corporation and a former audit partner,
Mr. Minnich has broad experience in a range of
important issues that face every public company,
including capital structure and allocation, accounting,
internal control environment and risk management.
Mr. Minnich also has had substantial experience on the
audit committees of three publicly-traded companies,
having chaired two of them. Mr. Minnich brings to the
Board expertiserr
different critical functions.

that enables the Board to fulfill several

AGCO from January 2019 to December 2020; Senior
Vice President, Global Crop Cycle and Fuse Connected
Services, from 2015 to January 2rr
019; and Senior Vice
President, Global Harvesting and Advanced Technology
Solutions, from 2013 to 2015.

• Prior to joining AGCO, Mr. Hansotia held several

positions within John Deere including Senior Vice
President, Global Harvesting, from 2012 to 2013, and
Vice President, Global Crop Care based in Mannheim,
Germany from 2009 to 2012. Prior positions with John
Deere included General Manager, Harvester Works
from 2005 to 2009; Vice President, Global Forestry
from 2004 to 2005; and various roles at John Deere
from 1993 to 2004.

• Member of the Board of Directors of Toro Co.

including working in Europe,

Qualifications and Skills:
With almost 30 years of experience in the agricultural
equipment industry,rr
Mr. Hansotia has direct and extensive experience in
almost every aspect of our business and has broad
industry knowledge in order to be able to address the
needs of farmers throughout the world. Mr. Hansotia
has extensive experience in the agricultural equipment
industry in the areas of engineering, quality, advanced
technology, manufacturing and product management.
More recently, he has led AGCO’s growing focus on
precision agriculture, which we view as critical to the
success of our farmers and the long-term sustainability
of our food supply. Mr. Hansotia brings to the Board a
strong strategic view on the future trends in global
agriculture, proven global leadership experience as well
as valuable subject matter expertise.

AGCO Corp.

NIELS PÖRKSEN

Age: 58

Director since October 2021

PROPOSAL 1 ELECTION OF DIRECTORS

DAVID SAGEHORN

Age: 58

Director since March 2022

• Chief Executive Officer at Südzucker AG since 2020;
Südzucker AG (SZU: GR Xetra) is based in Germany
and is one of the world’s largest sugar producers.

• Former Group Executive of Portfolio Solutions at

Nufarm, a leading agricultural chemical company based
in Australia.

• Former Executive Vice President and Chief Financial

Officer of Oshkosh Corporation.

• Various other management positions with Oshkosh
Corporation from 2000 to 2007, including Vice
President and Treasurer, Vice President, Business
Development, and Vice President, Defense Segment.

• Former member of the Executive Board of Nordzucker.

• Certified Public Accountant

• Former Chairman of the Board of Industrieverbrand
ssociation.

Agrar, a European agriculture industry arr

• Various leadership positions with BASF in Germany

including Divisional Head of Global Strategic
Marketing, Managing Director for Plant Protection and
Head of Product Development, Consulting
and Registration.

Qualifications and Skills:
As a senior executive in the agricultural chemicals and
commodities industries for over 20 years, Mr. Pörksen
brings first hand experience of many of the issues that
farmers face throughout the world. Mr. Pörksen has
deep strategy experience combined with operational
expertiserr
in engineering, quality, manufacturing, sales,
marketing and product management. He also brings a
wealth of knowledge and involvement in international
agricultural and commodity markets, especially in EME,
from which almost 56% of AGCO’s sales are derived.”

e for 13 years as the Chief Financial

Qualifications and Skills:
Through his servicrr
Officer of a large, multi-national manufacturer of
construction, defense and other heavy equipment,
Mr. Sagehorn has first-hand experience with many of the
finance and accounting issues faced by AGCO, as well
as with the global compliance environment. His prior
experience in business development adds value as
AGCO continues to consider expansion through
acquisitions, particularly in the precision farming area.
His expertiser
also adds depth to the Board’s expertise
with audit, public-company disclosure and related
functions.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

MALLIKA
SRINIVASAN

Age: 62

Director since July 2011

• Chairman and Managing Director of Tractors and Farm
Equipment Limited, the second largest agricultural
tractor manufacturer in India, since December 2019
and previously held various progressing positions at
TAFE since 1986

• Director and Chair, Nomination and Renumeration

Committee, Tata Steel Limited (India)

• Member of the Global Board of the U.S. India Business

Council and the U.S-India CEO Forum

• Former member of the Board of Directors of Tata

Consumer Products Limited (India)

• Former President of the Tractor Manufacturers

Association of India

• Former member of the Board of Governors of the

Indian Institute of Technology, Madras, and the Indian
Institute of Management, Tiruchirappalli

Qualifications and Skills:
As the leader of India’s second largest tractor
manufacturer, Ms. Srinivasan has over 35 years of first-
hand experience in the agricultural farm machineryrr
industry i
rr n India, emerging markets, and several of
other markets served by AGCO. Ms. Srinivasan also
has experience as a Director of one of the leading
global steel manufacturers, where she serves as Chair
of Nomination and Remuneration Committee.
Ms. Srinivasan brings to the Board both agricultural
equipment and distribution knowledge and expertise
together with public company board service.

MATTHEW TSIEN

Age: 61

Director since January 2021

• Former Executive Vice President and Chief Technology

Officer, General Motors

• Former President, General Motors Ventures, 2020 to

2021

• Former President of General Motors China 2014 to

2020

• Various other leadership positions since joining

General Motors in 1976, including Executive Vice
President and President of GM China; Vice President
Planning, Program Management and Strategic
Alliances, China; Executive Vice President, SAIC-GM-
Wuling Automotive; Executive Director, Global
Technology Engineering; Executive Director, Vehicle
Systems, North America Product Development; Chief
Technology Officff er and Director, Business Planning,
GM China

Qualifications and Skills:
Through his 40-year career with General Motors prior to
his recent retirement, including in his roles as
Executive Vice President and Chief Technology Officer,
Mr. Tsien helped lead one of the largest manufacturers
in the U.S. evolve through successive generations of
technology and performance requirements. He also has
exceptional international experience, including his
service as President of GM China, where he held profit
and loss responsibility and led 50,000 workers
producing automobiles for both the Chinese market and
export.rr Mr. Tsien brings to the Board years of
experience in engineering, electrification, connectivity,
manufacturing, supply chain management and product
design. Mr. Tsien has significant expertiserr
management of, and investment in, evolving
technologies.

in the

RETIRING DIRECTOR

One of our directors is not standing for reelection. Mr. George Benson will retire as a result of our mandatory retirement
age for directors and after 17 years of servirr ce on the Board. The Board thanks Mr. Benson for his dedicated and excellent
service.

DIRECTOR RECRUITMENT

On an ongoing basis, we actively are seeking potential director candidates. Our Governance Committee, working with its
independent advisors, identifies the skills that are desirable in light of the skills of our existing directors, particrr ularly those
who are expected to retire in the near-trr erm, and regularly interviews potential candidates. As an example, Niels Pörksen,
who joined the Board in 2021, brought experience in leadership of a European-based business and had substantial
experience in the agricultural industry,r both of which were skills that the Governance Committee identified as being
important for a future director.

AGCO Corp.

Board of Directors and
Corporate Governance

DIRECTOR INDEPENDENCE

In accordance with the rules of the NYSE, the Board has adopted categorical standards to assist it in making
determinations of its directors’ independence. The Board has determined that in order to be considered independent, a
director must not:

• be an employee of the Company or have an “immediate family member,” as that term is defined in the General

Commentary t
preceding three years;

r o Section 303A.02(b) of the NYSE rules, who is an executive officff er of the Company at any time during the

• receive or have an immediate family member who receives or solely own any business that receives during any

twelve-month period within the preceding three years direct compensation from the Company or any subsidiary orr
affiliate in excess of $120,000, other than for director and committee fees and pension or other forms of deferred
compensation for prior servirr ce to the Company or, solely in the case of an immediate family member, compensation for
services to the Company as a non-executive employee;

r other

• be a current partner or current employee of a firm that is the internal or external auditor of the Company or any

subsidiary or
firm who personally works on an audit of the Company or any subsidiary orr

r other affiliate, or have an immediate family member that is a current partner or current employee of such a

r other affiliate;

• have been or have an immediate family member who was at any time during the preceding three years a partner

employee of such an auditing firm who personally worked on an audit of the Company or any subsidiary orr
within that time;

r other affiliaff

• be employed or have an immediate family member that is employed either currently or at any time within the preceding
three years as an executive officer of another company in which any present executive officers of the Company or any
subsidiary or
Committee; or

at the same time on the other company’s Talent and Compensation

r other affiliate serverr

or servedrr

• be a current employee or have an immediate family member that is a current executive officer of a company that has

made payments to or received payments from the Company or any subsidiary orr
an amount which, in any of the preceding three years of such other company, exceeds (or in the current year of such
other company is likely to exceed) the greater of $1.0 million or two percent of the other company’s consolidated gross
revenues for that respective year.

r other affiliate for property or servicrr

es in

In addition, in order to be independent for purposes of serving on the Audit Committee, a director may not:

• accept any consulting, advisory or other compensatory f

rr ee from the Company or any subsidiary;rr or

• be an “affili

ff ated person,” as that term is used in Section 10A(m)(3)(B)(ii) of the Securities Exchange Act of 1934

(the “Exchange Act”), of the Company or any of its subsidiaries.

Finally, in order to be independent for purposes of serving on the Talent and Compensation Committee, a director may not:

• be a current or former employee or former officer of the Company or an affilff

iate or receive any compensation from the

Company other than for services as a director;

• receive remuneration from the Company or an affilff

iate, either directly or indirectly, in any capacity other than as a

“director,” as that term is defined in Section 162(m) of the Internal Revenue Code; or

• have an interest in a transaction required under SEC rules to be described in the Company’s proxy statement.

These standards are consistent with the standards set forth in the NYSE rules, the Internal Revenue Code and the
Exchange Act. In applying these standards, the Company takes into account the interpretations of, and the other guidance
atively determining the independence of any director who will serve on the Talent and
available from, the NYSE. In affirmff
Compensation Committee, the Board of Directors considers all factors specifically relevant to determining whether such
director has a relationship to the Company which is material to that director’s ability to be independent from management
in connection with the duties of the Talent and Compensation Committee member, including the independence factors set
forthrr

in the NYSE rules.

2022 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Based upon the foregoing standards, the Board has determined that all of its directors are independent in accordance with
these standards except for Mr. Hansotia and Ms. Srinivasan, and that none of the independent directors has any material
relationship with the Company, other than as a director or stockholder of the Company.

The Company and Tractors and Farm Equipment Limited (“TAFE”) are parties to a Letter Agreement, dated April 24, 2019,
regarding the current and future accumulation by TAFE of shares of the Company’s common stock and certai
n governance
matters, including the Company’s nomination of a director candidate selected by TAFE. TAFE’s proposed director candidate
for 2022 is Ms. Srinivasan, TAFE’s Chairman and Managing Director, and Ms. Srinivasan will be nominated for election by
the Company’s Board of Directors. The Company and TAFE have several commercial relationships that are material to
TAFE. See “Certain Relationships and Related Party Transactions” below for additional information.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has delegated certain functions to five standing committees: an Executive Committee, an Audit Committee,
a Talent and Compensation Committee, a Finance Committee, and a Governance Committee. Each of the committees has
a written charter.
The Board has determined that each member of the Audit, Compensation and Governance Committees is
an independent director under the applicable rules of the IRC, NYSE and SEC with respect to such committees.
The following is a summary or

f the principal responsibilities and other information regarding each of the committees:

EXECUTIVE COMMITTEE

AUDIT COMMITTEE

Chair:

Eric P. Hansotia

Other Members:

Michael C. Arnold
Sondra L. Barbour
Suzanne P. Clark
George E. Minnich

Chair:

Sondra L. Barbour

Other Members:

P. George Benson
George E. Minnich
Matthew Tsien

Principal Responsibilities

• Is authorized, between meetings of the Board, to
take such actions in the management of the
s of the Company which, in the
business and affair
opinion of the Executive Committee, should not be
postponed until the next scheduled meeting of the
Board, except as limited by the General Corporation
Law of the State of Delaware, the rules of the NYSE,
the Company’s Certifr
icate of Incorporation or By-Laws
or other applicable laws or regulations.

• Assists the Board in its oversight of the integrity of
the Company’s consolidated financial statements,
the Company’s compliance with legal and regulatory
requirements, the independent registered public
accounting firm’s qualifications and independence
and the performance of the Company’s internal audit
function and independent registered public
accounting firm.

• Reviews the Company’s internal accounting and

financial controls, considers other matters relating to
the financial reporting process and safeguards of the
Company’s assets and produces an annual report orr
f
the Audit Committee for inclusion in the Company’s
proxy statement.

• Reviews with management the Company’s risk

assessment and risk management framework as well
as relevant mitigation strategies.

• Reviews information technology system controls and
cybersecurity risks, along with measures to mitigate
these risks.

• The Board has determined that Ms. Barbour and
r

Mr. Minnich are “audit committee financial experts,”
as that term is defined under regulations of the SEC.

• The report of the Audit Committee for 2021 is set
under the caption “Audit Committee Report.r ”

forthrr

AGCO Corp.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

TALENT AND COMPENSATION
COMMITTEE

FINANCE COMMITTEE

Chair:

Suzanne P. Clark

Other Members:

Sondra L. Barbour
P. George Benson
Niels Pörksen
Matthew Tsien

Chair:

George E. Minnich

Other Members:

Sondra L. Barbour
Bob De Lange

Principal Responsibilities

• Assists the Board with respect to the Company’s
compensation programs and compensation of the
Company’s executives.

• Responsible for the succession process for the Chief

Executive Officer and other executive officers,
including assisting the Board with respect to
selecting, developing, evaluating, and retaining the
Chief Executive Officer, other executive officers and
key talent.

• Has retained Korn Ferry t

rr o advise on current trends

and best practices in compensation.

• The report of the Talent and Compensation

Committee for 2021 is set forthrr
“Talent and Compensation Committee Report.”r

under the caption

• Assists the Board in the oversight of the financial

management of the Company including:

• the capital structure of the Company;

• the Company’s global financing strategies,

objectives and plans;

• the Company’s credit profile and ratings;

• capital expenditure and investment programs of

the Company;

• the Company’s interests in finance joint ventures;

and

• the Company’s annual budget process and review.

GOVERNANCE COMMITTEE

Chair:

Michael C. Arnold

Other Members:

Bob De Lange
George E. Minnich
Niels Pörksen

Principal Responsibilities

• Assists the Board in fulfilling its responsibilities to

stockholders by:

• identifying and screening individuals qualified to

become directors of the Company, consistent with
independence, diversity and other criteria
approved by the Board, and recommending
candidates to the Board for all directorships and
for servicrr

e on the committees of the Board;

• developing and recommending to the Board a set
of corporate governance principles and guidelines
applicable to the Company;

• overseeing the evaluation of the Board; and

• overseeing and providing input to management on
the Company’s identification, assessment and
management of risks associated with
sustainability issues, including, but not limited to,
climate-related risks.

2022 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

COMMITTEE COMPOSITION AND MEETINGS
The following table shows the current membership of each committee and the number of meetings held by each committee
during 2021. The Company will determine the composition and chair positions of the respective committees for 2022
following the Annual Meeting.

Director

Michael C. Arnold

Sondra L. Barbour
P. George Benson(1)
Suzanne P. Clark

Bob De Lange

Eric P. Hansotia

George E. Minnich
Niels Pörksen(2)
David

gSagehorn(3)(3)
Mallika Srinivasan
Matthew Tsien(4)
Total meetings in 2021

Executive

Audit

Talent and
Compensation5

Finance

Governance

●

●
14

●

●
6

●

● Committee Chair
(1) Mr. Benson will not stand for re-election as of April 28, 2022.
(2) Mr. Pörksen joined the Board on October 21, 2021.

● Member

(3) Mr. Sagehorn joined the Board on March 15, 2022.

(4) Mr. Tsien joined the Board on January 22, 2021.

(5) During 2021, the role of the former Succession Planning Committee was added to the roles of the Talent and Compensation

Committee. There were no Succession Planning Committee meetings in 2021.

During 2021, the Board held ten meetings and each director attended at least 75% of the aggregate number of meetings
of the Board and respective committees on which he or she served while a member thereof.

IDENTIFICATION AND EVALUATION OF DIRECTOR
NOMINEES

The Governance Committee has an ongoing process in place to identify potential Board candidates who possess the skills
and personal characteristics that will allow the Board and its committees to best fulfill their responsibilities. As part of this
process, the Governance Committee develops specific candidate profiles to guide Board refreshment as needs arise.
It has retained a leading global search firm to assist in identifying candidates where appropriate. Since 2017, the Board
has added seven independent directors who each possess the desired expertise and meet the candidate profiles
developed by the Committee.

In addition to the specific profiles established for individual searches, there are a number of factors that the Committee
generally views as relevant and is likely to consider to ensure the entire Board, collectively, embraces a wide variety
of characteristics. These include:

• career experience, partirr cularly experience that is germane to the Company’s business, such as with agricultural

products and services, international operations, technology, distribution, product development and worldwide product
management, sales, marketing, sustainability, legal, human resources and finance experience;

• experience serving

on other boards of directors or in the senior management of companies that have faced issues

generally of the level of sophistication that the Company faces;

• contribution to diversity of the Board and a commitment to further

ing diversity;

• integrity and reputation;

• wisdom and judgment;

AGCO Corp.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

• independence;

• willingness and ability to partir cipate fully in the work of the Board and to attend meetings in person; and

• current membership on the Company’s Board — our Board values continuity (but not entrenchment).

The Governance Committee does not assign a particular weight to these individual factors. Similarly, the Committee does
not expect to see all (or even more than a few) of these factors in any individual candidate. Rather, the Committee looks
for a mix of factors that, when considered along with the experience and credentials of the other candidates and existing
directors, will provide stockholders with a diverse and experienced Board.

The Committee strives to recommend candidates who bring a unique perspective to the Board in order to contribute to the
collective diversity of the Board. The Board believes that a diversity of experience, gender, race, ethnicity (national origin),
age and other factors contributes to effecff
stockholders. The Governance Committee reviews potential Board candidates against the criteria it has established,
develops a short list of candidates to recommend to the Board, obtains Board input on the candidates, arranges
interviews, and ultimately makes final recommendations to the Board for consideration. The Committee closely monitors
the size and composition of the Board and makes recommendations as to the pace of Board refreshment so that it has the
benefit of both fresh perspectives and the knowledge that tenure and experience with the Company provide.

s of the Company for the benefit of its

tive governance over the affair

The Governance Committee welcomes recommendations for nominations from the Company’s stockholders and evaluates
stockholder nominees in the same manner that it evaluates a candidate recommended by other means. In order to make a
recommendation, the Committee requires that a stockholder send the Committee:

• a resume for the candidate detailing the candidate’s work experience and academic credentials;

• written confirmation from the candidate that he or she (i) would like to be considered as a candidate and would serve if
nominated and elected, (ii) consents to the disclosure of his or her name, (iii) has read the Company’s Global Code of
Conduct (the “Code”) and that during the prior three years has not engaged in any conduct that, had he or she been a
director, would have violated the Code or required a waiver, (iv) is, or is not, “independent” as that term is defined in the
committee’s charter

, and (v) has no plans to change or influence the control of the Company;

• the name of the recommending stockholder as it appears in the Company’s books, the number of shares of common

stock that are owned by the stockholder and written confirmation that the stockholder consents to the disclosure of his
or her name. (If the recommending person is not a stockholder of record, he or she should provide proof of share
ownership);

• personal and professional references for the candidate, including contact information; and

• any other information relating to the candidate required to be disclosed in solicitations of proxies for election of

directors or as otherwise required, in each case, pursuant to Regulation 14A of the Exchange Act.

The foregoing information should be sent to the Governance Committee, c/o Corporate Secretary,r AGCO Corporation, 4205
River Green Parkway, Duluth, Georgia 30096, who will forward it to the chairperson of the Committee. The advance notice
provisions of the Company’s By-Laws provide that for a proposal to be properly brought before a meeting by a stockholder,
such stockholder must disclose certain information and give the Company timely notice of such proposal in written form
meeting the requirements of the Company’s By-Laws
anniversary drr
respond directly to a submitting stockholder regarding recommendations.

ate of the immediately preceding Annual Meeting of stockholders. The Committee does not necessarily

no later than 60 days and no earlier than 90 days prior to the

2022 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

STOCKHOLDER OUTREACH AND GOVERNANCE UPDATE

STOCKHOLDER OUTREACH

During 2022 we continued an active stockholder outreach process. The outreach was broad:

• We contacted our largest stockholders representing approximately 73% of our shares, and requested the opportunity to

discuss AGCO with them.

• We held discussions with stockholders representing approximately one-half of our shares, including seven of the largest
ten. Our Lead Director, our Chief Executive Officer and our Chief Financial Officer participated in these discussions.

• Some large stockholders are passive investment funds that do not generally meet with stockholders.

The discussions were candid, and the feedback was supportivr e. The principal topics of discussion, other than AGCO’s
performance generally, were:

• Board refreshment, Board diversity and Board governance.

• The redesigned 2021 executive compensation program.

• Our increased focus on sustainability.

Specific feedback included:

• Positive and supportiverr

feedback for the governance and compensation changes.

• Encouragement to include non-financial goals within our compensation approach to further align with our key

stakeholders.

• Encouragement to include director tenure and diversity information in a more readily available form.

Our 2022 incentive compensation metrics will include two new qualitative metrics: (1) an assessment of “Customer
Satisfaction” that focuses on measuring progress that drives improved positive customer experiences, and (2) an overall
“Employee Engagement” assessment of employee satisfaction and trends in our employees’ experience. Both metrics
have baseline levels established in 2022. In addition, there will be a modifier element to these two new nonfinancial
metrics based upon progress on achieving our strategic initiatives.

The second page of the Summary sr
shareholders to assess diversity on their own.

ection of this proxy statement contains a chart that emphasizes tenure and enables

The feedback was shared with our Governance Committee, our Talent and Compensation Committee, and our Board, and
reflected in our approach to these issues. The topics raised by shareholders are addressed below and elsewhere in this
Proxy Statement, with sustainability and human capital addressed in our Annual Report orr

n Form 10-K.

GOVERNANCE UPDATE

In the summer of 2020, our Governance Committee began a systematic and comprehensive review of governance
practices with the objective being to consider topics at each meeting and, over a reasonable time, to update our practices
where the Committee concluded that there were alternative or additional practices that are in the best interests of our
stockholders. To assist it in this process, the independent directors identified and retained a recognized independent
expert.rr Subsequently, the Governance Committee considered in depth various governance topics, including:

• Committee Chair Rotation. The Governance Committee implemented a term limit of five years for the Chairs of the Audit,
Governance and Talent and Compensation Committees. While many companies do not have term limits for committee
chairs – less than 20% of the S&P 500 have a policy on this – for those that do, almost 60% apply a five-year limit.
We believe that the limit will better assure fresh perspectives in each committee’s consideration of appropriate topics.
We believe that a
The two chairs who had servedrr
five-year limit is a best practice.

more than five years as committee chairs were replaced at year-end.

• Committee Structure arr

rr
nd Refreshment

. We reviewed the board committee structure and considered the suggestion of

Ms. Srinivasan that there be a separate Strategy Committee. That suggestion was not adopted based on the strong
belief of our directors that strategy is the responsibility of all directors and should not be delegated. We also reviewed
board committee membership and rotated committee members to enhance Board knowledge and continue to bring fresh
perspectives. In 2021, the Succession Planning Committee was terminated, and its succession planning and talent
development roles were moved to the Talent and Compensation Committee.

• Lead Director Duties. When the Lead Director role initially was implemented, the Company adopted broad duties for the
Lead Director consistent with those of other large publicly-tryy aded companies and the views at the time of the largest
proxy advisors. The Governance Committee expanded those duties to reflect evolving practice in the area. The expanded

AGCO Corp.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

duties include, among other things, a clearer role in overseeing meetings of non-management and independent
directors, authority to implement decisions and recommendations of independent directors, authority to retain advisors
and consultants with respect to all board functions (and not just with respect to compensation and recruiting), and a
broader role in reviewing the performance of the Board. We believe that our revised Lead Director duties provide a
robust role and reflect best practices.

• Lead Director Rotation. Consistent with the discussion above of committee chair rotation, the Governance Committee
implemented a limit for the Lead Director role, in the absence of exceptional circumstances, of five years. Almost no
data is available with respect to practices elsewhere, but we believe that this is a prudent practice.

• Share Ownership

Requirements. The Governance Committee reviewed the share ownership requirements for directors at

17 peer companies. The requirement generally ranged from 3-times to 8-times a director’s cash retainer, with 11
companies applying a 5-times requirement and, the next most common, four companies applying a 3-times requirement.
Based upon this review, the Governance Committee increased the requirement for our directors from 4-times to 5-times.
At the same time, consistent with data on share ownership policies with respect to executive officers, the Governance
Committee increased the share ownership requirement for our CEO from 5-times to 6-times base compensation.
We believe that the revised ownership requirements reflect best practices.

• Board Sizeii

and Composition. Consistent with its annual practice, the Governance Committee reviewed the Board’s size

and structure and considered it relative to the extensive ongoing Board refresh process the Board is pursuing.
The Board has added seven new independent members since 2017 and believes that the refreshment process should
proceed in a manner that gives new Board members the benefit of interacting with those having longer tenure.
In addition, with the assistance of a third-partyr advisor, we completed a comprehensive refreshment of our strategy that
was reviewed and adopted by the full Board. The Governance Committee determined that the specific expertise it had
identified for its ongoing Board search was consistent with the strategic plan and would best serve the Company.

• Hedging and Pledging. While we already had a policy prohibiting hedging and limiting pledging, the Governance

Committee concluded that a stronger prohibition on pledging was appropriate. Previously, the policy prohibited only the
pledging of a “significant” number of shares, which was defined as the lesser of 1% of the Company’s outstanding
equity securities and 50% of the equity securities of the Company owned by the officer or director. As revised, the policy
now prohibits all pledging. At the request of Ms. Srinivasan, as a result of her role at TAFE, the policy was narrowed to
cover only securities where the director or officff er directly or indirectly controls a majority of the equity securities of the
owner of the AGCO securities or otherwise directly controls the equity securities of the Company. We believe that these
prohibitions are best practices and, with the exception of the narrowing requested by Ms. Srinivasan, are the most
stringent possible.

Independent of the systematic process of considering governance updates, the Governance Committee also considered
the separation of the Chairman and CEO roles in connection with the retirement of Mr. Richenhagen as Chairman and CEO
effective December 31, 2020. Although the Committee considers the Board and executive leadership structure regularly, in
this instance, the specific consideration of the combination/separation of the Chairman and CEO roles took place at no
ent Committee meetings over ten months, as well as at executive sessions, full-Board meetings and
fewer than six differ
meetings of the independent directors only. We also solicited input of stockholders with respect to retaining the combined
role, and more stockholders were supportive of retaining the combined role than not. The Committee, and ultimately the
full Board, considered an extensive range of issues and factors and unanimously concluded, other than Ms. Srinivasan,
that it was in the best interests of stockholders to continue with a robust Lead Director structure. The process followed
with respect to whether to separate the CEO and Chairman roles was careful, well-considered, and lengthy, with all
directors having numerous opportunities to join meetings and share their views. The Governance Committee will continue
to review this topic on an annual basis.

As time permits at future meetings the Governance Committee will continue its review of governance practices, including
director term limits, director mandatory retirement age, stockholder requirements for calling special meetings, stockholder
ability to act by written consent, clawbacks, limitations on other board servicrr
appropriate topics that are brought to the Committee’s attention.

e (overboarding), proxy access, and other

BOARD LEADERSHIP STRUCTURE

Mr. Hansotia, who is also the Chief Executive Officer of the Company, serves as Chairman of the Board, Mr. Arnold servesrr
as Lead Director of the Board. The Company holds executive sessions of its non-management directors at each regular
meeting of its Board. The Lead Director presides over executive sessions and at all meetings of the Board in the absence
of the Chairman, provides input to the Chairman on setting Board agendas, generally approves information sent to the
Board (including meeting schedules to assure sufficient discussion time for all agenda items), ensures that he is available
for consultation and direct communication at the request of majora
stockholders, leads the performance evaluation process
of the Chief Executive Officer and has the authority to call meetings of the independent directors.

2022 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board reviews the Company’s board leadership structure annually. As part orr
structures used by peer companies, alternative structures and the effectiveness of the Company’s current structure.
The Board believes that having the Chief Executive Officer serverr
Board’s intent that the Chief Executive Officer function as the Company’s overall leader, while the Lead Director provides
independent leadership to the directors and serves as an intermediary between the independent directors and the
Chairman. The resulting structure sends a message to our employees, customers and stockholders that we believe in
having strong, unifying
well-defined role provides an appropriate level of independent oversight and an effective channel for communications when
needed.

leadership at the highest levels of management. At the same time, having a Lead Director with a

as Chairman is important because it best reflects the

f this process, the Board considered the

RISK OVERSIGHT

The Company’s management maintains a risk assessment process that considers the risks that face the Company that
management has identified as the most significant. The risk assessment process also considers appropriate strategies to
mitigate those risks. Management periodically meets with the Company’s Audit Committee and reviews such risks and
relevant strategies.

CORPORATE GOVERNANCE PRINCIPLES, COMMITTEE
CHARTERS AND GLOBAL CODE OF CONDUCT

The Company provides various corporate governance and other information on its website. This information, which is also
available in printed form to any stockholder of the Company upon request to the Corporate Secretary,rr
following:

includes the

• our corporate governance principles and charters for the Audit, Talent and Compensation, Executive, Finance, and

Governance Committees of the Board, which are available under the headings “Governance Principles” and “Charters of
the Committees of the Board,” respectively, in the “Corporate Governance” section of our website located under
“Investors;” and

• the Company’s Global Code of Conduct, which is available under the heading “Global Code of Conduct” in the

“Corporate Governance” section of our website located under “Investors.”

In the event of any waivers of the Global Code of Conduct with respect to certain executive officers, those waivers will
be available in the “Corporate Governance” section of our website.

In addition, the Board also has agreed-upon “Roles, Responsibilities and Expectations” designed to provide for a uniform
understanding of the operation and functioning of the Board and its collegial operations.

TALENT AND COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

During 2021, Messrs. Armes, Benson, Pörksen and Tsien and Mses. Barbour and Clark (Chair) served as members of the
Talent and Compensation Committee. No member of the Talent and Compensation Committee was an officer or employee
of the Company or any of its subsidiaries during 2021. None of the Company’s executive officers serve on the board of
directors of any company of which any director of the Company servesrr
as one of approximately 109 directors of the U.S. Chamber of Commerce, but is not on its compensation committee.

as executive officer, except that Mr. Hansotia serves

AGCO Corp.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

DIRECTOR COMPENSATION

The following table provides information concerning the compensation of the members of the Board for the most recently
completed year. As reflected in the table, each non-employee director received an annual base retainer of $120,000 plus
$150,000 in restricted shares of the Company’s common stock for Board service. Committee chairmen received an
additional annual retainer of $15,000 (or $25,000 for the chairman of the Audit Committee and $20,000 for the chairman
of the Talent and Compensation Committee). Mr. Arnold, who was the Lead Director in 2021, also received an additional
annual $30,000 Lead Director’s fee. Each non-employee director received an additional annual retainer of $6,000 if they
served on three or more board committees. The Company does not have any consulting arrangements with any of its
directors. Commencing with 2022, and consistent with the advice of its independent compensation advisors, the Company
increased the annual restricted stock award to $165,000 and annual Lead Director’s fee to $40,000.

2021 DIRECTOR COMPENSATION

Name(1)
Roy V. Armes(3)
Michael C. Arnold

Sondra L. Barbour
P. George Benson

Suzanne P. Clark

Bob De Lange
Wolfgang Deml(4)
Wolfgang Kirsch(5)
George E. Minnich

Niels Pörksen
Gerald L. Shaheen(6)
Mallika Srinivasan

Matthew Tsien

Total

Fees Earned
or Paid
in Cash
($)

Stock
Awards(2)
($)

All Other
Compensation
($)

Total
($)

96,848

165,000

149,850

120,000

140,000

120,000

41,909

37,253

141,000

23,478

37,354

120,000

113,000

150,000

—

150,000

—

150,000

1,305,692

1,500,000

—

246,848

315,000

299,850

270,000

290,000

270,000

41,909

187,253

291,000

23,478

37,354

270,000

263,000

2,805,692

(1) Mr. Hansotia, as an employee of the Company, was not compensated for his servicrr

e on the Board. Mr. Pörksen joined the Board

effective October 21, 2021.

(2) The Long-Term Incentive Plan provides for annual restricted stock grants of the Company’s common stock to all non-employee directors.

For 2021, each non-employee director was granted $150,000 in restricted stock. All restricted stock grants are restricted as to
transferability for a period of one year following the award. In the event a director departs from the Board, the non-transferability period
expires immediately. The 2021 annual grant occurred on April 22, 2021. The total grant on April 22, 2021 was 9,117 shares, or 1,013
shares per director. The amounts above reflect the aggregate grant date fair value computed in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

After shares were withheld for income tax purposes, each director held the following shares as of December 31, 2021 related to this
grant: Mr. Armes — 1,013 shares; Mr. Arnold — 759 shares; Ms. Barbour — 1,013 shares; Mr. Benson — 607 shares;
Ms. Clark — 1,013 shares; Mr. De Lange — 1,013 shares; Mr. Minnich — 759 shares; and Ms. Srinivasan — 709 shares;
Mr. Tsien — 1,013 shares.

(3) Mr. Armes resigned from the Board effective October 21, 2021.
(4) Mr. Deml retired from the Board upon the expiration of his term on April 22, 2021.
(5) Mr. Kirsch retired from the Board upon the expiration of his term on April 22, 2021.
(6) Mr. Shaheen retired from the Board upon the expiration of his term on April 22, 2021.

2022 Proxy Statement

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

DIRECTOR ATTENDANCE AT THE ANNUAL MEETING

The Board has adopted a policy that all directors on the Board are expected to attend Annual Meetings of the Company’s
stockholders. Given the public health and travel concerns associated with the COVID-19 pandemic, all of the incumbent
directors on the Board, except for Mr. Hansotia who attended in person, attended the Company’s Annual Meeting held in
April 2021 virtually.

STOCKHOLDER COMMUNICATION WITH THE BOARD OF
DIRECTORS

The Company encourages stockholders and other interested persons to communicate with members of the Board.
Any person who wishes to communicate with a particr ular director or the Board as a whole, including the Lead Director or
any other independent director, may write to those directors in care of Corporate Secretary,rr AGCO Corporation, 4205 River
Green Parkway, Duluth, Georgia 30096. The correspondence should indicate the writer’s interest in the Company and
clearly specify wff
The Corporate Secretary wrr

hether it is intended to be forwarded to the entire Board or to one or more particrr ular directors.

ill forward all correspondence satisfying these criteria.

AGCO Corp.

PROPOSAL

NON-BINDING ADVISORY RESOLUTION TO APPROVE THE
COMPENSATION OF THE COMPANY’S NEOs

Board recommends a vote “FOR” the non-binding advisory r

rr esolution to approve the

compensation of the Company’s NEOs.

The Board is submitting a “say-on-pay” proposal for stockholder consideration. While the vote on executive compensation
is non-binding and solely advisory i
r n nature, the Board and the Talent and Compensation Committee will review the voting
results and seek to determine the causes of any negative voting result to better understand any issues and concerns that
our stockholders may have. We intend to hold annual say-on-pay votes. Stockholders who want to communicate with the
Board or management regarding compensation-related matters should refer to “Stockholder Communication with the Board
of Directors” in this proxy statement for additional information.

Our compensation philosophy, program design and application, and the substantive changes that we made during 2021
are described under “Compensation Discussion and Analysis” and the letter from our Talent and Compensation Committee
that precedes that discussion.

COMPENSATION PHILOSOPHY AND PROGRAM DESIGN

The Company’s compensation philosophy and program design is intended to support the Company’s business strategy and
align executives’ interests with those of stockholders and employees (i.e., pay for performance). A significant portion of the
y is related to factors that directly and indirectly influence stockholder value.
Company’s executive compensation opportunit
The Company believes that as an executive’s responsibilities increase, so should the proportion of his or her total pay
comprised of annual incentive cash bonuses and long-term incentive (“LTI”) compensation, which supports and reinforces
the Company’s pay for performance philosophy.

BEST PRACTICES IN EXECUTIVE COMPENSATION

The Talent and Compensation Committee regularly reviews best practices related to executive compensation to ensure
alignment with the Company’s compensation philosophy, business strategy and stockholder focus. The Company’s
executive compensation programs consist of the following, several features of which were added in response to
stockholder feedback:

• A formal compensation philosophy approved by the Talent and Compensation Committee that targets executive’s total
compensation levels (including NEOs) at the median (or 50th percentile) of the market and provides opportunity for
upside compensation levels for excellent performance;

• A well-defined peer group of similar and reasonably-sized industrial and manufacturing companies to benchmark NEO

and other officer compensation;

• An annual incentive compensation plan (“IC Plan”) that, for 2021 included targets that were 50% based upon adjusted
operating margin and 50% based on return on net assets (“RONA”), both of which are adjusted on a sliding scale to
address agricultural equipment industry crr
yclicality; for 2022 the targets have been updated to be based 40% upon
adjusted operating margin, 40% on RONA, 10% on “employee engagement,” and 10% on “Customer Satisfaction”;

• A balanced long-term incentive plan (“LTI Plan”) consisting of (i) a performance share plan, which comprises

approximately 60% of an NEO’s target LTI award and (ii) restricted stock units, which comprise approximately 40% of an
NEO’s target LTI award. The performance share plan, as revised in 2021, includes targets that are 50% based upon
three-year revenue growth relative to industry and 50% based upon three-year RONA, both subject to a Total Shareholder
Return (“TSR”) modifier;

• Awards under the LTI Plan include a so-called “double trigger” equity vesting in the event of change of control;

• A clawback policy, which allows the Company to take remedial action against an executive if the Board determines that

an executive’s misconduct contributed to the Company having to restate its financial statements;

• Stock ownership requirements that encourage executives to own a specified level of stock, which emphasizes the

alignment of their interests with those of stockholders;

• Modest perquisites for executives (including NEOs);

• A plan design that mitigates the possibility of excessive risk that could harm long-term stockholder value;

2022 Proxy Statement

PROPOSAL 2 NON-BINDING ADVISORY RESOLUTION TO APPROVE
THE COMPENSATION OF THE COMPANY’S NEOs
• For new executive employment agreements beginning in 2017 (including Mr. Hansotia’s 2021 employment agreement),

no gross-ups for excise taxes on severance payments due to a change of control; and

• A conservative approach to share usage associated with our stock compensation plans.

When the Talent and Compensation Committee considers exceptions from these practices it does so only after
deliberation and input from its compensation consultant. Ultimately, the Talent and Compensation Committee has and will
continue to take action to structure the Company’s executive compensation practices in a manner that is consistent with
its compensation philosophy, business strategy and stockholder focus.

careful

We are asking our stockholders to indicate their support frr or the Company’s NEO compensation as described in this proxy
statement. This proposal gives our stockholders the opportunity to express their views on the Company’s NEO
compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation
of the Company’s NEOs and the philosophy, policies and practices thereof described in this proxy statement. Accordingly,
we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory br
named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis, the 2021 Summary Compensation Table and the
other related tables and accompanying narrative set forth in this Proxy Statement.”

asis, the compensation of the Company’s

AGCO Corp.

PROPOSAL

RATIFICATION OF COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2022

The Board recommends a vote “FOR” the ratification of the Company’s independent registered
public accounting firm for 2022

The Company’s independent registered public accounting firm is appointed annually by the Audit Committee. The Audit
Committee examined a number of factors when selecting KPMG LLP, including qualifications, staffing
independence and quality controls. The Audit Committee has appointed KPMG LLP as the Company’s independent
registered public accounting firm for 2022. KPMG LLP served as the Company’s independent registered public accounting
firm for 2021 and is considered to be well-qualified.

considerations, and

In view of the diffiff culty and expense involved in changing independent registered public accounting firms on short nr
otice,
should the stockholders not ratify the selection of KPMG LLP as the Company’s independent registered public accounting
firm for 2022 under this proposal, it is contemplated that the appointment of KPMG LLP for 2022 will be permitted to
stand unless the Board finds other compelling reasons for making a change. Disapproval by the stockholders will be
considered a recommendation that the Board select another independent registered public accounting firm for the following
year.

A representative of KPMG LLP is expected to be present at the Annual Meeting and will be given the opportunity to make a
statement, if they desire, and to respond to appropriate questions.

Other Business

The Board does not know of any matters to be presented for action at the Annual Meeting other than the election of
directors, the non-binding advisory r
r esolution to approve the compensation of the Company’s NEOs, and the ratification of
the Company’s independent registered public accounting firm for 2022. If any other business should properly come before
the Annual Meeting, the persons named in the accompanying proxy card intend to vote thereon in accordance with their
best judgment.

2022 Proxy Statement

PRINCIPAL HOLDERS OF COMMON STOCK

Principal Holders of Common Stock

The following table sets forth certain
who are, or may be deemed to be, the beneficial owner of more than five percent of the Company’s common stock. This
information is based upon SEC filings by the individual and entities listed below, and the percentage given is based on
74,541,513 shares outstanding.

information as of March 18, 2022 regarding persons or groups known to the Company

Name and Address of Beneficial Owner
Mallika Srinivasan
Old No. 35, New No. 77, Nungambakkam High Road
Chennai 600 034, India

Tractor and Farm Equipment Limited
Old No. 35, New No. 77, Nungambakkam High Road
Chennai 600 034, India

The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355

BlackRock, Inc.
55 East 52nd Street
New York, NY 10022

Shares of Common Stock
12,170,920 (1)

Percent of Class
16.3 %

12,150,152

16.3 %

6,347,044 (2)

5,677,333 (3)

8.5 %

7.6 %

(1)

Includes shares held individually (20,768 shares) and through TAFE (8,886,831 shares) and TAFE Motors and Tractors Limited
(3,263,321 shares).

(2) The Vanguard Group has sole voting power with respect to none of its shares, shared voting power with respect to 32,403 of its

shares, sole dispositive power with respect to 6,259,592 shares and shared dispositive power with respect to 87,452 of its shares.
(3) BlackRock, Inc. has sole voting power with respect to 5,489,385 shares and sole dispositive power with respect to 5,677,333 shares.

AGCO Corp.

The following table sets forth information regarding beneficial ownership of the Company’s common stock by the
Company’s directors, the director nominees, the Chief Executive Officer of the Company, the Chief Financial Officer of the
Company, the other NEOs and all executive officers and directors as a group, all as of March 18, 2022. Except as
otherwise indicated, each such individual has sole voting and investment power with respect to the shares set forthrr
table.

in the

PRINCIPAL HOLDERS OF COMMON STOCK

Name of Beneficial Owner

Michael C. Arnold

Sondra L. Barbour
P. George Benson(2)
Suzanne P. Clark
Bob De Lange(3)
George E. Minnich
Niels Pörksen(4)
David Sagehorn(5)
Mallika Srinivasan(6)
Matthew Tsien(7)
Andrew H. Beck

Robert B. Crain

Torsten R.W. Dehner

Eric P. Hansotia

Hans-Bernd Veltmaat

All executive officff

ers and directors as a group (22 persons)

Shares of
Common Stock(1)

Shares That May
be Acquired
Within 60 Days

Percent of Class

14,985

3,851

14,878

5,845

1,013

21,763

—

12,170,920

1,013

92,280

42,966

7,556

69,652

101,342

12,606,721

—

16.3 %

16.9 %

* Less than one percent
(1)

Includes the following number of restricted shares of the Company’s common stock as a result of restricted stock grants under the
Company’s incentive plans by the following individuals: Mr. Arnold — 759; Ms. Barbour — 1,013; Mr. Benson — 607;
Ms. Clark — 1,013; Mr. De Lange — 1,013; Mr. Minnich — 759; Mr. Pörksen — 0; Ms. Srinivasan — 709; Mr. Tsien — 1,013;
All directors as a group — 6,986.

(2) Mr. Benson is not standing for re-election.
(3) Mr. De Lange joined the Board on January 1, 2021.
(4) Mr. Pörksen joined the Board on October 21, 2021.
(5) Mr. Sagehorn joined the Board on March 15, 2022.
(6)

Includes shares held individually (20,768 shares) and through TAFE (8,886,831 shares) and TAFE Motors and Tractors Limited
(3,263,321 shares). Ms. Srinivasan is the Chairman and Managing Director of TAFE and the Company owns a 20.7% interest in TAFE.

(7) Mr. Tsien joined the Board on January 22, 2021.

2022 Proxy Statement

Executive Officers

The following table sets forth information as of March 18, 2022, with respect to each person who is an executive of the
Company.

Name

Eric P. Hansotia

Bradley C. Arnold

Roger N. Batkin

Andrew H. Beck

Kelvin Bennett

Stefan Caspari

Robert B. Crain

Seth H. Crawford

Torsten R.W. Dehner

Luis F.S. Felli

Ivory M. Harris

Josip T. Tomasevic

Hans-Bernd Veltmaat

Age

Positions

62
50

56
48

54
67

Chairman of the Board, President and Chief Executive Officer

Senior Vice President and General Manager, Precision AGCO

Senior Vice President — General Counsel, Chief ESG Officer and
Corporate Secretary

Senior Vice President — Chief Financial Officer

Senior Vice President — Engineering

Senior Vice President and General Manager, Grain and Protein

Senior Vice President — Customer Experience

Senior Vice President and General Manager, Precision Ag and Digital

Senior Vice President and General Manager, Fendt/Valt

Senior Vice President and General Manager, Massey Ferguson

Senior Vice President — Chief Human Resources Offiff cer

Senior Vice President — Chief Procurement Officer

Senior Vice President — Chief Supply Chain Officer

Bradley C. Arnold has been Senior Vice President and General Manager, Precision AGCO since February 2r
was Senior Vice President — Product Management from January 2021 to February 2rr
President — Global Crop Cycle and Fuse Connected Servicrr
Crop Cycle and Fuse from January 2r
2019, Commercial Services Director from 2012 to 2014 and Director of International Business Development from 2009 to
2012. Prior to joining Precision Planting LLC, Mr. Arnold held various leadership positions at Caterpillar Inc.

es from January 2020 to January 2rr
019 to December 2019, General Manager of Precision Planting LLC from 2014 to

022. Mr. Arnold was Senior Vice

021, Vice President, Global

022. Mr. Arnold

022. Mr. Batkin was Senior Vice President — General Counsel and Corporate Secretary from January 2r
022. From 2013 to 2017, Mr. Batkin was Vice President, General Counsel and Corporate Secretary. Mr. Batkin

Roger N. Batkin has been Senior Vice President — General Counsel, Chief ESG Officer and Corporate Secretary since
January 2rr
January 2rr
was Vice President, Legal Services and Chief Compliance Officer for Europe/Africa/Middle East and Asia/Pacific from 2010
to 2013. Mr. Batkin was also Director of AGCO’s U.K. Operations between 2009 and 2013. Prior to joining AGCO,
Mr. Batkin was an attorney with an international law firm.

018 to

Andrew H. Beck has been Senior Vice President — Chief Financial Officer since June 2002. Mr. Beck was Vice President,
Chief Accounting Officer from January 2002 to June 2002, Vice President and Controller from 2000 to 2002, Corporate
Controller from 1996 to 2000, Assistant Treasurer from 1995 to 1996 and Controller, International Operations from 1994
to 1995.

Kelvin Bennett has been Senior Vice President — Engineering since January 2021. Mr. Bennett was Vice President,
Engineering from 2013 to December 2020, Director of Engineering from 2011 to 2013, Chief Engineer from 2009 to
2011, and Engineering Manager from 2007 to 2009. Prior to joining AGCO, Mr. Bennett held various engineering
supervisor and managerial position at Clarke (currently Nilfisk Advance) from 2005 to 2007, Dixon (currently Husqvuarna)
from 2004 to 2005, and CNH Global N.V. and its predecessors from 1994 to 2004.

Stefan Caspari has been Senior Vice President and General Manager, Grain and Protein since January 2020. Mr. Caspari
was Vice President and General Manager, Grain and Protein from April 2019 to December 2019, Vice President, Fuse
Connected Services and Technology from 2017 to April 2019, Vice President, Global Strategy and Integration from 2015 to
2017 and Director, Strategy and Integration for Europe/Middle East from 2014 to 2016. Prior to joining AGCO, Mr. Caspari
held several leadership positions at Zurich Insurance Group Ltd. and Arthur D. Little consulting firm.

Robert B. Crairr n has been Senior Vice President — Customer Experience since January 2022. Mr. Crain was Senior Vice
President and General Manager, North America from January 2rr
022, Senior Vice President and General
Manager, Americas from 2015 to December 2019, and Senior Vice President and General Manager, North America from
2006 to 2014. Mr. Crain held several positions within CNH Global N.V. and its predecessors, including Vice President of
America Agricultural Business, from 2004 to 2005, Vice President of CNH Marketing North America
New Holland’s Northr
Agricultural business, from 2003 to 2004 and Vice President and General Manager of Worldwide Operations for the Crop

020 to January 2rr

AGCO Corp.

Harvesting Division of CNH Global N.V. from 1999 to 2002. Mr. Crain is also Vice Chairman of the Association of
Equipment Manufacturers and serves on the Board of Directors of Pacific Ag Rentals.

EXECUTIVE OFFICERS

has been Senior Vice President and General Manager, Precision Ag and Digital since January 2021.

Seth H. Crawfordff
Mr. Crawford joined AGCO in 2019 as Vice President, FUSE Connected Services and Technology. Prior to joining AGCO,
Mr. Crawford held several positions within John Deere from 1997 to 2019, including Director, Global Customer and Product
Support, as well as various senior marketing roles including Worldwide Marketing Director, Construction and Forestry
Division, and Marketing Director-Agrr

& Turf Division, Europe, Russia, Northr

Africa and the Middle East.

Torsten R.W. Dehner has been Senior Vice President and General Manager, Fendt/Valt
was Senior Vice President and General Manager, Europe/Middle East from January 2rr
Global Parts and Europe/Middle East Partsrr
Materials, Europe/Middle East - Commodity Director Powertrain & Perifery from 2015 to 2018, and Vice President,
Purchasing and Materials, Europe/Middle East from 2010 to 2015. Prior to joining AGCO, Mr. Dehner held a number of
leadership positions at Behr GmbH & Co. KG.

es from 2018 to December 2019, Vice President, Purchasing and

ra since January 2022. Mr. Dehner
020 to January 2022, Vice President,

and Servicrr

.S.FF

Felli has been Senior Vice President and General Manager, Massey Ferguson since January 2022. Mr. Felli was
022. Mr. Felli joined AGCO in

Luis Fii
Senior Vice President and General Manager, South America from January 2020 to January 2rr
2018 as President, AGCO, South America. Prior to joining AGCO, Mr. Felli held several leadership positions including
General Director of Unipar Indupa S.A.I.C. from February 2rr
Eldorado Brasil Celulose S.A. from 2013 to 2017, Operations Vice President for Atvos Agroindustrial Investimentos S.A.
from 2008 to 2013, and Executive Vice President for Braskem S.A. from 2006 to 2008. Mr. Felli began his career at FMC
Corporation.

017 to November 2017, Commercial Operations Director for

Ivory M. Harris-Brown
has been Senior Vice President — Chief Human Resources Officer since May 2021. Prior to joining
AGCO, Ms. Harris spent 17 years with BASF, where she held HR leadership roles of increasing scope and responsibility
throughout her tenure. Her most recent role was Vice President, People Service, US. Previous roles included Vice
President, Total Rewards & Corporate HR Solutions, Northr
Research. Ms. Harris also previously held a Senior Project Expert, International Delegation role that was based in
Ludwigshafen, Germany.

America and Global Director, Human Resources, Bioscience

Josip T. Tomasevic has been Senior Vice President — Chief Procurement Officer since January 2019. From 2011 to 2018,
Mr. Tomasevic was Vice President — Global Purchasing Materials. Prior to joining AGCO, Mr. Tomasevic was Head of
Corporate Purchasing at Claas KGaA mbH.

xecutive Advisory Br

Hans-Bernd Veltmaat has been Senior Vice President — Chief Supply Chain Officer since January 2012. Mr. Veltmaat
serves on the Industry Err
Federal Institute of Technology Zurich. Mr. Veltmaat was Senior Vice President — Manufacturing & Quality from 2008 to
2011. Mr. Veltmaat was Group Executive Vice President of Recycling Plants at Alba AG from 2007 to 2008. From 1996 to
2007, Mr. Veltmaat held various positions with Claas KGaA mbH in Germany, including Group Executive Vice President, a
member of the Claas Group Executive Board and Chief Executive Officer of Claas Fertigungstechnik GmbH.

oard for the Executive MBA in Supply Chain Management Program at the Swiss

2022 Proxy Statement

Letter from our Talent and
Compensation Committee

HIGHLIGHTS FROM 2021:

• First year of implementation of new executive compensation plan developed in 2020

• Modified short-term metrics for 2022 to add Customer Satisfaction and Employee Engagement to further align

goals with strategic objectives

• Continuation of investor outreach focusing on pay for performance and other prior input

Dear Fellow Stockholders,

Attracting and retaining the right leadership for AGCO is one of the Board’s most important responsibilities. As the Talent
and Compensation Committee, we are committed to ensuring that AGCO’s leadership team is incented to perform by
compensation programs aligned to both our strategy and the creation of long-term stockholder value. With this as our
foundation, we have taken a number of actions this year to refine our compensation philosophy and address more
comprehensively the impact of cyclicality on setting effective targets.

FRESH PERSPECTIVES. In 2020 we determined that to support ar
needed to bring new views and ideas. In support or
Chair in 2020. In addition, after
as our new compensation consultant in 2020. To date, the Committee, with management support ar
consultation, has made several key changes to revise our compensation programs to reflect the refined philosophy and
input from our stockholders.

f this, the Board appointed a new Talent and Compensation Committee
a thorough selection process, and consideration of several firms, we engaged Korn Ferry

n enhanced approach to executive compensation, we

nd Korn Ferryrr

STOCKHOLDER ENGAGEMENT AND FEEDBACK. Stockholders’ support of our compensation program at our 2021 annual
meeting increased significantly over 2020, with 92% voting in favor of our “say-on-pay” proposal. Despite this favorable
feedback and improvement, we seek continued improvement through further understanding of our stockholders’ views.
After contacting stockholders representing approximately 73% of our outstanding shares, we held discussions with
stockholders representing approximately half of our shares, including seven of the ten largest. We received positive and
supportive feedback for the compensation changes made for 2021 and encouragement to include non-financial goals
within our compensation approach to provide further
alignment with our key stakeholders. This valuable feedback will
shape our ongoing approach to compensation practices.

KEY COMPENSATION PROGRAM CHANGES. Effecff

tive for 2021, we:

• Changed our performance metrics for short-term and long-term incentive awards

• Introduced a sliding scale approach to adjust annual performance targets to cyclical changes in industry conditions

• Adopted a new relative Total Shareholder Return (TSR) modifier applicable to Performance Shares (PSUs)

• Froze the Executive Nonqualified Pension Plan (ENPP), with a transition to a defined contribution plan consistent with

current market practices

For 2022 awards, we revised the performance metrics for short-term incentive awards to include “Employee Engagement”
and “Customer Satisfaction,” with the possibility of a modification to the awards for these new nonfinancial metrics based
corporate strategy. We made these changes because we concluded that
upon the implementation of our recently-updated
these particular factors aligned closely with our strategy and warranted special focus by our management team.

As we continue to review and evolve our compensation programs, we remain committed to gathering and incorporating
stockholder feedback and welcome your input. We are confident that the changes we have implemented will support
AGCO’s attraction and retention of key talent and drive robust business results and stockholder value.

AGCO Corp.

LETTER FROM OUR COMPENSATION COMMITTEE

DELIVERING RESULTS. AGCO’S results for 2021 were significantly improved over 2020 with regards to net sales,
operating margins and earnings per share, which were all records for the Company. In a year where industry crr
improved significantly over the course of 2021, we believe our new compensation program structure worked as intended.
Rather than easily outperforming a fixed goal, our sliding scale approach to target setting resulted in targets that remained
appropriately challenging to achieve. As a result, we believe that the compensation awarded to executives for their 2021
performance fairly rewards our executives and their respective teams for their achievements, as discussed in detail in our
Compensation Discussion and Analysis.

onditions

The Talent and Compensation Committee looks forward to refining our compensation program and obtaining further
stockholder feedback during 2022.

TALENT AND COMPENSATION COMMITTEE

Suzanne P. Clark (Chair)
Sondra L. Barbour
P. George Benson
Matthew Tsien
Niels Pörksen

2022 Proxy Statement

Compensation Discussion & Analysis

NAMED EXECUTIVE OFFICERS (NEOs)

Andrew H. Beck
Senior Vice
President, Chief
Financial Officff er

Robert B. Crain
Senior Vice President,
Customer Experience

Torsten R.W. Dehner
Senior Vice President
and General Manager,
ra
t
Fendt/Valt

Eric P. Hansotia
Chairman, President
and Chief Executive
Officer

Hans-Bernd Veltmaat
Senior Vice
President, Chief
Supply Chain Officer

EXECUTIVE SUMMARY

OUR 2021 BUSINESS PERFORMANCE AND FINANCIAL HIGHLIGHTS

NET SALES
($ BILLIONS)

ADJUSTED OPERATING
MARGIN
(%)

ADJUSTED EPS
($)

$11.1

$9.4

$9.0 $9.1

$8.3

9.1%

7.0%

5.9%

5.4%

5.0%

$10.38

$5.61

$4.44

$3.89

$3.02

2017

2018 2019 2020 2021

2017

2018 2019 2020

2021

2017

2018 2019 2020

2021

AGCO Corp.

COMPENSATION DISCUSSION & ANALYSIS

MARKET CONDITIONS

Elevated soft commodity prices supported improved farm income in 2021 despite significantly higher farm input costs.
These favorable farm fundamentals resulted in improved demand for agricultural equipment as farmers looked to upgrade
their fleets. Global industry retail sales of farm equipment in 2021 were higher across AGCO’s key markets. Future
demand for agricultural equipment will be influenced by farm income and farm land values, which largely are the function of
commodity and protein prices, general economic conditions, crop yields, weather conditions and government policies and
subsidies.

FINANCIAL PERFORMANCE

AGCO delivered record 2021 results highlighted by significantly higher net sales and margins compared to 2020.
The performance was fueled by improved global industry demand and focused execution despite considerable supply chain
challenges. Net sales for 2021 were approximately $11.1 billion, or 21.7% higher than 2020. Excluding favorable currency
translation impacts of approximately 2.2%, net sales for the full year increased approximately 19.6% compared to 2020.
Reported income from operations was approximately $1.0 billion in 2021 compared to $599.7 million in 2020. Adjusted
operating margins reached 9.1% of net sales in 2021 as compared to 7.0% in 2020. The increase in income from
operations in 2021 was primarily the result of improved margins, which benefited from positive pricing impacts and a
favorable sales mix that offset substantial inflationary cr
adjusted net income, excluding restructuring expenses and the reversal of valuation allowances previously established
against the Company’s deferred tax assets in the United States and Brazil, was $10.38 per share. These results compare
to reportedr
restructuring expenses and a gain on sale of an investment, of $5.61 per share for 2020.

net income of $5.65 per share and adjusted net income, which excludes a non-cash impairment charge,

ost pressures. Reported net income was $11.85 per share, and

Free cash flow, which is defined as net cash provided by operating activities less purchases of property, plant and
equipment, was approximately $390.4 million during 2021, as compared to approximately $626.6 million during 2020.
Additional working capital requirements caused by higher inventory l
2021 versus the same period in 2020.

r evels resulted in lower free cash flow for the full year of

Adjusted operating margin, adjusted EPS, free cash flow and net sales excluding the impact of currency translation are all
non-GAAP measures and we provide reconciliations to the closest GAAP measures in the appendix at the end of this proxy
statement.

OVERVIEW

Given the significant challenges created from the COVID-19 pandemic, including considerable supply-cyy hain disruptions, the
Talent and Compensation Committee considers our performance during 2021 to be outstanding, supportedrr
improvement in adjusted operating margins and earnings per share. As designed under the new compensation program
implemented in 2021, the performance targets for both the short-term IC plan and the LTI plan significantly increased up a
“sliding scale” as industry conditions improved throughout 2021. As a result, the performance targets remained
appropriately challenging for management to achieve in contrast to fixed targets that would have been easily met given the
improvement in industry conditions. In addition, and as further discussed below, the Committee determined it was
appropriate to adjust the results of the short-tr erm incentive compensation performance metrics for 2021. After careful
consideration and advice from its independent compensation consultants, this judgment was made in order to equitably
account for the unforeseen impact of specifically-identified issues caused by the unprecedented supply chain disruptions
experienced in 2021. The Committee considers the incentive compensation awards earned by executive management
during 2021 to be well aligned with our operational performance.

2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

2020 AND 2021 STOCKHOLDER ENGAGEMENT

RESPONSIVENESS TO STOCKHOLDER FEEDBACK

AGCO undertook a broad outreach to stockholders, contacting holders of approximately 75% of our outstanding shares in
2020 and 73% of our outstanding shares in 2021. Our lead independent director, our Chief Executive Officer, our Chief
Financial Officff er and, in 2020, the Chair of the Talent and Compensation Committee participated in some or all of these
meetings. The full Board had robust discussions and thoughtfully considered our stockholders’ feedback. In response to
their feedback, the Compensation Committee took a number of actions:

WHAT WE WERE TOLD

RESPONSE

More closely tie compensation plans to performance and
business strategy

Align compensation to reduce the impact of industry
volatility

Ensure compensation programs are within market levels

Disclose compensation plan targets

Adjusted metrics for the annual incentive and selected
new metrics for the long-term incentive (LTI) emphasizing
relative performance

Performance share unit grants under the LTI include
relative TSR as a payout modifier

Established performance targets for both short-ter
m and
long-term incentives based on a new sliding scale model
to account for business cyclicality

Froze the executive defined benefit retirement plan (plan
was closed in August 2015 to new entrants) with a
transition to an executive defined contribution plan

Enhanced disclosure includes annual incentive (STI)
threshold and maximum targets

2022 INCENTIVE PROGRAM OVERVIEW

In light of the changes to our short-term and long-term incentive programs for 2021, there were only modest structural
changes for 2022.

Short-Term Incentive
(STI) Program

Compensation
Vehicle
Annual
Incentives

Measurement
Period
One year

Metric
Adjusted Operating
Margin (40%) (previously
50%) (sliding scale
relative to industry)

Link to Performance and
Strategy
Aligns pay with
performance and uses
sliding scale approach for
performance targets to
manage cyclicality

Return on Net Assets
(RONA) (40%) (previously
50%) (sliding scale
relative to industry)

Margin improvement and
sound asset management
are key to improving
financial performance

Employee Engagement
(10%) (new)

Customer Satisfaction
(10%) (new)

Employee engagement
supports employee
retention and is critical to
our ability to successfully
implement our strategy

Improved customer
experience leads to better
customer retention and
improved sales

AGCO Corp.

In addition, the Talent and Compensation Committee may modify the non-financial target awards based upon progress in the
implementation of our recently-updated corporate strategy.

COMPENSATION DISCUSSION & ANALYSIS

Long-Term
Incentive (LTI)
Program

Compensation
Vehicle
Performance
Share Plan (PSP)

Measurement
Period
Three years

Metric
3-year Revenue growth
(50%) (sliding scale
relative to industry)rr

Mix

3-year Return on Net
Assets (RONA) (50%)
(sliding scale relative
to industry)

60%

Both subject to relative
TSR modifier
(+/- 20%)

Link to Performance and
Strategy
Aligns pay with
performance and uses
sliding scale approach
for performance
targets to manage
cyclicality

Revenue and RONA
metrics balance
between growth and
asset return discipline

Relative Revenue
target and TSR
modifier creates
stronger pay-for-rr
performance
alignment

Restricted Stock
Units (RSUs)

Three years

3-year ratable vesting
period

40%

Promotes retention of
key talent

The principal changes between 2020 and 2021 were (i) changes in the core metrics in order to utilize metrics that better
erformance, thereby
align with our business objectives, (ii) the utilization of targets that are adjusted to reflect industry prr
adjusting automatically to reflect industry cyclicality, and (iii) the application of a TSR modifier to LTI awards in order to
better tie incentives to shareholder performance. In addition, we discontinued the use of Stock Settled Stock Appreciation
Rights (SSARs) in order to amplify the overall design.

For 2022, the two existing metrics for the STI program were reduced from 50% each to 40% each and two new metrics
were added for “Employee Engagement” and “Customer Satisfaction.” “Employee Engagement” is based upon the
qualitative and quantitative results of AGCO-wide survey
satisfaction and other feedback that are critical to employee retention, happiness and productivity. “Customer
Satisfaction” assesses survey
the Committee may modify the non-financial metrics based on its assessment of the implementation of AGCO’s
yy
recently-updated

results of customers designed to measure their overall experience with AGCO. In addition,

s with employees designed to identify t

corporate strategy.

rends in employee

RELATIONSHIP BETWEEN COMPENSATION METRICS AND FINANCIAL
PERFORMANCE

DRIVERS OF OPERATING
MARGIN (SHORT-TERM
INCENTIVE)

DRIVERS OF RETURN ON NET
ASSETS (SHORT-TERM AND
LONG-TERM INCENTIVES)

DRIVERS OF 3-YEAR REVENUE
GROWTH VS. INDUSTRY (LONG-
TERM INCENTIVE, PSUS)

• Focus on profitability

• Cost control/expense

management

• Streamline operations

• Near-term business execution

returns

• Working capital efficiency

• Accountability for acquisition

• Focus on profitability

• Market share

• Efficient use of long-term assets

• Successful execution of business

strategy

• Focus on customer trends and

requirements

2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

FINANCIAL PERFORMANCE AND COMPENSATION METRICS – IMPACT
OF CYCLICALITY

NET SALES AND ADJUSTED EPS

$10.8B

$6.01

Net Sales

Adj. EPS

$11.1B

$$10.388

$9.1B

$5.61

2011

2013

2019

2020

2021

Our success depends in large part on the strength of the agricultural equipment industry.rr Historically, demand for
agricultural equipment has been cyclical and generally reflected the economic health of the agricultural industry,rr which is
impacted by a variety of economic and other factors such as commodity prices, farm income and government support.
Accordingly, our financial results, including net sales, margins, earnings and cash flows, are heavily dependent on industry
conditions in a given year. As reflected above, the global agricultural equipment cycle peaked in 2013, declined
significantly starting
mid-cycle levels driven largely by increases in commodity prices.

in 2014 and began improving in 2017. In 2021, industry conditions improved appreciably to above

Establishing appropriate performance targets is partir cularly challenging due to the cyclicality of our industry – a cyclicality
that oftenff
does not reflect the performance of the overall economy. Our objective is to provide targets that, with
appropriate performance, are challenging but reasonable within the expected industry conditions over the duration of a
performance period. Since industry crr
significantly, largely due to unforeseen changes in conditions.

onditions are difficult to forecast, our compensation payouts historically have varied

The compensation structure for 2021 was redesigned to better address industry cyclicality, with the targets for both
operating margins and RONA being on a sliding scale tied to the 10-year average sales data for the agricultural equipment
d ments are based upon comparing the current fiscal year’s industry sales to the 10-year average.
industry. The target adjust
In periods where the industry experiences an increase in sales (such as in 2021), our targets will shift uff
pward to account
for the industry improvement. In periods where the industry experiences a decrease in sales, our targets will shiftff
downward to account for industry drr
ycle, the targets remain
demanding but reasonable regardless of industry conditions, rewarding management for good decisions that take
advantage of improving demand, and controlling costs and working capital when demand declines. By normalizing targets
for cyclical industry conditions, executives will be rewarded for operational performance and quick response to changing
demand.

ecline. By adjusting targets to changes in the industry crr

AGCO Corp.

ADJUSTING FOR CYCLICALITY IN GOAL-SETTING

HOW SLIDING SCALE GOALS WORK

As an example of how our sliding scale will work in practice, below are visual representations of both the Operating Margin
and RONA goals as they will adjust along the 10-year industry sales average axis.

COMPENSATION DISCUSSION & ANALYSIS

N
G
R
A
M
G
N
T
A
R
E
P
O

Maximum

Target

Threshold

A
N
O
R

Maximum

Target

Threshold

80%
Trough

90%

100%
Mid-Cycle

110%

120%
Peak

80%
Trough

90%

100%
Mid-Cycle

110%

120%
Peak

Industry level - % of 10-year industry average

2021 PERFORMANCE EVALUATION AND COMPENSATION

AGCO entered 2021 having met and overcome many of the challenges that it encountered in 2020 following the onset of
COVID-19. It had quickly established robust safety protocols for frontline workers, enabling production to continue, and
successfully dealt with the steady flow of other issues that arose as a result of the pandemic. As a result, our key
measures of performance improved in 2020 compared to 2019. For 2021, we experienced further
improvement, with sales
increasing by 21.7%, RONA improving by 940 basis points, and adjusted operating margins improving by 210 basis points,
these being three of the metrics that are reflected in our new incentive compensation approach. Despite these
improvements, 2021 had unexpected challenges of its own, particularly with respect to our supply chain. As the year
progressed, key components periodically became unavailable, and we had to incur additional costs to minimize the
disruption that this caused to our production and to provide much-needed equipment to farmers. In the evaluation of our
2021 performance targets, we identified and quantified the impacts of the supply chain difficulties in several different
areas, and we considered whether adjustments to any of the performance metrics were warranted. In the view of our Talent
and Compensation Committee, adjustments are appropriate only where the underlying cause was not reasonably
foreseeable, the impact was significant despite the best efforts of our management and other employees, and it would be
inequitable to our employees not to make an adjustment. Based upon this standard, the Committee determined that
certain
rr
when the Talent and Compensation Committee determined that no adjustments were appropriate.

adjustments to the 2021 results were warranted as more fully discussed below. Note that this contrasts with 2020

Our business performance results were reflected in the 2021 pay decisions made by the Talent and Compensation
Committee as summarized below:

Base Salary

021 and May 2021, the base salaries for Messrs. Dehner and Beck were increased

In January 2rr
by 5% and 7%, respectively. Mr. Hansotia previously received an increase in base salary in
connection with his promotion. Otherwise, no increases were made to base salary orr
Executive Officers during 2021.

f Named

Short-Term Incentive

Annual incentive awards for 2021 were paid out at 156.5% of target.

Long-Term Incentive

2021 grant was made at target levels of performance for NEOs based on midpoint of range for
each respective role.

2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

COMPONENTS OF 2021 EXECUTIVE COMPENSATION

Short-Term

Base
Salary
Cash

Mid-Term

Variable

Incentive
Compensation (IC)
Plan
Cash

Long-Term

Performance Share
Plan (“PSP”)
Stock

Restricted Stock
Units (“RSUs”)
Stock

20%

21%

35%

24%

Purpose

rr eflecting

Market-competitive
base salary r
contribution,
background,
knowledge, skills and
performance

Performance Period

N/A

Performance Measures

N/A

Annual cash incentive
based on
achievements of key
financial targets

Based on AGCO’s
performance vs. pre-
established goals
aligned with generating
stockholder value over
the long-term

Employee Retention

1 year

3 years

3-year cliff vesting

Adjusted Operating
Margin as a % of Net
Sales (50%)

Return on Net Assets
(50%)

Revenue Growth (50%)

Return on Net Assets
(50%)

Subject to a TSR
modifier relative to an
agribusiness index

Stock Price
Appreciation

We believe that as an executive’s responsibilities increase, so should the portion
incentive compensation. As illustrated below, in 2021, on average, over 70% of our NEO compensation was variable or “at
risk” and tied to AGCO’s performance, with the greatest portion associated with long-term incentives:

of his or her total pay comprised of

CHIEF EXECUTIVE OFFICER

OTHER NEOs

46%
Target LTILL

13%
Base
Salary

16%
Target
Bonus

72%
At-Risk Pay*

28%
Base
Salary

26%
Target
Bonus

71%
Target LTILL

87%
At-Risk Pay*

AGCO Corp.

COMPENSATION DISCUSSION & ANALYSIS

2021 BASE SALARY

Base salary for NEOs establishes the foundation of total compensation and supports attraction and retention of qualified
executives. Each NEO’s base salary is generally targeted at median levels of executives with similar roles and
responsibilities at other industrial companies of similar revenue and complexity.

Base salary increases are primarily performance driven, but adjustments may be made to recognize additional
responsibilities or market inequities. As previously discussed, Mr. Hansotia did receive a raise at the beginning of 2021 in
connection with his promotion, and Messrs. Beck and Dehner received raises during 2021 to align their compensation with
similar positions consistent with our policy.

Mr. Beck

Mr. Crain
Mr. Dehner(1)
Mr. Hansotia

Mr. Veltmaat

2020

2021

% Change

660,539 $

605,986 $

511,824 $

691,364

605,986

551,599

727,100 $

1,150,000

616,177 $

616,177

5 %

— %

8 %

58 %

— %

(1) Mr. Dehner’s base salary was 504,000 Swiss francs in 2021 as compared to 480,000 Swiss francs in 2020, for a change in local

currency of 5%.

2021 ANNUAL INCENTIVE

Annual incentives are intended to facilitate alignment of management with corporate objectives in order to achieve
outstanding performance and to meet specific AGCO financial targets. Incentive plan performance measures and targets
are evaluated annually to ensure they support orr

ur strategic business objectives.

Incentive compensation is based on our performance, as well as the contribution of executive officers through the
leadership of their respective regional or functional areas. For 2021, incentive compensation awards for all NEO’s and
senior vice presidents were based 100% on corporate goals for global alignment purposes. Incentive compensation
opportunities are expressed as a percentage of each executive officer’s base salary. The annual award opportunities for
the NEOs in 2021 were:

2021 ANNUAL INCENTIVE OPPORTUNITIES

Name

Mr. Beck

Mr. Crain

Mr. Hansotia

Mr. Dehner

Mr. Veltmaat

Opportunity as a Percentage of Base Salary

Minimum Award

Target Award Maximum Award

50 %

45 %

63 %

45 %

100 %

90 %

125 %

90 %

200 %

180 %

250 %

180 %

The corporate objectives and targets are set at the beginning of each year and approved by the Talent and Compensation
Committee based upon the prior year results as well as a budget approved by the Finance Committee. Unless determined
otherwise, the Talent and Compensation Committee excludes restructuring and certain other items from the calculation of
adjusted operating margin as a percentage of net sales and return on net assets in order to ensure the calculations are
equitable and reflect normalized operating results. In addition, the Talent and Compensation Committee has the ability to
make adjustments based upon other appropriate circumstances.

The charts below summarize the performance measures, weightings, and results that the Talent and Compensation
Committee approved for the 2021 annual incentive.

2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

DESCRIPTION OF PERFORMANCE MEASURES

PERFORMANCE MEASURE

DEFINITION

RATIONALE

Adjusted Operating Margin as a
Percentage of Net Sales

Return on Net Assets

Adjusted income from operations
divided by net sales. This measure
excludes restructuring expenses and
certain
rr
Talent and Compensation Committee.

other items approved by the

Adjusted income from operations
divided by net assets. This measure
excludes restructuring expenses and
certain
rr
Talent and Compensation Committee.

other items approved by the

Margin improvement links to earnings
and is key to increasing company
performance and stockholder value.

Return on net assets promotes
improving returns through an efficient
use of capital and is an important
indicator of stockholder value.

2021 ANNUAL INCENTIVE PAYOUTS

yclicality. As a result, the performance targets increased significantly as industryrr

As described previously, the targets for the annual incentive plan are adjusted on a sliding scale relative to actual industry
conditions in order to address industry crr
conditions improved throughout 2021. Consequently, the performance targets remained appropriately challenging for
management to achieve in contrast to fixed targets that would have been easily met given the improvement in industry
conditions. In addition, during 2021, AGCO experienced several significant and unexpected challenges, caused by
disruptions in the global supply chain. In particular, parts and components were not delivered timely, thereby disrupting
production flow. These challenges impacted our costs and results as we took extraordinary measures to complete
production in order to deliver equipment to farmers. These impacts included re-assembly of equipment after receipt of
missing partsrr
in travel and sales promotion activities achieved due to COVID-19 restrictions.

as well as additional logistics costs to expedite components to meet production schedules offset by savings

With the assistance of its independent compensation consultants, the Talent and Compensation Committee assessed
these and other factors in order to determine whether an adjustment should be made to the 2021 performance metrics.
The Committee considered whether and to what extent the underlying causes were reasonably foreseeable and whether the
impact was significant despite the best efforts of management and other employees. It also considered ancillary f
such as the Committee’s decision not to make an adjustment to 2020 performance metrics, as well as the
competitiveness of the labor market. In addition, the Committee reviewed AGCO’s overall 2021 financial performance in
comparison to the challenging sliding scale targets. After
allowances for the purposes of calculating the performance metrics.

careful review, the Committee determined to make certain

rr actors

As a result of the overall performance of the agricultural equipment industry,rr
net assets were increased on a sliding scale by approximately 140 basis points and 700 basis points, respectively, in
order to reflect the industry’sr
operating margin by approximately 50 basis points and return on assets by approximately 150 basis points to take into
account the unusual factors that impacted results as discussed above.

cyclical status in 2021. In addition, the Committee approved allowances to increase adjusted

the targets for operating margin and return on

Accordingly, the Talent and Compensation Committee determined that AGCO performed at 156.5% of the established
short-term incentive target for 2021.

2021 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

Measure

Weight

Bonus Objective

Adjusted Operating Margin as a Percentage of
Net Sales

50%

Threshold

Maximum

Performance 9.6%

6.7%

8.7%
Target

9.7%

Threshold

Maximum

Performance 31.6%

Percent
Achieved

Earned
Award

190%

95%

Return on Net Assets

50%

123%

61.5%

23.0%

30.0%
Target

37.0%

AGCO Corp.

Comparison between 2021 payouts and prior year payouts are difficult given the significant changes in compensation
structure for 2021 relative to prior years. However, as a general proposition the payouts for 2021 were less than they
would have been under the compensation structure that was in place in 2020. For 2022, the goals have been increased
from the goals for 2021 and new factors have been added to the short-term performance metrics. The short-term incentive
payouts in 2021 were as follows:

COMPENSATION DISCUSSION & ANALYSIS

Name

Mr. Beck

Mr. Crain

Mr. Hansotia

Mr. Dehner

Mr. Veltmaat

As a % of Salary

Actual Amount

157 % $ 1,081,639

141 % $

853,259

196 % $ 2,248,969

141 % $

762,598

141 % $

867,608

LONG-TERM INCENTIVE

LTI is intended to engage executives in achieving longer-trr erm performance goals and to make decisions in the best interest
of the stockholders. LTI performance goals are reviewed annually to ensure they are appropriately aligned with stockholder
interests and the strategic business objectives of AGCO.

In January 2r
participants. The target award levels for each award type were set at median level of market competitiveness.

021, the Talent and Compensation Committee approved long-term incentive awards for 2021 eligible plan

The following table summarizes the mix and performance measurements for each form of equity awarded to our NEOs for
2021 under our LTI Plan:

AWARD TYPE

MEASUREMENT

RATIONALE

Performance Share Plan (“PSP”):
60%

• 50% 3-year Revenue Growth
• 50% 3-year Return on Net Assets

(“RONA”)

Both metrics are meaningful
measures of our performance and
have a strong correlation to
generating stockholder value over the
long-term

Restricted Stock Units (“RSUs”):
40%

• Stock price appreciation

Alignment with long-term stockholder
value

2019 – 2021 PERFORMANCE SHARE PLAN

Targets set for the 2019-2021 Performance Share plan were set at the beginning of the three-year period. At the
conclusion of the cycle, the Talent and Compensation Committee determined that, based on the Company’s performance,
we achieved “target” with respect to operating margin for 2019 and 2020 and above “target,” but not outstanding in
2021, and above “target” with respect to Return on Net Assets for 2019 and “outstanding” for 2020 and 2021.
The Committee made no adjustments to operating income for 2021 for PSP awards.

• As the goals were established during a lower point in the global agricultural market and we performed above expected

levels, we generally outperformed the Company’s “expected results” level performance goals for EPS and ROIC.

• The weighted average performance for the 2019-2021 three-year PSP performance cycle was 157% for the three years.

2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

The target award and actual number of shares received by the NEOs for the three-year PSP performance cycle (2019-2021)
are shown below:

Name

Mr. Beck

Mr. Crain

Mr. Hansotia

Mr. Dehner

Mr. Veltmaat

Three-Year Performance Cycle
(2019-2021)

Target Award
(100%)

Actual Award
(157%)

12,600

10,100

12,900

700

10,100

19,821

15,889

20,295

1,100

15,889

2021-2023 PERFORMANCE SHARE PLAN (PSP)

Targets for the 2021-2023 performance cycle were set based upon the following:

• For RONA, the target was set on a relative industry srr

liding scale above the target set for RONA in the short trr erm IC plan

for 2021 to reflect an expectation of improvement for a three-year compared to a one-year target.

• For Revenue Growth, the target was set based on achieving revenue above the relative industry performance for the

three-year period.

We consider the specific target goals for PSP awards for uncompleted cycles to be confidential due to competitive harm.
The Talent and Compensation Committee believes it is important to establish incentive targets that incorporate stretch
performance expectations and reward for exceeding defined performance and results. Disclosures of these goals
prematurely may mislead investors as they may not fully appreciate the “stretch” nature of the goals.

MATRIX OF AWARD OPPORTUNITIES FOR AWARDS GRANTED IN 2021

Outstanding

Target

Threshold

Below Threshold

Threshold

Target

Outstanding

Return on Net Assets

100.0%

50.0%

16.5%

116.5%

66.6%

33.3%

16.5%

150.0%

100.0%

66.6%

50.0%

200.0%

150.0%

116.5%

100.0%

If the actual performance of the goal falls in between the established goals for threshold, target and outstanding
performance, the associated payout factor will be calculated using a straight-line interpolation between the two goals.
In addition, the shares earned are subject to a TSR modifier that is determined at the end of the three-year performance
cycle, that could result in an increase or a reduction of shares earned by 20%, dependent on the quartir le of performance
relative to an agribusiness index. Unless determined otherwise, the Talent and Compensation Committee excludes
restructuring and certain other items from the calculations of Return on Net Assets in order to ensure the calculations are
equitable and reflect normalized operating results and actions are not discouraged by their projected impact on the awards
(this approach also applies to annual incentive compensation calculation of margin).

THE TALENT AND COMPENSATION COMMITTEE

The Talent and Compensation Committee approves all compensation for executive officers, including the structure and
design of the compensation programs. We perform competitive market analysis with respect to cash compensation,
long-term equity incentives and executive retirement programs in order to enable the Committee to review, monitor and
establish appropriate and competitive compensation guidelines, determine the appropriate mix of compensation programs
and establish the specific compensation levels for our executives. The Talent and Compensation Committee also exercises
its judgment as to what is in the best interests of the Company and its stockholders.

AGCO Corp.

COMPENSATION DISCUSSION & ANALYSIS

The process for compensation decisions made by the Talent and Compensation Committee involves:

• Reviewing the prior year say-on-pay

voting results,

• Considering feedback received from stockholders throughout the year,

• Obtaining recommendations and market data from our independent compensation consultant,

• Assessing business climate and industry factors,

• Receiving input from our CEO and other senior members of management,

• Evaluating NEO performance in alignment with Company goals, and

• Overseeing succession planning.

PAY GOVERNANCE AND PAY FOR PERFORMANCE PHILOSOPHY

rr
The compensation provided to our senior leaders is guided by pay-for
-perf

ormance and the following principles:

Philosophy

Approach

Align with Stockholders
Interests

Compensation paid should align directly with the long-term interests of our stockholders,
and our executives should share with them in the performance and value of our common
stock.

Support Business Strategy

Compensation should be based on challenging Company performance and strategic
goals, which are within our executive’s control and reward performance aligned with
AGCO’s strategy, values, and desired behaviors.

Pay for Performance

Target compensation should have an appropriate mix of short-trr erm and long-term pay
elements. In general, compensation is highly weighted - on average, over 70% - to
variable or “at risk” compensation.

Encourage Executive Stock
Ownership

Competitive Compensation -
Attract and Retain Quality
Management

WHAT WE DO:

Executives should meet minimum requirements for share ownership.

Executive pay is market competitive, but also performance-based and structured so that
it addresses retention, recruitment, market scarcity and other business concerns.

Talent and Compensation Committee composed entirely of independent directors who are advised by an independent
compensation consultant

Talent and Compensation Committee annually reviews financial performance objectives in our annual and long-term
incentive plans

Annual and long-term incentive plans with performance objectives aligned to business goals

Long-term vesting period for equity awards

Compensation programs support a conservative approach to share usage

Double-trigger equity vesting in the event of change-in-control

Require substantial stock ownership for all executive officers

Clawback provisions in plans

WHAT WE DON’T DO:

No tax gross-ups on change-in-control benefits (for all employment contracts since 2017 including the new CEO
contract)

Encourage excessive or unnecessary risk-taking

Reprice equity awards without shareholder approval

Allow directors or executives to engage in hedging or pledging of AGCO’s securities

2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION CONSIDERATIONS

The Talent and Compensation Committee reviews recommendations from management, and with input from its
independent compensation consultant, considers various factors when making executive compensation decisions,
including:

• The cyclical nature of the business

• Agricultural equipment industry outlook

• Performance relative to peers and competitors

• Current competitive market conditions

• Key areas management can influence results over the short-rr and long-term

• Development and retention of top talent

CEO EMPLOYMENT AGREEMENT

In connection with his promotion to Chairman, President and Chief Executive Officer, effective January 1r
entered into an amended and restated employment agreement with Mr. Hansotia. The agreement generally is consistent
with Mr. Hansotia’s prior employment agreement, and, among other things, provides for:

, 2021, AGCO

• An increase in his annual base salary t

rr o $1,150,000 (from $727,100)

• Participation in annual and long-term incentive programs

• Severance benefits of two years (three years in the event of a change in control) in the event of a termination without

“cause” or by Mr. Hansotia for “good reason”

• Enhanced severance benefits in the event of a termination in the event of a change of control – a so-called

“double trigger”

• Retirement benefits per the Executive Non-qualified Pension Plan (ENPP)

• A company car and reimbursement for customary expenses

• Reimbursement of the cost of one club membership

• Term life insurance equal in value to six-times his base salaryr

• The lesser of $100,000 of use or up to 50 hours of flight time annually for personal use of the Company-pryy ovided
aircraft based on any incremental cost to the Company as determined under Securities and Exchange Commission
disclosure rules. We subsequently eliminated the $100,000 limit as it was substantially duplicative of the hour
limitation and difficult to compute on a real-time basis prior to year-end.

The agreement also contains customary non-compete, non-solicitation and confidentiality provisions. In connection with the
amendment and restatement of his contract, Mr. Hansotia’s prior right to a tax gross-up was deleted.

In negotiating Mr. Hansotia’s agreement, the Talent and Compensation Committee was assisted by its independent
compensation consultant and believes that the final agreement is consistent with market practices. In addition, the Talent
and Compensation Committee took into account Mr. Hansotia’s permitted use of the Company-provided aircraft in
establishing his compensation.

BENCHMARKING COMPENSATION TO PEERS

The Talent and Compensation Committee’s goal is to provide base salary, target total cash compensation (base salary
plus target bonus opportunity) and target total direct compensation (target total cash plus target LTI opportunit
NEO that is competitive with the median levels of other industrial companies of similar size and complexity.

y) for each

AGCO Corp.

The Talent and Compensation Committee annually reviews the peer group for compensation comparisons and makes
updates as needed to ensure that the included companies are appropriate comparators for determining whether total
compensation for NEOs aligns with market. In determining the appropriate peer group, the Talent and Compensation
Committee considers the attributes of company size as well as similarity of industry arr
nd business, as outlined in the
table below.

COMPENSATION DISCUSSION & ANALYSIS

PEER GROUP – SELECTION PROCESS

REVIEW OF CURRENT COMPENSATION PEER GROUP

REVIEW CRITERIA

Our assessment of potential peer companies involved a series of key guidelines and parameters along with sound
judgment to arrive at an appropriate compensation peer group. Note that not all compensation peer companies match all
criteria, and not all criteria are of equal importance.

Review Items

Review Criteria

Consideration

Size

• Revenue falls within a range of ~0.3x to ~3x AGCO’s

FY20 annual revenues

Similar Industry

Compete within the following similar industries:

• Machinery Industry

• Building Products Industryrr

• Automobile Manufacturer/Parts & Equipment

• Aerospace and Defense

• For most companies, revenue is a proxy
for business complexity and has the
highest correlation to executive pay
opportunity

• Market cap is also a useful reference

(when combined with revenue).
We typically consider potential peers
that fall within a wider range of ~0.2x to
~5x of the Company market cap

• Industry serves as a good reference for
a company’s competition for business,
capital, and talent

• For AGCO, there are a limited number of

public Ag/Farm Machinery cr
ompanies,
so we expanded our search to include
other machinery ar
companies

nd equipment

Business Similarity • Manufacturer of heavy-duty

equipment and/or partsrr

• These factors may impact the

• International sales of more than 30% of total sales

• Digitalization as a key initiative

• Does not rely on one single dealer or distributor

(sales no more than 10% of total sales)

Company’s organization structure,
market risk, KPls, sales forces, and
other factors, which will eventually
impact the Company’s pay program
design

With the assistance of its independent consultants, the Talent and Compensation Committee reviewed our peer group in
July 2021 and decided not to make any changes. The composition of the current peer group (17 companies) is shown
below. (Previously the Talent and Compensation Committee had eliminated Terex Corporation, which had been used as a
peer in 2020.)

BorgWarner Inc.

Cummins, Inc.

Dana Incorporated

Dover Corporation

Wabtec Corporation

Xylem Inc.

Thor Industries

Rockwell Automation, Inc.

Navistar International Corporation

Stanley Black & Decker

Oshkosh Corporation

Trane Technologies PLC.

Flowserve Corporation

PACCAR Inc.

Textron Inc.

Illinois Tool Works Inc.

Parker Hannifin Corporation

2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

EXECUTIVE COMPENSATION AND RISK MANAGEMENT

The Talent and Compensation Committee regularly reviews compensation plans and practices to ensure they are
appropriately structured and aligned with business objectives, and not designed to encourage executives to take
unwarranted risks. Specifically, the overall design of the compensation philosophy and plans mitigate risks because:

• the financial performance objectives of the short- and long-term incentive plans are reviewed and approved annually by

the Board;

• the plans consist of multiple performance objectives, thus lessening the focus on any one in particular;

• short- and long-term incentive payouts are capped for all particr

ipants; and

• the Company has in place a clawback provision that can require the return of incentive compensation.

STOCK OWNERSHIP REQUIREMENTS

The Company requires its directors and officers to own AGCO shares as it emphasizes the alignment of their interests with
those of stockholders. The Board reviewed and updated the requirements effective 2021. The ownership program covers
all directors and executive officers. The requirements are as follows:

• Chief Executive Officer to own common stock, or other equity equivalents, equal in value to six times annual salaryr

• Other Executive Officers to own common stock, or other equity equivalents, equal in value to three times their respective

annual salaries

• Non-employee directors to own common stock, or other equity equivalents, equal in value to five times the value of the

annual retainer

Any person becoming a director or executive officer has five years from his or her election or promotion, or from an
increase in the requirement, to comply with the stock ownership requirements. A person is considered to be in compliance
once the minimum ownership level is reached (if he or she continues to hold at least the number of shares that initially
was required regardless of the change in market value of the underlying equity securities). Our directors and executive
officers all met the requirements that were applicable as of December 31, 2021.

OTHER COMPENSATION, BENEFITS AND CONSIDERATIONS

POST-TERMINATION AND CHANGE IN CONTROL BENEFITS

Employment agreements with the executives provide severance benefits when the termination is without “cause” or for
termination with “good reason.” The size of the severance benefits depends on whether the termination involved a change
of control.

SEVERANCE BENEFITS WITHOUT A CHANGE OF CONTROL

For terminations by the Company without “cause” or by an executive for “good reason” that do not involve a change of
control, the severance benefit includes:

• The executive will receive his or her base salary f

r or a period of one or two years and a pro rata portion

of the annual

incentive to which the executive would have been entitled for the year of termination had the executive remained
employed for the entire year.

• Specifically, for the NEOs, Messrs. Crain, Dehner and Veltmaat will receive their respective base salaries and annual

incentives for one year upon termination, and Messrs. Hansotia and Beck will receive their respective base salaries and
annual incentives for two years upon termination.

• A terminated executive also is entitled to receive any vested benefits under the ENPP payable beginning at age 65.

AGCO Corp.

COMPENSATION DISCUSSION & ANALYSIS

SEVERANCE BENEFITS TRIGGERED ON TERMINATION FOLLOWING A
CHANGE OF CONTROL

For terminations by the Company without “cause” or by an executive for “good reason” that follow a change of control the
severance benefit includes:

• For Mr. Hansotia, three times, and for the other NEOs two times their respective base salaries in effect at the time of

termination.

• For all NEOs, a pro-rata portion of their respective annual incentives earned for the year of termination.

• For Mr. Hansotia three times, and for the other NEOs two times, the three-year average of their respective annual

incentives received during the prior two completed years and the current year’s trend.

In addition to the cash severance payments, certain vesting benefits exist:

• All unvested equity awards include a “double-trigger” provision that states that vesting is contingent on a change in

control and either termination of employment or failure of the acquiring company to assume outstanding equity grants or
provide particr

ipants with the value equal to that of the unvested equity grants.

• All benefits under the ENPP that have been earned based on years of service also become vested upon a change of

control.

Executives with employment agreements prior to 2017 are entitled to receive a gross-up for excise taxes due on any of the
change of control payments described above, other than ordinary i
control. Based upon discussions with stockholders, we eliminated the gross-up for excise taxes on severance payments
due to a change in control for any executive receiving an employment agreement in 2017 and beyond. Under the provision
of Mr. Hansotia’s new employment contract, there is no excise tax gross-up for severance payments.

r ncome taxes associated with payouts from a change of

For purposes of these benefits, a “change of control” occurs, in general, when either (i) one or more persons acquire
common stock of the Company that, together with other stock owned by the acquirers, amounts to more than 50% of the
total fair market value or total voting power of the stock, (ii) one or more persons acquire during a 12-month period stock of
the Company that amounts to 30% or more of the total voting power of the stock, (iii) a majority of the members of our
Board of Directors are replaced in any 12-month period by directors who are not endorsed by a majority of the directors
then in officff e, or (iv) with some exceptions, one or more persons acquire assets from the Company that have a total fair
market value equal to or greater than 40% of the aggregate fair market value of all of our assets.

2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

RETIREMENT AND OTHER BENEFITS

Executive officers participate in our various employee benefit plans designed to provide retirement income. Our qualified
and nonqualified pension plans provide a retirement income base, and our qualified and nonqualified 401(k) plans permit
additional retirement savings. To encourage retirement savings under the qualified and nonqualified 401(k) plans, we
provide an employer matching contribution (as noted below).

PLAN TYPE

DESCRIPTION

AGCO 401(k) Plan

For the Company’s 401(k) plan, we generally contributed
approximately $13,050 to each eligible executive’s 401(k)
account during 2021, which was the maximum contribution
match allowable under the Company’s 401(k) plan.

STATUS

Active

Executive Nonqualified
Pension Plan (ENPP)

The ENPP provides the Company’s eligible US-based
executives with retirement income for a period of 15 years
based on a percentage of their final average compensation,
including base salary and annual incentive bonus, reduced
by the executive’s social security benefits and 401(k) plan
benefits attributable to employer matching contributions. In
addition, one executive will have his benefits continue as a
lifetime annuity after the 15-year certain
age 80).

period ends (i.e., at

ENPP frozen to future salaryrr
benefit accruals as of
December 31, 2024

Lifetime Annuity eliminated
(for participants
i
age 65 subsequent to
December 31, 2022)

reaching

Executive Defined
Contribution (DC)

The DC plan provides deferred compensation to a select
group of US-based executives. The Company annually
accrues 10% of the executive officer’s salary arr
compensation, less any matching contributions we made
during the year with respect to the executive’s contributions
to the Company’s 401(k) plan. Executives who currently
participate in the ENPP are transitioning to the DC plan in
connection with the freeze of the ENPP.

nd incentive

Active

Executives also particrr
include medical, dental and disability insurance coverage.

ipate in our other benefit plans on the same general terms as other employees. These plans may

In response to stockholder feedback and benchmarking of retirement plan offerings within our relative peer group, effective
March 10, 2021, the lifetime annuity offer
participants reaching age 65 subsequent to December 31, 2022.

ing of the Executive Nonqualified Pension Plan (ENPP), was eliminated for any

In addition, the ENPP will be frozen to future salary br
executive retirement benefit for compensation or service changes will be made after
remaining participants will be transitioned to our Executive Defined Contribution plan.

enefit accruals as of December 31, 2024. No further

that date. As of January 1r

accruals to the
, 2025, any

LIMITED PERQUISITES

We believe that cash and incentive compensation should be the primary f
should be modest.

rr ocus of compensation and that perquisites

• The primary prr

erquisites available to executives are the use of a leased automobile and the reimbursement of dues

associated with a social or athletic club.

• Supplemental life and disability insurance is also provided for executives. The life insurance generally provides for a

death benefit of six times the executive officer’s base salary.r

• For executives on international assignments, certain additional expatriate and relocation benefits are provided.

• Mr. Hansotia is allowed limited use of our leased aircraft f

ff or personal use. The cost of this use was considered as

part of the establishment of Mr. Hansotia’s compensation. No other executives are allowed personal use.

AGCO Corp.

COMPENSATION DISCUSSION & ANALYSIS

CLAWBACK POLICY

We have a Compensation Adjustment and Recovery Prr
olicy. Pursuant to the policy, If the Board learns of any misconduct by
an officff er or AGCO or one of its subsidiaries that contributed to our having to restate our published financial statements, it
shall take, or direct management to take, such action as the Board deems reasonably necessary to remedy the
misconduct, prevent its recurrence and, if appropriate, based on all relevant facts and circumstances, take remedial action
against the individual in violation of the policy. In determining whether to remedial action is appropriate, the Board will take
into account such factors as it deems relevant, including whether the misconduct reflected negligence, recklessness, or
intentional wrongdoing. Remedial action may include dismissal and initiating legal action against the officer.

In addition, the Board will, to the full extent permitted by governing law, in all appropriate cases, direct management to
seek reimbursement of any bonus or incentive compensation awarded to an officff er, or effect
restricted or deferred equity awards previously granted to an officer, if: (i) the amount of the bonus or incentive
compensation was calculated based upon the achievement of financial results that were subsequently reduced as part orr
f a
restatement; (ii) the officer engaged in intentional wrongdoing that contributed to the restatement; or (iii) the amount of the
award would have been lower had the financial results been properly reported.

the cancellation of unvested,

In determining what action to take or to require management to take, the Board may consider, among other things,
penalties or punishments imposed by third parties, such as law enforcement agencies, regulators or other authorities, the
impact upon us in any related proceeding or investigation of taking remedial action against an officer, and the cost and
likely outcome of taking remedial action. The Board’s power to determine the appropriate remedial action is in addition to,
and not in replacement of, remedies imposed by or available under applicable law.

Without by implication limiting the foregoing, following a restatement of the Company’s financial statements, we also shall
be entitled to recover any compensation received by the Chief Executive Officer and Chief Financial Officer that is required
to be recovered by Section 304 of the Sarbanes-Oxley Act of 2002.

The policy further
thereof. In addition, this policy will be evaluated after
forthrr

in the Dodd-Frank Wall Street Reform and Consumer Protection Act.

specifies that the authority vested in the Board under the policy may be exercised by any committee

the SEC issues final rules implementing the clawback provisions set

HEDGING AND PLEDGING POLICY

Our Hedging and Pledging Policy prohibits Board members and officers from directly or indirectly, pledging with respect to
any equity securities of the Company, or hedging with respect to any equity securities of the Company. For these purposes,
“pledging” includes the intentional creation of any form of pledge, security interest, deposit, lien or other hypothecation,
including the holding of shares in a margin account, that entitles a third-partyrr
to foreclose against, or otherwise sell, any
equity securities, whether with or without notice, consent, default or otherwise, but does not include either the involuntary
imposition of liens, such as tax liens or liens arising from legal proceedings, or customary purchase and sale agreements,
such as Rule 10b5-1 plans, and “hedging” includes any instrument or transaction, including put options and forward-sale
contracts, through which the Insider offsets
or reduces exposure to the risk of price fluctuations in a corresponding equity
security. For these purposes, “equity securities” include the Company’s common stock, preferred stock and options and
other securities exercisable for, or convertible into, settled in, or measured by reference to, any other equity security
determined on an as-exercised and as-convertedr
these purposes shall include equity securities attributable to the board member or officff er under either Section 13 or
Section 16 of the Exchange Act, provided that equity securities owned by entities shall be included only if the board
member or officff er directly or indirectly controls a majority of the equity securities of the entity or otherwise directly controls
those equity securities of the Company. Pledges of equity securities made by board members or officers prior to December
3, 2020 (each a “Grandfathered Pledge”) in compliance with the Company’s prior pledging policy may remain pledged until
such time when the Grandfathered Pledges are terminated. Equity securities that are pledged shall not be counted toward
the ownership requirements under other policies of the Company.

basis. The equity securities attributable to a board member or officer for

2022 Proxy Statement

Summary of 2021 Compensation

The following table provides information concerning the compensation of the NEOs for the Company’s three most recently
completed years ended December 31, 2019, 2020 and 2021.

In the column “Salary,rr ” we disclose the amount of base salary paid to the NEO during the year.

In the columns “Stock Awards” and “SSAR Awards,” we disclose the award of stock, SSARs or RSUs measured in dollars
and calculated in accordance with ASC 718. For SSARs, the ASC 718 aggregate grant date fair value per share is based on
certain
assumptions that the Company explains in Note 10 to our Consolidated Financial Statements, which are included in
rr
our Annual Report on Form 10-K for the year ended December 31, 2021. For awards of stock, the ASC 718 aggregate grant
date fair value per share is equal to the closing price of our common stock on the date of grant decreased by the present
value of the future dividends estimated to be distributed. For the 2021 PSP awards that included a market condition, the
company measured the fair value using a Monte Carlo simulation. The amounts disclosed as the aggregate grant date fair
value of the stock awards granted under the PSP are computed at the probable outcome of the performance conditions, or
“target” level. The actual amounts that will be earned are dependent upon the achievement of pre-established performance
goals. Please also refer to the table below under the caption “2021 Grants of Plan-Based Awards.”

In the column “Non-Equity Incentive Plan Compensation,” we disclose amounts earned under our IC Plan. The amounts
included with respect to any particular year are dependent on whether the achievement of the relevant performance
measure was satisfied during the year.

In the column “Change in Pension Value and Non-Qualified Earnings,” we disclose the aggregate change in the actuarial
present value of the NEO’s accumulated benefit under all defined benefit and actuarial benefit plans (including
supplemental plans) in 2021.

In the column “All Other Compensation,” we disclose the sum of the dollar value of all perquisites and other personal
, unless the aggregate amount of such compensation is less than $10,000.
benefits, or propertyr

The Company currently has employment agreements with Messrs. Beck, Crain, Dehner, Hansotia and Veltmaat. The
employment agreements provide for current base salaries at the following annualized rates per annum: Mr. Beck —
$691,364; Mr. Crain — $605,986; Mr. Dehner - $551,599; Mr. Hansotia — $1,150,000 for 2021, and Mr. Veltmaat —
$616,177. Messrs. Beck, Crain, Hansotia and Veltmaat’s employment agreements continue in effect until terminated in
accordance with their terms. Actual amounts paid in the year vary slightly due to timing of pay periods. In addition to the
specified base salary,rr
ipate in
benefit plans and other arrangements generally available to senior executive officers of the Company.

the employment agreements provide that each executive officer shall be entitled to particrr

AGCO Corp.

2021 Summary Compensation Table

Name and Principle Position

Year

Salary
($)

Bonus
($)

Stock
Awards(1)
($)

SSAR
Awards(2)
($)

Non-Equity
Incentive
Plan
Compensation(3)
($)

Change in
Pension
Value and
Non-
Qualified
Earnings(4)
($)

All Other
Compensation(5)
($)

Total
($)

Andrew H. Beck
Senior Vice President —
Chief Financial Officer

Robert B. Crain
Senior Vice President —
Customer Experience

Torsten R.W. Dehner
Senior Vice President and
General Manager,
Fendt and Valtra

Eric P. Hansotia
Chairman, President and
Chief Executive Officeff

Hans-Bernd Veltmaat
Senior Vice President —
Chief Supply Chain Officer

(1) Stock Awards for 2019

2019

2020

2021

2019

2020

2021

2019

2020

2021

2019

2020

655,729

— 1,030,093

206,388

852,448 2,073,667

42,098

4,860,423

660,539

—

861,779

156,337

1,193,924 2,215,920

40,663

5,129,162

691,364

— 1,223,802

—

1,081,639

—

45,106

3,041,911

603,016

605,986

422,612

511,824

551,599

—

827,784

165,564

705,528 1,884,396

53,670

4,239,958

690,841

125,562

985,788 1,915,155

48,901

4,372,233

979,018

254,290

—

853,259

—

53,405

2,491,668

248,124

138,109

22,014

1,085,149

690,841

125,562

839,637

290,945

25,933

2,484,742

979,018

—

772,675

—

23,364

2,326,656

710,575

— 1,054,619

210,924

923,747

667,792

47,840

3,615,497

727,100

—

890,269

160,030

1,314,233 1,341,879

55,813

4,489,324

2021 1,150,000

— 6,978,345

—

2,248,969

652,962

151,472 11,181,748

2019

2020

2021

611,690

616,177

—

827,784

165,564

715,678 1,540,452

49,895

3,911,063

690,841

125,562

1,002,366 1,010,333

64,249

3,509,528

979,018

—

867,608 1,035,211

71,938

3,569,952

In 2019, awards were granted under the 2019-2021 three-year performance cycle under the PSP, where the awards earned are based
on the average of each year in the three-year performance cycle, and RSUs that vested in equal installments over three years from the
date of grant. The amounts above reflect the aggregate grant date fair value computed in accordance with ASC 718 in relation to the
2019-2021 three-year performance cycle at the probable outcome of the performance conditions, or “target” level, at the date of grant,
and the grant date fair value of RSUs.

The values of the awards on the date of grant at the actual achieved level of performance are as follows: Mr. Beck — $1,209,437;
Mr. Crain — $969,469; Mr. Dehner — $67,191; Mr. Hansotia — $1,238,233; and Mr. Veltmaat — $969,469. The pre-established
performance goals for three-year performance cycle under the PSP were achieved at 157% or above “target.”

The following were the value of the RSUs on the date of grant: Mr. Beck — $261,367; Mr. Crain — $211,583; Mr. Dehner - $211,583;
Mr. Hansotia — $267,590; and Mr. Veltmaat —$211,583.

Stock Awards for 2020

In 2020, awards were granted under the 2020-2022 three-year performance cycle under the PSP, where the awards earned are based
on the average of each year in the three-year performance cycle, and RSUs, where the awards were granted with a three-year
cliff-vest
defined peer group. The amounts above reflect the aggregate grant date fair value computed in accordance with ASC 718 in relation to
the 2020-2022 three-year performance cycle at the probable outcome of the performance conditions, or “target” level, at the date of
grant, and the grant date fair value of RSUs.

ing period beginning on the date of grant, subject to adjustment based on a performance metric relative to the Company’s

Assuming the maximum level of performance, the following would be the values of the award on the date of grant: Mr. Beck —
$1,289,834; Mr. Crain — $1,034,702; Mr. Dehner - $1,034,702; Mr. Hansotia — $1,332,356; and Mr. Veltmaat — $1,034,702.
The pre-established performance goals for the first and second year of the three-year performance cycle under the PSP were achieved
at 175% and 200%, respectively, or above “target” but are not yet vested.

The following were the value of the RSUs on the date of grant: Mr. Beck — $216,862; Mr. Crain — $173,490; Mr. Dehner - $173,490;
Mr. Hansotia — $224,091; and Mr. Veltmaat —$173,490.

Stock Awards for 2021

In 2021, awards were granted under the 2021-2023 three-year performance cycle under the PSP, where the awards earned are based
on the average of each year in the three-year performance cycle subject to a total shareholder return modifier, and RSU’s that vest in
equal installments over three years from the date of grant. The amounts above reflect the aggregate grant date fair value computed in
accordance with ASC 718 in relation to the 2021-2023 three-year performance cycle at the probable outcome of the performance
conditions, or “target” level, at the date of grant, and the grant date fair value of RSUs.

2022 Proxy Statement

2021 SUMMARY COMPENSATION TABLE

Assuming the maximum level of performance, the following would be the values of the award on the date of grant: Mr. Beck —
$1,516,098; Mr. Crain — $1,212,878; Mr. Dehner - $1,212,878; Mr. Hansotia — $8,644,224; and Mr. Veltmaat — $1,212,878.
The pre-established performance goals for the first year of the three-year performance cycle under the PSP were achieved at 43.2%, or
below “target” but are not yet vested.

The following were the value of the RSUs on the date of grant: Mr. Beck — $465,753; Mr. Crain — $372,579; Mr. Dehner - $372,579;
Mr. Hansotia — $2,656,233; and Mr. Veltmaat —$372,579.

(2) SSARs were awarded on January 22, 2019 and January 22, 2020. There were no SSARs awarded in 2021. The SSARs vest over four
years from the date of grant, or 25% per year. The amounts above reflect the aggregate grant date fair value computed in accordance
with ASC 718.

(3) All annual incentive awards were performance-based. Payments were earned based upon the performance in the year of the award and

paid the following February or March of each respective year.

(4) The change in each officer’s pension value is the change in the Company’s obligation to provide pension benefits (at a future

retirement date) from the beginning of the year to the end of the year. The obligation shown in the “2021 Pension Benefits Table”
presented below is the value today of a benefit that will be paid at the offiff cer’s normal retirement age, based on the benefit formula
and his or her current salary and servicrr
obligation since the prior year.

e. The values shown in the Summary Compensation Table represent the change in the pension

Change in pension values during the year may be due to various sources such as:

• Service accruals: The benefits payable from the pension plans increase as participants earn additional years of service. Therefore,

as each executive officer earns an additional year of service during the year, the benefit payable at retirement increases. Each of the
NEOs who participate in a pension plan earned an additional year of benefit service during 2021 except for Mr. Beck who has
already earned the maximum benefit servicrr

e allowed under the plan.

• Compensation increases/decreas

The benefits payable from the pension plans are related to salary.r As executive
officers’ salaries increase (decrease), then the expected benefits payable from the pension plans will increase (decrease) as well.

es since prior year:

• Aging: The amounts shown above are changes in the present values of retirement benefits that will be paid in the future. As the

officers approach retirement, the present value of the liability increases due to the fact that the executive officer
to retirement than he was at the prior measurement date.

is one year closer

• Changes in assumptions: The amounts shown above are changes in the present values of retirement benefits that will be paid in the
future. The discount rate used to determine the present value is updated each year based on current economic conditions. This
assumption does not impact the actual benefits paid to participants. The discount rate increased from 2020 to 2021, which
contributed to a decrease in the present value of the officer
variables discussed above, such as discount rates, that are not related to Company performance.

s’ benefits. The change in pension value is subject to many external

• Plan amendments: The Company periodically amends its retirement programs in order to remain competitive locally and/or align with
our global benefits strategy. During 2021, the Company amended the ENPP to freeze future salary benefit accruals as of December
31, 2024, and to eliminate a lifetime annuity feature for participants reaching age 65 subsequent to December 31, 2022. This
resulted in a decrease in the present value of benefits for Messrs. Beck, Crain and Hansotia.

While the pension annuity values for Messrs. Beck and Crain increased due to service and compensation changes, the plan
amendment (as described above under “Plan Amendments”) resulted in a net decrease in the present value of benefits of
$1,952,381 for Mr. Beck and $996,545 for Mr. Crain. Similarly, for Mr. Dehner, while the total account balance under the BVG plan
increased, changes in assumptions resulted in a net decrease in the present value of benefits of $69,186. As a result, the change
in present value of their pension benefits were reported as $0 during 2021.

The pension benefits and assumptions used to calculate these values are described in more detail under the caption “Pension
Benefits.”

(5) The amount shown as “All Other Compensation” includes the following perquisites and personal benefits for the year ended

December 31, 2021:

Name

Andrew H. Beck

Robert B. Crain

Torsten R.W. Dehner

Eric P. Hansotia

Hans-Bernd Veltmaat

Club
Membership
($)

10,088

13,644

—

10,446

9,000

Defined
Contribution
Match
( )( )
($)
13,050

13,050

—

13,050

Life
Insurance(a)
($)

Car Lease and
Maintenance(b)
($)

Other(c)
($)

9,206

9,798

—

8,346

18,273

12,762

16,168

23,364

19,630

26,562

Total
($)

45,106

53,405

23,364

—

745

—

100,000

151,472

5,053

71,938

(a) These amounts represent the value of the benefit to the executive officer for life insurance policies funded by the Company.
(b) These amounts represent car lease payments made by the Company for cars used by executives and/or their family members,

as well as payments for related gas and maintenance costs.

(c)

In 2021, in accordance with his employment contract, Mr. Hansotia used the corporate aircraft for personal use for an aggregate of
approximately 41 hours for an aggregate incremental cost of $100,000, net of certain amounts that Mr. Hansotia reimbursed the
Company. Incremental cost for corporate aircraft i
ff ncludes, calculated on a per hour basis, (1) fuel, oil, and catering, (2) travel,
lodging and other crew expenses, (3) landing, parking, flight planning, customs and similar fees, (4) deadhead and positioning
costs, (5) catering costs, (6) maintenance (when not considered a fixed cost), and (7) other similar costs. Since our aircraft is used
predominately for business travel, incremental costs exclude fixed costs such as depreciation, crew compensation, hangar rent and
insurance. The amount for Mr. Crain includes commercial airfare related to attendance by Mr. Crain’s wife at a business-related
event — $745. Mr. Crain’s wife also accompanied Mr. Crain when the Company’s corporate aircraft was used for attendance at
corporate functions at no incremental cost. The amount for Mr. Veltmaat includes commercial airfare-related costs related to
attendance by Mr. Veltmaat’s wife at a business-related event — $5,053.

AGCO Corp.

2021 Grants of Plan-Based Awards

In this table, we provide information concerning each grant of an award made to an NEO in the most recently completed
year. This includes the awards under the Company’s IC Plan, as well as PSP awards and RSUs under the LTI Plan, each of
which is discussed in greater detail under the caption “Compensation Discussion and Analysis.” The “Threshold,” “Target”
and “Maximum” columns reflect the range of estimated payouts under the IC Plan and the range of number of shares to be
awarded under the PSP. In the second-to-last column, we report the number of shares of common stock underlying RSUs
granted in the year. In all cases, the exercise price was equal to the closing market price of the Company’s common stock
on the date of grant. In the last column, we report the aggregate ASC 718 grant date fair value of all stock awards made in
2021. Stock awards include the annual PSP award and the RSU award.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)

Name

Andrew H. Beck

Award
Type

IC Plan

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

345,682

691,364 1,382,728

PSP 1/20/21

RSU 1/20/21

Robert B. Crain

IC Plan

272,694

545,387 1,090,775

PSP 1/20/21

RSU 1/20/21

Torsten R.W. Dehner

IC Plan

248,219

496,439

992,877

PSP 1/20/21

RSU 1/20/21

Eric P. Hansotia

IC Plan

718,750 1,437,500 2,875,000

PSP 1/20/21

RSU 1/20/21

Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
Target
(# of
shares)

Threshold
(# of
shares)

Maximum
(# of
shares)

2,050

6,150

12,300

1,640

4,920

9,840

1,640

4,920

9,840

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)

4,099

3,279

Grant
Date Fair
Value of
Stock
Awards
($)

758,049

465,753

606,439

372,579

606,439

372,579

11,688

35,065

70,130

4,322,112

Hans-Bernd Veltmaat

IC Plan

277,280

554,559 1,109,119

PSP 1/20/21

RSU 1/20/21

1,640

4,920

9,840

23,377

2,656,233

3,279

606,439

372,579

(1) Amounts included in the table above represent the potential payout levels related to corporate objectives for the fiscal year 2021 under
the Company’s IC Plan. The payment for these awards already have been determined and were paid on February 28, 2022 to the NEOs
with the exception of Mr. Dehner, who will be paid on March 31, 2022. Refer to Note 3 of the 2021 Summary Crr

ompensation Table.

(2) The amounts shown represent the number of shares the executive would receive if the “Threshold,” “Target” and “Maximum” levels of

performance are reached.

2022 Proxy Statement

Outstanding Equity Awards at Year-
End 2021

The following table provides information concerning unexercised SSARs and stock (including RSUs) that has not been
earned or vested for each NEO outstanding as of the end of the Company’s most recently completed year. Each
outstanding award is represented by a separate row that indicates the number of securities underlying the award.

For SSAR awards, the table discloses the exercise price and the expiration date. For stock awards, the table provides the
total number of shares of stock that have not vested (or have not been earned) and the aggregate market value of shares
of stock that have not vested (or have not been earned).

SSAR Awards

Stock Awards

Number of
Securities
Underlying
Unexercised
SSARs
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
SSARs
Unexercisable(1)
(#)

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
SSARs
(#)

SSAR
Exercise
Price
($)

SSAR
Expiration
Date

Number
of Shares
or Units of
Stock That
Have Not
Vested(2)(3)
(#)

Market Value
of Shares or
Units of Stock
That Have Not
Vested(4)
($)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested(5)
(#)

Equity
Incentive
Plan
Awards:
Value
Realized
on
Vesting(6)
($)

10,050

9,100

3,175

—

8,025

7,300

2,550

—

3,350

9,100

9,525

—

2,675

7,300

7,650

—

7,650

—

1,250

9,300

9,750

—

2,675

7,300

7,650

—

— 73.14 1/23/2025

—

— 62.85 1/22/2026

1,428

110,313

—

— 72.74 1/22/2027

12,666

1,305,736

3,033

312,671

—

— — 5,761

668,391

4,100

475,682

— 73.14 1/23/2025

—

— 62.85 1/22/2026

1,156

89,301

—

— 72.74 1/22/2027

10,154

1,046,776

2,433

250,818

—

4,608

170

534,620

13,133

3,280

380,546

—

— 72.74 1/22/2027

10,154

1,178,067

2,433

250,818

—

— 73.14 1/23/2025

—

— 62.85 1/22/2026

1,462

112,940

4,608

435,620

3,280

380,546

— 72.74 1/22/2027

13,085

1,348,933

3,133

322,981

—

— 73.14 1/23/2025

—

— 62.85 1/22/2026

1,156

89,301

32,853

3,811,605

23,376 2,712,084

— 72.74 1/22/2027

10,154

1,046,776

2,433

250,818

—

4,608

534,620

3,280

380,546

—

Name

Andrew H. Beck

Robert B. Crain

Torsten R.W.
Dehner

Eric P. Hansotia

Hans-Bernd
Veltmaat

(1) SSAR awards vest ratably, or 25% annually, over four years beginning from the date of grant, which was January 23, 2018 for the 2018

grants, January 22, 2019 for the 2019 grants, and January 2r

2, 2020 for the 2020 grants. There were no SSARs awarded in 2021.

(2) The 2020 RSU awards were granted with a three-year cliff vff esting period beginning on the date of grant, January 22, 2020 subject to

adjustment based on a total shareholders return metric relative to the Company's defined peer group. The 2019 and 2021 RSU awards
vest in equal installments over three years beginning from the dates of grants, which were January 22, 2019 and January 2r
respectively.

0, 2021,

(3) The pre-established performance goals of certain one-year performance cycles under the PSP related to the 2020 and 2021 PSP grants
were achieved above and under the “target” level of performance, respectively; however, the award is subject to further vesting periods
and future actual levels of performance achieved for unearned one-year performance cycles with the ultimate award that is earned
determined based upon the average of the three annual percentages. The 2021 grant of performance award shares is subject to a total
shareholder return modifier at the end of the three-year performance cycle. The number of shares included above are reflected using
the weighted average of the actual level of performance achieved for one-year performance cycles under the PSP that have been
earned, and at “target” level of performance for one-year performance cycles under the PSP that have not been earned.

AGCO Corp.

OUTSTANDING EQUITY AWARDS AT YEAR-END 2021

(4) The market value of RSU awards that have not vested is based on the closing price of the Company’s common stock on

December 31, 2021, December 31, 2020 and December 31, 2019, which was $116.02, $103.09 and $77.25, respectively.
The market value of the awards earned under the three one-year performance cycles under the PSP are based on the closing price of
the Company’s common stock on December 31, 2021 and December 31, 2020, which was $116.02 and $103.09, respectively.
(5) The amounts shown represent the number of shares awarded but unearned at “target” level of performance under the PSP in Januaryrr
021, respectively. The actual amounts that will be earned under the PSP are dependent upon the achievement of

2020 and January 2rr
pre-established performance goals during the respective performance cycles.

(6) Based on the closing price of the Company’s common stock on December 31, 2021 and December 31, 2020, which was $116.02 and

$103.09, respectively.

2022 Proxy Statement

SSAR Exercises and Stock Vested
in 2021

The following table provides information concerning exercises of SSARs and similar instruments, and vesting of stock
awards including restricted stock and similar instruments, during the most recently completed year for each of the NEOs.
The table reports the number of securities acquired upon exercise of SSARs; the aggregate dollar value realized upon
exercise of SSARs; the number of shares of stock that have vested; and the aggregate dollar value realized upon vesting.

Name
Andrew H. Beck

Robert B. Crain

Torsten R.W. Dehner

Eric P. Hansotia

Hans-Bernd Veltmaat

SSAR Awards

Stock Awards

Number of Shares
Acquired on Exercise(1)
(#)

Value Realized on
Exercise(2)
($)

Number of Shares
Acquired on Vesting
(#)

Value Realized on
Vesting(3)
($)

9,635

6,782

1,191

12,986

7,210

1,469,820

1,032,071

145,026

2,033,001

1,008,612

22,405

17,963

1,474

22,199

17,963

2,898,898

2,324,145

188,975

2,877,843

2,324,145

(1) The number of shares acquired on exercise of SSARs is computed by dividing the value realized on exercise by the market price of the
underlying securities at exercise. The number of shares acquired upon exercise includes the following shares withheld for income tax
purposes: Mr. Beck — 4,346 shares, Mr. Crain — 3,063 shares, Mr Dehner - 406 shares, Mr. Hansotia — 5,114 shares, and
Mr. Veltmaat — 3,252 shares.

(2) The dollar amount realized upon exercise is computed by multiplying the number of shares times the differ

ence between the market

price of the underlying securities at exercise and the exercise price of the SSARs.

(3) Shares withheld for income tax purposes related to stock vested were as follows: Mr. Beck — 10,102 shares, Mr. Crain — 8,099

shares, Mr. Dehner - 501 shares, Mr. Hansotia — 8,451 shares, and Mr. Veltmaat — 6,947 shares.

AGCO Corp.

Pension Benefits

The “2021 Pension Benefits Table” provides further details regarding the executive officers’ defined benefit retirement plan
benefits. Because the pension amounts shown in the “2021 Summary Compensation Table” and the “2021 Pension
Benefits Table” are projections of future retirement benefits, numerous assumptions must be applied. In general, the
assumptions should be the same as those used to calculate the pension liabilities in accordance with ASC Topic 715,
“Compensation – Retirement Benefits,” on the measurement date, although the SEC specifies certain exceptions, as
noted in the table below.

EXECUTIVE NONQUALIFIED PENSION PLAN

Only executives promoted or hired prior to August 1, 2015 particrr
after August 1, 2015 participate in a nonqualified defined contribution plan. During 2021, the ENPP was “frozen” and
further
rr
terminated for all participants other than for two executives who will have reached age 65 prior to or in 2021. Subsequent
to December 31, 2024, the remaining participants in the ENPP will transition to the nonqualified defined contribution plan.

salary benefit accruals under the ENPP will end on December 31, 2024. In addition, the lifetime annuity feature was

ipate in the ENPP, and executives promoted or hired on or

The ENPP provides the Company’s eligible executives with retirement income for a period of 15 years based on a
percentage of their final average compensation, including base salary and annual incentive bonus, reduced by the
executive’s social security benefits and savings plan benefits attributable to employer matching contributions. In addition,
executives who remain with AGCO until age 65 will have their benefits continue as a lifetime annuity after the 15-year
rr
certain

period ends (i.e., at age 80).

The key provisions of the ENPP are as follows:

Monthly Benefit. Senior executives with a vested benefit will be eligible to receive the following retirement benefits each
month for 15 years beginning on their normal retirement date (age 65): 3% of final average monthly compensation times
years of service up to 20 years, reduced by each of (i) the senior executive’s U.S. social security benefit or similar
government retirement program to which the senior executive is eligible, (ii) the benefits payable from the AGCO Savings
Plan (payable as a life annuity) attributable to the Company’s matching contributions (at the maximum level) and earnings
thereon, and (iii) the benefits payable from any retirement plan sponsored by the Company in any foreign countryrr
attributable to the Company’s contributions.

Monthly Compensation. The final average monthly compensation is the average of the three years of base
nd annual incentive payments under the IC Plan paid to the executive during the three years in which such sum was

Final Averagerr
salary ar
the highest from among the ten years prior to his or her death, termination or retirement.

Vesting. Participants become vested after meeting all three of the following requirements: (i) turn age 50; (ii) completing
ten years of service with the Company; and (iii) achieving five years of participation in the ENPP. An executive must remain
with the Company until age 65 (and must reach age 65 by December 31, 2022) with at least ten years of service (five
years must include tenure as an executive officer) to vest in the life annuity portir on of this benefit that begins at age 80.
Alternatively, all participants will become vested in the plan in the event of a change of control.

Early Retirement Benefits. Participants do not receive benefits under the ENPP prior to normal retirement age.

NONQUALIFIED DEFINED CONTRIBUTION PLAN

For executive officers promoted or hired after August 1, 2015, we annually contribute 10% (15% in the case of
Mr. Hansotia) of the executive officer’s salary prr
during the year with respect to the AGCO 401(k) plan. As discussed above, particrr
December 31, 2024 will transition into this plan.

lus their annual incentive compensation, less any contributions made

ipants in the ENPP as of

2022 Proxy Statement

PENSION BENEFITS

SWISS LIFE COLLECTIVE “BVG” FOUNDATION

The Swiss Life Collective “BVG” Foundation (“BVG”) operates a pension fund in Switzerland, for which Mr. Dehner is a
participant. The BVG ensures the plan meets at least the mandated requirements for minimum pension benefits. This plan
is a cash balance formula, with contributions made both by the Company and Mr. Dehner. Mr. Dehner’s total account
balance represents contributions and interest made by the Company, as well as from his prior employers. The amounts
shown in the tables throughout this proxy reflect the portion of account balance attributable to contributions made while
employed by the Company.

The key provisions of the BVG plan are as follows:

benefit. Upon retirement, participants will receive the value of their cash balance account. They may elect to

Retirement
receive their benefit as a lump sum or as an annuity. The cash balance account grows each year with pay credits (payable
by the employee and the employer) and interest.

Pay credits. Each year, a particr
(varies by age):

ipant’s cash balance account is credited with the following percentage of pensionable pay

Age

25-34

35-44

45-54

55-65

Credit as a percentage of pay (paid by the
Company

Credit (category “SVP & above”) as a
percentage of pay (paid by employee)

5.5%

7.5%

11.5%

13.5%

2.5%

3.5%

4.5%

5.5%

Pensionable pay. Payable at the annual rate of base pay and bonus.

Normal retirement age. Age 65 for males; age 64 for females (as in accordance with Swiss law).

Early retirement benefits. Participants may elect to retire from the age of 58. Annuity benefits are convertedrr
actuarial equivalence conversion factors.

using reduced

Vesting. 100% vested (i.e., should Mr. Dehner leave the Company, he will receive the amount accumulated in the capital
plan at that time).

AGCO Corp.

2021 Pension Benefits Table

Name

Andrew H. Beck

Robert B. Crain

Plan Name

AGCO Executive Nonqualified Pension Plan

Torsten R.W. Dehner

Swiss Life Collective “BVG” Foundation

Eric P. Hansotia

AGCO Executive Nonqualified Pension Plan

Hans-Bernd Veltmaat

AGCO Executive Nonqualified Pension Plan

Number of
Years of
Credited
Service

(#)

Present Value
of Accumulated
Benefit(1)
($)

Payments
During
Last Year

($)

20.00

16.00

11.08

8.50

13.50

9,000,473

7,228,437

1,037,576

3,311,920

8,679,732

—

(1) Based on plan provisions in effect

as of December 31, 2021. The executive officers’ pension plan will provide a monthly annuity benefit

upon retirement. The values shown in this column are the estimated lump sum value today of the monthly benefits they will receive in
the future (based on their current salary arr
nd service, as well as the assumptions and methods prescribed by the SEC). These values
are not the monthly or annual benefits that they would receive.

Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of
service, average annual earnings, changes in plan provisions and the assumptions used to determine the present value,
such as the discount rate. For 2021, the discount rate assumption used to determine the actuarial present value of
accumulated pension benefits was higher than in 2020. The Company cautions that the values reportedrr
Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation Table, as well as
the amounts above in the Present Value of Accumulated Benefit column, are theoretical as those amounts are calculated
pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial
statements for the applicable fiscal years. The Company’s retirement plans utilize a different method of calculating
actuarial present value for the purpose of determining a lump sum payment, if any. The change in pension value from year
to year as reported in the table is subject to market volatility and may not represent the value that an NEO will actually
accrue or receive under the Company’s retirement plans during any given year.

in the Change in

2022 Proxy Statement

Other Potential
Post-Employment Payments

Each NEO’s employment agreement with the Company includes provisions for post-employment compensation related
r
to certain

employment termination events.

All unvested equity awards became subject to a “double trigger” whereby accelerated vesting is contingent on a change in
control and either termination of employment or failure of the acquiring company to assume outstanding equity grants or
provide particr
accelerated vesting of equity under other employment termination events. The table below and its accompanying footnotes
provide specific detail on the post-employment compensation each NEO is entitled to in the event of certain employment
termination events assuming termination on the last day of the prior year (December 31, 2021).

ipants with the value equal to that of the unvested equity grants. The LTI Plan does not provide for

Severance

Bonus

Accelerated
Vesting of
Equity

Benefits

Retirement
Benefits

Death
Benefit

Disability
Benefit

280G Tax
Gross-Up

Estimated
Total

$ 3,498,894 $1,081,639 $ 4,890,228 $152,164 $ 9,336,820 (9)
920,969 (9)

— $

$ 176,694 $1,081,639 $

— $1,081,639 $

— $

$ 1,413,553 $1,081,639 $

— $

—

920,969 (9)
920,969 (9)
920,969 (9)
920,969 (9)

— $

$4,240,662 $

— $

— $18,959,745

— $

920,969

— $

—

— $ 6,419,964

— $1,192,200 $

— $ 3,194,808

— $

920,969

— $ 3,416,161

$ 2,908,355 $ 853,259 $ 3,920,332 $153,168 $ 7,543,222 (10) $
644,497 (10) $

— $

$ 151,497 $ 853,259 $

— $ 853,259 $

— $

$ 605,986 $ 853,259 $

— $

—

$
— $
644,497 (10) $3,635,916 $
644,497 (10) $
644,497 (10) $
644,497 (10) $

— $

— $1,014,000 $

— $

— $15,378,336

— $

644,497

— $

—

— $ 5,285,169

— $ 2,511,756

— $

644,497

— $ 2,103,742

Executive /
Termination Scenario(1)

Andrew H. Beck
Change in Control(2)(3)(4)

ermination
Voluntary Tr
Without Good Reason
Retirement(5)
Death(6)
Disability(7)

Involuntary With Cause

Involuntary Without
Cause or Good Reason
Resignation(8)

Robert B. Crain
Change in Control(2)(3)(4)

Voluntary Tr
ermination
Without Good Reason
Retirement(5)
Death(6)
Disability(7)

Involuntary With Cause

Involuntary Without
Cause or Good Reason
Resignation(8)

AGCO Corp.

OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS

Severance

Bonus

Accelerated
Vesting of
Equity

Benefits

Retirement
Benefits

Death
Benefit

Disability
Benefit

280G Tax
Gross-Up

Estimated
Total

$ 2,364,123 $ 776,720 $ 3,303,091 $

— $

$ 183,876 $ 776,720 $

— $ 776,720 $

— $

$ 551,628 $ 776,720 $

— $

903,170 (11) $
903,170 (11) $

—

— $

— $
$
— $ 3,004,610 (11) $
315,216 (11) $
903,170 (11) $
903,170 (11) $

— $

$10,196,906 $2,248,969 $11,597,507 $140,349 $ 3,407,175 (12) $

— $

$ 287,500 $2,248,969 $

— $2,248,969 $

— $

$ 5,291,299 $2,248,969 $

— $

$6,900,000 $

—

— $

—

— $

— $ 7,347,104

— $

903,170

— $

—

— $ 3,965,206

$ 1,091,936

— $

903,170

— $ 2,231,518

— $27,590,906

— $

—

— $ 9,436,469

— $1,668,600 $

— $ 3,917,569

— $

—

— $ 7,540,268

$ 2,956,122 $ 867,608 $ 3,920,332 $155,570 $ 8,903,455 (13) $
553,329 (13) $

— $

$ 154,044 $ 867,608 $

— $ 867,608 $

— $

— $ 867,608 $

— $

553,329
$
— $
553,329 (13) $3,697,062 $
553,329 (13) $
553,329 (13) $
553,329 (13) $

— $

— $1,034,400 $

— $

— $16,803,087

— $

553,329

— $

553,329

— $ 5,272,043

— $ 2,455,337

— $

553,329

— $ 1,420,937

Executive /
Termination Scenario(1)

Torsten R.W. Dehner
Change in Control(2)(3)(4)

ermination

Voluntary Tr
Retirement(5)
Death(6)
Disability(7)

Involuntary With Cause

Involuntary Without
Cause or Good Reason
Resignation(8)

Eric P. Hansotia
Change in Control(2)(3)(4)

Voluntary Tr
ermination
Without Good Reason
Retirement(5)
Death(6)
Disability(7)

Involuntary With Cause

Involuntary Without
Cause or Good Reason
Resignation(8)

Hans-Bernd Veltmaat

Change in Control(2)(3)(4)

Voluntary Tr
ermination
Without Good Reason
Retirement(5)
Death(6)
Disability(7)

Involuntary With Cause

Involuntary Without
Cause or Good Reason
Resignation(8)

(1) All termination scenarios assume termination occurred on December 31, 2021, and a stock price of $116.02, which was the closing

price of the Company’s common stock on the last trading day of the Company’s year ended December 31, 2021.

The employment agreements with executives generally contain certain restrictive covenants that continue for a period of two years after
termination of employment, including a non-competition covenant, a non-solicitation of customers covenant and a non-recruitment of
employees covenant.

(2) Upon termination within two years following a change of control, the following provisions apply to each of the NEOs:

• Mr. Hansotia receives a lump sum payment equal to (i) three times his base salary i

rr n effect at the time of termination, (ii) a pro-rata

portion of his bonus or other incentive compensation earned for the year of termination and (iii) a bonus equal to three times the
amount earned in the most recently completed fiscal year. He continues to receive life insurance and health benefits during a three-
year period. Mr. Hansotia does not have an excise tax gross-up.

• Messrs. Beck, Crain, Dehner and Veltmaat receive payment equal to (i) two times base salary in effect at the time of termination,
(ii) a pro-rata portion of bonus or other incentive compensation earned for the year of termination and (iii) a bonus equal to two
times the three-year average of the NEO’s awards received during the prior two completed years and the current year’s trend. Each
of the NEOs continues to receive life insurance, disability and healthcare benefits during a two-year period. In the case of Messrs.
Beck, Crain and Veltmaat, the payment shall be made in a lump sum. In the case of Mr. Dehner, the portion attributable to base
salary will be paid in three installments and the remainder will be paid in a lump sum.

• Messrs. Beck, Crain, Hansotia and Veltmaat will receive their ENPP retirement benefit payable as a lump sum. This lump sum is
calculated in a similar fashion as values disclosed in the Pension Benefits Table, except it is determined based on the plan’s
actuarial equivalence definition rather than the SEC prescribed assumptions. There is no enhancement to their pension benefit
amount in the event of a change in control other than immediate vesting of the benefit.

(3) All outstanding unvested equity awards are subject to a “double trigger” whereby accelerated vesting is contingent on a change in
control and either termination of employment or failure of the acquiring company to assume outstanding equity grants or provide
participants with the value equal to that of the unvested equity grants.

2022 Proxy Statement

OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS

(4)

In the case of a change of control, the retirement benefits are payable as a lump sum six months after termination of employment or, if
such termination occurs more than twenty-four months after
e between the “Retirement Benefits” values shown in the table above from the ENPP and the value shown in the “2021
The differenc
ff
Pension Benefits Table” is due to the fact that the interest and mortalit
y assumptions prescribed by the plan in the event of a change
rr
of control are different from the assumptions used in the actuarial valuation. There is no enhancement to the benefit amount under a
change of control other than immediate vesting of the benefit.

the change in control, in accordance with the terms of the ENPP.

(5) As of December 31, 2021, Mr. Veltmaat is eligible for retirement benefits. Messrs. Beck and Crain are vested in their ENPP benefit,

but are not eligible to commence their benefits. Mr. Hansotia is not vested in his ENPP benefits.

(6) Upon death, the following provisions apply to each of the NEOs:

• The estate receives the executive’s base salary i

r n effect at the time of death for a period of three months. The estate is also

of
entitled to all sums payable to the executive through the end of the month in which death occurs, including the pro-rata portion
his bonus earned at this time. The “Death Benefit” amount represents the value of the insurance proceeds payable upon death.

(7) Upon disability, the following provisions apply to each of the NEOs:

• Each of the NEOs receives all sums otherwise payable to them by the Company through the date of disability, including the pro-rata
portion of the bonus earned. The “Disability Benefit” amount represents the annual value of the insurance proceeds payable to the
executive on a monthly basis upon disability.

(8) Unless such termination occurs within two years following a change of control, if employment is terminated without cause or if the

executive voluntarily resigns with good reason, the following provisions apply to each of the NEOs:

• For Mr. Veltmaat, he does not receive cash severance because he is over age 65. All employment agreements stipulate that no

cash severance is paid when they reach the age of 65. He receives a pro-rata portion of his bonus earned for the year of
termination, which is payable at the time incentive compensation is generally payable by the Company.

• For Mr. Beck, he receives his base salary in effect at the time of termination for a two-year severance period, paid at the same

intervals
rr
termination, which is payable at the time incentive compensation is generally payable by the Company.

as if he had remained employed with the Company. He also receives a pro-rata portion of his bonus earned for the year of

• For Messrs. Crain and Dehner, each of the NEOs receive their base salary i

r n effect at the time of termination for a one-year

severance period, paid at the same intervals as if they had remained employed with the Company. Each NEO also receives a pro-
rata portion of their bonus earned for the year of termination, which is payable at the time incentive compensation is generally
payable by the Company.

• For Mr. Hansotia, he receives his base salary in effect at the time of termination for a two-year severance period, paid at the same
as if he had remained employed with the Company, and a bonus equal to two times the three-year average of his awards

intervals
rr
received during the prior two completed years and the current year’s trend.

(9) Mr. Beck is currently vested in his ENPP retirement benefit. In the event of Mr. Beck’s termination due to a c

receive a $a 9,336,820 lump sum payment. In the event
annuity for 15 years beginning at age 65. The present value of this annuity equals the benefit disclosed in the Pension Benefits Table,
based on the assumptions and methods defined by the SEC. In other words, there is no enhancement that would be added to his
pension benefit if he had been terminated on December 31, 2021.

hange fof control, he will
fof his termination due to any other cause, he will receive a $a 920,969 nnual

(10) Mr. Crain is currently vested in his ENPP retirement benefit. In the event of Mr. Crain’s termination due to a change of control, he will
receive a $7,543,222 lump sum payment. In the event of his termination due to any other cause, he will receive a $644,497 annual
annuity for 15 years beginning at age 65. The present value of this annuity equals the benefits disclosed in the Pension Benefits Table,
based on the assumptions and methods defined by the SEC. In other words, there is no enhancement that would be added to his
pension benefit if he had been terminated on December 31, 2021.

(11) In the event of Mr. Dehner’s termination due to a change of control, he will receive a $903,170 lump sum payment from his retirement
plan. In the event of his termination due to death, he will receive a $3,004,610 lump sum payment. In the event of his termination due
to disability, he will receive a $315,216 annual annuity until age 65. In the event of his termination due to any other cause, he will
receive a lump sum payment of $903,170, which corresponds to his vested benefits as per December 31, 2021.

(12) Mr. Hansotia is not currently vested in his ENPP retirement benefit. In the event of Mr. Hansotia’s termination due to a change of

control, he will receive a $3,407,175 lump sum payment. In the event of his termination due to any other cause on
December 31, 2021, he would not receive an ENPP retirement benefit.

(13) Mr. Veltmaat is currently vested in his ENPP retirement benefit. In the event of Mr. Veltmaat’s termination due to a change of control,
he will receive a $8,903,455 lump sum payment. In the event of his termination due to any other cause, he will receive $553,329
annually as a 15-year certain and life annuity beginning at termination. The present value of this annuity plus the value of the life
annuity beginning 15 years later equals the benefit disclosed in the Pension Benefits Table, based on the assumptions and methods
defined by the SEC. In other words, there is no enhancement that would be added to his pension benefit if he had been terminated on
December 31, 2021.

AGCO Corp.

2021 CEO Pay Ratio

Our analysis began by determining that we had approximately 23,700 employees as of a November 30, 2021
determination date. Although permitted by the SEC, we did not use the 5% de Minimis rule to exclude or eliminate any
employee group. Based on our consistently applied compensation measure of actual total cash compensation, we
identified the median employee. The median employee’s total 2021 compensation, as determined in a manner consistent
with our Summary Compensation Table, was $53,354.

Based on this methodology, we estimate the ratio of CEO pay to median employee pay is 210:1. In 2020, the CEO pay to
median employee pay ratio was 270:1.

THE FOLLOWING REPORTS OF THE TALENT AND COMPENSATION COMMITTEE AND THE AUDIT COMMITTEE SHALL
NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE INCORPORATED BY REFERENCE IN ANY PREVIOUS OR
FUTURE DOCUMENTS FILED BY THE COMPANY WITH THE SEC UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY EXPRESSLY INCORPORATES
SAID REPORTS BY REFERENCE IN ANY SUCH DOCUMENT.

2022 Proxy Statement

Talent and Compensation
Committee Report

The Talent and Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and
Analysis included in this Proxy Statement with management. Based on such review and discussion, the Talent and
Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in
this Proxy Statement for filing with the SEC.

Commencing in 2020, the Talent and Compensation Committee engaged Korn Ferry to serve as its independent
compensation adviser to advise management and the Talent and Compensation Committee with respect to the Company’s
compensation programs and to undertake various related studies and projects. During 2021, the Talent and Compensation
Committee evaluated Korn Ferry’rr s independence pursuant to SEC and NYSE requirements and determined that no conflicts
of interest arose from the work to be performed by Korn Ferry.

r or consulting services rendered to the Talent and Compensation Committee

The aggregate fees billed by Korn Ferry f
between June 2021 – December 2021 related to the recommendation of the amount or form of executive and director
compensation were approximately $330,200. The total amount of fees paid by the Company to Korn Ferry i
other servicrr
primarily related to executive search fees and job pricing effor
and approved the provision of these additional services to the Company by Korn Ferry.rr

es, excluding Talent and Compensation Committee services, was approximately $38,284. These other services

ts. The Talent and Compensation Committee recommended

rr n 2021 for all

The foregoing report is submitted by the Talent and Compensation Committee of the Board.

Suzanne P. Clark, Chair
Sondra L. Barbour
George Benson
Matthew Tsien
Niels Pörksen

AGCO Corp.

Audit Committee Report

To the Board of Directors:

The Audit Committee consists of the following members of the Board: Sondra L. Barbour (Chair), P. George Benson,
George E. Minnich and Matthew Tsien. Each of the members is “independent” as defined by the NYSE and SEC.

Management is responsible for the Company’s internal controls, financial reportirr ng process and compliance with the laws
and regulations and ethical business standards. The independent registered public accounting firm is responsible for
performing an independent audit of the Company’s consolidated financial statements and an audit of the effecff
tiveness of
the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and to issue reports thereon. The Audit Committee’s responsibility is to monitor and
ts findings to the Board. The Audit Committee members are not professional
oversee these processes and to report irr
accountants or auditors, and their functions are not intended to duplicate or to certify t
independent registered public accounting firm, nor can the Audit Committee certify that the independent registered public
accounting firm is “independent” under applicable rules. The Audit Committee servesrr
a board-level oversight role, in which
it provides advice, counsel and direction to management and the auditors on the basis of the information it receives,
discussions with management and the auditors and the experience of the Audit Committee’s members in business,
financial and accounting matters.

ff he activities of management and the

We have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for
the year ended December 31, 2021 and management’s assessment of the effectiveness of the Company’s internal control
over financial reportirr ng and KPMG LLP’s audit of the Company’s internal control over financial reporting
December 31, 2021.

as of

We have discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public
Company Accounting Oversight Board (United States) and the U.S. Securities and Exchange Commission.

We have received and reviewed the written disclosures from KPMG LLP required by NYSE listing standards and the
applicable requirements of the Public Company Accounting Oversight Board (United States) regarding the independent
registered public accounting firm’s communications with the Audit Committee and have discussed with the independent
registered public accounting firm the independent registered public accounting firm’s independence.

We also have considered whether the professional services provided by KPMG LLP, not related to the audit of the
consolidated financial statements and internal control over financial reporting referred to above or to the reviews of the
interim consolidated financial statements included in the Company’s Forms 10-Q for the quarters
June 30, 2021, and September 30, 2021, is compatible with maintaining KPMG LLP’s independence.

ended March 31, 2021,

Based on the reviews and discussions referred to above, we recommended to the Board that the consolidated
financial statements referred to above be included in the Company’s Annual Report or
December 31, 2021.

n Form 10-K for the year ended

The foregoing report has been furnished by the Audit Committee of the Board.

Sondra L. Barbour, Chair
P. George Benson
George E. Minnich
Matthew Tsien

2022 Proxy Statement

AUDIT COMMITTEE REPORT

AUDIT FEES

The aggregate fees billed by KPMG LLP for professional services rendered for the audit of the Company’s annual
consolidated financial statements for 2021 and 2020, the audit of the Company’s internal control over financial reporting
for 2021 and 2020, subsidiary srr
filings on Form 10-K, Form 10-Q and Form 8-K during such years were approximately $7,211,000 and $6,831,000,
respectively.

tatutory audits and the reviews of the financial statements included in the Company’s SEC

AUDIT-RELATED FEES

The aggregate fees billed by KPMG LLP for professional services rendered for 2021 and 2020 for audit-related fees were
approximately $41,000 and $65,000, respectively. The amounts for 2021 and 2020 primarily represent fees for audits of
employee benefit plans and required auditor certifications for various matters required in certain foreign jurisdictions.

TAX FEES

KPMG LLP did not provide any professional tax servicrr

es during 2021 or 2020.

FINANCIAL AND OPERATIONAL INFORMATION SYSTEMS
DESIGN AND IMPLEMENTATION FEES

KPMG LLP did not provide any information technology servirr ces related to financial and operational information systems
design and implementation to the Company or its subsidiaries during 2021 or 2020.

ALL OTHER FEES OF KPMG LLP

KPMG LLP did not provide any other services during 2021 or 2020.

A representative of KPMG LLP is expected to be present at the Annual Meeting with the opportunity to make a statement
and will be available to respond to appropriate questions.

All of KPMG’s services and fees for services, whether audit or non-audit, are preapproved by the Audit Committee. In some
instances services and fees initially are preapproved by the Chair of the Audit Committee and then re-approved
subsequently by the Audit Committee. All services performed by KPMG LLP for 2021 were approved by the Chair of the
Audit Committee and the Audit Committee. The Audit Committee has appointed KPMG LLP as the Company’s independent
registered public accounting firm for 2022, subject to stockholder ratification. KPMG LLP has servedrr
independent registered public accounting firm since 2002.

as the Company’s

AGCO Corp.

Certain Relationships and Related
Party Transactions

The Company has a written related partyr
appropriate committee must approve transactions that exceed $120,000 in amount in which any director, executive officer,
significant stockholder or certain other persons has or have a material interest.

transaction policy pursuant to which a majority of the independent directors of an

Ms. Srinivasan, who is currently a member of the Company’s Board of Directors, is the Chairman and Managing Director of
TAFE. The Company owns approximately 21% of TAFE’s outstanding shares. Through TAFE and TAFE Motors and Tractors
Limited, Ms. Srinivasan is the beneficial owner of 12,150,152 shares of the Company’s common stock, not including
shares of the Company’s common stock received by Ms. Srinivasan for service as a director. The Company received
dividends of approximately $2.0 million from TAFE during 2021. Pursuant to various arrangements that are terminable
upon notice, TAFE manufactures and sells Massey Ferguson branded equipment (primarily in India) and also supplies
tractors and components to AGCO for sale in other markets. During 2021, the Company purchased approximately
$137.6 million of tractors and components from TAFE and sold approximately $1.4 million of parts to TAFE.

adjustments; (ii) subject to its rights to make a non-public offer to acquire all or a part orr

The Company and TAFE are parties to a Letter Agreement regarding the current and future accumulation by TAFE of shares
of our common stock and certain
governance matters. The Letter Agreement expires on April 24, 2024. Pursuant to the
Letter Agreement, TAFE has agreed not to (i) purchase in excess of 12,150,152 shares of our common stock, subject to
f the Company (or propose
rr
certain
another transaction that would result in a change of control of the Company), form or act as part of a group with respect to
the ownership or voting of our common stock or to otherwise grant a third-party a proxy or other voting rights with respect to
our common stock owned by TAFE or its affiliates (other than to or at the request of the Company), provided that TAFE and
its affiliates are expressly permitted to act as a group; or (iii) publicly announce its intention to commence, or commence,
ff
an offer

to acquire all or part of our common stock.

Pursuant to the Letter Agreement, the Company has agreed to: (i) nominate a candidate proposed by TAFE for election to
our Board of Directors at each annual meeting, as long as the collective beneficial ownership by TAFE and its affiliates is
5% or more of the then outstanding common stock of the Company, subject to certain adjustments and restrictions; and (ii)
provide customary arr
determines to dispose of any shares of our common stock in a public distribution.

ssistance to TAFE in selling its shares, including filing a registration statement with the SEC, if TAFE

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of
which was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 25, 2019.

2022 Proxy Statement

Annual Report to Stockholders

The Company’s 2021 Annual Report trr o its stockholders and Annual Report on Form 10-K for the year ended
December 31, 2021, including consolidated financial statements and schedule thereto, but excluding other exhibits, is
being furnished with this proxy statement to stockholders of record as of March 18, 2022.

Annual Report on Form 10-K

We will provide without charge a copy of our Annual Report filed on Form 10-K for the year ended December 31, 2021,
including the consolidated financial statements and schedule thereto, on the written request of the beneficial owner of any
shares of our common stock on March 18, 2022. The written request should be directed to: Corporate Secretary, AGCO
Corporation, 4205 River Green Parkway, Duluth, Georgia 30096.

Independent Registered Public
Accounting Firm

A representative of KPMG LLP, our independent registered public accounting firm for 2021, is expected to attend the
Annual Meeting and will have the opportunit
will be available to respond to appropriate questions from stockholders. The Audit Committee has appointed KPMG LLP as
our independent registered public accounting firm for 2022, subject to stockholder ratification.

y to make a statement if he or she desires to do so. The representative also

Stockholders’ Proposals

Any stockholder of the Company who wishes to present a proposal at the 2023 Annual Meeting of stockholders of the
Company, and who wishes to have such proposal included in the Company’s proxy statement and form of proxy for that
meeting, must deliver a copy of such proposal to the Company at its principal executive offices at 4205 River Green
Parkway, Duluth, Georgia 30096, Attention: Corporate Secretary,r no later than November 28, 2022; however, if next year’s
Annual Meeting of stockholders is held on a date more than 30 days before or afteff
Annual Meeting, any stockholder who wishes to have a proposal included in our proxy statement for that meeting must
deliver a copy of the proposal to the Company at a reasonable time before the proxy solicitation is made. We reserve the
right to decline to include in our proxy statement any stockholder’s proposal which does not comply with the advance
notice provisions of our By-Laws or the rules of the SEC for inclusion therein.

r the corresponding date of the 2022

Any stockholder of the Company who wishes to present a proposal at the 2023 Annual Meeting of stockholders of the
Company, but not have such proposal included in our proxy statement and form of proxy for that meeting, must deliver a
copy of such proposal to the Company at its principal executive offices at 4205 River Green Parkway, Duluth, Georgia
30096, Attention: Corporate Secretary no later than February 2rr
8, 2023 and otherwise in accordance with the advance
notice provisions of our By-Lyy aws or the persons appointed as proxies may exercise their discretionary vr
proposal is considered at the meeting. The advance notice provisions of our By-Laws
properly brought before a meeting by a stockholder, such stockholder must disclose certain
given the Company notice of such proposal in written form meeting the requirements of our By-Laws no later than 60 days
and no earlier than 90 days prior to the anniversary drr

ate of the immediately preceding Annual Meeting of stockholders.

provide that for a proposal to be

information and must have

oting authority if the

AGCO Corp.

Reconciliation of Non-GAAP Measures

The following is a reconciliation of reportedr
income from operations, net income and net income per share to adjusted
income from operations, net income and net income per share for the years ended December 31, 2021, 2020, 2019,
2018 and 2017 (in millions, except per share data).

Years Ended December 31,

2021

2020

2019

Income
from
Operations

Net
Income(1)

Net
Income
per
Share(1)

Income
from
Operations

Net
Income(1)(2)

Net
Income
per
Share(1)

Income
from
Operations

Net
Income(1)(2)

Net
Income
per
Share(1)(2)

$ 1,001.4 $ 897.0 $ 11.85 $ 599.7 $ 427.1 $

5.65 $ 348.1 $ 125.2 $

1.63

—

20.0

10.0

0.13

176.6

2.29

15.3

11.8

0.16

19.7

19.5

0.26

9.0

8.3

0.11

—

—
—

—

(123.4)
—

(1.63)
—

—

—
—

(32.5)

(0.43)

—

—
—

—
—
5.61 $ 533.7 $ 341.9 $

53.7
(21.8)

0.70
(0.28)
4.44

$ 1,016.7 $ 785.4 $ 10.38 $ 639.4 $ 424.2 $

As reported
Impairment
charges

Restructuring
expenses

Gain on sale of
investment in
affiliate
Deferred income
tax adjustments
Swiss tax reform
As adjusted

As reported
Restructuring expenses
Non-cash expense related to waived stock
compensation

Tax (benefit) provision associated with U.S.
tax reform
Extinguishment of debt
As adjusted

2018

Income
from
Operations
$ 489.0 $ 285.5 $

Net
Income(1)

12.0

—

—
—

8.7

—

(8.5)
24.5

$ 501.0 $ 310.2 $

Years Ended December 31,

Net
Income per
Share(1)

2017

Income
from
Operations

Net
Income(1)

3.58 $ 404.4 $ 186.4 $
0.11

11.2

8.8

Net
Income per
Share(1)(2)
2.32
0.11

—

4.8

0.06

—
(0.11)
—
0.31
3.89 $ 420.4 $ 242.0 $

42.0
—

0.52
—
3.02

(1) Net income and net income per share amounts are after tax.
(2) Rounding may impact summation of amounts.

The following is a reconciliation of net cash provided by operating activities to free cash flow for the years ended
December 31, 2021 and 2020 (in millions):

Net cash provided by operating activities
Less:
Capital expenditures
Free cash flow

2021

2020

660.2 $

896.5

(269.8)
390.4 $

(269.9)
626.6

The following table sets forth, for the year ended December 31, 2021, the impact to net sales of currency translation
(in millions, except percentages):

Years ended December 31,

Change due to currency translation

2021

2020

% change from 2020

11,138.3 $

9,149.7

21.7 % $

199.7

2.2 %

2022 Proxy Statement

Annual Report on
Form 10-K

[THIS PAGE INTENTIONALLY LEFT BLANK]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR

☐ 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
(State or other jurisdiction of incorporation or organization)
4205 River Green Parkway
Duluth, Georgia
(Address of principal executive offices)

58-1960019
(I.R.S. Employer Identification No.)

30096
(Zip Code)

(770) 813-9200
(Registrants telephone number, including area code)

Title of Class
Common stock

Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol
AGCO

Name of exchange on which registered
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in RulRR e 405 of the Securities Act. Yes ☒ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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
such reports), and (2) has been subject to such

of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to fileff
filing requirements for the past 90 days. Yes ☒ No o

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 ☒ No o

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. (Check one):

☒ Large accelerated filer
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

o Accelerated filer o Non-accelerated filer

☐

Smaller reporting
company

Emerging growth
company

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s

assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of AGCO Corporation’s Common Stock (based upon the closing sales price quoted on the New York Stock
Exchange) held by non-affiliates as of June 30, 2021 was approximately $8.2 billion. For this purpose, directors and officers and the entities that they
control have been assumed to be affiliates. As of February 22, 2022, 74,536,804 shares of AGCO Corporation’s Common Stock were outstanding.

Documents Incorporated by Reference

Portions of AGCO Corporation’s Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of

this Form 10-K.

[THIS PAGE INTENTIONALLY LEFT BLANK]

Item 1.

Business

PART I

AGCO Corporation was incorporated in Delaware in 1991. Unless otherwise indicated, all references in this Form

10-K to “AGCO,” “we,” “us” or the “Company”

General

include AGCO Corporat

ion and its subsidiaries.

We are a leading manufacturer and distributor of agricultural

equipment and related replacement parts throughout the

world. Our purpose is to provide farmer-focused solutions to sustainably feeff d our world. We sell a fulff
equipment, including tractors, combinem
implements, and grain storage and protein production systems. Our products are widely recognized in the agricultural
equipment industry and are marketed under a number of well-known brands, including: Challenger®, Fendt®, GSI®, Massey
Ferguson® and Valtra®, supported by our Fuse® precision agriculturet
solutions. We distribute most of our products through
approximately 3,200 independent dealers and distributors in approximately 140 countries. We also provide retail and wholesale
financing through our finance joint ventures

s, self-propelled sprayers, hay tools, forage equipment, seeding and tillage equipment,

with Coöperatieve Rabobank U.A., which we refer to as “Rabobank.”

l range of agricultural

Products

The following tabla e sets forth

a description of the Company’s more significant products and their percentage of

net sales:

Product

Tractors

Replacement Parts

Product Description

• High horsepower tractors (140 to 650 horsepower); typically used on large acreage farms,
primarily for row crop production, soil cultivation, planting, land leveling, seeding and
commercial hay operations

• Utility tractors (40 to 130 horsepower); typically used on small- and medium-sized farms and in

specialty agricultural industries, including dairy, livestock, orchards and vineyards

• Compact tractors (under 40 horsepower); typically used on small farms and specialty agricultural

industries, as well as for landscaping, equestrian and residential uses

• Replacement parts for all of the products we sell, including products no longer in production.

Most of our products can be economically maintained with parts and service for a period of ten to
20 years. Our parts inventories are maintained and distributed through a network of master and
regional warehouses throughout North America, South America, Europe, Africa, China and
Australia in order to provide timely response to customer demand for replacement parts

Grain Storage and
Protein Production
Systems

• Grain storage bins and related drying and handling equipment systems; seed-processing systems;

swine and poultry feed storage and delivery, ventilation and watering systems; and egg production
systems and broiler production equipment

Hay Tools and Forage
Equipment, Planters,
Implements & Other
Equipment

• Round and rectangular balers, loader wagons, self-propelled windrowers, forage harvesters, disc

mowers, spreaders, rakes, tedders, and mower conditioners; used for the harvesting and packaging
of vegetative feeds used in the cattle, dairy, horse and renewable fuel industries

• Planters and other planting equipment (including retrofit equipment); used to plant seeds and
apply fertilizer in the field, typically used for row crops, including planting technologies that
cover the areas of monitoring and measurement, liquid control and delivery, meter accuracy and
seed delivery

• Implements, including disc harrows, which cut through crop residue, leveling seed beds and
mixing chemicals with the soils; heavy tillage, which break up soil and mix crop residue into
topsoil, with or without prior discing; field cultivators, which prepare a smooth seed bed and
destroy weeds; and drills, which are primarily used for small grain seeding

• Other equipment, including loaders; used for a variety of tasks, including lifting and transporting

hay crops

Percentage of Net Sales

2021(1)
57 %

2020

57 %

2019(1)
57 %

15 %

16 %

15 %

10 %

11 %

12 %

11 %

10 %

Combines

• Combines, sold with a variety of threshing technologies and complemented by a variety of crop-
harvesting heads; typically used in harvesting grain crops such as corn, wheat, soybeans and rice

4 %

3 %

Application Equipment

• Self-propelled, three- and four-wheeled vehicles and related equipment; for use in the application

3 %

of liquid and dry fertilizers and crop protection chemicals both prior to planting crops (“pre-
emergence”) and after crops emerge from the ground (“post-emergence”)

____________________________________
(1) The summation of these individual percentages does not total due to rounding.

Precision Agriculture

We offer solutions to the farmer to optimize farming performance, while improving ease of use. We provide telemetry-

m
ers improve

based fleet management tools, including remote monitoring and diagnostics, which help farmff
yield optimization, mixed fleff et optimization and decision support, with critical data privacy choices and convenient mobile
tools that offer access to data and information. These products ultimately result in reduced waste and increased profitabila
the farmer as well as help to enable sustainable farff ming. In addition, our precision agriculture solutions are based on
connectivity, automation and digitalization and include satellite-based steering, field data collection, product self-adjustment
and yield-mapping.
a
their planting, liquid appl
agriculture solutions support our products, brands and the aftermarket with a comprehensive and customizablea
solutions, enabling farmers to make individual, data-based decisions in order to reducedd
and profitabila
products. We believe that these products and related devices are highly valued by professional farmers globally and are integral
to the current and futurett

Our Precision Planting® brand provides retrofit solutions to upgrade farmer's existing equipment to improve
ication and harvest operations, resulting in yield and cost optimization. Our Fuse® and other precision
a

ity. These technologies are both developed internally or sourced from third parties and integrated into our

growth of our equipment sales and revenues.

costs and maximize efficiency, yields

uptime, machine and

suite of

ity forff

Market Conditions

Demand for agricultural equipment is cyclical, influenced by, among other things, farm income, farm land values, crop

yields, weather conditions, the demand for agricultural
conditions, and government policies and subsidie
volatility in the global economy, including employment disruptions, supply chain constraints and logistics interruptions.
Elevated agricultural commodity prices have supported favorable farff m economics resulting in farmers upgrading and replacing
aging fleets. These improved conditions generated growth in industry equipment demand across all the majora
markets in 2021. Futurett
chain and logistics disruptions, farmer economics are healthy and continue to bolster market demand.

t
s. The COVID-19 pandemic and other economic factors continue to create

demand for agricultural equipment will be influenced by the factors noted above

commodities, commodity and protein prices and general economic

equipment
. Despite global supply

2021 Compared to 2020 Financial Highlights

Net income attributablea

to AGCO Corporat

ion and subsidiaries forff

2021 was $897.0 million, or $11.85 per diluted

share, compared to $427.1 million, or $5.65 per diluted share for 2020.

Net sales for 2021 were approximately $11,138.3 million, or 21.7% higher than 2020, primarily dued

to improved

market demand. Net sales were impacted by extended COVID-related production shutdowns in both Europe and South America
during the firff st half of 2020. Income fromff
The increase in income fromff
positive
pricing impacts and a favff orable sales mix that offset substantial inflationary cost pressures. Net income per diluted share was
also favorably impacted by the reversal of valuation allowances previously establia
shed against our deferred tax assets in both
the United States and Brazil during 2021. See “Financial Highlights” under Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” for additional information.

operations was $1,001.4 million in 2021 compared to $599.7 million in 2020.

operations in 2021 was primarily the result of improved

margins, which benefited fromff

Competition

The agricultural

industry is highly competitive. We compete with several large national and international fulff

l-line
with differing manufacturing and marketing methods.

suppliers, as well as numerous short-line and specialty manufacturers
Our two principal competm itors on a worldwide basis are Deere & Company and CNH Industrial N.V. We have regional
competm itors around the world that have significant market share in a single country or a group of countries.

We believe several key factors influence a buyer’s choice of farff m equipment, including the strength and quality of

a company’s dealers, the quality and pricing of products, dealer or brand loyalty,t product availability, terms of financing and
customer service. See “Marketing and Distribution” for additional information.

Marketing and Distribution

Dealers and Distributors

We distribute products primarily through a network of independent dealers and distributors. Our dealers are

responsible for retail sales of equipment to end users and after-sales service and support. Our distributors may sell our
product through networks of dealers supported by the distributors, and our distributors also may directly market our products

and provide customer service support. Our sales are not dependent on any specific dealer, distributor or group of dealers.
In some countries, we utilize associates and licensees to provide a distribution channel for our products and a source of low-cost
production for certain products.

Geographical Region
Europe ..................................................................................................

North America......................................................................................
South America......................................................................................
Rest of World (2)....................................................................................

____________________________________
(1) The summation of these individual percentages may not total due to rounding.
(2) Consists of approximately 60 countries in Africa, the Middle East, Australia and Asia.

Dealer Support and Supervision

Independent Dealers
and Distributors
2021
725

1,810
250
415

Percent of Net Sales(1)
2019
2020
2021

54 %

24 %
12 %
10 %

57 %

24 %
9 %
10 %

58 %

24 %
9 %
9 %

We believe that one of the most important criteria affecting a farmff

er’s decision to purchase a particular brand of

equipment is the quality of the dealer who sells and services the equipment. We support
quality of our dealer network. We monitor each dealer’s performance and profitability and establia
continuous dealer improvement. Our dealers generally have sales territories for which they are responsible.

our dealers in order to improve the
sh programs that focff us on

We believe that our ability to offer our dealers a fulff

l product line of agricultural equipment and related replacement

parts, as well as our digital tools to support
and increase the competitiveness of our dealer network. We also maintain dealer advisory groups to obtain dealer feedback on
our operations.

the dealer's sales, marketing, warranty and servicing efforts, helps ensure the vitality

We provide our dealers with volume sales incentives, demonstration programs and other advertising support
sales. We design our sales programs, including retail financing incentives, and our policies for maintaining parts and service
availability with extensive product warranties to enhance our dealers’ competitive position.

to assist

Resources

Manufacturingii

and Assemblyll

We manufacture and assemble our products in 42 locations worldwide, including four locations where we operate joint
Our locations are intended to optimize capac

ventures.
t
manufacturing resources with externally-sourced machinery, components and/or replacement parts to enablea
costs, inventory levels and our supply
needs for the foreseeablea

future. Refer to Item 2, “Properties,” for a listing of our principal manufacturing

ity, technology and local costs. Furthermore, we continue to balance our
us to better control

of components. We believe that our manufacturing facilities are sufficient to meet our

locations.

Our AGCO Power division produces diesel engines, gears and generating sets. The diesel engines are manufactured
for use in a portion of our tractors, combines and sprayers, and also are sold to third parties. AGCO Power specializes in the
manufacturing of off-road engines in the 75 to 600 horsepower range.

Components and Third-PartyPP

Supplie

We externally source some of our machinery, components

and replacement parts from third-party suppliers.

Our production strategy is intended to optimize our research and development and capia tal investment requirements and to allow
us greater flexibility to respond to changes in market conditions.

We purchase some fulff

tractors from Tractors and Farm Equipment Limited (“TAFE”), Carraro S.p.A.
and Iseki & Company, Limited. We also purchase other tractors, implem ments and hay and forage equipment from various third-
party suppliers. Refer to Note 14 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and
Supplementary Data,” for further discussion of our relationship with TAFE.

ly-manufactured

In addition to the purchase of machinery, third-party suppliers supply us with significant component

s used in our

manufacturing operations. We select third-party suppliers that we believe are low cost and high quality and possess the most
appropriate technology.

We also assist in the development of these products or component

parts based upon

our own design requirements.

Our past experience with outside suppli
disruptions for several key component

s such as the global semiconductor shortage.

ers generally has been favorable, although in 2021, we experienced supply chain

Intellell ctual Property

We own and have licenses to the rights under a numberm of domestic and foreign patents, trademarks, trade names
and brand names relating to our products and businesses. We defend our patent, trademark and trade and brand name rights
primarily by monitoring competitors’ machines and industry publications and conducting other investigative work. We consider
our intellectual
businesses. However, we do not believe we are dependent on any single patent or group of patents, although several of our trade
and brand names are internationally recognized and are vital to our operations. We intend to maintain the separate strengths and
identities of our core brand names and product lines.

property rights, including our right to use our trade and brand names, important in the operation of our

Engine

ering an

nd Research

We make significant expenditures forff

engineering and applied research to improve the quality at

nd performance of our

products, to develop new products and to complym with government safety at

nd engine emissions regulations.

Wholesale Financing,n Sales Terms and Accounts Receivable Sll

aleSS

s Aee

greement

Primarily in the United States and Canada, we engage in the standard industry practice of providing dealers with floor

equipment for extended periods, generally through our AGCO Finance joint

The terms of our wholesale finff ance agreements with our dealers vary by region and product line, with fixeff

plan payment terms for their inventories of farmff
t
ventures.
schedules on all sales, generally ranging from one to 12 months. In the United States and Canada, dealers typically are not
required to make an initial down payment, and our terms allow for an interest-free period generally ranging from one to
12 months, depending on the product. Amounts due from sales to dealers in the United States and Canada are immediately dued
upon a retail sale of the underlying equipment by the dealer, with the exception of sales of grain storage and protein production
systems, as discussed furthe
r below. If not previously paid by the dealer, installment payments generally are required beginning
after the interest-free period with the remaining outstanding equipment balance generally due within 12 months after shipment.
In limited circumstances, we provide sales terms, and in some cases, interest-free periods that are longer than 12 months for
certain products. These typically are specified programs, predominantly in the United States and Canada, where interest is
the preceding
r a period of up to 24 months, depending on various factors including dealers' sales volumes during
charged afteff
year. We also provide financing to dealers on used equipment accepted in trade. We generally obtain a security interest in the
new and used equipment we finance.

d payment

Typically, sales terms outside the United States and Canada are of a shorter duration, generally ranging from 30 to

180 days. In many cases, we retain a security interest in the equipment sold on extended terms. In certain international markets,
our sales often are backed by letters of credit or credit insurance.

Sales of grain storage and protein production systems both in the United States and in other countries generally are
within 30 days of shipment. In certain countries, sales of such systems forff which we are responsible for construction or

payablea
installation may be contingent upon customer acceptance. Payment terms vary by market and product, with fixeff
schedules on all sales. When we are responsible for installation services, fixed payment schedules may include upfront deposits,
progress payments and final payment upon customer acceptance.

d payment

We have accounts receivablea

sales agreements that permit transferring, on an ongoing basis, a majoa rity of our

s in North America, Europe and Brazil to our AGCO Finance joint ventures

wholesale receivablea
Europe and Brazil. Upon transfer, the wholesale receivables maintain standard payment terms, including required regular
principal payments on amounts outstanding and interest charges at market rates. Qualified dealers may obtain additional
financing through our U.S., Canadian, European and Brazilian finaff
In addition, our AGCO Finance joint ventures
Australia. We also sell certain trade receivables under factoring arrangements to other third-party financial instituti
the world, and we account for the sale of such receivablea

may provide wholesale finff ancing directly to dealers in Europe, Brazil and

nce joint ventures at the joint ventures’

s as off-balance sheet transactions.

discretion.

in the United States, Canada,

ons around

Retail Financingii

Our AGCO Finance joint ventures
overall profitability, the AGCO Finance joint ventures
prevailing market conditions. Our finaff
Australia and are owned by AGCO and by a wholly-owned subsidiary of Rabobank. Refer to “Finance Joint Ventures” within
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further information.

offer financing to most of the end users of our products. Besides contributing to our
enhance our sales efforts by tailoring retail finance programs to

nce joint ventures are located in the United States, Canada, Europe, Brazil, Argentina and

In addition, Rabobank

is the primary lender with respect to our credit facff

ility and our senior term loan, as are more

fully described in “Liquidity and Capital Resources” within Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” Our historical relationship with Rabobank has been strong, and we anticipate its
continued long-term support of our business.

Seasonality

Generally, retail sales by dealers to farmers are highly seasonal and largely are a func

tion of the timing of the planting

and harvesting seasons. To the extent possible, we attemptm to ship products to our dealers and distributors on a level basis
throughout the year to reducedd
the effect of seasonal retail demands on our manufacturing operations and to minimize our
investment in inventory. Our financing requirements are subject to variations due to seasonal changes in working capia tal levels,
which typically increase in the first half of the year and then decrease in the second half of the year. The fourt
typically a period for higher retail sales because of our customers’ year-end tax planning considerations, the increase in the
availability of funds from completed harvests and the timing of dealer incentives.

h quarter is also

Environmental Matters and Regulation

We are subjeb ct to environmental laws and regulations concerning emissions to the air, discharges of processed or other
types of wastewater, and the generation, handling, storage, transportation, treatment and disposal of waste materials. These laws
and regulations are constantly changing, and the effects that they may have on us in the futurett
predict. We attempt to comply with all appl
expense or liability we may incur in connection with noncomplim ance with laws or regulations or the cleanup of any of our
properties will not have a materially adverse effect on us.

icable environmental, health and safety laws and regulations. We believe that any

are impossible to accurately

The engines manufactured

by our AGCO Power division, which specializes in the manufacturing of non-road engines

emissions requirements through the introduction of new technology to our engines and

in the 75 to 600 horsepower range, currently complym with emissions standards and related requirements set by European,
Brazilian and U.S. regulatory authorities, including both the United States Environmental Protection Agency and various state
authorities. We expect to meet future
exhaust after-treatment systems, as necessary. In some markets, such as the United States, we must obtain governmental
environmental approval
may not be obtainablea
ct to air quality
standards, and production at our facilities and sales of our products could be impaired if AGCO Power and these suppli
unable to timely respond to any changes in environmental laws and regulations affecting engine emissions, including the
emissions of greenhouse gases (“GHG”). Compliance with environmental and safety regulations has added, and will continue to
add, to the cost of our products and increase the capital-intensive nature of our business.

s in order to import our products, and these approvals can be difficult or time-consuming to obtain or
at all. For example, our AGCO Power division and our engine suppliers are subjeu

ers are

Cybersecurity

and governed around the National Institute of Standards and Technology (“NIST”)

sh a Cybersecurity Council comprised of members of our senior management team
h to cybersecurity. Our formal

As part of its risk oversight role, our Audit Committee oversees cyber risk, information security and technology risk,
including management’s actions to identify, assess, mitigate and remediate material cybersecurity issues and risks. The Audit
Committee receives two formal reports during
each fiscal year from our Chief Information Security Officer as well as our Chief
Information Officer on our technology and cyber risk profile, enterprise cybersecurity program and key enterprise cybersecurity
activities. During 2022, we plan to establia
who will be regularly briefed on cybersecurity matters and provide input to our overall approac
cybersecurity program is structured
Cybersecurity Framework, as well as other global standards and best practices. We have a cybersecurity incident response plan
in place that provides a documented framework for handling high severity security incidents and includes faci
coordination across multiple func
lities with respect to cybersecurity. We routinely perform
and government forums to strive to improve our overall capabi
reviews of threat intelligence and vulnerabila
ities, while performing simulations and drills at both
technical and management levels. We incorporate external expertise in all aspects of our program utilizing best practice
guidance from third-party cybersecurity advisors to provide objective assessments of our capabila
ities. We maintain a cyber and
internet security and privacy liabia lity insurance coverage. We also ensure that we have policies and practices in place to address
data privacy regulations. Our cybersecurity program is reviewed and assessed by external information security specialists or by
our internal audit group at least annually, with forma
l reporting of such assessments provided to the Audit Committee. Last, we
conduct annual cybersecurity awareness training for employees and targeted training for high-risk functions of the Company.
We also conduct phishing exercises and correlated educad

tions of the Company. We invest in threat intelligence and are active participants in industry

tion with our employees.

ity management capaa bila

litated

Regulation and Government Policy

Domestic and foreign political developments and government regulations and policies directly affect the agricultural

industry and both directly and indirectly affecff
The application, modification or adoption of laws, regulations or policies could have an adverse effect on our business.

equipment business in the United States and abroad.

t the agricultural

We have manufacturing facilities or other physical presence in approxi
approximately 140 countries. This subjects us to a range of trade, product, forei
and regulations, in addition to the environmental regulations discussed previously, in a significant number of jurisdictions.
ive
Many jurisdictions and a variety of laws regulate the contractual relationships with our dealers. These laws impose substant
standards on the relationships between us and our dealers, including events of default, grounds for termination, non-renewal of
dealer contracts and equipment repurchase requirements. Such laws could adversely affect our ability to terminate our dealers.

mately 32 countries and sell our products in
gn exchange, employment, tax and other laws

In addition, each of the jurisdictions within which we operate or sell products has an important interest in the success

of its agricultural
active political involvement in the agricultural

industry and the consistency of the availabila

ity of reasonably priced food

sources. These interests result in

industry, which, in turn, can impact our business in a variety of ways.

Sustainability

Our products span the entire crop cycle, from seeding to storage. We support our farmer customers with high-quality,
ity is

smart tools and exceptional customer experience to grow their operations profitably and sustainably. Corporate sustainabila
a core business imperative that underpins our strategy to build a more valuable enterprise through long-term economic, social
u
and environmental sustainabila
provide farmer-focused solutions to sustainablya
feed our world. We see opportunities in every aspect of our agricultural value
chain to address many of today’s most significff ant challenges, including food security, farmer livelihood and resource
effiff ciency. AGCO succeeds when our farmers succeed, and ensuring the sustainabila
their long-term productivity.

of our key stakeholders and communities. This aligns with our purpose to

ers’ operations is essential to

ity initiatives in support

f farmff

ity ot

We are committed to accelerating progress in integrating sustainabila

ity into the design, manufacturing and distribution

solutions across all of our brands and geographic

al regions. There are many ways we can contribute to

of smart agricultural
sustainabila

ity in agriculture,

as well as inside our own operations, as further highlighted below.

Our Planet

Farming is deeply vulnerablea

drought in some regions and flooding in others, rising average temperatures, and other challenges. Climate change affecff
where we work and live, fueled by GHGs, particularly carbon dioxide. Farmers can play a vital role in the critical challenge of

to the effects of climate change, which can include extreme weather events such as
ts

reducing GHGs. More than a fifff thff
usage is attributable to agriculture and the foodff

industries.

of the world’s emissions come from the foodff

sector, and almost a third of the world’s energy

Climate Change

Climate change is a significant topic of discussion and will generate regulatory responses in the U.S. and around the

world. It is impracticable to predict with any certainty the impact on our business of climate change or the regulatory responses
to it, although we recognize that they are likely to be significant. It is too soon for us to predict with any certainty the ultimate
impact of additional regulation, either directionally or quantitatively, on our overall business, results of operations or financial
condition.

During 2021, we assessed climate risks related to AGCO by conducting our first scenario analysis based on guidance

set forth in the recommendations from the Task Force on Climate-Related Financial Disclosures (“TCFD”), as well as other
published frameworks. We believe the TCFD recommended disclosures are an important component
program efforts, given the increasing focus by our shareholders, our executive leadership and employees, as well as our
customers on climate change and its impacts. We therefore have begun to incorporate the framework into our sustainability
program and are working towards addressing the recommendations within the framework that most materially impacts us, while
increasing our preparedness for potential physical and transitional impacts associated with climate change risks.

in our sustainability

In order to enhance our sustainability efforts,

we began benchmarking ourselves against our industry peers, by

gathering stakeholders and subject matter experts across various functions within our company, in order to compile a list of
potential and prioritized climate change risks and opportunities. We then conducted a scenario analysis using two scenarios to
qualitatively and quantitatively assess the strategic and financial impacts of such risks, as well as their potential likelihood.
After risks and opportunities were ranked with respect to risk exposure, we held further discussions with subject matter experts
within our company to determine preparedness and mitigation steps for such prioritized risks, as well as strategies with respect
to potential business opportunities. Risks identified included, but were not limited to, market demand forff
technological innovation (i.e. lower carbon, energy efficff
Identified possible opportunities ranged fromff
services, development of new emerging markets and partnerships and resilience planning.

ient solutions), reputation, and government policy and legal constraints.
iency, energy source alternatives, development of new products and

resource efficff

our products,

We anticipate climate-related physical risks affecting our customers to drive the highest impacts to our future business,

including ultimate potential impact to our revenue growth and business operations overall. With our farmer-first strategy, we
aim to drive success in partnership with our farmer customers, given they are affected first
hand by climate change impacts.
The agricultural industry is currently responsible for a large proportion of global GHG emissions. Farmers can potentially play
greenhouse gas emissions through carbon sequestration. In pursuit of identified potential
a pivotal role in reducing agricultural
opportunities, our existing and future
investments in precision agricultural technologies, on-site renewable energy, energy
efficient projects, as well as research and development (“R&D”) activities focused on automation, robotics, electrification and
future alternative fuels provide significant prospects to capitalize on climate-related opportunit
approximately 4% of our net sales with respect to R&D activities, and we are prioritizing and advancing those projects that
target these specific areas as further discussed below.

ies. We currently spend

We believe the objectives resulting from our 2021 assessment provide us with a better understanding on how to
position AGCO to build resilience to changing climate conditions, but to emerge as a strong partner to our customers and
stakeholders in creating futurett
combat climate-related impacts. Please also refer to “Environmental Risks” within Item 1A, “Risk Factors” for further
information. We also publish further reporting on our corporate website at www.agcocorp.com under the heading
“Our Commitment” with respect to climate risks and other sustainability program efforts.

value for our business and farmer customers, while also contributing towards global efforts to

Decarbonizing our Operations and Productstt

Our current product offerings of tractors and implem ments reduce fossi

l fueff

l consumption and GHG emissions

ient, or that provides alternative routes to low or zero-emission farming. Our aspiration is zero

compared to equipment of the past. The most direct and immediate way to support farmers in reducing GHGs is to provide
equipment that is more fuel efficff
carbr on emissions. Solutions are being developed to provide an all-electric tractor, which is in the advanced pilot stage and
commercial launch in the next few years. This tractor has the potential to be especially useful in the livestock,
targeted forff
specialty crop and municipality at
ications. Our engineering teams also are developing a prototype
a
free, hydrogen-based fuel cell technology as well as experimenting and researching tractors that runrr
d emission fuels. Our product development has been focuse
gas, which are carbon-neutral or reduced

tractor powered by carbon-
on biomethane and natural
d on reducing tractor fuel

ppl

consumption without compromising performance, such as through the efficiency of our continuously variable transmissions
(“CVT”s).

We also are researching ways to limit the emission of nitrogen oxides (“NOx”), gases that at high levels can be
harmful to the environment and human health. We are committed in the near term to improve the efficiency of vehicles that rely
on internal combustion engines. Our AGCO engines are Tier 4 compliant in the United States and Stage V compliant in Europe.
We were one of the first in our industry to adopt Selective Catalytic Reduction (“SCR”) technology SCR systems are highly
efficient at treating engine-out exhaust and significantly reduce NOx emissions as well as carbon release.

Building a more circular economy is a win-win for farmers and the environment. It saves farmers money by

repurposing and extending the life cycle of their existing equipment, but also reduces the use of precious resources and raw
materials in manufacturing.
move farms towards a circular economy, through our remanufactured product lines. Remanufacturing
preserving practices with energy, emission and waste savings. Across our brands many of our components in our tractors, from
t
electronics to engines to hydraulics, are availablea

The reuse of manufactured items is a cornerstone of sustainability. We have been active in helping

items with warranties.

promotes resource-

as remanufactured

We are committed to achieving highly sustainable manufacturing

t
renewable electricity through regional and market-specific opportunit
photovoltaic systems at a number of our facilities and are adding them to other locations. We also are increasing the use of
biodiesel in our processes, applying energy and heat recovery technologies, and using biomass-based heating solutions, among
other efforts.

operations by working to increase the use of
ies, such as green supply contracts. We have on-site solar

We also are integrating sustainability into the way we manage our procurement processes. We are working closely
through the use of sustainability audits and sharing practices.

ers to assess and advance joint sustainability efforts

u
with suppli
We encourage innovation and collaborative efforts
ff
suppliers and have also established a supplier sustainability and resiliency awards program.

by hosting workshops that focus on the topic of sustainability with our

Our Farmersrr

Advancing Soil Health att

nd Soil-carbon Sequestration

Everything we do revolves around what we can do for farmers, and we are committed to be an innovation leader in
Improving soil health using practices such as cover crops, no-till farming, controlled traffic farming,

sustainable agriculture.
residue management and managing soil compaction all contribute positively to mitigating climate change. Sequestering carbon
into agricultural soils and boosting crop yields is a naturat
l positive outcome for both the farff mer and the environment. We aim to
provide smart products that allow for reduced inputs while supporting carbon sequestration. Over the past several years we have
invested in both demonstration farms and agronomy research to test and demonstrate the latest technologies that support core
agronomy principles. We are expanding these initiatives towards more sustainability trials including crop covering, herbicide
reduction by mechanical weed control and variablea
ff
agriculture solutions sold through our FUSE® and Precision Planting® brands that support soil health and reduction of the use of
chemical inputs. Our FUSE® solutions help to deliver connectivity across an entire fleet of equipment to enablea
precision agriculture;
tt
machine optimization to favorablya
elements of the planting cycle with products with products that optimize soil preparation, seed placement, fertilization and
weeding. Precision Planting® products help to minimize soil disturbance and maximize germination, while optimizing feed and
organic matter and moisture,
fertilizer rates. Farmers are able to monitor soil conditions in real time, including levels of carbon,
as well as integrate satellite data and advance soil modeling tools to make informed and better planting decisions.

and accelerate
specifically, by optimizing nutrient and pest control use efficiency, as well as managing compaction and

impact yields and the environment. Our Precision Planting® technologies address all

ilization. We have new products that feaff

rate nitrogen fert

ture precision

Smarter interconnected equipment and the abila

ng sustainabila
and improved profitability. Our FUSE® technologies allow for integration of data coming in from sensors on our equipment
which can be integrated into networks that monitor how the equipment is functioning as well as crop and field conditions.
Changing climate, legal requirements and labor shortages are significant challenges forff
solution provides software tools forff
equipment performance, so that managers can adjust the equipment and processes in real time to optimize workflow and correct
problems.

farmers worldwide. Our FendtONE®
planning and optimizing farm work processes. On-board diagnostics provide insights into

ity to gather, analyze and leverage data enables farmi

ityt

Animal Welfareff

in Food Production

As farmers look for ways to productively raise more animals to meet rising global demands for animal protein, they
. AGCO actively participates in
ers

also want to ensure they are raising healthy animals and doing more to protect animal welfareff
efforts to advance industry standards and academic research in animal welfare. We offer a range of products that help farmff
monitor, control and accurately report environmental conditions around animals, facilitating practices that reducedd
discomfort and disease, and promoting good nutrition and normal animal behavior. Our products include aviary climate-control,
housing, biosecurity, feeding and watering systems aimed at protecting animal welfare for poultry and egg production farms.
These systems provide hens and chicks the freedom of movement along with automated watering, feeding, egg collection,
ventilation and cleaning capabil
throughout the barn measuring temperature,
welfare and other problems. Digitalization of the farff m not only provides valuable insight to inform product and service
evolution to the farff mer, but it also provides food
animal welfare seeks to align with the fivff e domains of animal welfare, covering nutrition, environment, health, behavior and the
mental and emotional state of the animal. We continue to develop our future strategies around the design, engineering and
manufacturing of industry-leading protein solutions, building upon our advanced aviary systems, precision-feeding systems and
organic sheds.

a robot that moves
air quality, light and noise, enlisting artificial intelligence to spot potential health,

ities. We also recently acquired a company that develops and manufactures

transparencies that consumers care about. The foundati

on to our approach to

stress,

Our People all

nd our Communitiii es

We foster a culture centered around a simplem , clear purpose: farmer-focused solutions to sustainably feeff d our world.

Our goal is for every AGCO employee to feel connected to that purpose, as well as to each other, and to act in accordance with
our core values of transparency, respect, accountabila
feel rewarding, meaningful, supportive and safe – and that if it does, the results will translate to positive outcomes for farmers,
our planet and our success.

ity, integrity and team spirit. We believe that working at AGCO should

As a farmff

er-focused, purpose-driven company, we keenly feeff

l the value of community, and we look for ways to

contribute to the many communities in which we operate. We launched the AGCO Agriculture Foundation (“AAF”) during
2018, as a reaffirmation of our dedication to support farmers as they strive to feed the world. The AAF also demonstrates our
support of specific United Nations Sustainable Development Goals aimed at preventing and relieving global hunger, and
providing farmer-centric support to farming communities. AAF supports non-profit organizations with projects that contribute
to zero hunger, help to build agricultural
communities.

and provide development programs for farmers and their farming

infrastructure,

shed a sustainability council, which is an executive-level group charged with driving

We believe that a successful sustainability strategy is possible only if supported by sound corporate governance.
We are working to further integrate sustainability oversight across our organization as well as management processes and
systems. During 2021, we establia
implem mentation of sustainability policies and initiatives across significff ant businesses, locations and functions. The council
monitors sustainability-related operational risks, opportunit
ies and progress and assists with the removal of any barriers of
integrating sustainability into our business. The council is supported by a global sustainability core team who ensure
implem mentation of the council’s decisions and who execute initiatives and programs. “Green leaders” within the core team
champion sustainability, drive knowledge and encourage the sharing of best practices throughout the business, providing
expertise to sustainability workstreams and day-to-day operations.

Employee Health,tt Safety and Well-Being

Safety is a top priority at AGCO, and we want to ensure that all of our workplaces protect the health and safety of our
es, as well as prevent long-term occupational health risks. We conduct occupational risk assessments regularly,

employe
m
leveraging our long-term shop floor experience, and are targeting improvement in our accident incident rates in our facilities.
During 2021, we refreshed and started to embed a new enterprise-wide model to advance our culturett
upon the success of our current health and safety program that was launched in 2014.

of health and safety, built

For additional information on our sustainabila

ity efforts and reporting, refer to the “Sustainabila

ity” section on our

website located under “Our Commitment.”

Human Capital

We have approximately 23,300 employees worldwide, who are guided by our Company’s clear purpose – Farmer-

focused solutions to sustainably feedff

our world. We are committed to foste

ring a diverse and inclusive workplace that attracts

and retains exceptional talent. Through ongoing talent development, comprehe
health, safety and employee well-being, we strive to help our employe
work.

m
nsive compensat

m
ion and benefits, and a focus
es in all aspects of their lives so they can do their best

ees are further guided by our global Code of Conduct, which builds on the foundation of our embedded core

Employm
values: Integrity, Trust,
mechanism for the receipt, retention and treatment of complaints or concerns regarding accounting or other possible violations
of our global Code of Conduct.

ity. We also maintain a global and anonymous reporting

Respect, Team Spirit and Accountabila

While fluff ctuat

ions may occur within our workforce from time to time, we track and attempt to manage our attrition
rates, while also ensuring that key positions critical to our performance our appropriately staffed. We also analyze employee
departure data so that we can continually improve upon the employe
e experience. During 2021, our employee turnover rate
m
related to voluntary terminations was approximately 7.7% as comparem

d to 5.3% in 2020.

Unions, Collective

ii
Bargaining

Agreements and Work Councils

Of our worldwide employees, approximately 5,000 are located in the United States and Canada. Many of our global

manufacturing employees, and some other employees, are represented by unions and works councils, and a significant number
of our employe
m
renegotiated in connection with renewals. We currently do not expect any significant difficulties in renewing these agreements.

es are subject to collective bargaining agreements that typically are for terms of three to fiveff

years and are

Some examples of key programs and initiatives that we are focused on to enable us to attract, retain and develop our

diverse workforce are described below:

ll
Talent

To facilitate talent attraction and retention, we strive to make AGCO an inclusive and safe workplace, with

opportunities for our employe
and wellness programs, and by platforms that build connections between our employees and their communities.

es to grow and develop in their careers, supported by strong compensation, benefits and health

Over the past year, our employees have complem ted online, self-directed instructor-led courses across a broad range of

categories – leadership, inclusion and diversity, professional skills, technical competm encies and complim ance. Compliance
training includes education in AGCO's culture and values and compliance with our global Code of Conduct, which, in turn,
includes compliance with anti-bribery/corruption laws and policies, complim ance with data privacy and cybersecurity protocols,
conflicts of interest, discrimination and workplace harassment policies and sexual harassment policies. We are deeply
committed to identifying and developing the next generation of top-tier leadership with a special focff us on diverse and
technologically innovative talent. We conduct annual in-depth talent and succession reviews with our senior leadership team
that focff us on accelerating talent development, strengthening succession pipelines, and advancing diversity r
epresentation for
our most critical roles. This analysis will be reviewed by our Board's Talent and Compensation Committee in 2022.
Furthermore, we have a performance management process that includes annual goal setting, mid-year reviews and annual
performance apprai
a culturett

sals. Both employees and managers play an active part in our performance management process, promoting

rs employee development.

of accountabila

ity that foste

Rewardsdd

We regularly review surveys of market rates for jobs to ensure our compensation practices are competitive.
We continue to strive to offer a variety of working arrangements, including flexible schedules, telecommuting and job sharing,
to help employees manage work and life balance.

We are committed to providing total rewards that are market-competitive and performance-based, driving innovation
ion programs, practices, and policies reflect our commitment to reward short- and

and operational excellence. Our compensat
long-term performance that aligns with, and drives stockholder value. Total direct compensat
a competitive range of the market median, with differentiation based on tenure, skills, proficiency, and performance to attract
and retain key talent. In addition to salaries, our compensation programs include annual incentive bonuses, stock awards, and
participation in various retirement savings plans, dependent upon the position and level of employee, and the countries in which
we operate. We also invest in talent development initiatives to support
u
including learning management and leadership programs targeted towards female and minority populations.

the ongoing career development of all employees,

ion is generally positioned within

Health, WellnWW ess and SafSS etff ytt

We are also committed to the health, safety and wellness of our employees, striving to “work safe, every day, every
way.” As previously discussed, our health and safety program focff uses on risk reduction and safetff y management systems that
promote preventative measures. In addition, in response to the COVID-19 pandemic, we have implem mented and continue to
implem ment significant changes that we have determined were in the best interest of our employees, as well as the communities
employees
in which we operate, and which comply with government regulations. Safety ptt
who are required to work onsite, including partitioning screens in factories and enhanced cleaning and sanitation practices.
For employees that can work from home, we have deployed new technologies to strengthen virtual
connectivity across the
globe.

rotocols continue to be in place forff

Diversity

We believe that our employe

es’ unique and diverse capaa bila

ities positively impact our success. While durid

ng 2021 we

faced numerous external and internal challenges in light of the global pandemic, we were ablea
Diversity, Equity and Inclusion (“DE&I”) initiatives. We demonstrated our commitment in this regard by creating the role of
global director of DE&I. This role’s exclusive responsibility is to serve as the catalyst that drives our progressive DE&I
footprint and best-in-class performance. During 2021, we also developed and implemented training resources to ensure
consistency in inclusion awareness and anti-bias principles from our executive team to the shop floor.

tively advance our

to effecff

Our commitment to diversity att

nd inclusion starts at the top with a highly skilled and diverse board. Three of our ten

board members are women. Women represent approximately 12% of our full-time executive positions at the senior vice
president and vice president levels, and approximately 18% of our overall fulff
been nationally recognized in the United States as a femff
percentage of female representation in our full time management-level employee group and our overall global employe
as well as to further initiatives for compensat
m
incorporating DE&I initiatives into our everyday business practices enhances innovation and enablea

es. We have
ale-friendly employer of choice. We are committed to increasing the

e engagement, development and inclusion. We believe that

l-time management-level employe

s diversity of thought.

ion equity, employe

e base,

Building upon our core values, our employees value learning from different perspectives and welcome the opportunity
to work with those of diverse backgrounds. Through our global DE&I initiatives, employees take part in robust training, such as
creating an inclusive environment and cultural training. We also provide our employees with employee resource groups
(“ERG's”), such as AGCO’s Global Women’s Network and AGCO’s Black Employee Network, to help foster a diverse and
inclusive workplace as well as provide for the growth and development of underrepresented groups. Through our DE&I
initiatives, we encourage employees to become involved in their communities, contributing time and talent forff
of the communities in which they live and work.

the improvement

During 2021, we initiated a global employee engagement and experience survey for our office employees to establia

an employee engagement baseline and seek feeff dback on the employee experience. Sixty-two
participated in the survey. This survey will recur on an annual basis and will include all of our employe

percent of this workforce

es in 2022.

Human Rights Policll yc

We are committed to respecting human rights in all aspects of our global operations under our global Human Rights

Policy. We believe that we have a responsibility to ensure that human rights are understood and observed in every region in
which we operate. We strive to foster safe, inclusive and respectful workplaces wherever we do business, including prohibiting
human trafficking, slavery, child labor or any other form of forced or involuntary labor.
Our commitment to human rights also
includes improving agricultural prosperity and supporting marginalized farmers and vulnerable populations in developing
countries where our activities contribute to addressing adverse human rights impacts. Through our AGCO Agriculture
Foundation, as well as our brand and regional engagement activities, we support a variety of non-profit organizations and local
community-based groups.

Available Information

Our Internet address is www.agcocorp.com

. We make the following reports filed by us available, free of charge,

on our website under the heading “SEC Filings” in our website’s “Investors” section:

•
•
•

•
•

annual reports on Form 10-K;
quarterly reports on Form 10-Q;
current reports on Form 8-K;

proxy statements forff
reports on Form SD.

the annual meetings of stockholders; and

These reports are made availablea

on our website as soon as practicable after they are filed with the Securities and

Exchange Commission (“SEC”). The SEC also maintains a website (www.sec.govg ) that contains our reports and other
information filed with the SEC.

We also provide corporate governance and other information on our website. This information includes:

•

charters for the standing committees of our board of directors, which are availablea
the Committees of the Board” in the “Governance, Committees, & Charters” section of the “Corporate
Governance” section of our website located under “Investors,” and
our Global Code of Conduct, which is availablea
Governance” section of our website located under “Investors.”

under the heading “Global Code of Conduct” in the “Corporate

under the heading “Charters of

In addition, in the event of any waivers of our Global Code of Conduct, those waivers will be availablea

under the

heading “Corporate Governance” of our website.

None of these materials, including the other materials availablea

on our website, is incorporated by reference into this

Form 10-K unless expressly provided.

Item 1A.

Riskii Factors

We make forward-looki

ng statements in this report, in other materials we file with the SEC, on our website, and in

materials that we otherwise release to the public. In addition, our senior management makes forward-looking statements orally
to analysts, investors, the media and others. Statements, including the statements contained in Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” concerning our futurett
facilities, legal proceedings, financial condition, financial performance (including growth
strategies, products, manufacturing
and earnings) and demand for our products and services, as well as other statements of our beliefs or expectations of net sales,
industry conditions, currency translation impacts, market demand, supply chain and logistics disruptions, farm incomes,
weather conditions, commodity and protein prices, general economic conditions, availabila
ncing, working capita
capita
development, compliance with finaff
income tax provisions, funding
forward-looking statements. The forward-looking statements we make are not guarantees of future performance and are subject
to various assumptions, risks and other facff
forward-looking statements. These facff
with the SEC. There also are other facff
material, or likely to become material, that could cause actual results to differ materially from our expectations.

tors include, among others, those set forth below and in the other documents that we file
tors that we may not describe, generally because we currently do not perceive them to be

debt service requirements, margins, production volumes, cost reduction initiatives, investments in product

ncial covenants, support from lenders, recovery of amounts under guarantee, uncertain

of our pension and postretirement benefit plans, or realization of net deferre

tors that could cause actual results to differ materially fromff

those suggested by the

operations, prospects,

al expenditures,

d tax assets, are

ity of finaff

al,

These risks could impact our business in a numberm of ways, including by negatively impacting our future results of

operations, cash flows
on our “performance.”

and finaff

ncial condition. For simplicity,t below we collectively refer to these potential impacts as impacts

We expressly disclaim any obligation to update or revise any forward-looki

ng statements, whether as a result of new

information, futuret

events or otherwise, except as required by law.

Risks Related to the COVID-19 Pandemic

Our business has been materiallyll
ii
continue

tt mpac

ii
s to i

t our supply chain, labor force and demand for our products.

impactm

edtt

II
by COVID-19,

and the impacm ts are likeii

ly to continue

for as long as COVID-19

COVID-19 has negatively impacted our business, initially through closures, higher absa

entee rates, and reduced

ity of some of our suppli

production at both our plants and the plants that supply us with parts and components, and more recently through supply chain
challenges, including the inabila
ers to meet demand and logistics and transportation-related companies
to deliver products in a timely manner. In addition, we have had to incur various costs related to preventing the spread of
ng remote work. We expect
COVID-19, including changes to our factories and other facilities and those related to enablia
COVID-19 to continue to impact our business, although the manner and extent to which it impacts us will depend on future
developments, including the durad
mutations of the virus that are more contagious or resistant to current vaccines. Measures taken by governments around the
world, as well as businesses, including us, and the general public in order to limit the spread of COVID-19 will impact our
business as well. These measures have included travel bans and restrictions, quarantines, shelter in place orders, curfews,
business and government office closures, increased border controls or closures, port closures and transportation restrictions.
m
The impacts

tion of the pandemic, the timing, distribution and impact of vaccinations, and possible

of COVID-19 and such measures could include, but are not limited to, the folff

lowing:

•

-related operations have been deemed “essential”

the firff st half of 2020 and could be impacted
products negatively impacts demand for our

Overall demand for our products could decline. While most farmff
throughout the pandemic and are working to relatively normal levels, the consumption of grain for food, fuel
(including ethanol) and livestock feed was negatively impacted during
again. As discussed below, generally decreased demand for agricultural
products as well.
To the extents that factory closures, increased absentee rates, or reduced production, whether on our part or the part of
our suppliers, or the failure of our suppliers to meet demand or of shipping companies to timely deliver products,
reduces our production of completed products, our sales will be less than they otherwise would have been. In addition,
decreases in sales have and can result in increased inventory and related costs.
Supply chain issues of particular concern include a wide range of parts and component
the global semiconductor shortage. We may continue to face supplier bottlenecks and delays in all regions, as well as
continued challenges with freight logistics, and we continue to work to mitigate the impact of these issues in order to
meet end-market demand.
Adverse fluctuat
tt
market foreign currencies, would negatively impact performance.

ions in foreign currency rates, particularly an increase in the value of the U.S. dollar against key

s with a portion arising from

• We could incur additional costs due to the adherence to cleaning requirements and social distancing guidelines and

increased costs of labor,

parts and components and shipping.

• We have severely limited travel by our employees, which to the extent that the limitations continue at current levels,

•

r value.

t the value our pension plan assets,
requirements related to our pension

o efficiently manage our business, including our ability to participate in trade shows and

could impact our ability t
effectively market our products.
Declines in the general economy as a result of COVID-19 could negatively affecff
and, if this occurs, it likely will result in increased pension expenses and funding
plan assets and their faiff
Declines in performance as a result of COVID-19 could require us to record significant impairment charges with
respect to certain noncurrent assets (such as goodwill and other intangible assets) and equity method investments.
We also may be required to write-down inventory that is deemed obsolete due to decreased sales and rising costs that
we may not be able to pass on to our customers.
Should farm economies decline, we could experience slower collections and larger write-offs of accounts receivable.
In addition, our AGCO Finance joint ventures
receivable as well, which would result in reduced earnings, if not losses, for us from our investments in our AGCO
Finance joint ventures.
Although we currently believe we have sufficient availablea
the COVID-19 pandemic could impact our financial condition. This, in turn, could affect our credit ratings and
borrowing costs.

funding to support our business, the severity and length of

also may experience slower collections and larger write-offs of accounts

Market, Economic and Geopolitical Risks

Our financial resultsll depend
ee
industry gr
includingii
enerally,ll
and lower commodityii and protein pii

entirely
ii
declinell

rices, adversely

affect us.

upon the agricultural industry, and factors that adversely
general economy,m increases in farm inputn
ii hett
s in t

affect thett

agricultural

costs, unfavorable weather conditions

industry has been

t
also are cyclical and

Our success depends entirely on the vitality of the agricultural

industry. Historically, the agricultural

industry is affected by

tors. Sales of agricultural equipment, in turn,
industry. The economic health of the agricultural

cyclical and subject to a variety of economic and other facff
generally reflect the economic health of the agricultural
numerous factors, including farm income, farm input costs, farm land values and debt levels, all of which are influenced by
levels of commodity and protein prices, acreage planted, crop yields, agricultural product demand (including crops used as
renewable energy sources), government policies and government subsidies. The economic health also is influeff
economic conditions, interest rate and exchange rate levels, and the availabila
government financing subsidies to farmff
“Risk Factors” section. Trends in the agricultural
market. In addition, weather conditions, such as floods
ff
farmers’ buying decisions. Downturns
result in decreases in demand for agricultural equipment, which would adversely affect our performance. Moreover, the
unpredictable naturet
of many of these factors and the resulting volatility in demand make it difficult forff
sales and optimize production. This, in turn, can result in higher costs, including inventory carrying costs and underutilized
manufacturing capac
ity. During previous downturns in the agricultural industry, we experienced significant and prolonged
declines in our performance, and we expect our business to remain subject to similar market fluctuations in the future.

ers, which can be significant in countries such as Brazil, as discussed elsewhere in this
equipment
t
, heat waves or droughts, and pervasive livestock or crop diseases affecff

in the agricultural industry due to these or other facff

industry, such as farm consolidations, may affecff

ncing for retail customers, including

t the agricultural

nced by general

tors, which could vary by market, can

us to accurately predict

ity of finaff

The agricultural equipment industry is highly sll

easonal, and seasonal fluctuations significff antly impactm

our performance.

The agricultural

equipment business is highly seasonal, which causes our quarterly results and our cash flow to

fluctuate during the year. Farmers generally purchase agricultural
majora
planting and harvesting seasons. In addition, the fourt
year-end tax planning considerations, the increase in availabila
incentives. Our net sales and income fromff
subsequent quarters as dealers anticipate increased retail sales in subsequent quarters.

ff
ity of funds

tt
equipment in the Spring and Fall in conjunction with the
h quarter typically is a significant period for retail sales because of

from complem ted harvests, and the timing of dealer

operations historically have been the lowest in the firff st quarter and have increased in

Most of our sales depend on the availabi
financing, whether due to economic dowdd
f ro eceivablesll
tt
collell ctabil

itll y ott

liii tyii of financ
ff
tt
nturns or otherw

ing to retail custome

ise, willii

rs, and any disruptiontt

bilityii
result in the sale of feff wer products by us. In aII

to obtaintt
ddition, the
inff ancing, is critictt al to our business.

in their aii

as well as from such retail fii

that are created fromff

our sales,

Most retail sales of our products are financed, either by our AGCO Finance joint ventures

or by a bank or other private

lender. The AGCO Finance joint ventures,
as well, finaff

nce approximately 40% to 50% of the retail sales of our tractors and combinem

which are controlled by Rabobank and are dependent upon Raboba

a
s in the markets where the joint

nk for financing

operate. Any difficulty by Rabobank in continuing to provide that financing, or any business decision by Raboba

ventures
t
the controlling member not to fund the business or particular aspects of it (for examplem , a particular country or region), would
to find other sources of financing (which may be difficult to obtain) or would require us to find other
require the joint ventures
sources of financing for our dealers and their retail customers.

nk as

If we are unable to obtain other sources of financ
other retail finff ancing providers, which may or may not be availablea
capita
not availablea

al equipment purchases generally would become more difficult or more expensive to obtain. To the extent that finff ancing is

, or available only at unattractive prices, our performance would be negatively impacted.

ing, our dealers and their retail customers would be required to utilize

. In an economic downturn, we expect that finff ancing for

Both AGCO and our AGCO Finance joint ventures

have substantial accounts receivable fromff

dealers and retail

customers, and we both are adversely impacted when collectabila
ity depends upon the
financial strength of the agricultural industry, which in turn depends upon the factors discussed elsewhere in this “Risk Factors”
section. The finff ance joint ventures
by lower pricing for used equipment and higher than expected returns at lease maturity. To the extent that
expectations caused
defaults and losses are higher than expected, our equity in the net earnings of the finance joint ventures would be less, or there
could be losses, which could materially impact our performance.

lease equipment as well and also may experience residual value losses that exceed

ity is less than optimal. Overall collectabila

to foreign laws,w taxes, es

A majorityi of our sales and manufacturingii
relatedtt
policies as well as U.S. laws governingii who we sell tll o att
al operations.
ii
realization

ll
conomic conditions,

of value from our intertt nation

take place

outsideii

the UniUU teii d StateSS
labor supply and relations,
ii

nd how we conduct business.

ii
to risks
s, and, as a result, we are exposed
politll ictt al conditions and governmental

These risks may da

eldd ayll

or reduce our

A majority of our sales are derived from sales outside the United States. The foreign countries in which our sales are

the greatest are Germany, France, Brazil, the United Kingdom, Finland and Canada. We have significant manufacturing
operations in France, Germany, Brazil, Italy and Finland, and we have established manufacturing
operations in emerging
markets, such as China. Many of our sales involve products that are manufactured in one country and sold in a differe
country, and, therefore, our performance can be adversely affected by adverse changes, in either the country of origin or the
country of destination, in the factors discussed elsewhere in this “Risk Factors” section, particularly the factors that impact the
delivered cost of our products. Our business practices in these foreign countries must comply with not just local law, but also
U.S. law, including limitations on where and to whom we may sell products and the Foreign Corrupt Practices Act (“FCPA”).
We have a compliance program in place designed to reduce the likelihood of violations of these laws, but it is difficult to
identify and prevent violations. Significant violations could subjeu
complim ance costs. Some of our international operations also are, or might become, subject to various risks that are not present in
domestic operations, including restrictions on dividends and the repatriation of funds. Foreign emerging markets may present
special risks, such as unavailability of financing, inflation, slow economic growth, price controls and difficulties in complying
with U.S. regulations.

ct us to fines and other penalties as well as increased

Domestic and foreign political developments and government regulations and policies directly affect the international

ts the demand for agricultural

equipment. Declines in demand for agricultural

ication, modification or adoption of laws, regulations, trade agreements or policies, can adversely affecff

agricultural industry, which affecff
adversely affect
our performance. As discussed previously in “Risks Related to the COVID -19 Pandemic,” the pandemic has
caused a global recession and increased economic and demand uncertainty. The COVID-19 impacts, in addition to related or
unrelated appl
agricultural industry, including the imposition of import and export duties and quotas, expropriation and potentially
burdensome taxation, could have an adverse effect
or modification of existing trade agreements, negotiation of new trade agreements, and imposition of new (and retaliatory)
tariffs against certain countries or covering certain products, could limit our ability to capita
opportunities in the international markets in which we operate and impair our ability t
technologies, products and services. These changes also can impact the cost of the products we manufacture, including the cost
of steel. These trade restrictions and changes in, or uncertainty surrounding, global trade policy may affect our competm itive
position.

growth
alize on current and futurett
o expand our business by offering new

on our performance. Trade restrictions, including potential withdrawal fromff

equipment

t the

As previously discussed, the health of the agricultural

industry and the ability ot

f our international dealers and retail

customers to operate their businesses, in general, are affected by domestic and foreign government programs that provide
economic support to farmers. As a result, farm income levels and the ability ot
other protections would be reduced to the extent that any such programs are curtailed or eliminated. Any such reductions likely
would result in a decrease in demand for agricultural
protections for commodities or of subsidy payments or financing rate subsidies forff

equipment. For example, a decrease or elimination of current price

farmers in the European Union, the United

ers to obtain advantageous financing and

f farmff

States or elsewhere would negatively impact the operations of farmers in those regions, and, as a result, our sales may decline if
these farmers delay, reduce or cancel purchases of our products. In emerging markets, some of these (and other) risks can be
or by others is
greater than they might be elsewhere. In addition, the finff ancing provided by the AGCO Finance joint ventures
supported by a government subsidy or guarantee in some markets, including financing rate subsidies. The programs under
which those subsidies and guarantees are provided generally are of limited duration and subject to renewal and contain various
capsa
and other limitations. In some markets, for example Brazil, this support is quite significant. In the event the governments
that provide this support elect not to renew these programs, and were financing not available on reasonable terms, whether
through our joint ventures

or otherwise, our performance would be negatively impacted.

As of December 31, 2021, we had approximately 48 employees in Ukraine, and in 2021, we had net sales of
approximately $86 million in Ukraine. As of December 31, 2021, we had less than $10 million in assets in Ukraine. It is unclear
what impact the hostilities in Ukraine will have on our net sales or assets, although we assume that our net sales will decline,
possibly significantly. We will assess the fair value of our assets in Ukraine for potential impairment on a periodic basis as
warranted.

As a result of the multinational naturet

of our business and the acquisitions that we have made over time, our corporate
es. As a

and tax structures are complex, with a significant portion of our operations being held through foreign holding companim
result, we are subject to taxation from multiple tax jurisdictions, and it can be inefficient, from a tax perspective, forff
repatriate or otherwise transfer funds. In addition, we must comply with a greater level of tax-related regulation and reviews by
multiple governmental units than do companies with a more simplified structure. Our foreign and U.S. operations also routinely
sell products to, and license technology to other operations of ours. The pricing of these intra-company transactions is subject to
regulation and review as well. While we make every effort
governmental units could result in our being required to pay additional taxes, interest and penalties.

tax laws, audits and other reviews by

to complym with all applicablea

us to

We face significi
manufacturers, we willii

ant competm ittt ion,
ll

lose dealers

and, if we are unable t

ompetm e stt uccessful
and their retail cii ustomers and our performance willii decline.

ll o ctt

lyll against other agricultural equipment

The agricultural

equipment business is highly competitive, particularly in our majoa r markets. Our two key competm itors,
Deere & Company and CNH Industrial N.V., are substantially larger than we are and have greater finaff
ncial and other resources.
In addition, in some markets, we competm e with smaller regional competitors with significant market share in a single country or
group of countries. Our competitors may substantially increase the resources devoted to the development and marketing,
including discounting, of products that compete with our products, which would necessitate our making similar expenditures.
In addition, competm itive pressures in the agricultural equipment business may affecff
equipment, which, in turn, may adversely affecff

t the market prices of new and used

t our performance.

We maintain an independent dealer and distribution network in the markets where we sell products. The financial and

lities of our dealers and distributors are critical to our ability to competm e in these markets. In addition,

operational capabi
we competm e with other manufacturers of agricultural
other agricultural

equipment manufacturers,

equipment for dealers. If we are unable to competm e successfully against

we could lose dealers and their retail customers and performance may decline.

Our expanxx

sion plans in emerging markets entail sii

ignificant risks.

Our long-term strategy includes establishing a greater manufacturing and supply-chain and/or marketing presence in

al and other resources and entail various risks. These include risks attendant to obtaining necessary governmental

emerging markets such as India, China and Africa. As we progress with these efforts,
capita
approvals and the construction of facilities in a timely manner and within cost estimates, the establishment of supply channels,
ient manufacturing operations, and, ultimately, the acceptance of the products by retail customers.
the commencement of efficff
While we expect the expansion to be successful, should we encounter difficulties involving these or similar facff
tors, it may not
be as successful as we anticipate.

it will involve a significant investment of

Brexit and politictt al uncertainty
affect our performance.

in the UniUU teii d KinKK gdomn

dd
and the European Union could dll

isrupt

our operations and adversely

We have significant operations in the United Kingdom and the European Union. The United Kingdom withdrew from

the European Union, in a process known as “Brexit”, effect
European Union have agreed that there will be no taxes on goods or limits on the amount that can be traded between the two
jurisdictions, new documentation requirements, safety checks and procedures at ports and new documentation requirements
could lead to disruptions in trade.

ive December 31, 2020. While the United Kingdom and the

Over the longer term, changes in the regulatory environment likely will increase our compliance costs. We may finff d it

more difficult to conduct business in the United Kingdom and the European Union, as Brexit likely will result in increased
regulatory complem xity and increased restrictions and costs on the movement of capita
relocate or otherwise alter certain of our European or United Kingdom operations to respond to the new business, legal,
regulatory, tax and trade environments. Brexit may adversely affect our relationships with our dealers and their retail customers,
suppliers and employees, which could materially adversely affect our performance.

al, goods and personnel. We may decide to

There could be a risk that other countries may leave the European Union, leaving uncertainty regarding debt burden of

certain Eurozone countries and their ability to meet futff urett
stability of the Euro as a single common currency. These uncertainties and implications could materially adversely impact the
financial markets in Europe and globally, as well as our customers, suppliers and lenders.

financial obligations, as well as uncertainty over the long-term

Inflation can impacm t our costs and sales.

During 2021, we experienced significant inflation in a range of costs, including for parts and components,

transportation, logistics, and energy. While we have been ablea
can be no assurance that we will be abla e to continue to do so. If we are not, it will impact our performance and results of
operations.

to pass along most of those costs through increased prices, there

g
Manufacturing and Operations

Our success depends on the introduction of new products, which requires

substantiali

xx
expendit

ures.

Our long-term results depend upon our ability t

o introduce and market new products successfully. The success of our

new products will depend on a number of factors, including:

•

innovation;

customer acceptance;

iency of our suppliers in providing component parts and of our manufacturing

the efficff
products; and
the performance and quality of our products relative to those of our competm itors.

facilities in producing final

As both we and our competitors continuously introduce new products or refine versions of existing products, we

cannot predict the level of market acceptance or the amount of market share our new products will achieve. We have
experienced delays in the introduction of new products in the past, and we may experience delays in the futff ure.
other problems with our new product launches will adversely affecff
result in decreases in revenues fromff

our existing products.

t our performance. In addition, introducing new products can

Any delays or

Consistent with our strategy of offering new products and product refinements, we expect to make substantial
investments in product development and refinement. We may need more funding for product development and refinement than
is readily available, which could adversely affecff

t our business.

If we are unable to delivll er precision
affect our performance.

agriculture and high-tech solutions to ott

tt
ur custome

rs, it could materiallyll adversely

profitabila

Our precision technology products include both hardware and software component

s that relate to guidance, telemetry,
automation, autonomy and connectivity solutions. We have to be able to successfully develop and introduce new solutions that
ity and result in sustainable farff ming techniques in order to remain competitive. We expect to make significant
m
improve
investments in research and development expenses, acquisitions of businesses, collaborative arrangements and other sources of
technology to drive these outcomes. Such investments may not produce attractive solutions for our customers. We also may
have to depend on third parties to supply
u
products. Our dealers ability to support such solutions also may impactm
products.

certain hardware or software components or data services in our precision technology

our customers, acceptance and demand of such

Rationalization or restructuring of manufacturing facilitll iett s, and plant expansions
manufacturing facilitll iett s, may cause production capacityii

constraints att

and systeyy m upgru
tt

nd inventory fluctuations.

ades at our

The rationalization of our manufacturing

facilities has at times resulted in, and similar rationalizations or restructurings
(including relocating production from one facility to another) in the future may result in, temporary constraints upon our ability
to produce the quantity of products necessary to fill orders and thereby complem te sales in a timely manner. In addition, system
facilities that impact ordering, production scheduling, manufacturing and other related processes
upgrades at our manufacturing
are complem x, and could impact or delay production. A prolonged delay in our ability to filff l orders on a timely basis could affect
customer demand for our products and increase the size of our product inventories, causing
manufacturing schedules and adversely affecting our performance. Moreover, our continuous development and production of
city
tt
new products often involve the retooling of existing manufacturing
at certain times in the future,
t our performance. In addition, the expansion and reconfiguration of
existing manufacturing
Russia, could increase the risk of production delays, as well as require significant investments.

t
facilities, as well as new or expanded manufacturing

facilities. This retooling may limit our production capaa

operations in emerging markets, such as China and

which could adversely affecff

future reductions in our

We depend on suppliers for components, parts att
provide products as needed, or by us to promptly all
efficiently mll
our manufacturi

s fll orff
ii
tt
aw material
anufacture and sell products. We also are subject to rtt

ddress supplier issue

nd raw material

costs.tt

ngii

our products, and any failure by our suppliell rs to
ly and
ely impact our abilityii

dd
price fluctuations, which can adversely affect

s, willii advers

to timeii

Our products include components and parts manufactured by others. As a result, our ability to timely and efficiently
of products from one facility to another

manufacture existing products, to introduce new products, and to shift manufacturing
depends on the quality of these components and parts and the timeliness of their delivery to our facilities. During 2021, we
experienced significant supply chain interruptions, including delays in timely deliveries of components. At any particular time,
we depend on numerous suppliers, and the failure by one or more of our suppliers to perform as needed will result in fewer
products being manufactured,
required and we do not recognize that faiff
The timely supply of component parts for our products also depends on our ability to manage our relationships with suppliers,
to identify and replace suppliers that faiff
accurately project our needs. The shift from our existing suppli
also may impact the quality at

shipped and sold. If the quality of the components or parts provided by our suppli

l to meet our schedules or quality standards, and to monitor the floff w of components and

lure prior to the shipment of our products, we will incur higher warranty ct

ers to new suppliers, including suppliers in emerging markets,

ities, as well as warranty costs.

iency of our manufacturing

ers is less than

nd efficff

capaa bila

osts.

u
tt

Changes in the availability and prices of certain raw materials, components and parts could result in production

disruptions or increased costs and lower profits on the sale of our products. Changes in the availability and price of these raw
materials, component
economic volatility,t
This, in turn, could have a material negative effect on performance, particularly if, due to pricing considerations or other
factors, we are unable to recover the increased costs through pricing from our dealers.

ed significantly in the past and are more likely to fluff ctuat
r change in tariffs, can significantly increase the costs of production.

s and parts, which have fluctuat
tt
ity ot
as well as regulatory instabila

e during

times of

ii
We may encounter difficultiett s in i
strategice
ff
reasonable t

ii ntegr

e frame

ee
, ee xpe

ctedtt

imtt

atingii

businesses we acquire and may not full
expecxx

objectivtt es and other

ted benefitsii of the acquisitiii ons.

y all

chieve, or achieve withintt

From time-to-time we seek to expand through acquisitions of other businesses. We expect to realize strategic and other

benefits as a result of our acquisitions, including, among other things, the opportunit
y to extend our reach in the agricultural
industry and provide our dealers and their retail customers with an even wider range of products and services. However, it is
impossible to predict with certainty wt
integrate acquired businesses in a timely and effecff

hether, or to what extent, these benefits will be realized or whether we will be ablea

tive manner. For examplem :

•

the costs of integrating acquired businesses and their operations may be higher than we expect and may require
significant attention from our management;
the businesses we acquire may have undisclosed liabilities, such as environmental liabila
violations of laws, such as the FCPA, that we did not expect;

ities or liabia lities for

our ability to successfully carry out our growth strategies forff
other things, our ability to maintain and enhance our relationships with their existing customers, our ability t
provide additional product distribution opportunit
in the spending patterns and preferences of customers and potential customers, fluctuating economic and
competitive conditions and our ability to retain their key personnel; and

ies to them through our existing distribution channels, changes

acquired businesses often will be affecff

ted by, among

•

our approach and strategies with respect to the development and introduction of new precision technology
ity forff
solutions to improve
tt
obtain through acquisitions, investments and joint ventures

our farmer customers, including technologies we
, may not provide the desired results for our customers.

ity and sustainabila

the profitabila

Our ability to address these issues will determine the extent to which we are able to successfully integrate, develop and

grow acquired businesses and to realize the expected benefits of these transactions. Our failure to do so could have a material
adverse effect on our performance.

ll
Our business routinel
y i

s sii ubjecb

t to ctt

laims and legal actions,

some of wo

.ll
hich could be material

We routinely are a party to claims and legal actions incidental to our business. These include claims for personal

injuries by users of farm equipment, disputes with distributors, vendors and others with respect to commercial matters, and
disputes with taxing and other governmental authorities regarding the conduct of our business, including environmental matters.
While these matters generally are not material to our business, it is entirely possible that a matter will arise that is material.

In addition, we use a broad range of technology in our products. We developed some of this technology, we license
some of this technology from others, and some of the technology is embedded in the components and parts that we purchase
from suppliers. From time-to-time, third parties make claims that the technology that we use violates their patent rights.
While to date none of these claims have been significant, we cannot provide any assurances that there will not be significant
or that currently existing claims will not prove to be more significant than anticipated.
claims in the futff urett

Financial Risks

We can experience substantialii
adversely affect our reported results ott

and sustained volati

liii tyii withii

respect to currency exchange rates and intertt est ratestt

, ws

hich can

f oo

peo rations and the competitiveness of our products.

local currencies into United States dollars. Similarly, changes in interest

We conduct operations in a variety of currencies. Our production costs, profit margins and competitive position are
or purchase goods relative to the strength of the
ct to currency exchange rate risk to the extent that our

affected by the strength of the currencies in countries where we manufacturett
currencies in countries where our products are sold. We also are subjeu
costs are denominated in currencies other than those in which we denominate sales, and to risks associated with translating the
financial statements of our foreign subsidiaries fromff
rates affect us by increasing or decreasing borrowing costs and finaff
currency exposures are the Euro, the Brazilian real and the Canadian dollar in relation to the United States dollar, and the Euro
in relation to the British pound. Where naturally offsetting currency positions do not occur, we attempt to manage these risks by
economically hedging some, but not necessarily all, of our exposures through the use of foreign currency forward exchange or
exchange
option contracts. As with all hedging instruments, there are risks associated with the use of foreign currency forward
or option contracts, interest rate swap aa
instruments provides us with protection for a finff
ite period of time from certain fluctuat
rates, when we hedge we forego part or all the benefits that might result from favorablea
interest rates. In addition, any default by the counterparties to these transactions could adversely affecff
economic hedging transactions, currency exchange rate or interest rate fluctuations may adversely affect our performance.

ions in currency exchange and interest
fluctuations in currency exchange and
t us. Despite our use of

greements and other risk management contracts. While the use of such hedging

nce income. Our most significant transactional foreign

In July 2017, the Financial Conduct Authority in the UK, the governing body responsible for regulating the London

r 2021. This decision is expected to result in the end of the use of LIBOR as a refereff

Interbank Offered Rate (“LIBOR”), announced that it no longer will compel or persuade financial instituti
to make LIBOR submissions afteff
for commercial loans and other indebtedness. We have both LIBOR-denominated and EURIBOR-denominated indebtedness or
derivative instruments. The transition to alternatives to LIBOR could be modestly disruptive to the credit markets, and while we
do not believe that the impact would be material to us, it is impossi
ce as to how to replace LIBOR. In the event that LIBOR is no longer
given the absence of clear agreement in the marketplatt
published, interest on our credit facility will be calculated based upon the Secured Overnight Financing Rate (“SOFR”) or a
base rate, as defined in the facility agreement, whichever we believe will be the most cost effective. Our credit facility also
provides forff

an expedited amendment process once a replacement for LIBOR is establia

ons and panel banks
nce rate

all of the possible consequences

ble at this time to foresee

shed.

cant pension and retireeii

We have signifi
for other purposes may be adversely affected in t
unfunded or underfunded. Declinell
increased pension expense in future periods.

healthcar
tt
ii hett

s in t

e obligat
tt
ions
ll
tt

event that

withii

respect to our employe

ll
payments became due under any pension plans that are

es, as nd our cash flow available

ii hett market value of the securitiett s used to fund these obligati

ons will rll

esult in

A portion of our active and retired employees participate in defined benefit pension and retiree healthcare plans under

ll our obligations either as they become due or over some shorter funding

which we are obligated to provide prescribed levels of benefits regardless of the value of the underlying assets, if any, of the
applicable plans. To the extent that our obligations are unfunded or underfunded, we will have to use cash flow from operations
and other sources to fulfi
period. In addition, since the
assets that we already have provided to fund these obligations are invested in debt instruments and other securities, the value of
ions have been significant and sometimes adverse, and there
t
these assets varies due to market factors. Historically, these fluctuat
can be no assurances that they will not be significant or adverse in the future. Similarly the amount of our obligations varies
depending upon mortality assumptions, discount rates, salary growth, retirement rates and ages, inflation, changes in health care
costs and similar factors, which generally are not in our control. We also are subject to laws and regulations governing the
administration of our plans in certain countries, and the specific provisions, benefit formulas and related interpretations of such
laws, regulations and provisions can be complex. Failure to properly administer the provisions of our plans and complym with
applicable laws and regulations could have an adverse impact to our results of operations. We have substantial unfunded or
underfunded obligations related to our pension and other postretirement health care benefits. See the notes to our Consolidated
Financial Statements contained in Item 8, “Financial Statements and Supple
mentary Data,” for more information regarding our
unfunded or underfunded obligations.

We have a substantial
i
obligati

ons that may adversely affect our abiliii tyii

to operate and expand

our business.

amount of indebtednes

s, and, as a result, wtt

e are subject to ctt

ertain restrict

ivtt e covenants and payment

Our credit facility and certain other debt agreements have various financial and other covenants that require us to

maintain certain total debt to EBITDA and interest coverage ratios. In addition, the credit facility and certain other debt
agreements contain other restrictive covenants, such as ones that limit the incurrence of indebtedness and the making of certain
payments, including dividends, and are subject to acceleration in the event of default. If we fail to comply with these covenants
and are unablea

to obtain a waiver or amendment, an event of default would result.

If any event of default were to occur, our lenders could, among other things, declare outstanding amounts dued
and
, and our cash may become restricted. In addition, an event of default or declaration of acceleration under our credit

payablea
facility or certain other debt agreements also could result in an event of default under our other financing agreements.

Our substantial indebtedness could have other important adverse consequences such as:

•

•
•

•

requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness,
which would reduce the availability of our cash flow to fund futuret
acquisitions and other general corporate purposes;

working capia tal, capia tal expenditures,

increasing our vulnerabila
ity to general adverse economic and industry conditions;
limiting our flexibility in planning for, or reacting to, changes in our business and the agricultural industry;

restricting us from being able to introduce new products or pursuing business opportunities;
placing us at a competitive disadvantage compared to our competm itors that may have less indebtedness; and

limiting, along with the finff ancial and other restrictive covenants in our indebtedness, among other things, our
ability to borrow additional funds,
transactions.

repurchase shares, pay cash dividends or engage in or enter into certain

Changes to United StateSS
ii
financial
tt
conditions,

tt
s tax,
markets att

//
tariff, trade and import/
export
nd our business.

tt
regulat
ions
e

may ha

ave a negative effect on global economic

s that are either produced in our foreign locations or are purchased from foreign suppliers, and also have substant

There have been ongoing discussions and significant changes to United States trade policies, treaties, tariffs and taxes.
Although the levels change from period to period, we generally have substantial imports into the United States of products and
component
ial
exports of products and components that we manufacturett
in the United States. The impacm t of any changes to current trade, tariffff
or tax policies relating to imports and exports of goods is dependent on factors such as the treatment of exports as a credit to
imports, and the introduction of any tariffs or taxes relating to imports fromff
specific countries. The most significant changes
have been the impositi

from China and the imposition by China of tariffs on imports

on of tariffs by the United States on imports

from the United States. These trade restrictions include withdrawal from or modification of existing trade agreements,
negotiation of new trade agreements, or tariffs on the importm
commodities into China, which are critical to our
customers. Policies impacting exchange rates and commodity and protein prices or limiting the export of commodities could
have a material adverse impacm t on the international floff w of agricultural
corresponding negative impact on the demand for agricultural
m
impacte

d by such policies because farm income strongly influences sales of such equipment globally.

equipment across the world. Our sales could be negatively

and other commodities that may result in a

of agricultural

In the past, we have had moderate amounts of imports into the U.S. from China. To date, the impact of U.S. import
tariffs on China-sourced equipment has not been material to us because we have been able to redirect production and employ
sourcing alternatives for products previously imported into the U.S. from our China manufacturing facility. In addition, we do
not export significant amounts from the United States into China. It is unclear what other changes might be considered or
implem mented and what response to any such changes may be by the governments of other countries. Any changes that increase
the cost of international trade or otherwise impact the global economy, including through the increase in domestic prices forff
raw materials, could have a material adverse effect on our performance.

We have joint ventures in the Netherlands and Russia with an entity that currently is operating under a time-limited
general license from the U.S. Department of Treasury authorizing the maintenance or wind-down of operations and existing
contracts. In the event that the license expires without further relief being granted or without other authorization from the U.S.
Department of the Treasury, we may no longer be ablea
commercial operations, and we would be
required to assess the fair value of certain assets related to the joint ventures forff
preliminary assessment indicated that impairment, if any, would not be material.

tt
potential impairment. Our most recent

to continue the joint ventures'

Environmental Risks

We increasingly are subject to rtt
the transitiontt
rr
er-carbon
to a lowll
future performance and operations.

isks attendant
tt
economy, ayy nd risks relatedtt

to climll

ate change. Failure to understand

and prepare for the risks

related to

to the physical impacm ts of climll

ate change could impacm t our

hat we will not become as resource-efficient in our operations as we need to, including the indirect impacts of

It is widely recognized that global climate change is occurring. We are unable to predict with any certainty the impacts
upon our business of climate change, although we recognize that they are likely to be significant. Among the risks that we face
are (i) increased governmental regulation of both our manufacturing
t
possibility t
supply chain disruptions, (iii) that climate change will reduce demand forff
our products, (iv) that we will not be able to develop
new and improved products that help our farmer customers address climate-related changes and opportunities and that keep our
products competitive with the products of others, and (v) the impacts on our physical facff
ilities, including from increased severe
weather condition risks. Addressing each of these risks is likely to entail the incurrence of significant costs by us, and we may
not be able to address these risks effectively and efficff
increasingly are assessing their investments and investment opportunit
change. Any failure by us to satisfy their assessments could impact the desirabila
price of our common stock. For a discussion of some of the actions that we have taken, see Item 1, “Business”, above.

u
how businesses are addressing climate
ity of an investment in AGCO and the share

iently, which would impact our performance. In addition, investors

operations and the equipment that we produce, (ii) the

ies based upon

ii
ve environmental
We are subject to ett
with,tt
standards, and our compliance
ll
tt
production of our products or otherw

tt
xtee ensi

or our failure
ise adversely affect our business.

to comply wll

ith,tt
ii

laws aw nd regulati

ons, including increasingly stringent
e

or future laws aw nd regulati

existingii

engine emissions

ons could delayll

We are subjeb ct to increasingly stringent environmental laws and regulations in the countries in which we operate.

environmental regulations may be significant. For examplem , several

These regulations govern, among other things, emissions into the air, discharges into water, the use, handling and disposal of
hazardous substances, waste disposal and the prevention and remediation of soil and groundwater contamination. Our costs of
complyim ng with these or any other current or futurett
countries have adopted more stringent environmental regulations regarding emissions into the air, and it is possible that new
emissions-related legislation or regulations will be adopted in connection with concerns regarding GHG. The regulation of
GHG emissions from certain stationary or mobile sources could result in additional costs to us in the formff
allowances, facilities improvements and energy costs, which would increase our operating costs through higher utility and
transportation expenses and costs of materials. Increased input costs, such as fuel and fertilizer, and compliance-related costs
also could impact retail customer operations and demand for our equipment. Because the impact of any futurett
regulatory or product standard requirements on our global businesses and products is dependent on the timing and design of
mandates or standards, we are unable to predict its potential impact at this time.

of taxes or emission

GHG legislative,

We also may be subjecb

t to liability in connection with properties and businesses that we no longer own or operate.
We may be adversely impacted by costs, liabilities or claims with respect to our operations under existing laws or those that
may be adopted in the futuret
and regulations, we may be subjecb
and, therefore, it could adversely affect our performance.

t to governmental or judicial finff es or sanctions, or we may not be able to sell our products

and prior conduct. If we fail to comply with existing or future laws

y to both future

that could appl

In addition, the products that we manufacture or sell, particularly engines, are subjecb

t to increasingly stringent

environmental regulations, including those that limit GHG emissions. As a result, on an ongoing basis we incur significant
engineering expenses and capia tal expenditures to modify our products to comply with these regulations. Further, we may
experience production delays if we or our suppliers are unablea
complym with environmental standards. For instance, as we are required to meet more stringent engine emission reduction
standards that are applicable to engines we manufacture or incorporate into our products, we expect to meet these requirements
through the introduction of new technology to our products, engines and exhaust afteff
Failure to meet applicable requirements could materially affect our performance.

r-treatment systems, as necessary.

components for our products that

to design and manufacturett

We are subject to SEC disclosure obligations relating to “conflict minerals” (columbite-tantalite, cassiterite (tin),

wolframite (tungsten) and gold) that are sourced from the Democratic Republic of Congo or adjacent countries. Complying
with these requirements has and will require us to incur additional costs, including the costs to determine the sources of any
conflict minerals used in our products and to modify our processes or products, if required. As a result, we may choose to
modify the sourcing, supply
if the information that we receive from our suppliers is inaccurate or inadequate, or our process for obtaining that information
does not fulfill the SEC’s requirements. We have a formff
al policy with respect to the use of conflict minerals in our products
that is intended to minimize, if not eliminate, conflict minerals sourced from the covered countries to the extent that we are
unable to document that they have been obtained from conflict-free sources.

and pricing of materials in our products. In addition, we may facff e reputational and regulatory risks

p
Human Capital Risks

Our labor force is heavilyii unionized, and our obligati
to the risks of work interrupt

iontt

or stoppage and could cause our costs to be higher.rr

ons under collecll

tive bargaining agreements and labor laws sw ubject us

Most of our employe

es, most notablya

at our manufacturing

facilities, are subject to collective bargaining agreements

and union contracts with terms that expire on varying dates. Several of our collective bargaining agreements and union
contracts are of limited duration and, therefore, must be re-negotiated frequently. As a result, we are at greater risk of work
interruptions or stoppages than non-unionized companim
volume of products we have availablea
may impair our ability to streamline existing manufacturing facilities, restructurett
costs because of limitations on personnel and salary changes and similar restrictions.

laws
a
our business or otherwise reduce our labor

for sale. In addition, collective bargaining agreements, union contracts and labor

es, and any work interruption or stoppage could significantly impact the

Our abilityii

to recruit,ii develop, train and retain qii

ualifi

ll ed and skillell d employees could i

ll mpii

act our abilityii

to execute strate

giee

Our success is dependent, in part, on our ability to recruit, develop, train and retain qualified employees with the

tion, background and experience. Equally we must be able to retain such skilled employees through our efforts to

relevant educadd
develop, train, compensate and engage them. Failure to do so could impair our ability t
could ultimately impact our performance.

o execute our business strategies and

Data Security, Privacy and Cybersecurity Risks

Our business incr
tt
regulations

ll
easingly i
we could be subject to stt

s sii ubject to rtt

ions
tt
egulatll
ii
ignificant claill ms,

penaltiett s and damages.

relatingtt

to privacy and data protection,

and if we violatell

any of those

Increasingly, the United States, the European Union, Brazil and other governmental entities are imposing regulations

designed to protect the collection, maintenance and transfer of personal information. For examplem , the European Union adopted
stringent data protection requirements and greater penalties
the General Data Protection Regulation (the “GDPR”) that imposed
for non-compliance beginning in May 2018. The GDPR also protects a broader set of personal information than traditionally
has been protected in the United States and provides for a right of “erasure.” Other regulations govern the collection and
transfer of financial data and data security generally. These regulations generally impose penalties in the event of violations,
and private lawsuits in the event of a release of personal information are common. While we attempt to comply with all

applicablea
and claims for damages from regulators and the impacm ted parties.

privacy regulations, their implementation is complex, and, if we are not successful, we may be subjecb

t to penalties

y btt

Cybersecurit
rr
operations and could compromise confidentialii
ee
reputat

to suffer.

iontt

reaches and other disruptions to our inforff marr

tion technology infrastructure could interfere withii

our

n
informati

on, exposing us to liabiliii tyii

that could cause our business

and

We rely uponu

information technology networks and systems, some of which are managed by third parties, to process,

a variety of business processes and activities, including

transmit and store electronic information, and to manage or support
supply chain, manufacturing, distribution, invoicing and collection of payments from dealers or other purchasers of our
equipment. We also use information technology systems to record, process and summarize financial information and results
of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements.
Additionally, we collect and store sensitive data, including intellectual property and proprietary business information, in data
centers and on information technology networks. The secure operation of these information technology networks and the
processing and maintenance of this information is critical to our business operations and strategy. Despite security measures
and business continuity plans, our information technology networks and infrastructurett
shutdowns due to attacks by cyber criminals or breaches dued
process of upgrading or replacing computem
utility failures, terrorist acts or, natural disasters or other catastrophic events. The occurrence of any of these events could
our networks, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such
compromise
access, disclosure or other loss of inforff mation could result in legal claims or proceedings, liability or regulatory penalties under
laws protecting the privacy of personal information, and could disrupt our operations and damage our reputation, which could
adversely affecff
sophistication, we increasingly are needing to invest additional resources to protect the security of our systems and likely will
need to invest even more in the future.

t our performance. In addition, as security threats continue to evolve and increase in frequency and

r software or hardware, power outages, computer viruses, telecommunication or

sance or other disruptions during the

to employee error or malfeaff

to damage, disruptions or

are vulnerablea

Item 1B.

Unresolved StaffSS

Comments

Not applicable.

Item 2.

Properties

Our principal manufacturing

locations and/or properties as of January 31, 2022, were as follows:

Location
United States:

Description of Property

Leased
(Sq. Ft.)

Owned
(Sq. Ft.)

Assumption, Illinois .......................................... Manufacturing/Sales and Administrative Office
Batavia, Illinois ................................................. Parts Distribution
Duluth, Georgia................................................. Corporate Headquarters
Hesston, Kansas ................................................ Manufacturing
Jackson, Minnesota ........................................... Manufacturing

International:

Beauvais, France(1)............................................. Manufacturing
Breganze, Italy .................................................. Manufacturing
Ennery, France .................................................. Parts Distribution
Linnavuori, Finland........................................... Manufacturing
Hohenmölsen, Germany.................................... Manufacturing
Marktoberdorf, Germany .................................. Manufacturing
Wolfenbüttel, Germany..................................... Manufacturing
Stockerau, Austria ............................................. Manufacturing
Thisted, Denmark .............................................. Manufacturing
Suolahti, Finland ............................................... Manufacturing/Parts Distribution
Canoas, Brazil ................................................... Regional Headquarters/Manufacturing
Mogi das Cruzes, Brazil .................................... Manufacturing
Santa Rosa, Brazil ............................................. Manufacturing
Changzhou, China ............................................. Manufacturing

_______________________________________
(1) Includes our joint venture, GIMA, in which we own a 50% interest.

—
522,900
158,900
6,300
31,400

933,900
—
—
1,469,100
1,006,400

— 2,231,300
1,562,000
360,300
471,900
437,100
1,523,600
546,700
160,700
295,300
740,600
1,138,700
748,700
515,300
767,000

11,800
931,100
15,900
—
270,300
—
26,400
92,400
96,100
23,000
—
—
78,900

We consider each of our facilities to be in good condition and adequate forff
requirements.

ity to meet our current and anticipated manufacturing

sufficient capac

its present use. We believe that we have

Item 3.

e
Legal

Proceedings

In August 2008, as part of routine audits, the Brazilian taxing authorities disallowed deductions relating to the

amortization of certain goodwill recognized in connection with a reorganization of our Brazilian operations and the related
transfer of certain assets to our Brazilian subsidiaries. The amount of the tax disallowance through December 31, 2021, not
including interest and penalties, was approxim
ultimately in dispute will be significantly greater because of interest and penalties that will continue to increase as time
progresses. We have been advised by our legal and tax advisors that our position with respect to the deductdd
under the tax laws of Brazil. We are contesting the disallowance and believe that it is not likely that the assessment, interest or
penalties will be required to be paid. However, the ultimate outcome will not be determined until the Brazilian tax appeal
process is complete, which could take several years.

ately 131.5 million Brazilian reais (or approximately $23.6 million). The amount

ions is allowable

During 2017, we purchased Precision Planting, which provides precision agricultural

technology solutions. In 2018,

Deere & Company filed separate complaints in the U.S. District Court of Delaware against us and our Precision Planting
subsidiary alleging that certain products of those entities infringe certain patents of Deere. The two complam ints subsequently
were consolidated into a single case, Case No. 1:18-cv-00827-CFC, that currently is scheduled for trial in July 2022. It is our
position that no patents have been, or are continuing to be, infringed, and we are vigorously contesting the allegations in the
complam int. We have an indemnity right under the purchase agreement related to the acquisition of Precision Planting from its
previous owner. Pursuant to that right, the previous owner of Precision Planting currently is responsible for the litigation costs
associated with the complaint and is obligated to reimburse AGCO for some or all of the damages in the event of an adverse
outcome in the litigation. In the event of an adverse outcome, we estimate that the range of possible damages, based upon
the
advice of third-party specialists, would be up to approximately $7.0 million. Deere & Company has provided an estimate of its
damages that is significantly higher than our estimate and that we believe does not have merit.

We are a party to various other legal claims and actions incidental to our business. We believe that none of these
claims or actions, either individually or in the aggregate, is material to our business or financial statements as a whole, including
our results of operations and financial condition.

Item 4.

Mine Safety Disclosures

.
Not Applicablea

PART II

Item 5.

Market for Registrant’s Common Equity,tt Related StocSS
Securitiett s

kholder Matters and Issuer Purchases of Equitytt

Our common stock is listed on the New York Stock Exchange and trades under the symbol AGCO. As of the close of

business on February 22, 2022, the closing stock price was $122.34, and there were 408 stockholders of record (this number
does not include stockholders who hold their stock through brokers, banks and other nominees).

Performance Graph

The following presentation is a line graph of our cumulative total shareholder returntt

on our common stock on an

indexed basis as compared to the cumulative total returnt
for the five years ended December 31, 2021. Our total returns

of the S&P Mid-Cap 400 Index, the MVIS Global Agribusiness Index
performance.
tt

in the graph are not necessarily indicative of futurett

$250

$200

$150

$100

$50

2016

COMPARISON OF CUMULATIVE TOTAL RETURN

AGCO Corporation

S&P MidCap 400 Index

MVIS Global Agribusiness Index
(MVMOOTR)

2017

2018

2019

2020

2021

AGCO Corporation ..................................................... $ 100.00

$ 124.50

97.98

$ 137.20

$ 184.90

$ 214.72

S&P Midcap 400 Index...............................................

MVIS Global Agribusiness Index...............................

100.00

116.24

121.73

103.36

114.31

130.44

139.46

148.26

159.96

184.97

199.16

Cumulative Total Return forff

the Years Ended December 31,

2016

2017

2018

2019

2020

2021

The total returntt

assumes that dividends were reinvested and is based on a $100 investment on December 31, 2016.

Issuer Purchases of Equity Securities

The tabla e below sets forth informa
during the three months ended December 31, 2021:

tion with respect to purchases of our common stock made by or on behalf of us

Total Number of
Shares Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs

Maximum
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs
(in millions)(2)

— $

—

— $

393,733

121.91

393,733

— $

393,733

—

121.91

— $

393,733

170.0

110.0

Period
October 1, 2021 through

October 31, 2021 ..............................

November 1, 2021 through

November 30, 2021(1) .......................

December 1, 2021 through

December 31, 2021...........................
Total.....................................................

___________________________________
(1) In November 2021, we entered into an ASR agreement with a third-party financial institution to repurchase $60.0 million of our common stock. The ASR
agreement resulted in the initial delivery of 393,733 shares of our common stock, representing approximately 80% of the shares expected to be repurchased in
connection with the transaction. In January 2022, the remaining 113,824 shares under the ASR agreement were delivered. The average price paid per share
related to the ASR agreement reflected in the table above was derived using the fair market value of the shares on the date the initial 393,733 shares were
delivered. The amount that may yet be purchased under our share repurchase programs, as presented in the above table, was reduced by the entire $60.0 million
payment related to the ASR agreement. Refer to Note 9 to our Condensed Consolidated Financial Statements for a further
(2) The remaining authorized amount to be repurchased is $110.0 million, which has no expiration date.

discussion of this matter.

Item 6.

Reserved

The information required by Item 301 and Item 302 of Regulation S-K has been omitted as we have elected to adopt

the changes to Item 301 and Item 302 of Regulation S-K contained in SEC Release No. 33-10890.

Item 7.

Management’s Discussion and Analysisyy

ii
of Financi

alii Conditiontt

and Results ott

OO
f Oo

perations

We are a leading manufacturer and distributor of agricultural equipment and related replacement parts throughout the

l range of agricultural

equipment, including tractors, combines, self-propelled sprayers, hay tools, forage

world. We sell a fulff
equipment, seeding and tillage equipment, implements, and grain storage and protein production systems. Our products are
widely recognized in the agricultural equipment industry and are marketed under a number of well-known brand names,
including: Challenger®, Fendt®, GSI®, Massey Ferguson® and Valtra®, supported by our Fuse® precision agriculturett
solutions.
We distribute most of our products through a combination of approximately 3,200 dealers and distributors as well as associates
and licensees. In addition, we provide retail and wholesale financing through our finance joint ventures

a
with Raboba

nk.

The COVID-19 pandemic and other economic factors continue to create volatility in the global economy, initially
through government-mandated facility closures, higher absentee rates, and reduced production at both our factories and the
factories that supply us with parts and components; and, more recently, through supply chain disruptions. In addition, we have
had to incur various costs related to preventing the spread of COVID-19, including changes to our factories and other facilities
ng remote work. We expect COVID-19 to continue to impact our business, although the manner and
and those related to enablia
extent to which it impacts us will depend on future developments, including the durad
distribution and impact of vaccinations, and possible mutations of the virus that are more contagious or resistant to current
vaccines. Measures taken by governments around the world, as well as businesses, including us, and the general public in order
to limit the spread of COVID-19 will impact our business as well. These factors, along with increasing industrial demand, could
negatively affect production levels, particularly caused by delays in the receipts of parts and component
of particular concern include a wide range of parts and components with a portion arising from the global semiconductor
shortage. We may continue to face supplier bottlenecks and delays in all regions as well as challenges with freight logistics, and
we continue to work to mitigate the impactm

of these issues in order to meet increased end-market demand.

tion of the pandemic, the timing,

s. Supply chain issues

Financial Highlights

We sell our equipment and replacement parts to our independent dealers, distributors and other customers. A large
ty of our sales are to independent dealers and distributors that sell our products to end users. To the extent practicable,
a
majori
we attempt to sell products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal

demands on our manufacturing operations and to minimize our investment in inventories. However, retail sales by dealers to
farmers are highly seasonal and are a function of the timing the planting and harvesting seasons. In certain markets, particularly
in North America, there is often a time lag, which varies based on the timing and level of retail demand, between our sale of the
equipment to the dealer and the dealer’s sale to a retail customer.

The following tabla e sets forth,

for the periods indicated, the percentage relationship to net sales of certain items

included in our Consolidated Statements of Operations:

Net sales ...................................................................................................................................
Cost of goods sold....................................................................................................................
Gross profit ..............................................................................................................................
Selling, general and administrative expenses........................................................................

Engineering expenses............................................................................................................
Amortization of intangibles...................................................................................................
Impairment charges ...............................................................................................................

Restructuring expenses .........................................................................................................

Bad debt expense...................................................................................................................
operations ...........................................................................................................

Income fromff

Interest expense, net ..............................................................................................................

Other expense, net .................................................................................................................
income taxes and equity in net earnings of affiliates.......................................

Income beforeff

Income tax provision.............................................................................................................
equity in net earnings of affiliates....................................................................

Income beforeff

Equity in net earnings of affiliates ........................................................................................

Net income ...............................................................................................................................
Net (income) loss attributable to noncontrolling interests .......................................................

Net income attributable to AGCO Corporat

ion and subsidiaries ............................................

Years Ended December 31,
2019(1)
2020(1)
2021(1)
100.0 % 100.0 % 100.0 %
77.5
22.5
10.9

76.9
23.1
9.8

78.1
21.9
11.5

3.6
0.5
—

0.1

—
9.0

0.1

0.5
8.5

1.0
7.5

0.6

8.1
—

3.7
0.7
0.2

0.2

0.2
6.6

0.2

0.2
6.1

2.1
4.1

0.5

4.6
0.1

3.8
0.7
2.0

0.1

0.1
3.9

0.2

0.7
2.9

2.0
0.9

0.5

1.4
—

8.1 %

4.7 %

1.4 %

___________________________________
(1) Rounding may impact summation of amounts.

2021 Compared

to 2020

Net income attributablea

to AGCO Corporation and subsidiaries forff

2021 was $897.0 million, or $11.85 per diluted

share, compared to $427.1 million, or $5.65 per diluted share, for 2020.

operations was approximately $1,001.4 million in 2021 compared to approxim

d by extended COVID-related production shutdowns in both Europe and South America durid

Net sales for 2021 were approximately $11,138.3 million, or 21.7% higher than 2020, primarily due to improved
market demand. Regionally, net sales were higher in all regions during 2021 compared to 2020. Net sales were negatively
m
impacte
Income fromff
The increase in income fromff
improved
m
material and freight cost pressures along with higher manufacturing costs. Net income per diluted share was favora
by the reversal of valuation allowances previously establia
Brazil during 2021. In addition, our 2020 income fromff
impaim rment charge during the second quarter of 2020 related to a tillage and seeding equipment joint venture in which we
formerly owned a 50% interest in our North American (“NA”) region.

operations during 2021 was primarily the result of higher net sales and production volumes and
margins, which benefited from positive pricing impacts and a favff orable sales mix that offset substantial inflationary

shed against our deferred tax assets in both the United States and

operations included approximately $20.0 million of a non-cash goodwill

ately $599.7 million in 2020.

ng the first half of 2020.

impacted

blya

Regionally, income fromff
$170.1 million in 2021 compared
positive pricing realization, which offset higher material costs and engineering expenses. In our North American region, income
by approximately $44.4 million compared to the prior year. Higher net sales and production levels, a
from operations improved

operations in our Europe/Middle East (“EME”) region increased by approximately
to 2020, driven primarily by higher net sales and increased production volumes as well as

pricing impacts contributed to the improvement in the region and helped to offset material cost

richer product mix and favorablea
inflation. In South America, income fromff
The increase reflects increased net sales and production volumes, a better sales mix and favora
increasing material costs. Income from operations in our Asia/Pacific/African (“APA”) region increased approximately
$51.8 million in 2021 comparem

d to 2020, primarily due to higher net sales and an improved product mix.

operations increased approximately $102.9 million in 2021 compared

price realization, offsff etting

to 2020.

blea

Industry Market Conditi

ons

Elevated agricultural

commodity prices continue to support favorablea

farm economics resulting in farmers upgrading

and replacing aging fleets. These improved conditions generated industry growth across all the majora
2021. Future demand for agricultural equipment will be influenced by farm income, which is a funct
protein prices, crop yields and government support.

equipment markets during

ion of commodity and

In North America, industry unit retail sales of utility and high horsepower tractors increased approximately 14% in

2021 compared to 2020. Industry unit retail sales of combines increased approximately 24% in 2021 compared to 2020. Retail
sales growth was strongest for high horsepower tractors in 2021 as compared
commodity prices stimulated demand.

to 2020 where an extended fleet age and favorablea

In Western Europe, industry unit retail sales of tractors for 2021 increased approximately 16% compared to 2020.

Industry unit retail sales of combines
all major markets compared to 2020. Higher wheat, dairy and livestock prices, combined with improved levels of crop
production, generated positive farm economics and farmer sentiment.

for 2021 increased approximately 3% compared

to 2020. Industry sales increased across

In South America, industry unit retail sales of tractors for 2021 increased approximately 22% compared to 2020.

Industry unit retail sales of combines
for 2021 increased approximately 20% compared
primarily in the large markets of Brazil and Argentina, as well as in smaller South American markets. Healthy crop production
as well as favorablea
equipment.

exchange rates supported positive economic conditions for farmers who continue to replace aged

to 2020. The improved demand was

Resultsll of Operations

Net sales for 2021 were $11,138.3 million compared
market demand. The folff
lowing tabla e sets forth,
translation by geographical segment (in millions, except percentages):

to $9,149.7 million forff

2020, primarily as a result of improved

for the year ended December 31, 2021, the impact to net sales of currency

Change

Change due to
Currency Translation

North America .................................................. $ 2,659.2

2021

2020
$ 2,175.0

South America ..................................................

1,307.7

873.8

$
484.2

433.9

EME ..................................................................
APA ..................................................................

6,221.7
949.7
$ 11,138.3

5,366.9
734.0
$ 9,149.7

854.8
215.7
$ 1,988.6

%
22.3 % $

49.7 %

15.9 %
29.4 %
21.7 % $

32.4

(40.5)

155.7
52.1
199.7

1.5 %

(4.6)%

2.9 %
7.1 %
2.2 %

Regionally, net sales in North America increased in 2021 compared to 2020, with growth in sales of tractors and
to 2020, primarily due to

Precision Planting equipment. In the EME region, net sales were higher during 2021 compared
increased sales in all major markets, with the largest increases contributed by growth in tractors, combines and replacement
parts. Net sales increased in South America in 2021 compared to 2020, primarily due to higher net sales of tractors, combines,
planting equipment, parts as well as grain and protein equipment. In the APA region, net sales increased in 2021 compared to
2020, primarily due to net sales increases in China and Australia, as well as recovery in Africa. We estimate that worldwide
average price increases were approximately 6.6% and 1.6% in 2021 and 2020, respectively. Consolidated net sales of tractors
and combines, which comprised approximately 61.1% of our net sales in 2021, increased approximately 23.0% in 2021
compared
to 2020. Unit sales of tractors and combines increased approximately 16.7% during 2021 compared to 2020.
The difference between the unit sales change and the change in net sales was primarily the result of foreign currency
translation, pricing and sales mix changes.

The folff

lowing tabla e sets forth,

for the years ended December 31, 2021 and 2020, the percentage relationship to net

sales of certain items included in our Consolidated Statements of Operations (in millions, except percentages):

2021

2020

% of
Net Sales(1)

% of
Net Sales

Gross profit ............................................................................................... $ 2,572.3
1,088.2
405.8

Selling, general and administrative expenses.........................................
Engineering expenses .............................................................................

Amortization of intangibles....................................................................
Impairment charge..................................................................................

61.1
—

Restructuring expenses...........................................................................
Bad debt expense....................................................................................

15.3
0.5
operations ............................................................................ $ 1,001.4

Income fromff

23.1 % $ 2,057.5
1,001.5
9.8 %
342.6
3.6 %

0.5 %
— %

0.1 %
— %
9.0 % $

59.5
20.0

19.7
14.5
599.7

22.5 %
10.9 %
3.7 %

0.7 %
0.2 %

0.2 %
0.2 %
6.6 %

____________________________________
(1) Rounding may impact summation of amounts.

Gross profit as a percentage of net sales increased during 2021 compared to 2020 primarily due to the benefit of higher

net sales and production levels, as well as positive pricing, which was partially offset by the impact of material cost inflation.
Production hours increased across all regions during 2021. Overall, global production hours increased approximately 25% on a
global basis during 2021 compared to 2020, primarily as a result of stronger market demand during 2021. Our production
facilities continue to face supply chain and logistics disruptions as well as material and frei
impact our ability to produce and ship units, as well as contribute to labor
inefficiencies, and result in carrying higher than
anticipated raw material and work in process inventory levels. We expect these conditions to continue, which may impactm
production levels and net sales and margins in future periods.

ght cost inflation. These disruptions

Selling, general and administrative expenses (“SG&A expenses”) and engineering expenses, as a percentage of net
sales, were lower during 2021 compared to 2020, primarily driven by the increases in net sales. The absolute level of SG&A
expenses increased during 2021 following prior year actions to lower expenses while operations were suspended, such as
reduced field sales and marketing activities and lower travel expenses. We recorded stock compensation expense of
approximately $26.6 million and $36.8 million during
explained in Notes 1 and 10 of our Consolidated Financial Statements.

2021 and 2020, respectively, within SG&A expenses, as is more fully

During 2020, we recorded a non-cash goodwill impairment charge of approximately $20.0 million related to a tillage

and seeding equipment joint venture in which we formerly owned a 50% interest. The impairment charge was recorded as
“Impairment charges” within our Consolidated Statements of Operations, with an offsetting benefit of approxim
$10.0 million included within “Net (income) loss attributable to noncontrolling interests.”

ately

t
We recorded restruct
uri

ng expenses of approximately $15.3 million and $19.7 million during 2021 and 2020,

respectively. The restructuring expenses primarily related to severance and other related costs associated with the
rationalization of employee
m
States, Europe and South America durid
production systems operations. See Note 3 of our Consolidated Financial Statements.

headcount at various manufacturing facilities and administrative offices located in the United

ng 2021 and 2020, as well as the rationalization of our grain storage and protein

Interest expense, net was $6.7 million for 2021 compared to $15.0 million for 2020 resulting primarily from higher
information on our available
to 2020. See “Liquidity and Capital Resources” for further

interest income in 2021 as compared
funding.

Other expense, net was $50.4 million in 2021 compared to $22.7 million in 2020. We have a minority equity interest
in Tractors and Farm Equipment Limited (“TAFE”). During 2020, TAFE repurchased a portion of its common stock from us
resulting in a gain of approximately $32.5 million recorded within “Other expense, net.” See Note 14 of our Consolidated
Financial Statements for additional information. In addition, losses on sales of receivablea
receivablea
$24.5 million and $24.1 million in 2021 and 2020, respectively.

sales agreements with our finance joint ventures in North America, Europe and Brazil, were approximately

s, primarily related to our accounts

We recorded an income tax provision of $108.4 million in 2021 compared to $187.7 million in 2020. Our tax provision
tive tax rate are impacted by the differing tax rates of the various tax jurisdictions in which we operate, permanent

and effecff
differences for items treated differently for financial accounting and income tax purposes, losses in jurisdictions where no
income tax benefit is recorded, and provisions for unrecognized income tax benefits related to uncertain tax positions.
At December 31, 2021 and 2020, we had gross deferred tax assets of $291.8 million and $360.9 million, respectively, including
$69.5 million and $62.9 million, respectively, related to net operating loss carryforwards. At December 31, 2021, we had total
valuation allowances as an offset to our gross deferred tax assets of approximately $47.4 million. This valuation allowance
included allowances against deferred tax assets (including net operating loss carryforwards) in the U.S. and certain foreign
jurisdictions. As of December 31, 2021, our income tax provision included the benefit of reversals of approxim
$67.8 million and $55.6 million related to valuation allowances previously establia
assets in the United States and Brazil, respectively. Improvements in income in the United States and Brazil during 2020 and
2021, along with updated future
At December 31, 2020, we had total valuation allowances as an offset to the gross deferred tax assets of approximately
$181.0 million. This valuation allowance included allowances against deferred tax assets (including net operating loss
carryforwards) in the United States and certain forei
December 31, 2021 will depend on generating sufficient taxablea
liabilities. We believe it is more likely than not that the remaining net deferred tax assets should be ablea
Note 6 of our Consolidated Financial Statements for further information.

projected income levels, supported the reversal of both of the valuation allowances.

gn jurisdictions. Realization of the net deferred tax assets as of

shed against the Company’s net deferred tax

periods, net of reversing deferred tax

to be realized. Refer to

income in futurett

ately

tt
Equity i

n net earnings of affiliates, which is primarily comprised of income fromff

our AGCO Finance joint ventures,
was $65.6 million in 2021 compared to $45.5 million in 2020, primarily due to higher net earnings from our AGCO Finance
joint ventures. See “Finance Joint Ventures” for further information regarding our finance joint ventures and their results of
operations and Note 5 of our Consolidated Financial Statements for further information.

2020 Compared to 2019

A comparim son of the results of operations for 2020 versus that of 2019 was included in our Annual Report on

Form 10-K for the year ended December 31, 2020.

AGCO Finance Joint Ventures

Our AGCO Finance joint ventures

provide both retail financing and wholesale financing to our dealers in the United

States, Canada, Europe, Brazil, Argentina and Australia. The joint ventures are owned by AGCO and by a wholly-owned
of the assets of the finance joint ventures consist of finance receivables. The majori
subsidiary of Rabobank. The majority
interest. Under the various joint venture agreements, Rabob
the liabilities consist of notes payablea
and accruedrr
affiliates provide financing to the finff ance joint ventures,
tt
obligations of the joint ventures. In the United States and Canada, we guarantee certain minimum residual values to those joint
ventures
tt
Off-Balance Sheet Arrangements” and Note 12 to our Consolidated Financial Statements for additional information.

ank or its
primarily through lines of credit. We do not guarantee the debt

upon expiration of certain eligible leases between the finff ance joint ventures

and end users. See “Commitments and

ty of

As of December 31, 2021, our capita

al investment in the finance joint ventures, which is included in “Investments in

ately $359.2 million compared to approximately $395.3 million as

AGCO dealers as of December 31, 2021 and 2020, respectively. The wholesale receivables either

mately $9.2 billion and $8.8 billion, respectively, of retail receivables and $1.7 billion and $1.9 billion of

affiliates” on our Consolidated Balance Sheets, was approxim
of December 31, 2020. The total finance portfolio in our finance joint ventures was approximately $10.9 billion and
$10.7 billion as of December 31, 2021 and 2020, respectively. The total finff ance portfolio as of December 31, 2021 and 2020
included approxi
wholesale receivables fromff
were sold directly to AGCO Finance without recourse from our operating companim
directly to the dealers. During 2021, we did not make additional investments in our finance joint ventures, and we received
certain of our finance joint ventures. During 2020, we made approximately
dividends of approximately $84.4 million fromff
$1.9 million of additional investments in our finance joint ventures, and there were no dividends paid fromff
our finance joint
ventures.
tt
banking regulations. Our share in the earnings of the finance joint ventures, included in “Equity in net earnings of affiliates”
within our Consolidated Statements of Operations, was approxim
December 31, 2021 and 2020, respectively, with the increase in earnings
ventures in the U.S., Canada and France during

ately $64.4 million and $45.0 million for the years ended
r

to higher income in our finance joint

2021 as compared to 2020.

Our finance joint ventures

paying dividends to us during 2020 as a result of COVID-19 pandemic

es, or AGCO Finance provided the finff ancing

were restricted fromff

primarily dued

Outlook

Our operations are subject

u
among other things, changes in net cash farm income, farmff
commodities, commodity and protein prices and general economic conditions.

to the cyclical naturett

of the agricultural

industry. Sales of our equipment are affected by,

land values, weather conditions, the demand forff

agricultural

Global industry demand for farm equipment is expected to be higher across all majora markets during 2022. Our net

sales are expected to increase in 2022 comparem
negative foreign currency translation. Gross and operating margins are expected to improve from 2021 levels, reflecting the
impactm
of higher net sales and production volumes as well as pricing initiatives to offset material cost inflation. Engineering
expenses and other technology investments are expected to increase in 2022 compared to 2021 to support our product
development plans as well as our precision agriculturet

d to 2021, resulting from improved sales volumes and pricing, partially offset by

and digital initiatives.

Our outlook is also based on current estimates of supplier component

deliveries, and the ability of the Company's

s on schedule is currently difficult to predict. If supply chain performance worsens,
supply chain to deliver parts and component
our results of operations will be adversely impacted. Refer to “Risk Factors” for further discussion of the COVID-19 pandemic
and other factors.

Liquidity and Capital Resources

Our financing requirements are subject

to variations due to seasonal changes in inventory and receivablea

levels.

In addition, unusual events such as the recent supply chain disruptions can result in increases in inventories and,
consequentially, our financing requirements. Internally generated funds
sources, primarily our credit facff
together with availablea
expenditures

cash and internally generated funds, will be sufficient to support our working capital, capita

and debt service requirements for the foreseeablea

ility and accounts receivablea

future (in millions):

are suppleme

nted when necessary from external

sales agreement facilities. We believe that the following facilities,

2025(1)............................................................................................................
1.002% Senior term loan duedd
Senior term loans due between 2023 and 2028(1) .........................................................................................
0.800% Senior Notes Due 2028(1).................................................................................................................
Other long-term debt .....................................................................................................................................

____________________________________
(1) The amounts above are gross of debt issuance costs of an aggregate amount of approximately $4.8 million.

December 31, 2021
283.7
445.9

680.8
7.7

On October 6, 2021, we issued €600.0 million (or approximately $680.8 million as of December 31, 2021) 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 senior notes contain covenants restricting, among other things, the incurrence of certain secured indebtedness. The senior
notes are subjeu

ct to both optional and mandatory redemption in certain events.

During October 2021, we used the proceeds received from the senior notes to repay our €150.0 million (or

approximately $173.4 million as of October 8, 2021) senior term loan dued
revolving credit facff
€192.0 million (or approximately $223.8 million as of October 19, 2021). In August 2021, prior to the issuance of the senior
notes, we repaid two of our 2018 senior term loans due August 2021 with an aggregate amount of €72.0 million (or
approximately $85.5 million as of August 1, 2021).

ility, and two of our 2016 senior term loans due October 2021 with an aggregate amount outstanding of

2022, $370.0 million related to our multi-currency

In October 2018, we entered into a multi-currency revolving credit facff

ility of $800.0 million. The credit facility
on amounts outstanding under the credit facility, at our option, at either (1)

matures on October 17, 2023. Interest accrues
LIBOR plus a margin ranging from 0.875% to 1.875% based on our credit rating, or (2) the base rate, which is equal to the
higher of (i) the administrative agent’s base lending rate for the applicable currency, (ii) the federal funds rate plus 0.5%, and
(iii) one-month LIBOR for loans denominated in U.S. dollars plus 1.0%, plus a margin ranging from 0.0% to 0.875% based on
our credit rating. As mentioned previously, on October 15, 2021, we repaid $370.0 million of our multicurrency revolving
credit facility as a result of the issuance of our 0.800% senior notes due 2028. As of December 31, 2021, we had no outstanding
borrowings under the revolving credit facff
ility, and the ability to borrow was approximately $800.0 million under the revolving
credit facility.

On April 15, 2020, we borrowed €117.5 million and $133.8 million under a term loan facility that had been added to

our multi-currency revolving credit facility. While outstanding, the loans bore interest at one-month LIBOR plus a margin of
1.625%. We repaid the two loans on February 16, 2021 (for an aggregate amount of approximately $276.0 million as of that
date). Refer to Note 7 of our Consolidated Financial Statements for further information regarding our current facilities.

As described above,

our credit facility allows us to select from among various interest rate options. Due to the phase-

out of LIBOR, LIBOR-based rates no longer will be available for borrowings denominated in U.S. dollars after
December 31, 2022, and for loans denominated in other currencies after December 31, 2021. The interest rates reflected in the
our credit facility were designed to accommodate the discontinuation of LIBOR-based rates and a shift to the “Secured
Overnight Financing Rate” (“SOFR”) or a base rate, and, as such, we do not believe that moving to the other rates will have a
materially adverse effect on our results of operations or financial position. In addition, the credit facility agreement also
provides forff
add additional interest-rate alternatives.

an expedited amendment process once a replacement for LIBOR is establia

shed, which we may elect to utilize to

On January 25, 2019, we borrowed €250.0 million (or approximately $283.7 million as of December 31, 2021) from

the European Investment Bank. The loan matures on January 24, 2025. Interest is payablea
annum, payablea

semi-annually in arrears.

on the term loan at 1.002% per

In October 2018, we entered into a term loan agreement with Rabobank in the amount of €150.0 million. Interest was
on the term loan quarterly in arrears at an annual rate, equal to the EURIBOR plus a margin ranging from 0.875% to
mately

payablea
1.875% based on our credit rating. As mentioned previously, during October 2021, we repaid this term loan of approxi
$173.4 million as of October 8, 2021 with the proceeds from our 0.800% senior notes due 2028.

In October 2016, we borrowed an aggregate amount of €375.0 million through a group of seven related term loan

agreements. These agreements had maturities ranging from October 2019 to October 2026. Of the 2016 term loans, we repaid
an aggregate amount of €56.0 million (or approximately $61.1 million) of two of these term loans in October 2019.
Additionally, as mentioned previously, we repaid €192.0 million (or approximately $223.8 million as of October 19, 2021)
upon maturity of two 2016 senior term loans in October 2021. In August 2018, we borrowed an additional aggregate amount of
indebtedness of €338.0 million through a group of another seven related term loan agreements. In August 2021, prior to the
issuance of the senior notes due 2028, we repaid two of our 2018 senior term loans upon maturit
y with an aggregate amount of
€72.0 million (or approximately $85.5 million as of August 1, 2021). On February 1, 2022, we repaid an additional amount of
€72.5 million (or approximately $81.7 million) of one of our 2018 senior term loans due August 2023 with existing cash on
hand. The provisions of the term loan agreements are substant
and maturities. In aggregate, as of December 31, 2021, we had indebtedness of approximately €393.0 million (or approximately
$445.9 million as of December 31, 2021) under a total group of eight remaining term loan agreements. As of February 1, 2022,
as a result of a furthe
r repayment discussed previously, we had indebtedness of €320.5 million (or approxi
$361.0 million) through a group of seven remaining term loan agreements. As of December 31, 2021, for the term loans with a
fixed interest rate, interest is payable in arrears on an annual basis, with interest rates ranging from 0.90% to 2.26% and
maturity dates between August 2023 and August 2028. For the term loans with a floaff
ting interest rate, interest is payable in
arrears on a semi-annual basis, with interest rates based on the EURIBOR plus a margin ranging from 0.90% to 1.25% and
maturity dates between August 2023 and August 2025.

with the exception of interest rate terms

ially identical in naturett

mately

As of December 31, 2021 and 2020, we had short-term borrowings due within one year of approxi

mately

$90.8 million and $33.8 million, respectively.

We are in compliance with the finff ancial covenants contained in these facilities and expect to continue to maintain such
complim ance. Should we ever encounter difficulties, our historical relationship with our lenders has been strong and we anticipate
their continued long-term support of our business. Refer to Note 7 to the Consolidated Financial Statements contained in
Item 8, “Financial Statements and Supple
the financial covenants contained in each debt instrument.

mentary Data,” for additional information regarding our current facilities, including

Our accounts receivablea

sales agreements in North America, Europe and Brazil permit the sale, on an ongoing basis,

of a majority of our receivables to our U.S., Canadian, European and Brazilian finaff
receivablea
s are without recourse to us. We do not service the receivablea
direct retained interest in the receivables. These agreements are accounted for as off-balance sheet transactions and have the
effecff
and short-term liabilities by the same amount. As of December 31, 2021 and 2020, the
dd
t of reducing
cash received fromff
the years then ended was approxim

s sold under the U.S., Canadian, European and Brazilian accounts receivable sales agreements forff

s after the sales occur, and we do not maintain any

ately $1.3 billion and $1.5 billion, respectively.

accounts receivablea
receivablea

nce joint ventures. The sales of all

In addition, the Company sells certain trade receivablea

s under factoring arrangements to other financial institutions

around the world. As of December 31, 2021 and 2020, the cash received fromff
approximately $215.4 million and $199.9 million, respectively.

these arrangements for the years then ended was

Our finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers.

s associated with these arrangements also are without recourse to us. As of December 31, 2021 and 2020, these

The receivablea
finance joint ventures had approximately $82.1 million and $85.2 million, respectively, of outstanding accounts receivablea
associated with these arrangements. These arrangements are accounted for as off-balance sheet transactions.

In order to efficff

iently manage our liquidity, we generally pay vendors in accordance with negotiated terms. To enablea
shed programs in certain markets with

ons under which the vendors have the option to be paid by the finff ancial institutions earlier than the payment

vendors to obtain payment in advance of our payment due dates to them, we have establia
financial instituti
due dates. When vendors receive early payments they receive discounted amounts and we then pay the financial institutions the
face amounts of the invoices on the payment due dates. We do not reimburse vendors for any costs they incur for participation
ons are presented as “Accounts payable” in our Consolidated Balance
in the programs. Amounts owed to the financial instituti
Sheets. Should we not be able to negotiate extended payment terms with our vendors, or should financial instituti
ons no longer
be willing to participate in early payment programs with us, we would expect to have sufficient liquidity to timely pay our
vendors without any material impact on us or our financial position.

Our debt to capia talization ratio, which is total indebtedness divided by the sum of total indebtedness and stockholders’

equity, was 29.7% at December 31, 2021 compared to 34.8% at December 31, 2020.

Cash Flows

Cash flows provided by operating activities were approxim

ately $660.2 million during 2021 comparem

d to

approximately $896.5 million during
2020. The decrease during 2021 was primarily dued
offset by increases in net income and accounts payable as compared to 2020. Supply chain disruptions resulted in higher raw
material and work-in-process inventory levels during
d to the prior year. Free cash flow, which is defined as
2021 as comparem
“Net cash provided by operating activities” less “Purchases of property,t plant and equipment”, was approximately
$390.4 million during 2021, as comparem

ely $626.6 million during 2020.

to an increase in inventories, partially

d to approximat

Our working capita

al requirements are seasonal, with investments in working capia tal typically building in the firff st half
of the year and then reducing in the second half of the year. We had $1,559.5 million in working capia tal at December 31, 2021,
as comparem
December 31, 2021 were approximately $754.8 million higher than at December 31, 2020, primarily dued
production levels, as well as the significant impact of supply chain constraints during 2021.

d with $1,005.6 million at December 31, 2020. Accounts receivablea

and inventories, combined, at

to higher net sales and

Share Repurchase Program

In August and Novemberm 2021, we entered into two accelerated share repurchase (“ASR”) agreements with financial
institutions to repurchase an aggregate of $135.0 million of shares of our common stock. We received approxi
mately 952,204
shares in these transactions as of December 31, 2021. On January 19, 2022, we received additional 113,824 shares upon final
settlement of our November 2021 ASR agreement. In February and March 2020, we entered into two ASR agreements with
financial institutions to repurchase an aggregate of $55.0 million of shares of our common stock. We received approxi
mately
970,141 shares in these transactions as of December 31, 2020. All shares received under the ASR agreements were retired upon
receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in
capita

al” and “Retained earnings” within the our Consolidated Balance Sheets.

Contractual Obligatio

ns and Cash Requireii ments

Our material cash requirements include the folff

lowing contractual

and other obligations:

Indebtedness – As of December 31, 2021, we had approximately $44.4 million of payments due during the year ended

December 31, 2022, related to indebtedness and certain short-term obligations, in addition to approximately $15.1 million of
interest payments associated with indebtedness we expect to pay during
materially year to year. Indebtedness amounts reflect the principal amount of our senior term loan, senior notes, credit facility
and certain short-term borrowings, gross of any debt issuance costs. Refer to Note 7 of the Consolidated Financial Statements
for additional information regarding our indebtedness.

2022. Interest payments generally do not vary

Capia tal and operating lease obligations – As of December 31, 2021, we had approximately $4.0 million and

$45.7 million of payments due during the year ended December 31, 2022, related to capital and operating lease obligations,
respectively. Refer to Note 17 of the Consolidated Financial Statements for additional information regarding our lease
obligations.

Unconditional purchase obligati
obligations payablea

ons – As of December 31, 2021, we had approximately $131.1 million of outstanding purchase
during the year ended December 31, 2022. These obligations generally do not vary materially year to year.

Other short-term and long-term obligations – As of December 31, 2021, we had approximately $40.1 million of

income tax liabia lities related to uncertain income tax provisions connected with ongoing income tax audits in various
jurisdictions due during the year ended December 31, 2022. Additionally, we had approxim
future minimum contribution requirements under our U.S. and non-U.S. defined benefit pension and postretirement plans due
during the year ended December 31, 2022. Refer to Notes 6 and 8 of the Consolidated Financial Statements for additional
information regarding our uncertain tax positions and pension and postretirement plans, respectively. These obligations
comprise a majority of our other short-term and long-term obligations.

ately $37.8 million of estimated

Commitments and Off-Balance Sheet

Arrangements

Guarantees

We maintain a remarketing agreement with our finance joint venturet

in the United States, whereby we are obligated to
repurchase up to $6.0 million of repossessed equipment each calendar year. We believe any losses that might be incurred on the
resale of this equipment will not materially impact our financial position or results of operations, due to the fact that the
repurchase obligations would be equivalent to the fair value of the underlying equipment.

At December 31, 2021, we guaranteed indebtedness owed to third parties of approximately $25.2 million, primarily

ons if dealers or end users default on such loans through 2027. Losses under such

related to dealer and end-user financing of equipment. Such guarantees generally obligate us to repay outstanding finance
obligations owed to finff ancial instituti
guarantees historically have been insignificant. In addition, we generally would expect to be ablea
portion of the amounts paid under such guarantees fromff
of such equipment is expected to offset a substantial portion of the amounts paid. We also guarantee indebtedness owed to
certain of our finance joint ventures
if dealers or end users default on loans. Losses under such guarantees historically have
been insignificant and the guarantees are not material. We believe the credit risk associated with all of these guarantees is not
material to our financial position or results of operations.

the sale of the underlying financed farm equipment, as the fair value

to recover a significant

In addition, at December 31, 2021, we had accruedrr

approximately $23.3 million of outstanding guarantees of residual

values that may be owed to our finance joint ventures
operating leases between the finff ance joint ventures
guarantee is approxim

ately $160.7 million.

in the United States and Canada due upon expiration of certain eligible

and end users. The maximum potential amount of futurett

payments under the

Other

At December 31, 2021, we had outstanding designated and non-designated foreign exchange contracts with a gross

notional amount of approximately $3,681.9 million. The outstanding contracts as of December 31, 2021 range in maturity
through October 2022. We also had outstanding designated steel commodity contracts with a gross notional amount of
approximately $31.9 million that range in maturity through July 2022. See Note 11 of our Consolidated Financial Statements
for additional information.

As discussed in “Liquidity and Capital Resources,” we sell a majority of our wholesale accounts receivable in North

America, Europe and Brazil to our U.S., Canadian, European and Brazilian finaff
receivable under facff
should be accounted forff

as off-balance sheet transactions.

toring arrangements to finaff

ncial institutions around the world. We have determined that these facilities

nce joint ventures. We also sell certain accounts

Contingencies

We are party to various claims and lawsuits arising in the normal course of business. We closely monitor these claims

and lawsuits and frequently consult with our legal counsel to determine whether they may, when resolved, have a material
adverse effect on our financial position or results of operations and accruerr
.
and/or disclose loss contingencies as appropriate
See Note 12 of our Consolidated Financial Statements for further information.

Related Parties

In the ordinary course of business, we engage in transactions with related parties. See Note 14 of our Consolidated

Financial Statements for information regarding related party transactions and their impact to our consolidated results of
operations and financial position.

Foreign Currency Risk Management

We have significant manufacturing

locations in the United States, France, Germany, Finland, Italy, China and Brazil,

and we purchase a portion of our tractors, combines and components from third-party foreign suppliers, primarily in various
European countries and in Japan. We also sell products in approxi
ty of
our net sales outside the United States are denominated in the currency of the customer location, with the exception of sales in
Middle East, Africa, Asia and parts of South America, where net sales are primarily denominated in British pounds, Euros or
the United States dollar.

mately 140 countries throughout the world. The majori

We manage our transactional foreff

ign currency exposure by hedging foreign currency cash flowff

commitments arising from the anticipated settlement of receivablea
Where naturally offsetting currency positions do not occur, we hedge certain, but not all, of our exposures through the use of
foreign currency contracts. Our translation exposure resulting from translating the financial statements of foreign
subsidiaries
into United States dollars may be partially hedged fromff
financing local operations with local borrowings. Our hedging policy prohibits use of foreign currency contracts forff
trading purposes.

time to time. When practical, this translation impact is reduced by

s and payables and fromff

futurett

speculative

forecasts and
purchases and sales.

The total notional value of our foreign currency instruments was $3,681.9 million and $3,722.4 million as of

December 31, 2021 and 2020, respectively, inclusive of both those instruments that are designated and qualified for hedge
accounting and non-designated derivative instruments. We enter into cash flowff
of assets or liabilities or forecasted transactions caused
foreign currency contracts to economically hedge receivables and payables on our balance sheets that are denominated in
foreign currencies other than the functional currency. In addition, we use derivative and non-derivative instruments to hedge a
portion of our net investment in foreign operations against adverse movements in exchange rates. See Note 11 of our
Consolidated Financial Statements for further information about our hedging transactions and derivative instruments.

by fluctuations in foreign currency exchange rates, and we enter into

hedges to minimize the variability in cash flows

Assuming a 10% change relative to the currency of the hedge contracts, the fair value of the foreign currency

instruments could be negatively impacted by approxi
instruments are primarily entered into forff
losses and gains on the underlying firm commitment or forecasted transaction.

mately $52.6 million as of December 31, 2021. Due to the facff

t that these

hedging purposes, the gains or losses on the contracts would largely be offset by

Interest Rate Risk

Our interest expense is, in part, sensitive to the general level of interest rates. We manage our exposure to interest rate

risk through our mix of floff ating rate and fixed rate debt. From time to time, we enter into interest rate swap aa
manage our exposure to interest rate fluff ctuat
information.

ions. See Notes 7 and 11 of our Consolidated Financial Statements for additional

greements to

Based on our floating rate debt and our accounts receivablea

sales faci

lities outstanding at December 31, 2021, a 10%

increase in interest rates, would have increased, collectively, “Interest expense, net” and “Other expense, net” for the year ended
December 31, 2021 by approximately $2.1 million.

Recent Accounting Pronouncements

See Note 1 of our Consolidated Financial Statements for information regarding recent accounting pronouncements and

their impact to our consolidated results of operations and financial position.

Critical Accounting Estimates

We prepare our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles.

In the preparation of these financial statements, we make judgments, estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. The significant accounting policies followed in the preparation
of the financial statements are detailed in Note 1 of our Consolidated Financial Statements contained in Item 8, “Financial
Statements and Supplementary Data.” We believe that our application of the policies discussed below involves significant
levels of judgment, estimates and complexity.

Due to the levels of judgment, complexity and period of time over which many of these items are resolved, actual

results could differ from those estimated at the time of preparation of the financial statements. Adjustments to these estimates
would impacm t our financial position and future

results of operations.

Discount and Salesll

Incentive Allowanc

We provide various volume bonus and sales incentive programs with respect to our products. These sales incentive

(which is generally at the time of retail sale), at

s are made on a product or product-line basis and are monitored for adequacy and revised at least

programs include reductions in invoice prices, reductions in retail financing rates, dealer commissions and dealer incentive
allowances. In most cases, incentive programs are established and communicated to our dealers on a quarterly basis.
The incentives are paid either at the time of the cash settlement of the receivablea
the time of retail finff ancing, at the time of warrar nty registration, or at a subsequent time based on dealer purchase volumes.
The incentive programs are product line specific and generally do not vary by dealer. The cost of sales incentives associated
with dealer commissions and dealer incentive allowances is estimated based upon the terms of the programs and historical
experience, is based on a percentage of the sales price, and estimates for sales incentives are made and recorded at the time of
sale for expected incentive programs using the expected value method. These estimates are reassessed each reporting period and
are revised in the event of subsequent modifications to incentive programs, as they are communicated to dealers. The related
provisions and accrual
quarterly in the event of subsequent modifications to the programs. Interest rate subsidy payments, which are a reduction in
retail finff ancing rates, are recorded in the same manner as dealer commissions and dealer incentive allowances. Volume
discounts are estimated and recognized based on historical experience, and related reserves are monitored and adjuste
actual dealer purchase volumes and the dealers’ progress towards achieving specified cumulative target levels. Estimates of
these incentives are based on the terms of the programs and historical experience. All incentive programs are recorded and
presented as a reduction of revenue, due to the facff
consideration provided. In the United States and Canada, reserves for incentive programs related to accounts receivable not
sold to our U.S. and Canadian finaff
Balance Sheets due to the fact that the incentives are paid through a reductd
Globally, reserves for incentive programs that will be paid in cash or credit memos, as is the case with most of our volume
discount programs, as well as sales incentives associated with accounts receivable sold to our finance joint ventures, are
recorded within “Accrued expenses” within our Consolidated Balance Sheets.

nce joint ventures are recorded as “accounts receivable allowances” within our Consolidated
ion of futuret

t that we do not receive a distinct good or service in exchange for the

.
cash settlement of the receivablea

d based on

At December 31, 2021, we had recorded an allowance for discounts and sales incentives of approximately

$610.3 million that will be paid either through a reduction of future cash settlements of receivablea
to our dealers or through reductions in retail financing rates paid to our finance joint ventures. If we were to allow an additional
1% of sales incentives and discounts at the time of retail sale for those sales subject to such discount programs, our reserve
would increase by approximately $22.9 million as of December 31, 2021. Conversely, if we were to decrease our sales
incentives and discounts by 1% at the time of retail sale, our reserve would decrease by approximately $22.9 million as of
December 31, 2021.

s and through credit memos

Deferred Income Taxes and Uncertaintt

Income Tax Positions

We recorded an income tax provision of $108.4 million in 2021 compared to $187.7 million in 2020 and
$180.8 million in 2019. Our tax provision and effective tax rate are impacted by the differing tax rates of the various tax
jurisdictions in which we operate, permanent differences forff
financial accounting and income
tax purposes, losses in jurisdictions where no income tax benefit is recorded and provisions for unrecognized income tax
benefits related to uncertain tax positions.

items treated differently forff

As of December 31, 2021, our income tax provision included the benefit of reversals of approximately $67.8 million

and $55.6 million related to valuation allowances previously establia
United States and Brazil, respectively. Improveme

shed against the Company’s net deferred tax assets in the
nts in income in the United States and Brazil during 2020 and 2021, along

projected income levels, supported the reversal of both of the valuation allowances. In addition, we
d tax assets in the United States and certain foreign

with updated future
maintain a valuation allowance to reserve a portion of our net deferre
jurisdictions. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax
assets may not be realized. We assessed the likelihood that our deferred tax assets should be recovered from estimated future
taxable income and the current economic climate, as well as available tax planning strategies and determined that the
adjustment to the valuation allowance was appropriate. We believe it is more likely than not that we should be able to realize
our remaining net deferre

d tax assets, net of the valuation allowance, in futff urett

years.

At December 31, 2021 and 2020, we had gross deferred tax assets of $291.8 million and $360.9 million, respectively,
including $69.5 million and $62.9 million, respectively, related to net operating loss carryforwards. At December 31, 2021 and
2020, we had total valuation allowances as an offset to our gross deferred tax assets of $47.4 million and $181.0 million,
respectively. These valuation allowances are held against deferred tax assets (including net operating loss carryforwards) in the
United States and certain forei
depends on generating sufficient taxable income in future
likely than not that the remaining net deferre

gn jurisdictions. Realization of the remaining deferred tax assets as of December 31, 2021

periods, net of reversing deferred tax liabilities. We believe it is more

d tax assets should be ablea

to be realized.

We recognize income tax benefits from uncertain tax positions only when there is a more than 50% likelihood that the
tax positions will be sustained upon examination by the taxing authorities based on the technical merits of the positions. As of
December 31, 2021 and 2020, we had approxi
tax benefits, all of which would impact our effective tax rate if recognized. As of December 31, 2021 and 2020, we had
approximately $40.1 million and $57.1 million, respectively, of current accruedrr
taxes related to uncertain income tax positions
connected with ongoing tax audits in various jurisdictions that we expect to settle or pay in the next 12 months. We recognize
interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2021 and 2020,
we had accruedrr
respectively. See Note 6 of our Consolidated Financial Statements for further discussion of our uncertain income tax positions.

mately $246.4 million and $227.9 million, respectively, of gross unrecognized

interest and penalties related to unrecognized tax benefits of approxim

ately $32.7 million and $39.4 million,

Pensions

We sponsor defined benefit pension plans covering certain employees, principally in the United Kingdom, the United

States, Germany, Switzerland, Finland, France, Norway and Argentina. Our primary plans cover certain employees in the
United States and the United Kingdom.

In the United States, we sponsor a funded,

qualified defined benefit pension plan forff

our salaried employees, as well as

d qualified defined benefit pension plan for our hourly employees. Both plans are closed to new entrants and

a separate funde
frozen, and we fund at least the minimum contributions required under the Employee Retirement Income Security Act of 1974
and the Internal Revenue Code to both plans. In addition, we maintain an unfunded, nonqualified defined benefit pension plan
for certain senior executives, which is our Executive Nonqualified Pension Plan (“ENPP”). The ENPP also is closed to new
entrants, and, during 2021, we amended the ENPP to freeze future salary benefit accruals as of December 31, 2024 and to
eliminate a lifetime annuity featurett

for participants reaching age 65 subsequent to December 31, 2022.

In the United Kingdom, we sponsor a funded

defined benefit pension plan that provides an annuity benefit based on
participants’ final average earnings and service. Participation in this plan is limited to certain older, longer service employees
and existing retirees. This plan is closed to new participants.

See Note 8 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary

Data,” for additional information regarding costs and assumptim ons for employee retirement benefits.

Nature of Estimates Required. The measurement date for all of our benefit plans is December 31. The measurement of
our pension obligations, costs and liabilities is dependent on a variety of assumptions provided by management and used by our
actuaries. These assumptions include estimates of the present value of projected future
participants, taking into consideration the likelihood of potential future events such as salary i
experience. These assumptions may have an effect on the amount and timing of future

pension payments to all plan

ncreases and demographic

contributions.

limited to, the folff

Assumptions and Approach
lowing key factors:

pp
ff

Used. The assumptions used in developing the required estimates include, but are not

• Discount rates
• Salaryrr growth
• Retirement rates and ages

Inflation

•
• Expected returnt
• Mortality rates

on plan assets

For the years ended December 31, 2021, 2020 and 2019, we used a globally consistent methodology to set the discount

rate in the countries where our largest benefit obligations exist. In the United States, the United Kingdom and the Euro Zone,
we constructed a hypothetical bond portfolio of high-quality corporate bonds and then appl
ied the cash flows of our benefit
plans to those bond yields to derive a discount rate. The bond portfolio and plan-specific cash flows vary by country, but the
methodology in which the portfolio is constructed is consistent. In the United States, the bond portfolio is large enough to result
in taking a “settlement approach” to derive the discount rate, in which high-quality corporate bonds are assumed to be
purchased and the resulting coupon payments and maturities are used to satisfy our U.S. pension plans’ projected benefit
payments. In the United Kingdom and the Euro Zone, the discount rate is derived using a “yield curve approach,” in which an
annual period is developed to discount each future benefit
individual spot rate, or zero coupon bond yield, for each futurett
payments. We use a spot yield curve to determine the discount
payment and, thereby, determine the present value of all future
rate appli
in the United Kingdom to measure the U.K. pension plan’s service cost and interest cost. Under the settlement
a
and yield curve approaches, the discount rate is set to equal the single discount rate that produces the same present value of all
future payments.

cablea

•

The other key assumptim ons and methods were set as follows:

Our inflation assumption is based on an evaluation of external market indicators.

The salary growth assumptions reflect our long-term actual experience, the near-term outlook and assumed inflation.

The expected returntt
the views of investment managers, and reflects a projection of the expected arithmetic returns over ten years.

on plan asset assumptions reflects asset allocations, investment strategy, historical experience and

Determination of retirement rates and ages as well as termination rates, based on actual plan experience, actuarial
standards of practice and the manner in which our defined benefit plans are being administered.
The mortality rates for the U.K. defined benefit pension plan was updated during 2021 to reflect the latest expected
improvements in the life expectancy of the plan participants. The mortality rates for the U.S. defined benefit pension
plans were also updated during 2021 to reflect the Society of Actuari
The fair value of assets used to determine the expected returntt
asset gains and losses.

on assets does not reflect any delayed recognition of

es’ most recent findings on the topic of mortality.

The effecff
therefore, generally affecff

t our recognized expense in such periods.

ts of actual results differing from our assumptim ons are accumulated and amortized over futurett

periods and,

Our U.S. and U.K. defined benefit pension plans, including our ENPP, comprised approximately 85% of our
consolidated projected benefit obligation as of December 31, 2021. The effects of a 25 basis point change in certain actuarial
assumptim ons on the 2022 net annual pension and ENPP costs and related benefit obligations as of December 31, 2021 would be
as follows:

Year-end Benefit Obligation
25 basis point
25 basis point
decrease
increase

2022 Net Annual Pension Cost
25 basis point
25 basis point
decrease
increase

Discount rate:

U.S. qualified defined benefit pension plans and ENPP .. $
U.K. defined benefit pension plans ..................................

(3.6) $
(22.2)

3.8
23.7

(0.2) $
(0.2)

0.2
0.2

Long-term rate of return on plan assets:
U.S. qualified defined benefit pension plans and ENPP .......................................................... $
U.K. defined benefit pension plans ..........................................................................................

(0.1) $
(1.8)

0.1
1.8

2022 Net Annual Pension Cost
25 basis point
25 basis point
decrease
increase

asset returns, discount rate changes, currency exchange rate fluctuations, actual

Unrecognized actuarial net losses related to our defined benefit pension plans and ENPP were $291.7 million as of
December 31, 2021 compared to $385.1 million as of December 31, 2020. The decrease in unrecognized net actuarial losses
between years primarily resulted from higher discount rates at December 31, 2021 comparem
a result of the amendment to our ENPP as previously discussed. The unrecognized net actuarial losses will be impacted in
future periods by actual
experience and certain other facff
of the greater of the plan’s liabila
basis over the periods discussed as foll
ows. For our U.S. salaried, U.S. hourly and U.K. defined benefit pension plans, the
population covered is predominantly inactive participants, and losses related to those plans, to the extent they exceed the
gain/loss corridor, will be amortized over the average remaining lives of those participants while covered by the respective plan.
For our ENPP, the population is predominantly active participants, and losses related to the plan will be amortized over the
average future working lifetime of the active participants expected to receive benefits. As of December 31, 2021, the average
amortization periods were as follows:

tors. For some of our defined benefit pension plans, these losses, to the extent they exceed 10%
ities or the fair value of assets (“the gain/loss corridor”), will be amortized on a straight-line

d to December 31, 2020, as well as

demographic

Average amortization period of losses related to defined benefit pension plans ........

7 years

ENPP

U.S. Plans
14 years

U.K. Plan
19 years

Unrecognized prior service cost related to our defined benefit pension plans was $7.1 million as of December 31, 2021

compared to $20.1 million as of December 31, 2020. The decrease in the unrecognized prior service cost between years is due
primarily to the amortization of unrecognized prior service cost related to prior plan amendments, as well as the amendment in
2021 previously discussed related to our ENPP. The 2021 amendment resulted in both a curtailment gain and a net prior service
credit.

As of December 31, 2021, our unfunded or underfunded obligations related to our defined benefit pension plans and

ENPP were approximately $89.2 million, primarily related to our defined benefit pension plans in Europe and the United States.
In 2021, we contributed approximately $36.0 million towards those obligations, and we expect to fund
$36.3 million in 2022. Future funding is dependent upon complim ance with local laws and regulations and changes to those laws
and regulations in the future, as well as the generation of operating cash flows in the future. We currently have an agreement in
place with the trustees of the U.K. defined benefit plan that obligates us to fund
(or approximately $21.1 million) towards that obligation through December 2022. The fundi
the current funded statustt

and could change in the future as discount rates, local laws and regulations, and other factors change.

approximately £15.6 million per year

ng arrangement is based upon

approximately

See Note 8 of our Consolidated Financial Statements for more information regarding the investment strategy and

concentration of risk.

Goodwill,ll Other Intangible

Assets and Long-Lived Assets

We test goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that
fair value of a reporting unit may be below its carrying value. A reporting unit is an operating segment or one level below an
operating segment, for example, a component. We combine and aggregate two or more components of an operating segment as
a single reporting unit if the components have similar economic characteristics. Our reportablea
units.

segments are not our reporting

Goodwill is evaluated forff

impairment annually as of October 1 using a qualitative assessment or a quantitative one-

step assessment. If we elect to perform a qualitative assessment and determine the faiff
r value of our reporting units more likely
than not exceeds their carrying value of net assets, no further evaluation is necessary. For reporting units where we perform a
the fair value of each reporting unit to its respective carrying value of net assets,
one-step quantitative assessment, we comparem
including goodwill. If the fair value of the reporting unit exceeds its carrying value of net assets, the goodwill is not considered
impaired. If the carrying value of net assets is higher than the fair value of the reporting unit, an impairment charge is recorded
in the amount by which the carrying value exceeds the reporting unit’s fair value.

We utilize a combination of valuation techniques, including an income approac

h, whereby the present value of future

expected operating net cash flows are calculated using a discount rate; and a guideline public company method, whereby
EBITDA and revenue multiples are derived from the market prices of stocks of companim
similar lines of business and that are actively traded on a freff e and open market. Assumptions included in these approaches can
positively and negatively impact the results of our assessments such as interest rates, sales and margin growth rates, tax rates,
cost structures,

market share, pricing, capital expenditures, working capita

al levels and the use of control premiums. For all

es that are engaged in the same or

reporting units, a 10 percent decrease in the estimated faiff
of our annual measurement date on October 1, 2021.

r value would have had no effect on the carrying value of goodwill as

We review our long-lived assets, which include intangible assets subjecb

t to amortization, for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation for
recoverabila
ity is performed at a level where independent cash flows may be attributed to either an asset or asset group. If we
cash
determine that the carrying amount of an asset or asset group is not recoverablea
flows of the asset or asset group, an impaim rment loss is recorded equal to the excess of the carrying amounts over the estimated
fair value of the long-lived assets. Estimates of future
cash flows are based on many factors, including current operating results,
expected market trends and competitive influences. We also evaluate the amortization periods assigned to our intangible assets
to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by
sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.

based on the expected undiscounted futurett

We make various assumptim ons, including assumptions regarding future cash flows, market multiples, growth rates and
discount rates, in our assessments of the impairment of goodwill, other indefinite-lived intangible assets and long-lived assets.
The assumptions about futurett
reporting unit or related to the long-lived assets. Discount rate assumptions are based on an assessment of the risk inherent in
the future cash flows of the reporting unit or long-lived assets. These assumptions require significant judgments on our part,
and the conclusions that we reach could vary significantly based upon these judgments.

cash flows and growth rates are based on the current and long-term business plans of the

The results of our goodwill and long-lived assets impaim rment analyses conducted as of October 1, 2021 indicated that

no indicators of impaim rment existed and no reduction in the carrying amount of goodwill and long-lived assets was required.

The COVID-19 pandemic has adversely impacted the global economy as a whole. Based on macroeconomic
conditions throughout 2020, we assessed our goodwill and other intangible assets for indications of impairment as of
March 31, 2020, June 30, 2020 and September 30, 2020. As of June 30, 2020, we concluded there were indicators of
impairment during the three months ended June 30, 2020 related to one of our smaller reporting units, which was a 50%-owned
tillage and seeding equipment joint venture. We consolidated the reporting unit as we were determined to be the primary
beneficiary of the joint venture. Deteriorating market conditions for the products the joint venture sold were negatively
impacted by the COVID-19 pandemic in the second quarter of 2020, greater than initially expected. As a result, updat
ed
strategic reviews with revised forecasts indicated an impaim rment of the entire goodwill balance of this reporting unit was
necessary as of June 30, 2020. During the three months ended June 30, 2020, an impairment charge of approximately
$20.0 million was recorded as “Goodwill impairment charge” within our Consolidated Statements of Operations, with an
offsetting benefit of approxim
The joint venture was sold during

ately $10.0 million included within “Net (income) loss attributable to noncontrolling interests.”

2021.

The results of our goodwill and long-lived assets impaim rment analyses conducted as of October 1, 2020 indicated that

no other indicators of impaim rment existed and no reduction in the carrying amount of goodwill and long-lived assets was
required related to our other reporting units.

Our goodwill impairment analysis conducted as of October 1, 2019 indicated that the carrying

value of the net assets

of our grain storage and protein production systems business in Europe/Middle East was in excess of the fair value of the
reporting unit, and therefore, we recorded a non-cash impairment charge of approximately $173.6 million within “Impairment
charges” in our Consolidated Statements of Operations. This impairment charge was a substantial portion of the reporting unit’s
goodwill balance.

During the three months ended December 31, 2019, we also recorded a non-cash impairment charge of approximately

$3.0 million within “Impairment charges” in our Consolidated Statements of Operations. The impairment charge related to
certain long-lived intangible assets associated with our grain storage and protein production systems operations within North
America dued

to the discontinuation of a certain brand name and related products and customers.

Numerous facts and circumstances are considered when evaluating the carrying amount of our goodwill. The fair value
of a reporting unit is impacm ted by the reporting unit’s expected financial performance, which is dependent upon the agricultural
t
industry and other facff
general economy, increases in farff m input costs, weather conditions, lower commodity and protein prices and changes in the
availability of credit. The estimated fair
reasonableness by reviewing a
variety of indicators evaluated over a reasonable period of time.

value of the individual reporting units is assessed forff

industry, including but not limited to, declines in the

tors that could adversely affecff

t the agricultural

As of December 31, 2021, we had approximately $1,280.8 million of goodwill. While our annual impairment testing in

2021 supported the carrying amount of this goodwill, we may be required to re-evaluate the carrying amount in future periods,
thus utilizing different assumptim ons that reflect the then current market conditions and expectations, and, therefore, we could
conclude that an impairment has occurred.

Recoverable Indirect Taxes

Our Brazilian operations incur value added taxes (“VAT”) on certain purchases of raw materials, components and

services. These taxes are accumulated as tax credits and create assets that are reduced by the VAT collected from our sales in
the Brazilian market. We regularly assesses the recoverability of these tax credits, and establishes reserves when necessary
against them, through analyses that include, amongst others, the history of realization, the transfer of tax credits to third parties
as authorized by the government, anticipated changes in the supply chain and the future expectation of tax debits fromff
ongoing operations. We believe that these tax credits, net of established reserves are realizable. Our assessment of realization of
these tax assets involves significant judgments on our part, and the conclusions that we reach could vary significantly based
upon these judgments. We recorded approxi
reserves, as of December 31, 2021 and 2020.

mately $114.4 million and $91.2 million, respectively, of VAT tax credits, net of

our

Item 7A.

Quantittt ati

ve and Qualitati

ve Disclosures About Market Risk

The Quantitative and Qualitative Disclosures about Market Risk information required by this Item set forth under the

ons “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Foreign Currency Risk

captia
Management” and “Interest Rate Risk” under Item 7 of this Form 10-K are incorporated herein by reference.

Item 8.

Financial

Statemtt

ents and Supplementarytt

Data

The following Consolidated Financial Statements of AGCO and its subsidiaries forff

each of the years in the three-year

period ended December 31, 2021 are included in this Item:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows forff

the years ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
AGCO Corporation:

Opinion on the Consolidated FinFF ancial Statements

We have audited the accompanying consolidated balance sheets of AGCO Corporation and subsidiaries (the

and cash flows for each of the years in the three-year period ended December 31, 2021, and the related

as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income,

Company)
stockholders’ equity,t
notes and financial statement schedule II — Valuation and Qualifying Accounts (collectively, the consolidated financial
statements). In our opinion, the consolidated finaff
the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows
three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

ncial statements present fairly, in all material respects, the financial position of
for each of the years in the

We also have audited, in accordance with the standards of the Publiu

c Company Accounting Oversight Board (United

States) (PCAOB), the Company’s internal control over finaff
establia
shed in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission, and our report dated February 25, 2022 expressed an unqualified opinion on the effectiveness of the
Company’s internal control over finaff

ncial reporting as of December 31, 2021, based on criteria

ncial reporting.

Basis for Opinion

These consolidated finaff

ncial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rulrr es and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

to error or fraud. Our audits included performing procedures to assess the risks of material

perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether dued
misstatement of the consolidated financial statements, whether dued
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated finaff
ncial statements. We believe that
our audits provide a reasonable basis for our opinion.

to error or fraud, and performing procedures that respond to

Critical Audit MatMM ters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated

financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the consolidated finaff
ncial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of the reserve and allowance for volume discount and sales incentive programs in certain geographic regie ons

As discussed in Note 1 to the consolidated finaff

sales incentive programs with respect to its products. As of December 31, 2021, the Company had accruedrr
and sales incentives of approxim
million. Sales incentive programs include reductions in invoice prices, reductions in retail finff ancial rates, dealer commissions
and dealer incentive allowances. Volume discounts and sales incentives are recorded at the time of sale as a reduction of
revenue using the expected value method.

ately $602.3 million and an allowance for sales incentive discounts of approximately $8.0

ncial statements, the Company provides various volume discount and
volume discounts

We identified the assessment of the reserve and allowance for volume discount and sales incentive programs in certain
geographic
regions as a critical audit matter. Auditor judgment was required to evaluate certain assumptim ons which had a higher
a
degree of measurement uncertainty. Significant assumptions included estimated incentive rates, which were the estimated rates
at which programs were applied to eligible products, and estimated achievement by dealers of specified cumulative targeted
purchase levels.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design

and tested the operating effectiveness of certain internal controls over the Company’s reserve and allowance forff
discount and sales incentive process, including controls related to the development of the significant assumptions. For certain
volume discount and sales incentive programs, we comparem
d the program details to dealer communications and the significant
assumptim ons to historical results for similar programs. We assessed the Company’s historical ability to estimate significant
assumptim ons by comparing the prior year estimated amounts to actual discounts and sales incentives realized by the customers.
We evaluated the significant assumptions by comparing them to actual results, including the results of transactions occurring
after year-end.

volume

Assessment of gross unrecognizedii

income tax benefie ts in certain jurisdictions

As discussed in Note 6 to the consolidated finaff

ncial statements, the Company has recorded a liabia lity for gross

unrecognized income tax benefits of approximately $246.4 million as of December 31, 2021. The Company recognizes income
tax benefits from uncertain tax positions only when there is a more than 50% likelihood that the tax positions will be sustained
upon examination by the taxing authorities based on the technical merits of the positions.

We identified the assessment of gross unrecognized income tax benefits in certain jurisdictions as a critical audit

matter. Complex auditor judgment and specialized skills were required in evaluating the Company’s interpretation and
application of tax laws and the estimate of the amount of tax benefits expected to be realized.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design

and tested the operating effectiveness of certain internal controls over the Company’s gross unrecognized income tax benefit
process. This included controls related to the Company’s consideration of information that could affecff
measurement of income tax benefits fromff
involved tax professionals with specialized skills and knowledge, who assisted in:

uncertain tax positions and the interpretation and application of tax laws. We

t the recognition or

•
•

evaluating the Company’s interpretation and application of tax laws
developing an expectation of the Company’s tax positions and comparing the results to the Company’s assessment

Assessment of goodwill impairment for certain report

ing units

As discussed in Note 1 to the consolidated finaff

ncial statements, the Company evaluates goodwill for impairment

annually as of October 1 and when events or circumstances indicate that faiff
value. As of December 31, 2021, the Company has $1,280.8 million of goodwill. The Companym
impairment analyses using either a qualitative or a quantitative assessment. The faiff
based on a combination of valuation techniques, including an income approach and guideline public company method. Based
on the Company’s analysis, the Company determined that the fair values of certain reporting units were in excess of the
carrying values and therefore did not record any goodwill impairment for these reporting units.

r value of a reporting unit may be below its carrying

r values of the reporting units are determined

performs its goodwill

We identified the assessment of goodwill impairment for certain reporting units as a critical audit matter because a

high degree of subjective auditor judgment was required to evaluate the fair value of the reporting units. The faiff
used the following significant assumptions for which there was limited observablea market information: forecasted revenue
growth and discount rates. The determined fair values were sensitive to changes in these significant assumptions.

r value model

The folff

lowing are the primary procedures we performed to address this critical audit matter. We evaluated the design
goodwill impairment process, including

and tested the operating effectiveness of certain internal controls over the Company’s
controls over the significant assumptim ons. We performed sensitivity analyses over the significant assumptions to assess their
impact on the Company’s fair value determination. We compared the Company’s
valuation model against underlying business strategies and growth plans. We compared the Company’s historical revenue
forecasts to actual results to assess the Company’s ability t
cast. In addition, we involved valuation professionals with
o foreff
specialized skills and knowledge who assisted in:

forecasted revenue growth used in the

•

comparing the Company’s discount rate inputs to publicly available information for comparablea
selected discount rate

entities to test the

recomputing the estimate of fair value for the reporting units using the Company’s significant assumptions and
comparing the result to the Company’s fair value estimate

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Atlanta, Georgia
February 25, 2022

AGCO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)

Years Ended December 31,
2020

2019

2021

Net sales ...................................................................................................................... $ 11,138.3
8,566.0
Cost of goods sold .......................................................................................................
2,572.3
Gross profit ...............................................................................................................

9,149.7
7,092.2
2,057.5

9,041.4
7,057.1
1,984.3

Operating expenses:

Selling, general and administrative expenses ...........................................................
Engineering expenses................................................................................................
Amortization of intangibles ......................................................................................
Impairment charges...................................................................................................
Restructuring expenses .............................................................................................

Bad debt expense ......................................................................................................
operations...............................................................................................

Income fromff

Interest expense, net..................................................................................................

Other expense, net.....................................................................................................
income taxes and equity in net earnings of affiliates ..........................

Income beforeff

Income tax provision.................................................................................................
equity in net earnings of affiliates .......................................................

Income beforeff

Equity in net earnings of affilff

iates ............................................................................

Net income ..................................................................................................................
to noncontrolling interests ..........................................
Net (income) loss attributablea

Net income attributablea

to AGCO Corporation and subsidiaries................................ $

Net income per common share attributablea

to AGCO Corporation and subsidiaries:

Basic ......................................................................................................................... $

Diluted ...................................................................................................................... $
Cash dividends declared and paid per common share................................................. $

Weighted average number of common and common equivalent shares outstanding:

Basic .........................................................................................................................
Diluted ......................................................................................................................

1,088.2
405.8
61.1
—
15.3

0.5
1,001.4

6.7

50.4
944.3

108.4
835.9

65.6

901.5
(4.5)

897.0

11.93

11.85
4.74

75.2
75.7

$
$

See accompanying notes to Consolidated Financial Statements.

1,001.5
342.6
59.5
20.0
19.7

1,040.3
343.4
61.1
176.6
9.0

14.5
599.7

15.0

22.7
562.0

187.7
374.3

45.5

419.8
7.3

427.1

5.69

5.65
0.63

75.0
75.6

$
$

5.8
348.1

19.9

67.1
261.1

180.8
80.3

42.5

122.8
2.4

125.2

1.64

1.63
0.63

76.2
77.0

AGCO CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)

Years Ended December 31,
2020

2019

2021

Net income .................................................................................................................. $
Other comprehe

nsive gain (loss), net of reclassification adjust

d ments:

901.5

419.8

122.8

(4.7)
0.6

—
(23.3)

1.6
11.8

(2.6)

(0.1)
(20.6)

(37.3)

85.5
(0.1)

85.4

Defined benefit pension plans, net of taxes:

Prior service credit (cost) arising during the year..............................................
to settlement................................................................
Net loss recognized dued

to curtailment..............................................................
Net loss recognized dued
Net actuarial gain (loss) arising during the year ................................................

Amortization of prior service cost included in net periodic pension cost..........
al losses included in net periodic pension cost.......
Amortization of net actuari

Derivative adjust

d ments:

Net changes in faiff
Net gains reclassified from accumulated other comprehensive loss into

r value of derivatives.............................................................

income...........................................................................................................
d ments...............................................................

Foreign currency translation adjust

Other comprehe

nsive gain (loss), net of reclassification adjust

d ments ........................

Comprehe
Comprehe

m
m

nsive income ...............................................................................................
to noncontrolling interests .......................
nsive (income) loss attributablea

10.0
0.1

6.3
53.6

0.6
12.3

5.1

(3.0)
(45.5)

39.5

941.0
(4.1)

0.3
0.3

—
(32.7)

2.1
13.1

5.1

(6.3)
(201.8)

(219.9)

199.9
11.6

Comprehe

nsive income attributablea

to AGCO Corporation and subsidiaries............. $

936.9

211.5

See accompanyi

ng notes to Consolidated Financial Statements.

AGCO CORPORATION

CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)

December 31,
2021

December 31,
2020

ASSETS

Current Assets:

Cash and cash equivalents........................................................................................................ $
Accounts and notes receivable, net ..........................................................................................
Inventories, net .........................................................................................................................
Other current assets ..................................................................................................................
Total current assets ..............................................................................................................
Property, plant and equipment, net .............................................................................................
Right-of-use lease assets .............................................................................................................
Investments in affiliates ..............................................................................................................
Deferred tax assets ......................................................................................................................
Other assets .................................................................................................................................
Intangible assets, net ...................................................................................................................
Goodwill .....................................................................................................................................
Total assets.................................................................................................................................. $

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Current portion of long-term debt ............................................................................................ $
Short term borrowings..............................................................................................................
Accounts payable .....................................................................................................................
Accrued expenses.....................................................................................................................
Other current liabilities.............................................................................................................
Total current liabilities.........................................................................................................
Long-term debt, less current portion and debt issuance costs.....................................................
Operating lease liabilities............................................................................................................
Pensions and postretirement health care benefits .......................................................................
Deferred tax liabila
ities.................................................................................................................
Other noncurrent liabilities .........................................................................................................
Total liabilities .....................................................................................................................

Commitments and contingencies (Note 12)
Stockholders’ Equity:
AGCO Corporation stockholders’ equity:t

Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or

outstanding in 2021 and 2020...............................................................................................

Common stock; $0.01 par value, 150,000,000 shares authorized, 74,441,312 and

74,962,231 shares issued and outstanding at December 31, 2021 and 2020, respectively...
Additional paid-in capital.........................................................................................................
Retained earnings .....................................................................................................................
Accumulated other comprehensive loss ...................................................................................
ion stockholders’ equity...................................................................
Noncontrolling interests ...........................................................................................................
Total stockholders’ equity ...................................................................................................
Total liabilities and stockholders’ equity .................................................................................... $

Total AGCO Corporat

See accompanying notes to Consolidated Financial Statements.

889.1
991.5
2,593.7
539.8
5,014.1
1,464.8
154.1
413.5
169.3
293.3
392.2
1,280.8
9,182.1

2.1
90.8
1,078.3
2,062.2
221.2
3,454.6
1,411.2
115.5
209.0
116.9
431.1
5,738.3

1,119.1
856.0
1,974.4
418.9
4,368.4
1,508.5
165.1
442.7
77.6
179.8
455.6
1,306.5
8,504.2

325.9
33.8
855.1
1,916.7
231.3
3,362.8
1,256.7
125.9
253.4
112.4
375.0
5,486.2

—

0.7
3.9
5,182.2
(1,770.9)
3,415.9
27.9
3,443.8
9,182.1

0.8
30.9
4,759.1
(1,810.8)
2,980.0
38.0
3,018.0
8,504.2

AGCO CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except share amounts)

Balance, December 31, 2018.................................................................................

76,536,755

0.8

10.2

4,477.3

$ (282.4)

(1,274.4)

1.4

(1,555.4)

60.6

2,993.5

Common Stock

Amount

Additional
Paid-in
Capital

Retained
Earnings

Defined
Benefitff
Pension
Plans

Cumulative
Translation
Adjustment

Deferred
Gains
(Losses) on
Derivatives

Accumulated
Other
Comprehensive
Loss

Noncontrolling
Interests

Total
Stockholders’
Equity

Accumulated Other Comprehensive Loss

Net income (loss) ..............................................................................................

Payment of dividends to shareholders ..............................................................

Issuance of restricted stock ...............................................................................

Issuance of stock awards...................................................................................

SSARs exercised...............................................................................................

Stock compensation ..........................................................................................

Investment by noncontrolling interests.............................................................

Distribution to noncontrolling interest..............................................................

Changes in noncontrolling interest ...................................................................

—

14,105

608,444

106,514

—

Purchases and retirement of common stock......................................................

(1,794,256)

Definff ed benefit pension plans, net of taxes:

Prior service cost arising during year.............................................................

Net loss recognized due to settlement............................................................

Net actuarial loss arising during year.............................................................

Amortization of prior service cost included in net periodic pension cost......

Amortization of net actuarial losses included in net periodic pension cost...

Deferred gains and losses on derivatives, net ...................................................

Change in cumulative translation adjustment ...................................................

—

Balance, December 31, 2019.................................................................................

75,471,562