Farmer First
TRANSFORMING
the Future of Farming
2024 Annual Report
As the largest pure-play farm equipment manufacturer
in the world, we put farmers first by providing solutions
that enable productivity, profitability and sustainability.
2024 AT-A-GLANCE
$11.7B
Annual revenue
$493M
Research and
development spend
~24,000
Global employees
2,700
Independent dealers
and distributors in
140 countries
MULTIBRAND FOCUS
FINANCIAL HIGHLIGHTS (In millions, except for share amounts)
NET SALES
2022
2023
2024
$12,651
$14,412
$11,662
ADJUSTED OPERATING INCOME*
2022
2023
2024
$1,308
$1,732
$1,043
ADJUSTED EARNINGS
PER SHARE*
2022
2023
2024
$12.42
$15.55
$7.50
FREE CASH FLOW*
2022
2023
2024
$450
$585
$297
* Refer to the Reconciliation of Non-GAAP Measures.
Dear fellow shareholders,
employees, customers
and dealers:
We stand shoulder-to-shoulder
with farmers with differentiated
machinery and innovative
technology, while providing
exceptional value as we
structurally change to become a
higher-performing company.”
— Eric P. Hansotia, Chairman, President
and Chief Executive Officer
It was another transformational year for AGCO in 2024
— our most significant yet as we structurally changed
the business to build the foundation for a more resilient,
sustainable and profitable company. The headline event was
closing the largest ag technology deal in history to create
the PTx Trimble joint venture, which was quickly merged
with our Precision Planting business to form PTx — now
an industry-leading portfolio of mixed fleet, precision ag
technologies and solutions.
We also completed the divesture of a majority of our
Grain & Protein business, better positioning us to focus
solely on agricultural equipment and precision ag
technology products in support of long-term, high-growth,
high-margin opportunities. While undertaking these
actions to drive future growth and profitability, the industry
downturn also prompted us to adapt with a new mindset
around operational efficiency, just as our farmers must
do in a down market. We made big strides to take cost out
of the organization in the near term while also launching
a longer-term comprehensive rewiring of the company,
structurally changing our baseline and how we work to
create a more agile and resilient enterprise.
In recent years, AGCO’s Farmer-First focus has fueled
significant improvements in adjusted operating margins.
That progress has lifted us from a company that in the
past ranged from around 4% adjusted operating margins
at trough, to around 8% at the top of the cycle. Despite an
industrywide correction in 2024, restructuring the portfolio
and driving operational efficiency enabled us to deliver an
adjusted operating margin of 8.9%, well above previous
downturns. In fact, it was the fourth-best adjusted operating
margin in AGCO's history. That performance confirms our
confidence that our work to structurally transform the
company is gaining momentum. We are delivering on our
commitment to relentlessly create value for both farmers
and shareholders alike.
Precision technology to solve ag challenges
Standing shoulder-to-shoulder with the farmers we serve,
AGCO is a leader in offering precision technology to solve
the toughest problems in agriculture. PTx is the next
chapter of that story and represents a massive leap forward
to position us as the leader in precision ag technologies and
solutions for mixed fleets.
Innovation is at the heart of everything we do; since 2019,
our new patent applications have grown nearly 60%, with
a record number of filings across the company in 2024.
The case for these innovative solutions has never been
clearer: Globally, the farmer is facing increasing challenges.
Population growth is matched by an increasing demand for
more meat in the diet as economies mature. Meanwhile, the
demand for ethanol and other biofuels continues to grow.
These trends mean farmers must create more grain, even
as they are pressured to do so with fewer inputs. Precision
technology is the most effective option to bridge the gap.
AGCO 2024 Annual Report 1
This challenge cannot be addressed by offering precision
solutions solely on new equipment. That is why AGCO,
uniquely, has a retrofit-first mindset aligned with the
needs of all farmers — no matter the vintage or brand of
their equipment.
This includes exciting solutions like PTx Trimble OutRun™,
a fully autonomous retrofit kit that allows tractors,
including older models, to pull grain carts without drivers
during harvest, and Precision Planting’s SymphonyVision
targeted spraying system, which employs cameras to
intelligently adjust the application of herbicide to target
only weeds and not crops. We also see a compelling need
to provide a single data platform for farmers to manage all
field work across their mixed fleets and plan to bring our
complete offering to market in 2027. Backed by accelerating
innovation, global expansion and continued development of
our channel, we expect to grow our precision ag sales to
$2 billion by 2029.
Fendt: Continuing the transformation into a
full-line, global brand
Another growth pillar of our Farmer-First strategy is the
globalization and full-line product rollout of our Fendt
premium brand. Fendt is designed to meet the needs of the
most demanding farmers in the marketplace. We are well
on our way toward unlocking Fendt’s full potential — having
grown sales in North and South America from $300 million
in 2020 to $1 billion plus in 2024. What began as a European
tractor business is now a global, full product line offering
including planters, sprayers, combines and hay equipment —
along with technology solutions. Fendt has introduced some
of the most innovative equipment in the industry, including
the award-winning Fendt® 600 Vario® Series tractor in North
America, and the Fendt Momentum® 30-Foot Planter, which
brings advanced planting benefits to smaller farms.
Fendt’s reach into new global markets has expanded
rapidly. In just four years we have increased dealer
coverage in South America from zero to around 80%, and in
North America from 40% to 80%. Today we are focused on
strengthening awareness of the Fendt brand to penetrate
more deeply in areas where we already have coverage.
These initiatives, coupled with a robust pipeline of products
under development, position us to achieve our goal of
$1.7 billion in Fendt sales by 2029.
WE OFFER A PORTFOLIO THAT DELIVERS BENEFITS
ACROSS THE GROWING CYCLE.
PLAN / PREP
ENABLERS
HARVESTING
PLANTING
CROP
PROTECTION
NUTRIENT
MANAGEMENT
Global parts: Resilient, profitable and growing
The third growth pillar of the AGCO Farmer-First strategy is
maximizing opportunities in global parts. AGCO’s approach
is straightforward: offer the right parts in the right place
with fill rates that consistently lead the industry. In 2024, we
increased the percentage of orders fulfilled from available
inventory across all four regions. E-commerce is playing an
increasing role and offers a host of benefits. Farmers enjoy
placing orders on their terms and on their schedule. This
also leads to larger orders — about 25% larger on average.
Notably, parts remains the highest-margin part of our
business, and it continues to grow throughout all market
conditions. We are on track to increase e-commerce to
25% of parts sales and to grow the parts business from
$1.8 billion in 2024 to approximately $2.3 billion in net
sales by 2029.
FarmerCore: To get even closer to farmers
Another important milestone in our transformational
journey was the 2024 launch of FarmerCore, an entirely
new approach to distribution focused on uptime. Initially
launched in North and South American markets,
FarmerCore is all about bringing the business to the
farmer instead of requiring them to come to us. That
means allowing farmers to research, buy and finance
their machines, order parts and get equipment serviced
2 AGCO 2024 Annual Report
at their location versus a dealer location. It emphasizes
mobile, on-farm solutions, utilizing high-capability service
trucks that can perform the same services as a traditional
brick-and-mortar facility. And it is all enabled through a
full suite of digital solutions. Farmers tell us they love the
flexibility and convenience of this new approach — one
that is unique in our industry.
Leveraging innovation to drive
operational efficiency
In 2024, faced with a weaker demand environment, we took
decisive actions to address expenses, including reducing
production hours by 28%. At the same time, we began
structurally changing AGCO's operations to a higher-
performing company, regardless of cycles. One way we will
achieve this better, simpler and faster way of working is
through technology with tools like artificial intelligence and
automation to simplify and standardize our work. Through
all these actions, we made the difficult decision to downsize
our global salaried workforce by approximately 6%.
An efficient organization also is one that operates
sustainably and responsibly to create long-term value. We
are especially proud of our progress in improving safety —
driving down our total case incident rate by more than 50%
from 2023 to 0.89 in 2024 — a world-class performance
and the best in our company’s history. Additionally, 71% of
locations reported zero recordable injuries, which is truly
outstanding. We like to say AGCO is where extraordinary
grows, and the hard work, dedication and commitment to
excellence of one global AGCO team allows us to deliver
even more value to farmers.
Looking forward: A more resilient AGCO built to
prosper in every environment
That value for farmers is never more critical than during
downturns. Market corrections are normal, even inevitable,
in our industry, and we expect weaker demand will likely
persist in 2025 before the cycle turns. The transformative
measures we undertook across the business in 2024 created
a more resilient AGCO — both for the coming year and
through the full market cycle. Our confidence in this
approach has led us to raise our 2029 target adjusted
operating margin to a 14%-15% range at mid-cycle. We
remain deeply committed to ongoing value creation and
to returning value to shareholders, with approximately
$1.8 billion returned over the last five years.
AGCO is at the forefront of the technology-driven
revolution that is rapidly transforming the agriculture
industry — enabling farmers to be more productive than
ever in history. We stand shoulder-to-shoulder with
farmers with differentiated machinery and innovative
technology, while providing exceptional value as we
structurally change to become a higher-performing
company. We are excited to continue — and accelerate —
that transformation, working relentlessly to grow value
for farmers and all our stakeholders.
Sincerely,
Eric P. Hansotia
Chairman, President and Chief Executive Officer
AGCO 2024 Annual Report 3
Reconciliation of Non-GAAP Measures
(In millions, except for share amounts)
Years Ended December 31,
2024
2023
2022
Income
(Loss) from
Operations
Net Income
(Loss)(1)
Net Income
(Loss) per
Share(1)
Income from
Operations (2)
Net
Income(1)
Net Income
per Share(1)(2)
Income from
Operations
Net
Income(1)(2)
Net Income
per Share(1)(2)
As reported
$ (122.1)
$(424.8)
$(5.69)
$1,700.4
$1,171.4
$15.63
$1,265.4
$889.6
$ 11.87
Restructuring and business
optimization expenses
172.7
135.9
1.82
11.9
9.5
0.13
6.1
4.8
0.06
Amortization of PTx Trimble
acquired intangibles
48.2
30.3
0.40
—
—
—
—
—
—
Transaction-related costs
67.7
55.0
0.74
16.0
11.8
0.16
—
—
—
Impairment charges
369.5
236.8
3.17
4.1
4.1
0.05
36.0
23.8
0.32
Loss on sale of business
507.3
507.3
6.80
—
—
—
—
—
—
U.S. pension plan termination
and settlement
—
18.5
0.25
—
—
—
—
—
—
Argentina currency devaluation impact
—
—
—
—
45.8
0.61
—
—
—
Divestiture-related foreign currency
translation release
—
0.7
0.01
—
8.2
0.11
—
11.4
0.15
Discrete tax items
—
—
—
—
(85.9)
(1.15)
—
—
—
Gain on full acquisition of IAS
joint venture
—
—
—
—
—
—
—
(3.4)
(0.05)
Write-down of investment in Russian
finance joint venture
—
—
—
—
—
—
—
4.8
0.06
As adjusted
$1,043.3
$ 559.7
$ 7.50
$1,732.3
$1,164.9
$15.55
$1,307.5
$930.9
$ 12.42
(1) Net income (loss) and net income (loss) per share amounts are after tax.
(2) Rounding may impact summation of amounts.
Years Ended December 31,
2024
2023
2022
Net cash provided by operating activities
$ 689.9
$1,103.1
$ 838.2
Less: purchases of property, plant and equipment
$(393.3)
$ (518.1)
$ (388.3)
Free cash flow
$ 296.6
$ 585.0
$ 449.9
Forward-Looking Statements
For our Forward-Looking Statements, please see the last pages of the report.
4 AGCO 2024 Annual Report
2025 Proxy Statement
and Notice of Annual Meeting
of Stockholders
This page is intentionally left blank.
Notice of Annual Meeting
of Stockholders
TIME AND DATE
9:00 a.m., Eastern Time, on Thursday,
April 24, 2025
PLACE
AGCO Corporation, 4205 River Green Parkway,
Duluth, Georgia 30096
RECORD DATE
Only stockholders of record as of the close of
business on March 7, 2025 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 7, 2025, 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 7, 2025 will be available for
examination by any stockholder for a period of 10
days prior to the Annual Meeting at our offices at
the above address during normal business hours.
ITEMS OF BUSINESS:
1. To elect nine directors to the Board of Directors for terms expiring at the Annual Meeting in 2026;
2. To consider a non-binding advisory resolution to approve the compensation of the Company’s named executive
officers (“NEOs”);
3. To approve the AGCO Corporation Employee Stock Purchase Plan;
4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025; and
5. 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.
By Order of the Board of Directors
ROGER N. BATKIN
Corporate Secretary
Atlanta, Georgia
March 24, 2025
2025 Proxy Statement
1
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
9:00 a.m., Eastern Time, on Thursday,
April 24, 2025
PLACE
AGCO Corporation, 4205 River Green Parkway,
Duluth, Georgia 30096
RECORD DATE
March 7, 2025
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
Board Vote Recommendation
Election of directors
FOR EACH NOMINEE
Advisory vote on executive compensation
FOR
Approval of the AGCO Corporation Employee Stock
Purchase Plan
FOR
Ratification of the selection of KPMG LLP
FOR
2
AGCO Corporation
DIRECTOR NOMINEES
The following table provides summary information about each nominee. Directors are elected annually. AGCO has majority
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.
Director
Since
Committee Membership
Name
Age
Brief Biography
Independent
EC
AC
FC
GC
SC
TC
Michael C. Arnold
68
2013
Lead Director of AGCO Corporation,
Former President and Chief
Executive Officer, Ryerson Inc.
l
l
Sondra L. Barbour
62
2019
Former Executive Vice President,
Lockheed Martin Corporation
l
l
l
l
Suzanne P. Clark
57
2017
President, Chief Executive Officer,
U.S. Chamber of Commerce
l
l
l
Bob De Lange
55
2021
Group President, Services,
Distribution and Digital,
Caterpillar Inc.
l
l
l
Zhanna Golodryga(1)
69
2025
Executive Vice President,
Emerging Energy and Sustainability,
Phillips 66
Eric P. Hansotia
56
2020
Chairman, President & CEO,
AGCO Corporation
l
Niels Pörksen
61
2021
Chairman, Chief Executive Officer,
Südzucker AG
l
l
David Sagehorn
61
2022
Former Executive Vice President
and Chief Financial Officer,
Oshkosh Corporation
l
l
l
Matthew Tsien
64
2021
Former Executive Vice President,
Chief Technology Officer, General
Motors and Former President,
General Motors Ventures
l
l
EC
Executive Committee
FC
Finance Committee
SC
Sustainability Committee
l
Chair
AC
Audit Committee
GC
Governance Committee
TC
Talent and Compensation
Committee
l
Member
(1)
Ms. Golodryga was appointed to the Board effective April 1, 2025. The Board expects to appoint Ms. Golodryga to one or more of its
committees, with such committee assignment(s) to be determined at a later date.
SUMMARY
2025 Proxy Statement
3
DIVERSITY OF NOMINEES
BOARD TENURE OF NOMINEES(1)*
(1)
As of March 7, 2025.
*
Average Board Tenure - approximately 5 years
GOVERNANCE
We have focused significant attention on a systematic and comprehensive review of our governance practices. Our
governance best practices include:
• Annual election of the Board of Directors
• Five-year term limit for our Lead Director and chairs of our Audit, Governance and Talent and Compensation Committees;
• Continuation of our Board refresh process, with the addition of five new independent members since 2021;
• Regular review of committee assignments in order to bring fresh perspectives;
• Single class of shares
• Share ownership requirements for our directors, CEO and all other executive officers; and
• Compensation recovery policy and 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 stockholders.
EXECUTIVE COMPENSATION ADVISORY VOTE
We are asking stockholders to approve on an advisory basis our named executive officer compensation.
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.
SUMMARY
4
AGCO Corporation
30%
20%
80%
70%
Gender
Ethnic
5
< or equal
4 years
5-8 years
> 8 years
1
3
APPROVAL OF AGCO CORPORATION EMPLOYEE STOCK
PURCHASE PLAN
We are asking our stockholders to approve the AGCO Corporation Employee Stock Purchase Plan (the “ESPP”). The Board
adopted the ESPP on December 12, 2024, subject to stockholder approval. The purpose of the ESPP is to provide
employees of the Company and its participating subsidiaries and affiliates with an opportunity to acquire an interest in the
Company through the purchase of shares of our common stock (which are offered at a discounted purchase price). The
ESPP is intended to build an ownership mindset among employees, foster employees’ commitment to the Company and
allow employees to share in the growth and success of the Company.
The ESPP includes two components. One component is geared toward U.S. participants and is structured to comply with
the requirements of Section 423 of the Internal Revenue Code (the “423 Component”). The Company intends that the 423
Component of the ESPP, if approved, qualify as an “employee stock purchase plan” under Section 423 of the Internal
Revenue Code so that employees located in the U.S. who participate in the ESPP will enjoy certain tax advantages.
The other component is geared toward non-U.S. participants and is not structured to comply with the requirements of
Section 423 of the Code (the “Non-423 Component”). The Non-423 Component enables the Company to tailor the benefits
provided under the ESPP for participants located in jurisdictions outside of the U.S.
For more information on the AGCO Corporation Employee Stock Purchase Plan, please see “Proposal 3 — Approval of
AGCO Corporation Employee Stock Purchase Plan” in this proxy statement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As a matter of good corporate governance, we are asking our stockholders to ratify the Audit Committee’s appointment of
KPMG LLP as our independent registered public accounting firm for 2025. KPMG LLP served as the Company’s
independent registered public accounting firm for 2024 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 forth below is summary information with respect to KPMG LLP’s fees for services provided in 2024 and 2023.
2024
2023
Type of Fees
(in thousands)
Audit Fees
$
10,891
$
7,873
Audit-Related Fees
74
97
Tax Fees
—
—
Other Fees
—
—
Total
$
10,965
$
7,970
SUMMARY
2025 Proxy Statement
5
Table of Contents
Information Regarding the Annual Meeting
7
Proposal 1 Election of Directors
9
Board of Directors and Corporate Governance
17
Proposal 2 Non-Binding Advisory Resolution to Approve the Compensation of the Company’s NEOs
26
Proposal 3 Approval of the AGCO Corporation Employee Stock Purchase Plan
28
Proposal 4 Ratification of Company’s Independent Registered Public Accounting Firm for 2025
33
Other Business
33
Principal Holders of Common Stock
34
Certain Officers
36
Compensation Discussion & Analysis
38
Summary of 2024 Compensation
59
2024 Summary Compensation Table
60
2024 Grants of Plan-Based Awards
62
Outstanding Equity Awards at Year-End 2024
63
SSAR Exercises and Stock Vested in 2024
64
Pension Benefits
65
2024 Pension Benefits Table
66
Other Potential Post-Employment Payments
68
Pay Versus Performance
71
2024 CEO Pay Ratio
75
Talent and Compensation Committee Report
76
Audit Committee Report
77
Certain Relationships and Related Party Transactions
79
Annual Report to Stockholders
80
Annual Report on Form 10-K
80
Independent Registered Public Accounting Firm
80
Stockholders’ Proposals
80
Reconciliation of Non-GAAP Measures
81
Appendix: AGCO Corporation Employee Stock Purchase Plan
84
6
AGCO Corporation
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. You may also
revoke your proxy card 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 nine director nominees described below; (ii) in favor of the non-binding advisory resolution to approve the compensation
of the Company’s NEOs; (iii) in favor of approval of the AGCO Corporation Employee Stock Purchase Plan; (iv) in favor of
ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025;
and (v) in their best judgment with respect to any other business brought before the Annual Meeting.
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, officers 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 24, 2025.
The Company’s 2024 Annual Report on Form 10-K is also enclosed and should be read in conjunction with the matters set
forth herein.
INFORMATION REGARDING VOTING
Only stockholders of record as of the close of business on March 7, 2025, are entitled to notice of and to vote at the
Annual Meeting. On March 7, 2025, the Company had outstanding 74,582,029 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.
QUORUM REQUIREMENT
A quorum of the Company’s stockholders is necessary to hold a valid meeting. The Company’s By-Laws provide that a
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 determines 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.
2025 Proxy Statement
7
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 set forth 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 resolution to approve the compensation of the Company’s NEOs requires the
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 only, it will not be binding on the Company or the Board. However, the Talent and
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.
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 affect the vote on this proposal.
VOTE NECESSARY TO APPROVE THE AGCO CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Approval of the AGCO Corporation Employee Stock Purchase Plan requires the affirmative 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 not permitted to vote your shares with
respect to the approval of the AGCO Corporation Employee Stock Purchase Plan even if your broker does not receive voting
instructions from you. Abstentions and broker non-votes will not affect 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 2025
requires the affirmative 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 2025 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-Laws 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 States Securities and Exchange Commission (“SEC”), the Company is making
this proxy statement and its annual report available to stockholders electronically via the Internet. The proxy statement and
annual report to stockholders are available at www.agcocorp.com. The proxy statement and the annual report to
stockholders is available under the heading “Financials & Filings” in our website’s “Investors” section.
INFORMATION REGARDING THE ANNUAL MEETING
8
AGCO Corporation
PROPOSAL
1
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 over” 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
resignation, our Governance Committee and the Board may consider any factors that they deem relevant. Our By-Laws also
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 provide that directors will be elected by a plurality vote.
For this year’s Annual Meeting, the Governance Committee has recommended, and the Board has nominated, the nine
individuals named below to serve as directors until the Annual Meeting in 2026 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:
2025 Proxy Statement
9
MICHAEL C.
ARNOLD
Age: 68
Director since October 2013
Lead Director since
January 2021
SONDRA L.
BARBOUR
Age: 62
Director since April 2019
• 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)
• Lead Independent Director of the Board of Directors of
Kaiser Aluminum Corporation, where he also serves on
the Executive Committee and is Chairman of the
Nominating and Governance Committee
• Former member of the Board of Directors of Gardner
Denver, Inc.
• 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 Officer, 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.,
where she serves on the Audit and Environmental,
Social, Nominating and Governance Committees
• Former member of the Board of Directors of
3M Company and Perspecta Inc.
• Chair 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 developed extensive
manufacturing and distribution expertise at both. As an
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, mergers & acquisitions, capital
allocation, manufacturing, distribution, 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.
Qualifications and Skills:
During her 30-year career with Lockheed Martin, retiring
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 services to
customers. She also managed Lockheed Martin’s
internal audit function. Ms. Barbour brings to the Board
substantial information technology, internal control and
international experience.
PROPOSAL 1 ELECTION OF DIRECTORS
10
AGCO Corporation
SUZANNE P.
CLARK
Age: 57
Director since April 2017
BOB De LANGE
Age: 55
Director since January 2021
• Chief Executive Officer of the U.S. Chamber 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 the Economic Club of
Washington, D.C.
• 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 of TransUnion, where
she serves as the Chair of the Risk and Compliance
Committee and serves on the Audit Committee
• Group President, Services, Distribution and Digital of
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 Chief Executive Officer of the U.S. Chamber of
Commerce, Ms. Clark serves as the U.S. private
sector’s top commercial diplomat and has unequaled
insight into American industry and commerce as well as
the 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.
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-engineered 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.
PROPOSAL 1 ELECTION OF DIRECTORS
2025 Proxy Statement
11
ZHANNA
GOLODRYGA
Age: 69
Director since April 2025
ERIC P. HANSOTIA
Age: 56
Director since October 2020
• Currently serves as Executive Vice President, Emerging
Energy and Sustainability at Phillips 66, a leading
integrated downstream energy, manufacturing and
logistics company
• Previously served as Senior Vice President,
Chief Digital and Administrative Officer at Phillips 66
• Prior to joining Phillips 66, Ms. Golodryga served as
Chief Information Officer and Senior Vice President for
Services at Hess Corporation and Chief Information
Officer at BHP Billiton Petroleum
• Serves on the Board of Directors of Regions Financial
Corporation and chairs the Technology Committee
• Board Member of the Memorial Hermann Foundation
• Chairman, President & CEO since January 1, 2021
• Senior Vice President, Chief Operating Officer of AGCO
from January 2019 to December 2020; Senior Vice
President, Global Crop Cycle and Fuse Connected
Services, from 2015 to January 2019; and Senior Vice
President, Global Harvesting and Advanced Technology
Solutions, from 2013 to 2015.
• Prior to joining AGCO, Mr. Hansotia held several
positions within Deere & Company 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 The Toro
Company, where he serves on the Nominating and
Governance, and the Compensation and Human
Resources Committees
• Member of The Business Council
• Member of the North American Agriculture Advisory
Board (Rabobank)
Qualifications and Skills:
With more than 30 years of various leadership roles
in the energy industry and the information technology
field, Ms. Golodryga currently serves as Executive
Vice President, Emerging Energy and Sustainability at
Phillips 66, where she is responsible for driving
Energy Transition and Decarbonization across the
enterprise. She has held senior roles at Phillips 66
since 2017 and in her previous role led the business
transformation enabled by digital technology,
including machine learning and AI. Ms. Golodryga
brings to the Board substantial technology, innovation
and digital, sustainability, corporate governance and
international experience.
Qualifications and Skills:
With more than 30 years of experience in the
agricultural equipment industry, including working in
Europe, 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.
PROPOSAL 1 ELECTION OF DIRECTORS
12
AGCO Corporation
NIELS PÖRKSEN
Age: 61
Director since October 2021
DAVID SAGEHORN
Age: 61
Director since March 2022
• Chairman and 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 member of the Executive Board of Nordzucker
• Former Chairman of the Board of Industrieverband
Agrar, a European agriculture industry association
• Various leadership positions with German-based BASF
in various countries including Divisional Head of Global
Strategic Marketing, Managing Director for Plant
Protection and Head of Product Development,
Consulting and Registration
• Former Executive Vice President and Chief Financial
Officer of Oshkosh Corporation
• Various other management positions with Oshkosh
Corporation, including Vice President and Treasurer;
Vice President, Business Development; and
Vice President, Defense Segment
• Member of the Board of Directors of Chart
Industries, Inc., where he serves on the Compensation
Committee and is Chair of the Audit Committee
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
expertise in agricultural 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 Europe/Middle East,
from which 58% of AGCO’s sales are derived.
Qualifications and Skills:
Through his service for 13 years as the Chief Financial
Officer of a large, multi-national manufacturer of
specialty vehicles and access equipment for the
construction, defense and other vocational industries,
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 expertise also adds depth to the Board’s expertise
with audit, public-company disclosure and
related functions.
PROPOSAL 1 ELECTION OF DIRECTORS
2025 Proxy Statement
13
MATTHEW TSIEN
Age: 64
Director since January 2021
• Director, Magna International since May 2023
• 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 Officer and Director, Business
Planning, GM China
Qualifications and Skills:
Through his 40-year career with General Motors prior to
his retirement, including 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. Mr. Tsien brings to the Board years of
experience in engineering, electrification, connectivity,
manufacturing, supply chain management and product
design. Mr. Tsien has significant expertise in
the management of and investment in
evolving technologies.
PROPOSAL 1 ELECTION OF DIRECTORS
14
AGCO Corporation
DIRECTOR SKILLS
The following table presents on an individual basis the skills and experience of our Board Nominees in areas that are of
importance to our Company. Our Board refreshment efforts over the last several years have strengthened the relevant skill
set of our Board. Each Director nominee brings his or her own unique background and range of expertise, knowledge and
experience, which provides a comprehensive and optimal mix of skills and qualifications necessary for our Board to
effectively fulfill its oversight responsibilities.
Director Skills/Experience
Public Company Leadership
Experience serving as Chair, CEO, COO, CFO of publicly
traded companies of significant size and complexity.
●
●
●
●
Corporate Governance
Experience in U.S. corporate governance
through previous Board experience or
executive employment.
●
●
●
●
●
●
●
Risk Management / Regulatory
Experience identifying, managing and mitigating
significant business risks (financial, operational,
compliance, reputational, etc.).
●
●
●
●
●
International
Experience conducting business inside and outside the
U.S., or other meaningful exposures to non-U.S.
cultures, markets and economies.
●
●
●
●
●
●
●
●
●
Agriculture
Experience in the agriculture industry and understand
the impact of growing conditions and economic factors
on the industry.
●
●
●
Manufacturing
Experience managing manufacturing operations,
capabilities, capital needs, supply chains and cost and
operating efficiencies.
●
●
●
●
●
●
●
●
Finance & Accounting
Experience and understanding of financial performance
and financial reporting processes for public companies
and awareness of strategies to ensure accurate and
compliant reporting and robust financial controls.
●
●
●
Sustainability
Experience strengthens the Board's oversight of
sustainability policies, initiatives and reporting.
●
●
●
Technology, Innovation & Digital
Experience in engineering, research and development,
product and/or process innovation, information
technology, digitization, data and analytics and
data management.
●
●
●
●
●
PROPOSAL 1 ELECTION OF DIRECTORS
2025 Proxy Statement
15
Arnold
Barbour
Clark
De Lange
Golodryga
Hansotia
Pörksen
Sagehorn
Tsien
DIRECTORS NOT STANDING FOR REELECTION
Two of our directors are not standing for reelection. Mr. George E. Minnich will retire as a result of our mandatory
retirement age for directors and after 17 years of service on the Board. The Board thanks Mr. Minnich for his dedicated
and excellent service. We currently are in advanced discussions with Tractors and Farm Equipment Limited (“TAFE”)
regarding the resolution of the ongoing litigation and various other matters. As a result of those discussions, TAFE desires
not to seek nomination on the Board under the Letter Agreement (as defined in the “Certain Relationships and Related
Party Transactions” section). Accordingly, Ms. Mallika Srinivasan will not stand for reelection as a director.
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, particularly those
who are expected to retire in the near-term, and regularly interviews potential candidates. In 2025, Zhanna Golodryga
joined the Board, bringing further expertise in the technology field, with experience in cybersecurity, digital and
business transformation.
PROPOSAL 1 ELECTION OF DIRECTORS
16
AGCO Corporation
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 to Section 303A.02(b) of the NYSE rules, who is an executive officer of the Company at any time during the
preceding three years;
• 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 or other affiliate
in excess of $120,000, other than for director and committee fees and pension or other forms of deferred
compensation for prior service to the Company or, solely in the case of an immediate family member, compensation for
services to the Company as a non-executive employee;
• be a current partner or current employee of a firm that is the internal or external auditor of the Company or any
subsidiary or other affiliate, or have an immediate family member that is a current partner or current employee of such a
firm who personally works on an audit of the Company or any subsidiary or other affiliate;
• have been or have an immediate family member who was at any time during the preceding three years a partner or
employee of such an auditing firm who personally worked on an audit of the Company or any subsidiary or other affiliate
within that time;
• 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 other affiliate serve or served at the same time on the other company’s Talent and Compensation
Committee; or
• 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 or other affiliate for property or services in
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.
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 fee from the Company or any subsidiary; or
• be an “affiliated 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 affiliate or receive any compensation from the
Company other than for services as a director;
• receive remuneration from the Company or an affiliate, 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
available from, the NYSE. In affirmatively determining the independence of any director who will serve on the Talent and
Compensation Committee, the Board of Directors considers all factors specifically relevant to determining whether such
director has a relationship to the Company that 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
forth in the NYSE rules.
2025 Proxy Statement
17
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 an Amended and Restated Letter Agreement,
dated April 24, 2024, and that expires on April 24, 2025, regarding the current and future accumulation by TAFE of shares
of the Company’s common stock and certain governance matters, including the Company’s nomination of a director
candidate selected by TAFE. In April 2024, the Company gave notice to TAFE that the Company was terminating all of
its commercial relationships with 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 six standing committees: an Executive Committee, an Audit Committee, a
Finance Committee, a Governance Committee, a Sustainability Committee and a Talent and Compensation Committee.
Each of the committees has a written charter. The Board has determined that each member of the Audit, Governance and
Talent and Compensation Committees is an independent director under the applicable rules of the Internal Revenue Code,
NYSE and SEC with respect to such committees. The following is a summary of 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
Bob De Lange
George E. Minnich
Chair:
Sondra L. Barbour*
Other Members:
George E. Minnich*
David Sagehorn*
Matthew Tsien
*indicates “audit
committee financial
expert,” as defined under
the regulations of the SEC
Principal Responsibilities
• Is authorized, between meetings of the Board, to
take such actions in the management of the
business and affairs of the Company which, in the
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 Certificate of Incorporation or By-Laws
or other applicable laws or regulations.
Principal Responsibilities
• 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 of
the Audit Committee for inclusion in the Company’s
proxy statement.
• Reviews with management the Company’s enterprise
risk assessment and risk management framework as
well as relevant mitigation strategies.
• Oversees cyber risk, information security and
technology risk, including management’s actions to
identify, assess, mitigate and remediate material
cybersecurity issues and risks.
• The report of the Audit Committee for 2024 is set
forth under the caption “Audit Committee Report.”
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
18
AGCO Corporation
FINANCE COMMITTEE
GOVERNANCE COMMITTEE
Chair:
George E. Minnich
Other Members:
Sondra L. Barbour
Niels Pörksen
David Sagehorn
Chair:
Michael C. Arnold
Other Members:
Bob De Lange
George E. Minnich
Niels Pörksen
Principal Responsibilities
• 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.
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 service on the committees of the Board;
• developing and recommending to the Board a set
of corporate governance principles and guidelines
applicable to the Company; and
• overseeing the evaluation of the Board.
SUSTAINABILITY COMMITTEE
TALENT AND COMPENSATION
COMMITTEE
Chair:
Bob De Lange
Other Members:
Suzanne P. Clark
Mallika Srinivasan
Chair:
Suzanne P. Clark
Other Members:
Sondra L. Barbour
David Sagehorn
Matthew Tsien
Principal Responsibilities
• Assists the Board in the oversight of:
• the Company’s policies, strategies and practices
related to environmental matters;
• the Company’s workplace safety and human rights
policies, practices, and strategies;
• the Company’s public disclosure of its
sustainability posture and stockholder
engagement related to the Company’s
environmental and social footprint activities; and
• the Company’s identification, assessment and
management of risks associated with
sustainability issues, including, but not limited to,
climate-related risks.
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.
• Produces an annual report of the Talent and
Compensation Committee on executive
compensation for inclusion in the Company’s proxy
statement.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2025 Proxy Statement
19
COMMITTEE COMPOSITION AND MEETINGS
The following table shows the current membership of each committee and the number of meetings held by each committee
during 2024. The Company will determine the composition and chair positions of the respective committees for the
remainder of 2025 following the Annual Meeting.
Director
Executive
Audit
Finance
Governance
Sustainability
Talent and
Compensation
Michael C. Arnold
●
●
Sondra L. Barbour
●
●
●
●
Suzanne P. Clark
●
●
●
Bob De Lange
●
●
●
Zhanna Golodryga(1)
Eric P. Hansotia
●
George E. Minnich(2)
●
●
●
●
Niels Pörksen
●
●
David Sagehorn(3)
●
●
●
Mallika Srinivasan(4)
●
Matthew Tsien
●
●
Total meetings in 2024
4
11
4
6
3
5
●Committee Chair
●Member
(1)
Ms. Golodryga was appointed to the Board effective April 1, 2025. The Board expects to appoint Ms. Golodryga to one or more of its
committees, with such committee assignment(s) to be determined at a later date.
(2)
Mr. Minnich will not stand for reelection as he is retiring effective as of the 2025 Annual Meeting.
(3)
Mr. Sagehorn joined the Finance Committee in April 2024.
(4)
Ms. Srinivasan will not stand for reelection as discussed in the “Directors Not Standing for Reelection” section.
During 2024, the Board held five 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. Of the five meetings held
during 2024, four were held in-person and one was held virtually.
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 2021, the Board
has added five 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, particularly 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;
• integrity and reputation;
• wisdom and judgment;
• independence;
• willingness and ability to participate 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).
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
20
AGCO Corporation
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 thought, experience, educational and professional
background and other factors contributes to effective governance over the affairs of the Company for the benefit of its
stockholders, and in every director search it strives to interview a diverse group of candidates. Dependent upon the
specific needs of the Board at that time, when evaluating candidates for nomination as new directors, the Governance
Committee ensures that included in any initial list of candidates, which is developed and from which new director nominees
are to be identified by the Committee, will be candidates with a diversity of race, ethnicity and gender and the Committee
considers candidates with diverse backgrounds in terms of knowledge, experience, skills and other characteristics in any
initial list of candidates developed as part of a director search. 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.
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, AGCO Corporation,
4205 River Green Parkway, Duluth, Georgia 30096, who will forward it to the chair 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 no later than 60 days and no earlier than 90 days prior to the
anniversary date of the immediately preceding Annual Meeting of stockholders. The Committee does not necessarily
respond directly to a submitting stockholder regarding recommendations.
In the event that a stockholder decides to formally nominate an individual for election as a director, as contrasted with
recommending an individual to the Governance Committee, the process for such nomination is described in the By-Laws
of the Company.
STOCKHOLDER OUTREACH AND GOVERNANCE UPDATE
STOCKHOLDER OUTREACH
We value and place a great importance on maintaining an active stockholder outreach process. We engage in discussions
with stockholders throughout the year and invite stockholders representing approximately 50% of our shares that request
the opportunity to discuss AGCO with them and hold discussions with each stockholder who requests a meeting. These
discussions include the topics of business strategy, financial performance, Board composition and refreshment,
sustainability and compensation. We also talked with over 100 other stockholders during the course of 2024 as part
of regular engagement with our investor relations team.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2025 Proxy Statement
21
GOVERNANCE UPDATE
Our Governance Committee regularly conducts a systematic and comprehensive review of governance practices with the
objective of considering topics at each meeting and, over a reasonable time, updating our practices where the Committee
concludes that there may be alternative or additional practices that would be in the best interests of our stockholders. To
assist them in this process, the independent directors continue to retain a recognized independent expert. The Governance
Committee regularly reviews various governance topics, including:
• Committee Chair Rotation. The Governance Committee continues to employ a term limit of five years for the Chairs of
the Audit, Governance, and Talent and Compensation Committees. We believe that the limit better assures fresh
perspectives in each committee’s consideration of appropriate topics. We also believe that a five-year limit is a
best practice.
• Committee Structure and Refreshment. We regularly review the Board committee structure and have considered the
suggestion 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 regularly review
Board committee membership and committee assignments to enhance Board knowledge and to bring fresh
perspectives. Most recently, in 2022, we added a Sustainability Committee.
• Lead Director Duties. The Governance Committee previously expanded the Lead Director duties to 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 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
maintains a limit for the Lead Director role, in the absence of exceptional circumstances, of five years.
• Share Ownership Requirements. The Governance Committee regularly reviews the share ownership requirements for
directors and current requirement of share ownership of common stock, or other equity equivalents, for non-employee
directors is equal in value to five-times the value of the annual retainer.
At the same time, the Governance Committee currently requires a share ownership requirement for our CEO and other
executive officers of six-times and three-times their base compensation, respectively. We believe that these ownership
requirements reflect best practices.
• Board Size 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 five new independent members since 2021 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-party 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. Our current policy prohibits hedging and 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 officer 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 our Chairman and CEO at the end of
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 fewer than six
different Committee meetings over 10 months, as well as at executive sessions, full-Board meetings and 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, which may
include 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 service (overboarding), proxy access
and other appropriate topics that are brought to the Committee’s attention.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
22
AGCO Corporation
BOARD LEADERSHIP STRUCTURE
Mr. Hansotia, who is also the Chief Executive Officer of the Company, serves as Chairman of the Board; Mr. Arnold serves
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 major stockholders, leads the performance evaluation process
of the Chief Executive Officer and has the authority to call meetings of the independent directors.
The Board reviews the Company’s Board leadership structure annually. As part of this process, the Board considered the
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 serve as Chairman is important because it best reflects the
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 leadership at the highest levels of management. At the same time, having a Lead Director with a
well-defined role provides an appropriate level of independent oversight and an effective channel for communications
when needed.
RISK OVERSIGHT
The Company’s management maintains an enterprise 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. Using an outline provided by the Center on Executive Compensation (“CEC”),
we completed an assessment in early 2024 to determine whether our compensation programs discourage plan
participants from taking “excessive risks.” The assessment confirmed, using the CEC criteria, that our compensation
program discourages taking excessive risks. Management periodically meets with the Company’s Audit Committee
and Talent and Compensation Committee and reviews these and other risks, including cyber-related 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, includes
the following:
• our corporate governance principles and charters for the Audit, Executive, Finance, Governance, Sustainability, and
Talent and Compensation Committees of the Board are available under the “Investors” section of our website under the
heading “Governance;” and
• the Company’s Global Code of Conduct is available under the “About Us” section of our website under the heading
“Code of Conduct.”
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 heading “Code of Conduct” of our website.
In addition, the Board also has a set of “Roles, Responsibilities and Expectations” designed to provide for a uniform
understanding of the operation and functioning of the Board and its collegial operations.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2025 Proxy Statement
23
TALENT AND COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During 2024, Messrs. Sagehorn 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 2024. None of the Company’s executive officers serve on the Board of Directors
of any company of which any director of the Company serves as executive officer.
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 $135,000 plus
$185,000 in restricted shares of the Company’s common stock for Board service. Committee chairs received an additional
annual retainer of $15,000 (or $25,000 for the chair of the Audit Committee, $20,000 for the chair of the Talent and
Compensation Committee and $17,500 for the chair of the Governance Committee). Mr. Arnold, who was the Lead Director
in 2024, also received an additional annual $40,000 Lead Director’s fee. Each non-employee director received an
additional annual retainer of $6,000 if they served on three or more Board committees (excluding the Executive
Committee). The Company does not have any consulting arrangements with any of its directors.
2024 DIRECTOR COMPENSATION
Name(1)
Fees Earned
or Paid
in Cash
($)
Stock
Awards(2)
($)
Total
($)
Michael C. Arnold
192,500
185,000
377,500
Sondra L. Barbour
166,000
185,000
351,000
Suzanne P. Clark
155,000
185,000
340,000
Bob De Lange
150,000
185,000
335,000
George E. Minnich
156,000
185,000
341,000
Niels Pörksen
135,000
185,000
320,000
David Sagehorn(3)
139,104
185,000
324,104
Mallika Srinivasan
135,000
185,000
320,000
Matthew Tsien
135,000
185,000
320,000
(1)
Mr. Hansotia, as an employee of the Company, was not compensated for his service on the Board.
(2)
The Long-Term Incentive Plan provides for annual restricted stock grants of the Company’s common stock to all non-employee
directors. For 2024, each non-employee director was granted $185,000 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 2024 annual grant occurred on April 25, 2024, resulting in 1,572 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 in certain jurisdictions, each director held the following shares as of December 31,
2024 related to this grant: Mr. Arnold — 1,572 shares; Ms. Barbour — 1,572 shares; Ms. Clark — 1,572 shares; Mr. De Lange —
1,572 shares; Mr. Minnich — 1,021 shares; Mr. Pörksen — 1,289 shares; Mr. Sagehorn — 1,572 shares; Ms. Srinivasan — 1,100
shares; and Mr. Tsien — 1,572 shares.
(3)
Mr. Sagehorn joined the Finance Committee, in addition to his existing roles on the Audit and Talent and Compensation Committee, in
April 2024 and received a pro-rata portion of the annual $6,000 retainer for serving on three or more Board committees (excluding the
Executive Committee) during 2024.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
24
AGCO Corporation
DIRECTOR ATTENDANCE AT THE ANNUAL MEETING
It is policy that all directors are expected to attend Annual Meetings of the Company’s stockholders. All of the incumbent
directors on the Board attended the Company’s Annual Meeting held in April 2024 in person.
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 particular 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, AGCO Corporation, 4205 River
Green Parkway, Duluth, Georgia 30096. The correspondence should indicate the writer’s interest in the Company and
clearly specify whether it is intended to be forwarded to the entire Board or to one or more particular directors. The
Corporate Secretary will forward all correspondence satisfying these criteria.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2025 Proxy Statement
25
PROPOSAL
2
NON-BINDING ADVISORY RESOLUTION TO APPROVE THE
COMPENSATION OF THE COMPANY’S NEOs
The Board recommends a vote “FOR” the non-binding advisory resolution to approve the
compensation of the Company’s NEOs.
In accordance with the requirements of Section 14A of the Exchange Act, the Board is submitting a “say-on-pay” proposal
for stockholder consideration. While the vote on executive compensation is non-binding and solely advisory in 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 are described under “Compensation Discussion
and Analysis.”
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
Company’s executive compensation opportunity is related to factors that directly and indirectly influence stockholder value.
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 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 generally 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 (“AIP Plan”) that includes targets that are 40% based upon adjusted operating
margin and 40% based on Return on Net Assets (“RONA”), both of which are adjusted on a sliding scale based upon
changes in industry conditions to address agricultural equipment industry cyclicality that often does not reflect the
performance of the overall economy. The sliding scale addresses this cyclicality by normalizing targets so executives will
be rewarded for operational performance and quick response to changing demands. In addition, the targets also include
10% based on “employee engagement” and 10% based 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 (“RSUs”), which comprise approximately
40% of an NEO’s target LTI award. The performance share plan includes targets that are 50% based upon three-year
revenue growth and 50% based upon three-year RONA (which is adjusted on a sliding scale based on changes in
industry conditions to address agricultural equipment industry cyclicality), both subject to a relative Total Shareholder
Return (“TSR”) modifier of +/- 20%;
• Awards under the LTI Plan include so-called “double trigger” equity vesting in the event of change of control;
• A compensation recovery policy, compliant with NYSE listing standards, requiring the Company to recoup erroneously
awarded incentive compensation from executive officers in the event of certain accounting restatements;
• 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);
26
AGCO Corporation
• A plan design that mitigates the possibility of excessive risk that could harm long-term stockholder value;
• Following Mr. Crain’s retirement at the end of 2024, no remaining NEO is entitled to a gross-up 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 careful
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.
We are asking our stockholders to indicate their support for 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 basis, the compensation of the Company’s
named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis, the 2024 Summary Compensation Table and the
other related tables and accompanying narrative set forth in this Proxy Statement.”
PROPOSAL 2 NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NEOs
2025 Proxy Statement
27
PROPOSAL
3
APPROVAL OF THE AGCO CORPORATION EMPLOYEE STOCK
PURCHASE PLAN
The Board recommends a vote “FOR” the approval of the approval of the AGCO Corporation
Employee Stock Purchase Plan.
OVERVIEW
We are asking our stockholders to approve the AGCO Corporation Employee Stock Purchase Plan (ESPP). The Board
adopted the ESPP on December 12, 2024, subject to stockholder approval. The purpose of the ESPP is to provide
employees of the Company and its participating subsidiaries and affiliates with an opportunity to acquire an interest in the
Company through the purchase of shares of our common stock (which are offered at a discounted purchase price). The
ESPP is intended to build an ownership mindset among employees, foster employees’ commitment to the Company and
allow employees to share in the growth and success of the Company.
The ESPP includes two components. One component is geared toward U.S. participants and is structured to comply with
the requirements of Section 423 of the Internal Revenue Code (the “423 Component”). The Company intends that the 423
Component of the ESPP, if approved, qualify as an “employee stock purchase plan” under Section 423 of the Internal
Revenue Code so that employees located in the U.S. who participate in the ESPP will enjoy certain tax advantages, as
described below. The other component is geared toward non-U.S. participants and is not structured to comply with the
requirements of Section 423 of the Code (the “Non-423 Component”). The Non-423 Component enables the Company to
tailor the benefits provided under the ESPP for participants located in jurisdictions outside of the U.S.
DESCRIPTION OF THE EMPLOYEE STOCK PURCHASE PLAN
The principal provisions of the ESPP are summarized below. This summary is qualified in its entirety by reference to the
ESPP document, a copy of which is attached as an appendix at the end of this proxy statement. To the extent that the
description below may differ from the text of the ESPP, the text of the ESPP will control.
ADMINISTRATION
The ESPP will be administered by a “Committee.” The Talent and Compensation Committee will generally constitute this
Committee. However, to the extent not prohibited by applicable law, the Talent and Compensation Committee may appoint
one or more officers or employees to carry out some or all of its responsibilities under the ESPP. Where applicable,
references to the “Committee” in the summary below will be deemed to refer to any such appointee of the Talent and
Compensation Committee. Additionally, the Board may at any time exercise the rights and duties of the Committee under
the ESPP, except with respect to matters which under applicable law are required to be determined in the sole discretion of
the Talent and Compensation Committee or a committee of independent directors.
Subject to the express provisions of the ESPP and applicable law, the Committee’s administrative authorities include,
among other things: the designation of entities and participants eligible to participate in the ESPP, the determination of
contribution rates and other terms for eligible participants, the ability to appoint a broker to manage participant accounts
under the ESPP, the authority to adopt rules necessary for administration of the ESPP, and the authority to interpret and
construe the ESPP in its sole discretion. The Committee is explicitly authorized to make modifications to the terms of the
ESPP in order to administer and implement the provisions of the Non-423 Component in non-U.S. jurisdictions to the fullest
extent possible, including through the adoption of rules, procedures and sub-plans for the Non-423 Component that are
outside of the scope of Section 423 of the Internal Revenue Code.
AMENDMENT OF THE ESPP
The Committee may amend the ESPP in its discretion at any time for any reason, except that any amendment that requires
stockholder approval under applicable law must be approved by the Board and then submitted to our stockholders for
approval. The Internal Revenue Code generally requires stockholder approval if an amendment to a qualified Section 423
employee stock purchase plan that seeks to increase the aggregate number of shares that may be issued under the plan
(other than certain permitted adjustments), change the designation of corporations whose employees may participate in
the plan (unless, as provided in the ESPP, the plan provides that designations of participating corporations may be made
from time to time from among a group consisting of the granting corporation and its related corporations), or change the
granting corporation or the stock available for purchase under the plan.
28
AGCO Corporation
TERMINATION OF THE ESPP
Assuming the ESPP is approved by our stockholders, it will expire by its terms on December 12, 2034. However, the
Committee may suspend or terminate the ESPP in its discretion at any earlier time for any reason.
PARTICIPANTS
Generally, a U.S.-based employee of the Company or a participating subsidiary will be eligible to participate in the 423
Component if the employee: (i) has been continuously employed for more than 90 days (or such longer period, not to
exceed two years, as determined by the Committee prior to a particular offering period), and (ii) is customarily employed for
at least 20 hours per week and for more than five months in any calendar year.
Notwithstanding the foregoing, the Committee may exclude from participation in the ESPP or any offering under the 423
Component, in a manner permitted under Section 423 of the Internal Revenue Code, employees who are (i) “highly
compensated employees” (within the meaning of Section 414(q) of the Internal Revenue Code) with compensation above a
certain level or who are officers or subject to the disclosure requirements of Section 16(a) of the Exchange Act or (ii)
citizens or residents of a foreign jurisdiction where the grant of an option under the ESPP to such employee would be
prohibited under the laws of the foreign jurisdiction or the grant of an option under the ESPP to such employee in
compliance with the laws of the foreign jurisdiction would cause the ESPP to violate the requirements of Section 423 of the
Internal Revenue Code, as determined by the Committee in its discretion.
Generally, unless otherwise determined by the Committee, a non-U.S. based-employee of the Company or a participating
subsidiary will be eligible to participate in the Non-423 Component if the employee has been continuously employed for
more than 90 days (or such longer period as determined by the Committee prior to a particular offering period).
Additionally, no employee may be granted an option to purchase shares under the ESPP if (i) such employee, immediately
after the grant, would own capital stock of the Company or options to purchase stock possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company or any subsidiary, or (ii) to the extent the option
would permit the employee’s rights to purchase shares under all of our employee stock purchase plans (in accordance with
Section 423(b)(8) of the Internal Revenue Code) to accrue at a rate exceeding USD 25,000 of the fair market value of such
stock (determined as of the option grant date) for each calendar year in which the option is outstanding.
As of February 21, 2025, the Company and its subsidiaries and affiliates employed approximately 23,500 individuals,
approximately 4,000 of which were U.S.-based individuals and approximately 19,500 of which were non-U.S.-based
individuals. Each such employee would be eligible to participate in the ESPP, to the extent that (i) the individual is
employed by the Company, or a subsidiary or affiliate that is designated by the Committee to participate in the ESPP, and
(ii) the individual meets the applicable eligibility requirements.
SHARES AVAILABLE FOR ISSUANCE
Subject to certain adjustments, the maximum number of shares that may be issued under the ESPP is 4,000,000 shares
of common stock. Shares of common stock issued under the ESPP may be newly issued shares, treasury shares or shares
acquired on the open market.
The market value of a share of common stock as of March 7, 2025 was $102.70.
TERMS AND CONDITIONS OF OPTIONS
The ESPP provides for offering periods which occur each year during (i) the six-month period starting on January 1 and
ending on June 30 of such year, and (ii) the six-month period starting on July 1 and ending on December 31 of such year.
The first offering period will commence at such time as the Committee determines in its discretion. The Committee shall
have the authority to change the duration, frequency, start and end dates of offering periods, provided that no offering
period may be longer than 27 months.
An eligible employee may elect to become a participant in the ESPP by submitting an enrollment form to the Company in
accordance with the procedures established by the Committee. During each offering period, a participant may contribute
between 1% and 10% (or such other maximum percentage as the Committee may establish prior to a particular offering) of
the participant’s eligible compensation into the plan. Unless otherwise determined by the Committee before a particular
offering period, “compensation” for purposes of the ESPP generally includes base salary and base wages (excluding
overtime) before deduction for any salary deferral contributions made by the employee to a 401(k) plan, a nonqualified
deferred compensation plan, or a cafeteria plan. The Committee has the discretion to determine the application of this
definition of “compensation” to non-U.S. participants. Unless otherwise determined by the Committee, a participant’s
contribution rate will generally automatically remain in effect for future offering periods, if the participant doesn’t change it.
PROPOSAL 3 APPROVAL OF THE AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
2025 Proxy Statement
29
On the first trading day of the offering period (the “offering date”), each participant will be granted an option to purchase,
on the last trading day of the offering period (the “purchase date”), a number of shares determined by dividing their
accumulated contributions by the applicable purchase price. On the purchase date, a participant’s option to purchase
shares will be exercised automatically and the participant’s accumulated contributions will be used to purchase the
maximum number of whole shares and, unless otherwise determined by the Committee, fractional shares, possible.
The purchase price for each share will be 90% of the fair market value of a share on the purchase date. However, prior to
an offering period, the Committee may (1) change the percentage above to 85% or more and/or (2) change the purchase
price so that it means an amount equal to the prescribed percentage of the lesser of (i) the fair market value of a share on
the offering date and (ii) the fair market value of a share on the purchase date. No participant may purchase more than
10,000 shares (subject to certain adjustments, as described below under the heading “Adjustments”) in a particular
offering period (which number may be modified by the Committee prior to a particular offering).
As soon as reasonably practicable after the purchase date for an offering period, we will arrange for the delivery to each
participant of the shares purchased upon exercise of the participant’s option. Unless otherwise determined by the
Committee, the shares will be deposited directly into a share account established by a designated broker and maintained
on the participant’s behalf, and may not be transferred out of the share account (i) for a two-year period (or such other
period as determined by the Committee, which may be “indefinitely”) or (ii) until an earlier disposition of the shares. In
addition, unless otherwise determined by the Committee, participants are restricted from disposing of shares acquired
under the ESPP for six months after the purchase date (or such other period determined by the Committee, which may not
exceed the longer of two years from the offering date or one year from the purchase date).
If an offering is over-subscribed, the Committee will reduce the number of shares each participant can purchase in a
pro-rata manner.
If the ESPP is terminated, the Committee may elect to terminate any outstanding offering period either immediately,
or after shares have been purchased on the last trading day of the offering period (which may, in the discretion of
the Committee, be accelerated) and all amounts that have not been used to purchase shares will then be returned
to participants.
WITHDRAWAL AND TERMINATION OF EMPLOYMENT
Participants may elect to withdraw from an offering and receive accumulated contributions that have not yet been used to
purchase shares by submitting a revised enrollment form to the Company at least 15 days prior to the purchase date (or
such other period as determined by the Committee). No contributions will be made for future offering periods unless the
participant re-enrolls in the ESPP. Participants who terminate employment or whose employment is terminated for any
reason before the end of an offering period will be deemed to have withdrawn from the ESPP and accumulated
contributions that have not yet been used to purchase shares will be returned to the participant.
ADJUSTMENTS
In the event that any dividend or other distribution (whether in the form of cash, shares, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, or exchange of our shares or our
other securities, or other change in our structure affecting our shares occurs, then in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the ESPP, our Committee will, in
such manner as it deems equitable, adjust the number and class of shares that may be delivered under the ESPP, the
purchase price per share and the number of shares covered by each outstanding option under the ESPP and certain
numerical limits in the ESPP.
CORPORATE TRANSACTIONS
In the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate event
described in Section 424 of the Internal Revenue Code, each outstanding option will be assumed or an equivalent option
substituted by the successor corporation, or a parent or subsidiary of such successor corporation. If the successor
corporation refuses to assume or substitute the option, the offering period with respect to which the option relates will be
shortened by setting a new purchase date that occurs before the date of the applicable transaction.
MISCELLANEOUS
Contributions, rights with respect to the exercise of an option and rights to receive shares under the ESPP are generally
not transferable during a participant’s lifetime. In the event of a participant’s death, the Company will deliver any
accumulated contributions to the executor or administrator of the participant’s estate or, if permitted by the Committee, to
a designated beneficiary.
PROPOSAL 3 APPROVAL OF THE AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
30
AGCO Corporation
A participant in the ESPP who is granted an option will have none of the rights or privileges of a stockholder of the
Company unless and until shares are delivered to the participant upon the exercise of the option.
To the extent required by applicable law, a participant must make arrangements satisfactory to the Company for the
payment of any withholding or similar tax, social insurance contribution or other obligations that arise in connection with
the ESPP.
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following describes the federal income tax consequences of participation in the 423 Component of the ESPP. It is only
a summary and does not address all aspects of taxation that may be relevant to a particular participant, according to the
participant’s personal circumstances. Participants should consult with their personal tax and legal advisors concerning the
application of the principles described below to their own situations. Tax laws are subject to change.
A participant contributes to the 423 Component through payroll deductions. The participant recognizes ordinary income on
the gross amount of those payroll deductions, which are subject to withholding by the employer (and the employer is
entitled to a corresponding deduction). Amounts that are contributed to the 423 Component on behalf of a participant are
net of any taxes withheld.
The grant of an option under the 423 Component at the commencement of an offering period does not give rise to taxable
income and the employer has no corresponding deduction.
A participant’s subsequent federal income tax liability will depend on whether the participant makes a “qualifying
disposition” or “disqualifying disposition” of the shares acquired upon automatic exercise of an option under the 423
Component. A qualifying disposition will generally occur if the sale or other disposition of those shares is made after the
participant has held the shares until the later of (i) the expiration of the two-year period from the offering date, or (ii) the
expiration of the one-year period from the purchase date. A disqualifying disposition will generally occur if the sale or other
disposition of those shares occurs before the end of the above-described holding period. Under the terms of the ESPP, a
participant is required to promptly notify the Company of any disqualifying disposition.
QUALIFYING DISPOSITION
The participant will generally recognize ordinary income in the year of the qualifying disposition equal to the lesser of: (i) the
excess of the fair market value of the shares at the time of the disposition over the purchase price paid for the shares or
(ii) the discount on the shares as calculated based on the fair market value of the shares on the offering date. The amount
of ordinary income the participant recognizes upon such a qualifying disposition will generally be reported by the employer
on a W-2 wage statement for the year of such disposition. Such ordinary income is not subject to federal income tax
withholding. The participant must make arrangements to pay any tax obligations. The employer is not generally entitled to a
corresponding deduction.
Any additional gain recognized upon the qualifying disposition will be long-term capital gain. If the fair market value of the
shares on the date of the qualifying disposition is less than the purchase price the participant paid for the shares, there
will be no ordinary income, and any loss recognized will be a long-term capital loss.
DISQUALIFYING DISPOSITION
The participant will generally recognize ordinary income in the year of the disqualifying disposition equal to the excess of (i)
the fair market value of the shares on the purchase date over (ii) the purchase price paid for the shares, regardless of the
price at which the participant sells the shares. The amount of ordinary income the participant recognizes upon such a
disqualifying disposition will be reported by the employer on a W-2 wage statement for the year of such disposition. Such
ordinary income is not subject to federal income tax withholding. The participant must make arrangements to pay any tax
obligations. The employer is generally entitled to a corresponding deduction.
Any additional gain recognized upon the disqualifying disposition will be capital gain. If the sale price is less than the fair
market value of the shares on the purchase date, then the participant will have a capital loss equal to this difference. Such
capital gain or loss will be long-term if the shares are held for more than one year or short-term if the shares are held for
one year or less.
TAX CONSEQUENCES OUTSIDE THE U.S.
Tax consequences of participation in the Non-423 Component of the ESPP may vary by jurisdiction.
PROPOSAL 3 APPROVAL OF THE AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
2025 Proxy Statement
31
NEW PLAN BENEFITS
The receipt and allocation of benefits under the ESPP depend on whether eligible employees elect to participate in the
ESPP and the fair market value of shares on future dates. Accordingly, it is not possible to predict the receipt or allocation
of such benefits at this time.
EQUITY COMPENSATION PLAN INFORMATION
AGCO maintains its 2006 Long-Term Incentive Plan pursuant to which we may grant equity awards to eligible persons.
The following table gives information about equity awards under our Plan.
(a)
(b)
(c)
Plan Category
Number of Securities
to be Issued
upon Exercise
of Outstanding
Awards Under
the Plans
Weighted-Average
Exercise Price
of Outstanding
Awards Under
the Plans
(S)
Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a)
Equity compensation plans approved by
security holders
879,102
126.48
3,441,051
Equity compensation plans not approved
by security holders
—
—
—
Total
879,102
126.48
3,441,051
If the ESPP is approved by our stockholders at our Annual Meeting, then the Company intends to register shares issuable
under the ESPP on a Form S-8 Registration Statement filing with the SEC prior to the occurrence of the first purchase date.
PROPOSAL 3 APPROVAL OF THE AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
32
AGCO Corporation
PROPOSAL
4
RATIFICATION OF COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2025
The Board recommends a vote “FOR” the ratification of the Company’s independent
registered public accounting firm for 2025.
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 considerations, and
independence and quality controls. The Audit Committee has appointed KPMG LLP as the Company’s independent
registered public accounting firm for 2025. KPMG LLP served as the Company’s independent registered public accounting
firm for 2024 and is considered to be well-qualified.
In view of the difficulty and expense involved in changing independent registered public accounting firms on short notice,
should the stockholders not ratify the selection of KPMG LLP as the Company’s independent registered public accounting
firm for 2025 under this proposal, it is contemplated that the appointment of KPMG LLP for 2025 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 proposals
described above. 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.
2025 Proxy Statement
33
Principal Holders of Common Stock
The following table sets forth certain information as of March 7, 2025, regarding persons or groups known to the Company
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
74,582,029 shares outstanding.
Name and Address of Beneficial Owner
Shares of Common Stock
Percent of Class
Mallika Srinivasan
Tractors and Farm Equipment Limited
Old No. 35, New No. 77, Nungambakkam High Road
Chennai 600 034, India
12,173,865
(1)
16.3%
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
7,565,114
(2)
10.1%
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
6,512,528
(3)
8.7%
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
6,253,576
(4)
8.4%
(1)
For Ms. Srinivasan, includes shares held individually (23,713 shares), shares held through TAFE (8,886,831 shares), and shares held
through TAFE Motors and Tractors Limited (3,263,321 shares). For TAFE, includes shares held directly (8,886,831 shares) and shares
held through TAFE Motors and Tractors Limited (3,263,321 shares). Ms. Srinivasan is the Chairman and Managing Director of TAFE.
The Company owns a 20.7% interest in TAFE.
(2)
The Vanguard Group has sole voting power with respect to none of its shares, shared voting power with respect to 26,319 of its
shares, sole dispositive power with respect to 7,471,438 shares and shared dispositive power with respect to 93,676 of its shares.
(3)
T. Rowe Price Associates, Inc. has sole voting power with respect to 6,116,915 shares and sole dispositive power with respect to
6,512,528 shares.
(4)
BlackRock, Inc. has sole voting power with respect to 6,067,310 shares and sole dispositive power with respect to
6,253,576 shares.
34
AGCO Corporation
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 7, 2025. Except as otherwise
indicated, each such individual has sole voting and investment power with respect to the shares set forth in the table.
Name of Beneficial Owner
Shares of
Common Stock(5)
Shares That May
be Acquired
Within 60 Days
Percent of Class
Michael C. Arnold
20,465
—
*
Sondra L. Barbour
8,945
—
*
Suzanne P. Clark
10,484
—
*
Zhanna Golodryga(1)
—
—
*
Bob De Lange
11,190
—
*
George E. Minnich(2)
22,865
—
*
Niels Pörksen
3,395
—
*
David Sagehorn
4,209
—
*
Mallika Srinivasan(3)
12,173,865
—
16.3%
Matthew Tsien
5,222
—
*
Damon J. Audia
17,509
—
*
Robert B. Crain
34,018
—
*
Seth H. Crawford(4)
15,024
—
*
Timothy O. Millwood
3,628
—
*
Eric P. Hansotia
199,318
—
*
All executive officers and directors as a group (21 persons)
12,639,348
—
16.9%
*
Less than one percent
(1)
Ms. Golodryga was appointed to the Board effective April 1, 2025.
(2)
Mr. Minnich will not stand for reelection as he is retiring effective as of the 2025 Annual Meeting.
(3)
Includes shares held individually (23,713 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. The Company owns a 20.7% interest in TAFE.
Ms. Srinivasan will not stand for reelection as discussed in the Directors Not Standing for Reelection section in “Proposal 1 Election
of Directors.”
(4)
Mr. Crawford’s last day of employment will be May 6, 2025.
(5)
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 — 1,572; Ms. Barbour — 1,572; Ms. Clark — 1,572; Mr. De Lange
— 1,572; Mr. Minnich — 1,021; Mr. Pörksen — 1,289; Mr. Sagehorn — 1,572; Ms. Srinivasan — 1,100; and Mr. Tsien — 1,572; All
directors as a group — 12,842.
PRINCIPAL HOLDERS OF COMMON STOCK
2025 Proxy Statement
35
Certain Officers
Below is information as of March 7, 2025, with respect to our executive officers and certain other employees.
Name
Age
Positions
Eric P. Hansotia(1)
56
Chairman, President & CEO
Damon J. Audia
54
Senior Vice President, Chief Financial Officer
Roger N. Batkin
56
Senior Vice President, General Counsel, Chief ESG Officer and
Corporate Secretary
Kelvin Bennett
57
Senior Vice President, Engineering
Stefan Caspari
46
Senior Vice President, Customer Success and Business Effectiveness
Torsten R.W. Dehner
57
Senior Vice President, General Manager, Fendt/Valtra
Luis F.S. Felli
59
Senior Vice President, General Manager, Massey Ferguson
Ivory M. Harris
51
Senior Vice President, Chief Human Resources Officer
Timothy O. Millwood
55
Senior Vice President, Chief Supply Chain Officer
Viren Shah
57
Senior Vice President, Chief Digital & Information Officer
(1)
Mr. Hansotia’s biography is located under the section titled “Proposal 1 Election of Directors.”
Damon J. Audia has been Senior Vice President, Chief Financial Officer since July 2022. He is responsible for ensuring
AGCO is well-positioned to achieve its Farmer-First strategy, delivering significant value to all stakeholders and achieving
our growth ambitions.
Prior to joining AGCO, Mr. Audia served as Vice President and CFO at Kennametal, Inc. and Senior Vice President and CFO
at Carpenter Technology Corporation, consecutively. He also spent 10 years in various leadership roles at The Goodyear
Tire & Rubber Company, including serving as Senior Vice President of Finance for the company's North America division.
In addition, Mr. Audia held various financial positions at Delphi Corporation and General Motors.
Mr. Audia received a Master of Business Administration degree from Carnegie Mellon University and an undergraduate
degree in general studies from the University of Michigan.
Roger N. Batkin has been Senior Vice President, General Counsel, Chief ESG Officer and Corporate Secretary since
January 2022. Mr. Batkin has overall responsibility for the company's legal matters, including the ethics and compliance
program, litigation, regulatory and securities filings, intellectual property, mergers, acquisitions, joint ventures and other
worldwide legal activities. Additionally, as Chief ESG Officer, he leads AGCO's sustainability efforts. Mr. Batkin is also
responsible for global governmental affairs, corporate administration and records, and he is Chair of the AGCO Agriculture
Foundation. Mr. Batkin supports and counsels the Board of Directors on governance and legal matters.
Mr. Batkin joined AGCO in 2000 as European Legal Counsel. Prior to AGCO, Mr. Batkin was an Associate at an
international law firm.
Kelvin Bennett has been Senior Vice President, Engineering since January 2021. In this role, he is responsible for leading
research and development of the full spectrum of AGCO products and integration with the brands. Mr. Bennett has a
proven track record of driving change. His strong leadership skills and diverse experience encourage cross-functional
cooperation and uniquely qualified him to assume this role as of January 1, 2021.
Mr. Bennett joined AGCO in Hesston, Kansas, USA, in 2007 as an Engineering Manager and was promoted to Chief
Engineer for Combines in 2009. In 2011, he moved to Jackson, Minnesota, U.S., to assume the role of Vice President,
Engineering, Tractors and Global Sprayers. As part of our succession-planning process, he was identified as a potential
global engineering lead. Mr. Bennett accepted his first international assignment and relocated to Canoas, Rio Grande do
Sul, Brazil, in 2015 to assume the role of Vice President, South America, Engineering, where he retained Global
Engineering responsibilities for Associated Equipment Distributor products. In 2018, he relocated to France as Vice
President, Engineering, Beauvais, for Massey Ferguson tractors to develop a broader understanding of the critical Europe
and the Middle East market. During this time, he led the implementation of multiple Stage V and critical platform projects.
Prior to AGCO, Mr. Bennett held Engineering positions at CNH Industrial, Husqvarna Group and Nilfisk.
Mr. Bennett holds a Master of Science degree in Mechanical Engineering and a bachelor’s degree in Bio and Agricultural
Engineering from the University of Arkansas at Fayetteville.
Stefan Caspari has been Senior Vice President, Customer Success and Business Effectiveness for AGCO since October
2023. Mr. Caspari is responsible for making farmers successful by ensuring AGCO’s brands deliver the best end-to-end
customer experiences worldwide. His division includes Product & Brand management, Distribution Management, Parts,
Customer Support, Customer Experience and Enterprise Business Solutions.
36
AGCO Corporation
Most recently at AGCO, Mr. Caspari served as the Senior Vice President and General Manager of Grain & Protein (“G&P”)
where he led the transformation of G&P into a leaner, more efficient, higher-performing division. Prior to that he was the
Vice President of Fuse, Connected Services and Technology, where he drove AGCO’s connected fleet and telemetry
strategy as well as the smart farming technology implementation. He was promoted to Vice President in 2015, leading
Global Strategy and Integration. In that role he led AGCO’s global strategy development, company-wide performance
improvement and growth as well as merger and acquisition initiatives. Other roles included Director, Multi-Brand Strategy
and Governance in Europe, Africa and Middle East, and Director, Strategy and Integration.
Prior to joining AGCO, he held several leadership positions in the areas of sales, marketing and operations in the insurance
and consulting industries, including Zurich Financial Services and Arthur D. Little.
Mr. Caspari holds a degree in Agricultural Engineering with majors in Economics and Marketing from the University of Bonn
in Germany. He also completed the Advanced Management Program at Harvard Business School. He serves on the Board
of Directors for the German American Chamber of Commerce South.
Torsten R.W. Dehner has been Senior Vice President and General Manager, Fendt/Valtra, since January 2022. In this role,
Mr. Dehner is responsible for growing and reinforcing these two core brands’ leading market position worldwide.
Mr. Dehner joined AGCO in 2010 as Vice President, Purchasing & Materials for Europe and the Middle East (“EME”) and
became Vice President of Global Parts and EME Parts & Services in 2018. His most recent role was Senior Vice President
and General Manager, Europe and the Middle East.
Prior to joining AGCO, Mr. Dehner held a number of international leadership positions at Behr GmbH & Co. KG during his
12-year tenure. In his final role at Behr, he served as Group Vice President, Purchasing, leading the group’s purchasing
operations in Europe, North and South America, Asia Pacific, and South Africa. Mr. Dehner holds an Aeronautical
Engineering degree from the University of Stuttgart and an MBA from the University of Reutlingen.
Luis F.S. Felli has been Senior Vice President and General Manager, Massey Ferguson, since January 2022. In this role,
Mr. Felli is responsible for growing and strengthening this historic global brand.
Mr. Felli joined AGCO in 2018 to lead AGCO South America’s strategy development, operations, and execution.
Prior to AGCO, Mr. Felli accumulated extensive experience in multinational and national companies, having worked in the
agrochemical, petrochemical, sugar and ethanol, and cellulose industries. He also has a significant understanding of
agricultural practices and products gained from his experience running a large family soy farming operation in Brazil’s state
of Maranhão.
Mr. Felli’s career includes roles as General Director to Unipar Indupa Brasil & Argentina, as well as Executive Vice
President for Braskem, Operations Vice President for Atvos, and Chief Operations Officer for Eldorado Brasil Celulose.
He began his career at FMC Agricultural Products, ultimately living and working in the United States with responsibility for
North America Marketing Intelligence and the Global Herbicides Business.
Mr. Felli is an Agronomist Engineer graduated from Luiz de Queiroz College of Agriculture – University of São Paulo, Brasil
(ESALQ USP, SP, Brasil), and has an MBA from Columbia University in New York.
Ivory M. Harris has been Senior Vice President, Chief Human Resources Officer since May 2021. Ms. Harris is responsible
for leading the development and execution of high-impact talent strategies that deliver winning outcomes for AGCO’s
employees and stakeholders.
Prior to 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, North America and Global Director, Human Resources, Bioscience
Research. Ms. Harris also previously held a Senior Project Expert, International Delegation role that was based in
Ludwigshafen, Germany.
Ms. Harris holds a bachelor’s degree in Social Sciences and Psychology from the University of Houston.
Timothy O. Millwood has been Senior Vice President, Chief Supply Chain Officer, since August 2022. He is responsible for
ensuring timely delivery of the high quality, innovative solutions farmers need to sustain their operations and livelihoods.
He joined AGCO in August 2022 following a more than 30-year career at Cummins Inc. where he most recently served as
Vice President, Global Manufacturing.
Mr. Millwood’s career at Cummins included multiple international assignments, culminating in his leadership of purchasing
and manufacturing over the past decade.
Mr. Millwood holds a bachelor’s degree in industrial engineering from the Georgia Institute of Technology.
Viren Shah has been Senior Vice President, Chief Digital & Information Officer since January 2024. He leads the
development, design and implementation of the company’s digital vision and strategy, including IT and data analytics.
He joined AGCO in January 2024 following more than 20 years’ experience in IT, supply chain and digital roles across
multiple industries. Most recently he was a leader at GE Appliances, where he served as the Chief Digital Officer since
October 2018. Prior to that role, he held global leadership positions including Chief Information Officer (“CIO”) at Masco
Cabinetry, CIO at Specialty Fashion Group and various positions at Walmart.
Mr. Shah holds a Master of Business Administration from New York Institute and an undergraduate degree in computer
science from University of Mumbai (Bombay), India.
CERTAIN OFFICERS
2025 Proxy Statement
37
Compensation Discussion & Analysis
NAMED EXECUTIVE OFFICERS (NEOs)
Eric P. Hansotia
Chairman,
President & CEO
Damon J. Audia
Senior Vice
President, Chief
Financial Officer
Robert B. Crain
Senior Vice
President and
General Manager,
Grain & Protein*
Seth H. Crawford
Senior Vice
President and
General
Manager, PTx**
Timothy O.
Millwood
Senior Vice
President, Chief
Supply Chain
Officer
*
Mr. Crain retired from the Company effective December 31, 2024.
** Mr. Crawford’s last day of employment will be May 6, 2025.
EXECUTIVE SUMMARY
OUR 2024 BUSINESS PERFORMANCE AND FINANCIAL HIGHLIGHTS
NET SALES
($ BILLIONS)
ADJUSTED OPERATING
MARGIN*
(%)
ADJUSTED EPS*
($)
*
Refer to the Reconciliation of Non-GAAP Measures at the end of this proxy statement.
38
AGCO Corporation
2024
2023
2022
2021
2020
$9.1
$11.1
$12.7
$14.4
$11.7
2024
2023
2022
2021
2020
7.0%
9.1%
10.3%
12.0%
8.9%
2024
2023
2022
2021
2020
$5.61
$10.38
$12.42
$15.55
$7.50
BUSINESS HIGHLIGHTS
2024 was a transformative year for AGCO. The Company underwent the largest portfolio shift in its history, forged ahead on
its technology journey and launched long-term structural changes to more efficiently serve farmers. The transformation
began with the Company’s completion of the PTx Trimble joint venture (“PTx Trimble”) transaction in April 2024. The
Company quickly merged the PTx Trimble brand with its Precision Planting brand and introduced its new precision ag
portfolio, PTx. We believe PTx creates a global-leading mixed-fleet precision agriculture platform and enhances AGCO’s
technology stack offering. Additionally, we divested the majority of our Grain & Protein (“G&P”) business, which we believe
has improved the margin profile of the business and has strategically positioned us to focus on our three high-margin
growth levers and to better serve farmers with a focused portfolio of award-winning agricultural machinery and precision ag
technology products. Additionally, the Company focused on operational efficiencies to build a more resilient business. We
announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry.
The initial phase of the Program is focused on further reducing structural costs, streamlining the Company’s workforce and
enhancing global efficiencies related to changing the Company’s operating model for certain corporate and back-office
functions and better leveraging technology and global centers of excellence.
FINANCIAL PERFORMANCE
The Company’s full-year adjusted operating margin performance of 8.9% was its best performance in an industry downturn.
The strong performance in 2024 was underpinned by our three high-margin growth initiatives: globalizing a full-line of Fendt-
branded products, expanding our precision ag business and growing our parts and service business. The Company’s
intense focus on cost controls underscores the ongoing structural transformation at AGCO as we deliver more resilient and
higher earnings across the cycle.
Net sales for 2024 were approximately $11.7 billion, or 19.1% lower than 2023. Excluding unfavorable currency translation
impacts of 0.6%, net sales for the full year decreased approximately 18.5% compared to 2023. Reported income (loss)
from operations was approximately $(0.1) billion in 2024 compared to $1.7 billion in 2023. Adjusted operating margins
were 8.9% of net sales in 2024 as compared to 12.0% in 2023. The decrease in income from operations in 2024 was
primarily the result of lower sales and production volumes reflecting weak industry conditions, the recognition of the loss
on sale of the majority of the Company's G&P business as well as impairment charges and restructuring and business
optimization expenses. Reported net income (loss) was $(5.69) per share, and adjusted net income was $7.50 per share.
These results compare to reported net income of $15.63 per share and adjusted net income per share of $15.55 per
share for 2023.
Adjusted operating margin, adjusted EPS, net sales excluding the impact of currency translation, and adjusted net income
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
The Talent and Compensation Committee considers AGCO’s performance during 2024 to reflect the success of its focus
on its three high-margin growth initiatives and intense focus on cost controls. Consistent with our compensation program
design the past few years, certain performance targets for both the short-term AIP plan and the LTI plan were set on a
“sliding scale” based upon changes in industry conditions. The sliding scale applies to adjusted operating margin and
RONA in the AIP plan and to RONA in the LTI plan. As a result, the performance targets remained appropriately challenging
but reasonable for management to achieve in contrast to fixed targets that are easily met when industry conditions are
strong and missed when industry conditions weaken. The Committee believes the design of the incentive programs are
effective at aligning pay with performance. This is demonstrated through the cash awards paying well-below target under
the short-term incentive program during the industry’s recent downturn.
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
39
STOCKHOLDER OUTREACH AND ENGAGEMENT
STOCKHOLDER OUTREACH
We continued an active stockholder outreach process. The outreach was broad:
• We contacted our largest stockholders representing approximately 50% of our shares, and requested the opportunity to
discuss AGCO with them.
• We held discussions with each stockholder who requested a meeting. Our Lead Director and Chief Financial Officer
participated in all of these discussions.
• Some large stockholders are passive investment funds that do not generally meet with company representatives.
We also talked with over 100 other stockholders during the course of 2024 as part of regular engagement with our investor
relations team.
The discussions were candid, and the feedback was consistently supportive. The principal topics of discussion related to
AGCO’s company strategy, financial performance, Board composition and refreshment, sustainability and compensation.
None of the stockholders as part of our outreach discussions expressed any concerns regarding our current compensation
approach and our efforts to provide further alignment with our key stakeholders.
Generally, stockholders continued to recognize and appreciate the efforts by the Board beginning in 2020 to update our
governance and compensation approaches. We continue to closely tie our compensation plans to performance and
business strategy and have established performance targets for both short-term and certain long-term incentives on a
sliding scale model to account for business cyclicality. Further, since 2023, all executive AIP plan pay-outs are aligned
100% to Corporate metrics, eliminating any brand or regional weighting.
We continue our commitment to integrating sustainability into our core business strategy with a focus of reducing
greenhouse gas emissions in AGCO’s operations and across its value chain. Refer to our 2024 Sustainability Report for
additional information on AGCO’s environmental goals.
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 full Board had robust discussions and thoughtfully considered our
stockholders’ feedback. The topics raised by stockholders are addressed below and elsewhere in this Proxy Statement,
with sustainability and human capital addressed in our Annual Report on Form 10-K.
COMPENSATION DISCUSSION & ANALYSIS
40
AGCO Corporation
2025 INCENTIVE PROGRAM OVERVIEW
The Talent and Compensation Committee determined to generally maintain the 2024 incentive program design in 2025,
and there were no significant structural changes to the program for 2025.
Compensation
Vehicle
Measurement
Period
Metric
Link to Performance
and Strategy
Short-Term Incentive
(STI) Program (AIP Plan)
Annual Cash
Incentives
One year
Adjusted Operating
Margin (40%) (sliding
scale relative to industry)
Aligns pay with
performance and uses
sliding scale approach for
performance targets to
manage cyclicality
Return on Net Assets
(RONA) (40%) (sliding
scale relative to industry)
Margin improvement and
sound asset management
are key to improving
financial performance
Employee Engagement
(10%)
Employee engagement
supports employee
retention and is critical to
our ability to successfully
implement our strategy
Customer Satisfaction
(10%)
Improved customer
experience leads to better
customer retention and
improved sales
Compensation
Vehicle
Measurement
Period
Metric
Mix
Link to Performance
and Strategy
Long-Term
Incentive (LTI)
Program
Performance
Share Plan Units
(“PSP Units”)
Three years
3-year Revenue growth
(50%)
Aligns pay with
performance
3-year Return on Net
Assets (RONA) (50%)
(sliding scale relative to
industry)
60%
Revenue and RONA
metrics balance
between growth and
asset return
discipline. RONA uses
sliding scale approach
for performance
targets to manage
cyclicality
Both subject to relative
TSR modifier
(+/- 20%)
Relative TSR modifier
creates stronger
pay-for-performance
alignment
Restricted Stock
Units (RSUs)
Three years
3-year ratable
vesting period
40%
Promotes retention of
key talent
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
41
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 (LONG-TERM
INCENTIVE, PSP)
• Focus on profitability
• Cost control/expense
management
• Streamline operations
• Near-term business execution
• Focus on profitability
• Efficient use of long-term assets
• Working capital efficiency
• Accountability for
acquisition returns
• Market share
• Successful execution of
business strategy
• Focus on customer trends
and requirements
FINANCIAL PERFORMANCE AND COMPENSATION METRICS – IMPACT
OF CYCLICALITY
NET SALES AND ADJUSTED EPS
Our success depends in large part on the strength of the agricultural equipment industry. Historically, demand for
agricultural equipment has been cyclical and generally reflected the economic health of the agricultural industry, 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 last peaked in 2023 and declined
significantly in 2024 with industry conditions below mid-cycle levels, driven largely by decreases in commodity prices and
farm income.
Establishing appropriate performance targets is particularly challenging due to the cyclicality of our industry – a cyclicality
that often 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 conditions are difficult to forecast, our compensation payouts historically have varied
significantly, largely due to unforeseen changes in conditions.
In order to address industry cyclicality, several of the targets in our incentive compensation program are set on a sliding
scale tied to the 10-year average sales data for the agricultural equipment industry. The target adjustments are based
upon comparing the current fiscal year’s industry sales to the 10-year average. In periods where the industry experiences
an increase in sales, our targets will shift upward to account for the industry improvement. In periods where the industry
experiences a decrease in sales, our targets will shift downward to account for industry decline. By adjusting targets to
changes in the industry cycle, 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.
COMPENSATION DISCUSSION & ANALYSIS
42
AGCO Corporation
$9.7B
$11.7B
$11.1B
0
2
4
6
8
10
12
14
16
2024
2023
2022
2021
2014
Net Sales
Adj. EPS
$4.70
$15.55
$7.50
$12.42
$10.38
$14.4B
$12.7B
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 Adjusted
Operating Margin and RONA goals as they will adjust along the 10-year industry sales average axis.
2024 PERFORMANCE EVALUATION AND COMPENSATION
AGCO entered 2024 following a record year in 2023. However, we began experiencing softening demand in the fourth
quarter of 2023, and industry demand declined sharply in 2024. To navigate the challenging market dynamics, we focused
on our primary growth initiatives, executing portfolio changes, and aggressive cost control actions, including our ongoing
restructuring program. While these efforts mitigated some of the impacts of the weakened market demand, our key
measures of performance decreased in 2024 compared to 2023. For 2024, sales decreased by 19.1%, RONA decreased
by 640 basis points, and adjusted operating margins decreased by 310 basis points, these being three of the metrics that
are reflected in our incentive compensation plan approach.
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
43
Maximum
Target
Threshold
80%
Trough
90%
110%
120%
Peak
100%
Mid-Cycle
ADJUSTED OPERATING MARGIN
Industry level - % of 10-year industry average
Maximum
Target
Threshold
80%
Trough
90%
110%
120%
Peak
100%
Mid-Cycle
RONA
Industry level - % of 10-year industry average
COMPONENTS OF 2024 EXECUTIVE COMPENSATION
Short-Term
Mid-Term
Long-Term
Fixed
Variable
Base
Salary
Cash
AIP
Plan
Cash
Performance Share
Units (PSP Units)
Stock
Restricted Stock
Units (RSUs)
Stock
Purpose
Market-competitive
base salary reflecting
contribution, background,
knowledge, skills and
performance
Annual cash incentive
based on achievements
of key financial targets
Based on AGCO’s
performance vs. financial
goals aligned with
generating stockholder
value over the long-term
Employee Retention
Performance Period
N/A
1 year
3 years
3 years
Performance Measures
N/A
Adjusted Operating
Margin (40%)
Return on Net Assets
(40%)
Customer Satisfaction
(10%)
Employee Engagement
(10%)
Revenue Growth (50%)
Return on Net Assets
(50%)
Subject to a TSR
modifier of +/- 20%
relative to an
agribusiness index
Stock Price Appreciation,
as the ultimate award
value upon settlement
depends upon
stock price
We believe that as an executive’s responsibilities increase, so should the portion of his or her total pay comprised of
incentive compensation. As illustrated below, in 2024 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:
CHIEF EXECUTIVE OFFICER
OTHER NEOs
COMPENSATION DISCUSSION & ANALYSIS
44
AGCO Corporation
17%
19%
38%
26%
73%
Target LTI
11%
Base
Salary
16%
Target
Bonus
89%
At-Risk Pay
50%
Target LTI
26%
Base
Salary
24%
Target
Bonus
74%
At-Risk Pay
2024 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. Generally, annual increases are effective on May 1st of each year, and the information
below reflects base salary following any annual increase.
2023
2024
% Change
Mr. Hansotia
$
1,350,000 $
1,400,000
4%
Mr. Audia
$
721,000 $
749,840
4%
Mr. Crain
$
605,986 $
605,986
0%
Mr. Crawford(1)
$
— $
525,357
—%
Mr. Millwood(1)
$
— $
508,820
—%
(1)
Mr. Crawford and Mr. Millwood were not named executive officers in 2023. Their base salary rates for 2024 account for an annual
increase on May 1, 2024.
2024 ANNUAL INCENTIVE (AIP PLAN)
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 our strategic business objectives.
The AIP Plan is based on AGCO’s performance, and in certain years, on the individualized contribution of executive officers
through the leadership of their respective regional or functional areas. For 2024, AIP Plan compensation awards for all
NEOs and senior vice presidents were based 100% on corporate goals for global alignment purposes, and there were no
individualized goals. However, AIP Plan participants must maintain certain individual performance ratings in order to be
eligible to earn an award. AIP Plan opportunities are expressed as a percentage of each executive officer’s base salary.
The annual award opportunities for the NEOs in 2024 were:
Opportunity as a Percentage of Base Salary
Name
Minimum Award
Target Award
Maximum Award
Mr. Hansotia
75%
150%
300%
Mr. Audia
50%
100%
200%
Mr. Crain
45%
90%
180%
Mr. Crawford
45%
90%
180%
Mr. Millwood
45%
90%
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’s results as well as a budget reviewed by the Finance Committee and approved by
the Board. Unless determined otherwise, the Talent and Compensation Committee excludes certain predetermined items
from the calculation of adjusted operating margin 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 2024 annual incentive.
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
45
DESCRIPTION OF PERFORMANCE MEASURES
PERFORMANCE MEASURE
AND WEIGHTING
DEFINITION
RATIONALE
Adjusted Operating Margin (40%)
Adjusted income from operations
divided by net sales.
Margin improvement links to earnings
and is key to increasing company
performance and stockholder value.
Return on Net Assets (40%)
Adjusted income from operations
divided by net assets.
Return on net assets promotes
improving returns through an efficient
use of capital and is an important
indicator of stockholder value.
Customer Satisfaction (10%)
Utilizes the Net Promoter Score, a
metric that measures customer
satisfaction and loyalty, to calculate
the willingness of our customers to
recommend AGCO products to others.
This calculation is a proxy to gauge
the customer’s overall satisfaction
with AGCO’s products and the
customer’s loyalty to the
AGCO brand.
Improved customer experience leads
to better customer retention and
improved sales.
Employee Engagement (10%)
The level of our employees’
commitment and connection to our
organization. Employee Engagement
is measured through an annual
survey; the survey measures our
employees’ collective level of
engagement via their responses to
four questions that comprise our
“employee engagement index.”
Employee engagement supports
employee retention and is critical to
our ability to successfully implement
our strategy.
2024 ANNUAL INCENTIVE PAYOUTS
As described previously, the financial targets for the annual incentive plan are adjusted on a sliding scale relative to actual
industry conditions in order to address industry cyclicality. The performance targets remained appropriately challenging for
management to achieve in contrast to fixed targets that might not have been met (due to the downturn in the agricultural
industry in 2024) and, therefore, would not have provided an appropriate incentive.
As a result of the overall performance of the agricultural equipment industry and the Company’s approach to align targets
based upon the industry’s 10-year average, the targets for adjusted operating margin and Return on Net Assets for 2024
were increased on a sliding scale by approximately 100 basis points and 1,580 basis points, respectively, from the 2023
targets. The 2024 target for Return on Net Assets also reflects the exclusion of the Company's Grain & Protein business
given the Company's ongoing strategic review at the time the target was set; the Company completed its divestiture of the
majority of the Grain & Protein business in November 2024. In future years, the targets will be increased or decreased as
appropriate to reflect the industry’s cyclical status at that time.
In order to ensure that the calculations under the AIP plan reflect what is within and what is outside of management's
control, and to ensure they reflect normalized operating results, the Talent and Compensation Committee excludes certain
predetermined items from the calculation of adjusted operating margin and RONA, as described in the reconciliation for
each metric to the closest U.S. GAAP measure at the end of this proxy statement.
In addition, the Talent and Compensation Committee has the ability to exclude other items as deemed appropriate.
Accordingly, the Talent and Compensation Committee determined that the results related to the PTx Trimble joint venture in
the first year of acquisition should be excluded from the calculations of adjusted operating margin and RONA because the
2024 targets were established prior to the completion of the joint venture transaction.
As indicated below, for 2024, adjusted operating margin was equal to the threshold goal at 9.2% and RONA was below the
threshold target of 42.8% at 32.4%. If the PTx Trimble joint venture had not been excluded from the calculations, the
results would have been 8.9% for adjusted operating margin and 20.1% for RONA. Reconciliation of 8.9% for adjusted
operating margin and 20.1% for RONA to the closest U.S. GAAP measures is provided at the end of this proxy statement.
With respect to the first of our non-financial measures, Customer Satisfaction, for 2024, we set our goal based on Net
Promoter Score. We achieved a metric of 66% for this goal, which was above the target threshold of 65%. As to employee
engagement, for 2024, we set our goal based on the results of our annual employee survey. We achieved a metric of 67%
for this goal, which was below the target threshold of 72%.
Accordingly, the Talent and Compensation Committee determined that AGCO performed at a cumulative 27.5% of the
established short-term incentive targets for 2024.
COMPENSATION DISCUSSION & ANALYSIS
46
AGCO Corporation
2024 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS
Measure
Weight
Bonus Objective
Percent
Achieved
Earned
Award
Adjusted Operating Margin
50.0%
20.0%
Return on Net Assets
0.0%
0.0%
Customer Satisfaction
75.0%
7.5%
Employee Engagement
0.0%
0.0%
Total
27.5%
The short-term incentive payouts in 2024 were as follows:
Name
Target as a % of
Base Salary
Achievement as a
% of Target
As a % of Salary
Actual Amount
Mr. Hansotia
150%
27.5%
41%
$
570,681
Mr. Audia
100%
27.5%
28%
$
203,584
Mr. Crain
90%
27.5%
25%
$
149,982
Mr. Crawford(1)
90%
—%
—%
$
—
Mr. Millwood
90%
27.5%
25%
$
124,332
(1)
Mr. Crawford was not eligible to receive a short-term incentive payout in 2024.
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
47
11.2%
Target
9.2%
12.2%
Performance 9.2%
Threshold
Maximum
48.8%
Target
42.8%
51.8%
Performance 32.4%
Threshold
Maximum
67.0%
Target
65.0%
69.0%
Performance 66.0%
Threshold
Maximum
73.0%
Target
72.0%
74.0%
Threshold
Maximum
Performance 67.0%
40%
40%
10%
10%
LONG-TERM INCENTIVE
LTI is intended to engage executives in achieving longer-term 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 2024, the Talent and Compensation Committee approved long-term incentive awards for 2024 eligible plan
participants. The target award levels for each award type were set at median level of market competitiveness.
The following table summarizes type of equity awarded to our NEOs for 2024 under our LTI Plan:
AWARD TYPE
OVERVIEW
RATIONALE
Performance Share Plan (PSP): 60%
• 50% 3-year Revenue Growth
• 50% 3-year Return on Net Assets
(RONA)
• +/- 20% TSR modifier
Both metrics are meaningful
measures of our performance and
have a strong correlation to
generating stockholder value over
the long-term. The relative TSR
modifier aligns with creating value for
our stockholders.
Restricted Stock Units (RSUs): 40%
• 3 year ratable vesting
Encourages executive retention.
Creates alignment with long-term
stockholder value.
2022 – 2024 PERFORMANCE SHARE PLAN (PSP)
The performance period for the PSP awards granted in 2022 was completed at the end of 2024.
Targets for the 2022-2024 performance cycle were set in 2022 based upon the following:
• For RONA, the target was set on a relative industry sliding scale above the target set for RONA in the short-term AIP plan
for 2022 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 AGCO’s prior year performance for each year
in the three-year period.
In order to ensure that the calculations under the PSP reflect what is within and what is outside of management's control,
and to ensure they reflect normalized operating results, the Talent and Compensation Committee excludes certain
predetermined items from the calculation of revenue growth and RONA. When measuring revenue growth, the Talent and
Compensation Committee excludes the impact from foreign currency translation, acquisitions and pricing, as well as
adjusting for changes in the industry, in order to better assess AGCO’s revenue growth year-over-year and performance
while minimizing the positive or negative impact of external conditions. Accordingly, the results related to the PTx Trimble
joint venture in the first year of acquisition was excluded from the calculation of revenue growth. When measuring RONA,
the Talent and Compensation Committee excludes certain predetermined items from the calculation, as described in the
reconciliation for the metric to the closest U.S. GAAP measure at the end of this proxy statement.
In addition, the Talent and Compensation Committee has the ability to exclude other items as deemed appropriate.
Accordingly, consistent with the 2024 AIP plan, the Talent and Compensation Committee determined that the results
related to the PTx Trimble joint venture in the first year of acquisition should be excluded from the calculation of RONA
because the 2024 targets were established prior to the completion of the joint venture transaction.
• We evaluate performance for each year of the three-year periods independently, which provides more opportunity for
consistent payouts and allows for alignment in a challenging industry environment. At the end of the three-year
performance period, we average the three-year performance results to determine the number of performance shares
earned. We then apply a relative TSR modifier that could result in an increase or a reduction of shares earned by 20%,
dependent on the quartile of TSR performance relative to the MVIS Global Agribusiness Index for the three-year
performance period.
COMPENSATION DISCUSSION & ANALYSIS
48
AGCO Corporation
RONA
% of RONA Performance
Shares Earned
Weighted % of Total PSP
Shares Earned
Threshold
27.1%
33.3%
16.5%
Target
33.1%
100.0%
50.0%
Maximum
36.1%
200.0%
100.0%
Actual
34.8%
156.7%
78.4%
Revenue Growth
% of “Revenue Growth”
Performance Shares Earned
Weighted % of Total PSP
Shares Earned
Threshold
0.0%
33.3%
16.5%
Target
3.0%
100.0%
50.0%
Maximum
6.0%
200.0%
100.0%
Actual
2.8%
95.6%
47.8%
TSR Modifier Applied to Number of Performance Shares Earned
Percentile Rank Achieved(1)
Earned Adjustment
>75th percentile
+ 20% share adjustment
>25th percentile and <75th percentile
No adjustment
< 25th percentile
- 20% share adjustment
(1)
Quartile of performance relative to the MVIS Global Agribusiness Index.
At the conclusion of the cycle, the Talent and Compensation Committee determined that, based on the Company’s
performance, we achieved 34.8% with respect to RONA and 2.8% with respect to Revenue Growth. We achieved between
the 25th and 75th percentile for TSR, ranking in the 63rd percentile, and therefore did not apply a TSR modifier to the
number of performance shares earned. The Committee made no adjustments for the 2022-2024 PSP awards. The awards
paid out at 126.2% of target.
The target award and actual number of shares received by the NEOs for the three-year PSP performance cycle (2022-2024)
are shown below:
Three-Year Performance Cycle
(2022-2024)
Name
Target Award
(100%)
Actual Award
(126.2%)
Mr. Hansotia
45,577
57,517
Mr. Audia
4,948
6,244
Mr. Crain
4,750
5,994
Mr. Crawford
4,750
5,994
Mr. Millwood
1,023
1,291
2024-2026 PERFORMANCE SHARE PLAN (PSP)
We granted PSP awards in 2024 with the same design as the 2022 PSP awards described above. Revenue growth will
continue to be measured on a year-over-year basis over the three-year performance period. For RONA, we set targets that
we believe are appropriately challenging but are reasonable for management to achieve using a sliding scale approach to
manage industry cyclicality. We intend to disclose the specific RONA target goals for the 2024 PSP awards at the
conclusion of the three-year performance period because of the potential for competitive harm for the Company.
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
49
MATRIX OF AWARD OPPORTUNITIES FOR AWARDS GRANTED IN 2024
Return on Net Assets
Below Threshold
Threshold
Target
Outstanding
Outstanding
100.0%
116.5%
150.0%
200.0%
Target
50.0%
66.6%
100.0%
150.0%
Threshold
16.5%
33.3%
66.6%
116.5%
Below Threshold
—%
16.5%
50.0%
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 relative 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 quartile of
performance relative to the MVIS Global Agribusiness Index. The increase or reduction in shares is determined by the
following percentile ranking: Less than or equal to the 25th percentile results in a 20% reduction, greater than the 25th
percentile and less than the 75th percentile results in no adjustment and greater than or equal to the 75th percentile
results in a 20% increase.
JOINT VENTURE TRANSACTION AWARD
On April 1, 2024, AGCO closed the PTx Trimble joint venture transaction pursuant to the Amended and Restated Sale and
Contribution Agreement with Trimble. Immediately following the closing and as a result of the transaction, the Company
owns an 85% interest in the PTx Trimble joint venture.
In connection with the transaction, the Talent and Compensation Committee approved a transaction-based bonus for
certain employees involved in the execution of the transaction and post-merger integration. As a result of the closing of the
transaction, on April 1, 2024, Mr. Audia and Mr. Crawford each received a transaction cash bonus award of $270,375 and
$189,432, respectively, at the closing of the transaction, as reflected in the 2024 Summary Compensation Table. These
NEOs were also eligible to earn a transaction RSU grant on May 1, 2025, with the same dollar value as their transaction
cash bonus awards, generally contingent upon performance in the year following the transaction. While the 2024 cash
bonus was awarded in recognition of efforts in the execution of the transaction, the 2025 RSU grant awards will not be
granted as the conditions for the grant are not expected to be satisfied.
ESTABLISHMENT OF THE AGCO EMPLOYEE STOCK PURCHASE PLAN
In December 2024, the Talent and Compensation Committee recommended that the Board adopt the Employee Stock
Purchase Plan (ESPP) subject to stockholder approval, as described in more detail in Proposal 3. Employees of the
Company and certain of its subsidiaries and affiliates, (including, if applicable, NEOs), will be eligible to participate in the
ESPP. The purpose of the ESPP is to provide participants with an opportunity to purchase shares of our common stock at a
discounted purchase price. If approved by stockholders, the ESPP will become effective as of the date it is approved by
stockholders, and the first offering period under the ESPP is expected to commence on July 1, 2025.
ROLE OF 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 to enable the Talent and Compensation 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 interest of the Company and its stockholders. In addition,
the Talent and Compensation Committee oversees the succession process for executive officers.
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
COMPENSATION DISCUSSION & ANALYSIS
50
AGCO Corporation
Revenue Growth
PAY GOVERNANCE AND PAY-FOR-PERFORMANCE PHILOSOPHY
The compensation provided to our senior leaders is guided by a pay-for-performance approach 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-term 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
Executives should meet minimum requirements for share ownership.
Competitive Compensation -
Attract and Retain
Quality Management
Executive pay is market competitive but also performance-based and structured so that
it addresses retention, recruitment, market scarcity and other business concerns.
WHAT WE DO:
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 and directors
Clawback provisions in plans
WHAT WE DON’T DO:
Tax gross-ups on change-in-control benefits (for all employment contracts since 2017, including the CEO)
Encourage excessive or unnecessary risk-taking
Reprice equity awards without stockholder approval
Allow directors or executives to engage in hedging or pledging of AGCO’s securities
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
51
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 where management can influence results over the short- and long-term
• Development and retention of top talent
BENCHMARKING COMPENSATION TO PEERS
The Talent and Compensation Committee’s goal is to provide target total direct compensation (target total cash plus target
LTI opportunity) for each NEO that is competitive with the median levels of other industrial companies of similar size
and complexity.
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 and business, as outlined in the
table below.
COMPENSATION DISCUSSION & ANALYSIS
52
AGCO Corporation
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 ~2x AGCO’s
revenues during trailing 12-month period
• 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 the Company
market cap.
Similar Industry
Compete within the following similar industries:
• Machinery Industry
• Building Products Industry
• Transportation Manufacturer/Parts & Equipment
• Aerospace and Defense
• 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 companies, so
we expanded our search to include other
machinery and equipment companies.
Business Similarity
• Manufacturer of heavy-duty equipment and/or parts
• International sales are more than 30% of total sales
• Digitalization as a key initiative
• Does not rely on one single dealer or distributor (with sales
no more than 10% of total sales)
• These factors may impact the Company’s
organization structure, market risk, KPls,
sales forces and other factors, which will
eventually impact the Company’s pay
program design.
The Talent and Compensation Committee generally reviews our peer group annually. Therefore, the peer group that was used for
compensation decisions in early 2024 had been previously reviewed by the Talent and Compensation Committee in July 2023 with the
assistance of its compensation consultants. The composition of that peer group (16 companies) is shown below:
BorgWarner Inc.
Oshkosh Corporation
Thor Industries, Inc.
Cummins Inc.
PACCAR Inc.
Trane Technologies Plc
Dana Incorporated
Parker Hannifin Corporation
Westinghouse Air Brake Technologies Corporation
Dover Corporation
Rockwell Automation, Inc.
Xylem Inc.
Flowserve Corporation
Stanley Black & Decker, Inc.
Illinois Tool Works Inc.
Textron Inc.
With the assistance of its independent consultants, the Talent and Compensation Committee reviewed our peer group in July 2024 and
decided that CNH Industrial N.V. and Otis Worldwide Corporation would be added to the peer group as they are both more comparable to
AGCO in terms of the peer group revenue parameters noted above and operate in similar industries, and Flowserve Corporation would be
removed as its revenue is not within the range of AGCO’s trailing twelve-month revenue that is described above, and it is, therefore, no
longer sufficiently comparable. The composition of the current peer group following these changes (17 companies) is shown below:
BorgWarner Inc.
Oshkosh Corporation
Textron Inc.
CNH Industrial N.V.
Otis Worldwide Corporation
Thor Industries, Inc.
Cummins Inc.
PACCAR Inc.
Trane Technologies Plc
Dana Incorporated
Parker Hannifin Corporation
Westinghouse Air Brake Technologies Corporation
Dover Corporation
Rockwell Automation, Inc.
Xylem Inc.
Illinois Tool Works Inc.
Stanley Black & Decker, Inc.
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
53
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 excessive
risks. Using an outline provided by the Center on Executive Compensation (CEC), in early 2024 we completed an
assessment to determine whether our compensation programs discourage plan participants from taking “excessive risks.”
The assessment confirmed, using the CEC criteria, that our compensation program discourages taking excessive risks.
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 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 salary
• 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). As of December 31, 2024, all
of our directors and executive officers were either in compliance with the stock ownership policy or were within the five-year
transition period.
OTHER COMPENSATION, BENEFITS AND CONSIDERATIONS
NEO EMPLOYMENT AGREEMENTS
AGCO maintains employment agreements with each of the NEOs, all of which the Company believes to be consistent with
market practices. These agreements generally provide for the following:
• Annual base salary
• Participation in annual cash and long-term incentive equity programs
• Severance benefits, as described below
• For Messrs. Crain and Hansotia, participation in the Company’s supplemental retirement program (Executive
Nonqualified Pension Plan or “ENPP”), and for Messrs. Audia, Crawford and Millwood (and beginning in 2025, when the
ENPP is frozen to future accruals, for Mr. Hansotia), participation in the Company’s Nonqualified Defined Contribution
Plan, each described below
• A company car and reimbursement for customary expenses
• For Mr. Hansotia: (1) Reimbursement of the cost of one club membership, (2) term life insurance equal in value to
six-times his base salary and (3) 50 hours of flight time annually for personal use of the Company-provided aircraft
(subject to a carryover of unused flight time of up to 10 hours)
• Customary non-compete and non-solicitation provisions for two years post-employment, and a confidentiality provision
for five years post-employment
• During the two-year (for Mr. Hansotia, three-year) period following a change in control, no reduction in position, duties,
responsibilities and compensation, and no relocation of office
COMPENSATION DISCUSSION & ANALYSIS
54
AGCO Corporation
POST-TERMINATION AND CHANGE IN CONTROL BENEFITS
Employment agreements with the executives provide severance benefits when the termination by the Company is without
“cause” (or other such similar term as included in the applicable employment agreement or incentive plan) or by the
executive with “good reason.” The size of the severance benefits depends on whether the termination is within two years
following 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:
• Mr. Hansotia will receive his base salary for two years upon termination, and Messrs. Audia, Crain, Crawford and
Millwood will receive their respective base salaries for one year upon termination
• For Messrs. Audia, Crain, Crawford, Millwood and Hansotia, continued life insurance benefits and up to 18 months
COBRA coverage at active employee rates
• For Mr. Hansotia, a two-times bonus (calculated based on the three-year average of annual cash bonus received during
the prior two completed years and the current year’s trend), payable in a lump sum
• For Messrs. Audia, Crain, Crawford and Millwood, a pro-rata portion of bonus or other incentive benefits for the year
of termination
• However, if Messrs. Audia, Crain, Crawford, Hansotia or Millwood’s termination of employment occurs at age 65 or
older, the executive will not be eligible for the base salary continuation and bonus payments described above
In addition to the cash severance payments, certain additional vesting benefits will apply upon a termination by the
Company without “good cause” that does not involve a change of control:
• Beginning with 2024 grants, equity awards provide for pro-rata vesting of the next tranche of RSUs scheduled to vest,
and pro-rata vesting of PSP units based on the attainment of performance conditions at the end of the performance
period, subject to the execution of a release of claims.
• A terminated executive also is entitled to receive any vested benefits under the ENPP payable beginning at age 65.
SEVERANCE BENEFITS TRIGGERED ON TERMINATION FOLLOWING A
CHANGE OF CONTROL
For terminations by the Company without “cause” or by an executive for “good reason” within two years following a change
of control, the severance benefit includes:
• A lump-sum payment representing 3x base salary for Mr. Hansotia and 2x base salary for Messrs. Audia, Crain, Crawford
and Millwood.
• Pro-rata portion of bonus or other incentive benefits for year of termination.
• For Mr. Hansotia, a 3x bonus; for Messrs. Audia, Crain, Crawford and Millwood, a 2x bonus (calculated based on the
three-year average of annual cash bonus received during the prior two completed years and the current year’s trend),
payable in a lump sum.
• Continued life and/or group health coverage or benefits at the same rates in effect at the time of termination, or
payment in lieu of such amounts, for a post-termination period equal to: for Mr. Hansotia, three years; for Messrs.
Audia, Crain, Crawford and Millwood, two years.
In addition to the cash severance payments, certain enhanced vesting benefits exist following a change in control:
• All unvested equity awards include a “double-trigger” provision that provides for accelerated vesting of any unvested
portion of the award, contingent on a change in control and either termination of employment (by the Company without
“good cause” or by the executive for “good reason,” with a release of claims required, beginning with 2024 grants) 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.
• All benefits under the ENPP that have been earned based on years of service also become vested upon a change
of control, regardless of whether the participant experiences a termination following the change in control.
• Accelerated vesting of the executive’s account under the Nonqualified Defined Contribution Plan, regardless of whether
the participant experiences a termination following such change in control.
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
55
Mr. Crain, who retired at the end of 2024, was the only NEO contractually entitled to receive a gross-up for excise taxes
due on the change of control payments described above. 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 provisions of Messrs. Audia’s, Crawford’s, Hansotia’s and Millwood’s
employment contracts, there are no excise tax gross-ups for severance payments. This provision was removed from
Mr. Hansotia’s agreement in 2021.
For purposes of these benefits, a “change of control” occurs, in general, when (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
office; 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.
RETIREMENT
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 plans permit
additional retirement savings. To encourage retirement savings under the qualified and nonqualified plans, we provide an
employer matching contribution (as noted below). In addition, we provide certain benefits under our AIP and equity awards
upon retirement, as described below.
PLAN TYPE
DESCRIPTION
STATUS
AGCO 401(k) Plan
For the Company’s 401(k) plan, we generally contributed
approximately $18,975 to each eligible U.S.-based executive’s
401(k) account during 2024, which was the maximum
contribution match allowable under the Company’s
401(k) plan.
Active
Executive Nonqualified
Pension Plan
The ENPP provides the Company’s eligible U.S.-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.
ENPP frozen to future salary
benefit accruals as of
December 31, 2024
Executive Defined
Contribution
(“DC”) Plan
The Company maintains a DC plan with respect to which it
makes contributions for certain senior U.S.-based executives.
Executives who previously participated in the ENPP will receive
future contributions under the DC plan beginning in 2025 in
connection with the freeze of the ENPP. For Senior Vice
Presidents, we annually contribute 10% of the executive
officer’s salary plus his or her annual incentive compensation,
less the maximum contribution match allowance under the
AGCO 401(k) plan, to the DC Plan. For the Chief Executive
Officer, the annual contribution percentage is 15%,
similarly adjusted.
Active
Annual Incentive Plan
If a participant in the AIP terminates employment before an AIP
award is paid due to approved retirement, a pro-rated award
will be paid out based on actual performance results at the
same time as awards are paid to other participants.
Active
Equity Awards
Upon retirement, there will be pro-rata vesting of the next
tranche of RSUs scheduled to vest, and pro-rata vesting of PSP
units based upon the attainment of performance conditions at
the end of the performance period. If the retirement occurs
following a change in control, there will be accelerated vesting
of any unvested portion of the awards.
Active
COMPENSATION DISCUSSION & ANALYSIS
56
AGCO Corporation
The ENPP was frozen to future salary benefit accruals as of December 31, 2024. No further accruals to the executive
retirement benefit for compensation or service changes were made after that date. As of January 1, 2025, any remaining
participants have transitioned to our Executive Defined Contribution plan.
DEATH, DISABILITY AND OTHER BENEFITS
In the event of an NEO’s death, the executive’s estate would receive the executive’s base salary in effect at the time of
death for a period of three months. The estate is also entitled to all sums payable to the executive through the end of the
month in which death occurs, including the pro-rata portion of the executive’s bonus earned at this time.
Upon the termination of the NEO’s employment due to disability, the executive would receive all sums otherwise payable to
the executive by the Company through the date of the termination of employment, including the pro-rata portion of the
bonus earned.
AIP awards and outstanding equity awards generally receive the same treatment upon death or disability as upon
retirement, as described in the section entitled “Retirement” above.
Executives also participate in our other benefit plans on the same general terms as other employees. These plans may
include medical, dental and disability insurance coverage.
LIMITED PERQUISITES
We believe that cash and incentive compensation should be the primary focus of compensation and that perquisites
should be modest.
• The primary perquisites 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.
• For executives on international assignments, certain additional expatriate and relocation benefits are provided.
• Mr. Hansotia is allowed to use our aircraft for up to 50 hours of personal use each year. The cost of this use is
taken into consideration by the Talent and Compensation Committee as part of the establishment of Mr. Hansotia’s
compensation and, as a result, each year Mr. Hansotia is allowed to carryover unused flight time up to 10 hours. No
other executives are allowed personal use.
COMPENSATION RECOVERY POLICY
We maintain the AGCO Corporation Policy for the Recovery of Erroneously Awarded Compensation (the Compensation
Recovery Policy), which became effective in late 2023, to comply with NYSE listing standards implementing Exchange Act
Rule 10D-1. The Compensation Recovery Policy generally provides that in the event of certain accounting restatements, the
Talent and Compensation Committee will take prompt action to recover erroneously awarded incentive compensation from
executive officers that was “received” (within the meaning of the rules) in the three prior completed fiscal years. The policy
provides the Talent and Compensation Committee with broad discretion regarding the means of recovery. Previously, we
maintained the Compensation Adjustment and Recovery Policy, which provided for recovery if the Board learned of any
misconduct by an officer of AGCO or one of its subsidiaries that contributed to our having to restate our published
financial statements.
COMPENSATION DISCUSSION & ANALYSIS
2025 Proxy Statement
57
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-party 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-converted basis. The equity securities attributable to a Board member or officer for
these purposes shall include equity securities attributable to the Board member or officer 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 officer 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.
INSIDER TRADING POLICY
We have adopted an insider trading policy governing the purchase, sale and other disposition of our securities by our
directors, officers, and employees, and by the Company. We believe this policy is reasonably designed to promote
compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company. We comply
with all applicable securities laws when transacting in our own securities.
TIMING OF EQUITY AWARDS
We do not currently grant stock options or stock appreciation rights, and therefore we do not have a policy or practice
regarding the timing for granting these types of awards. We historically granted stock-settled appreciation rights, but have
not done so since 2020. Assuming our stockholders approve the AGCO Corporation Employee Stock Purchase Plan at the
Annual Meeting, eligible employees may voluntarily enroll in the plan and receive an option to purchase shares at a
discount using payroll deductions accumulated during the applicable offering period.
Our current long-term incentive program is comprised of restricted stock units and performance-share plan units. We
typically have two regular equity award grant dates, one in January and one in July. On the date of the Talent and
Compensation Committee’s regularly scheduled meeting in January of each year, we generally grant annual equity awards
to our named executive officers and other eligible employees. On the date of the Talent and Compensation Committee’s
regularly scheduled meeting in July of each year, the Talent and Compensation Committee and/or its delegates generally
grant off-cycle equity awards, such as new hire awards, retention awards, or performance recognition awards. In addition,
we occasionally make special equity award grants at other times during the year, such as in connection with the closing of
a transaction.
COMPENSATION DISCUSSION & ANALYSIS
58
AGCO Corporation
Summary of 2024 Compensation
The following table provides information concerning the compensation of the NEOs for the Company’s three most recently
completed years ended December 31, 2024, 2023 and 2022.
In the column “Salary,” we disclose the amount of base salary paid to the NEO during the year.
In the column “Bonus,” we disclose bonuses earned by the NEOs outside of our AIP during the year, if any.
In the column “Stock Awards,” we disclose the award of stock (specifically RSUs and PSP awards) measured in dollars and
calculated in accordance with ASC 718 Compensation - Stock Compensation. For awards of RSUs, 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 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 applicable performance
goals. Please also refer to the table below under the caption “2024 Grants of Plan-Based Awards.” For more information
on our 2024 RSU and PSP grants (including applicable vesting and performance conditions), see the section entitled
“Long-Term Incentive.”
In the column “Non-Equity Incentive Plan Compensation,” we disclose amounts earned under our AIP 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. For more information on our 2024 AIP program (including applicable performance
metrics), see the section entitled “2024 Annual Incentive (AIP Plan).”
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 2024.
In the column “All Other Compensation,” we disclose the sum of the dollar value of all perquisites and other personal
benefits, or property, unless the aggregate amount of such compensation is less than $10,000.
The Company currently has employment agreements with Messrs. Hansotia, Audia, Crain, Crawford and Millwood, as
described in the section entitled “NEO Employment Agreements” above.
2025 Proxy Statement
59
2024 Summary Compensation Table
Name and Principal Position(1)
Year
Salary(2)
($)
Bonus(3)
($)
Stock
Awards(4)
($)
Non-Equity
Incentive
Plan
Compensation(5)
($)
Change in
Pension
Value and
Non-
Qualified
Earnings(6)
($)
All Other
Compensation(7)
($)
Total
($)
Eric P. Hansotia
Chairman, President & CEO
2024
1,383,333
—
9,916,044
570,681
2,552,817
300,003
14,722,878
2023
1,316,667
—
9,252,255
3,732,750
2,567,180
402,414
17,271,266
2022
1,216,667
—
8,573,886
2,986,271
363,569
210,060
13,350,453
Damon J. Audia
Senior Vice President —
Chief Financial Officer
2024
740,227
270,375
1,932,397
203,584
—
246,700
3,393,283
2023
714,000
—
1,205,287
1,349,460
—
158,548
3,427,295
2022
350,000
—
3,207,997
609,406
—
625,153
4,792,556
Robert B. Crain
Senior Vice President and General
Manager, Grain & Protein
2024
605,986
—
954,008
149,982
786,599
128,066
2,624,641
2023
605,986
—
964,172
1,030,782
1,059,727
61,500
3,722,167
2022
605,986
—
960,378
941,884
—
54,446
2,562,694
Seth H. Crawford
Senior Vice President and General
Manager, PTx
2024
518,622
189,432
954,008
—
—
173,657
1,835,719
Timothy O. Millwood
Senior Vice President, Chief
Supply Chain Officer
2024
502,297
—
954,008
124,332
—
168,719
1,749,356
(1)
Mr. Audia joined the Company as Chief Financial Officer on July 1, 2022. Messrs. Crawford and Millwood became NEOs in 2024 and
therefore their compensation is only disclosed in the table for that year. Mr. Crain retired from the Company effective December 31,
2024. Mr. Crawford’s last day of employment will be May 6, 2025.
(2)
Annual base salary increases generally go into effect on May 1.
(3)
The amounts in this column reflect the transaction cash bonuses paid to Mr. Audia and Mr. Crawford related to the PTx Trimble joint
venture transaction on April 1, 2024.
(4)
The amounts in this column reflect the grant date fair value of stock awards computed in accordance with ASC 718. The assumptions
on which these valuations are based are set forth in Note 15 to the audited financial statements included in the Company’s annual
report on Form 10-K filed with the SEC on February 24, 2025. Amounts included in this column with respect to PSP awards granted in
2024 reflect the aggregate grant date fair value computed in accordance with ASC 718 in relation to the 2024-2026 three-year
performance cycle at the probable outcome of the performance conditions, or “target” level, at the date of grant. Assuming the
maximum level of performance, the following would be the values of the award on the date of grant: Mr. Hansotia — $12,172,357;
Mr. Audia — $2,372,058; Mr. Crain — $1,171,139; Mr. Crawford — $1,171,139; and Mr. Millwood — $1,171,139. The following
were the grant date fair value of the time-vested RSUs granted in 2024 as reported in this column: Mr. Hansotia — $3,829,865;
Mr. Audia — $746,368; Mr. Crain — $368,439; Mr. Crawford — $368,439; and Mr. Millwood — $368,439.
(5)
All annual, cash incentive awards were performance-based. All awards earned for a specific performance in the year are paid no later
than March 15 of the following year.
(6)
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 “2024 Pension Benefits Table”
presented below is the value today of a benefit that will be paid at the officer’s normal retirement age, based on the benefit formula
and his or her current salary and service. The values shown in the Summary Compensation Table represent the change in the pension
obligation since the prior year.
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 2024.
• Compensation increases/decreases since prior year: The benefits payable from the pension plans are related to salary. As executive
officers’ salaries increase (or decrease), then the expected benefits payable from the pension plans will increase (decrease)
as well.
• 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 is one year closer
to retirement than he was at the prior measurement date.
60
AGCO Corporation
• 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 2023 to 2024, which
contributed to a decrease in the present value of the officers’ benefits. The change in pension value is subject to many external
variables discussed above, such as discount rates, that are not related to Company performance.
• 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.
During 2024, the pension annuity values for Mr. Hansotia and Mr. Crain increased due to service and compensation changes. These
increases, in addition to an increase in discount rate during 2024, resulted in a net increase in pension value for both. The pension
benefits and assumptions used to calculate these values are described in more detail below under the caption “Pension Benefits.”
(7)
The amount shown as “All Other Compensation” includes the following perquisites and personal benefits for the year ended
December 31, 2024:
Name
Club
Membership
($)
Defined
Contribution
Match
($)
Life
Insurance(a)
($)
Car Lease and
Maintenance(b)
($)
Other(c)
($)
Total
($)
Eric P. Hansotia
16,093
18,975
16,678
39,933
208,324
300,003
Damon J. Audia
—
208,969
7,772
18,026
11,933
246,700
Robert B. Crain
16,093
18,975
17,856
19,864
55,278
128,066
Seth H. Crawford
12,593
134,720
5,461
14,239
6,644
173,657
Timothy O. Millwood
—
132,643
2,395
25,440
8,241
168,719
(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 2024, in accordance with his employment contract, Mr. Hansotia used the corporate aircraft for personal use for an aggregate
of approximately 48 hours (reflecting approximately 7 hours of personal use carried over from 2023) for an aggregate incremental
cost of $207,784. Incremental cost for corporate aircraft includes, calculated on a per hour basis, (1) fuel and oil, (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. Also included in Mr. Hansotia’s “Other” column is a de minimis amount for home office expenses. The
amounts for Messrs. Audia, Crain, Crawford and Millwood include commercial airfare-related costs related to attendance by the
NEO’s significant other at a business-related event — $11,933, $8,665, $6,644 and $8,241, respectively. The amount for
Mr. Crain also includes a payment for unused vacation upon his retirement effective December 31, 2024 for $46,613.
2024 SUMMARY COMPENSATION TABLE
2025 Proxy Statement
61
2024 Grants of Plan-Based Awards
In this table, we provide information concerning each grant of an award made to an NEO in the most recently completed
year. This includes the awards under the Company’s AIP Plan, as well as PSP awards and RSUs under the LTI Plan, each of
which is discussed in greater detail under the caption “Compensation Discussion and Analysis.” The “Threshold,” “Target”
and “Maximum” columns reflect the range of estimated payouts under the AIP Plan and the range of number of shares to
be awarded under the PSP. In the second-to-last column, we report the number of shares of common stock underlying
RSUs granted in the year. In the last column, we report the aggregate ASC 718 grant date fair value of all stock awards
made in 2024.
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#)
Grant
Date Fair
Value of
Stock
Awards
($)
Name
Award
Type
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(# of
shares)
Target
(# of
shares)
Maximum
(# of
shares)
Eric P. Hansotia
AIP
1,037,603
2,075,205
4,150,410
PSP
1/31/24
15,940
47,821
95,642
6,086,179
RSU
1/31/24
31,881
3,829,865
Damon J. Audia
AIP
370,153
740,305
1,480,610
PSP
1/31/24
3,106
9,319
18,638
1,186,029
RSU
1/31/24
6,213
746,368
Robert B. Crain
AIP
272,694
545,387
1,090,774
PSP
1/31/24
1,534
4,601
9,202
585,569
RSU
1/31/24
3,067
368,439
Seth H. Crawford
AIP
233,405
466,809
933,618
PSP
1/31/24
1,534
4,601
9,202
585,569
RSU
1/31/24
3,067
368,439
Timothy O. Millwood
AIP
228,142
452,115
912,569
PSP
1/31/24
1,534
4,601
9,202
585,569
RSU
1/31/24
3,067
368,439
(1)
Amounts included in the table above represent the potential payout levels related to corporate objectives for the fiscal year 2024
under the Company’s AIP, described in more detail in the Compensation Discussion and Analysis above. These awards were paid on
February 28, 2025. Refer to Note 5 of the 2024 Summary Compensation Table.
(2)
PSP awards vest based on the attainment of revenue growth and RONA over a three-year period, subject to a total shareholder return
modifier. The amounts shown represent the number of shares the executive would receive if the “Threshold,” “Target” and
“Maximum” levels of performance are reached for revenue growth and RONA for the PSP awards granted in 2024 under the LTI Plan.
The executives could receive a lower number of shares in the event that one of the performance metrics was “Below Threshold” and
the other was at “Threshold,” and/or if the total shareholder return modifier resulted in a reduction to the number of shares earned.
(3)
Amounts represent RSUs, which vest in equal annual installments on the first three anniversaries of the date of grant.
62
AGCO Corporation
Outstanding Equity Awards at Year-
End 2024
The following table provides information concerning unexercised stock-settled stock appreciation rights (“SSARs”) and
stock (including RSUs and PSP awards) that have not been earned or vested for each NEO and are 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-based 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
Name
Year of
Grant
Number of
Securities
Underlying
Unexercised
SSARs
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
SSARs
Unexercisable(1)
(#)
SSAR
Exercise
Price
($)
SSAR
Expiration
Date
Number
of Shares
or Units of
Stock that
Have Not
Vested(2)
(#)
Market Value
of Shares or
Units of Stock
that Have Not
Vested(3)
($)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
that Have Not
Vested(4)
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested(5)
($)
Eric P.
Hansotia
2019
9,300
—
62.85
1/22/2026
—
—
—
—
2020
9,750
—
72.74
1/22/2027
—
—
—
—
2022
—
—
—
—
7,315
683,806
—
—
2022
—
—
—
—
2,813
262,959
—
0
2023
—
—
—
—
17,528
1,638,517
39,440
3,686,851
2024
—
—
—
—
31,881
2,980,236
47,821
4,470,307
Damon J.
Audia
2022
—
—
—
—
9,136
854,033
—
—
2023
—
—
—
—
2,283
213,415
5,138
480,300
2024
—
—
—
—
6,213
580,791
9,319
871,140
Robert B.
Crain
2020
2,550
—
72.74
12/31/2025
—
—
—
—
2022
—
—
—
—
1,055
98,621
—
—
2023
—
—
—
—
1,826
170,694
4,110
384,203
2024
—
—
—
—
3,067
286,703
4,601
430,101
Seth H.
Crawford
2022
—
—
—
—
619
57,864
—
—
2022
—
—
—
—
436
40,757
—
—
2023
—
—
—
—
1,826
170,694
4,110
384,203
2024
—
—
—
—
3,067
286,703
4,601
430,101
Timothy O.
Millwood
2023
—
—
—
—
3,277
306,334
3,068
286,797
2024
—
—
—
—
3,067
286,703
4,601
430,101
(1)
SSAR awards vested ratably, or 25% annually, over four years beginning from the date of grant, which was January 22, 2019 for the
2019 grants, and January 22, 2020 for the 2020 grants. As of December 31, 2024, there were no SSARs that have not been earned.
We have not granted SSARs since 2020.
(2)
The 2022, 2023, and 2024 RSU awards vest in equal installments over three years on the applicable anniversaries of the grant date,
which were January 20, 2022, January 30, 2023 and January 31 2024 (other than 2,813 RSUs granted to Mr. Hansotia, 9,136 RSUs
granted to Mr. Audia and 436 RSUs granted to Mr. Crawford, each of which were granted on 7/13/2022). For Mr. Crain, this column
includes a total of 2,738 RSUs that he vested into in connection with his retirement (i.e., a pro-rata amount of the next tranche of
RSUs scheduled to vest following his retirement). Because he is considered a “specified employee” under the Internal Revenue Code,
those RSUs will be settled following the six-month delay period after his retirement. The remaining unvested RSUs were forfeited as of
his retirement.
(3)
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, 2024, which was $93.48.
2025 Proxy Statement
63
(4)
The amounts shown represent the number of shares awarded but unearned at “target” level of performance under the PSP awards
granted in January 2023 and January 2024, respectively. The actual amounts that will be earned under the 2023 and 2024 PSP
awards are dependent upon the achievement of performance goals during the respective performance cycles (2023 - 2025 and 2024 -
- 2026). Based on the Company’s performance in 2023 and 2024, the PSP grants made in those years are currently trending below
the “target” level of performance. However, the awards are subject to further vesting periods, which may result in above or below
target payout, with each ultimate award that is earned determined based upon the average of the three annual percentages, subject to
a relative total shareholder return modifier. As a result of Mr. Crain’s retirement, the PSP awards granted in 2023 and 2024 will
remain outstanding through the end of the applicable performance period and vest on a pro-rated basis, subject to the actual
achievement of the performance goals.
(5)
Based on the closing price of the Company’s common stock on December 31, 2024, which was $93.48.
SSAR Exercises and Stock Vested
in 2024
The following table provides information concerning exercises of SSARs and vesting of stock awards including time-based
restricted stock units and PSP awards during the most recently completed year for each of the NEOs. The table reports the
number of securities acquired upon exercise of SSARs, the aggregate dollar value realized upon exercise of SSARs, the
number of shares of stock that have vested and the aggregate dollar value realized upon such vesting.
SSAR Awards
Stock Awards
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized on
Exercise(1)
($)
Number of Shares
Acquired on Vesting
(#)
Value Realized on
Vesting(2)
($)
Eric P. Hansotia
1,250
23,550
84,202
8,892,993
Damon J. Audia
—
—
16,522
1,661,965
Robert B. Crain
—
—
9,057
965,705
Seth H. Crawford
—
—
8,605
903,973
Timothy O. Millwood
—
—
2,932
332,985
(1)
The value realized is the fair market value on the exercise date, net of the exercise price.
(2)
The value realized is the fair market value on the vesting date.
OUTSTANDING EQUITY AWARDS AT YEAR-END 2024
64
AGCO Corporation
Pension Benefits
The “2024 Pension Benefits Table” provides further details regarding the executive officers’ defined benefit retirement plan
benefits. Because the pension amounts shown in the “2024 Summary Compensation Table” and the “2024 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 participate in the ENPP, and executives promoted or hired on or
after August 1, 2015 participate in the Executive Nonqualified Defined Contribution Plan. In 2021, the ENPP was “frozen”
and further salary benefit accruals under the ENPP ended on December 31, 2024. In addition, the lifetime annuity feature
was terminated for all participants who had not yet retired. As of January 1, 2025, the remaining participants in the ENPP
retained any vested ENPP benefits but otherwise transitioned to the Executive Nonqualified Defined Contribution Plan as to
future benefits.
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 Company 401(k) Savings Plan benefits attributable to employer matching
contributions. In addition, executives who reached age 65 prior to or in 2021, and who remain with AGCO until age 65 will
have their benefits continue as a lifetime annuity after the 15-year post-retirement period ends (i.e., at age 80). The ENPP
balances are invested in funds selected by the Company and not at the option of the eligible executive.
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 401(k)
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 country
attributable to the Company’s contributions.
Final Average Monthly Compensation. The final average monthly compensation is the average of the three years of base
salary and annual cash incentive payments under the AIP Plan paid to the executive during the three years in which such
sum was the highest from among the 10 years prior to his or her death, termination or retirement, divided by 12.
Vesting. Executives become vested after meeting all three of the following requirements: (i) turn age 50; (ii) completing 10
years of service with the Company; and (iii) achieving five years of participation in the ENPP. An executive must (i) remain
with the Company until age 65 (and must reach age 65 by December 31, 2022), (ii) have at least 10 years of service (five
years must include participation in the ENPP), and (iii) have a separation from service with the Company or an applicable
affiliate or die prior to December 31, 2022 (at which point, executive must be fully vested in the ENPP pursuant to the
previous sentence), to vest in the life annuity portion 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, as defined in the ENPP.
Early Retirement Benefits. Executives do not receive benefits under the ENPP prior to normal retirement age, other than in
the case of a change in control, at which time the executive would fully vest in his or her accrued benefit and annuity, as
determined on the date of the change in control, subject to continued employment through the change in control.
2025 Proxy Statement
65
2024 Pension Benefits Table
Number of
Years of
Credited
Service
Present Value
of Accumulated
Benefit(1)
Payments
During
Last Year
Name
Plan Name
(#)
($)
($)
Eric P. Hansotia
AGCO Executive Nonqualified Pension Plan
11.50
8,795,486
—
Damon J. Audia(2)
N/A
N/A
N/A
N/A
Robert B. Crain
AGCO Executive Nonqualified Pension Plan
19.00
8,455,632
—
Seth H. Crawford(2)
N/A
N/A
N/A
N/A
Timothy O. Millwood(2)
N/A
N/A
N/A
N/A
(1)
Based on plan provisions in effect as of December 31, 2024. The executive officers’ pension plan will provide a monthly annuity
benefit upon retirement, as described under header “Executive Nonqualified Pension Plan.” 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 and service, as
well as the assumptions and methods prescribed by the SEC), computed as the same pension plan measurement date used for our
Annual Report on Form 10-K for the year ended December 31, 2024; see Note 20. These values are not the monthly or annual
benefits that the applicable executive would receive.
(2)
Messrs. Audia, Crawford and Millwood are not participants in any AGCO pension plan.
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 2024, the discount rate assumption used to determine the actuarial present value of
accumulated pension benefits was higher than in 2023. The Company cautions that the values reported in the Change in
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.
66
AGCO Corporation
EXECUTIVE NONQUALIFIED DEFINED CONTRIBUTION PLAN
The Company maintains an Executive Nonqualified Defined Contribution Plan with respect to which it makes contributions
for certain senior U.S.-based executives. Mr. Audia, Mr. Crawford and Mr. Millwood were the only NEOs who participated in
the Executive Nonqualified Defined Contribution Plan during 2024. However, executives who participated in the ENPP at the
end of 2024 transitioned to the Executive Nonqualified Defined Contribution Plan in 2025 in connection with the freeze of
the ENPP, as discussed above. For participating Senior Vice Presidents, we annually contribute 10% of the executive
officer’s salary plus his or her annual incentive compensation, less the maximum amount of match contributions that could
have been made during the year with respect to the AGCO 401(k) Savings Plan, to AGCO’s Executive Nonqualified Defined
Contribution Plan. For the Chief Executive Officer, the annual contribution percentage is 15%, similarly adjusted. The
Executive Nonqualified Defined Contribution Plan balances are invested in funds selected by the Company and not at the
option of the eligible executive.
Plan Name
Executive
Contributions
in Last FY(1)
Registrant
Contributions
in Last FY(2)
Aggregate
Earnings in
Last FY(3)
Aggregate
Withdrawals/
Distributions
Aggregate
Balance at
Last FYE(4)
Eric P. Hansotia
N/A
N/A
N/A
N/A
N/A
N/A
Damon J. Audia
Nonqualified Defined
Contribution Plan
N/A $
189,994 $
4,966 $
— $
348,691
Robert B. Crain
N/A
N/A
N/A
N/A
N/A
N/A
Seth H. Crawford
Nonqualified Defined
Contribution Plan
N/A $
115,745 $
9,958 $
— $
404,674
Timothy O. Millwood
Nonqualified Defined
Contribution Plan
N/A $
113,668 $
2,570 $
— $
195,986
(1)
There are no Executive contributions to the Nonqualified Defined Contribution Plan.
(2)
The Company makes contributions to the Nonqualified Defined Contribution Plan on behalf of eligible participants. The Company
contributions shown are included in the "All Other Compensation" column of the 2024 Summary Compensation Table for Messrs.
Audia, Crawford and Millwood. The 2024 contributions were not made until 2025.
(3)
The aggregate earnings represent deemed investment earnings or losses from the Company contributions. AGCO’s Executive
Nonqualified Defined Contribution Plan does not guarantee a return on deferred amounts. For this plan, no amounts included in
this column are reported in the 2024 Summary Compensation Table because the plan does not provide for above-market or
preferential earnings.
(4)
The aggregate balance at last FYE includes the balance as of December 31, 2024, plus the addition of the 2024 company
contributions described in Note 2 above. The amounts listed in this column include prior year Company contributions of $152,491 to
Mr. Audia’s account, which were reported in the Summary Compensation table in prior years.
2024 Pension Benefits Table
2025 Proxy Statement
67
Other Potential
Post-Employment Payments
Each NEO’s employment agreement with the Company includes provisions for post-employment compensation related
to certain employment termination events.
Mr. Crain retired from the Company effective December 31, 2024. In connection with his retirement, he was entitled to
receive the applicable benefits described in the “Retirement” section in the Compensation Discussion and Analysis above.
Specifically, he received his AIP award of $149,892 as reflected in the Non-Equity Incentive Plan column of the 2024
Summary Compensation Table, which was not subject to pro-ration because he was employed during the entirety of 2024.
In addition, he received pro-rata vesting on the tranche next scheduled to vest for his outstanding RSUs. His PSP awards
with open performance periods remained outstanding, on a pro-rata basis, and eligible to vest upon the attainment of
performance conditions at the end of the applicable performance period.
Mr. Crawford’s last day of employment with the Company will be May 6, 2025.
The table below and its accompanying footnotes provide specific detail on the post-employment compensation each NEO,
other than Mr. Crain, would have been entitled to in the event of certain employment termination events assuming
termination on the last day of the prior year (December 31, 2024).
Eric P. Hansotia
Change in Control(2)(3)(4)
$11,489,702 $
570,681 $13,722,771 $
194,553 $9,341,565
(9)
$
— $
— $35,319,272
Voluntary Termination
without Good Reason
$
— $
— $
— $
— $1,402,934
(9)
$
— $
— $ 1,402,934
Retirement(5)
$
— $
— $ 6,166,361 $
— $
—
$
— $
— $ 6,166,361
Death(6)
$
350,000 $
570,681 $ 6,166,361 $
— $1,402,934
(9)
$8,400,000 $
— $16,889,976
Disability(7)
$
— $
570,681 $ 6,166,361 $
— $1,402,934
(9)
$
— $ 3,660,000 $11,799,976
Involuntary with Cause
$
— $
— $
— $
— $1,402,934
(9)
$
— $
— $ 1,402,934
Involuntary without
Cause or Good Reason
Resignation(8)
$ 7,659,801 $
570,681 $ 2,483,514 $
80,000 $1,402,934
(9)
$
— $
— $12,196,930
Damon J. Audia
Change in Control(2)(3)(4)
$ 2,941,313 $
203,584 $ 3,083,220 $
180,126 $
—
$
— $
— $ 6,408,243
Voluntary Termination
without Good Reason
$
— $
— $
— $
— $
—
$
— $
— $
—
Retirement(5)
$
— $
— $
908,922 $
— $
—
$
— $
— $
908,922
Death(6)
$
249,947 $
203,584 $
908,922 $
— $
—
$4,499,040 $
— $ 5,861,493
Disability(7)
$
— $
203,584 $
908,922 $
— $
—
$
— $ 1,395,000 $ 2,507,506
Involuntary with Cause
$
— $
— $
— $
— $
—
$
— $
— $
—
Involuntary without
Cause or Good Reason
Resignation(8)
$
749,840 $
203,584 $
483,977 $
19,250 $
—
$
— $
— $ 1,456,651
Seth H. Crawford
Change in Control(2)(3)(4)
$ 2,056,289 $
— $ 1,370,448 $
125,306 $
—
$
— $
— $ 3,552,043
Voluntary Termination
without Good Reason
$
— $
— $
— $
— $
—
$
— $
— $
—
Retirement(5)
$
— $
— $
616,064 $
— $
—
$
— $
— $
616,064
Death(6)
$
131,339 $
— $
616,064 $
— $
—
$3,152,142 $
— $ 3,899,545
Disability(7)
$
— $
— $
616,064 $
— $
—
$
— $
835,800 $ 1,451,864
Involuntary with Cause
$
— $
— $
— $
— $
—
$
— $
— $
—
Involuntary without
Cause or Good Reason
Resignation(8)
$
525,357 $
— $
238,935 $
11,050 $
—
$
— $
— $
775,342
Executive /
Termination Scenario(1)
Severance
Bonus
Vesting of
Equity
Benefits
Retirement
Benefits
Death
Benefit
Disability
Benefit
Estimated
Total
68
AGCO Corporation
Timothy O. Millwood
Change in Control(2)(3)(4)
$ 1,837,379 $
124,332 $ 1,309,935 $
146,980 $
—
$
— $
— $ 3,418,626
Voluntary Termination
without Good Reason
$
— $
— $
— $
— $
—
$
— $
— $
—
Retirement(5)
$
— $
— $
506,716 $
— $
—
$
— $
— $
506,716
Death(6)
$
127,205 $
124,332 $
506,716 $
— $
—
$3,052,920 $
— $ 3,811,173
Disability(7)
$
— $
124,332 $
506,716 $
— $
—
$
— $
798,600 $ 1,429,648
Involuntary with Cause
$
— $
— $
— $
— $
—
$
— $
— $
—
Involuntary without
Cause or Good Reason
Resignation(8)
$
508,820 $
124,332 $
238,935 $
14,500 $
—
$
— $
— $
886,587
Executive /
Termination Scenario(1)
Severance
Bonus
Vesting of
Equity
Benefits
Retirement
Benefits
Death
Benefit
Disability
Benefit
Estimated
Total
(1)
All termination scenarios assume termination and/or change of control, as applicable, occurred on December 31, 2024, and a stock
price of $93.48, which was the closing price of the Company’s common stock on December 31, 2024.
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 would receive a lump-sum payment equal to (i) three times his base salary in 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 three-year average of his respective annual bonus received during the prior two completed years and the current year’s
trend, payable in a lump sum. He would continue to receive life insurance and health benefits during a three-year period.
Mr. Hansotia no longer has a right to an excise tax gross-up.
• Messrs. Audia, Crawford and Millwood would receive a lump-sum 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 would continue to receive life insurance, disability and healthcare benefits during a two-year period.
• Mr. Hansotia would receive his 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.
(3)
All outstanding unvested equity awards are subject to a “double trigger” whereby accelerated vesting is contingent on a change in
control and either qualifying termination of employment (as a result of death, disability or retirement, or by the Company without “good
cause” or by the executive for “good reason”) 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. In addition, if the equity grants are assumed on a change in
control but then the NEO has a qualifying termination within two years of the change in control, (a) RSUs will vest on a pro-rata basis,
(b) PSPs would have by their terms been converted into time-based RSUs upon the change in control (based on the greater of target or
actual performance) and will vest pro rata, and (c) SSARs will vest in full on death or disability and pro rata on another type of
qualifying termination, in each case, within two years of a change in control.
(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 the change in control, in accordance with the terms of the ENPP. The
difference between the “Retirement Benefits” values shown in the table above from the ENPP and the value shown in the “2024
Pension Benefits Table” is due to the fact that the interest and mortality assumptions prescribed by the ENPP in the event of a change
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.
(5)
Mr. Hansotia is vested in his ENPP benefit, but was not eligible to commence his benefits as of December 31, 2024. Equity will vest
in the same manner as upon death or disability, as described in the note 9 below.
(6)
Upon death, the following provisions apply to each of the NEOs:
• The estate would receive the executive’s base salary in effect at the time of death for a period of three months. The estate is also
entitled to all sums payable to the executive through the end of the month in which death occurs, including the pro-rata portion of
his bonus earned at this time. The “Death Benefit” amount represents the value of the insurance proceeds payable upon death.
• The RSUs that would have vested in the 12-month period following the NEO’s death will accelerate and vest.
• PSP awards remain outstanding and subject to pro-rata vesting at the end of the performance period, based on actual performance.
There is no economic benefit represented in the chart above to reflect this treatment.
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
2025 Proxy Statement
69
(7)
Upon disability, the following provisions apply to each of the NEOs:
• Each of the NEOs would receive 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.
• The RSUs that would have vested in the 12-month period following the NEO’s death will accelerate and vest.
• PSP awards remain outstanding and subject to pro-rata vesting at the end of the performance period, based on actual performance.
There is no economic benefit represented in the chart above to reflect this treatment.
(8)
If employment is terminated without cause or if the executive voluntarily resigns with good reason (not in connection with a change in
control), the following provisions apply to each of the NEOs:
•
Messrs. Audia, Crawford and Millwood, each would receive (i) their base salary in 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 and (ii) 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. Life insurance benefits are continued for Messrs. Audia, Crawford and Millwood for the duration of the severance
period; each NEO would also receive up to 18 months of COBRA coverage at active employee rates.
•
Mr. Hansotia would receive (i) his base salary in effect at the time of termination for a two-year severance period, paid at the
same intervals as if he had remained employed with the Company, (ii) a bonus equal to two times the three-year average of his
awards received during the prior two completed years and the current year’s trend, payable in a lump sum, and (iii) continued life
insurance benefits and up to 18 months COBRA coverage at active employee rates.
•
Beginning with 2024 grants, upon a termination without “good cause,” the NEOs’ equity awards provide for pro-rata vesting of the
next tranche of RSUs scheduled to vest and pro-rata vesting of PSP units based on the attainment of performance conditions at
the end of the performance period, in each case, subject to the execution of a release of claims.
(9)
Mr. Hansotia is currently vested in his ENPP retirement benefit. In the event of Mr. Hansotia’s termination within two years of a change
of control, he would receive a $9,341,565 lump-sum payment on the first day of the seventh month following his termination (or
earlier in the event of termination as a result of Mr. Hansotia’s death). In the event of his termination not within two years of a change
in control, he would receive a $1,402,934 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. There is no
enhancement that would be added to his pension benefit if he had been terminated in the event of his termination due to any other
cause on December 31, 2024.
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
70
AGCO Corporation
Pay Versus Performance
As required by the Dodd-Frank Act and Item 402(v) of Regulation S-K, the Pay Versus Performance disclosure that follows
provides information about the relationship between Compensation Actually Paid (“CAP”) to our Principal Executive Officer
(“PEO”) and Non-PEO NEOs and certain financial performance measures of the Company. For further information
concerning AGCO’s pay-for-performance philosophy and how the Company aligns executive compensation with performance,
see the “Compensation Discussion and Analysis.”
Value of Initial Fixed $100
Investment Based On:
Year
Summary
Compensation
Table Total for
PEO ($)(1)
Compensation
Actually Paid to
PEO ($)(1)
Average Summary
Compensation Table
Total for Non-PEO
NEO ($)(1)
Average
Compensation
Actually Paid to
Non-PEO NEO
($)(1)
Total
Shareholder
Return
($)(1)
Peer Group
Total
Shareholder
Return ($)(1)(2)
Net Income
($)(1)
Company-Selected
Measure (Adjusted
Operating Margin)
(%)(3)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2024(4)
14,722,878
(7,601,858)
2,400,750
(9,520)
143.46
105.90
(424.8)
9.2 %
2023(4)
17,271,266
17,672,602
3,122,065
3,402,833
180.19
119.43
1,171.4
12.0 %
2022(4)
13,350,453
25,100,778
3,122,828
4,771,244
195.59
130.62
889.6
10.3 %
2021(4)
11,181,748
11,598,468
2,857,547
2,484,180
156.50
142.11
897.0
9.1 %
2020(4)
13,852,298
14,460,470
4,375,062
5,958,183
134.77
114.59
427.1
7.0 %
(1)
All balances are whole numbers except for net income, which are in millions.
(2)
The Peer Group Total Shareholder Return is defined as the MVIS Global Agribusiness Index.
(3)
Adjusted operating margin is a non-GAAP measure, and a reconciliation is provided to the closest U.S. GAAP measure at the end of
this proxy statement. For 2024, 8.9% represents what our adjusted operating margin would have been before any adjustments related
to the PTx Trimble joint venture. As a result of the Company’s Talent and Compensation Committee’s determination that the results
related to the PTx Trimble joint venture in the first year of acquisition should be excluded from the calculation, the adjusted operating
margin metric that was attained for purposes of our AIP in 2024 was 9.2%. The exclusion is further described in the 2024 Annual
Incentive Payouts section in the “Compensation Discussion and Analysis.”
(4)
Martin H. Richenhagen was the Company’s PEO for the year ended December 31, 2020. Eric P. Hansotia was the Company’s PEO for
the years ended December 31, 2021, 2022, 2023 and 2024. The individuals comprising the Non-PEO NEOs for each year presented
are noted below:
•
2024 - Damon J. Audia, Robert B. Crain, Seth H. Crawford and Timothy O. Millwood
•
2023 - Damon J. Audia, Robert B. Crain, Torsten R.W. Dehner and Luis F.S. Felli
•
2022 - Damon J. Audia, Andrew H. Beck, Robert B. Crain, Torsten R.W. Dehner and Hans-Bernd Veltmaat
•
2021 - Andrew H. Beck, Robert B. Crain, Torsten R.W. Dehner and Hans-Bernd Veltmaat
•
2020 - Andrew H. Beck, Robert B. Crain, Eric P. Hansotia and Hans-Bernd Veltmaat
2025 Proxy Statement
71
PEO
OTHER NEOs
Prior FYE
Current FYE
Fiscal Year
12/31/2023
12/31/2024
2024
12/31/2023
12/31/2024
2024
Summary Compensation Table Total
$
14,722,878
$
2,400,750
- Change in Pension Value in Summary
Compensation Table
(2,552,817)
(196,650)
+ Pension Service Cost
764,825
111,258
- Grant Date Fair Value of Option Awards and
Stock Awards Granted in Fiscal Year
(9,916,044)
(1,198,605)
+ Fair Value at Fiscal Year-End of
Outstanding and Unvested Option Awards
and Stock Awards Granted in Fiscal Year
4,111,134
407,447
+ Change in Fair Value of Outstanding and
Unvested Option Awards and Stock Awards
Granted in Prior Fiscal Years
(7,688,230)
(780,732)
+ Fair Value at Vesting of Option Awards and
Stock Awards Granted in Fiscal Year that
Vested during Fiscal Year
—
21,851
+ Change in Fair Value as of Vesting Date of
Option Awards and Stock Awards Granted in
Prior Fiscal Years for which Applicable
Vesting Conditions were Satisfied during
Fiscal Year
(7,043,604)
(658,445)
- Fair Value as of Prior Fiscal Year-End of
Option Awards and Stock Awards Granted in
Prior Fiscal Years that Failed to Meet
Applicable Vesting Conditions during
Fiscal Year
—
(116,394)
Compensation Actually Paid
$
(7,601,858) $
(9,520)
Listed below are the three performance measures for AGCO that we consider to be the most important for driving long-term
returns for our stockholders. Adjusted operating margin and Return on Net Assets (RONA) are both goals under our annual
incentive awards and are more fully discussed under “Compensation Discussion and Analysis – Description of Performance
Measures.” Revenue and RONA are both goals for the performance-based awards under our long-term incentive plan. Over
time, we have considered different performance measures to be the most important, and we would expect them to change
in the future as well.
Most Important Company Performance Measures for Determining NEO Compensation
Adjusted operating margin(1)
RONA(1)
Revenue growth
(1)
Adjusted operating margin and RONA are non-GAAP measures, and a reconciliation is provided to the closest U.S. GAAP measure at
the end of this proxy statement. The reconciliation does not account for the exclusion of the results of the PTx Trimble joint venture,
which are described in the 2024 Annual Incentive Payouts section in the “Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
72
AGCO Corporation
RELATIONSHIPS WITH CERTAIN PERFORMANCE MEASURES
The following graphs provide visual representations of the relationship between both the CAP of our PEO and the average
CAP of our non-PEO NEOs and our (i) Total Shareholder Return (TSR), (ii) net income and (iii) our Company-Selected
Measure, Adjusted Operating Margin. CAP is influenced by numerous factors, including, but not limited to, the timing of
new equity grants and outstanding award vesting, share price volatility during the fiscal year, mix of performance metrics
and other factors.
For additional context along with a review of our performance metrics, our process for setting executive compensation, and
how our executive compensation design reinforces our compensation philosophy, please see the “Compensation
Discussion and Analysis.”
AGCO CORPORATION CAP VS TSR
Compensation Actually Paid ($M)
Value of $100 Investment
from 12/31/2019
$14.5
$11.6
$25.1
$17.7
$(7.6)
$6.0
$2.5
$4.8
$3.4
$(0.01)
$134.77
$156.50
$195.59
$180.19
$143.46
$114.59
$142.11
$130.62
$119.43
$105.90
FY 2020
FY 2021
FY 2022
FY 2023
FY 2024
PEO CAP ($M)
Avg NEO CAP ($M)
AGCO TSR
MVIS Global Agribusiness Index TSR
PAY VERSUS PERFORMANCE
2025 Proxy Statement
73
AGCO CORPORATION CAP VS NET INCOME
Compensation Actually Paid ($M)
Net Income ($M)
$14.5
$11.6
$25.1
$17.7
$(7.6)
$6.0
$2.5
$4.8
$3.4
$(0.01)
$427.1
$897.0
$889.6
$1,171.4
$(424.8)
FY 2020
FY 2021
FY 2022
FY 2023
FY 2024
PEO CAP ($M)
Avg NEO CAP ($M)
Net Income ($M)
AGCO CORPORATION CAP VS ADJUSTED OPERATING MARGIN
Compensation Actually Paid ($M)
Adjusted Operating Margin (%)*
$14.5
$11.6
$25.1
$17.7
$(7.6)
$6.0
$2.5
$4.8
$3.4
$(0.01)
7.0%
9.1%
10.3%
12.0%
9.2%
FY 2020
FY 2021
FY 2022
FY 2023
FY 2024
PEO CAP ($M)
Avg NEO CAP ($M)
Adjusted Operating Margin
*
Adjusted operating margin is a non-GAAP measure, and a reconciliation is provided to the closest U.S. GAAP measure at the end of
this proxy statement. The reconciliation does not account for the exclusion of the results of the PTx Trimble joint venture, which is
described in the 2024 Annual Incentive Payouts section in the “Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
74
AGCO Corporation
2024 CEO Pay Ratio
For the 2024 CEO Pay Ratio, we used the median employee we previously identified as of the December 31, 2023
determination date, because there had been no change in our employee population or employee compensation
arrangements as of December 31, 2024 that we reasonably believe would result in a significant change to our pay ratio.
In 2023, our analysis began by determining that we had approximately 28,800 employees as of a December 31, 2023
determination date, including interns, apprentices, and part-time and seasonal employees. Although permitted by the SEC,
we did not use the 5% de minimis rule to exclude or eliminate any employee group. We converted all cash compensation
paid in foreign currency into U.S. dollars based upon the December 31, 2023 year-end exchange rates. Based on our
consistently applied compensation measure of actual total cash compensation, we initially identified a non-U.S. median
employee that had anomalous compensation characteristics. Therefore, we selected as our median employee a U.S.-based
employee with substantially similar compensation to that of the non-U.S. employee. The median employee’s total 2024
compensation, as determined in a manner consistent with our Summary Compensation Table, was $55,509, and the
CEO’s was $14,722,878.
Based on this methodology, we estimate the ratio of CEO pay to median employee pay is 265:1.
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.
2025 Proxy Statement
75
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.
The Talent and Compensation Committee has 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 since 2020. During 2024, the Talent and Compensation Committee
evaluated Korn Ferry’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.
The aggregate fees billed by Korn Ferry for consulting services rendered to the Talent and Compensation Committee during
2024 related to the recommendation of the amount or form of executive and director compensation were approximately
$275,000. The total amount of fees paid by the Company to Korn Ferry in 2024 for all other services, excluding Talent and
Compensation Committee services, was approximately $218,600. These other services primarily related to other
compensation products and coaching services. The Talent and Compensation Committee recommended and approved the
provision of these additional services to the Company by Korn Ferry.
The foregoing report is submitted by the Talent and Compensation Committee of the Board.
Suzanne P. Clark, Chair
Sondra L. Barbour
David Sagehorn
Matthew Tsien
76
AGCO Corporation
Audit Committee Report
To the Board of Directors:
The Audit Committee consists of the following members of the Board: Sondra L. Barbour (Chair), George E. Minnich, David
Sagehorn 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 reporting 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 effectiveness 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
oversee these processes and to report its findings to the Board. The Audit Committee members are not professional
accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the
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 serves 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.
We have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for
the year ended December 31, 2024 and management’s assessment of the effectiveness of the Company’s internal control
over financial reporting and KPMG LLP’s audit of the Company’s internal control over financial reporting as of
December 31, 2024.
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 ended March 31, 2024,
June 30, 2024, and September 30, 2024, is compatible with maintaining KPMG LLP’s independence.
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 on Form 10-K for the year ended
December 31, 2024.
The foregoing report has been furnished by the Audit Committee of the Board.
Sondra L. Barbour, Chair
George E. Minnich
David Sagehorn
Matthew Tsien
2025 Proxy Statement
77
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 2024 and 2023, the audit of the Company’s internal control over financial
reporting for 2024 and 2023, subsidiary statutory audits and the reviews of the financial statements included in the
Company’s SEC filings on Form 10-K, Form 10-Q and Form 8-K during such years were approximately $10,891,000 and
$7,873,000, respectively.
AUDIT-RELATED FEES
The aggregate fees billed by KPMG LLP for professional services rendered for 2024 and 2023 for audit-related fees were
approximately $74,000 and $97,000, respectively. The amounts for 2024 and 2023 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 services during 2024 or 2023.
FINANCIAL AND OPERATIONAL INFORMATION SYSTEMS
DESIGN AND IMPLEMENTATION FEES
KPMG LLP did not provide any information technology services related to financial and operational information systems
design and implementation to the Company or its subsidiaries during 2024 or 2023.
ALL OTHER FEES OF KPMG LLP
KPMG LLP did not provide any other services during 2024 or 2023.
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 2024 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 2025, subject to stockholder ratification. KPMG LLP has served as the Company’s
independent registered public accounting firm since 2002.
AUDIT COMMITTEE REPORT
78
AGCO Corporation
Certain Relationships and Related
Party Transactions
The Company has a written related party transaction policy pursuant to which a majority of the independent directors of an
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.
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 $3.3 million from TAFE during 2024. In April 2024, the Company gave notice to TAFE that the
Company was terminating all of its commercial relationships with TAFE. During 2024, the Company purchased
approximately $165.9 million of tractors and components from TAFE and sold approximately $5.0 million of parts to TAFE.
The Company and TAFE are parties to an Amended and Restated Letter Agreement (the “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, 2025. 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 certain adjustments; (ii) subject to its rights to make a non-public
offer to acquire all or a part of the Company (or propose 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, an offer to acquire all or part of our common stock.
During the term of 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 assistance to TAFE in selling its shares, including filing a registration statement with
the SEC, if TAFE determines to dispose of any shares of our common stock in a public distribution.
We currently are in advanced discussions with TAFE regarding the resolution of the ongoing litigation and various other
matters. As a result of those discussions, TAFE desires not to seek nomination on the Board under the Letter Agreement.
See “Directors Not Standing for Reelection” in this proxy statement for additional information.
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 16, 2024.
2025 Proxy Statement
79
Annual Report to Stockholders
The Company’s 2024 Annual Report to its stockholders and Annual Report on Form 10-K for the year ended December 31,
2024, including consolidated financial statements, but excluding other exhibits, is being furnished with this proxy
statement to stockholders of record as of March 7, 2025.
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, 2024,
including the consolidated financial statements, on the written request of the beneficial owner of any shares of our
common stock on March 7, 2025. 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 2024, is expected to attend the
Annual Meeting and will have the opportunity to make a statement if he or she desires to do so. The representative also
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 2025, subject to stockholder ratification.
Stockholders’ Proposals
Any stockholder of the Company who wishes to present a proposal at the 2026 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, no later than November 24, 2025; however, if next year’s
Annual Meeting of stockholders is held on a date more than 30 days before or after the corresponding date of the 2025
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.
Any stockholder of the Company who wishes to present a proposal at the 2026 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 23, 2026 and no earlier than January 24, 2026 and
otherwise in accordance with the advance notice provisions of our By-Laws or the persons appointed as proxies may
exercise their discretionary voting authority if the proposal is considered at the meeting. The advance notice provisions of
our By-Laws provide that for a proposal to be properly brought before a meeting by a stockholder, such stockholder must
disclose certain information and must have 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 date of the
immediately preceding Annual Meeting of stockholders.
80
AGCO Corporation
Reconciliation of Non-GAAP Measures
The following is a reconciliation of reported income (loss) from operations, net income (loss) attributable to AGCO and
net income (loss) per share attributable to AGCO to adjusted income from operations, adjusted net income and adjusted
net income per share for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 (in millions, except per
share data).
Years Ended December 31,
2024
2023
2022
Income
(Loss) from
Operations
Net Income
(Loss)(1)
Net Income
(Loss) per
Share(1)
Income
from
Operations(2)
Net
Income(1)
Net Income
per
Share(1)(2)
Income
from
Operations
Net
Income(1)(2)
Net Income
per
Share(1)(2)
As reported
$ (122.1) $ (424.8) $
(5.69) $ 1,700.4 $ 1,171.4 $
15.63
$1,265.4 $
889.6 $
11.87
Restructuring
and business
optimization
expenses
172.7
135.9
1.82
11.9
9.5
0.13
6.1
4.8
0.06
Amortization of
PTx Trimble
acquired
intangibles
48.2
30.3
0.40
—
—
—
—
—
—
Transaction-
related costs
67.7
55.0
0.74
16.0
11.8
0.16
—
—
—
Impairment
charges
369.5
236.8
3.17
4.1
4.1
0.05
36.0
23.8
0.32
Loss on sale of
business
507.3
507.3
6.80
—
—
—
—
—
—
U.S. pension
plan termination
and settlement
—
18.5
0.25
—
—
—
—
—
—
Argentina
currency
devaluation
impact
—
—
—
—
45.8
0.61
—
—
—
Divestiture-
related foreign
currency
translation
release
—
0.7
0.01
—
8.2
0.11
—
11.4
0.15
Discrete tax
items
—
—
—
—
(85.9)
(1.15)
—
—
—
Gain on full
acquisition of
IAS joint venture
—
—
—
—
—
—
—
(3.4)
(0.05)
Write-down of
investment in
Russian finance
joint venture
—
—
—
—
—
—
—
4.8
0.06
As adjusted
$1,043.3 $
559.7 $
7.50
$ 1,732.3 $ 1,164.9 $
15.55
$1,307.5 $
930.9 $
12.42
2025 Proxy Statement
81
Years Ended December 31,
2021
2020
Income
from
Operations
Net
Income(1)
Net
Income per
Share(1)
Income
from
Operations
Net
Income(1)(2) Net Income
per Share(1)
As reported
$
1,001.4 $
897.0 $
11.85
$
599.7 $
427.1 $
5.65
Impairment charge - tillage joint venture
—
—
—
20.0
10.0
0.13
Restructuring expenses
15.3
11.8
0.16
19.7
19.5
0.26
Deferred income tax adjustment
—
(123.4)
(1.63)
—
—
—
Gain on sale of investment in affiliate
—
—
—
—
(32.5)
(0.43)
As adjusted
$
1,016.7 $
785.4 $
10.38
$
639.4 $
424.2 $
5.61
(1)
Net income (loss) and net income (loss) per share amounts are after tax.
(2)
Rounding may impact summation of amounts.
The following is a reconciliation of operating margin and adjusted operating margin for the years ended
December 31, 2024, 2023, 2022, 2021 and 2020 (in millions, except margin data):
2024
2023
2022
2021
2020
Net sales
$ 11,661.9
$ 14,412.4
$ 12,651.4
$ 11,138.3
$
9,149.7
Reported income (loss) from operations
(122.1)
1,700.4
1,265.4
1,001.4
599.7
Adjusted income from operations
1,043.3
1,732.3
1,307.5
1,016.7
639.4
Reported operating margin
(1.0)%
11.8 %
10.0 %
9.0 %
6.6 %
Adjusted operating margin
8.9 %
12.0 %
10.3 %
9.1 %
7.0 %
The following is a reconciliation of net cash provided by operating activities to free cash flow for the years ended
December 31, 2024 and 2023 (in millions):
2024
2023
Net cash provided by operating activities
$
689.9
$
1,103.1
Less:
Purchases of property, plant and equipment
(393.3)
(518.1)
Free cash flow
$
296.6
$
585.0
The following table sets forth, for the year ended December 31, 2024, the impact to net sales of currency translation
(in millions, except percentages):
Years ended December 31,
Change due to currency translation
2024
2023
% change from 2023
$
%
$
11,661.9
$
14,412.4
(19.1)%
(89.3)
(0.6)%
RECONCILIATION OF NON-GAAP MEASURES
82
AGCO Corporation
The following is a reconciliation of Return on Net Assets (RONA) for the years ended December 31, 2024, 2023 and 2022
(in millions, except RONA data):
Years Ended December 31,
2024
2023
2022
Accounts receivable(1)
$
1,235.3
$
1,458.4
$
1,160.5
Inventory
2,731.3
3,440.7
3,189.7
Property, plant & equipment
1,818.6
1,920.9
1,591.2
Goodwill
1,820.4
1,333.4
1,310.8
Intangible assets
728.9
308.8
364.4
Accounts payable(2)
(773.4)
(1,164.2)
(1,356.0)
Accrued expenses
(2,469.6)
(2,903.8)
(2,271.3)
Total net assets
$
5,091.5
$
4,394.2
$
3,989.3
Income (loss) from operations
$
(122.1)
$
1,700.4
$
1,265.4
Restructuring and business
optimization expenses
172.7
11.9
6.1
Loss on sale of business
507.3
—
—
Impairment charges
369.5
4.1
36.0
Transaction-related costs
67.7
16.0
—
Amortization of intangibles
81.0
57.7
60.1
Interest income
66.3
64.2
33.1
Discounts on sale of receivables
(118.2)
(148.4)
(71.1)
Return
$
1,024.2
$
1,705.9
$
1,329.6
RONA
20.1 %
38.8 %
33.3 %
(1)
Excludes receivables from affiliates of $32.0 million, $146.9 million and $60.8 million as of December 31, 2024, 2023 and
2022, respectively.
(2)
Excludes payables to affiliates of $39.7 million, $43.1 million and $29.3 million as of December 31, 2024, 2023 and
2022, respectively.
RECONCILIATION OF NON-GAAP MEASURES
2025 Proxy Statement
83
Appendix: AGCO Corporation
Employee Stock Purchase Plan
1.
Purpose. The purpose of the AGCO Corporation Employee Stock Purchase Plan is to provide employees of the Company,
Participating Subsidiaries and Participating Affiliates with an opportunity to acquire an interest in the Company through the purchase
of shares of Common Stock. The Plan includes two components: a Section 423 of the Code component (the “423 Component”) and a
non-Section 423 of the Code component (the “Non-423 Component”). The Company intends that the 423 Component of the Plan
qualify as an “employee stock purchase plan” under Section 423 of the Code, and the 423 Component of the Plan shall be interpreted
in a manner that is consistent with that intent. In addition, the Plan authorizes the grant of options under the Non-423 Component that
does not qualify as an “employee stock purchase plan” under Section 423 of the Code; such options shall be granted pursuant to rules,
procedures or sub-plans adopted by the Committee designed to achieve tax, securities laws or other objectives for Eligible Employees
and the Company. Except as otherwise provided herein, the Non-423 Component will be operated and administered in the same
manner as the 423 Component.
2.
Definitions.
“Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the
Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee,
whether now or hereafter existing.
“Board” means the Board of Directors of the Company, as constituted from time to time.
“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed
to include any regulations promulgated thereunder.
“Committee” means the Talent and Compensation Committee of the Board, or any successor thereto, provided that the
Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with
respect to matters that under applicable law are required to be determined in the sole discretion of the Committee or a committee of
independent directors.
“Common Stock” means the common stock of the Company, par value USD 0.01 per share.
“Company” means AGCO Corporation, a Delaware corporation, including any successor thereto.
“Compensation” means (unless otherwise determined by the Committee prior to an Offering Period) base salary and base
wages, excluding compensation for overtime, paid to an Eligible Employee by the Company, a Participating Subsidiary or a
Participating Affiliate as compensation for services to the Company, a Participating Subsidiary or a Participating Affiliate, before
deduction for any contributions from salary or wages made by the Eligible Employee to a tax-qualified plan under Section 401(k) of
the Code, a non-qualified deferred compensation plan, or a cafeteria plan. The Committee shall have the discretion to determine the
manner of application of this definition to Employees outside the U.S.
“Contributions” means the payroll deductions or, if permitted by the Committee to comply with non-U.S. requirements for
the Non-423 Component, amounts contributed to the Plan via cash, check or other means, used to fund the exercise of options granted
pursuant to the Plan.
“Corporate Transaction” means a merger, consolidation, acquisition of property or stock, separation, reorganization or
other corporate event described in Section 424 of the Code.
“Designated Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share
Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.
“Effective Date” means the date on which the Plan was approved by the Company’s shareholders.
“Employee” means any person who renders services to the Company, a Participating Subsidiary or a Participating Affiliate
as an employee pursuant to an employment relationship with such Employer. For purposes of the 423 Component, the employment
relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved
by the Company or a Participating Subsidiary that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the
period of leave exceeds three months (or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2)), and the
individual’s right to re-employment is not guaranteed by statute or contract, the employment relationship shall be deemed to have
terminated on the first day immediately following the end of such three-month period (or such other period specified in Treasury
Regulation Section 1.421-1(h)(2)). For purposes of the Non-423 Component, the Committee shall have the authority to determine the
circumstances pursuant to which the employment relationship shall be treated as continuing intact while the individual is on a leave
of absence.
84
AGCO Corporation
“Eligible Employee” means, for the 423 Component, an Employee who (i) has been continuously employed by the
Company or a Participating Subsidiary for more than 90 days (or such other period, as determined by the Committee prior to a
particular Offering Period, which period must be less than two years) and (ii) is customarily employed for more than 20 hours per
week and for more than five months in any calendar year. Notwithstanding the foregoing, the Committee may exclude from
participation in the Plan or from any Offering under the 423 Component, within a manner permitted under Section 423 of the Code,
Employees who are (x) “highly compensated employees” (within the meaning of Section 414(q) of the Code) with compensation
above a certain level or who are officers or subject to the disclosure requirements of Section 16(a) of the Exchange Act, or (y) citizens
or residents of a foreign jurisdiction where the grant of an option under the Plan to such Employee would be prohibited under the laws
of such foreign jurisdiction or the grant of an option under the Plan to such Employee in compliance with the laws of such foreign
jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Committee in its sole
discretion. For the Non-423 Component, unless otherwise determined by the Committee, “Eligible Employee” means an Employee
who is employed by a Participating Affiliate and has been continuously employed by a Participating Affiliate for more than 90 days
(or such other period, as determined by the Committee prior to a particular Offering Period.)
“Employer” means, with respect to an Offering Period, the entity to which an Employee renders service pursuant to an
employment relationship, be it the Company, a Participating Subsidiary or a Participating Affiliate.
“Enrollment Form” means a document pursuant to which an Eligible Employee may elect to enroll in the Plan, authorize a
new level of Contributions, or stop Contributions and withdraw from an Offering Period.
“ESPP Share Account” means an account into which Common Stock purchased with accumulated Contributions at the end
of an Offering Period are held on behalf of a Participant.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder.
“Fair Market Value” means, as of any date, (i) if the shares are listed on any established stock exchange or a national
market system, the closing price of a share of Common Stock (or if no sales were reported, the closing price on the date most
immediately preceding such date on which date there was a closing price) as quoted on such exchange or system on the day of
determination, or (ii) in the absence of an established market for the shares, an amount determined in good faith by the Committee,
with such determination conclusive and binding on all persons.
“Offering” means the grant of rights to an Eligible Employee to purchase shares of Common Stock during an Offering
Period in accordance with the Plan. For purposes of this Plan, the Committee may designate separate Offerings under the Plan (the
terms of which need not be identical) in which different Eligible Employees of the Company or one or more Participating Subsidiaries
or Participating Affiliates will participate, even if the dates of the applicable Offering Periods of each such Offering are identical.
“Offering Date” means the first Trading Day of each Offering Period, as designated by the Committee.
“Offering Period” means (x) the six month period starting on January 1 of each year and ending on June 30 of such year,
and (y) the six month period starting on July 1 of each year and ending on December 31 of such year; provided that, pursuant to
Section 5, the Committee may change the duration of future Offering Periods (subject to a maximum Offering Period of 27 months),
the frequency of future Offering Periods, the start dates of future Offering Periods, and the end dates of future Offering Periods.
“Participant” means an Eligible Employee who is actively participating in the Plan.
“Participating Affiliates” means such Affiliates that the Committee designates in its sole discretion as eligible to participate
in the Non-423 Component from time to time.
“Participating Subsidiaries” means such Subsidiaries that the Committee designates in its sole discretion as eligible to
participate in the 423 Component from time to time.
“Plan” means this AGCO Corporation Employee Stock Purchase Plan, including both the 423 Component and the Non-423
Component, as may be amended from time to time.
“Purchase Date” means the last Trading Day of each Offering Period.
“Purchase Price” means an amount equal to 90% of the Fair Market Value of a share of Common Stock on the Purchase
Date. Prior to an Offering Period, the Committee may (i) change the percentage stated above to 85% or more and/or (ii) change the
Purchase Price so that it means an amount equal to the prescribed percentage of the lesser of (x) the Fair Market Value of a share of
Common Stock on the Offering Date or (y) the Fair Market Value of a share of Common Stock on the Purchase Date. Notwithstanding
anything to the contrary herein, the Purchase Price per share of Common Stock will in no event be less than the par value of the
Common Stock.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Subsidiary” means any corporation, domestic or foreign, other than the Company, in an unbroken chain of corporations
beginning with the Company if, at the time of the determination, each of the corporations other than the last corporation in an
unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
APPENDIX: AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
2025 Proxy Statement
85
corporations in the chain. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with
Section 424(f) of the Code.
“Trading Day” means any day on which the established stock exchange or national market system upon which the
Common Stock is listed is open for trading or, if the Common Stock is not listed on an established stock exchange or national market
system, a business day, as determined by the Committee in good faith.
“U.S.” means the United States of America.
3.
Administration.
3.1.
The Committee shall administer the Plan. All expenses of administering the Plan shall be borne by the Company
or its Affiliates.
3.2.
Subject to the terms of the Plan and applicable laws, the Committee shall have the full power and authority to
administer the Plan, including, without limitation, the authority to: (i) designate Participants; (ii) appoint the Designated Broker and
direct the administration of the Plan by the Designated Broker in accordance with the provisions herein set forth; (iii) adopt rules of
procedure and regulations necessary for the administration of the Plan, provided that such rules are not inconsistent with the terms of
the Plan, and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (iv) determine, in its sole
discretion, all questions with regard to rights of Employees and Participants under the Plan, including but not limited to, the eligibility
of an Employee to participate in the Plan, including whether an Employee shall be eligible to participate in the 423 Component or the
Non-423 Component, and the range of permissible percentages of Compensation an Eligible Employee may specify to be withheld or
contributed and the maximum amount; (v) designate which entities shall be Participating Subsidiaries or Participating Affiliates;
(vi) enforce the terms of the Plan and the rules and regulations it adopts; (vii) direct or cause the Designated Broker to direct the
distribution of the shares of Common Stock purchased hereunder; (viii) furnish or cause the Designated Broker to furnish the
Employer with information that the Employer may require for tax or other purposes; (ix) engage the service of counsel (who may, if
appropriate, be counsel for the Company or its Affiliates) and agents whom it may deem advisable to assist it with the performance of
its duties; (x) prescribe procedures to be followed by Eligible Employees in electing to participate in the Plan; (xi) receive from each
Employer and from Eligible Employees such information as shall be necessary for the proper administration of the Plan;
(xii) maintain, or cause the Designated Broker to maintain, separate accounts in the name of each Participant to reflect the
Participant’s ESPP Share Account under the Plan; (xiii) interpret and construe the Plan in its sole discretion; (xiv) correct any defect or
administrative error, supply any omission and reconcile any inconsistency in the Plan in the manner and to the extent it shall deem
desirable to carry the Plan into effect; and (xv) make any changes or modifications necessary to administer and implement the
provisions of the Non-423 Component of the Plan in any non-U.S. jurisdiction to the fullest extent possible, including adopting and
amending sub-plans with such provisions as the Committee may deem appropriate to conform with local laws, practices and
procedures. Without limiting the generality of the foregoing, the Committee specifically is authorized to adopt rules, procedures and
sub-plans, which, for purposes of the Non-423 Component, may be outside of the scope of Section 423 of the Code, regarding,
without limitation, eligibility to participate, the definition of Compensation, the dates and duration of Offering Periods or other periods
during which Participants may make Contributions toward the purchase of shares of Common Stock, the method of determining the
Purchase Price and the discount from Fair Market Value at which shares of Common Stock may be purchased, any minimum or
maximum amount of Contributions a Participant may make in an Offering Period or other specified period under the applicable sub-
plan or policy, the treatment of options to purchase shares of Common Stock upon a change in control or a change in capitalization of
the Company, the handling of Contributions, the making of Contributions to the Plan (including, without limitation, in forms other
than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local
currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures, and handling
of issuances of shares of Common Stock and stock certificates that vary with applicable local requirements. The Committee’s
decisions shall be final and binding on all persons.
3.3.
To the extent not prohibited by applicable laws, the Committee, from time to time, may appoint one or more
officers or employees of the Company to carry out some or all of its responsibilities under the Plan as it deems necessary, appropriate
or advisable under conditions or limitations that it may set at or after the time of the appointment. For purposes of the Plan, reference
to the Committee will be deemed to refer to any such appointee to the extent of their authority as a result of the appointment.
4.
Eligibility.
4.1.
Unless otherwise determined by the Committee (in a manner consistent with Section 423 of the Code for Offerings
under the Section 423 Component), any individual who is an Eligible Employee as of the first day of the enrollment period designated
by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements
of Section 423 of the Code for Offerings under the Section 423 Component.
4.2.
Notwithstanding any provision of the Plan to the contrary, (i) no Eligible Employee shall be granted an option
under the Plan if immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be
attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold
outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the
Company or any Subsidiary, and (ii) in accordance with Section 423(b)(8) of the Code, no Eligible Employee shall be granted an
option under the Plan to the extent such option would permit Employee’s rights to purchase stock under the Plan and all other
APPENDIX: AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
86
AGCO Corporation
employee stock purchase plans of the Company and any Subsidiary to accrue at a rate which exceeds USD 25,000 of the fair market
value of such stock (determined at the time the option is granted) for each calendar year in which the option is outstanding.
5.
Offering Periods.
5.1.
The Plan shall be implemented by a series of Offering Periods, with the first Offering Period commencing at such
time as determined by the Committee in its discretion. The Committee shall specify whether the Offering Period applies to the 423
Component, the Non-423 Component, or both. The Committee may establish different Offering Periods for the 423 Component and
the Non-423 Component. The Committee shall have the authority to change the duration, frequency, start and end dates of
Offering Periods.
5.2.
Unless otherwise specified by the Committee, each offering to Eligible Employees shall be deemed a separate
Offering, even if the dates and other terms of the applicable Offering Periods of each such offering are identical, and the provisions of
the Plan will separately apply to each Offering. For the 423 Component, to the extent permitted by Treasury Regulation Section
1.423-2(a)(1), the terms of each separate Offering need not be identical, provided that the terms of the Plan and an Offering together
satisfy Treasury Regulation Sections 1.423-2(a)(2) and (a)(3).
6.
Participation.
6.1.
Enrollment and Payroll Deductions. An Eligible Employee may elect to participate in the Plan by completing an
Enrollment Form and submitting it to the Company, in accordance with the enrollment procedures established by the Committee.
Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, an Eligible Employee elects to have Contributions
made in an amount equal to a whole percentage of Employee’s Compensation (no less than 1% and no greater than 10% (or such other
maximum percentage as the Committee may establish from time to time before an Offering Period begins)), on each pay day occurring
during an Offering Period. By submitting an Enrollment Form, an Eligible Employee authorizes making Contributions by way of
payroll deductions from such Employee’s paycheck on an after-tax basis. To the extent necessary to comply with non-U.S.
requirements for the Non-423 Component, the Committee may permit Eligible Employees participating in a specified Offering Period
to contribute amounts to the Plan through payment by cash, check or other means on each payroll date or such other period determined
by the Committee. Except as otherwise provided by the Committee, Contributions shall commence on the first payroll date following
the Offering Date and end on the last payroll date on or before the Purchase Date unless sooner altered or terminated by the Participant
or otherwise as provided in the Plan. The Company shall maintain records of all Contributions but shall have no obligation to pay
interest on Contributions or to hold such amounts in a trust or in any segregated account unless required by applicable law. Unless
expressly permitted by the Committee, a Participant may not make any separate contributions or payments to the Plan.
6.2.
Election Changes. Unless otherwise determined by the Committee (in a manner consistent with Section 423 of the
Code for the 423 Component) and subject to applicable laws:
6.2.1.
A Participant may decrease or increase such Participant’s rate of Contributions for future Offering
Periods by submitting a new Enrollment Form authorizing the new rate of Contributions at least 15 days before the start of the next
Offering Period.
6.2.2.
A Participant may not decrease or increase such Participant’s rate of Contributions for an Offering once
an Offering Period has commenced. Notwithstanding the foregoing, a Participant may withdraw from an Offering once the Offering
Period has commenced, pursuant to Section 10 herein.
6.3.
Automatic Re-Enrollment. Unless otherwise provided by the Committee, the Contribution rate selected by a
Participant in an Enrollment Form shall remain in effect for subsequent Offering Periods, unless the Participant (i) submits a new
Enrollment Form authorizing a new level of Contributions in accordance with Section 6.2, (ii) withdraws from the Plan in accordance
with Section 10, or (iii) terminates employment or otherwise becomes ineligible to participate in the Plan.
7.
Grant of Option. On each Offering Date, each Participant in the applicable Offering shall be granted an option to purchase,
on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant’s accumulated Contributions
during the Offering Period by the applicable Purchase Price; provided that in no event shall any Participant purchase more than 10,000
shares of Common Stock in a particular Offering (subject to adjustment in accordance with Section 18 and the limitations set forth in
Section 13), unless such number is modified by the Committee and communicated in a manner consistent with Treasury Regulation
Section 1.423-2 prior to the commencement of a particular Offering.
8.
Exercise of Option/Purchase of Shares. A Participant’s option to purchase shares of Common Stock will be exercised
automatically on the Purchase Date of each Offering Period. The Participant’s accumulated Contributions will be used to purchase the
maximum number of whole shares and fractional shares of Common Stock that can be purchased with the amounts in the Participant’s
notional account, unless the Committee determines before a particular Offering Period that no fractional shares may be purchased or,
for the Non-423 Component, it is determined that fractional shares are problematic under applicable law. In that case, the maximum
number of whole shares will be purchased and any accumulated Contributions remaining in the Participant’s notional account as a
result of the fact that fractional shares may not be purchased will be carried forward and applied toward the purchase of whole shares
of Common Stock for the next following Offering Period. No other accumulated Contributions remaining in the Participant’s notional
account will be carried forward to a subsequent Offering Period unless otherwise determined by the Committee (for the 423
Component, in a manner consistent with Treasury Regulation Section 1.423-2(f)(5)).
APPENDIX: AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
2025 Proxy Statement
87
9.
Delivery of Shares. As soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery
to each Participant of the shares of Common Stock purchased upon exercise of the Participant’s option. Unless otherwise determined
by the Committee, shares of Common Stock are required to be deposited directly into an ESPP Share Account established in the name
of the Participant with a Designated Broker and retained in (and not transferred out of) the ESPP Share Account with such Designated
Broker (i) for a two-year period (or such other period as determined by the Committee, which period may be “indefinitely”) or (ii)
subject to Section 19.6, until an earlier disposition of the shares of Common Stock. Participants will not have any voting, dividend or
other rights of a shareholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares
have been delivered pursuant to this Section 9.
10.
Withdrawal.
10.1.
Withdrawal Procedure. A Participant may withdraw from an Offering by submitting a revised Enrollment Form,
indicating such Participant’s election to withdraw at least 15 days before the Purchase Date, or such other period determined by the
Committee. The accumulated Contributions held on behalf of a Participant in such Participant’s notional account (that have not been
used to purchase shares of Common Stock) shall be paid to the Participant promptly following receipt of the Participant’s Enrollment
Form indicating such Participant’s election to withdraw and the Participant’s option shall be automatically terminated. If a Participant
withdraws from an Offering Period, no Contributions will be made during any succeeding Offering Period, unless the Participant
re-enrolls in accordance with Section 6.1.
10.2.
Effect on Succeeding Offering Periods. A Participant’s election to withdraw from an Offering Period will not have
any effect upon such Participant’s eligibility to participate in succeeding Offering Periods that commence following the completion of
the Offering Period from which the Participant withdraws.
11.
Termination of Employment; Change in Employment Status. Upon termination of a Participant’s employment for any
reason, including death, disability or retirement, or a change in the Participant’s employment status following which the Participant is
no longer an Eligible Employee, the Participant will be deemed to have withdrawn from the Plan and the Contributions in the
Participant’s notional account that have not been used to purchase shares of Common Stock shall be returned to the Participant, or in
the case of the Participant’s death, to the person(s) entitled to such amounts under Section 17, and the Participant’s option shall be
automatically terminated.
12.
Interest. No interest shall accrue on or be payable with respect to the Contributions of a Participant in the Plan, unless
required by applicable law.
13.
Shares Reserved for Plan.
13.1.
Number of Shares. Subject to adjustment under Section 18.1 herein, the maximum aggregate number of shares of
Common Stock that may be issued under the Plan is 4,000,000 shares of Common Stock. Shares of Common Stock issued under the
Plan may be newly issued shares, treasury shares or shares acquired on the open market.
13.2.
Over-Subscribed Offerings. The number of shares of Common Stock that a Participant may purchase in an
Offering under the Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan shall permit a Participant
to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all
other Participants in such Offering, would exceed the total number of shares of Common Stock remaining available under the Plan. If
the Committee determines that, on a particular Purchase Date, the number of shares of Common Stock with respect to which options
are to be exercised exceeds the number of shares of Common Stock then available under the Plan, the Company shall make a pro-rata
allocation of the shares of Common Stock remaining available for purchase in as uniform a manner as practicable and as the
Committee determines to be equitable.
14.
Transferability. No Contributions credited to a Participant or any rights with respect to the exercise of an option or any rights
to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way by the Participant,
other than by will, the laws of descent and distribution, or as provided in Section 17. Any attempt to assign, transfer, pledge or
otherwise dispose of such rights or amounts shall be without effect.
15.
Application of Funds. All Contributions received or held by the Company under the Plan may be used by the Company for
any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate such
Contributions unless required by applicable law.
16.
Statements. Upon request, a Participant will be provided with a statement that shall set forth the Contributions made by the
Participant to the Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of
Common Stock purchased, and any Contribution amounts remaining in the Participant’s notional account. Statements may be
delivered electronically in the discretion of the Committee.
17.
Delivery upon Death. In the event of the death of a Participant, the Company will deliver any cash Contributions collected
and credited to the Participant’s notional account prior to the Purchase Date of an Offering Period to the executor or administrator of
the estate of the Participant. Alternatively, the Committee may, but is not required to, permit Participants to designate beneficiaries to
receive such cash Contributions under the Plan in the event of a Participant’s death in such manner as determined by the Committee,
subject to applicable law.
APPENDIX: AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
88
AGCO Corporation
18.
Adjustments; Dissolution or Liquidation; Corporate Transactions.
18.1.
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or
other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, or exchange
of Common Stock or other securities of the Company, or other change in the Company’s structure affecting the Common Stock
occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the
Plan, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be
delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each outstanding option
under the Plan, and the numerical limits of Section 7 and Section 13.
18.2.
Dissolution or Liquidation. Unless otherwise determined by the Committee, in the event of a proposed dissolution
or liquidation of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date that occurs
before the date of the Company’s proposed dissolution or liquidation. Before the new Purchase Date, the Committee will provide each
Participant with written notice of the new Purchase Date and that the Participant’s option will be exercised automatically on such date,
unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10.
18.3.
Corporate Transaction. In the event of a Corporate Transaction, each outstanding option will be assumed or an
equivalent option substituted by the successor corporation or a parent or Subsidiary of such successor corporation. If the successor
corporation refuses to assume or substitute the option, the Offering Period with respect to which the option relates will be shortened by
setting a new Purchase Date that occurs before the date of the Corporate Transaction. Prior to the new Purchase Date, the Committee
will provide each Participant with written notice of the new Purchase Date and that the Participant’s option will be exercised
automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10.
19.
General Provisions.
19.1.
Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with
Section 423 of the Code, all Eligible Employees who are granted options under the 423 Component shall have the same rights
and privileges.
19.2.
No Right to Continued Service. Neither the Plan nor any compensation paid hereunder will confer on any
Participant the right to continue as an Employee or in any other capacity.
19.3.
Rights as Shareholder. A Participant will become a shareholder with respect to the shares of Common Stock that
are purchased pursuant to options granted under the Plan when the shares are transferred to the Participant’s ESPP Share Account.
19.4.
Successors. The Plan shall be binding on the Company and its successors.
19.5.
Compliance with Law. The obligations of the Company with respect to payments under the Plan are subject to
compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the
Plan unless the issuance and exercise of such option, and the issuance and delivery of the shares of Common Stock pursuant thereto,
shall comply with all applicable provisions of law, including, without limitation, the Securities Act, the Exchange Act, the laws of any
non-U.S. jurisdiction where an option to purchase shares of Common Stock is, or will be granted under the Plan, and the requirements
of any stock exchange or national market system upon which the shares may then be listed.
19.6.
Disqualifying Dispositions; Mandatory Holding Period. Each Participant in the 423 Component shall give the
Company prompt written notice of any disposition or other transfer of shares of Common Stock acquired pursuant to the exercise of an
option under the Plan, if such disposition or transfer is made within two years after the Offering Date or within one year after the
Purchase Date. Notwithstanding the foregoing, unless otherwise determined by the Committee, there shall be a mandatory holding
period during which Participants in the 423 Component and Non-423 Component may not dispose of or transfer shares of Common
Stock acquired pursuant to the exercise of an option under the Plan. Such mandatory holding period shall be the six-month period after
the applicable Purchase Date (or such other period determined by the Committee, provided that such mandatory holding period will
not exceed the longer of: (a) the two-year period after the applicable Offering Date, or (b) the one-year period after the applicable
Purchase Date). With respect to Participants in the Non-423 Component, the mandatory holding period (if any) need not apply on a
uniform basis to each Participant.
19.7.
Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within
12 months before or after the date the Plan is adopted by the Board.
19.8.
Term of Plan. The Plan was adopted by the Board on December 12, 2024, and shall become effective upon the
Effective Date. The Plan shall terminate automatically on December 12, 2034, provided that it may be terminated by the Committee
on any earlier date as provided in Section 19.9.
19.9.
Amendment or Termination. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at
any time and for any reason. Notwithstanding the foregoing, any amendment to the Plan that requires shareholder approval under
applicable law must be approved by the Board, prior to submission of such amendment to the Company’s shareholders for approval. If
the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of
Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) and
all amounts that have not been used to purchase shares of Common Stock will then be returned to Participants.
APPENDIX: AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
2025 Proxy Statement
89
19.10.
Applicable Law. The laws of the U.S. state of Delaware shall govern all questions concerning the construction,
validity and interpretation of the Plan, without regard to such state’s conflict of law rules.
19.11.
Section 423 of the Code. The 423 Component is intended to qualify as an employee stock purchase plan under
Section 423 of the Code and will be interpreted accordingly; provided that the Company does not guarantee any particular tax
treatment with respect to an option granted under this Plan.
19.12.
Withholding. To the extent required by applicable U.S. federal, state, local or non-U.S. law, a Participant must
make arrangements satisfactory to the Company for the payment of any withholding or similar tax, social insurance contribution or
other obligations that arise in connection with the Plan. At any time, the Company or Employer may, but shall not be obligated to,
withhold from the Participant’s compensation the amount necessary for the Company or Employer to meet applicable withholding
obligations. In addition, the Company or Employer may (i) withhold from the proceeds of the sale of shares of Common Stock,
(ii) withhold a sufficient whole number of shares of Common Stock otherwise issuable upon purchase having an aggregate fair market
value sufficient to satisfy applicable withholding obligations, or (iii) withhold by any other means set forth in the applicable
Enrollment Form.
19.13.
Notice. Any written notices provided for in this Plan shall be deemed sufficiently given if either hand delivered or
if sent by electronic transmission or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed
received three business days after mailed but in no event later than the date of actual receipt. Notices shall be directed, if to the
Participant, at the Participant’s last known physical or email address indicated by the Company’s records, or if to the Company, to the
Company’s Chief Human Resources Officer at the Company’s headquarters.
19.14.
Severability. If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or
unenforceable provision were omitted.
19.15.
Headings. The headings of sections herein are included solely for convenience and shall not affect the meaning of
any of the provisions of the Plan.
IN WITNESS THEREOF, the Company has caused the Plan to be executed by its duly authorized officer as of the Effective
Date of the Plan.
AGCO CORPORATION
By:
Roger Batkin
Title: Corporate Secretary
Date: April 24, 2025
APPENDIX: AGCO CORPORATION EMPLOYEE STOCK PURCHASE PLAN
90
AGCO Corporation
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, 2024
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
58-1960019
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4205 River Green Parkway
Duluth, Georgia
30096
(Address of principal executive offices)
(Zip Code)
(770) 813-9200
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
Trading Symbol
Name of exchange on which registered
Common stock
AGCO
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 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
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes ☒
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
o Accelerated filer
o Non-accelerated filer
☐Smaller reporting
company
☐Emerging growth
company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o
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, 2024 was approximately $6.1 billion. For this purpose, directors and officers and the entities that they
control have been assumed to be affiliates. As of February 10, 2025, 74,582,014 shares of AGCO Corporation’s Common Stock were outstanding.
Documents Incorporated by Reference
Portions of AGCO Corporation’s Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of
this Form 10-K.
[THIS PAGE INTENTIONALLY LEFT BLANK]
PART I
Item 1.
Business
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” include AGCO Corporation and its subsidiaries.
General
We are a global leader in the design, manufacture and distribution of agricultural machinery and precision agriculture
technology. We deliver value to farmers and Original Equipment Manufacturer (“OEM”) customers through our differentiated
brand portfolio including leading brands Fendt®, Massey Ferguson®, PTx and Valtra®. Our full line of equipment, smart
farming solutions and services helps farmers sustainably feed our world. We distribute most of our products through
approximately 2,700 independent dealers and distributors in approximately 140 countries. We also provide retail and wholesale
financing through our finance joint ventures with Coöperatieve Rabobank U.A., which, together with its affiliates, we refer to
as “Rabobank.” In 2024, we fundamentally shifted our portfolio through the PTx Trimble joint venture and the divestiture of
the majority of our Grain & Protein (“G&P”) business.
On April 1, 2024, pursuant to the terms of an Amended and Restated Sale and Contribution Agreement among AGCO,
Trimble and PTx Trimble (the “Joint Venture”), AGCO and Trimble completed (i) the contribution by Trimble to the Joint
Venture of Trimble’s OneAg business, which is Trimble’s agricultural business, excluding certain Global Navigation Satellite
System and guidance technologies, and $8.1 million of cash, (ii) the contribution by AGCO to the Joint Venture of its interest in
JCA Industries, LLC d/b/a JCA Technologies and $46.0 million of cash, and (iii) the purchase by AGCO from Trimble of
membership interests in the Joint Venture in exchange for the payment by AGCO to Trimble of $1,954.0 million in cash,
subject to customary working capital and other adjustments. Immediately following the closing and as a result of the
transaction, AGCO directly and indirectly owns an 85% interest in the Joint Venture and Trimble owns a 15% interest in the
Joint Venture. AGCO began consolidating PTx Trimble within its consolidated financial statements on April 1, 2024. We
believe PTx Trimble creates a global-leading mixed-fleet precision agriculture platform. We are the exclusive provider of the
comprehensive technology offering, supporting the future development and distribution of next-generation agriculture
technologies, allowing us to offer a wide variety of user-friendly technologies compatible across brands, equipment models and
farm types. The acquired hardware, software and cloud-based applications span all aspects of the crop cycle, from land
preparation to planting and seeding to harvest. Refer to Note 2 of our Consolidated Financial Statements contained in Item 8,
“Financial Statements and Supplementary Data,” for further information.
On July 25, 2024, the Company entered into a Stock and Asset Purchase Agreement to sell the majority of its G&P
business, which includes the GSI®, Automated Production® (AP), Cumberland®, Cimbria® and Tecno® brands for a purchase
price of $700.0 million, subject to customary working capital and other adjustments. On November 1, 2024, the Company
completed the sale of the Company’s G&P business to A-AG Holdco Limited, an affiliate of American Industrial Partners. The
divestiture of the G&P business aligns with AGCO's efforts to better position itself for high margin growth and allows for
AGCO to better streamline and focus on its portfolio of agricultural machinery and precision ag technology products. Refer to
Note 3 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for
further information.
1
Products
The following table sets forth a description of the Company’s more significant products and their percentage of
net sales:
Percentage of Net Sales(1)
Product
Product Description
2024
2023
2022
Tractors
• 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
61 %
61 %
59 %
• Utility or Mid-range 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
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
3 %
4 %
5 %
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
10 %
12 %
12 %
• 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
Application Equipment • Self-propelled, three and four wheeled vehicles and related equipment; for use in the application 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”)
3 %
3 %
3 %
Replacement Parts
• 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 10 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
16 %
13 %
13 %
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; egg production
systems, and broiler production equipment
7 %
7 %
9 %
____________________________________
(1)
The summation of these individual percentages may not total due to rounding.
Precision Agriculture
In 2024, we launched PTx, a new brand representing our precision ag portfolio. PTx combines precision ag
technologies from the cornerstones of AGCO's tech stack: Precision Planting® and its newest joint venture, PTx Trimble.
AGCO's PTx technologies enable farmers who use almost any brand to increase profitability and sustainability. With retrofit,
factory-fit and OEM solutions that work across mixed fleets, we help transform farmers' equipment into smarter, more efficient
machines. Our PTx solutions provide retrofit solutions to upgrade farmers’ existing equipment to improve their planting,
fertilizer, pesticide and herbicide application and harvest operations, resulting in yield and cost optimization.These solutions are
reflected in the table above. We provide telemetry-based fleet management tools, including remote monitoring and diagnostics,
which help farmers improve uptime, machine and yield optimization, mixed fleet 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 improved yields or reduced waste as well as increased profitability for farmers to help enable sustainable farming. 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. PTx sells precision agriculture solutions around the
crop cycle to third-party original equipment manufacturers (“OEMs”) and supports our products, brands and the aftermarket
with a comprehensive and customizable suite of solutions, enabling farmers to make individual, data-based decisions in order to
reduce costs and maximize efficiency, yields and profitability. These technologies are developed internally or sourced from
third parties and integrated into our products. We believe that these products and related devices are highly valued by farmers
2
globally and are integral to the current and future growth of our equipment sales and revenues. The PTx Trimble Joint Venture,
which closed on April 1, 2024, complements and enhances AGCO’s existing precision agriculture portfolio to deliver even
more industry leading solutions across the crop cycle by creating a global-leading mixed-fleet precision agriculture platform.
By combining these two precision agriculture portfolios, we believe we are positioned to drive outsized growth and better
provide next-generation technologies to even more farmers around the world.
Operational Excellence
The Company is focused on operational efficiencies to build a more resilient business. On June 24, 2024, the Company
announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry. The
initial phase of the Program is focused on further reducing structural costs, streamlining the Company’s workforce and
enhancing global efficiencies related to changing the Company’s operating model for certain corporate and back-office
functions and better leveraging technology and global centers of excellence. The Company estimates that it will incur charges
for one-time termination benefits of approximately $150.0 million to $200.0 million in connection with this phase of the
Program, primarily consisting of cash charges related to severance payments, employees benefits and related costs. The
Company incurred the majority of charges in 2024 and expects to incur the remaining charges in 2025. Once fully
implemented, the Company expects this phase of the Program to yield annual run-rate benefits and cost savings of
approximately $100.0 million to $125.0 million. Additionally, we are reimagining our business operations globally with
efficiency initiatives and structural changes of processes (offshore, automate, outsource).
Market Conditions
Demand for agricultural equipment is cyclical, influenced by, among other things, farm income, farm land values and
debt levels, financing costs, acreage planted, crop yields, weather conditions, the demand for agricultural commodities,
commodity and protein prices, agricultural product demand and general economic conditions and government policies, tariffs
and subsidies. Geopolitical factors, including inflation, tariffs and regional conflicts, continue to create volatility in the global
economy, including the potential for energy shortages, employment disruptions, supply chain constraints and delays in
deliveries, as well as logistics interruptions. Global industry demand for farm equipment, driven by farm income, declined
during 2024 in most major markets compared to 2023. The future demand for agricultural equipment will be influenced by the
factors noted above.
2024 Compared to 2023 Financial Highlights
Net income (loss) attributable to AGCO Corporation for 2024 was $(424.8) million, or $(5.69) per diluted share,
compared to $1,171.4 million, or $15.63 per diluted share for 2023.
Net sales for 2024 were $11,661.9 million, or 19.1% lower than 2023, primarily due to lower sales volumes resulting
from softer industry sales reflecting lower end market demand and unfavorable currency impacts. Income (loss) from
operations was $(122.1) million in 2024 compared to $1,700.4 million in 2023. The decrease in income from operations in
2024 was primarily the result of lower sales and production volumes reflecting weak industry conditions, the recognition of
the loss on sale of the majority of the Company's G&P business as well as impairment charges and restructuring and business
optimization expenses. Refer to “Financial Highlights” under Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” for additional information.
Competition
The agricultural industry is highly competitive. We compete with several large national and international full-line
suppliers, as well as numerous short-line and specialty manufacturers with differing manufacturing and marketing methods.
Our two principal competitors on a worldwide basis are Deere & Company and CNH Industrial N.V. We have regional
competitors around the world that have significant market share in a single country or a group of countries. Additionally, the
industry is attracting technology-focused companies and start-up ventures as technology increasingly impacts all aspects of the
crop cycle.
We believe several key factors influence a buyer’s choice of farm equipment, including the strength and quality of
a company’s dealers, the quality and pricing of products, dealer or brand loyalty, product availability, terms of financing and
customer service. Refer to “Marketing and Distribution” for additional information.
3
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.
Independent Dealers
and Distributors
Percent of Net Sales(1)
Geographical Region
2024
2024
2023
2022
Europe....................................................................................................
755
55 %
49 %
49 %
North America .......................................................................................
1,215
24 %
26 %
25 %
South America .......................................................................................
325
11 %
16 %
17 %
Rest of World (2).....................................................................................
405
10 %
9 %
9 %
____________________________________
(1)
The summation of these individual percentages may not total due to rounding.
(2)
Consists of countries in Africa, the Middle East, Australia and Asia.
Dealer Support and Supervision
We believe that one of the most important criteria affecting a farmer’s decision to purchase a particular brand of
equipment is the quality of the dealer who sells and services the equipment. We support our dealers in order to improve the
quality of our dealer network. In 2024, we announced the launch of FarmerCore, a global initiative to deliver a next generation
farmer and dealer experience built on three pillars: the on-farm mindset, smart network coverage and digital engagement.
FarmerCore will be implemented in close partnership with AGCO’s global dealer network. The program launched this year in
select North and South America dealer organizations, with continued expansion expected throughout 2025. We monitor each
dealer’s performance and profitability and establish programs that focus on continuous dealer improvement. Our dealers
generally have sales territories for which they are responsible.
We believe that our ability to offer our dealers a full product line of agricultural machines and precision agriculture
technology, as well as our digital tools to support the dealer’s sales, marketing, warranty and servicing efforts, helps ensure the
vitality and increases the competitiveness of our dealer network. We also maintain dealer advisory groups to obtain dealer
feedback on our operations.
We provide our dealers with volume sales incentives, demonstration programs and other advertising support to assist
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.
Resources
Manufacturing and Assembly
We manufacture and assemble our products globally. Our locations are intended to optimize capacity, technology and
local costs. We balance our manufacturing resources with externally-sourced machinery, components and/or replacement parts
to enable us to better control costs, inventory levels and our supply of components. We believe that our manufacturing facilities
are sufficient to meet our needs for the foreseeable future. Refer to Item 2, “Properties,” for a listing of our principal
manufacturing locations.
Our AGCO Power division produces diesel engines, gears and generating sets. The diesel engines are manufactured
for use in a majority 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 500 horsepower range.
4
Components and Third-Party Suppliers
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 capital investment requirements and to allow
us greater flexibility to respond to changes in market conditions.
We purchase some fully manufactured tractors from Tractors and Farm Equipment Limited (“TAFE”), Carraro S.p.A.
and Iseki & Company, Limited. We also purchase other tractors, implements and hay and forage equipment from various third-
party suppliers. On April 26, 2024, we gave notice to TAFE that the Company was terminating all of its commercial
relationships with TAFE. Refer to Note 18 of our Consolidated Financial Statements contained in Item 8, “Financial Statements
and Supplementary Data,” for further discussion of our relationship with TAFE.
In addition to the purchase of machinery, third-party suppliers supply us with significant components 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 suppliers generally has been favorable, although from 2020 to 2022 we experienced supply
chain disruptions for several key components, such as semiconductors. These supply chain disruptions eased over the course of
2023 and improved in 2024.
Intellectual Property
We own and have licenses to the rights under a number 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 property rights, including our right to use our trade and brand names, important in the operation of our
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 important to our operations. We intend to maintain the separate
strengths and identities of our core brand names and product lines.
Engineering, Research and Innovation
We make significant expenditures for engineering and applied research to improve the quality and performance of our
products, to develop new products and technologies which enhance agriculture and integrate sustainability and to comply with
government safety and engine emissions regulations.
Through AGCO Ventures, we source and fund new technologies to drive and support farmers worldwide. This
initiative actively connects our business needs with industry and market perspectives to identify investment opportunities in
startup companies, corporate venture funds, incubators, accelerators, higher education and research institutions. AGCO
Ventures supports the accelerated development of critical capabilities and competencies across three strategic areas:
information management and analytics, agriculture technology and environmental and alternative fuel sources.
Wholesale Financing, Sales Terms and Accounts Receivable Sales Agreement
Primarily in the United States and Canada, we engage in the standard industry practice of providing dealers with floor
plan payment terms for their inventories of farm equipment for extended periods, generally through our AGCO Finance joint
ventures. The terms of our wholesale finance agreements with our dealers vary by region and product line, with fixed payment
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 due
upon a retail sale of the underlying equipment by the dealer. 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 charged after a period of up to 24 months, depending on various factors including dealers’ sales
volumes during the preceding year. We generally obtain a security interest in the new and used equipment we finance.
5
Sales terms outside the United States and Canada are typically 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 are often backed by letters of credit or credit insurance.
We have accounts receivable sales agreements that permit transferring, on an ongoing basis, a majority of our
wholesale receivables in North America, Europe and Brazil to our AGCO Finance joint ventures in the United States, Canada,
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 finance joint ventures at the joint ventures’ discretion. In
addition, our AGCO Finance joint ventures may provide wholesale financing directly to dealers in Europe, Brazil and Australia.
We also sell certain trade receivables under factoring arrangements to other third-party financial institutions around the world,
and we account for the sale of such receivables as off-balance sheet transactions.
Retail Financing
Our AGCO Finance joint ventures offer financing to most of the end users of our products. Besides contributing to our
overall profitability, the AGCO Finance joint ventures enhance our sales efforts by tailoring retail finance programs to
prevailing market conditions. 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. AGCO owns a 49% interest in the joint ventures
with the remaining interests owned by a wholly-owned subsidiary of Rabobank. The majority of the assets of the finance joint
ventures consist of finance receivables. The majority of the liabilities consist of notes payable and accrued interest. Under the
various joint venture agreements, Rabobank provides financing to the AGCO finance joint ventures, primarily through lines of
credit. We do not guarantee the debt obligations of the joint ventures. In the United States and Canada, we guarantee certain
minimum residual values to those joint ventures upon expiration of certain eligible operating leases between the finance joint
ventures and end users. We also have other guarantees with our other finance joint ventures. Refer to Note 22 of our
Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for additional
information.
In addition, Rabobank is the primary lender with respect to our credit facility, our senior term loan and our term loan
facility, 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 function of the timing of the planting
and harvesting seasons. To the extent possible, we attempt to ship products to our dealers and distributors on a level basis
throughout the year to reduce 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 capital levels,
which typically increase in the first half of the year and then decrease in the second half of the year. The fourth quarter is also
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. Our net sales and income from operations
historically have been the lowest in the first quarter and have increased in subsequent quarters.
Environmental Regulations
We are subject 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 future are impossible to accurately
predict. We attempt to comply with all applicable environmental, health and safety laws and regulations. However, we believe
that any expense or liability we may incur in connection with noncompliance with laws or regulations or the cleanup of any of
our properties will not have a materially adverse effect on us.
The engines manufactured by our AGCO Power division, which specializes in manufacturing off-road engines in the
75 to 500 horsepower range, currently comply 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 emissions requirements through the introduction of new technology to our engines and exhaust after-
treatment systems, as necessary. In some markets, such as the United States, we must obtain governmental environmental
approvals in order to import our products, and these approvals can be difficult and time-consuming to obtain or may not be
6
obtainable at all. Production at our facilities and sales of our products could be impaired if AGCO Power and our other engine
suppliers are 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.
Regulation and Government Policy
We have manufacturing facilities or other physical presence globally and sell our products primarily through
independent dealers and distributors in approximately 140 countries. This subjects us to a range of trade, product, foreign
exchange, employment, tax, tariffs, environmental and other laws and regulations, in addition to the environmental regulations
discussed previously, in a significant number of jurisdictions. Many jurisdictions and a variety of laws regulate the contractual
relationships with our dealers. These laws impose substantive 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.
In addition, each of the jurisdictions in which we operate or sell products has an important interest in the success of its
agricultural industry and the consistency of the availability of reasonably priced food sources. These interests result in active
political involvement in the agricultural industry, which in turn, can impact our business in a variety of ways.
Sustainability
Our farmers continue to face increased challenges due to climate change. Our goal is to ensure that farmers have the
machines and technologies they need to sustainably feed the world. Our products enable smart farming to help farms and
machines run more efficiently with lower inputs and higher yields. Our precision agriculture products enable farmers to
precisely place optimal amounts of inputs such as fertilizer, weed control and seeds. In addition, we are committed to driving
down machinery emissions through battery powered electric tractors and other alternative fuel propulsion solutions to help
farmers decarbonize and optimize their operations. AGCO also supports retrofit products on an array of OEM brands to
customers which provide more flexibility, extend product lifecycles, and generate less emissions compared to new products.
While much of our focus is on innovating sustainable solutions, we are also committed to integrating sustainability
into our core business strategy. Our low-carbon transition plan establishes key levers to reduce our climate impact by
addressing both operational and value chain emissions. In our operations, we are embracing renewable energy and furthering
initiatives to make our sites more energy efficient. Throughout our value chain, we attempt to deliver sustainable product
solutions, optimize our transportation and logistics networks and engage supply chain partners to help drive environmental
progress.
Human Capital
Our employees are our greatest asset and a key enabler of our success. We have approximately 24,000 employees
worldwide, all guided by our Company’s clear purpose – to create farmer-focused solutions to sustainably feed our world. We
are dedicated to retaining and developing our employees by promoting safety and well-being, providing opportunities for them
to learn and lead, and creating a culture where they feel welcomed, valued, and heard.
Our compensation programs, practices, and policies reflect our commitment to reward short and long-term
performance that aligns with and drives shareholder value. Total direct compensation is generally positioned within 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 short-term and long-term incentives and
participation in various retirement savings plans, dependent upon the position and level of employee and the countries in which
we operate. In 2024, our voluntary employee turnover rate was approximately 6.9%, compared to 7.5% in 2023.
Our employees engage in learning and development targeted to their current roles and future career aspirations. This
includes completing online, self-directed and instructor-led courses across a broad range of categories – leadership, professional
skills, technical competencies and compliance. Compliance training includes educating our employees about AGCO’s cultural
beliefs and ensuring they comply with our global Code of Conduct and associated policies, including anti-bribery/corruption,
data privacy and cybersecurity, conflicts of interest, discrimination and workplace harassment and sexual harassment.
7
We are deeply committed to identifying and developing the next generation of top-tier leadership by placing focus on
technologically innovative talent. We conduct quarterly in-depth talent and succession reviews with our senior leadership team
that concentrate on accelerating talent development and strengthening succession pipelines for our most critical roles, including
recruiting from within. We review our succession plans with our Board’s Talent and Compensation Committee annually.
During 2024, we shared our fourth annual global employee experience and engagement survey to all employees across
our offices and shop floor locations worldwide to seek feedback on what we are doing well and where we can improve. The
results showed a favorable engagement score of approximately 67%, which aligns with our core employee engagement index
metric, based upon 81% workforce participation. In addition to our annual survey, we conducted intermittent pulse surveys,
which enabled real-time feedback on targeted topics.
We are committed to ensuring our Board is highly-skilled and gender-diverse. Three of our current ten board members
are women. Women represent approximately 14% of our full-time executive positions at the senior vice president and vice
president levels, and approximately 18% of our overall full-time management-level employees. We want to increase the
percentage of female representation in our full time management-level employee group and our overall global employee base.
Health, Wellness and Safety
We are committed to the health, safety and wellness of our employees, striving to work safe, every day in every way.
Our health and safety program focuses on risk reduction and safety management systems that promote preventative measures.
We have implemented many leading and lagging indicators for enabling employee health and safety. Leading indicators are
measured using proactive prevention programs that are designed to reduce overall risks by implementing risk assessments,
ergonomic assessments and incident investigations to include detailed root cause corrective action analysis, near-miss corrective
actions, and behavioral-based safety programs. The lagging indicators are measured by each of our facilities and demonstrate
the current state regarding injury rates such as total case incident rate (“TCIR”). This is the fourth year in a row we achieved
double digit improvement in our global TCIR rate. We reported a global TCIR of 0.89 in 2024 compared to 1.86 in 2023, which
is an approximate 52% decrease and exceeded our target to achieve a target TCIR equal to 1.0 by 2025.
Unions, Collective Bargaining Agreements and Work Councils
Of our worldwide employees, approximately 4,000 are located in the United States. Many of our global manufacturing
employees, and some other employees, are represented by unions and works councils, and a significant number of our
employees are subject to collective bargaining agreements that typically are for terms of three to five years and are renegotiated
in connection with renewals. We currently do not expect any significant difficulties in renewing these agreements.
Human Rights Policy
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. In 2024, we introduced the Employee Relief Fund to provide critical support for our employees in the
wake of significant crisis events such as natural disasters.
8
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 “Investors” section:
•
annual reports on Form 10-K;
•
quarterly reports on Form 10-Q;
•
current reports on Form 8-K;
•
proxy statements for the annual meetings of stockholders; and
•
reports on Form SD.
These reports are made available 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.gov) 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 available under the “Investors” section
of our website under the heading “Governance,” and
•
our Global Code of Conduct, which is available under the “About Us” section of our website under the heading
“Code of Conduct.”
In addition, in the event of any waivers of our Global Code of Conduct, those waivers will be available under the
heading “Code of Conduct” of our website.
None of these materials, including the other materials available on our website, is incorporated by reference into this
Form 10-K unless expressly provided.
9
Item 1A.
Risk Factors
We make forward-looking statements in this report, in other materials we file with the SEC, on our website, in press
releases and in materials that we otherwise share with the public. In addition, our senior management makes forward-looking
statements to investors, analysts, 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 future operations,
prospects, strategies, products, manufacturing facilities, legal proceedings, financial condition, financial performance (including
net sales, earnings and related growth) and demand for our products and services, as well as other statements of our beliefs or
expectations of industry conditions, foreign currency translation impacts, market demand, supply chain and logistics
disruptions, farm incomes, weather conditions, commodity and protein prices, general economic conditions, dividends, share
repurchases, availability of financing, working capital, capital expenditures, debt service requirements, margins, production and
sales volumes, factory productivity, pricing impacts, material costs, benefits from cost reduction initiatives, investments in, and
results of, product development and enhancement, compliance with financial covenants, support from lenders, recovery of
amounts under guarantee, uncertain income tax provisions, tax rates, funding of our pension and postretirement benefit plans, or
realization of net deferred tax assets, are forward-looking statements. The forward-looking statements we make are not
guarantees of future performance and are subject to various assumptions, risks and other factors that could cause actual results
to differ materially from those suggested by the forward-looking statements. These factors include, among others, those set
forth below and in the other documents that we file with the SEC. There also are other factors that we may not describe,
generally because we currently do not perceive them to be material, or likely to become material, that also could cause actual
results to differ materially from our expectations.
These risks could impact our business in a number of ways, including by negatively impacting our future results of
operations, cash flows and financial condition. For simplicity, below we collectively refer to these potential impacts as impacts
on our “performance.”
We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Market, Economic and Geopolitical Risks
Our financial results depend entirely upon the agricultural industry, and factors that adversely affect the agricultural
industry generally, including declines in the general economy, increases in farm input costs, unfavorable weather conditions
and lower commodity and protein prices, adversely affect our performance.
Our success depends entirely on the vitality of the agricultural industry. Historically, the agricultural industry has been
cyclical and subject to a variety of economic and other factors. Sales of agricultural equipment, in turn, also are cyclical and
generally reflect the economic health of the agricultural industry. The economic health of the agricultural industry is affected by
numerous factors, including farm income, farm land values and debt levels and financing costs, all of which are influenced by
levels of commodity and protein prices, acreage planted, crop yields, agricultural product demand, farm input costs,
government policies, tariffs and government subsidies. The economic health of the agricultural industry also is influenced by
general economic conditions, interest rate and exchange rate levels, and the availability of financing for retail customers,
including government financing subsidies to farmers, which can be significant in countries such as Brazil, as discussed
elsewhere in this “Risk Factors” section. Trends in the agricultural industry, such as farm consolidations, may affect the
agricultural equipment market. In addition, weather conditions, such as floods, heat waves or droughts, and pervasive livestock
or crop diseases affect farmers’ buying decisions. Downturns in the agricultural industry due to these or other factors, which
could vary by market, can result in decreases in demand for agricultural equipment, which would adversely affect our
performance. Moreover, the unpredictable nature of many of these factors and the resulting volatility in demand make it
difficult for us to accurately predict sales and optimize production. This, in turn, can result in higher costs, including inventory
carrying costs and underutilized manufacturing capacity. 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.
The agricultural equipment industry is highly seasonal, and seasonal fluctuations significantly impact 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 equipment in the spring and fall in conjunction with the major
planting and harvesting seasons. In addition, the fourth quarter typically is a significant period for retail sales because of year-
end tax planning considerations, the increase in availability of funds from completed harvests, and the timing of dealer
10
incentives. Our net sales and income from operations historically have been the lowest in the first quarter and have increased in
subsequent quarters.
Most of our sales depend on the availability of financing to retail customers, 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. In addition, the
collectability of receivables that are created from our sales, as well as from such retail financing, is critical to our business.
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, which are controlled by Rabobank and are dependent upon Rabobank for financing
as well, finance approximately 50% of the retail sales of our tractors and combines in the markets where the joint ventures
operate. Any difficulty by Rabobank in continuing to provide that financing, or any business decision by Rabobank as the
controlling member not to fund the business or particular aspects of it (for example, a particular country or region), would
require the joint ventures to find other sources of financing (which may be difficult to obtain) or would require us to find other
sources of financing for our dealers and their retail customers.
If we are unable to obtain other sources of financing, our dealers and their retail customers would be required to utilize
other retail financing providers, which may or may not be available. In an economic downturn, we expect that financing for
capital equipment purchases generally would become more difficult and more expensive to obtain. To the extent that financing
is not available, or available only at unattractive prices, it would negatively impact our performance.
Both AGCO and our AGCO Finance joint ventures have substantial accounts receivable from dealers and retail
customers and are adversely impacted when collectability is less than optimal. Overall collectability depends upon the financial
strength of the agricultural industry, which in turn depends upon the factors discussed elsewhere in this “Risk Factors” section.
Certain finance joint ventures lease equipment that may experience residual value losses that exceed expectations caused by
lower pricing for used equipment and higher than expected returns at lease maturity. AGCO guarantees minimum residual
values for some of the leased equipment. To the extent that 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.
A majority of our sales and manufacturing take place outside the United States, and, as a result, we are exposed to risks
related to foreign laws, tariffs, taxes, economic conditions, labor supply and relations, political conditions and governmental
policies as well as U.S. laws governing who we sell to and how we conduct business. These risks may delay or reduce our
realization of value from our international operations.
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, Australia, Italy, 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
different country, and therefore, our performance can be adversely affected by adverse changes, in either the country of origin
or the country of destination, by 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 subject us to fines and other penalties as well as
increased compliance 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.
Domestic and foreign political developments and government regulations and policies directly affect the international
agricultural industry, which affects the demand for agricultural equipment. Declines in demand for agricultural equipment
adversely affect our performance. Future pandemics, in addition to related or unrelated application, modification or adoption of
laws, regulations, trade agreements or policies, can adversely affect the agricultural industry, including the imposition of import
and export duties and quotas, expropriation and potentially burdensome taxation, and could have an adverse effect on our
performance. Trade restrictions, including potential withdrawal from 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 capitalize on current and future growth opportunities in the international markets in which we operate
and impair our ability to expand our business by offering new technologies, products and services. These changes, particularly
increases in the cost of steel, also can impact the cost of the products we manufacture. Trade restrictions and changes in, or
uncertainty surrounding, global trade policy also could affect our competitive position.
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The U.S. government has recently announced tariffs on all imported steel and aluminum. The U.S. government has
also recently indicated that it intends to impose tariffs on goods imported from foreign countries, including China, Mexico and
Canada. In addition, the U.S. government has also indicated that additional tariffs may be imposed on imports from other
countries in the future. There is substantial uncertainty surrounding these tariffs, including any retaliatory tariffs and other
consequences that may arise from the imposition of tariffs on imports from, and exports to, these other countries. These risks
may delay, adversely impact or reduce our realization of value from our international operations. For more information on the
risks surrounding tariffs and trade regulation, see the risk factor titled “Changes to United States tax, tariff, trade and import/
export regulations may have a negative effect on global economic conditions, financial markets and our business”.
As previously discussed, the health of the agricultural industry and the ability of 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 of farmers to obtain advantageous financing and
other protections would be reduced to the extent that any such programs are curtailed or eliminated. A recent freeze on the
provision of funding and spending in foreign countries through U.S. foreign aid programs has created economic uncertainty for
farmers, and more permanent suspensions or reductions in the provision of foreign aid by the U.S. could occur in the future and
create greater global uncertainty. Any such reductions likely would result in a decrease in demand for agricultural equipment.
For example, a decrease or elimination of current price protections for commodities or of subsidy payments or financing rate
subsidies for farmers in the European Union, the United States, Brazil 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 greater than they might be elsewhere. In addition, the
financing provided by the AGCO Finance joint ventures or by others in certain jurisdictions is 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 caps and other limitations.
In some markets, for example Brazil, this support is quite significant and, from time to time, has not been available. 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 AGCO Finance joint ventures or otherwise, our performance would be negatively impacted.
In 2024 and 2023, we had net sales of approximately $90 million and $85 million, respectively, in Ukraine. As of
December 31, 2024 and 2023, we had less than $15 million in assets in Ukraine. It is unclear what impact the hostilities in
Ukraine going forward will have on our net sales or assets, although we assume that our net sales may continue to decline in
Ukraine, possibly significantly. We assess the fair value of our assets in Ukraine for potential impairment on a periodic basis as
warranted.
In addition, AGCO sells products in, and purchases parts and components from, other regions where there could be
hostilities. Should hostilities arise, we would expect our sales to decline and for our parts and component deliveries to be
interrupted, which would adversely impact our performance.
As a result of the multinational nature of our business and the acquisitions that we have made over time, our corporate
and tax structures are complex, with a significant portion of our operations being held through foreign holding companies. As a
result, we are subject to taxation from multiple tax jurisdictions, and it can be inefficient, from a tax perspective, for us to
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 to comply with all applicable tax laws, audits and other reviews
by governmental entities for non-compliance could result in our companies being required to pay additional taxes, interest and
penalties, which could have an adverse effect on our international operations.
We face significant competition, and, if we are unable to compete successfully against other agricultural equipment
manufacturers, we will lose dealers and their retail customers and our performance will decline.
The agricultural equipment business is highly competitive, particularly in our major markets. Our two key competitors,
Deere & Company and CNH Industrial N.V., are substantially larger than we are and have greater financial and other resources.
In addition, in some markets, we compete 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.
Additionally, the industry is attracting technology-focused companies and start-up ventures as technology increasingly impacts
all aspects of the crop cycle. Competitive pressures in the agricultural equipment business may affect the market prices of new
and used equipment, which, in turn, may adversely affect our performance.
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We maintain an independent dealer and distribution network in the markets where we sell products. The financial and
operational capabilities of our dealers and distributors are critical to our ability to compete in these markets. In addition,
we compete with other manufacturers of agricultural equipment for dealers. If we are unable to compete successfully against
other agricultural equipment manufacturers, we could lose dealers and their retail customers and performance may decline.
Our expansion plans in emerging markets entail significant risks.
Our long-term strategy includes establishing a greater manufacturing and supply-chain and/or marketing presence in
emerging markets such as India and Africa. As we progress with these efforts, it will involve a significant investment of capital
and other resources and entail various risks. These include risks attendant to obtaining necessary governmental approvals and
the construction of facilities in a timely manner and within cost estimates, the establishment of supply channels, the
commencement of efficient manufacturing operations, and, ultimately, the acceptance of the products by retail customers.
While we expect the expansion to be successful, should we encounter difficulties involving these or similar factors, it may not
be as successful as we anticipate and could adversely impact our performance.
Inflation can impact our costs and sales.
During 2022 and 2023, we experienced significant inflation in a range of costs, including for parts and components,
labor, transportation, logistics, and energy. While inflation eased over 2023 and continued to ease in 2024, and we were able to
pass along these higher costs through increased prices, there can be no assurance that we will be able to continue to do so in the
future. If we are not, it will adversely impact our performance.
Product Development, Manufacturing and Operations
Our success depends on the introduction of new products, which requires substantial expenditures.
Our long-term results depend upon our ability to introduce and market new products successfully. The success of our
new products will depend on a number of factors, including:
•
innovation;
•
customer acceptance;
•
the efficiency of our suppliers in providing component parts and of our manufacturing facilities in producing final
products; and
•
the performance and quality of our products relative to those of our competitors.
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 future. Any delays or
other problems with our new product launches, such as high warranty costs, will adversely affect our performance. In addition,
introducing new products can result in decreases in revenues from our existing products.
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 affect our performance.
If we are unable to deliver precision agriculture and high-tech solutions to our customers, it could materially adversely
affect our performance.
Increasingly our customers are implementing precision farming solutions. In order to remain competitive, we have
been able to successfully acquire or develop and introduce new solutions that improve profitability and sustainable farming
techniques. Our precision technology products include both hardware and software components that relate to guidance,
telemetry, automation, autonomy and connectivity solutions. We expect to make significant investments in research and
development expenses, acquisitions of businesses, collaborative arrangements and other sources of technology to drive these
outcomes. These investments include the acquisition of the agriculture assets and technologies of Trimble through the
formation of a joint venture of which we own 85% as further discussed in the PTx Trimble joint venture transaction risk factor
below. Such investments may not produce attractive solutions for our customers. We also may have to depend on third parties
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to supply certain hardware or software components or data services in our precision technology products. Our dealers' ability to
support such solutions also may impact our customers, acceptance and demand of such products.
Rationalization or restructuring of manufacturing facilities, and plant expansions and system upgrades at our
manufacturing facilities, may cause production capacity constraints and inventory fluctuations.
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 complete sales in a timely manner. In addition, system
upgrades at our manufacturing facilities that impact ordering, production scheduling, manufacturing and other related processes
are complex, and could impact or delay production. A prolonged delay in our ability to fill orders on a timely basis could affect
customer demand for our products and increase the size of our product inventories, causing future reductions in our
manufacturing schedules and adversely affecting our performance. Moreover, our continuous development and production of
new products often involve the retooling of existing manufacturing facilities. This retooling may limit our production capacity
at certain times in the future, which could adversely affect our performance. In addition, the expansion and reconfiguration of
existing manufacturing facilities, as well as new or expanded manufacturing operations in emerging markets, could increase the
risk of production delays, as well as require significant investments.
We depend on suppliers for components, parts and raw materials for our products, and any failure by our suppliers to
provide products as needed, or by us to promptly address supplier issues, will adversely impact our ability to timely and
efficiently manufacture and sell products. We also are subject to raw material price fluctuations, which can adversely affect
our manufacturing costs.
Our products include components and parts manufactured by others. As a result, our ability to timely and efficiently
manufacture current products, to introduce new products, and to shift manufacturing of products from one facility to another
depends on the quality of these components and parts and the timeliness of their delivery to our facilities. During 2022, we
experienced significant supply chain interruptions, including delays in timely deliveries of components. While supply chain
disruptions eased in 2023 and 2024, there can be no assurance that there will not be future disruptions. In addition, the potential
of future natural gas shortages in Europe, as well as predicted overall shortages in other energy sources, could also negatively
impact our production and that of our supply chain in the future. 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, shipped and
sold. If the quality of the components or parts provided by our suppliers is less than required and we do not recognize that
failure prior to the shipment of our products, we will incur higher warranty costs. 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 fail to
meet our schedules or quality standards, and to monitor the flow of components and accurately project our needs. The shift
from our existing suppliers to new suppliers, including suppliers in emerging markets, also may impact the quality and
efficiency of our manufacturing capabilities, as well as warranty costs.
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, components and parts, which have fluctuated significantly in the past and are more likely to fluctuate during times of
economic volatility, as well as regulatory instability or change in tariffs, can significantly increase the costs of production.
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.
We may encounter difficulties in integrating businesses we acquire and may not fully achieve, or achieve within a
reasonable time frame, expected strategic objectives and other expected benefits of the acquisitions.
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 opportunity 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 whether, or to what extent, these benefits will be realized or whether we will be able to
integrate acquired businesses in a timely and effective manner. For example:
•
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 liabilities or liabilities for
violations of laws, such as the FCPA, that we did not expect;
14
•
our ability to successfully carry out our growth strategies for acquired businesses often will be affected by, among
other things, our ability to maintain and enhance our relationships with their existing customers, our ability to
provide additional product distribution opportunities to the acquired businesses through our existing distribution
channels, changes 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
•
our approach and strategies with respect to the development and introduction of new precision technology
solutions to improve the profitability and sustainability for our farmer customers, including technologies we
obtain through acquisitions, investments and joint ventures, may not provide the desired results for our customers.
Our ability to address these issues will determine the extent to which we are able to successfully integrate, develop and
grow acquired businesses and technologies to realize the expected benefits of these transactions. Our failure to do so could have
a material adverse effect on our performance.
We may not be able to successfully integrate the PTx Trimble joint venture into our business, which could adversely affect
our business or results of operations.
We closed the acquisition of the agriculture assets and technologies of Trimble through the formation of the PTx
Trimble joint venture, of which we own 85%, on April 1, 2024. Joint venture transactions involve many risks, including the
challenges attendant to integrating the operations, technologies, services and products of the acquired lines of businesses,
reactions by customers to the transaction, particularly the rate at which Trimble’s largest OEM customer reduces purchases of
Trimble equipment and the levels of the OEM's product supply remaining in the market, and the rate of replacement by the joint
venture of those sales, personnel turnover, and the diversion of management's attention from other business matters. We may be
unable to achieve anticipated benefits from the transaction in the time frame that we anticipate, or at all. All of these risks, as
well as the others that typically accompany a large transaction, could adversely affect our business or results of operations.
Our business routinely is subject to claims and legal actions, some of which 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
claims in the future or that currently existing claims will not prove to be more significant than anticipated.
We are, and in the past have been, subject to the actions of activist stockholders, which could divert management’s attention
and negatively impact our business.
The Company values constructive input from investors and regularly engages in dialogue with its shareholders
regarding strategy and performance. The Company’s Board of Directors and management team are committed to acting in the
best interests of all the Company’s shareholders. Stockholders may, from time to time, engage in proxy solicitations or advance
stockholder proposals, or otherwise attempt to effect changes and assert influence on our Board of Directors and management.
Responding to some of these actions can be costly and time-consuming, may disrupt the Company’s operations and divert the
attention of the Board of Directors, management and the Company’s employees. Such activities could interfere with the
Company’s ability to execute its strategic plan. Any perceived uncertainties as to our future direction and control, our ability to
execute on our strategy, or changes to the composition of our Board of Directors or senior management team arising from a
proxy contest could lead to the perception of a change in the direction of our business or instability which may affect the market
price and volatility of the Company’s common stock, result in the loss of potential business opportunities, make it more
difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners, any
of which could adversely affect our business and operating results. We may choose to initiate, or may become subject to,
litigation as a result of a proxy contest or matters arising from a proxy contest, which would serve as a further distraction to our
board of directors and management and would require us to incur significant additional costs. In addition, actions such as those
described above could cause significant fluctuations in our stock price based upon temporary or speculative market perceptions
or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
15
Financial Risks
We can experience substantial and sustained volatility with respect to currency exchange rates and interest rates, which can
adversely affect our performance and the competitiveness of our products.
We conduct operations in a variety of currencies. Our production costs, profit margins and competitive position are
affected by the strength of the currencies in countries where we manufacture or purchase goods relative to the strength of the
currencies in countries where our products are sold. We also are subject to currency exchange rate risk to the extent that our
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 from local currencies into United States dollars. Similarly, changes in interest
rates affect us by increasing or decreasing borrowing costs and finance income. Our most significant transactional foreign
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
option contracts. As with all hedging instruments, there are risks associated with the use of foreign currency forward exchange
or option contracts, interest rate swap agreements and other risk management contracts. While the use of such hedging
instruments provides us with protection for a finite period of time from certain fluctuations in currency exchange and interest
rates, when we hedge we forego part or all of the benefits that might result from favorable fluctuations in currency exchange
and interest rates. In addition, any default by the counterparties to these transactions could adversely affect our performance.
Despite our use of economic hedging transactions, currency exchange rate or interest rate fluctuations may adversely affect our
performance.
We also are subject to the risk of the imposition of limitations by governments on international transfers of funds. In
recent years, the Argentine government has substantially limited the ability of companies to transfer funds out of Argentina. As
a consequence of these limitations, the spread between the official government exchange rate and the exchange rates resulting
implicitly from certain capital market operations, usually effected to obtain United States dollars, has broadened significantly.
In December 2023, the central bank of Argentina adjusted the official foreign currency exchange rate for the Argentine peso,
significantly devaluing the currency relative to the United States dollar. In December 2023, we recorded losses of
approximately $80.4 million related to the devaluation of the Argentine peso and the related impacts to our AGCO finance joint
venture in Argentina as included within Item 8, “Financial Statements and Supplementary Data." Further devaluation of the
peso or continuation or expansion of limitations of transfer of funds in Argentina or in other markets in which we operate,
would adversely affect our performance. Please refer to the "Foreign Currency Risk Management" section within Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for more information.
We have significant pension and retiree healthcare obligations with respect to our employees, and our cash flow available
for other purposes may be adversely affected in the event that payments become due under any pension plans that are
unfunded or underfunded. Declines in the market value of the securities used to fund these obligations will result in
increased pension expense in future periods.
A portion of our active and retired employees participate in defined benefit pension and retiree healthcare plans under
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 fulfill our obligations either as they become due or over some shorter funding 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
these assets varies due to market factors. Historically, these fluctuations have been significant and sometimes adverse, and there
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 comply with
applicable laws and regulations could have an adverse impact to our results of operations. We have 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 Supplementary Data,” for more information regarding our unfunded
or underfunded obligations.
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We have substantial goodwill, and impairment of that goodwill could materially impact our results of operation.
As of December 31, 2024, we had approximately $1,820.4 million of goodwill reflected on our consolidated balance
sheet. As discussed in Note 1 to our Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary
Data," we test goodwill for impairment annually or more often under certain circumstances. Goodwill can be difficult to value,
and in all events valuation requires the use of estimates and judgment as discussed in "Critical Accounting Estimates" in Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Our goodwill was created in
connection with business acquisitions. If those businesses do not perform as expected, future valuations may not support the
amount of goodwill, and we could conclude that an impairment has occurred. Similarly, if the estimates and judgment used in
our annual impairment tests prove to be incorrect, impairment could be required. An impairment of goodwill could be
significant and could materially impact our results of operations. In connection with the PTx Trimble joint venture transaction,
we recognized $1,592.2 million of goodwill as of the acquisition date. During the year ended December 31, 2024, we
recognized an impairment charge of $351 million, which resulted from the deterioration of the near-term outlook of the PTx
Trimble North America reporting unit driven by weak industry demand and lower market penetration. While our annual
impairment testing in 2024 now supports the carrying amount of this goodwill, we may be required to re-evaluate the carrying
amount in future periods, thus utilizing different assumptions that reflect the then current market conditions and expectations,
and, therefore, we could conclude that an impairment has occurred. Additionally, as the carrying value of the PTx Trimble
North America reporting unit approximates its fair value following the impairment charge, the PTx Trimble North America
reporting unit is considered at risk of future impairment. If our assumptions are not realized, or if there are future changes in
any of the assumptions due to a change in economic conditions or otherwise, it is possible that a further impairment charge may
need to be recorded in the future.
We have a substantial amount of indebtedness, and, as a result, we are subject to certain restrictive covenants and payment
obligations that may adversely affect our ability to operate and expand our business.
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 unable 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 due and
payable, and our cash may become restricted. In addition, an event of default or declaration of acceleration under our credit
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 flows from operations to payments on our indebtedness,
which would reduce the availability of our cash flow to fund future working capital, capital expenditures,
acquisitions and other general corporate purposes;
•
increasing our vulnerability 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 competitors that may have less indebtedness; and
•
limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our
ability to borrow additional funds, repurchase shares, pay cash dividends or engage in or enter into certain
transactions.
Changes to United States tax, tariff, trade and import/export regulations may have a negative effect on global economic
conditions, financial markets and our business.
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
components that are either produced in our foreign locations or are purchased from foreign suppliers, and also have substantial
exports of products and components that we manufacture in the United States. The impact of any changes to current trade, tariff
or tax policies relating to imports and exports of goods is dependent on factors such as the treatment of exports as a credit to
17
imports, and the introduction of any tariffs or taxes relating to imports from specific countries. Tariff changes are difficult to
predict and may cause us material short-term or long-term cost fluctuations. The new political administration in the United
States has signaled an intention to use tariffs more robustly in pursuing government policy and has already implemented some
new tariffs. When increases are made to U.S. duty rates or tariffs, reciprocal action by other countries sometimes occurs, and
any such increases could impact the price of our products and cause a decline in the demand for our products. We rely on the
use of free trade agreements, where available, that may experience alterations, suspensions or cancellations, which could
increase our customs expense or otherwise harm our business. In addition to duties and tariffs, any actions taken by the United
States or by foreign countries to further implement trade policy changes, including limiting foreign investment or trade,
increasing regulatory requirements, or other actions that impact our ability to obtain necessary licenses or approvals could
negatively impact our business. These actions are unpredictable, and any of them could also have a material adverse effect on
global economic conditions and the stability of global financial markets, significantly reduce global trade, restrict our access to
suppliers or customers, and have a material adverse effect on our business, financial condition and results of operations.
Further, the Pacific Rim region is an important producer of parts and components that are critical to our products,
particularly semiconductor chips. Should events in that region or between governments in that region and the countries in which
we manufacture products deteriorate, it could significantly and adversely impact the availability of parts and components to us,
and, correspondingly, our ability to produce products at targeted levels.
Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which we
operate could significantly increase our effective tax rate and ultimately reduce our cash flows from operating activities and
otherwise have a material adverse effect on our financial condition.
On December 15, 2022, the European Union Member States formally adopted the EU’s Pillar Two Directive, which
generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and
Development (OECD) Pillar Two Framework that was supported by over 130 countries worldwide. The European Union
effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. Based on the issued guidance and
interpretation, the Company does not expect a material top-up tax. As this is an evolving area with new guidance and practices
being developed, the Company continues to assess the impact of the Pillar Two income taxes legislation on its future financial
performance.
Future pandemics and public health crises could materially adversely impact our business, financial condition, liquidity and
results of operations.
Any future pandemic or other new public health crises may disrupt our business in the future, which could materially
affect our results of operations, financial condition, liquidity and future expectations. Any such events may adversely impact
our global supply chain and global manufacturing operations and cause us to suspend our operations in the affected markets. In
particular, we could experience, among other things: continued or additional global supply chain and logistics disruptions; labor
disruptions or shortages; an inability to manufacture; and an inability to sell to our customers.
18
Climate Change and Other Environmental Risks
We increasingly are subject to risks attendant to climate change. Failure to understand and prepare for the risks related to
the transition to a lower-carbon economy, and risks related to the physical impacts of climate change could impact our
performance.
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 operations and the equipment that we produce, (ii) the
possibility that we will not become as resource-efficient in our operations as we need to, both as a result of our own actions (or
inaction) and those of our suppliers, (iii) 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,
(iv) that climate change will reduce demand for our products, and (v) the impacts on our physical facilities, including from
increased severe weather condition risks. The first three of these risks may be considered “transition” risks. Addressing each of
these risks is likely to entail the incurrence of significant costs by us, although, in the case of transition risks, we already may be
incurring many, if not most, of these costs through our ongoing engine development programs, carbon footprint reduction
projects, and our precision farming research and development. However, we may not be able to address these risks effectively
and efficiently, which would impact our performance.
In addition, regulators in Europe and the U.S. have focused efforts on increasing reporting and disclosure requirements
over climate risks, climate change adaptation and mitigation efforts, and GHG. Our failure to comply with any applicable rules
or regulations or other criticisms of our sustainability disclosures could lead to penalties or claims and other litigation, impact
our reputation, customer attraction and retention, access to capital and employee retention, and otherwise adversely impact our
performance. Compliance with these requirements will be complex and expensive.
Investors and financial institutions increasingly are expecting the disclosures described above, and some financial
institutional investors are assessing their investments and investment opportunities based upon how businesses are addressing
climate change. Any failure by us to satisfy their assessments could impact the desirability of an investment in AGCO, our
access to capital could be restricted and the share price of our common stock could be impacted. For a discussion of some of the
actions that we have taken, see Item 1, “Business”, above.
We are subject to extensive environmental laws and regulations, including increasingly stringent engine emissions
standards, 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.
In addition to the more general climate change regulation described above, we are subject to increasingly stringent
environmental laws and regulations in the countries in which we operate. 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 complying with these or any other current or
future environmental regulations may be significant. For example, several 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 form of taxes or emission 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 future GHG legislative, 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.
In addition, the products that we manufacture or sell, particularly engines, are subject to increasingly stringent
environmental regulations, including those that limit GHG emissions. As a result, on an ongoing basis we incur significant
engineering expenses and capital expenditures to modify our products to comply with these regulations. Further, we may
experience production delays if we or our suppliers are unable to design and manufacture components for our products that
comply 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 after-treatment systems, as necessary. Failure
to meet applicable requirements could materially affect our performance.
19
We also may be subject 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 future that could apply to both future and prior conduct. If we fail to comply with existing or future laws
and regulations, we may be subject to governmental or judicial fines or sanctions, or we may not be able to sell our products
and, therefore, it could adversely affect our performance.
We are subject to disclosure obligations with respect to conflict materials.
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 and pricing of materials in our products. In addition, we may face reputational and regulatory risks
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 formal 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.
Human Capital Risks
Our labor force is heavily unionized, and our obligations under collective bargaining agreements and labor laws subject us
to the risks of work interruption or stoppage and could cause our costs to be higher.
Most of our employees, most notably 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 generally 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 companies, and any work interruption or stoppage could significantly
impact the volume of products we have available for sale. In addition, collective bargaining agreements, union contracts and
labor laws may impair our ability to streamline existing manufacturing facilities, restructure our business or otherwise reduce
our labor costs because of limitations on personnel and salary changes and similar restrictions.
Our ability to recruit, develop, train and retain qualified and skilled employees could impact our ability to execute strategies.
Our success is dependent, in part, on our ability to recruit, develop, train and retain qualified employees with the
relevant education, background and experience. Equally we must be able to retain such skilled employees through our efforts to
develop, train, compensate and engage them. Failure to do so could impair our ability to execute our business strategies and
could ultimately impact our performance.
Data Security, Privacy and Cybersecurity Risks
Our business increasingly is subject to regulations relating to privacy and data protection, and if we violate any of those
regulations we could be subject to significant claims, penalties and damages.
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 example, the European Union adopted
the General Data Protection Regulation (the “GDPR”) that imposed stringent data protection requirements and greater penalties
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
applicable privacy regulations, their implementation is complex, and, if we are not successful, we may be subject to penalties
and claims for damages from regulators and the impacted parties.
20
Cybersecurity breaches and other disruptions to our information technology infrastructure could interfere with our
operations and could compromise confidential information, exposing us to liability that could cause our business and
reputation to suffer.
We rely upon information technology networks and systems, some of which are managed by third parties, to process,
transmit and store electronic information, and to manage or support a variety of business processes and activities, including
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 infrastructure are vulnerable to damage, disruptions or
shutdowns due to attacks by cyber criminals or breaches due to employee error or malfeasance or other disruptions during the
process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or
utility failures, terrorist acts or, natural disasters or other catastrophic events. On May 5, 2022, we discovered that we had been
subject to a ransomware cyberattack. The attack resulted in the temporary closure of most of our production sites and parts
operations. A majority of the affected locations resumed operations within approximately two weeks after the attack was
discovered. There was some data exfiltration as a result of the attack, and a portion of the exfiltrated data subsequently was
released publicly. We do not have significant retail operations, and we do not believe that the exfiltrated data included privacy-
protected consumer data or that the exfiltration was consequential. We have invested heavily in maturing our information
technology and cybersecurity operations and continue to review and improve our safeguards to minimize our exposure to future
attacks. The cost of remediation to the impacted systems has not been material. We maintain a cyber liability insurance
program, although the coverage may not be sufficient in some circumstances. While we do not believe that the ultimate
consequences of the attack were material to our performance, the occurrence of any similar or other events in the future could
compromise our networks, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such
access, disclosure or other loss of information 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 affect our performance. In addition, as security threats continue to evolve and increase in frequency and
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.
21
Item 1B.
Unresolved Staff Comments
None.
Item 1C.
Cybersecurity
Protecting the security of our information systems is of significant importance to us, and we are committed to our
focus on cybersecurity and systemic risks. We have an enterprise risk assessment process which specifically addresses risks
associated with cybersecurity. Additionally, we have a crisis management plan that outlines the structure, roles, responsibilities
and operating procedures to utilize during potentially significant events that could negatively impact the Company. As part of
the crisis management plan, we have a cybersecurity incident response plan in place that provides a documented framework for
handling high severity security incidents and includes facilitated coordination across multiple functions of the Company. Our
incident response plan also includes identifying and responding to material risks from cybersecurity threats associated with our
use of third-party service providers. We invest in threat intelligence and are active participants in industry and government
forums to strive to improve our overall capabilities with respect to cybersecurity. We routinely perform reviews of threat
intelligence and vulnerability management capabilities, 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 capabilities. We maintain a cyber liability insurance
program, although the coverage may not be sufficient in some circumstances. We also 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. Further, 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
education with our employees.
As part of its risk oversight role, our Audit Committee of the Board of Directors 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 regular reporting several times each year from our Chief Information Security
Officer as well as our Chief Digital Information Officer on our technology and cyber risk profile, enterprise cybersecurity
program and key cybersecurity activities.
We have an information security team, led by our Chief Information Security Officer, that is responsible for assessing
and managing cybersecurity risks and monitoring cybersecurity incidents. The team possess relevant experience in their
respective fields as well, as appropriate certifications from various leading certifying bodies. During 2022, we established a
Cybersecurity Council comprised of members of our senior leadership team that is regularly briefed on cybersecurity matters
and provides input to our overall approach to cybersecurity. Our formal cybersecurity program is modeled after the National
Institute of Standards and Technology (“NIST”) Cybersecurity Framework, as well as other global standards and best practices.
On May 5, 2022, we discovered that we had been subject to a sophisticated ransomware cyberattack. The attack
resulted in the temporary closure of most of our production sites and parts operations. A majority of the affected locations
resumed operations within approximately two weeks after the attack was discovered. There was some data exfiltration as a
result of the attack, and a portion of the exfiltrated data subsequently was released publicly. We do not have significant retail
operations, and we do not believe that the exfiltrated data included privacy-protected consumer data or that the exfiltration was
consequential. We have invested heavily in maturing our information technology and cybersecurity operations and continue to
review and improve our safeguards to minimize our exposure to future attacks. The cost of remediation to the impacted systems
has not been material.
22
Item 2.
Properties
Our principal manufacturing locations as of January 31, 2025 were as follows:
Location
North America:
Beloit, Kansas...............................................................................................................................................................................
Hesston, Kansas............................................................................................................................................................................
Jackson, Minnesota.......................................................................................................................................................................
Queretaro, Mexico
South America:
Canoas, Brazil...............................................................................................................................................................................
General Rodriguez, Argentina......................................................................................................................................................
Ibiruba, Brazil...............................................................................................................................................................................
Mogi das Cruzes, Brazil................................................................................................................................................................
Santa Rosa, Brazil.........................................................................................................................................................................
Europe/Middle East:
Baeumenheim, Germany ..............................................................................................................................................................
Beauvais, France(1)........................................................................................................................................................................
Breganze, Italy..............................................................................................................................................................................
Feucht, Germany...........................................................................................................................................................................
Hohenmölsen, Germany ...............................................................................................................................................................
Linnavuori, Finland ......................................................................................................................................................................
Marktoberdorf, Germany..............................................................................................................................................................
Suolahti, Finland...........................................................................................................................................................................
Wolfenbüttel, Germany ................................................................................................................................................................
Asia/Pacific/Africa
Changzhou, China.........................................................................................................................................................................
Yanzhou, China ............................................................................................................................................................................
_______________________________________
(1)
Includes our joint venture, GIMA, in which we own a 50% interest.
We consider each of our facilities to be in good condition and adequate for its present use. We believe that we have
sufficient capacity to meet our current and anticipated manufacturing requirements.
Our corporate headquarters are located in Duluth, Georgia and we have administrative offices in locations including
Tremont, Illinois and Westminster, Colorado in North America, Budapest, Hungary, Neuhausen, Switzerland and Stoneleigh,
United Kingdom in our Europe/Middle East region and Bengaluru, India in our Asia/Pacific/Africa region. We also own/
operate other properties including parts facilities in Batavia, Illinois, Jundiai, Brazil and Ennery, France; and assembly,
distribution, warehouses, sales offices, training and administration across the globe.
23
Item 3.
Legal Proceedings
During 2017, the Company purchased Precision Planting, which provides precision agricultural technology solutions.
In 2018, Deere & Company (“Deere”) filed separate complaints in the U.S. District Court of Delaware against the Company
and Precision Planting alleging that certain products of those entities infringed certain patents of Deere. The two complaints
subsequently were consolidated into a single case, Case No. 1:18-cv-00827-CFC. In July 2022, the case was tried before a jury,
which determined that the Company and Precision Planting had not infringed the Deere patents. Following customary post-trial
procedures, the Court entered a judgement in the Company’s favor, and Deere appealed the judgment to the U.S. Court of
Appeals for the Federal Circuit. On January 24, 2025, the Court ruled in favor of the Company and Precision Planting. The case
remains subject to the right of Deere to file for a writ of certiorari from the U.S. Supreme Court. The Company has 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 April 2024, the Company gave notice to Tractors & Farm Equipment Limited (“TAFE”) that the Company was
terminating all of its commercial arrangements with TAFE. TAFE responded by disputing the terminations and bringing several
lawsuits against the Company in India. The Company filed for arbitration of several of the disputes in London. In general, the
lawsuits contend that the Company is not entitled to terminate the commercial relationships and that TAFE has an interest in the
Massey Ferguson trademark in India. The Company does not believe that TAFE’s positions have merit and is defending the
litigation, and pursuing the arbitrations, vigorously. We believe the reasonably possible range of losses for the unresolved legal
actions would not have a material effect on our financial statements. Refer to Note 18 of our Consolidated Financial Statements
contained in Item 8, “Financial Statements and Supplementary Data,” for further discussion of our relationship with TAFE.
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 Applicable.
24
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Our common stock is listed on the New York Stock Exchange and trades under the symbol AGCO. We have a history
of paying quarterly cash dividends. During 2024, the Company continued the practice of paying a quarterly dividend of $0.29
per common share and declared a special variable dividend of $2.50 per common share that was paid during the second quarter
of 2024. While we currently expect a cash dividend to be paid in the future, future dividend payments will depend on our
earnings, capital requirements, financial condition and other factors considered relevant by the Company's Board of Directors.
As of the close of business on February 10, 2025, the closing stock price was $97.41, and there were 442 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 return on our common stock on an
indexed basis as compared to the cumulative total return of the S&P Mid-Cap 400 Index, the MVIS Global Agribusiness Index
for the five years ended December 31, 2024. Our total returns in the graph are not necessarily indicative of future performance.
Cumulative Total Return for the Years Ended December 31,
2019
2020
2021
2022
2023
2024
AGCO Corporation........................................................
$ 100.00
$ 134.77
$ 156.50
$ 195.56
$ 180.14
$ 143.46
S&P Midcap 400 Index..................................................
100.00
113.66
141.80
123.28
143.54
163.54
MVIS Global Agribusiness Index..................................
100.00
114.70
142.81
131.90
120.48
105.90
The total return assumes that dividends were reinvested and is based on a $100 investment on December 31, 2019.
25
$0
$50
$100
$150
$200
$250
2019
2020
2021
2022
2023
2024
COMPARISON OF CUMULATIVE TOTAL RETURN
AGCO Corporation
S&P MidCap 400 Index
MVIS Global Agribusiness Index (MVMOOTR)
Issuer Purchases of Equity Securities
The table below sets forth information with respect to purchases of our common stock made by or on behalf of us
during the three months ended December 31, 2024:
Period
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)
October 1, 2024 through
October 31, 2024.................................
—
$
—
—
$
57.0
November 1, 2024 through
November 30, 2024(1) .........................
191,763
$
96.08
191,763
$
35.0
December 1, 2024 through
December 31, 2024(1)..........................
37,206
$
96.08
37,206
$
35.0
Total.......................................................
228,969
$
96.08
228,969
$
35.0
___________________________________
(1)
In November 2024, we entered into an ASR agreement with a third-party financial institution to repurchase $22.0 million of our common stock. The ASR
agreement resulted in the initial delivery of 191,763 shares of our common stock, representing approximately 80% of the shares to be purchased in
connection with the transaction. In December 2024, the remaining 37,206 shares under the ASR agreement were delivered. As reflected in the table
above, the average price paid per share for the ASR agreement was the volume-weighted average stock price of our common stock over the term of the
ASR agreement. The amount that may yet be purchased under our share repurchase programs, as presented in the above table, was reduced by the entire
$22.0 million payment related to the ASR agreement. Refer to Note 16 of our Consolidated Financial Statements contained in Item 8, "Financial
Statements and Supplementary Data," for further discussion of this matter.
(2)
The remaining authorized amount to be repurchased is $35.0 million, which has no expiration date.
Item 6.
[Reserved]
26
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a global leader in the design, manufacture and distribution of agricultural machinery and precision agriculture
technology. We deliver value to farmers and Original Equipment Manufacturer (“OEM”) customers through our differentiated
brand portfolio including leading brands Fendt®, Massey Ferguson®, PTx and Valtra®. Our full line of equipment, smart
farming solutions and services helps farmers sustainably feed our world. We distribute most of our products through
approximately 2,700 independent dealers and distributors in approximately 140 countries. We also provide retail and wholesale
financing through our finance joint ventures with Coöperatieve Rabobank U.A., which, together with its affiliates, we refer to
as “Rabobank.” In 2024, we fundamentally shifted our portfolio through the PTx Trimble joint venture and the divestiture of
the majority of our Grain & Protein (“G&P”) business.
Our operations are subject to the cyclical and seasonal nature of the agricultural industry. Sales of our equipment are
affected by, among other things, changes in farm income, farm land values and debt levels, financing costs, acreage planted,
crop yields, weather conditions, the demand for agricultural commodities, commodity and protein prices, agricultural product
demand and general economic conditions and government policies, tariffs and subsidies. We sell our equipment, precision
agriculture technology and replacement parts to our independent dealers, distributors and other customers. A large majority of
our sales are to independent dealers and distributors that sell our products to end users. To the extent practicable, 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 of 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.
27
Financial Highlights
The following table sets forth the percentage relationship to net sales of certain items included in our Consolidated
Statements of Operations:
Years Ended December 31,
2024
2023
$
% of Net Sales(1)
$
% of Net Sales(1)
Net sales ................................................................. $
11,661.9
100.0 % $
14,412.4
100.0 %
Cost of goods sold..................................................
8,762.8
75.1
10,635.0
73.8
Gross profit.............................................................
2,899.1
24.9
3,777.4
26.2
Selling, general and administrative expenses ......
1,397.7
12.0
1,454.5
10.1
Engineering expenses...........................................
493.0
4.2
548.8
3.8
Amortization of intangibles .................................
81.0
0.7
57.7
0.4
Impairment charges..............................................
369.5
3.2
4.1
—
Restructuring and business optimization
expenses...............................................................
172.7
1.5
11.9
0.1
Loss on sale of business.......................................
507.3
4.4
—
—
Income (loss) from operations................................
(122.1)
(1.0)
1,700.4
11.8
Interest expense, net.............................................
93.0
0.8
4.6
—
Other expense, net................................................
218.5
1.9
362.3
2.5
Income (loss) before income taxes and equity in
net earnings of affiliates .........................................
(433.6)
(3.7)
1,333.5
9.3
Income tax provision............................................
98.4
0.8
230.4
1.6
Income (loss) before equity in net earnings of
affiliates..................................................................
(532.0)
(4.6)
1,103.1
7.7
Equity in net earnings of affiliates.......................
46.4
0.4
68.2
0.5
Net income (loss) ...................................................
(485.6)
(4.2)
1,171.3
8.1
Net loss attributable to noncontrolling interests.....
60.8
0.5
0.1
—
Net income (loss) attributable to AGCO
Corporation............................................................. $
(424.8)
(3.6)% $
1,171.4
8.1 %
___________________________________
(1)
Rounding may impact summation of amounts.
28
2024 Compared to 2023
Net income (loss) attributable to AGCO Corporation for 2024 was $(424.8) million, or $(5.69) per diluted share,
compared to $1,171.4 million, or $15.63 per diluted share, for 2023.
Net sales for 2024 were $11,661.9 million, or 19.1% lower than 2023, primarily due to lower sales volumes resulting
from softer industry sales reflecting lower end market demand and unfavorable currency impacts. Income (loss) from
operations was $(122.1) million in 2024 compared to $1,700.4 million in 2023. The decrease in income from operations during
2024 was primarily the result of lower sales and production volumes reflecting weak industry conditions, the recognition of the
loss on sale of the majority of the Company's G&P business as well as impairment charges and restructuring and business
optimization expenses.
We estimate that worldwide average price increases (decreases) were approximately (0.9)% and 10.0% in 2024 and
2023, respectively. Consolidated net sales of tractors and combines, which comprised approximately 63.6% of our net sales in
2024, decreased approximately 20.8% in 2024 compared to 2023. Unit sales of tractors and combines decreased approximately
21.1% during 2024 compared to 2023. The primary driver of the decrease in unit sales was lower sales of compact and mid-
range tractors and combines. The difference between the unit sales change and the change in net sales was primarily the result
of sales mix changes and foreign currency translation.
Overall, global production hours, excluding hours related to the Company's G&P business which was divested on
November 1, 2024, decreased approximately 28.2% during 2024 compared to 2023, reflecting our response to lower end market
demand.
Results of Operations
Gross profit as a percentage of net sales decreased during 2024 compared to 2023, primarily due to lower production
volumes and unfavorable net pricing impacts.
Selling, general and administrative expenses (“SG&A expenses”) as a percentage of net sales, were higher during 2024
compared to 2023 as net sales decreased at a faster rate than SG&A expenses. The absolute level of SG&A expenses decreased
during 2024 primarily due to lower compensation costs and decreases in stock compensation expense. We recorded stock
compensation expense of $17.9 million and $44.6 million during 2024 and 2023, respectively, within SG&A expenses, as is
more fully explained in Note 15 of our Consolidated Financial Statements. These decreases were partially offset by PTx
Trimble joint venture transaction-related costs and transaction costs related to the divestiture of the majority of the Company's
G&P business.
Engineering expenses as a percentage of net sales, were higher during 2024 compared to 2023 as net sales decreased at
a faster rate than engineering expenses. The absolute level of engineering expenses decreased during 2024 primarily due to
lower investment partially offset by increased engineering expenses related to the PTx Trimble joint venture.
We recorded impairment charges of $369.5 million and $4.1 million during 2024 and 2023, respectively. During 2024,
we recorded impairment charges of $369.5 million primarily related to the impairment of goodwill related to the Company’s
PTx Trimble North America reporting unit, other assets and an investment in affiliate. In 2023, we recorded an impairment
charge related to the impairment of certain patents and technology amortizing intangible assets from a prior acquisition. Refer
to Note 6 of our Consolidated Financial Statements for additional information.
We recorded restructuring and business optimization expenses of $172.7 million and $11.9 million during 2024 and
2023, respectively. The Company is focused on operational efficiencies to build a more resilient business. On June 24, 2024,
the Company announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture
industry. The initial phase of the Program is focused on further reducing structural costs, streamlining the Company’s
workforce and enhancing global efficiencies related to changing the Company’s operating model for certain corporate and
back-office functions and better leveraging technology and global centers of excellence. The Company estimates that it will
incur charges for one-time termination benefits of approximately $150.0 million to $200.0 million in connection with this phase
of the Program, primarily consisting of cash charges related to severance payments, employees benefits and related costs. The
Company incurred the majority of charges in 2024 and expects to incur the remaining charges in 2025. The restructuring
expenses recorded during 2024 and 2023 primarily related to severance, business optimization and other related costs
associated with the Company's Program and rationalization of certain manufacturing facilities and administrative offices. Refer
to Note 13 of our Consolidated Financial Statements for further information.
29
We recorded a loss on sale of business of $507.3 million during 2024 related to the sale of the majority of the
Company's G&P business. There was no loss recorded during 2023. Refer to Note 3 of our Consolidated Financial Statements
for further information.
Interest expense, net was $93.0 million for 2024 compared to $4.6 million for 2023 resulting primarily from an
increase in interest expense resulting from the increased debt levels related to financing the PTx Trimble joint venture
transaction. Refer to “Liquidity and Capital Resources” for further information on our available funding.
Other expense, net was $218.5 million in 2024 compared to $362.3 million in 2023. The decrease was primarily driven
by a decrease in foreign currency exchanges losses which were approximately $85.1 million and $202.1 million in 2024 and
2023, respectively. In December 2023, the central bank of Argentina adjusted the official foreign currency exchange rate for the
Argentine peso from approximately 366.5 to approximately 800.0 pesos to United States dollar for substantially all goods,
significantly devaluing the currency relative to the United States dollar. The December 2023 impact of the devaluation and
remeasurement of net monetary assets was approximately $79.9 million. In 2024, the Company terminated its U.S. qualified
defined benefit plan and the settlement resulted in the recognition of approximately $18.5 million in “Other expense, net”
representing the amounts previously recognized in accumulated other comprehensive loss. Losses on sales of receivables,
primarily related to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and
Brazil and included in "Other expense, net," were approximately $118.2 million and $148.4 million in 2024 and 2023,
respectively. The Company recorded business interruption insurance recoveries related to the 2022 cyber attack of $5.0 million
and $20.0 million in 2024 and 2023, respectively.
We recorded an income tax provision of $98.4 million in 2024 compared to $230.4 million in 2023. The decrease is a
result of a decrease in our earnings compared to 2023. 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 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. Based on a favorable tax ruling in Brazil regarding the
taxability of certain state value added tax incentive benefits, the Company recorded a $29.6 million reduction in the provision
for income taxes during the year ended December 31, 2024. Our 2023 income tax provision includes a one-time benefit of
$112.3 million related to the recognition of a deferred tax asset of $197.7 million, net of a valuation allowance of $85.4 million,
related to the finalization of negotiations surrounding the application of Swiss Tax reform legislation enacted in 2020. This
benefit was partially offset by a provision of approximately $26.4 million that we recorded in 2023 associated with our
enrollment in a Brazilian tax amnesty program. Refer to Note 19 of our Consolidated Financial Statements for further
information.
Equity in net earnings of affiliates, which is primarily comprised of income from our AGCO Finance joint ventures,
was $46.4 million in 2024 compared to $68.2 million in 2023. The increase was primarily due to lower earnings in our finance
joint ventures. Refer to Note 10 of our Consolidated Financial Statements for further information.
Net loss attributable to noncontrolling interests was $60.8 million in 2024 compared to $0.1 million in 2023. The net
loss primarily relates to the noncontrolling interests of the PTx Trimble joint venture held by Trimble, which owns a 15%
interest in the joint venture.
Results of Operations - Segment Information
The Company has four operating segments which are also its reportable segments which consist of the Europe/Middle
East (“EME”), North America, South America and Asia/Pacific/Africa (“APA”) regions. The Company’s reportable segments
are geography based and distribute a full range of agricultural machinery and precision agriculture technology. The Company
evaluates segment performance primarily based on income from operations. Sales for each segment are based on the location of
the third-party customer. The Company’s selling, general and administrative expenses and engineering expenses are charged to
each segment based on the region and division where the expenses are incurred. As a result, the components of income from
operations for one segment may not be comparable to another segment.
30
The following table sets forth, for the year ended December 31, 2024, the impact to net sales of currency translation by
geographical segment (in millions, except percentages):
Years Ended
December 31,
Change
Change Due to
Currency Translation
2024
2023
$
%
$
%
EME.................................................................... $
6,812.9
$
7,540.5
$
(727.6)
(9.6)% $
5.6
0.1 %
North America....................................................
2,850.3
3,752.7
(902.4)
(24.0)%
(12.7)
(0.3)%
South America....................................................
1,315.9
2,234.2
(918.3)
(41.1)%
(79.1)
(3.5)%
APA....................................................................
682.8
885.0
(202.2)
(22.8)%
(3.1)
(0.4)%
$ 11,661.9
$ 14,412.4
$ (2,750.5)
(19.1)% $
(89.3)
(0.6)%
EME
Years Ended
December 31,
Change
2024
2023
$
Net Sales............................................................................................................................. $
6,812.9
$
7,540.5
$
(727.6)
Income from Operations.....................................................................................................
925.7
1,100.6
(174.9)
Net sales in EME decreased in 2024 compared to 2023, primarily due to sales volume declines, most significantly in
mid-range and high-horsepower tractors and hay tools. Income from operations decreased by $174.9 million in 2024 compared
to 2023 as a result of lower sales and production volumes, partially offset by decreases in engineering expenses and SG&A
expenses primarily related to lower variable compensation expenses and travel costs.
North America
Years Ended
December 31,
Change
2024
2023
$
Net Sales............................................................................................................................. $
2,850.3
$
3,752.7
$
(902.4)
Income from Operations.....................................................................................................
175.8
459.3
(283.5)
Net sales in North America decreased in 2024 compared to 2023, primarily due to sales volume declines, most
significantly in mid-range and high-horsepower tractors and hay tools. Income from operations decreased by $283.5 million
compared to 2023 as a result of lower sales and production volumes.
South America
Years Ended
December 31,
Change
2024
2023
$
Net Sales............................................................................................................................. $
1,315.9
$
2,234.2
$
(918.3)
Income from Operations.....................................................................................................
104.4
386.4
(282.0)
Net sales decreased in South America in 2024 compared to 2023, primarily due to sales volume declines, most
significantly in tractors, combines and implements and unfavorable foreign currency translation. Income from operations
decreased $282.0 million in 2024 compared to 2023 as a result of lower sales and production volumes and negative pricing
impacts, partially offset by decreases in SG&A expenses primarily related to lower variable compensation expenses.
31
APA
Years Ended
December 31,
Change
2024
2023
$
Net Sales............................................................................................................................. $
682.8
$
885.0
$
(202.2)
Income from Operations.....................................................................................................
32.7
77.3
(44.6)
Net sales decreased in APA in 2024 compared to 2023, primarily due to lower sales volumes of high horse power
tractors and hay tools and lower sales of grain and protein products. Income from operations decreased $44.6 million in 2024
compared to 2023, primarily due to lower sales and production volumes.
2023 Compared to 2022
A comparison of the results of operations for 2023 versus that of 2022 was included in our Annual Report on Form 10-
K for the year ended December 31, 2023.
Outlook
Global industry demand for farm equipment, driven by farm income, is expected to be moderately lower during 2025
in most major markets compared to 2024. Our net sales are expected to moderately decrease in 2025 compared to 2024,
resulting from lower sales volumes, relatively flat pricing as well as unfavorable foreign currency translation. Operating
margins will reflect the impact of lower net sales, lower production volumes, increased cost controls and moderately lower
investments in engineering. Our results will no longer reflect the results of operations for the majority of the Company's G&P
business which was divested on November 1, 2024.
Our outlook is based on current assumptions regarding a number of factors including demand, currency stability,
pricing and market share gains. If our assumptions are incorrect, or other issues arise or return, such as tariffs or a worsening of
our supply chain, our results of operations will be adversely impacted. Refer to “Risk Factors” in Item 1A for further
discussion.
Liquidity and Capital Resources
Our financing requirements are subject to variations due to seasonal changes in inventory and receivable levels.
Internally generated funds are supplemented when necessary from external sources, primarily our credit facilities and accounts
receivable sales agreement facilities, subject to the discussion below with respect to financing of the PTx Trimble joint venture
transaction. Additional information regarding our indebtedness is contained in Note 12 to the Consolidated Financial
Statements contained in Item 8, “Financial Statements and Supplementary Data.” We believe that the facilities and borrowings
listed below, together with available cash and internally generated funds, and assuming customary renewals and replacements,
will be sufficient to support our working capital, capital expenditures and debt service requirements for the foreseeable future
(in millions):
December 31, 2024(1)
Credit Facility, expires 2027......................................................................................................................... $
—
5.450% Senior notes due 2027 .....................................................................................................................
400.0
5.800% Senior notes due 2034 .....................................................................................................................
700.0
0.800% Senior notes due 2028 .....................................................................................................................
622.7
1.002% EIB Senior term loan due 2025.......................................................................................................
259.5
EIB Senior term loan due 2029 ....................................................................................................................
259.5
EIB Senior term loan due 2030 ....................................................................................................................
176.4
Senior term loans due between 2025 and 2028 ............................................................................................
152.0
____________________________________
(1)
The amounts above are gross of debt issuance costs of an aggregate amount of approximately $12.0 million.
32
The Company has a credit facility providing for a $1.25 billion multi-currency unsecured revolving credit facility
(“Credit Facility”) that matures on December 19, 2027. As of December 31, 2024, the Company had no outstanding borrowings
under the revolving credit facility and had the ability to borrow $1,249.9 million.
In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to
€100.0 million (or approximately $103.8 million as of December 31, 2024). The credit facility expires on December 31, 2026.
As of December 31, 2024, the Company had no outstanding borrowings under the revolving credit facility.
On January 25, 2024, the Company entered into an additional multi-currency Finance Contract with the European
Investment Bank (“EIB”) permitting the Company to borrow up to €170.0 million, for which the proceeds will be used in a
similar manner as the EIB Senior Term Loan due 2029. On February 15, 2024, the Company borrowed €170.0 million under
the arrangement. The loan matures on February 15, 2030. As of December 31, 2024, there was €170.0 million (or
approximately $176.4 million) outstanding under the EIB Senior Term Loan due 2030.
On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of the 2027 Notes and
(ii)$700.0 million aggregate principal amount of the 2034 Notes. The Notes are unsecured and unsubordinated indebtedness of
the Company and are guaranteed on a senior unsecured basis, jointly and severally, by certain direct and indirect subsidiaries of
the Company. As of December 31, 2024, the Company had $400.0 million and $700.0 million of borrowings under the 2027
Notes and 2034 Notes, respectively.
The PTx Trimble joint venture transaction closed on April 1, 2024. The Company financed the joint venture
transaction through a combination of the Senior Notes due 2027 and 2034, the Term Loan Facility and the remainder through
other borrowings and cash on hand. The Company had redeemable noncontrolling interests of $300.1 million as of
December 31, 2024 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain
instances, beginning in 2027. Refer to Note 2 of the Consolidated Financial Statements contained in Item 8, “Financial
Statements and Supplementary Data,” for further information.
On November 1, 2024, the Company completed the sale of the majority of the G&P business and received net
proceeds of $630.7 million from the sale. The proceeds from the sale were used to repay the Term Loan Facility and reduce
borrowings under the Credit Facility.
Subsequent to December 31, 2024, on January 24, 2025, the Company repaid €250.0 million (or approximately $262.3
million) upon maturity of the EIB Senior term loan due 2025.
The Company is in compliance with the financial covenants contained in these facilities and expects to continue to
maintain such compliance. 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 12 of the Consolidated Financial Statements
contained in Item 8, “Financial Statements and Supplementary Data,” for additional information regarding our current facilities,
including the financial covenants contained in each debt instrument.
Our debt to capitalization ratio, which is total indebtedness divided by the sum of total indebtedness, excluding short-
term borrowings due within one year, and stockholders’ equity, was 40.6% at December 31, 2024 compared to 23.0% at
December 31, 2023. The increase largely reflects the indebtedness incurred to pay the purchase price attendant to the PTx
Trimble joint venture transaction.
Supplemental Guarantor Financial Information
The 2027 Notes and the 2034 Notes are unsecured and unsubordinated indebtedness of the Company and are
guaranteed on a senior unsecured basis, jointly and severally, by AGCO International Holdings B.V., AGCO International
GmbH and Massey Ferguson Corp., direct and indirect subsidiaries of the Company (collectively, the “Guarantors”). Refer to
Note 12 of our Consolidated Financial Statements for further discussion of these debt obligations.
The following tables present summarized financial information of AGCO Corporation, as the issuer of the 2027 Notes
and the 2034 Notes, and the Guarantors on a combined basis after elimination of intercompany transactions and balances within
the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary. As used herein, “obligor
group” means AGCO Corporation, as the issuer of the debt securities, and the Guarantors on a combined basis. The
summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC
Regulation S-X for the obligor group and is not intended to present the financial position or results of operations of the obligor
group in accordance with generally accepted accounting principles as such principles are in effect in the United States.
33
Balance Sheet Information
(in millions)
As of December 31,
2024
Current assets(a)...........................................................................................................................................
$
4,143.4
Noncurrent assets(b).....................................................................................................................................
1,910.6
Current liabilities(c) .....................................................................................................................................
3,802.8
Noncurrent liabilities(d)...............................................................................................................................
4,214.5
____________________________________
(a)
Includes amounts due from non-guarantor subsidiaries of $2,189.6 million as of December 31, 2024.
(b)
Includes amounts due from non-guarantor subsidiaries of $729.0 million as of December 31, 2024.
(c)
Includes amounts due to non-guarantor subsidiaries of $1,972.8 million as of December 31, 2024.
(d)
Includes amounts due to non-guarantor subsidiaries of $1,706.5 million as of December 31, 2024.
Statement of Operations Information
(in millions)
Year Ended
December 31, 2024
Revenues(a)................................................................................................................................................... $
8,236.7
Income from Operations..............................................................................................................................
112.5
Net loss ........................................................................................................................................................
(492.2)
Net loss attributable to obligor group ..........................................................................................................
(492.2)
____________________________________
(a)
Includes intercompany revenues generated from non-guarantor subsidiaries of $5,487.0 million.
The following tables present summarized financial information of AGCO International GmbH, after elimination of
intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-
guarantor subsidiary.
Balance Sheet Information
(in millions)
As of December 31,
2024
Current assets(a)...........................................................................................................................................
$
3,136.1
Noncurrent assets(b).....................................................................................................................................
991.0
Current liabilities(c) .....................................................................................................................................
2,650.4
Noncurrent liabilities(d)...............................................................................................................................
1,815.9
____________________________________
(a)
Includes amounts due from non-guarantor subsidiaries of $1,895.5 million as of December 31, 2024.
(b)
Includes amounts due from non-guarantor subsidiaries of $729.0 million as of December 31, 2024.
(c)
Includes amounts due to non-guarantor subsidiaries of $1,863.9 million as of December 31, 2024.
(d)
Includes amounts due to non-guarantor subsidiaries of $1,706.5 million as of December 31, 2024.
34
Statement of Operations Information
(in millions)
Year Ended
December 31, 2024
Revenues(a)................................................................................................................................................... $
6,304.7
Income from Operations..............................................................................................................................
854.0
Net income ..................................................................................................................................................
237.2
Net income attributable to obligor group.....................................................................................................
237.2
____________________________________
(a)
Includes intercompany revenues generated from non-guarantor subsidiaries of $5,050.9 million.
Our accounts receivable 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 finance joint ventures. The sales of all
receivables are without recourse to us. We do not service the receivables after the sales occur, and we do not maintain any
direct retained interest in the receivables. These agreements are accounted for as off-balance sheet transactions. The cash
received from receivables sold under the U.S., Canadian, European and Brazilian accounts receivable sales agreements that
remains outstanding as of December 31, 2024 and 2023 was approximately $2.3 billion and $2.5 billion, respectively.
In addition, we sell certain trade receivables under factoring arrangements to other financial institutions around the
world. The cash received from trade receivables sold under factoring arrangements that remain outstanding as of December 31,
2024 and 2023 was approximately $220.5 million and $254.1 million, respectively.
In order to efficiently manage our liquidity, we generally pay vendors in accordance with negotiated terms. To enable
vendors to obtain payment in advance of our payment due dates to them, we have established programs in certain markets with
financial institutions under which the vendors have the option to be paid by the financial institutions earlier than the payment
due dates. Should we not be able to negotiate extended payment terms with our vendors, or should financial institutions 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. As of December 31, 2024 and 2023, the amount
outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled approximately
$50.6 million and $82.7 million, respectively. Refer to Note 11 of the Consolidated Financial Statements contained in Item 8,
“Financial Statements and Supplementary Data,” for further discussion.
Cash Flows
Cash flows provided by operating activities were approximately $689.9 million during 2024 compared to
approximately $1,103.1 million during 2023. The decrease during 2024 compared to 2023 was primarily driven by a decrease
in net income in 2024 compared to 2023.
Our working capital requirements are seasonal, with investments in working capital typically building in the first half
of the year and then reducing in the second half of the year. We had approximately $1,312.0 million in working capital at
December 31, 2024, as compared with $1,997.2 million at December 31, 2023. Inventories as of December 31, 2024 were
approximately $2,731.3 million as compared to $3,440.7 million as of December 31, 2023 primarily due to lower production.
Accounts and notes receivable, net at December 31, 2024 were approximately $337.9 million lower than at December 31, 2023,
primarily due to timing of sales of accounts receivable under our factoring arrangements. Accounts payable and Accrued
expenses as of December 31, 2024 were approximately $828.5 million lower than at December 31, 2023.
Capital expenditures for 2024 were approximately $393.3 million compared to $518.1 million for the same period in
2023.
35
Share Repurchase Program and Dividends
In November 2024, the Company entered into an accelerated share repurchase ("ASR") agreement with a financial
institution to repurchase $22.0 million of shares of its common stock. The Company received approximately 228,969 shares
associated with the completion of this transaction as of December 31, 2024. In November 2023, the Company entered into an
ASR agreement with a financial institution to repurchase $53.0 million of shares of its common stock. The Company received
approximately 371,669 shares associated with this transaction as of December 31, 2023. In January 2024, the Company
received an additional 82,883 shares upon final settlement of its November 2023 ASR agreement. 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 capital” and “Retained earnings” within our Consolidated Balance Sheets. As of
December 31, 2024, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations
was approximately $35.0 million, which has no expiration date. On April 25, 2024, the Company's Board of Directors declared
a special variable dividend of $2.50 per common share that was paid during the second quarter of 2024. During the years ended
December 31, 2024 and 2023, the Company declared and paid cash dividends of $3.66 and $6.10 per common share,
respectively. On January 16, 2025, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per
common share to be paid on March 14, 2025, to all stockholders of record as of the close of business February 14, 2025.
Contractual Obligations and Cash Requirements
Our material cash requirements include the following contractual and other obligations:
Indebtedness – As of December 31, 2024, we had approximately $405.2 million of principal payments due within the
year ending December 31, 2025 related to indebtedness and certain short-term obligations. In addition, future interest payments
of approximately $118.0 million are payable within the next twelve months. Indebtedness amounts reflect the principal amount
of our EIB senior term loans, senior notes, credit facility and certain short-term borrowings, gross of any debt issuance costs.
Our projected amount of interest payments includes assumptions regarding the future fluctuations in interest rates, as well as
borrowings under our revolving credit facility and other variable debt instruments. The amounts provided relate only to existing
debt obligations and do not assume the refinancing or replacement of such debt. Refer to the discussion above and Note 12 of
the Consolidated Financial Statements for additional information regarding our indebtedness.
Finance and operating lease obligations – As of December 31, 2024, we had approximately $0.7 million and
$53.3 million of payments due during the year ending December 31, 2025, related to finance and operating lease obligations,
respectively. Refer to Note 23 of the Consolidated Financial Statements for additional information regarding our lease
obligations.
Unconditional purchase obligations – As of December 31, 2024, we had approximately $114.5 million of outstanding
purchase obligations payable during the year ending December 31, 2025. The Company's unconditional purchase obligations
are primarily payable within 12 months.
Uncertain tax positions – As of December 31, 2024, we had approximately $9.3 million of income tax liabilities
related to uncertain income tax provisions connected with ongoing income tax audits in various jurisdictions that we expect to
pay or settle within the next 12 months. Refer to Note 19 of the Consolidated Financial Statements for additional information
regarding our uncertain tax positions.
Pensions - It is our objective to contribute to the pension plans to ensure adequate funds are available in the plans to
make benefit payments to plan participants and beneficiaries when required. We currently expect that we will contribute
approximately $2.5 million under our non-U.S. defined benefit pension and postretirement plans during the year ending
December 31, 2025. The timing and amounts of future contributions are dependent upon the funding status of the plans, which
is expected to vary as a result of changes in interest rates, returns on underlying assets, and other factors. Refer to Note 20 of
the Consolidated Financial Statements for additional information regarding our pension and postretirement plans.
These obligations comprise a majority of our other short-term and long-term obligations.
36
Commitments and Off-Balance Sheet Arrangements
Guarantees
At December 31, 2024, the Company had outstanding guarantees issued to its Argentine finance joint venture, AGCO
Capital Argentina S.A. (“AGCO Capital”) of approximately $64.0 million. Such guarantees generally obligate the Company to
repay outstanding finance obligations owed to AGCO Capital if end users default on such loans to the extent that, due to non-
credit risk, the end users are not able, or not required, to pay their loans, or are required to pay in a different currency than the
one agreed in their loan. The Company also has obligations to guarantee indebtedness owed to certain of its finance joint
ventures if dealers or end users default on loans. Losses under such guarantees historically have been insignificant. The
Company believes the credit risk associated with these guarantees is not material.
In addition, at December 31, 2024, the Company accrued approximately $12.7 million of outstanding guarantees of
residual values that may be owed to its finance joint ventures in the United States and Canada upon expiration of certain eligible
operating leases between the finance joint ventures and end users. The maximum potential amount of future payments under the
guarantees is approximately $203.2 million.
Other
We sell certain accounts receivable under factoring arrangements to our finance joint ventures and to financial
institutions around the world. We account for the sale of such receivables as off-balance sheet transactions. Our finance joint
ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers. As of December 31, 2024 and
2023, these finance joint ventures had approximately $139.2 million and $211.3 million, respectively, of outstanding accounts
receivable associated with these arrangements. The total finance portfolio in our finance joint ventures was approximately
$14.5 billion and $14.1 billion as of December 31, 2024 and 2023, respectively. The total finance portfolio as of December 31,
2024 and 2023 included approximately $11.3 billion and $10.8 billion, respectively, of retail receivables and $3.2 billion and
$3.3 billion, respectively, of wholesale receivables from AGCO dealers.
Contingencies
During 2017, the Company purchased Precision Planting, which provides precision agricultural technology solutions.
In 2018, Deere & Company (“Deere”) filed separate complaints in the U.S. District Court of Delaware against the Company
and Precision Planting alleging that certain products of those entities infringed certain patents of Deere. The two complaints
subsequently were consolidated into a single case, Case No. 1:18-cv-00827-CFC. In July 2022, the case was tried before a jury,
which determined that the Company and Precision Planting had not infringed the Deere patents. Following customary post-trial
procedures, the Court entered a judgement in the Company’s favor, and Deere appealed the judgment to the U.S. Court of
Appeals for the Federal Circuit. On January 24, 2025, the Court ruled in favor of the Company and Precision Planting. The case
remains subject to the right of Deere to file for a writ of certiorari from the U.S. Supreme Court. The Company has 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.
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 accrue and/or disclose loss contingencies as appropriate.
Refer to Note 22 of our Consolidated Financial Statements for further information.
Related Party Transactions
In the ordinary course of business, we engage in transactions with related parties. See Note 18 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 approximately 140 countries throughout the world. The majority of
37
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.
The Company has a wholly-owned subsidiary in Turkey that distributes agricultural equipment and replacement parts.
On the basis of available data related to inflation indices and as a result of the devaluation of the Turkish lira relative to the
United States dollar, the Turkish economy was determined to be highly inflationary during 2022. A highly inflationary
economy is one where the cumulative inflation rate for the three years preceding the beginning of the reporting period,
including interim reporting periods, is in excess of 100 percent. For subsidiaries operating in highly inflationary economies, the
United States dollar is the functional currency. Remeasurement adjustments for financial statements in highly inflationary
economies and other transactional exchange gains and losses are reported in “Other expense, net” within our Consolidated
Statements of Operations. For the year ended December 31, 2024, the Company's wholly-owned subsidiary in Turkey had net
sales of approximately $412.1 million and total assets of approximately 6.5 billion Turkish lira (or approximately $185.2
million). The monetary assets and liabilities denominated in the Turkish lira were approximately 5.0 billion Turkish lira (or
approximately $140.7 million) and approximately 3.1 billion Turkish lira (or approximately $86.6 million), respectively, as of
December 31, 2024. The monetary assets and liabilities were remeasured into United States dollars based on exchange rates as
of December 31, 2024.
We also are subject to the risk of the imposition of limitations by governments on international transfers of funds. The
Company has a wholly-owned subsidiary in Argentina that assembles and distributes agricultural equipment and replacement
parts. In recent years, the Argentine government has substantially limited the ability of companies to transfer funds out of
Argentina. As a consequence of these limitations, the spread between the official government exchange rate and the exchange
rates resulting implicitly from certain capital market operations, usually effected to obtain United States dollars, had broadened
significantly. Argentina's economy was determined to be highly inflationary during 2018. In December 2023, the central bank
of Argentina adjusted the official foreign currency exchange rate for the Argentine peso, significantly devaluing the currency
relative to the United States dollar. The December 2023 impact of the devaluation and remeasurement of net monetary assets
was approximately $79.9 million. For the year ended December 31, 2024, the Company's wholly-owned subsidiary in
Argentina had net sales of approximately $215.9 million and total assets of approximately 258.3 billion pesos (or approximately
$250.6 million). The monetary assets of the Company's operations in Argentina denominated in pesos at the official
government rate were approximately 122.6 billion pesos (or approximately $118.9 million), inclusive of approximately
68.0 billion pesos (or approximately $65.9 million) in cash and cash equivalents, as of December 31, 2024. The monetary
liabilities of the Company's operations in Argentina denominated in pesos at the official government rate were approximately
16.8 billion pesos (or approximately $16.3 million) as of December 31, 2024. The monetary assets and liabilities were
remeasured into United States dollars based on exchange rates as of December 31, 2024. The Company's finance joint venture
in Argentina, AGCO Capital has net monetary assets denominated in pesos at the official government rate of approximately
6.7 billion pesos (or approximately $6.5 million) as of December 31, 2024. All gains and losses resulting from AGCO Capital's
remeasurement of its monetary asset and liabilities are reported in “Equity in net earnings of affiliates” within our Consolidated
Statements of Operations. If limitations on transfer of funds remain, we may be subject to future losses on the net monetary
assets described above.
We manage our transactional foreign currency exposure by hedging foreign currency cash flow forecasts and
commitments arising from the anticipated settlement of receivables and payables and from future purchases and sales. 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 from time to time. When practical, this translation impact is reduced by financing
local operations with local borrowings. Our hedging policy prohibits use of foreign currency contracts for speculative trading
purposes.
The total notional value of our foreign currency instruments was $4,187.9 million and $3,687.3 million, including
$600.0 million and $300.0 million related to net investment hedges, as of December 31, 2024 and 2023, respectively, inclusive
of both those instruments that are designated and qualified for hedge accounting and non-designated derivative instruments. We
enter into cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by
fluctuations in foreign currency exchange rates, and we enter into 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. Refer to Note 14 of our Consolidated Financial Statements for further information about our
hedging transactions and derivative instruments.
38
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 approximately $23.3 million as of December 31, 2024. Due to the fact that these
instruments are primarily entered into for hedging purposes, the gains or losses on the contracts would largely be offset by
losses and gains on the underlying firm commitment or forecasted transaction. The gains and losses on the Company’s net
investment in the designated foreign operations driven by changes in foreign exchange rates would largely be offset by
movements in the fair value of the cross currency swap contracts or foreign currency denominated debt.
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 floating rate and fixed rate debt. From time to time, we enter into interest rate swap agreements to
manage our exposure to interest rate fluctuations. See Notes 12 and 14 of our Consolidated Financial Statements for additional
information.
Based on our floating rate debt and our accounts receivable sales facilities outstanding at December 31, 2024, a 10%
increase in interest rates would have increased collectively, “Interest expense, net” and “Other expense, net” for the year ended
December 31, 2024, by approximately $12.8 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 impact our financial position and future results of operations.
Discount and Sales Incentive Allowances
We provide various volume bonus and sales incentive programs with respect to our products. These sales incentive
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 receivable (which is generally at the time of retail sale), at the
time of retail financing, at the time of warranty 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 accruals are made on a product or product-line basis and are monitored for adequacy and revised at least
quarterly in the event of subsequent modifications to the programs. Interest rate subsidy payments, which are a reduction in
retail financing 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 adjusted based on
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 fact that we do not receive a distinct good or service in exchange for the
consideration provided. In the United States and Canada, reserves for incentive programs related to accounts receivable not
sold to our U.S. and Canadian finance joint ventures are recorded as “Accounts receivable allowances” within our Consolidated
Balance Sheets due to the fact that the incentives are paid through a reduction of future cash settlement of the receivable.
39
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.
At December 31, 2024, we had recorded an allowance for discounts and sales incentives of approximately
$1,018.8 million that will be paid either through a reduction of future cash settlements of receivables and through credit memos
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 $37.0 million as of December 31, 2024. 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 $37.0 million as of
December 31, 2024.
Deferred Income Taxes and Uncertain Income Tax Positions
We recorded an income tax provision of $98.4 million in 2024 compared to $230.4 million in 2023 and $296.6 million
in 2022. 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 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. The provision for income taxes involves a significant amount of management judgment regarding interpretation
of relevant facts and laws in the jurisdictions in which we operate. Future changes in applicable laws, projected levels of taxable
income, and tax planning could change the effective tax rate and tax balances recorded by us. In addition, tax authorities
periodically review income tax returns filed by us and can raise issues regarding our filing positions, timing and amount of
income or deductions, and the allocation of income among the jurisdictions in which we operate. A significant period of time
may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with
respect to that return. We believe that we have adequately provided for any reasonably foreseeable resolution of these matters.
At December 31, 2024 and 2023, we had gross deferred tax assets of $651.5 million and $634.2 million, respectively,
including $30.3 million and $42.1 million, respectively, related to net operating loss carryforwards. We maintain a valuation
allowance to reserve a portion of our net deferred tax assets in the U.S. and certain foreign 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. At
December 31, 2024 and 2023, we had total valuation allowances as an offset to our gross deferred tax assets of $147.2 million
and $149.8 million, respectively. These valuation allowances are held against deferred tax assets (including net operating loss
carryforwards and certain other tax attributes) in the U.S and certain foreign jurisdictions. Realization of the remaining deferred
tax assets as of December 31, 2024 depends on generating sufficient taxable income in future periods, net of reversing deferred
tax liabilities. We believe it is more likely than not that the remaining net deferred tax assets should be able 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, 2024 and 2023, we had approximately $387.4 million and $351.2 million, respectively, of gross unrecognized
tax benefits, all of which would impact our effective tax rate if recognized. As of December 31, 2024 and 2023, we had
approximately $9.3 million and $9.9 million, respectively, of current accrued 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. At
December 31, 2024 and 2023, the Company had approximately $378.4 million and $344.2 million, respectively, of accrued
taxes reflected in “Other noncurrent liabilities” in the Company’s Consolidated Balance Sheets. We recognize interest and
penalties related to uncertain income tax positions in income tax expense. As of December 31, 2024 and 2023, we had accrued
interest and penalties related to unrecognized tax benefits of approximately $30.9 million and $27.9 million, respectively. Refer
to Note 19 of our Consolidated Financial Statements for further discussion of our uncertain income tax positions.
Pensions
We sponsor defined qualified benefit pension plans covering certain employees, principally in the United Kingdom,
Germany, Switzerland, Finland, France, Norway and Argentina.
In the United States, we maintain an unfunded, nonqualified defined benefit pension plan for certain senior executives,
which is our Executive Nonqualified Pension Plan (“ENPP”). The ENPP is closed to new entrants and, as of December 31,
2024, future benefit accruals have been frozen.
40
The Company merged its U.S. qualified defined benefit pension plans for hourly and salaried employees into one plan
(the “Plan”) on December 31, 2023 and finalized the termination of the Plan in 2024. In connection with the termination
process, the Company offered a lump sum benefit payout option to Plan participants, and the remaining assets of the Plan were
used to purchase a group annuity contract that transferred the remaining plan liabilities to an insurance carrier. The termination
process was finalized by December 31, 2024 and the settlement resulted in the recognition of approximately $18.5 million
within “Other expense, net” within the Company's Consolidated Statements of Operations.
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.
Refer to Note 20 of our Consolidated Financial Statements for additional information regarding costs and assumptions
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 pension payments to all plan
participants, taking into consideration the likelihood of potential future events such as salary increases and demographic
experience. These assumptions may have an effect on the amount and timing of future contributions.
Assumptions and Approach Used. The assumptions used in developing the required estimates include, but are not
limited to, the following key factors:
• Discount rates
• Inflation
• Salary growth
• Expected return on plan assets
• Retirement rates and ages
• Mortality rates
For the years ended December 31, 2024 and 2023, 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 applied 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.
The other key assumptions and methods were set as follows:
•
The 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 return on plan asset assumptions reflects asset allocations, investment strategy, historical experience and
the views of investment managers, and reflects a projection of the expected arithmetic returns over ten years.
•
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 were updated during 2024 to reflect the latest expected
improvements in the life expectancy of the plan participants. The mortality rates for the U.S. ENPP were unchanged
from 2021, which reflected the Society of Actuaries’ most recent findings on the topic of mortality.
•
The fair value of assets used to determine the expected return on assets does not reflect any delayed recognition of
asset gains and losses.
The effects of actual results differing from our assumptions are accumulated and amortized over future periods and,
therefore, generally affect our recognized expense in such periods.
41
Our U.S. ENPP and U.K. defined benefit pension plans comprise approximately 83.2% of our consolidated projected
benefit obligation as of December 31, 2024. The effects of a 25 basis point change in certain actuarial assumptions on the 2024
net annual pension and ENPP costs and related benefit obligations as of December 31, 2024 would be as follows:
Year-end Benefit Obligation
2024 Net Annual Pension Cost
25 basis point
increase
25 basis point
decrease
25 basis point
increase
25 basis point
decrease
Discount rate:
U.S. ENPP ......................................................................... $
(1.9) $
2.0
$
0.1
$
(0.1)
U.K. defined benefit pension plans....................................
(8.8)
9.1
0.4
(0.4)
2024 Net Annual Pension Cost
25 basis point
increase
25 basis point
decrease
Long-term rate of return on plan assets:
U.S. ENPP(1) ................................................................................................................................ $
—
$
—
U.K. defined benefit pension plans.............................................................................................
(1.1)
1.1
___________________________________
(1)
The U.S. ENPP is an unfunded plan.
Unrecognized actuarial net losses related to our defined benefit pension plans and ENPP were $256.7 million as of
December 31, 2024 compared to $280.2 million as of December 31, 2023. The decrease in unrecognized net actuarial losses
between years is primarily due to the termination of the U.S. qualified defined benefits plan, as well as the total net impact of
the changes in the assumptions, specifically the increase in the discount rate. The unrecognized net actuarial losses will be
impacted in future periods by actual asset returns, discount rate changes, currency exchange rate fluctuations, actual
demographic experience and certain other factors. For some of our defined benefit pension plans, these losses, to the extent they
exceed 10% of the greater of the plan’s liabilities or the fair value of assets (“the gain/loss corridor”), will be amortized on a
straight-line basis over the periods discussed as follows. For our U.K. defined benefit pension plan, 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, 2024, the average amortization periods were
as follows:
ENPP
U.K. Plan
Average amortization period of losses related to defined benefit pension plans.....................
6 years
16 years
Unrecognized prior service cost related to our defined benefit pension plans was $29.8 million as of December 31,
2024 compared to $31.4 million as of December 31, 2023.
As of December 31, 2024, our unfunded or underfunded obligations related to our defined benefit pension plans and
ENPP were approximately $56.0 million, primarily related to our defined benefit pension plans in Europe. In 2024, we
contributed approximately $26.9 million towards those obligations, and we expect to fund approximately $14.5 million in 2025.
Future funding is dependent upon compliance 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.
Refer to Note 20 of our Consolidated Financial Statements for more information regarding the investment strategy and
concentration of risk.
Goodwill, Other Intangible Assets and Long-Lived Assets
Goodwill
We have significant goodwill on our balance sheet related to historical acquisitions and the PTx Trimble joint venture
transaction in 2024, which we accounted for using the acquisition method of accounting. We test goodwill for impairment, at
42
the reporting unit level, annually as of October 1st or more frequently when events or circumstances indicate that the fair value
of a reporting unit is more likely than not less than 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 reportable segments are not our
reporting units. The goodwill arising from the PTx Trimble joint venture has been assigned to four new reporting units within
our North America, South America, Europe/Middle East and Asia/Pacific/Africa operating segments.
Goodwill is evaluated for impairment using a qualitative assessment or a quantitative assessment. If we elect to
perform a qualitative assessment and determine the fair 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 quantitative assessment, we
compare the fair value of each reporting unit to its respective carrying value of net assets, 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.
For the quantitative impairment assessment, we may utilize one or a combination of valuation techniques. We use a
discounted cash flow model (income approach) whereby the present value of future expected operating net cash flows are
calculated using a discount rate; and a guideline public company method (market approach), whereby EBITDA and/or revenue
multiples are derived from the market prices of stocks of companies that are engaged in the same or similar lines of business
and that are actively traded on a free and open market.
We make various assumptions, including assumptions regarding future cash flows, growth rates, discount rates, and
market multiples in our assessment of the impairment of goodwill. The assumptions about future cash flows and growth rates
are based on the current and long-term business plans of the reporting unit and country specific agricultural industry and
economic growth projections. Future cash flows and growth rates are dependent upon the agricultural industry and other factors
that could adversely affect the agricultural industry, including but not limited to, declines in the general economy, increases in
farm input costs, weather conditions, lower commodity prices and changes in the availability of credit. Discount rate
assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit. These assumptions
require significant judgments on our part, and the conclusions that we reach could vary significantly based on these judgments.
The annual impairment tests completed as of October 1, 2024 indicated the fair value of each of the Company's
reporting units was above its respective carrying value except for the PTx Trimble North America reporting unit, which is part
of the North America operating segment. Based on the results of the impairment test, the Company recorded an impairment
charge of $351.0 million. The Company completed the PTx Trimble joint venture transaction on April 1, 2024. Since that date,
the near-term outlook of the reporting unit has deteriorated driven by weak industry demand and lower market penetration.
These conditions led to downward revisions of the Company's forecasts of earnings which resulted in the impairment charge.
We estimated the fair value of the PTx North America reporting unit using an income approach. The most critical assumptions
used in the calculation of the fair value of the reporting unit were the forecasted revenue growth and the discount rate. If we
increased the discount rate used to estimate the fair value of the PTx Trimble North America reporting unit by 1.0 percent, the
impairment charge would increase by $130.0 million, and if we decreased the discount rate by 1.0 percent, the impairment
charge would decrease by $159.0 million. Additionally, the Company's PTx Trimble Europe/Middle East reporting unit
impairment test resulted in headroom of approximately 21.0 percent. An increase in the discount rate of 1.0 percent would
decrease the headroom to 6.0 percent while a decrease in the discount rate of 1.0 percent would increase the headroom to 40.0
percent.
As of December 31, 2024, we had approximately $1,820.4 million of goodwill. While our annual impairment testing in
2024 now supports the carrying amount of this goodwill, we may be required to re-evaluate the carrying amount in future
periods, thus utilizing different assumptions that reflect the then current market conditions and expectations, and, therefore, we
could conclude that an impairment has occurred. Additionally, as the carrying value of the PTx Trimble North America
reporting unit approximates its fair value following the impairment charge, the PTx Trimble North America reporting unit is
considered at risk of future impairment. If our assumptions are not realized, or if there are future changes in any of the
assumptions due to a change in economic conditions or otherwise, it is possible that a further impairment charge may need to be
recorded in the future.
43
Long-lived assets
We review our long-lived assets, which include intangible assets subject 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
recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group. If we
determine that the carrying amount of an asset or asset group is not recoverable based on the expected undiscounted future cash
flows of the asset or asset group, an impairment 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 or depreciation periods assigned to our
long-lived 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.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
The Quantitative and Qualitative Disclosures about Market Risk information required by this Item set forth under the
captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Foreign Currency Risk
Management” and “Interest Rate Risk” under Item 7 of this Form 10-K are incorporated herein by reference.
44
Item 8.
Financial Statements and Supplementary Data
The following Consolidated Financial Statements of AGCO Corporation for each of the years in the three-year period
ended December 31, 2024 are included in this Item:
Page
Report of Independent Registered Public Accounting Firm (Firm ID: 185)
46
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
49
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
50
Consolidated Balance Sheets as of December 31, 2024 and 2023
51
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022
52
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
53
Notes to Consolidated Financial Statements
54
45
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
AGCO Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of AGCO Corporation and subsidiaries (the Company) as of
December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’
equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes
(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 24, 2025 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Basis for Opinion
These consolidated financial 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 rules 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 perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to 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 financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matters
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 financial statements and (2) involved our especially challenging, subjective, or
complex judgements. 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
regions
As discussed in Note 1 to the consolidated financial statements, the Company provides various volume discount and
sales incentive programs with respect to its products. As of December 31, 2024, the Company had accrued volume
discounts and sales incentives of approximately $961.1 million and an allowance for sales incentive discounts of
approximately $57.8 million. Sales incentive programs include reductions in invoice prices, reductions in retail financial
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.
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 assumptions which had a
higher degree of measurement uncertainty. Significant assumptions included estimated incentive rates, which were the
46
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 for volume
discount and sales incentive process, including controls related to the development of the significant assumptions. For
certain volume discount and sales incentive programs, we compared the program details to dealer communications and
the significant assumptions to historical results for similar programs. We assessed the Company’s historical ability to
estimate significant assumptions 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.
Assessment of gross unrecognized income tax benefits in certain jurisdictions
As discussed in Note 19 to the consolidated financial statements, the Company has recorded a liability for gross
unrecognized income tax benefits of approximately $387.4 million as of December 31, 2024. 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 affect the recognition or
measurement of income tax benefits from uncertain tax positions and the interpretation and application of tax laws. We
involved tax professionals with specialized skills and knowledge, who assisted in:
•
inspecting correspondence and assessments from the taxing authorities
•
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 a certain reporting unit
As discussed in Note 1 to the consolidated financial statements, the Company evaluates goodwill for impairment
annually as of October 1 and when events or circumstances indicate that fair value of a reporting unit may be below its
carrying value. As of December 31, 2024, the Company has $1,820.4 million of goodwill. The Company performs its
goodwill impairment analyses using either a qualitative or a quantitative assessment. The fair values of the reporting
units are determined 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 value of a certain reporting
unit was less than the carrying value and therefore recorded a goodwill impairment of $351.0 million for this reporting
unit.
We identified the assessment of the Company's goodwill impairment testing for a certain reporting unit as a critical audit
matter. A high degree of subjective auditor judgment was required to evaluate the fair value of the reporting unit. Certain
significant assumptions used to determine fair value of the reporting unit, including forecasted revenue growth and
discount rate assumptions, had limited observable market information. The determined fair value was sensitive to
changes in these significant assumptions.
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 goodwill impairment process,
including controls over the significant assumptions. We compared the Company’s forecasted revenue growth
assumptions used in the valuation model against underlying business strategies, growth plans, and industry data. We
compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to forecast. In
addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:
•
evaluating the Company’s discount rate by comparing it to a range of discount rates independently developed using
publicly available market data of guideline companies
47
•
performing sensitivity analyses over the forecasted revenue growth assumptions to assess the impact of changes on
the Company's fair value determination
•
recomputing the estimate of fair value for the reporting unit 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 24, 2025
48
AGCO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
Years Ended December 31,
2024
2023
2022
Net sales ...................................................................................................................... $
11,661.9
$
14,412.4
$
12,651.4
Cost of goods sold.......................................................................................................
8,762.8
10,635.0
9,650.1
Gross profit...............................................................................................................
2,899.1
3,777.4
3,001.3
Operating expenses:
Selling, general and administrative expenses ...........................................................
1,397.7
1,454.5
1,189.5
Engineering expenses................................................................................................
493.0
548.8
444.2
Amortization of intangibles ......................................................................................
81.0
57.7
60.1
Impairment charges...................................................................................................
369.5
4.1
36.0
Restructuring and business optimization expenses...................................................
172.7
11.9
6.1
Loss on sale of business............................................................................................
507.3
—
—
Income (loss) from operations.....................................................................................
(122.1)
1,700.4
1,265.4
Interest expense, net..................................................................................................
93.0
4.6
13.0
Other expense, net.....................................................................................................
218.5
362.3
145.2
Income (loss) before income taxes and equity in net earnings of affiliates ................
(433.6)
1,333.5
1,107.2
Income tax provision.................................................................................................
98.4
230.4
296.6
Income (loss) before equity in net earnings of affiliates.............................................
(532.0)
1,103.1
810.6
Equity in net earnings of affiliates............................................................................
46.4
68.2
64.1
Net income (loss).........................................................................................................
(485.6)
1,171.3
874.7
Net loss attributable to noncontrolling interests..........................................................
60.8
0.1
14.9
Net income (loss) attributable to AGCO Corporation................................................. $
(424.8) $
1,171.4
$
889.6
Net income (loss) per common share attributable to AGCO Corporation:
Basic ......................................................................................................................... $
(5.69) $
15.66
$
11.92
Diluted ...................................................................................................................... $
(5.69) $
15.63
$
11.87
Cash dividends declared and paid per common share................................................. $
3.66
$
6.10
$
5.40
Weighted average number of common and common equivalent shares outstanding:
Basic .........................................................................................................................
74.6
74.8
74.6
Diluted ......................................................................................................................
74.7
74.9
74.9
See accompanying notes to Consolidated Financial Statements.
49
AGCO CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Years Ended December 31,
2024
2023
2022
Net income (loss) ......................................................................................................... $
(485.6) $
1,171.3
$
874.7
Other comprehensive income (loss):
Defined pension and postretirement benefit plans, net of tax:
Prior service cost arising during the year ...........................................................
(0.9)
—
(19.1)
Net loss (gain) recognized due to settlement......................................................
14.0
0.4
(0.4)
Net actuarial (loss) gain arising during the year.................................................
(2.2)
(16.1)
12.3
Amortization of prior service cost......................................................................
1.1
1.3
—
Amortization of net actuarial losses ...................................................................
7.8
7.0
6.4
Deferred gains and losses on derivatives, net of tax:
Net changes in fair value of derivatives .............................................................
3.4
(8.9)
(14.6)
Net losses reclassified from accumulated other comprehensive loss into
income ...........................................................................................................
6.3
9.0
14.1
Foreign currency translation adjustments ...............................................................
(226.6)
102.3
(30.0)
Other comprehensive income (loss).............................................................................
(197.1)
95.0
(31.3)
Comprehensive income (loss)......................................................................................
(682.7)
1,266.3
843.4
Comprehensive loss attributable to noncontrolling interests.......................................
63.1
0.1
14.0
Comprehensive income (loss) attributable to AGCO Corporation.............................. $
(619.6) $
1,266.4
$
857.4
See accompanying notes to Consolidated Financial Statements.
50
AGCO CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)
December 31, 2024
December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents..................................................................................... $
612.7
$
595.5
Accounts and notes receivable, net.......................................................................
1,267.4
1,605.3
Inventories, net......................................................................................................
2,731.3
3,440.7
Other current assets...............................................................................................
526.6
699.3
Total current assets...........................................................................................
5,138.0
6,340.8
Property, plant and equipment, net..........................................................................
1,818.6
1,920.9
Right-of-use lease assets..........................................................................................
168.9
176.2
Investments in affiliates...........................................................................................
519.6
512.7
Deferred tax assets...................................................................................................
561.0
481.6
Other assets..............................................................................................................
435.2
346.8
Intangible assets, net................................................................................................
728.9
308.8
Goodwill ..................................................................................................................
1,820.4
1,333.4
Total assets ....................................................................................................... $
11,190.6
$
11,421.2
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Borrowings due within one year ........................................................................... $
415.2
$
15.0
Accounts payable ..................................................................................................
813.0
1,207.3
Accrued expenses..................................................................................................
2,469.6
2,903.8
Other current liabilities .........................................................................................
128.2
217.5
Total current liabilities......................................................................................
3,826.0
4,343.6
Long-term debt, less current portion and debt issuance costs .................................
2,233.3
1,377.2
Operating lease liabilities.........................................................................................
127.5
134.4
Pension and postretirement health care benefits......................................................
155.6
170.5
Deferred tax liabilities .............................................................................................
125.0
122.6
Other noncurrent liabilities......................................................................................
680.3
616.1
Total liabilities..................................................................................................
7,147.7
6,764.4
Commitments and contingencies (Note 22)
Redeemable noncontrolling interests.......................................................................
300.1
—
Stockholders’ Equity:
AGCO Corporation stockholders’ equity:
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued
or outstanding in 2024 and 2023...........................................................................
—
—
Common stock; $0.01 par value, 150,000,000 shares authorized, 74,420,952
and 74,517,973 shares issued and outstanding at December 31, 2024 and 2023,
respectively ...........................................................................................................
0.7
0.7
Additional paid-in capital......................................................................................
—
4.1
Retained earnings..................................................................................................
5,645.0
6,360.0
Accumulated other comprehensive loss................................................................
(1,902.9)
(1,708.1)
Total AGCO Corporation stockholders’ equity................................................
3,742.8
4,656.7
Noncontrolling interests........................................................................................
—
0.1
Total stockholders’ equity ................................................................................
3,742.8
4,656.8
Total liabilities, noncontrolling redeemable interests and stockholders’ equity...... $
11,190.6
$
11,421.2
See accompanying notes to Consolidated Financial Statements.
51
AGCO CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except share amounts)
Additional
Paid-in
Capital
Retained
Earnings
Noncontrolling
Interests
Total
Stockholders’
Equity
Common Stock
Accumulated
Other
Comprehensive
Loss
Redeemable
Noncontrolling
Interests
Shares
Amount
Balance, December 31, 2021 ................................................................
$
—
74,441,312
$
0.7
$
3.9
$
5,182.2
$
(1,770.9)
$
27.9
$
3,443.8
Net income (loss)..............................................................................
—
—
—
—
889.6
—
(14.9)
874.7
Payment of dividends to stockholders..............................................
—
—
—
—
(404.3)
—
—
(404.3)
Issuance of non-employee director restricted stock .........................
—
10,301
—
1.5
—
—
—
1.5
Issuance of stock awards..................................................................
—
250,719
—
(6.5)
(12.9)
—
—
(19.4)
SSARs exercised ..............................................................................
—
12,307
—
(1.2)
—
—
—
(1.2)
Stock compensation..........................................................................
—
—
—
32.5
—
—
—
32.5
Distribution to noncontrolling interest .............................................
—
—
—
—
—
—
(13.8)
(13.8)
Investment by noncontrolling interests ............................................
—
—
—
—
—
—
0.1
0.1
Purchases and retirement of common stock.....................................
—
(113,824)
—
—
—
—
—
—
Defined benefit pension and postretirement plans, net of tax ..........
—
—
—
—
—
(0.8)
—
(0.8)
Deferred gains and losses on derivatives, net of tax ........................
—
—
—
—
—
(0.5)
—
(0.5)
Change in cumulative translation adjustment...................................
—
—
—
—
—
(30.9)
0.9
(30.0)
Balance, December 31, 2022 ................................................................
—
74,600,815
0.7
30.2
5,654.6
(1,803.1)
0.2
3,882.6
Net income (loss)..............................................................................
—
—
—
—
1,171.4
—
(0.1)
1,171.3
Adoption of ASU 2016-13 by finance joint ventures.......................
—
—
—
—
(5.5)
—
—
(5.5)
Payment of dividends to stockholders..............................................
—
—
—
—
(457.4)
—
—
(457.4)
Issuance of non-employee director restricted stock .........................
—
10,524
—
1.5
—
—
—
1.5
Issuance of stock awards..................................................................
—
256,709
—
(20.5)
—
—
—
(20.5)
SSARs exercised ..............................................................................
—
21,594
—
(2.1)
—
—
—
(2.1)
Stock compensation..........................................................................
—
—
—
44.9
—
—
—
44.9
Purchases and retirement of common stock.....................................
—
(371,669)
—
(49.9)
(3.1)
—
—
(53.0)
Defined pension and postretirement benefit plans, net of tax ..........
—
—
—
—
—
(7.4)
—
(7.4)
Deferred gains and losses on derivatives, net of tax ........................
—
—
—
—
—
0.1
—
0.1
Change in cumulative translation adjustment...................................
—
—
—
—
—
102.3
—
102.3
Balance, December 31, 2023 ................................................................
—
74,517,973
0.7
4.1
6,360.0
(1,708.1)
0.1
4,656.8
Net income (loss)..............................................................................
(60.8)
—
—
—
(424.8)
—
—
(424.8)
Payment of dividends to stockholders..............................................
—
—
—
—
(273.1)
—
—
(273.1)
Issuance of non-employee director restricted stock .........................
—
12,842
—
1.7
—
—
—
1.7
Issuance of stock awards..................................................................
—
198,601
—
(13.5)
(0.5)
—
—
(14.0)
SSARs exercised ..............................................................................
—
3,388
—
(0.2)
—
—
—
(0.2)
Stock compensation..........................................................................
—
—
—
10.2
—
—
—
10.2
Purchases and retirement of common stock.....................................
—
(311,852)
—
(5.4)
(16.6)
—
—
(22.0)
Sale of minority interest ...................................................................
—
—
—
—
—
—
(0.1)
(0.1)
Equity transaction associated with JCA noncontrolling interest......
—
—
—
3.1
—
—
—
3.1
Initial fair value of redeemable noncontrolling interests..................
355.1
—
—
—
—
—
—
—
Investment by redeemable noncontrolling interest...........................
8.1
—
—
—
—
—
—
—
Defined pension and postretirement benefit plans, net of tax ..........
—
—
—
—
—
19.8
—
19.8
Deferred gains and losses on derivatives, net of tax ........................
—
—
—
—
—
9.7
—
9.7
Change in cumulative translation adjustment...................................
(2.3)
—
—
—
—
(224.3)
—
(224.3)
Balance, December 31, 2024 ................................................................
$
300.1
74,420,952
$
0.7
$
—
$
5,645.0
$
(1,902.9)
$
—
$
3,742.8
See accompanying notes to Consolidated Financial Statements.
52
AGCO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net income (loss) ....................................................................................................... $
(485.6) $
1,171.3
$
874.7
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation...........................................................................................................
251.2
230.4
209.5
Impairment charges ...............................................................................................
369.5
4.1
36.0
Amortization of intangibles...................................................................................
81.0
57.7
60.1
Stock compensation expense.................................................................................
18.4
46.4
34.0
Loss on sale of business.........................................................................................
507.3
—
—
U.S. pension plan termination and settlement .......................................................
18.5
—
—
Equity in net earnings of affiliates, net of cash received.......................................
(29.4)
(36.4)
(40.8)
Deferred income tax benefit ..................................................................................
(102.7)
(264.4)
(58.0)
Other ......................................................................................................................
32.2
6.7
16.2
Changes in operating assets and liabilities: ...........................................................
Accounts and notes receivable, net ...................................................................
59.1
(443.8)
(306.1)
Inventories, net..................................................................................................
308.8
(164.4)
(668.3)
Other current and noncurrent assets..................................................................
(36.7)
(243.0)
20.1
Accounts payable ..............................................................................................
(224.9)
(191.6)
322.1
Accrued expenses..............................................................................................
(190.2)
566.5
282.7
Other current and noncurrent liabilities ............................................................
113.4
363.6
56.0
Total adjustments............................................................................................
1,175.5
(68.2)
(36.5)
Net cash provided by operating activities.......................................................
689.9
1,103.1
838.2
Cash flows from investing activities:
Purchases of property, plant and equipment ..............................................................
(393.3)
(518.1)
(388.3)
Proceeds from sale of property, plant and equipment................................................
2.1
11.8
2.6
Purchase of businesses, net of cash acquired.............................................................
(1,903.7)
(9.8)
(111.3)
Proceeds from sale of business...................................................................................
630.7
—
—
Sale of, distributions from (investments in) unconsolidated affiliates, net................
(7.4)
(21.6)
4.0
Proceeds from cross currency swap contract .............................................................
22.6
—
—
Other...........................................................................................................................
(1.4)
(8.0)
(3.8)
Net cash used in investing activities...............................................................
(1,650.4)
(545.7)
(496.8)
Cash flows from financing activities:
Proceeds from indebtedness.......................................................................................
1,875.7
329.8
410.5
Repayments of indebtedness......................................................................................
(513.4)
(458.6)
(377.5)
Purchases and retirement of common stock...............................................................
(22.0)
(53.0)
—
Payment of dividends to stockholders........................................................................
(273.1)
(457.4)
(404.3)
Payment of minimum tax withholdings on stock compensation................................
(14.1)
(21.6)
(20.6)
Payment of debt issuance costs..................................................................................
(15.7)
(10.9)
(3.6)
Investments by (distributions to) noncontrolling interests, net..................................
8.1
—
(11.5)
Net cash provided by (used in) financing activities .......................................
1,045.5
(671.7)
(407.0)
Effect of exchange rate changes on cash, cash equivalents and restricted cash ...........
(67.8)
(79.7)
(34.0)
Increase (decrease) in cash, cash equivalents and restricted cash.................................
17.2
(194.0)
(99.6)
Cash, cash equivalents and restricted cash, beginning of year .....................................
595.5
789.5
889.1
Cash, cash equivalents and restricted cash, end of year ............................................... $
612.7
$
595.5
$
789.5
See accompanying notes to Consolidated Financial Statements.
53
1.
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
AGCO Corporation (“AGCO” or the “Company”) is a global leader in the design, manufacture and distribution of
agricultural machinery and precision agriculture technology. The Company delivers value to farmers and Original Equipment
Manufacturer (“OEM”) customers through our differentiated brand portfolio including leading brands Fendt®, Massey
Ferguson®, PTx and Valtra®. The Company's full line of equipment, smart farming solutions and services helps farmers
sustainably feed our world. The Company distributes most of its products through a combination of approximately
2,700 independent dealers and distributors. The Company also utilizes associates and licensees to provide a distribution
channel for its products. In addition, the Company provides retail and wholesale financing through its finance joint ventures
with Coöperatieve Rabobank U.A., which together with its affiliates, the Company refers to as “Rabobank.”
Basis of Presentation and Consolidation
The Company’s Consolidated Financial Statements represent the consolidation of all wholly-owned companies,
majority-owned companies and joint ventures in which the Company has been determined to be the primary beneficiary. The
Company consolidates a variable interest entity (“VIE”) if the Company determines it is the primary beneficiary. The primary
beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the entity’s
economic performance and the obligation to absorb losses or the right to receive benefits that potentially could be significant to
the VIE. The Company also consolidates all entities that are not considered VIEs if it is determined that the Company has a
controlling voting interest to direct the activities that most significantly impact the joint venture or entity. For consolidated
entities where our ownership interest is less than 100%, noncontrolling ownership interests are reported in our Consolidated
Balance Sheets. The noncontrolling ownership interest is reported in our net income (loss), net of taxes, and is classified as
“Net loss attributable to noncontrolling interests” in our Consolidated Statements of Operations. The Company records
investments in affiliate companies using the equity method of accounting when it has significant influence. All significant
intercompany balances and transactions have been eliminated in the Consolidated Financial Statements. Certain prior-period
amounts have been reclassified in the accompanying Consolidated Financial Statements and Notes thereto in order to conform
to the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”)
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. The estimates made by management primarily
relate to accounts and notes receivable, inventories, deferred income tax valuation allowances, uncertain tax positions, goodwill
and other identifiable intangible assets, certain accrued liabilities, principally relating to reserves for volume discounts and sales
incentives, warranty obligations, product liability and pension and postretirement benefits.
Foreign Currency Translation
The financial statements of the Company’s foreign subsidiaries are translated into United States currency in
accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters.” Assets and liabilities are
translated to United States dollars at period-end exchange rates. Income and expense items are translated at average rates of
exchange prevailing during the period. Translation adjustments are included in “Accumulated other comprehensive loss” in
stockholders’ equity within the Company’s Consolidated Balance Sheets. Gains and losses, which result from foreign currency
transactions, are included in the accompanying Consolidated Statements of Operations.
The Company has a wholly-owned subsidiary in Turkey that distributes agricultural equipment and replacement parts.
On the basis of available data related to inflation indices and as a result of the devaluation of the Turkish lira relative to the
United States dollar, the Turkish economy was determined to be highly inflationary during 2022. A highly inflationary
economy is one where the cumulative inflation rate for the three years preceding the beginning of the reporting period,
including interim reporting periods, is in excess of 100 percent. For subsidiaries operating in highly inflationary economies, the
United States dollar is the functional currency. Remeasurement adjustments for financial statements in highly inflationary
economies and other transactional exchange gains and losses are reported in “Other expense, net” within the Company's
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
54
Consolidated Statements of Operations. For the year ended December 31, 2024, the Company's wholly-owned subsidiary in
Turkey had net sales of approximately $412.1 million and total assets of approximately 6.5 billion Turkish lira (or
approximately $185.2 million). The monetary assets and liabilities denominated in the Turkish lira were approximately
5.0 billion Turkish lira (or approximately $140.7 million) and approximately 3.1 billion Turkish lira (or approximately
$86.6 million), respectively, as of December 31, 2024. The monetary assets and liabilities were remeasured into United States
dollars based on exchange rates as of December 31, 2024.
The Company has a wholly-owned subsidiary in Argentina that assembles and distributes agricultural equipment and
replacement parts. In recent years, the Argentine government has substantially limited the ability of companies to transfer funds
out of Argentina. As a consequence of these limitations, the spread between the official government exchange rate and the
exchange rates resulting implicitly from certain capital market operations, usually effected to obtain United States dollars, had
broadened significantly. Argentina's economy was determined to be highly inflationary during 2018. In December 2023, the
central bank of Argentina adjusted the official foreign currency exchange rate for the Argentine peso, significantly devaluing
the currency relative to the United States dollar. The Company has a wholly-owned subsidiary in Argentina that assembles and
distributes agricultural equipment and replacement parts. For the year ended December 31, 2024, the Company's wholly-owned
subsidiary in Argentina had net sales of approximately $215.9 million and total assets of approximately 258.3 billion pesos (or
approximately $250.6 million). The monetary assets of the Company's operations in Argentina denominated in pesos at the
official government rate were approximately 122.6 billion pesos (or approximately $118.9 million), inclusive of approximately
68.0 billion pesos (or approximately $65.9 million) in cash and cash equivalents, as of December 31, 2024. The monetary
liabilities of the Company's operations in Argentina denominated in pesos at the official government rate were approximately
16.8 billion pesos (or approximately $16.3 million) as of December 31, 2024. The monetary assets and liabilities were
remeasured into United States dollars based on exchange rates as of December 31, 2024. The Company's finance joint venture
in Argentina, AGCO Capital Argentina S.A. (“AGCO Capital”) has net monetary assets denominated in pesos at the official
government rate of approximately 6.7 billion pesos (or approximately $6.5 million) as of December 31, 2024. All gains and
losses resulting from AGCO Capital's remeasurement of its monetary assets and liabilities are reported in “Equity in net
earnings of affiliates” within our Consolidated Statements of Operations.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents reported in the Consolidated Balance Sheets as of December 31, 2024, 2023 and 2022 and
cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows for the years ended December
31, 2024, 2023 and 2022 are as follows (in millions):
December 31, 2024
December 31, 2023
December 31, 2022
Cash(1) ................................................................................ $
342.5
$
463.8
$
656.7
Cash equivalents(2).............................................................
269.5
131.2
130.8
Restricted cash(3)................................................................
0.7
0.5
2.0
Total
$
612.7
$
595.5
$
789.5
____________________________________
(1)
Consisted primarily of cash on hand and bank deposits.
(2)
Consisted primarily of money market deposits, certificates of deposits and overnight investments. The Company considers all investments with an
original maturity of three months or less to be cash equivalents.
(3)
Consisted primarily of cash in escrow or held as a guarantee.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation is
provided on a straight-line basis over the estimated useful lives of five to 40 years for buildings and improvements, three to 25
years for machinery and equipment and five to 10 years for furniture and fixtures. Expenditures for maintenance and repairs are
primarily charged to expense as incurred.
Accounts and Notes Receivable
Accounts and notes receivable arise from the sale of equipment and replacement parts to independent dealers,
distributors or other customers. In the United States and Canada, receivables arising from sales to dealers are immediately due
upon a retail sale of the underlying equipment by the dealer with the exception of sales of grain storage and protein production
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
55
systems as discussed further below. If not previously paid by the dealer in the United States and Canada, installment payments
are required generally beginning after the interest-free period with the remaining outstanding equipment balance generally due
within 12 months after shipment or delivery. These interest-free periods vary by product and generally range from one to 12
months. In limited circumstances, the Company provides sales terms, and in some cases, interest-free periods that are longer
than 12 months for certain products. These are typically specified programs predominately in the United States and Canada, that
allow for interest-free periods and due dates of up to 24 months for certain products depending on the year of the sale and the
dealer or distributor’s ordering or sales volume during the preceding year. Interest generally is charged at or above prime
lending rates on the outstanding receivable balances after shipment or delivery and after interest-free periods. Sales terms of
some highly seasonal products provide for payment and due dates based on a specified date during the year regardless of the
shipment date. Equipment sold to dealers in the United States and Canada is paid in full on average within 12 months of
shipment. Sales of replacement parts generally are payable within 30 days of shipment, with terms for some larger, seasonal
stock orders generally requiring payment within six months of shipment. Under normal circumstances, equipment may not be
returned. Replacement parts are generally returnable if they meet certain criteria. The Company makes an estimate of product
returns at the time of sale based on historical experience. In certain regions, with respect to most equipment sales, including the
United States and Canada, the Company is obligated to repurchase equipment and replacement parts upon cancellation of a
dealer or distributor contract. These obligations are required by national, state or provincial laws and require the Company to
repurchase a dealer or distributor’s unsold inventory, including inventories for which the receivable already has been paid.
Actual interest-free periods are shorter than described above because the equipment receivable from dealers or distributors in
some countries, such as in the United States and Canada, is generally due immediately upon sale of the equipment to a retail
customer as discussed above. Receivables can also be paid prior to terms specified in sales agreements. Under normal
circumstances, interest is not forgiven and interest-free periods are not extended.
In other international markets, equipment sales generally are payable in full within 30 days to 180 days of shipment or
delivery. Payment terms for some highly seasonal products have a specified due date during the year regardless of the shipment
or delivery date. For sales in most markets outside of the United States and Canada, the Company generally does not charge
interest on outstanding receivables due from its dealers and distributors. Sales of replacement parts generally are payable within
30 days to 90 days of shipment, with terms for some larger, seasonal stock orders generally payable within six months of
shipment.
In certain markets, there is a time lag, which varies based on the timing and level of retail demand, between the date
the Company records a sale and when the dealer sells the equipment to a retail customer.
Sales of grain storage and protein production systems both in the United States and in other countries generally are
payable within 30 days of shipment. In certain countries, sales of such systems for which the Company is responsible for
construction or installation may be contingent upon customer acceptance. Payment terms vary by market and product, with
fixed payment schedules on all sales. When the Company is responsible for installation services, fixed payment schedules may
include upfront deposits, progress payments and final payment upon customer acceptance.
The following summarizes by geographic region, as a percentage of the Company’s consolidated net sales, amounts
with maximum interest-free periods as presented below (in millions):
Year Ended December 31, 2024
North
America
South
America
Europe/
Middle East
Asia/
Pacific/Africa
Consolidated
0 to 6 months ....................................
$
2,292.0
$
1,315.9
$
6,809.4
$
682.8
$11,100.1
95.2 %
7 to 12 months ..................................
547.3
—
3.5
—
550.8
4.7 %
13 to 24 months ................................
11.0
—
—
—
11.0
0.1 %
$
2,850.3
$
1,315.9
$
6,812.9
$
682.8
$11,661.9
100.0 %
The Company has accounts receivable sales agreements that permit transferring, on an ongoing basis, a majority of its
wholesale interest-bearing and non-interest bearing accounts receivable in North America, Europe and Brazil to its U.S.,
Canadian, European and Brazilian finance joint ventures. Qualified dealers may obtain additional financing through the
Company’s U.S., Canadian, European and Brazilian finance joint ventures at the joint ventures’ discretion.
The Company provides various volume bonus and sales incentive programs with respect to its products. These sales
incentive programs include reductions in invoice prices, reductions in retail financing rates, dealer commissions and dealer
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
56
incentive allowances. In most cases, incentive programs are established and communicated to the Company’s dealers on a
quarterly basis. The incentives are paid either at the time of the cash settlement of the receivable (which is generally at the time
of retail sale), at the time of retail financing, at the time of warranty 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 accruals are made on a product or product-line basis and are monitored for adequacy and
revised at least quarterly in the event of subsequent modifications to the programs. Interest rate subsidy payments, which are a
reduction in retail finance 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 adjusted
based on actual dealer purchase volumes and the dealer’s 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 fact that the Company does not receive a distinct good or service in
exchange for the consideration provided. In the United States and Canada, reserves for incentive programs related to accounts
receivable not sold to Company’s U.S. and Canadian finance joint ventures are recorded as “Accounts receivable allowances”
within the Company’s Consolidated Balance Sheets due to the fact that the incentives are paid through a reduction of future
cash settlement of the receivable. Globally, reserves for incentive programs that will be paid in cash or credit memos, as is the
case with most of the Company’s volume discount programs, as well as sales with incentives associated with accounts
receivable sold to its finance joint ventures, are recorded within “Accrued expenses” within the Company’s Consolidated
Balance Sheets.
Accounts and notes receivable are shown net of allowances for sales incentive discounts available to dealers and for
credit losses. Cash flows related to the collection of receivables are reported within “Cash flows from operating activities”
within the Company’s Consolidated Statements of Cash Flows. Accounts and notes receivable allowances at December 31,
2024 and 2023 were as follows (in millions):
2024
2023
Sales incentive discounts ................................................................................................................. $
57.8
$
54.7
Allowance for credit losses..............................................................................................................
41.8
31.9
$
99.6
$
86.6
The Company maintains allowances for estimated credit losses, which are developed at a market, country, and region
level based on risk of collection as well as current and forecasted economic conditions. The Company calculates the allowance
based on an assessment of the risk when the accounts receivable is recognized and records within “Selling, general and
administrative expenses” in the Company's Consolidated Statement of Operations. Write-offs are recorded at the time a
customer receivable is deemed uncollectible.
Additions
Description
Balance at
Beginning
of Period
Acquired
Businesses
Charged to
Costs and
Expenses
Write-offs
Deductions(1)
Foreign
Currency
Translation
Balance at
End of
Period
Year ended December 31, 2024
Allowances for credit losses.........
$
31.9
$
—
$
22.0
$
(4.2) $
(5.5) $
(2.4) $
41.8
Year ended December 31, 2023
Allowances for credit losses.........
$
31.3
$
—
$
4.2
$
(4.6) $
—
$
1.0
$
31.9
Year ended December 31, 2022
Allowances for credit losses.........
$
32.6
$
0.1
$
3.3
$
(3.2) $
—
$
(1.5) $
31.3
____________________________________
(1)
Deductions are the result of the sale of the Company's Grain & Protein business. Refer to Note 3 for additional information.
In the United States and Canada, sales incentives can be paid through future cash settlements of receivables and
through credit memos to Company’s dealers or through reductions in retail financing rates paid to the Company’s finance joint
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
57
ventures. Outside of the United States and Canada, sales incentives can be paid through cash or credit memos to the Company’s
dealers or through reductions in retail financing rates paid to the Company’s finance joint ventures. The Company transfers
certain accounts receivable under its accounts receivable sales agreements with its finance joint ventures and other financial
institutions (see Note 5). The Company records such transfers as sales of accounts receivable when it is considered to have
surrendered control of such receivables under the provisions of ASU 2009-16, “Transfers and Servicing (Topic 860):
Accounting for Transfers of Financial Assets.” Cash payments made to the Company’s finance joint ventures for sales incentive
discounts provided to dealers related to outstanding accounts receivables sold are recorded within “Accrued expenses” within
the Company's Consolidated Balance Sheets.
Inventories
Inventories are valued at the lower of cost or net realizable value, using the first-in, first-out method. Net realizable
value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal
and transportation.
Goodwill, Other Intangible Assets and Long-Lived Assets
The Company tests goodwill for impairment, at the reporting unit level, annually as of October 1st or more frequently
when events or circumstances indicate that the fair value of a reporting unit is more likely than not less than its carrying value.
A reporting unit is an operating segment or one level below an operating segment, for example, a component. The Company
combines and aggregates two or more components of an operating segment as a single reporting unit if the components have
similar economic characteristics. The Company's reportable segments are not its reporting units.
Goodwill is evaluated for impairment using a qualitative assessment or a quantitative assessment. If the Company
elects to perform a qualitative assessment and determines the fair value of a reporting unit more likely than not exceeds the
carrying value of the reporting unit's net assets, no further evaluation is necessary. For reporting units where the Company
performs a quantitative assessment, it compares the fair value of each reporting unit to its respective carrying value of net
assets, 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.
For the quantitative impairment assessment, the Company may utilize one or a combination of valuation techniques. A
discounted cash flow model (income approach) is used whereby the present value of future expected operating net cash flows
are calculated using a discount rate; and a guideline public company method (market approach) is used, whereby EBITDA and/
or revenue multiples are derived from the market prices of stocks of companies that are engaged in the same or similar lines of
business and that are actively traded on a free and open market.
The Company reviews its long-lived assets, which include intangible assets subject 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 recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset
group. If the Company determines that the carrying amount of an asset or asset group is not recoverable based on the expected
undiscounted future cash flows of the asset or asset group, an impairment 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. The Company also evaluates the
amortization or depreciation periods assigned to its long-lived 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.
The annual impairment tests completed as of October 1, 2024 indicated the fair value of each of the Company's
reporting units was above its respective carrying value except for the PTx Trimble North America reporting unit, which is part
of the North America operating segment. Based on the results of the impairment test, the Company recorded an impairment
charge of $351.0 million. The Company completed the PTx Trimble joint venture transaction on April 1, 2024. Since that date,
the near-term outlook of the reporting unit has deteriorated, driven by weak industry demand and lower market penetration.
These conditions led to downward revisions of the Company's forecasts of earnings which resulted in the impairment charge.
We estimated the fair value of the reporting unit using an income approach. The most critical assumptions used in the
calculation of the fair value of the reporting unit were the forecasted revenue growth and the discount rate.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
58
The results of our goodwill impairment analyses conducted as of October 1, 2023 and 2022 indicated that no
impairment existed and no reduction in the carrying amount of goodwill was required. The Company’s accumulated goodwill
impairment is approximately $708.2 million related to impairment charges the Company recorded during 2024 related to the
PTx Trimble business in North America as noted above and in 2019, 2012 and 2006 pertaining to its grain storage and protein
production systems business in Europe/Middle East, its Chinese harvesting reporting unit and its former sprayer reporting unit,
respectively. The Company’s former grain storage and protein production systems Europe/Middle East reporting unit operated
within the Europe/Middle East geographical reportable segment. The Chinese harvesting business operates within the Asia/
Pacific/Africa geographical reportable segment and the former sprayer reporting unit operated within the North American
geographical reportable segment.
The Company amortizes certain acquired identifiable intangible assets primarily on a straight-line basis over their
estimated useful lives, which range from four to 50 years. The acquired intangible assets have a weighted average useful life as
follows:
Intangible Assets
Weighted-Average
Useful Life
Patents and technology .................................................................................................................................
13 years
Customer relationships .................................................................................................................................
16 years
Trademarks and trade names ........................................................................................................................
22 years
Other .............................................................................................................................................................
13 years
The Company has previously determined that two of its trademarks have an indefinite useful life. The Massey
Ferguson trademark has been in existence since 1952 and was formed from the merger of Massey-Harris (established in the
1890’s) and Ferguson (established in the 1930’s). The Company also has identified the Valtra trademark as an indefinite-lived
asset. The Valtra trademark has been in existence since the late 1990’s, but is a derivative of the Valmet trademark which has
been in existence since 1951. The Valmet name transitioned to the Valtra name over a period of time in the marketplace. Both
the Massey Ferguson brand and the Valtra brand are primary product lines of the Company’s business, and the Company plans
to use these trademarks for an indefinite period of time. The Company plans to continue to make investments in product
development to enhance the value of these brands into the future. There are no legal, regulatory, contractual, competitive,
economic or other factors that the Company is aware of or that the Company believes would limit the useful lives of the
trademarks. The Massey Ferguson and Valtra trademark registrations can be renewed at a nominal cost in the countries in
which the Company operates.
Revenue
The Company accounts for revenue recognition pursuant to ASU 2014-09, “Revenue from Contracts with Customers.”
Revenue is recognized when the Company satisfies the performance obligation by transferring control over goods or services to
a dealer, distributor or other customer. The amount of revenue recognized is measured as the consideration the Company
expects to receive in exchange for those goods or services pursuant to a contract with the customer. A contract exists once the
Company receives and accepts a purchase order under a dealer sales agreement, or once the Company enters into a contract
with an end user. The Company does not recognize revenue in cases where collectability is not probable, and defers the
recognition until collection is probable or payment is received.
The Company generates revenue from the manufacture and distribution of agricultural equipment and replacement
parts. Sales of equipment and replacement parts, which represent a majority of the Company’s net sales, are recorded by the
Company at the point in time when title and control have been transferred to an independent dealer, distributor or other
customer. Title generally passes to the dealer or distributor upon shipment or specified delivery, and the risk of loss upon
damage, theft or destruction of the equipment is the responsibility of the dealer, distributor or designated third-party carrier.
The Company believes control passes and the performance obligation is satisfied at the point of the stated shipping or delivery
term with respect to such sales.
As previously discussed, the amount of consideration the Company receives and the revenue recognized varies with
certain sales incentives the Company offers to dealers and distributors. Estimates for sales incentives are made at the time of
sale for expected incentive programs using the expected value method. These estimates are revised in the event of subsequent
modification to the incentive program. All incentive programs are recorded and presented as a reduction of revenue, due to the
fact that the Company does not receive a distinct good or service in exchange for the consideration provided.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
59
Dealers or distributors may not return equipment or replacement parts while their contract with the Company is in
force, except for under established promotional and annual replacement parts return programs. At the time of sale, the Company
estimates the amount of returns based on the terms of promotional and annual return programs and anticipated returns in the
future.
Sales and other related taxes are excluded from the transaction price. Shipping and handling costs associated with
freight activities after the customer has obtained control are accounted for as fulfillment costs and are expensed at the time
revenue is recognized in “Cost of goods sold” and “Selling, general and administrative expenses” in the Company’s
Consolidated Statements of Operations.
As afforded under the practical expedient in ASU 2014-09, the Company does not adjust the amount of revenue to be
recognized under a contract with a dealer, distributor or other customer for the time value of money when the difference
between the receipt of payment and the recognition of revenue is less than one year.
Although substantially all revenue is recognized at a point in time, a relatively insignificant amount of revenue is
recognized on an “over time” basis as discussed below. The Company recognizes revenue “over time” with respect to extended
warranty and maintenance contracts, certain precision technology services and subscriptions and certain installation revenue
associated with the sale of grain storage and production systems. Extended warranty and maintenance services contracts and
precision technology services and subscriptions generally have contract durations of more than 12 months. Generally, almost all
of the grain storage and protein production systems contracts with customers that relate to “over time” revenue recognition have
contract durations of less than 12 months.
Extended Warranty Contracts. The Company sells separately priced extended warranty contracts and maintenance
contracts, which extends coverage beyond the base warranty period, or covers maintenance over a specified period. Revenue is
recognized for the extended warranty contract on a straight-line basis, which the Company believes approximates the costs
expected to be incurred in satisfying the obligations, over the extended warranty period. The extended warranty period for the
majority of products ranges from three to five years. When payment is received in advance of the performance obligation being
satisfied, or when a portion of the overall transaction price is allocated to the extended warranty offered at no cost, revenue is
deferred at contract inception and a contract liability is recognized.
Precision Technology Services Revenue. The Company sells precision technology products, services and subscriptions
individually (standalone) or in bundled packages. When a bundled package of technology products (hardware), services and/or
subscriptions is sold, the portion of the consideration received related to the services and subscription components is recognized
over time as the Company satisfies the future performance obligations. Revenue is recognized for the hardware component
when control is transferred to the dealer or distributor. When payment is received in advance of the performance obligation
being satisfied, or when a portion of the overall transaction price is allocated to a subscription, revenue is deferred at contract
inception and a contract liability is recognized. The revenue associated with the performance obligations related to precision
technology services and subscriptions is not significant. The costs of the software directly associated with the installation and
functionality of precision technology products and services, including amortization and hosting costs, are reflected within “Cost
of goods sold” and “Engineering expenses” within the Company’s Consolidated Statements of Operations.
Grain Storage and Protein Production Systems Installation Revenue. In certain countries, the Company sells grain
storage and protein production systems where the Company is responsible for construction and installation, and the sale is
contingent upon customer acceptance. Under these conditions, the revenues are recognized over the term of the contract when
the Company can objectively determine control has been transferred to the customer in accordance with agreed-upon
specifications in the contract. For these contracts, the Company may be entitled to receive an advance payment, which is
recognized as a contract liability for the amount in excess of the revenue recognized. The Company uses the input method using
costs incurred to date relative to total estimated costs at completion to measure the progress toward satisfaction of the
performance obligation. Revenues are recorded proportionally as costs are incurred. Costs include labor, material and overhead.
The estimation of the progress toward completion is subject to various assumptions. As part of the estimation process, the
Company reviews the length of time to complete the performance obligation, the cost of materials and labor productivity. If a
significant change in one of the assumptions occurs, then the Company will recognize an adjustment under the cumulative
catch-up method and the impact of the adjustment on the revenue recorded to date is recognized in the period the adjustment is
identified.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
60
Refer to Note 24 for additional information regarding the Company’s sources of revenue and associated contract
liabilities and performance obligations.
Research and Development Expenses
Research and development expenses are expensed as incurred and are included in “Engineering expenses” in the
Company’s Consolidated Statements of Operations. Research and development expenses for the years ended December 31,
2024, 2023 and 2022 totaled approximately $381.3 million, $420.9 million and $315.4 million, respectively.
Advertising Costs
The Company expenses all advertising costs as incurred. Cooperative advertising costs normally are expensed at the
time the revenue is earned. Advertising expenses for the years ended December 31, 2024, 2023 and 2022 totaled approximately
$53.4 million, $56.4 million and $50.9 million, respectively.
Shipping and Handling Expenses
All shipping and handling fees charged to customers are included as a component of net sales, and are associated with
freight activities after the customer has obtained control. Shipping and handling costs are accounted for as fulfillment costs and
are expensed at the time revenue is recognized within “Cost of goods sold,” with the exception of certain handling costs
included in “Selling, general and administrative expenses” in the amount of $54.5 million, $52.2 million and $48.4 million for
the years ended December 31, 2024, 2023 and 2022, respectively.
Interest Expense, Net
Interest expense, net for the years ended December 31, 2024, 2023 and 2022 consisted of the following (in millions):
2024
2023
2022
Interest expense.................................................................................................................. $
159.3
$
68.8
$
46.0
Interest income...................................................................................................................
(66.3)
(64.2)
(33.0)
$
93.0
$
4.6
$
13.0
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect of a change in tax rate on deferred tax assets and
liabilities is recognized in income in the period of the enactment date. See Note 19 for additional information regarding the
Company’s income taxes.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
61
Comprehensive Income (Loss)
The Company reports comprehensive income (loss), defined as the total of net income (loss) and all other non-owner
changes in equity, and the components thereof in its Consolidated Statements of Stockholders’ Equity and Consolidated
Statements of Comprehensive Income (Loss). The components of other comprehensive income (loss) and the related tax effects
for the years ended December 31, 2024, 2023 and 2022 are as follows (in millions):
AGCO Corporation
Redeemable and
Nonredeemable
Noncontrolling
Interests
2024
2024
Before-tax
Amount
Income
Taxes
After-tax
Amount
After-tax
Amount
Defined pension and postretirement benefit plans................. $
26.7
$
(6.9) $
19.8
$
—
Deferred gains and losses on derivatives...............................
13.0
(3.3)
9.7
—
Foreign currency translation adjustments..............................
(224.3)
—
(224.3)
(2.3)
Total components of other comprehensive loss..................... $
(184.6) $
(10.2) $
(194.8) $
(2.3)
AGCO Corporation
Noncontrolling
Interests
2023
2023
Before-tax
Amount
Income
Taxes
After-tax
Amount
After-tax
Amount
Defined pension and postretirement benefit plans................. $
(10.0) $
2.6
$
(7.4) $
—
Deferred gains and losses on derivatives...............................
(0.3)
0.4
0.1
—
Foreign currency translation adjustments..............................
102.3
—
102.3
—
Total components of other comprehensive income ............... $
92.0
$
3.0
$
95.0
$
—
AGCO Corporation
Noncontrolling
Interests
2022
2022
Before-tax
Amount
Income
Taxes
After-tax
Amount
After-tax
Amount
Defined pension and postretirement benefit plans................. $
(2.0) $
1.2
$
(0.8) $
—
Deferred gains and losses on derivatives ...............................
(0.5)
—
(0.5)
—
Foreign currency translation adjustments ..............................
(30.9)
—
(30.9)
0.9
Total components of other comprehensive loss..................... $
(33.4) $
1.2
$
(32.2) $
0.9
Derivatives
The Company uses derivative and non-derivative instruments to manage its exposure to market risks, such as changes
in foreign currency exchange rates, commodity prices and interest rates. The Company does not enter into derivative
transactions for speculative purposes. The Company's derivative instruments are recognized as either assets or liabilities on the
Consolidated Balance Sheets and measured at fair value. The accounting for changes in the fair value of each derivative
financial instrument depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of
hedging relationship identified. See Note 14 for additional information regarding the Company’s derivative instruments and
hedging activities.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
62
Leases
The Company leases certain land, buildings, machinery, equipment, vehicles and office and computer equipment
under finance and operating leases. The Company accounts for these leases pursuant to ASU 2016-02, “Leases”. Under the
standard, lessees are required to record an asset (a right-of-use “ROU” asset or finance lease asset) and a lease liability. ROU
assets represent the Company’s right to use an underlying asset during the lease term while lease liabilities represent the
Company’s obligation to make lease payments during the lease term. The standard allows for two types of leases for income
statement recognition purposes: operating leases and finance leases. Operating leases result in the recognition of a single lease
expense on a straight-line basis over the lease term whereas finance leases result in an accelerated expense. ASU 2016-02 also
contains guidance regarding the identification of embedded leases in service and supply contracts, as well as the identification
of lease and nonlease components of an arrangement. All leases greater than 12 months result in the recognition of an ROU
asset and liability at the lease commencement date based on the present value of the lease payments over the lease term. The
present value of the lease payments is calculated using the applicable weighted-average discount rate. The weighted-average
discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease,
then the Company estimates an applicable incremental borrowing rate. The incremental borrowing rate is estimated using the
currency denomination of the lease, the contractual lease term and the Company’s applicable borrowing rate.
The Company does not recognize an ROU asset or lease liability with respect to operating leases with an initial term of
12 months or less and recognizes expense on such leases on a straight-line basis over the lease term. The Company accounts
for lease components separately from nonlease components other than for real estate and office equipment. The Company
evaluates its supplier agreements for the existence of leases and determined these leases comprised an insignificant portion of
its supplier agreements. As such, these leases were not material to the Company’s Consolidated Balance Sheets. The Company
has certain leases that contain one or more options to terminate or renew that can extend the lease term up to 13 years. Options
that the company is reasonably certain to exercise are included in the lease term. The depreciable life of ROU assets and
leasehold improvements are limited by the expected lease term. The Company has certain lease agreements that include
variable rental payments that are adjusted periodically for inflation based on the index rate as defined by the applicable
government authority. Generally, the Company’s lease agreements do not contain any residual value guarantees or
restrictive covenants.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which
requires measurement and recognition of expected versus incurred credit losses for financial assets. In November 2019, the
FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and
Leases (Topic 842): Effective Dates,” which delays the effective date of ASU 2016-13 for smaller reporting companies and
other non-SEC reporting entities. This delay applies to the Company’s equity method finance joint ventures, which were
required to adopt ASU 2016-13 for annual periods beginning after December 15, 2022 and interim periods within those annual
periods. The standard, and its subsequent modification, impacts the results of operations and financial condition of the
Company’s finance joint ventures. For the adoption of the standard by the Company’s finance joint ventures on January 1, 2023
under the modified retrospective approach, the Company recognized the cumulative effect of ASU 2016-13 as an adjustment to
the opening balance of stockholders’ equity as of January 1, 2023 within “Retained earnings.” The cumulative effect was a
reduction of approximately $5.5 million.
In September 2022, the FASB issued ASU 2022-04, “Liabilities-Supplier Finance Programs (Subtopic 405-50):
Disclosure of Supplier Finance Program Obligations.” The new standard requires that a buyer in a supplier finance program
disclose sufficient information about the key terms of the program, the amount of outstanding confirmed obligations at period
end, where the obligations are presented in the balance sheet, and a rollforward of the obligations during the annual period. This
guidance was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years,
except for the rollforward, which is effective for fiscal years beginning after December 15, 2023. The adoption of ASU 2022-04
resulted in disclosure of the Company's supplier financing programs. Refer to Note 11 for further details.
The Company has adopted ASU 2021-08, “Business Combinations: Accounting for Contract Assets and Contract
Liabilities from Contracts with Customers,” effective for fiscal years beginning after December 15, 2022, which did not have a
material impact on the Company's results of operations, financial condition or cash flows but may impact future acquisitions.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
63
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures” which expands annual and interim disclosure requirements and requires entities to disclose its significant
segment expense categories and amounts for each reportable segment. The ASU is effective for public entities for fiscal years
beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption
permitted. The Company adopted the new standard effective December 31, 2024. Refer to Note 25 for further details.
New Accounting Pronouncements to be Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax
Disclosures”. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well
as information on income taxes paid. The requirements will be effective for annual periods beginning after December 15, 2024.
The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is
permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial
statement disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income –
Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires
disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the
consolidated financial statements. In addition, the guidance requires disclosure of selling expenses and its definition. The
amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting
periods beginning after December 15, 2027, with early adoption permitted. The ASU will be applied prospectively with an
option to simultaneously apply retrospectively. The Company is currently evaluating the potential effect that the updated
standard will have on its financial statement disclosures.
2.
ACQUISITIONS
On September 28, 2023, the Company entered into a Sale and Contribution Agreement among AGCO, Trimble Inc.
(“Trimble”) and PTx Trimble, LLC (“PTx Trimble” or the "Joint Venture"), formerly known as Trimble Solutions, LLC, which
was subsequently amended and restated on March 31, 2024. On April 1, 2024, pursuant to the terms of an Amended and
Restated Sale and Contribution Agreement (the “Agreement”), AGCO and Trimble completed (i) the contribution by Trimble to
the Joint Venture of Trimble’s OneAg business (“OneAg”), which is Trimble’s agricultural business, excluding certain Global
Navigation Satellite System and guidance technologies, and $8.1 million of cash, (ii) the contribution by AGCO to the Joint
Venture of its interest in JCA Industries, LLC d/b/a JCA Technologies and $46.0 million of cash, and (iii) the purchase by
AGCO from Trimble of membership interests in the Joint Venture in exchange for the payment by AGCO to Trimble of
$1,954.0 million in cash, subject to customary working capital and other adjustments. Immediately following the closing and as
a result of the transaction, AGCO directly and indirectly owns an 85% interest in the Joint Venture and Trimble owns a 15%
interest in the Joint Venture. The purchase price was funded using net proceeds from the issuance of Senior Notes due 2027 and
2034, a term loan facility and the remainder through other borrowings and cash on hand. Refer to Note 12 for further
information. AGCO began consolidating PTx Trimble within its consolidated financial statements on April 1, 2024.
The Company is accounting for the Joint Venture transaction as a business combination using the acquisition method
of accounting which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. The
Company allocated the purchase price of the acquisition to identified assets acquired, liabilities assumed, and noncontrolling
interests based on their estimated fair values as of the acquisition date. The excess of the purchase price over the aggregate fair
values was recorded as goodwill. The Company calculated the fair value of the assets acquired using the income, market or cost
approach (or a combination thereof). Fair values of certain assets were determined based on Level 3 inputs, including estimated
future cash flows, discount rates, royalty rates, growth rates and sales projections, all of which require significant management
judgment and are susceptible to change. Measurement period adjustments were made to the previously disclosed preliminary
fair values of developed technologies, trade name, customer relationships, deferred taxes and redeemable noncontrolling
interests as a result of updated valuations resulting in an increase of intangible assets of $174.5 million, deferred taxes of $14.0
million, redeemable noncontrolling interests of $22.9 million and decrease in goodwill of $139.1 million. The goodwill consists
of expected future economic benefits that will arise from expected future product sales, operating efficiencies and sales channel
synergies that may result from the Joint Venture. The Company expects that the portion of the goodwill balance allocated to the
US business will be deductible for tax purposes, and the goodwill allocated to the Joint Venture’s investments in foreign
subsidiaries, primarily in Germany and France, will not be deductible for tax purposes. The goodwill arising from the Joint
Venture has been assigned to four new reporting units within our North America, South America, Europe/Middle East and
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
64
Asia/Pacific/Africa operating segments. Refer to Note 6 for the carrying amounts of goodwill by segment as of December 31,
2024.
The purchase consideration transferred consisted of the following (in millions):
Purchase Consideration
Total cash consideration for OneAg ............................................................................................ $
1,954.0
Working capital and other adjustments........................................................................................
(47.1)
Equity transaction associated with JCA noncontrolling interest (a)............................................
3.1
Total purchase consideration ....................................................................................................... $
1,910.0
(a) Equity transaction associated with JCA noncontrolling interest
The transfer of the 15% interest in AGCO's JCA business is accounted for as an equity transaction. The adjustment to
additional paid-in-capital represents the excess of the fair value of the JCA business transferred over its historical carrying
amount. The fair value of the JCA business was determined using a discounted cash flow model.
The fair values of the assets acquired, liabilities assumed and noncontrolling interests as of the acquisition date are
presented in the following table (in millions):
As of April 1, 2024
Cash........................................................................................................................................................... $
6.3
Accounts receivable ..................................................................................................................................
12.3
Inventories.................................................................................................................................................
62.6
Other current assets...................................................................................................................................
6.0
Property, plant and equipment ..................................................................................................................
21.6
Deferred tax assets ....................................................................................................................................
0.1
Right-of-use lease assets ...........................................................................................................................
2.4
Other assets (non-current).........................................................................................................................
0.1
Intangible assets ........................................................................................................................................
624.6
Goodwill....................................................................................................................................................
1,592.2
Total assets acquired............................................................................................................................... $
2,328.2
Accounts payable ...................................................................................................................................... $
5.8
Accrued expenses......................................................................................................................................
11.2
Other current liabilities .............................................................................................................................
14.0
Operating lease liabilities..........................................................................................................................
1.6
Deferred tax liabilities...............................................................................................................................
18.0
Other noncurrent liabilities .......................................................................................................................
12.5
Total liabilities assumed ......................................................................................................................... $
63.1
Redeemable noncontrolling interests (b) .................................................................................................. $
355.1
Net assets acquired............................................................................................................................. $
1,910.0
(b) Redeemable noncontrolling interests
Trimble has a put option to sell its noncontrolling interests to the Company, and the Company has a call option to
redeem Trimble's noncontrolling interests. The first exercisable date of both the put and call options is April 1, 2027. The put
and call options prices are based on multiples of EBITDA, subject to the terms of the Agreement. We estimated the fair value of
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
65
the put and call options using a Monte Carlo simulation along with a Black Scholes model assuming an exercise date of three
years from the close of the transaction, the first allowable exercise date. We evaluated the put and call options for the
redeemable noncontrolling interests under ASC 480, Distinguishing Liabilities from Equity, and classified the redeemable
noncontrolling interests as mezzanine equity based on its redemption features. The amount of the net income or loss attributable
to the redeemable noncontrolling interests is recorded in “Net loss attributable to noncontrolling interests” within the
Company's Consolidated Statements of Operations. To the extent the redemption value exceeds the initial fair value recorded,
the Company will recognize the entire change in the redemption amount each reporting period in retained earnings.
The acquired identifiable intangible assets of OneAg as of the date of the acquisition are summarized in the following
table (in millions):
Fair Value
Useful Life(1)
Developed Technology .................................................................................... $
526.0
7 - 15 years
Customer Relationships ...................................................................................
47.3
20 years
Trade name.......................................................................................................
6.5
5 years
Favorable contracts ..........................................................................................
44.8
2 - 7 years
$
624.6
____________________________________
(1)
Based on available information and certain assumptions that we believe are reasonable.
The following unaudited pro forma financial information presents the consolidated results of operations as if the
OneAg acquisition had occurred on January 1, 2023. OneAg's pre-acquisition results have been added to the Company's
historical results. The pro forma results (in millions) contained in the table below include adjustments for (i) the elimination of
sales between the Company and OneAg, (ii) amortization of acquired intangible assets (iii) interest expense and amortization of
debt issuance costs related to borrowings under the Senior Notes due 2027 and 2034 and term loan facility and (iv) transaction-
related costs as if these had been incurred on January 1, 2023 for the periods ending December 31, 2023 and 2024, respectively.
Years Ended December 31,
2024
2023
Unaudited Consolidated Pro Forma Results
Net sales .................................................................................................................................... $
11,745.3
$
14,895.7
Net income (loss) attributable to AGCO Corporation ..............................................................
(423.8)
1,119.7
These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the
results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an
indication of future operating results.
The amounts of PTx Trimble's net sales and net loss attributable to AGCO Corporation consolidated by the Company
since the acquisition date were $171.3 million and $350.9 million, respectively.
During the years ended December 31, 2024 and 2023, transaction-related costs of approximately $23.1 million and
$16.0 million were expensed as incurred to “Selling, general and administrative expenses” in the Company's Consolidated
Statements of Operations, respectively.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
66
3.
BUSINESS DIVESTITURE
On July 25, 2024, the Company entered into a Stock and Asset Purchase Agreement to sell the majority of its Grain &
Protein (“G&P”) business, which includes the GSI®, Automated Production® (AP), Cumberland®, Cimbria® and Tecno®
brands for a purchase price of $700.0 million, subject to customary working capital and other adjustments. On November 1,
2024, the Company completed the sale of the G&P business to A-AG Holdco Limited, an affiliate of American Industrial
Partners. The Company previously classified the G&P business as held for sale as of June 30, 2024. The Company determined
the sale of the G&P business did not represent a strategic shift that had or will have a major effect on the consolidated results of
operations, and therefore results of this business were not classified as discontinued operations. The results of the G&P business
through the date of the divestiture are included within our North America, South America, Europe/Middle East and Asia/
Pacific/Africa segments. The Company received net proceeds of $630.7 million and recognized a loss on the sale of business of
$507.3 million, which is included within “Loss on sale of business” in the Company's Consolidated Statements of Operations.
The loss on sale of business includes $93.6 million of cumulative translation adjustment losses representing amounts previously
recorded in accumulated other comprehensive loss. The proceeds from the sale were used to repay the Term Loan Facility and
reduce borrowings under the Credit Facility. Refer to Note 12 for further information.
The major categories of divested assets and liabilities as of the date of the divestiture were as follows (in millions):
Assets divested
Cash and cash equivalents...................................................................................................................... $
25.0
Accounts and notes receivable, net ........................................................................................................
170.2
Inventories, net.......................................................................................................................................
171.6
Other current assets ................................................................................................................................
21.6
Total current assets...............................................................................................................................
388.4
Property, plant and equipment, net...........................................................................................................
101.8
Right-of-use lease assets...........................................................................................................................
15.2
Other assets...............................................................................................................................................
16.5
Intangible assets, net.................................................................................................................................
113.7
Goodwill ...................................................................................................................................................
203.6
Total assets........................................................................................................................................... $
839.2
Liabilities divested
Accounts payable ................................................................................................................................... $
90.4
Accrued expenses...................................................................................................................................
98.4
Other current liabilities...........................................................................................................................
54.7
Total current liabilities .........................................................................................................................
243.5
Deferred tax liabilities ..............................................................................................................................
8.3
Operating lease liabilities..........................................................................................................................
10.5
Other noncurrent liabilities.......................................................................................................................
5.2
Total liabilities...................................................................................................................................... $
267.5
Disposal group, net ................................................................................................................................... $
571.7
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
67
4.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment, net at December 31, 2024 and 2023 consisted of the following (in millions):
2024
2023
Land ................................................................................................................................................. $
141.8
$
154.0
Buildings and improvements ...........................................................................................................
998.3
1,042.5
Machinery and equipment ...............................................................................................................
2,916.4
3,178.9
Furniture and fixtures.......................................................................................................................
206.6
210.7
Gross property, plant and equipment...............................................................................................
4,263.1
4,586.1
Accumulated depreciation and amortization ...................................................................................
(2,444.5)
(2,665.2)
Property, plant and equipment, net.................................................................................................. $
1,818.6
$
1,920.9
5.
ACCOUNTS RECEIVABLE SALES AGREEMENTS
The Company has accounts receivable sales agreements that permit the sale, on an ongoing basis, of a majority of
its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint
ventures. The cash received from receivables sold under the U.S., Canadian, European and Brazilian accounts receivable sales
agreements that remain outstanding as of December 31, 2024 and 2023 was approximately $2.3 billion and $2.5 billion,
respectively.
Under the terms of the accounts receivable sales agreements in the U.S., Canada, Europe and Brazil, the Company
pays an annual fee to its finance joint ventures related to the servicing of the receivables sold. The Company also pays the
respective AGCO Finance entities a subsidized interest payment with respect to the accounts receivable sales agreements,
calculated based upon the interest rate charged by Rabobank to its affiliate, and such affiliate then lends to the AGCO Finance
entities plus an agreed-upon margin. These fees are reflected within losses on the sales of receivables included within “Other
expense, net” in the Company’s Consolidated Statements of Operations. The Company does not service the receivables after the
sale occurs and does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the
accounts receivable sales agreements and determined that receivables sold under these agreements should be accounted for as
off-balance sheet transactions.
In addition, the Company sells certain trade receivables under factoring arrangements to other financial institutions
around the world. The cash received from trade receivables sold under factoring arrangements that remain outstanding as of
December 31, 2024 and 2023 was approximately $220.5 million and $254.1 million, respectively. Under these arrangements,
the Company is required to continue to service the sold receivables at market rates. The Company does not maintain any direct
retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and
determined that receivables sold under these agreements should be accounted for as off-balance sheet transactions.
Losses on sales of receivables associated with the accounts receivable sales agreements discussed above, reflected
within “Other expense, net” in the Company’s Consolidated Statements of Operations, were approximately $118.2 million,
$148.4 million and $71.1 million during 2024, 2023 and 2022, respectively.
The Company’s finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to the
Company’s dealers. As of December 31, 2024 and 2023, these finance joint ventures had approximately $139.2 million and
$211.3 million, respectively, of outstanding accounts receivable associated with these arrangements.
In certain foreign countries, the Company invoices its finance joint ventures directly and the finance joint ventures
retain a form of title to the goods delivered to dealers until the dealer makes payment so that the finance joint ventures can
recover the goods in the event of dealer or end customer default on payment. This occurs as the laws of some foreign countries
do not provide for a seller’s retention of a security interest in goods in the same manner as established in the United States
Uniform Commercial Code. The only right the finance joint ventures retain with respect to the title are those enabling recovery
of the goods in the event of customer default on payment. The dealer or distributor may not return equipment or replacement
parts to the Company while its contract with the finance joint venture is in force, and can only return the equipment to the retail
finance joint venture with penalties that would generally not make it economically beneficial to do so.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
68
6.
GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill during the years ended December 31, 2024, 2023 and 2022 are
summarized as follows (in millions):
North
America
South
America
Europe/
Middle East
Asia/
Pacific/Africa
Consolidated
Balance as of December 31, 2022..................... $
667.3
$
86.0
$
444.3
$
113.2
$
1,310.8
Foreign currency translation .............................
0.9
7.5
14.2
—
22.6
Balance as of December 31, 2023 .....................
668.2
93.5
458.5
113.2
1,333.4
Acquisitions ......................................................
955.6
32.5
592.4
20.4
1,600.9
Divestiture(1)......................................................
(523.9)
(12.4)
(61.4)
(113.2)
(710.9)
Impairment charge ............................................
(354.1)
—
—
—
(354.1)
Foreign currency translation .............................
(3.0)
(18.7)
(27.2)
—
(48.9)
Balance as of December 31, 2024..................... $
742.8
$
94.9
$
962.3
$
20.4
$
1,820.4
_________________________________
(1)
Divestiture resulting from the Company's sale of the majority of the G&P business, $507.3 million is included within “Loss on sale of business” in the
Company’s Consolidated Statements of Operations and $203.6 million was divested. Refer to Note 3 for additional information.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
69
Changes in the carrying amount of acquired intangible assets during 2024 and 2023 are summarized as follows
(in millions):
Gross Carrying Amounts
Trademarks
and
Trade Names
Customer
Relationships
Patents and
Technology
Other
Total
Balance as of December 31, 2022 ................ $
191.8
$
574.5
$
150.6
$
6.5
$
923.4
Impairment charge........................................
—
—
(5.1)
—
(5.1)
Foreign currency translation.........................
2.5
6.2
2.7
(0.2)
11.2
Balance as of December 31, 2023 ................
194.3
580.7
148.2
6.3
929.5
Acquisitions..................................................
6.5
47.3
526.0
44.8
624.6
Divestiture.....................................................
(122.7)
(434.4)
(59.2)
—
(616.3)
Foreign currency translation.........................
(3.0)
(14.5)
(10.3)
(0.2)
(28.0)
Balance as of December 31, 2024 ................ $
75.1
$
179.1
$
604.7
$
50.9
$
909.8
Accumulated Amortization
Trademarks
and
Trade Names
Customer
Relationships
Patents and
Technology
Other
Total
Balance as of December 31, 2022 ................ $
103.3
$
440.8
$
101.5
$
1.6
$
647.2
Amortization expense...................................
10.0
36.8
10.8
0.1
57.7
Impairment charge........................................
—
—
(1.0)
—
(1.0)
Foreign currency translation.........................
1.2
5.8
2.0
—
9.0
Balance as of December 31, 2023 ................
114.5
483.4
113.3
1.7
712.9
Amortization expense...................................
7.4
23.0
37.2
13.4
81.0
Divestiture.....................................................
(74.2)
(383.7)
(49.3)
—
(507.2)
Foreign currency translation.........................
(2.1)
(13.1)
(6.2)
(0.2)
(21.6)
Balance as of December 31, 2024 ................ $
45.6
$
109.6
$
95.0
$
14.9
$
265.1
Indefinite-Lived Intangible Assets
Trademarks
and
Trade Names
Balance as of December 31, 2022 .........................................................................................................................
$
84.8
Foreign currency translation..................................................................................................................................
1.1
Balance as of December 31, 2023 .........................................................................................................................
85.9
Foreign currency translation..................................................................................................................................
(2.1)
Balance as of December 31, 2024 .........................................................................................................................
$
83.8
For the years ended December 31, 2024, 2023 and 2022, amortization expense related to acquired intangible assets
was $81.0 million, $57.7 million and $60.1 million, respectively. The Company estimates amortization of existing intangible
assets will be $61.3 million in 2025, $61.0 million in 2026, $58.9 million in 2027, $57.0 million in 2028, and $54.3 million in
2029. External-use software, net, developed by the Company and marketed externally, was approximately $0.4 million and $6.3
million as of December 31, 2024 and 2023, respectively, and classified within “Intangible assets, net.” Additionally,
$4.6 million of external-use software, net was divested as part of the sale of the majority of the Company's G&P business.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
70
7.
ACCRUED EXPENSES
Accrued expenses at December 31, 2024 and 2023 consisted of the following (in millions):
2024
2023
Reserve for volume discounts and sales incentives..................................................................... $
961.1
$
953.6
Warranty reserves........................................................................................................................
598.7
679.9
Accrued employee compensation and benefits............................................................................
245.0
454.8
Accrued taxes ..............................................................................................................................
239.5
401.2
Accrued restructuring expenses...................................................................................................
125.2
6.4
Other............................................................................................................................................
300.1
407.9
Balance at the end of the year...................................................................................................... $
2,469.6
$
2,903.8
8.
INVENTORIES
Inventories, net at December 31, 2024 and 2023 were as follows (in millions):
2024
2023
Finished goods............................................................................................................................. $
1,187.9
$
1,460.7
Repair and replacement parts ......................................................................................................
754.6
823.1
Work in process...........................................................................................................................
170.0
255.2
Raw materials ..............................................................................................................................
618.8
901.7
Inventories, net ............................................................................................................................ $
2,731.3
$
3,440.7
At December 31, 2024 and 2023, the Company had recorded $251.1 million and $238.9 million, respectively, as a
reserve for surplus and obsolete inventories. These reserves are reflected within “Inventories, net” within the Company’s
Consolidated Balance Sheets.
9.
PRODUCT WARRANTY
The warranty reserve activity for the years ended December 31, 2024, 2023 and 2022, including deferred revenue
associated with the Company's extended warranties that have been sold, was as follows (in millions):
2024
2023
2022
Balance at beginning of the year...................................................................... $
800.8
$
640.0
$
592.5
Acquisitions......................................................................................................
4.1
—
—
Accruals for warranties issued .........................................................................
396.3
464.9
338.8
Settlements made and deferred revenue recognized ........................................
(401.0)
(328.7)
(261.7)
Divestiture........................................................................................................
(6.2)
—
—
Foreign currency translation.............................................................................
(51.0)
24.6
(29.6)
Balance at the end of the year .......................................................................... $
743.0
$
800.8
$
640.0
The Company’s agricultural equipment products generally are under warranty against defects in materials and
workmanship for a period of one to four years. The Company accrues for future warranty costs at the time of sale based on
historical warranty experience. The Company's extended warranty period for the majority of products ranges from three to five
years. Revenue is recognized for the extended warranty contracts on a straight-line basis, which the Company believes
approximates the costs expected to be incurred in satisfying the obligations, over the extended warranty period. Approximately
$598.7 million and $679.9 million of warranty reserves are included in “Accrued expenses” in the Company’s Consolidated
Balance Sheets as of December 31, 2024 and 2023, respectively. Approximately $144.3 million and $120.9 million of warranty
reserves are included in “Other noncurrent liabilities” in the Company’s Consolidated Balance Sheets as of December 31, 2024
and 2023, respectively.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
71
The Company recognizes potential recoveries of the costs associated with warranties it provides when the collection is
probable. When specifics of the recovery have been agreed upon with the Company’s suppliers through the confirmation of
liability for the recovery, the Company records the recovery within “Accounts and notes receivable, net” in the Company's
Consolidated Balance Sheets. Estimates of the amount of warranty claim recoveries to be received from the Company’s
suppliers based upon contractual supplier arrangements are recorded within “Other current assets” in the Company's
Consolidated Balance Sheets.
10.
INVESTMENTS IN AFFILIATES
Investments in affiliates as of December 31, 2024 and 2023 were as follows (in millions):
2024
2023
Finance joint ventures.......................................................................................................... $
471.4
$
464.3
Manufacturing joint ventures...............................................................................................
31.4
30.6
Other affiliates .....................................................................................................................
16.8
17.8
$
519.6
$
512.7
The Company’s finance joint ventures provide retail financing and wholesale financing to its dealers. The majority of
the assets of the Company’s finance joint ventures represents finance receivables. The majority of the liabilities represents notes
payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the
joint venture companies. AGCO has a 49% interest in the Company’s finance joint ventures. Refer to Note 18 for further
discussion of the Company's relationship with Rabobank.
The Company’s manufacturing joint ventures consist of Groupement International De Mecanique Agricole SAS
(“GIMA”), a joint venture with a third-party manufacturer to purchase, design and manufacture components for agricultural
equipment in France, and CP GSI Machinery Co Ltd, a joint venture with a third-party manufacturer to manufacture protein
production equipment in China. The other affiliates represent investments in farm equipment manufacturers, an electronic and
software system manufacturer, precision agriculture technology providers, distributors and licensees.
The Company concluded it has significant influence over its finance and manufacturing joint ventures and accounted
for these investments using the equity method of accounting.
The Company’s equity in net earnings of affiliates for the years ended December 31, 2024, 2023 and 2022 were as
follows (in millions):
2024
2023
2022
Finance joint ventures........................................................................... $
45.2
$
66.9
$
63.0
Manufacturing and other joint ventures................................................
1.2
1.3
1.1
$
46.4
$
68.2
$
64.1
Summarized combined financial information of the Company’s finance joint ventures as of December 31, 2024 and
2023 and for the years ended December 31, 2024, 2023 and 2022 were as follows (in millions):
As of December 31,
2024
2023
Total assets........................................................................................................................... $
10,036.4
$
10,035.8
Total liabilities.....................................................................................................................
9,074.3
9,088.3
Partners’ equity....................................................................................................................
962.1
947.5
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
72
For the Years Ended December 31,
2024
2023
2022
Revenues............................................................................................... $
791.7
$
680.5
$
454.6
Costs .....................................................................................................
672.7
468.6
274.9
Income before income taxes................................................................. $
119.0
$
211.9
$
179.7
At December 31, 2024 and 2023, the Company’s receivables from affiliates were approximately $32.0 million and
$146.9 million, respectively. The receivables from affiliates are reflected within “Accounts and notes receivable, net” within the
Company’s Consolidated Balance Sheets.
The portion of the Company’s retained earnings balance that represents undistributed retained earnings of equity
method investees was approximately $461.2 million and $445.1 million as of December 31, 2024 and 2023, respectively. The
Company received dividends from certain finance joint ventures of approximately $13.7 million and $28.9 million during 2024
and 2023, respectively. There were no returns on investment in excess of earnings in 2024 and 2023, respectively. During 2022,
approximately $5.7 million of these dividends were a return of investment in excess of earnings related to a certain finance joint
venture, and were included within “Sale of, distributions from (investments in) unconsolidated affiliates, net” within the
Company’s Consolidated Statements of Cash Flows. In addition, during the year ended December 31, 2022, the Company
recorded a write-down of the investment in its Russian finance joint venture of approximately $4.8 million, reflected within
“Equity in net earnings of affiliates” in the Consolidated Statements of Operations. The Russian finance joint venture was sold
during the three months ended December 31, 2022.
11.
SUPPLIER FINANCE PROGRAMS
The Company has supplier financing arrangements with certain banks or other intermediaries whereby a bank or
intermediary purchases receivables held by the Company’s suppliers. Under the program, suppliers have the option to be paid
by the bank or intermediary earlier than the payment due date. When the supplier receives an early payment, they receive
discounted amounts, and the Company pays the bank or intermediary the face amount of the invoice on the payment due date.
The Company does not reimburse suppliers for any costs incurred for participation in the program. The Company and its
suppliers agree on the contractual terms, including prices, quantities and payment terms, regardless of whether the supplier
elects to participate in the supplier finance programs. The suppliers’ voluntary inclusion in the supplier financing programs has
no bearing on the Company’s payment terms. The Company has no economic interest in a supplier’s decision to participate in
the programs, and the Company has no direct financial relationship with the banks or other intermediaries as it relates to the
supplier finance programs. As of December 31, 2024, payment terms with the majority of the Company’s suppliers are 30 to
180 days, which correspond to the contractual terms, with rates that are based on market rates (such as SOFR) plus a credit
spread. There are no assets pledged as security under the programs. As of December 31, 2024 and 2023, the amounts
outstanding that remain unpaid to the banks or other intermediaries totaled $50.6 million and $82.7 million, respectively, and
are reflected in “Accounts payable” in the Company’s Consolidated Balance Sheets.
The following table summarizes the activity of the Company’s supplier finance programs during the year ended
December 31, 2024 (in millions):
2024
Balance at beginning of the year................................................................................................................... $
82.7
Amounts added to the programs ...................................................................................................................
282.5
Amounts settled under the programs ............................................................................................................
(314.6)
Balance at the end of the year....................................................................................................................... $
50.6
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
73
12.
INDEBTEDNESS
Long-term debt consisted of the following at December 31, 2024 and 2023 (in millions):
December 31,
2024
December 31,
2023
Credit Facility, expires 2027................................................................................................ $
—
$
—
5.450% Senior notes due 2027 ............................................................................................
400.0
—
5.800% Senior notes due 2034 ............................................................................................
700.0
—
0.800% Senior notes due 2028 ............................................................................................
622.7
664.0
1.002% EIB Senior term loan due 2025 ..............................................................................
259.5
276.7
EIB Senior term loan due 2029............................................................................................
259.5
276.7
EIB Senior term loan due 2030............................................................................................
176.4
—
Senior term loans due between 2025 and 2028 ...................................................................
152.0
162.1
Other long-term debt............................................................................................................
—
3.1
Debt issuance costs..............................................................................................................
(12.0)
(3.1)
2,558.1
1,379.5
Less:
Current portion of other long-term debt............................................................................
—
(2.3)
1.002% EIB Senior term loan due 2025............................................................................
(259.5)
—
Senior term loans due 2025...............................................................................................
(65.3)
—
Total long-term indebtedness............................................................................................... $
2,233.3
$
1,377.2
At December 31, 2024, the aggregate scheduled maturities of long-term debt, excluding the current portion of long-
term debt, are as follows (in millions):
2026 .................................................................................................................................................................... $
54.4
2027 ....................................................................................................................................................................
396.5
2028 ....................................................................................................................................................................
652.9
2029 ....................................................................................................................................................................
259.2
Thereafter............................................................................................................................................................
870.3
$
2,233.3
Cash payments for interest were approximately $125.5 million, $60.5 million and $45.1 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
Credit Facility and Term Loan Facility
In December 2022, the Company, certain of its subsidiaries and Rabobank, and other named lenders entered into an
amendment to its credit facility providing for a $1.25 billion multi-currency unsecured revolving credit facility (“Credit
Facility”), which replaced the Company’s former $800.0 million multi-currency unsecured revolving credit facility. The
amendment provided an additional $450.0 million in borrowing capacity. An initial borrowing under the credit facility was used
to repay and retire a $240.0 million short-term multi-currency revolving credit facility with Rabobank that matured on March
31, 2023. The credit facility consists of a $325.0 million United States dollar tranche and a $925.0 million multi-currency
tranche for loans denominated in United States Dollars, Euros or other currencies to be agreed upon. The credit facility matures
on December 19, 2027. Interest accrues on amounts outstanding for any borrowings denominated in United States dollars, at the
Company’s option, at either (1) the Secured Overnight Financing Rate (“SOFR”) plus 0.1% plus a margin ranging from 0.875%
to 1.875% based on the Company’s credit rating, or (2) the base rate, which is the highest of (i) the Prime Rate, (ii) the Federal
Funds Effective Rate plus 0.5%, and (iii) Term SOFR for a one-month tenor plus 1.0%, plus a margin ranging from 0.000% to
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
74
0.875% based on the Company’s credit rating. Interest accrues on amounts outstanding for any borrowings denominated in
Euros at the Euro Interbank Offered Rate (“EURIBOR”) plus a margin ranging from 0.875% to 1.875% based on the
Company’s credit rating. As of December 31, 2024, the Company had no outstanding borrowings under the revolving credit
facility and had the ability to borrow $1,249.9 million.
In December 2023, the Company amended the Credit Facility to allow for incremental borrowings in the form of a
delayed draw term loan facility in an aggregate principal amount of $250.0 million. In March 2024, the Company further
amended the Credit Facility to increase this amount by $250.0 million, for an aggregate amount of $500.0 million (“Term Loan
Facility”). The Company drew down the Term Loan Facility on March 28, 2024. Borrowings under the Term Loan Facility bear
interest at the same rate and margin as the Credit Facility. The Term Loan Facility matures on December 19, 2027. On
November 1, 2024, the Company repaid the $500.0 million outstanding under the Term Loan Facility utilizing proceeds from
the sale of the majority of the Company’s G&P business. Refer to Note 3 for further information.
Uncommitted Credit Facility
In June 2022, the Company entered into an uncommitted revolving credit facility that allows the Company to borrow
up to €100.0 million (or approximately $103.8 million as of December 31, 2024). The credit facility expires on December 31,
2026. Any loans will bear interest at the EURIBOR plus a credit spread. As of December 31, 2024 and December 31, 2023, the
Company had no outstanding borrowings under the revolving credit facility and had the ability to borrow €100.0 million (or
approximately $103.8 million).
5.450% Senior Notes due 2027 and 5.800% Senior Notes due 2034
On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of 5.450% Senior Notes due
2027 (the “2027 Notes”) and (ii) $700.0 million aggregate principal amount of 5.800% Senior Notes due 2034 (the “2034
Notes”, and together with the 2027 Notes, the “Notes”). The Notes are unsecured and guaranteed on a senior unsecured basis by
AGCO International Holdings B.V., AGCO International GmbH and Massey Ferguson Corp., direct and indirect subsidiaries of
the Company (collectively, the “Guarantors”). The 2027 Notes mature on March 21, 2027, and interest is payable semi-
annually, in arrears, at 5.450%. The 2034 Notes mature on March 21, 2034, and interest is payable semi-annually, in arrears, at
5.800%. The Notes contain covenants restricting among other things, the incurrence of certain secured indebtedness.
Prior to February 21, 2027, in the case of the 2027 Notes, and December 21, 2033, in the case of the 2034 Notes, the
Company may redeem the 2027 Notes and/or the 2034 Notes at its option, in whole or in part, at any time and from time to
time, at the applicable “make-whole” redemption price (calculated as set forth in the Senior Note Indenture and First
Supplemental Indenture and applicable series of the Notes). On or after February 21, 2027, in the case of the 2027 Notes, and
December 21, 2033, in the case of the 2034 Notes, the Company may redeem the 2027 Notes or the 2034 Notes, as the case
may be, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of
the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
0.800% Senior Notes Due 2028
On October 6, 2021, the Company issued €600.0 million (or approximately $622.7 million as of December 31, 2024)
of senior notes at an issue price of 99.993%. The notes mature on October 6, 2028, and interest is payable annually, in arrears,
at 0.800%. The senior notes contain covenants restricting, among other things, the incurrence of certain secured indebtedness.
The senior notes are subject to both optional and mandatory redemption in certain events.
1.002% European Investment Bank (“EIB”) Senior Term Loan Due 2025
On January 25, 2019, the Company borrowed €250.0 million (or approximately $259.5 million as of December 31,
2024) from the EIB. The loan matures on January 24, 2025. The Company is permitted to prepay the term loan before its
maturity date. Interest is payable on the term loan at 1.002% per annum, payable semi-annually in arrears. Subsequent to
December 31, 2024, on January 24, 2025, the Company repaid €250.0 million (or approximately $262.3 million) upon maturity
of the EIB Senior term loan due 2025.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
75
EIB Senior Term Loans due 2029 and 2030
On September 29, 2023, the Company entered into a multi-currency Finance Contract with the EIB permitting the
Company to borrow up to €250.0 million to fund up to 50% of certain investments in research, development and innovation
primarily in Germany, France and Finland during the period from 2023 through 2026. On October 26, 2023, the Company
borrowed €250.0 million (or approximately $259.5 million as of December 31, 2024) under the arrangement. The loan matures
on October 26, 2029. The loan generally can be prepaid at any time upon the election of the Company and must be prepaid
upon the occurrence of certain events. Interest is payable on the term loan at 3.980% per annum, payable semi-annually in
arrears. The Company also has to fulfill financial covenants with respect to a net leverage ratio and an interest coverage ratio.
On January 25, 2024, the Company entered into an additional multi-currency Finance Contract with the EIB permitting
the Company to borrow up to €170.0 million, for which the proceeds will be used in a similar manner as described for the EIB
Senior Term Loan due 2029 above. On February 15, 2024, the Company borrowed €170.0 million (or approximately $176.4
million as of December 31, 2024) under the arrangement. The loan matures on February 15, 2030. The loan generally can be
prepaid at any time upon the election of the Company and must be prepaid upon the occurrence of certain events. Interest is
payable on the term loan at 3.416% per annum, payable semi-annually in arrears. The Company also has to fulfill financial
covenants with respect to a net leverage ratio and an interest coverage ratio.
Senior Term Loans Due Between 2025 and 2028
In October 2016, the Company borrowed an aggregate amount of €375.0 million through a group of seven related
term loan agreements, and in August 2018, the Company borrowed an additional aggregate amount of €338.0 million through
a group of another seven related term loan agreements. Of the 2016 term loans, the Company repaid an aggregate amount of
€322.5 million in October 2019, October 2021, April 2022 and October 2023. Of the 2018 senior loans, the Company repaid an
aggregate amount of €244.0 million in August 2021, February 2022, and August 2023.
In aggregate, as of December 31, 2024, the Company had indebtedness of €146.5 million (or approximately $152.0
million as of December 31, 2024) through a group of four remaining related term loan agreements. The provisions of the term
loan agreements are substantially identical, with the exception of interest rate terms and maturities. As of December 31, 2024,
for the term loans with a fixed interest rate, interest is payable in arrears on an annual basis, with interest rates ranging from
1.67% to 2.26% and maturity dates between August 2025 and August 2028. For the term loan with a floating interest rate,
interest is payable in arrears on a semi-annual basis, with an interest rate based on the EURIBOR plus a margin of 1.10% and a
maturity date of August 2025.
Bridge Facility
On September 28, 2023, the Company entered into a bridge facility commitment letter with Morgan Stanley pursuant
to which Morgan Stanley committed to provide a $2.0 billion senior unsecured 364-day bridge facility (the "Bridge Facility").
The availability under the Bridge Facility was reduced to zero by certain permanent financing transactions including the net
proceeds from the issuance of the Notes, the Company's entry into the Term Loan Facility and by amounts based on the
Company's cash flow, and the Company terminated the Bridge Facility on March 25, 2024.
Other Short-Term Borrowings
As of December 31, 2024 and 2023, the Company had short-term borrowings due within one year, excluding the
current portion of long-term debt, of approximately $90.4 million and $12.7 million, respectively.
Standby Letters of Credit and Similar Instruments
The Company has arrangements with various banks to issue standby letters of credit or similar instruments, which
guarantee the Company’s obligations for the purchase or sale of certain inventories and for potential claims exposure for
insurance coverage. At December 31, 2024 and 2023, outstanding letters of credit totaled $13.2 million and $14.7 million,
respectively.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
76
13.
RESTRUCTURING AND BUSINESS OPTIMIZATION EXPENSES AND ASSET IMPAIRMENT CHARGES
Restructuring Expenses
On June 24, 2024, the Company announced a restructuring program (the “Program”) in response to increased
weakening demand in the agriculture industry. The initial phase of the Program is focused on further reducing structural costs,
streamlining the Company’s workforce and enhancing global efficiencies related to changing the Company’s operating model
for certain corporate and back-office functions and better leveraging technology and global centers of excellence. The Company
estimates that it will incur charges for one-time termination benefits of approximately $150.0 million to $200.0 million in
connection with this phase of the Program, primarily consisting of cash charges related to severance payments, employees
benefits and related costs. The Company incurred the majority of charges in 2024 and expects to incur the remaining charges in
2025.
Additionally, in recent years, the Company announced and initiated several actions to rationalize employee headcount
in various manufacturing facilities and administrative offices located in the U.S., Europe, South America, Africa and Asia, in
order to reduce costs in response to fluctuating global market demand.
Restructuring expenses activity, which relates to severance and other related costs, during the years ended
December 31, 2024, 2023 and 2022 is summarized as follows (in millions):
Balance as of December 31, 2021 .............................................................................................
$
14.7
2022 provision, net of reversals.................................................................................................
6.1
2022 cash activity ......................................................................................................................
(12.8)
Foreign currency translation......................................................................................................
(1.2)
Balance as of December 31, 2022 .............................................................................................
6.8
2023 provision, net of reversals.................................................................................................
11.9
2023 cash activity ......................................................................................................................
(9.2)
Foreign currency translation......................................................................................................
(1.7)
Balance as of December 31, 2023 .............................................................................................
7.8
2024 provision, net of reversals.................................................................................................
157.8
2024 cash activity ......................................................................................................................
(27.2)
Foreign currency translation......................................................................................................
(2.2)
Balance as of December 31, 2024 .............................................................................................
$
136.2
Approximately $125.2 million and $6.4 million of restructuring expenses are included in “Accrued expenses” in the
Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively. Approximately $11.0 million and
$1.4 million of restructuring expenses are included in “Other noncurrent liabilities” in the Company’s Consolidated Balance
Sheets as of December 31, 2024 and 2023, respectively.
Business Optimization Expenses
Business optimization expenses primarily relate to professional services costs incurred as part of the restructuring
program aimed at reducing structural costs, enhancing global efficiencies by changing the Company’s operating model for
certain corporate and back-office functions. During the year ended December 31, 2024, the Company recognized approximately
$14.9 million of business optimization expenses.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
77
Asset Impairment Charges
As a consequence of the conflict between Russia and Ukraine, during the three months ended March 31, 2022, the
Company assessed the fair value of its gross assets related to the joint ventures operating in Russia for potential impairment and
recorded asset impairment charges of approximately $36.0 million, reflected as “Impairment charges” in its Consolidated
Statements of Operations, with an offsetting benefit of approximately $12.2 million included within “Net loss attributable to
noncontrolling interests.” The Company sold its interest in its Russian distribution joint venture during the three months ended
December 31, 2022. Foreign currency translation impacts since inception of the Russian joint venture previously recognized
within “Accumulated other comprehensive loss” were therefore recorded within “Other expense, net” on the Company’s
Consolidated Statements of Operations during the three months ended December 31, 2022. In addition, during the three months
ended March 31, 2022, the Company recorded a write-down of its investment in its Russian finance joint venture of
approximately $4.8 million, reflected within “Equity in net earnings of affiliates” in its Consolidated Statements of Operations.
The Russian finance joint venture was sold during the three months ended December 31, 2022.
14.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company attempts to manage its transactional foreign exchange exposure by hedging foreign currency cash flow
forecasts and commitments arising from the anticipated settlement of receivables and payables and from future purchases and
sales. Where naturally offsetting currency positions do not occur, the Company hedges certain, but not all, of its exposures
through the use of foreign currency contracts. The Company’s translation exposure resulting from translating the financial
statements of foreign subsidiaries into United States dollars may be partially hedged from time to time. When practical, the
translation impact is reduced by financing local operations with local borrowings.
The Company uses floating rate and fixed rate debt to finance its operations. The floating rate debt obligations expose
the Company to variability in interest payments due to changes in the EURIBOR, SOFR or other applicable benchmark interest
rates. The Company believes it is prudent to limit the variability of a portion of its interest payments, and to meet that objective,
the Company periodically enters into interest rate swaps to manage the interest rate risk associated with the Company’s
borrowings. The Company designates interest rate contracts used to convert the interest rate exposure on a portion of the
Company’s debt portfolio from a floating rate to a fixed rate as cash flow hedges, while those contracts converting the
Company’s interest rate exposure from a fixed rate to a floating rate are designated as fair value hedges.
To protect the value of the Company’s investment in foreign operations against adverse changes in foreign currency
exchange rates, the Company from time to time, may hedge a portion of the Company’s net investment in the foreign
subsidiaries by using a cross currency swap or foreign currency denominated debt. The component of the gains and losses on
the Company’s net investment in the designated foreign operations driven by changes in foreign exchange rates are
economically offset by movements in the fair value of the cross currency swap contracts or foreign currency denominated debt.
The Company is exposed to commodity risk from steel and other raw material purchases where a portion of the
contractual purchase price is linked to a variable rate based on publicly available market data. From time to time, the Company
enters into cash flow hedges to mitigate its exposure to variability in commodity prices.
The Company’s senior management establishes the Company’s foreign currency and interest rate risk management
policies. These policies are reviewed periodically by the Finance Committee of the Company’s Board of Directors. The policies
allow for the use of derivative instruments to hedge exposures to movements in foreign currency and interest rates. The
Company’s policies prohibit the use of derivative instruments for speculative purposes.
All derivatives are recognized on the Company’s Consolidated Balance Sheets at fair value. On the date the derivative
contract is entered into, the Company designates the derivative as either (1) a cash flow hedge of a forecasted transaction,
(2) a fair value hedge of a recognized liability, (3) a hedge of a net investment in a foreign operation, or (4) a non-designated
derivative instrument.
The Company categorizes its derivative assets and liabilities into one of three levels based on the assumptions used
in valuing the asset or liability. Refer to Note 21 for a discussion of the fair value hierarchy as per the guidance in ASC 820,
“Fair Value Measurements”. The Company’s valuation techniques are designed to maximize the use of observable inputs and
minimize the use of unobservable inputs.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
78
Counterparty Risk
The Company regularly monitors the counterparty risk and credit ratings of all the counterparties to the derivative
instruments. The Company believes that its exposures are appropriately diversified across counterparties and that these
counterparties are creditworthy financial institutions. There have been no negative impacts to the Company from any non-
performance of any counterparties.
Derivative Transactions Designated as Hedging Instruments
Cash Flow Hedges
Foreign Currency Contracts
The Company uses cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted
transactions caused by fluctuations in foreign currency exchange rates. The changes in the fair values of these cash flow hedges
are recorded in accumulated other comprehensive loss and are subsequently reclassified into “Cost of goods sold” during the
period the sales and purchases are recognized. These amounts offset the effect of the changes in foreign currency rates on the
related sale and purchase transactions.
The Company designates certain foreign currency contracts as cash flow hedges of expected future sales and
purchases. The total notional value of derivatives that were designated as cash flow hedges was $356.7 million, $262.2 million
and $364.8 million as of December 31, 2024, 2023 and 2022, respectively.
Steel Commodity Contracts
The Company designates certain steel commodity contracts as cash flow hedges of expected future purchases of steel.
The Company did not have any derivatives that were designated as cash flow hedges related to steel commodity contracts as of
December 31, 2024. The total notional value of derivatives that were designated as cash flow hedges was approximately $2.5
million and $0.9 million as of December 31, 2023 and 2022, respectively.
Interest Rate Risk
The Company entered into treasury rate locks in early March 2024 to fix the interest rate for the 2034 Notes issued on
March 21, 2024. The derivative position settled on March 28, 2024 with a cash settlement that offset changes in the benchmark
treasury rate between the execution of the treasury rate lock and the debt pricing date for the 2034 Notes. This treasury rate lock
was designated as a cash flow hedge and the gain at termination of $8.2 million was recognized in accumulated other
comprehensive loss. The amount recognized in accumulated other comprehensive loss is reclassified to interest expense as
interest payments are made on the 2034 Notes through the maturity date.accumulated other comprehensive loss is reclassified to
interest expense as interest payments are made on the 2034 Notes through the maturity date.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
79
The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by
the Company during the years ended December 31, 2024, 2023 and 2022 (in millions):
Before-Tax
Amount
Income Tax
Expense
(Benefit)
After-Tax
Amount
Accumulated derivative net losses as of December 31, 2021 ................................
$
(0.5) $
(0.1) $
(0.4)
Net changes in fair value of derivatives
Foreign Currency Contracts:................................................................................
(15.0)
(3.9)
(11.1)
Commodity Contracts ..........................................................................................
(4.7)
(1.2)
(3.5)
Total........................................................................................................................
(19.7)
(5.1)
(14.6)
Net losses reclassified from accumulated other comprehensive loss into income
Foreign Currency Contracts:................................................................................
14.5
3.9
10.6
Commodity Contracts ..........................................................................................
4.7
1.2
3.5
Total........................................................................................................................
19.2
5.1
14.1
Accumulated derivative net losses as of December 31, 2022 ................................
$
(1.0) $
(0.1) $
(0.9)
Net changes in fair value of derivatives
Foreign Currency Contracts:................................................................................
(11.8)
(2.7)
(9.1)
Commodity Contracts ..........................................................................................
0.3
0.1
0.2
Total.................................................................................................................
(11.5)
(2.6)
(8.9)
Net losses reclassified from accumulated other comprehensive loss into income
Foreign Currency Contracts:................................................................................
11.1
2.2
8.9
Commodity Contracts ..........................................................................................
0.1
—
0.1
Total.................................................................................................................
11.2
2.2
9.0
Accumulated derivative net losses as of December 31, 2023 ................................
$
(1.3) $
(0.5) $
(0.8)
Net changes in fair value of derivatives
Foreign currency contracts(1)................................................................................
(1.2)
1.2
(2.4)
Commodity contracts(2) ........................................................................................
(0.3)
—
(0.3)
Treasury Rate Locks.............................................................................................
8.2
2.1
6.1
Total.................................................................................................................
6.7
3.3
3.4
Net losses reclassified from accumulated other comprehensive loss into income
Foreign currency contracts(1)................................................................................
6.7
0.3
6.4
Commodity contracts(2) ........................................................................................
0.3
—
0.3
Treasury Rate Locks.............................................................................................
(0.7)
(0.3)
(0.4)
Total.................................................................................................................
6.3
—
6.3
Accumulated derivative net gains as of December 31, 2024..................................
$
11.7
$
2.8
$
8.9
____________________________________
(1)
The outstanding contracts as of December 31, 2024 range in maturity through December 2025.
(2)
As of December 31, 2024, there were no outstanding contracts.
As of December 31, 2024, approximately $2.0 million of realized derivative net losses, before taxes, remain in
accumulated other comprehensive loss related to foreign currency contracts associated with inventory that had not yet been
sold.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
80
Net Investment Hedges
The Company uses non-derivative and derivative instruments, to hedge a portion of its net investment in foreign
operations against adverse movements in exchange rates. For instruments that are designated as hedges of net investments in
foreign operations, changes in the fair value of the derivative instruments are recorded in foreign currency translation
adjustments, a component of accumulated other comprehensive loss, to offset changes in the value of the net investments being
hedged. When the net investment in foreign operations is sold or substantially liquidates, the amounts recorded in accumulated
other comprehensive loss are reclassified to earnings. To the extent foreign currency denominated debt is de-designated from
a net investment hedge relationship, changes in the value of the foreign currency denominated debt are recorded in earnings
through the maturity date.
On January 29, 2021, the Company entered into a cross currency swap contract as a hedge of its net investment in
foreign operations to offset foreign currency translation gains or losses on the net investment. The cross currency swap had an
expiration date of January 29, 2028. At maturity of the cross currency swap contract, the Company was expected to deliver the
notional amount of approximately €247.9 million (or approximately $257.3 million as of December 31, 2024) and receive
$300.0 million from the counterparties. The Company receives quarterly interest payments from the counterparties based on a
fixed interest rate until maturity of the cross currency swap. On November 4, 2024, the Company's existing cross currency swap
contract was terminated and the Company delivered the notional amount of approximately $277.4 million and received $300.0
million from the counterparties, resulting in a gain of approximately $22.6 million that was recognized in accumulated other
comprehensive loss.
On November 4, 2024, the Company entered into new $600.0 million cross currency swap contracts comprising of
$200.0 million tranche for three years tenor, $200 million tranche for five years tenor and $200.0 million tranche for seven
years tenor. as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net
investment. The cross currency swap contracts have an expiration date of November 6, 2027, November 6, 2029 and November
6, 2031, respectively. At maturity of the cross currency swap contract, the Company is expected to deliver the notional amount
of approximately €385.5 million (or approximately $400.1 million as of December 31, 2024) and 155.5 million Swiss francs (or
approximately $171.9 million as of December 31, 2024), respectively, and receive $600.0 million from the counterparties. The
Company receives quarterly interest payments from the counterparties based on a fixed interest rate until maturity of the cross
currency swap.
During 2023, the Company designated €150.0 million of its multi-currency revolving credit facility maturing in
December 2027 as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on
the net investment. The Company recognized the change in fair value of the foreign currency denominated debt designated as a
net investment hedge, a loss of $3.1 million, net of tax, in accumulated other comprehensive loss during the year ended
December 31, 2023. This portion of the multi-currency revolving credit facility was repaid in December 2023.
The following table summarizes the notional values of the instrument designated as a net investment hedge
(in millions):
Notional Amount as of
December 31, 2024
December 31, 2023
Cross currency swap contract .................................................................................. $
600.0
$
300.0
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
81
The following table summarizes the after-tax impact of changes in the fair value of the instruments designated as net
investment hedges (in millions):
Gain (Loss) Recognized in Accumulated Other
Comprehensive Loss for the Years Ended
Cross currency swap contracts:
Before-Tax
Amount
Income Tax
Expense
(Benefit)
After-Tax
Amount
December 31, 2024....................................................................................
(4.1)
(1.1)
(3.0)
December 31, 2023....................................................................................
(12.7)
(3.3)
(9.4)
December 31, 2022....................................................................................
20.5
5.3
15.2
Derivative Transactions Not Designated as Hedging Instruments
The Company enters into foreign currency contracts to economically hedge receivables and payables on the Company
and its subsidiaries’ balance sheets that are denominated in foreign currencies other than the functional currency. These
contracts were classified as non-designated derivative instruments. Gains and losses on such contracts are substantially offset
by losses and gains on the remeasurement of the underlying asset or liability being hedged and are immediately recognized into
earnings. As of December 31, 2024 and 2023, the Company had outstanding foreign currency contracts with a notional amount
of approximately $3,231.2 million and $3,125.1 million, respectively.
The following table summarizes the results on net income of derivatives not designated as hedging instruments (in
millions):
Gain (Loss) Recognized in Net Income for the
Years Ended
Classification of
Gain (Loss)
December 31,
2024
December 31,
2023
December 31,
2022
Foreign currency contracts...............................
Other expense, net
$
(49.3) $
29.9
$
(38.2)
The table below sets forth the fair value of derivative instruments as of December 31, 2024 (in millions):
Asset Derivatives as of
December 31, 2024
Liability Derivatives as of
December 31, 2024
Balance Sheet
Location
Fair
Value
Balance Sheet
Location
Fair
Value
Derivative instruments designated as
hedging instruments:
Foreign currency contracts.......................... Other current assets
$
3.7
Other current liabilities
$
1.6
Commodity contracts.................................. Other current assets
—
Other current liabilities
—
Cross currency swap contracts.................... Other noncurrent assets
16.2
Other noncurrent liabilities
—
Derivative instruments not designated as
hedging instruments:
Foreign currency contracts (1) ..................... Other current assets
26.1
Other current liabilities
12.6
Total derivative instruments...................
$
46.0
$
14.2
____________________________________
(1)
The outstanding contracts as of December 31, 2024 range in maturity through February 2025.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
82
The table below sets forth the fair value of derivative instruments as of December 31, 2023 (in millions):
Asset Derivatives as of
December 31, 2023
Liability Derivatives as of
December 31, 2023
Balance Sheet
Location
Fair
Value
Balance Sheet
Location
Fair
Value
Derivative instruments designated as
hedging instruments:
Foreign currency contracts.......................... Other current assets
$
1.3
Other current liabilities
$
1.2
Cross currency swap contract ..................... Other noncurrent assets
20.3
Other noncurrent liabilities
—
Derivative instruments not designated as
hedging instruments:
Foreign currency contracts.......................... Other current assets
17.1
Other current liabilities
12.8
Total derivative instruments...................
$
38.7
$
14.0
15.
STOCK COMPENSATION PLANS
The Company recorded stock compensation expense as follows for the years ended December 31, 2024, 2023 and
2022 (in millions):
Years Ended December 31,
2024(1)
2023
2022
Cost of goods sold.............................................................................................................. $
0.5
$
1.8
$
1.3
Selling, general and administrative expenses.....................................................................
17.9
44.6
32.7
Total stock compensation expense..................................................................................... $
18.4
$
46.4
$
34.0
_________________________________
(1)
Includes approximately $6.5 million of compensation expense related to PTx Trimble employees vesting in legacy Trimble awards.
The Company recognizes the effect of award forfeitures as an adjustment to stock compensation expense in the period
in which the forfeiture occurs.
Stock Incentive Plan
Under the Company's 2006 Long-Term Incentive Plan (“the Plan”), up to 10,000,000 shares of AGCO’s common
stock may be issued. As of December 31, 2024, of the 10,000,000 shares reserved for issuance under the Plan, approximately
3,441,051 shares remained available for grant, assuming the maximum number of shares are earned related to the performance
award grants discussed below. The Plan allows the Company, under the direction of the Board of Directors’ Talent and
Compensation Committee, to make grants of performance shares, stock appreciation rights (“SSARs”), restricted stock units
and restricted stock awards to employees, officers and non-employee directors of the Company.
Long-Term Incentive Plan and Related Performance Awards
The Company’s primary long-term incentive plan is a performance share plan that provides for awards of shares of the
Company’s common stock based on achieving financial targets, such as targets for return on net assets and revenue growth, as
determined by the Company’s Board of Directors. Performance periods for the Company’s primary long-term incentive plan
are consecutive and overlapping three-year cycles, and performance targets are set at the beginning of each cycle. The primary
long-term incentive plan provides for participants to earn 16.5% to 200% of the target awards depending on the actual
performance achieved, with no shares earned if performance is below the established minimum target. Awards earned under the
Plan are paid in shares of common stock at the end of each three-year performance period. The percentage level achievement is
determined annually or over the three-year cycle in aggregate, with the ultimate award that is earned determined based upon the
average of the three annual percentages. The 2024 grant of performance award shares is subject to a total shareholder return
modifier. The compensation expense associated with these awards is amortized ratably over the vesting or performance period
based on the Company’s projected assessment of the level of performance that will be achieved and earned.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
83
During 2024, the Company granted performance awards covering up to 344,592 shares, assuming the Company
achieves maximum levels of performance related to varying performance periods. Compensation expense recorded during
2024, 2023 and 2022 with respect to awards granted was based upon the fair value as of the grant date. The award included a
market condition and the Company measured the fair value using a Monte Carlo simulation. The weighted average grant-date
fair value of performance awards granted under the Plan during 2024, 2023 and 2022 was as follows:
Years Ended December 31,
2024
2023
2022
Weighted average grant-date fair value...............................................
$
126.95
$
143.63
$
119.35
Performance award transactions during 2024 were as follows and are presented as if the Company were to achieve its
maximum levels of performance under the plan:
Performance
awards
Weighted-Average
Grant Date
Fair Value
Shares awarded but not earned at January 1 ..................................................................
571,382
$
131.14
Shares awarded...............................................................................................................
344,592
126.95
Shares forfeited ..............................................................................................................
(82,714)
132.03
Shares vested or earned..................................................................................................
(263,110)
118.60
Shares awarded but not earned at December 31 ............................................................
570,150
$
134.26
Based on the level of performance achieved as of December 31, 2024, 167,875 shares were earned under the related
performance period, including 1,997 shares vested as of December 31, 2023 related to certain retirees and other individuals.
105,053 shares were issued in February 2025, net of 62,822 shares that were withheld for taxes related to the earned awards.
The Plan allows for the participant to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment
contributed to the participant’s tax withholding to satisfy the participant’s statutory minimum federal, state and employment
taxes which would be payable at the time of grant.
As of December 31, 2024, the total compensation cost related to unearned performance awards not yet recognized,
assuming the Company’s current projected assessment of the level of performance that will be achieved, was approximately
$8.3 million, and the weighted average period over which it is expected to be recognized is approximately one and one-half
years. This estimate is based on the current projected levels of performance of outstanding awards. The compensation cost not
yet recognized could be higher or lower based on actual achieved levels of performance.
Restricted Stock Units (“RSUs”)
RSU awards granted under the Plan do not entitle recipients to vote or receive dividends during the vesting period and
will be forfeited in the event of the recipient’s termination of employment, except for certain circumstances. The fair value of
restricted stock and restricted stock units is the closing market price per share of the Company’s stock on the grant date less the
present value of the expected dividends not received during the vesting period.
The weighted average grant-date fair value of the RSUs granted under the Plan during 2024, 2023 and 2022 was as
follows:
Years Ended December 31,
2024
2023
2022
Weighted average grant-date fair value...............................................
$
114.07
$
134.63
$
109.09
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
84
During the year ended December 31, 2024, the Company granted 200,560 RSU awards. These awards entitle the
participant to receive one share of the Company’s common stock for each RSU granted and vest one-third per year over a three-
year requisite service period. The compensation expense associated with all RSU awards is being amortized ratably over the
requisite service period for the awards that are expected to vest. RSU transactions during the year ended December 31, 2024
were as follows:
RSUs
Weighted-Average
Grant Date
Fair Value
Shares awarded but not vested at January 1 ..................................................................
213,947
$
122.48
Shares awarded..............................................................................................................
200,560
114.07
Shares forfeited..............................................................................................................
(37,305)
116.87
Shares vested .................................................................................................................
(108,000)
119.25
Shares awarded but not vested at December 31 ............................................................
269,202
$
118.29
During January 2025, 56,009 RSUs shares were issued, net of 34,605 shares that were withheld for taxes. The Plan allows
for the participant to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the
participant’s tax withholding to satisfy the participant’s statutory minimum federal, state and employment taxes which would be
payable at the time of grant. As of December 31, 2024, the total compensation cost related to the unvested RSUs not yet
recognized was approximately $19.6 million, and the weighted average period over which it is expected to be recognized is
approximately one and one-half years.
2025 Awards
On January 29, 2025, the Company granted 215,621 performance award shares (subject to the Company achieving
future target levels of performance) and 148,578 RSUs under the Plan. The 2025 grant of performance award shares is subject
to a total shareholder return modifier.
Director Restricted Stock Grants
Pursuant to the Plan, all non-employee directors receive annual restricted stock grants of the Company’s common
stock. All restricted stock grants made to the Company’s directors are restricted as to transferability for a period of one year. In
the event a director departs from the Company’s Board of Directors, the non-transferability period expires immediately. The
plan allows each director to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed
to the participant’s tax withholding to satisfy the statutory minimum federal, state and employment taxes that would be payable
at the time of grant. The 2024 grant was made on April 25, 2024, and equated to 14,148 shares of common stock, of which
12,842 shares of common stock were issued, after shares were withheld for taxes. The Company recorded stock compensation
expense of approximately $1.7 million during 2024 associated with these grants.
16.
STOCKHOLDERS' EQUITY
Common Stock
At December 31, 2024, the Company had 150,000,000 authorized shares of common stock with a par value of $0.01
per share, with approximately 74,420,952 shares of common stock outstanding and approximately 3,441,051 shares reserved for
issuance under the Company’s Plan (See Note 15).
Share Repurchase Program
In November 2024, the Company entered into an accelerated share repurchase ("ASR") agreement with a financial
institution to repurchase $22.0 million of shares of its common stock. The Company received approximately 228,969 shares
associated with the completion of this transaction as of December 31, 2024. In November 2023, the Company entered into an
ASR agreement with a financial institution to repurchase $53.0 million of shares of its common stock. The Company received
approximately 371,669 shares associated with this transaction as of December 31, 2023. In January 2024, the Company
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
85
received an additional 82,883 shares upon final settlement of its November 2023 ASR agreement. In August and November
2021, the Company entered into two ASR agreements with financial institutions to repurchase an aggregate of $135.0 million of
shares of its common stock. The Company received approximately 952,204 shares associated with these transactions as of
December 31, 2021. In January 2022, the Company received an additional 113,824 shares upon final settlement of its
November 2021 ASR agreement. 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 capital” and “Retained
earnings” within our Consolidated Balance Sheets.
As of December 31, 2024, the remaining amount authorized to be repurchased under board-approved share repurchase
authorizations was approximately $35.0 million, which has no expiration date.
Dividends
The Company’s Board of Directors has declared and the Company has paid cash dividends per common share during
the following years:
2024(1)
2023(2)
2022(3)
Dividends declared and paid per common share.................................................... $
3.66
$
6.10
$
5.40
On January 16, 2025, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per common
share to be paid on March 14, 2025, to all stockholders of record as of the close of business February 14, 2025.
____________________________________
(1)
The Company’s Board of Directors declared and the Company has paid quarterly cash dividends of $0.29 per common share during each quarter of 2024.
In addition, the Company's Board of Directors declared and the Company paid a special variable dividend of $2.50 per common share during 2024
totaling approximately $186.6 million.
(2)
On April 27, 2023, the Company’s Board of Directors approved a quarterly dividend of $0.29 per common share outstanding commencing in the second
quarter of 2023. The Company’s Board of Directors declared and the Company has paid quarterly cash dividends of $0.29 per common share beginning in
the second quarter of 2023, from $0.24 per common share in the first quarter of 2023. In addition, the Company's Board of Directors declared and the
Company paid a special variable dividend of $5.00 per common share during 2023 totaling approximately $374.4 million.
(3)
On April 28, 2022, the Company’s Board of Directors approved a quarterly dividend of $0.24 per common share outstanding commencing in the second
quarter of 2022. The Company’s Board of Directors declared and the Company has paid quarterly cash dividends of $0.24 per common share beginning in
the second quarter of 2022, from $0.20 per common share in the first quarter of 2022. In addition, the Company's Board of Directors declared and the
Company paid a special variable dividend of $4.50 per common share during 2022 totaling approximately $335.7 million.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
86
Accumulated Other Comprehensive Loss
The following table sets forth changes in accumulated other comprehensive loss by component, net of tax, attributed to
AGCO Corporation for the years ended December 31, 2024, 2023 and 2022 (in millions):
Defined Pension
and Postretirement
Benefit Plans
Cumulative
Translation
Adjustment
Deferred Gains
and Losses on
Derivatives
Total
Accumulated other comprehensive loss,
December 31, 2021 .......................................... $
(230.4) $
(1,540.1) $
(0.4) $
(1,770.9)
Other comprehensive loss before
reclassifications..............................................
(7.2)
(30.9)
(14.6)
(52.7)
Net losses reclassified from accumulated
other comprehensive loss...............................
6.4
—
14.1
20.5
Other comprehensive loss ...............................
(0.8)
(30.9)
(0.5)
(32.2)
Accumulated other comprehensive loss,
December 31, 2022 .......................................... $
(231.2) $
(1,571) $
(0.9) $
(1,803.1)
Other comprehensive income (loss) before
reclassifications..............................................
(15.7)
102.3
(8.9)
77.7
Net losses reclassified from accumulated
other comprehensive loss...............................
8.3
—
9.0
17.3
Other comprehensive income (loss)................
(7.4)
102.3
0.1
95.0
Accumulated other comprehensive loss,
December 31, 2023 .......................................... $
(238.6) $
(1,468.7) $
(0.8) $
(1,708.1)
Other comprehensive income (loss) before
reclassifications..............................................
(3.1)
(224.3)
3.4
(224.0)
Net losses reclassified from accumulated
other comprehensive loss...............................
22.9
—
6.3
29.2
Other comprehensive income (loss).................
19.8
(224.3)
9.7
(194.8)
Accumulated other comprehensive loss,
December 31, 2024 .......................................... $
(218.8) $
(1,693.0) $
8.9
$
(1,902.9)
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
87
The following table sets forth reclassification adjustments out of accumulated other comprehensive loss by component
attributed to AGCO Corporation for the years ended December 31, 2024, 2023 and 2022 (in millions):
Details about Accumulated Other
Comprehensive Loss Components
Amount Reclassified from Accumulated Other
Comprehensive Loss
Affected Line Item
within the
Consolidated
Statements of
Operations
Year ended
December 31,
2024(1)
Year ended
December 31,
2023(1)
Year ended
December 31,
2022(1)
Derivatives:
Net losses on foreign currency contracts ..........
$
6.7
$
11.1
$
14.5
Cost of goods sold
Net losses on commodity contracts...................
0.3
0.1
4.7
Cost of goods sold
Net gains on treasury rate locks........................
(0.7)
—
—
Interest expense, net
Reclassification before tax....................................
6.3
11.2
19.2
Income tax benefit................................................
—
(2.2)
(5.1) Income tax provision
Reclassification net of tax ....................................
$
6.3
$
9.0
$
14.1
Defined pension and postretirement benefit
plans:
Amortization of net actuarial losses..................
$
10.5
$
9.4
$
8.7
Other expense, net(2)
Amortization of prior service cost ....................
1.5
1.7
0.2
Other expense, net(2)
Net loss recognized due to settlement...............
18.8
—
—
Other expense, net(2)
Reclassification before tax....................................
30.8
11.1
8.9
Income tax benefit................................................
(7.9)
(2.8)
(2.5) Income tax provision
Reclassification net of tax ....................................
$
22.9
$
8.3
$
6.4
Net losses reclassified from accumulated other
comprehensive loss...........................................
$
29.2
$
17.3
$
20.5
____________________________________
(1)
Losses (Gains) included within the Consolidated Statements of Operations for the years ended December 31, 2024 and 2023, respectively.
(2)
These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. Refer to
Note 20 of the Company’s Consolidated Financial Statements.
17.
NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number
of common shares outstanding during each period. Diluted net income (loss) per common share assumes the exercise of
outstanding stock-settled stock appreciation rights ("SSARs") and the vesting of restricted stock units ("RSUs") using the
treasury stock method when there is no other circumstance other than the passage of time under which they would not be
issued, and the effects of such assumptions are dilutive.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
88
A reconciliation of net income (loss) attributable to AGCO Corporation and weighted average common shares
outstanding for purposes of calculating basic and diluted net income (loss) per share for the years ended December 31, 2024,
2023 and 2022 is as follows (in millions, except per share data):
2024(1)
2023
2022
Basic net income (loss) per share:
Net income (loss) attributable to AGCO Corporation..................................................... $
(424.8) $
1,171.4
$
889.6
Weighted average number of common shares outstanding.............................................
74.6
74.8
74.6
Basic net income (loss) per share attributable to AGCO Corporation............................... $
(5.69) $
15.66
$
11.92
Diluted net income (loss) per share:
Net income (loss) attributable to AGCO Corporation..................................................... $
(424.8) $
1,171.4
$
889.6
Weighted average number of common shares outstanding.............................................
74.6
74.8
74.6
Dilutive SSARs and RSUs ..............................................................................................
0.1
0.1
0.3
Weighted average number of common shares and common share equivalents
outstanding for purposes of computing diluted net income (loss) per share..................
74.7
74.9
74.9
Diluted net income (loss) per share attributable to AGCO Corporation............................ $
(5.69) $
15.63
$
11.87
____________________________________
(1)
As the Company has reported a loss for 2024, all potentially dilutive securities are antidilutive, and accordingly, basic net loss per share equals diluted net
loss per share.
18.
RELATED PARTY TRANSACTIONS
Rabobank, a financial institution based in the Netherlands, is a 51% owner in the Company’s finance joint ventures,
which are located in the United States, Canada, Europe, Brazil, Argentina and Australia. Rabobank is also the principal agent
and participant in the Company’s revolving credit facility (see Note 12). The majority of the assets of the Company’s finance
joint ventures represents finance receivables. The majority of the liabilities represents notes payable and accrued interest.
Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies,
primarily through lines of credit. During 2024 and 2023, respectively, the Company made a total of approximately
$12.0 million and $24.6 million of additional investments in its finance joint venture in Brazil. During 2022, the Company did
not make additional investments in its finance joint ventures. During 2024, 2023, and 2022, the Company received
approximately $13.7 million, $28.9 million and $27.0 million, respectively, of dividends from certain of its finance joint
ventures.
The Company’s finance joint ventures provide retail financing and wholesale financing to its dealers. The terms of
the financing arrangements offered to the Company’s dealers are similar to arrangements the finance joint ventures provide to
unaffiliated third parties. In addition, the Company transfers, on an ongoing basis, a majority of its wholesale receivables in
North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint ventures (see Note 5).
The Company has outstanding guarantees of residual values that may be owed to its finance joint ventures in the U.S. and
Canada upon the expiration of certain eligible operating leases and also has guarantees with its other finance joint ventures (see
Note 22). In addition, as part of sales incentives provided to end users, the Company may from time to time subsidize interest
rates of retail financing provided by its finance joint ventures. The cost of those programs is recognized at the time of sale to the
Company’s dealers (see Note 1).
The Company has a minority equity interest in Tractors and Farm Equipment Limited (“TAFE”), which manufactures
and sells Massey Ferguson-branded equipment primarily in India, and also supplies tractors and components to the Company
for sale in other markets. Mallika Srinivasan, who is the Chairman and Managing Director of TAFE, is currently a member of
the Company’s Board of Directors. As of December 31, 2024, TAFE beneficially owned 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 and TAFE are parties to an agreement pursuant to which, among other things, TAFE has agreed not to purchase in
excess of 12,150,152 shares of the Company’s common stock, subject to certain adjustments, and the Company has agreed to
annually nominate a TAFE representative to its Board of Directors. During 2024, 2023 and 2022, the Company purchased
approximately $165.9 million, $171.6 million and $148.7 million, respectively, of tractors and components from TAFE. During
2024, 2023 and 2022, the Company sold approximately $5.0 million, $3.6 million and $1.2 million, respectively, of parts to
TAFE. In April 2024, the Company terminated all of its commercial relationships with TAFE and does not expect to incur
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
89
material purchases. The Company received dividends from TAFE of approximately $3.3 million, $2.9 million and $2.1 million
during 2024, 2023 and 2022, respectively.
19.
INCOME TAXES
The sources of income (loss) before income taxes and equity in net earnings of affiliates were as follows for the years
ended December 31, 2024, 2023 and 2022 (in millions):
2024
2023
2022
United States ...................................................................................................................... $ (1,314.3) $
(63.5) $
(60.2)
Foreign ...............................................................................................................................
880.7
1,397.0
1,167.4
Income (loss) before income taxes and equity in net earnings of affiliates ....................... $
(433.6) $
1,333.5
$
1,107.2
The provision (benefit) for income taxes by location of the taxing jurisdiction for the years ended December 31, 2024,
2023 and 2022 consisted of the following (in millions):
2024
2023
2022
Current:
United States.................................................................................................................... $
(2.3) $
61.2
$
26.0
Foreign.............................................................................................................................
203.3
433.6
328.6
201.0
494.8
354.6
Deferred:
United States....................................................................................................................
(126.6)
(82.8)
(55.3)
Foreign.............................................................................................................................
24.0
(181.6)
(2.7)
(102.6)
(264.4)
(58.0)
$
98.4
$
230.4
$
296.6
The Company's income tax provision as of December 31, 2023 includes a benefit of $112.3 million related to the
recognition of a deferred tax asset of $197.7 million, net of a valuation allowance of $85.4 million, related to the finalization of
negotiations surrounding the application of Swiss Tax reform legislation enacted in 2020. The provision also includes a charge
of approximately $26.4 million associated with our enrollment in a Brazilian tax amnesty program, “Litigation Zero”, discussed
further below.
A reconciliation of income taxes computed at the United States federal statutory income tax rate (21% for 2024, 2023
and 2022) to the provision for income taxes reflected in the Company’s Consolidated Statements of Operations for the years
ended December 31, 2024, 2023 and 2022 is as follows (in millions):
2024
2023
2022
Provision for income taxes at United States federal statutory rate..................................... $
(91.1) $
280.0
$
232.5
Impairment charges............................................................................................................
108.1
—
—
State and local income taxes, net of federal income tax effects.........................................
(19.8)
(3.0)
(2.9)
Taxes on foreign income which differ from the United States statutory rate(1) .................
23.7
(193.9)
43.6
Foreign inclusion, net of foreign tax credits.......................................................................
42.8
13.5
4.4
Tax effect of permanent differences...................................................................................
13.6
(34.0)
(4.6)
Change in valuation allowance(1) .......................................................................................
13.1
116.5
0.7
Change in tax contingency reserves...................................................................................
30.1
33.2
25.5
Research and development tax credits ...............................................................................
(6.4)
(9.6)
(6.9)
Brazil Amnesty Program, net of United States foreign tax credit......................................
—
26.4
—
Other, net(2).........................................................................................................................
(15.7)
1.3
4.3
$
98.4
$
230.4
$
296.6
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
90
____________________________________
(1)
In 2023, a gross deferred tax asset of $197.7 million less a valuation allowance of $85.4 million was recognized to reflect future Swiss tax incentives the
Company anticipates it will be able to utilize by 2034 when the incentive expires.
(2)
In recent decisions, the Brazilian courts have confirmed a favorable tax ruling regarding the taxability of certain state value added tax incentive benefits,
which allowed the Company to record a $29.6 million reduction in the provision for income taxes during the year ended December 31, 2024. Further, in
2024, “Other, net” also includes a provision of approximately $12.7 million related to a noncontrolling interest.
The significant components of the deferred tax assets and liabilities at December 31, 2024 and 2023 were as follows
(in millions):
2024
2023
Deferred Tax Assets:
Net operating loss carryforwards.......................................................................................................... $
30.3
$
42.1
Sales incentive discounts ......................................................................................................................
117.8
102.5
Inventory valuation reserves.................................................................................................................
48.8
50.0
Pension and postretirement health care benefits...................................................................................
15.4
17.9
Warranty and other reserves .................................................................................................................
122.0
162.8
Research and development tax credits..................................................................................................
0.3
5.1
Foreign tax credits.................................................................................................................................
36.0
33.4
Swiss tax basis adjustment....................................................................................................................
182.8
197.7
Investment in affiliates..........................................................................................................................
67.5
—
Other .....................................................................................................................................................
30.6
22.7
Total gross deferred tax assets ............................................................................................................
651.5
634.2
Valuation allowance............................................................................................................................
(147.2)
(149.8)
Total deferred tax assets...................................................................................................................
504.3
484.4
Deferred Tax Liabilities:
Tax over book depreciation and amortization ......................................................................................
62.3
102.5
Investment in affiliates..........................................................................................................................
—
3.9
Other .....................................................................................................................................................
6.0
19.0
Total deferred tax liabilities..............................................................................................................
68.3
125.4
Net deferred tax assets ................................................................................................................. $
436.0
$
359.0
Amounts recognized in Consolidated Balance Sheets:
Deferred tax assets - noncurrent ........................................................................................................... $
561.0
$
481.6
Deferred tax liabilities - noncurrent......................................................................................................
(125.0)
(122.6)
$
436.0
$
359.0
As reflected in the preceding table, the Company recorded a net deferred tax asset of $436.0 million and
$359.0 million as of December 31, 2024 and 2023, respectively, and had a valuation allowance against its gross deferred tax
assets of approximately $147.2 million and $149.8 million as of December 31, 2024 and 2023, respectively.
The Company maintains a valuation allowance to reserve a portion of its net deferred tax assets in the United States
and certain foreign 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. The Company assessed the likelihood that its deferred tax assets would be recovered
from estimated future taxable income and the current economic climate, as well as available tax planning strategies, and
determined that all adjustments to the valuation allowance were appropriate. The Company believes it is more likely than not
that it will realize its remaining net deferred tax assets, net of the valuation allowance, in future years.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
91
Changes in the valuation allowance during the years ended December 31, 2024, 2023 and 2022 are summarized as
follows (in millions):
Additions
Description
Balance at
Beginning
of Period
Acquired
Businesses
Charged
(Credited) to
Costs and
Expenses(1)
Deductions(2)
Foreign
Currency
Translation
Balance at
End of
Period
Year ended December 31, 2024
Deferred tax valuation allowance ...............
$
149.8
$
—
$
13.1
$
(8.7) $
(7.0) $
147.2
Year ended December 31, 2023
Deferred tax valuation allowance ...............
$
47.3
$
—
$
116.5
$
(16.7) $
2.7
$
149.8
Year ended December 31, 2022
Deferred tax valuation allowance ...............
$
47.4
$
—
$
0.7
$
—
$
(0.8) $
47.3
____________________________________
(1)
The amounts recorded to expense in 2024 are primarily related to China and the amounts recorded to expense in 2023 are primarily related to Switzerland
and the U.S. There were no amounts credited or charged through other comprehensive income during 2024, 2023 and 2022.
(2)
The deductions in 2024 are primarily related to reversal of valuation allowance from the divestiture of the majority of the Company's G&P business. The
deductions in 2023 are primarily related to reversal of valuation allowance from the effective utilization of certain tax losses in the Brazil amnesty
program.
The Company had net operating loss carryforwards of $93.9 million as of December 31, 2024, with expiration dates as
follows: 2025 - $0.7 million; 2026 - $0.3 million; 2027 - $4.0 million; 2028 and thereafter - $42.3 million and unlimited - $46.6
million. The net operating loss carryforwards of $93.9 million are entirely in tax jurisdictions outside of the United States. The
amount of the Company’s U.S. state net operating loss carryforwards is not material.
The Company paid income taxes of $344.0 million, $463.6 million and $304.0 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
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. At December 31, 2024 and 2023, the Company had approximately $9.3 million and $9.9 million, respectively, of
accrued or deferred taxes related to uncertain income tax positions connected with ongoing income tax audits in various
jurisdictions that it expects to settle or pay in the next 12 months, reflected in “Other current liabilities” in the Company’s
Consolidated Balance Sheets. At December 31, 2024 and 2023, the Company had approximately $378.4 million and
$344.2 million, respectively, of accrued taxes reflected in “Other noncurrent liabilities” in the Company’s Consolidated Balance
Sheets. The Company accrued approximately $3.6 million and $0.3 million of interest and penalties related to unrecognized tax
benefits in its provision for income taxes during 2024 and 2023, respectively. At December 31, 2024 and 2023, the Company
had accrued interest and penalties related to unrecognized tax benefits of $30.9 million and $27.9 million, respectively.
A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits as of
and during the years ended December 31, 2024 and 2023 is as follows (in millions):
2024
2023
Gross unrecognized income tax benefits at the beginning of the year................................................. $
351.2
$
281.7
Additions for tax positions of the current year ....................................................................................
55.8
67.9
Additions for tax positions of prior years ............................................................................................
7.4
5.5
Reductions for tax positions of prior years for:
Changes in judgments .......................................................................................................................
(0.5)
2.8
Settlements during the year...............................................................................................................
—
(15.4)
Lapses of applicable statute of limitations ........................................................................................
(2.4)
(2.0)
Foreign currency translation and other..............................................................................................
(24.1)
10.7
Gross unrecognized income tax benefits at the end of the year........................................................... $
387.4
$
351.2
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
92
At December 31, 2024 and 2023, the Company had $387.4 million and $351.2 million, respectively, of unrecognized
income tax benefits, which would affect the Company’s effective tax rate if recognized. The reconciliation of gross
unrecognized income tax benefits above for 2024 and 2023 excludes certain indirect favorable effects that relate to other tax
jurisdictions of approximately $126.4 million and $103.9 million, respectively. The change in certain indirect favorable effects
between 2024 and 2023 includes approximately $30.2 million and $26.7 million, respectively, related to additions and
reductions for tax positions of current and prior years, changes in judgments and lapses of statutes of limitations. During 2022,
the Company made the determination that it will be able to utilize approximately $15.7 million of indirect favorable benefits in
the United States related to the settlement of a foreign audit examination. In addition, the gross unrecognized income tax
benefits as of December 31, 2024 and 2023 exclude certain deposits made in a foreign jurisdiction of approximately $25.2
million, net of $18.5 million refunds received, and $26.9 million, net of $19.7 million refunds received, respectively, associated
with an ongoing audit.
The Company and its subsidiaries file income tax returns in the United States and in various state, local and foreign
jurisdictions. The Company and its subsidiaries are routinely examined by tax authorities in these jurisdictions. As of
December 31, 2024, a number of income tax examinations in foreign jurisdictions, as well as the United States, were ongoing.
It is possible that certain of these ongoing examinations may be resolved within 12 months. Due to the potential for resolution
of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the
Company’s gross unrecognized income tax benefits balance may materially change within the next 12 months. In certain
foreign jurisdictions, there are either statutory expirations or the Company’s settlement expectations such that approximately
$9.3 million could be concluded within the next 12 months. Although there are ongoing examinations in various federal and
state jurisdictions, the 2019 through 2024 tax years generally remain subject to examination in the United States by applicable
authorities. In the Company’s significant foreign jurisdictions, primarily the United Kingdom, France, Germany, Switzerland,
Finland and Brazil, the 2019 through 2024 tax years generally remain subject to examination by their respective tax authorities.
In 2008 and 2012, 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 the Company’s Brazilian operations and the
related transfer of certain assets to the Company’s Brazilian subsidiaries. The amount of the tax disallowance through
December 31, 2023 would have been approximately 131.5 million Brazilian reais (or approximately $27.1 million) and subject
to significant interest and penalties. In the first quarter of 2023, the Brazilian government issued a “Litigation Zero” tax
amnesty program, whereby cases being disputed at the administrative court level of review for a period of more than ten years
could be considered for amnesty. Enrollment in the amnesty program was not considered an admission of guilt and allowed for
outstanding contested cases to be settled at a significant monetary discount. The Company contested the disallowance and had
been historically advised by its legal and tax advisors that its position was allowable under the tax laws of Brazil. After
weighing various impacts involved with enrollment, including the avoidance of potential interest, penalties and legal costs, the
Company enrolled in the program in the quarter ended March 31, 2023. The Company recorded approximately 182.6 million
Brazilian reais (or approximately $34.8 million) within “Income tax provision” net of associated U.S. income tax credits of
approximately $8.4 million and completed its installment payments related to its enrollment in the program during the year
ended December 31, 2023.
20.
PENSION AND POSTRETIREMENT BENEFIT PLANS
The Company sponsors defined benefit pension plans covering certain employees, principally in the United Kingdom,
Germany, Switzerland, Finland, France, Norway and Argentina. The Company also provides certain postretirement health care
and life insurance benefits for certain employees, principally in the United States and Brazil.
The Company merged its U.S. qualified defined benefit pension plans for hourly and salaried employees into one plan
(the "Plan") on December 31, 2023 and finalized the termination of the Plan in 2024. In connection with the termination
process, the Company offered a lump sum benefit payout option to Plan participants, and the remaining assets of the Plan were
used to purchase a group annuity contract that transferred the remaining plan liabilities to an insurance carrier. The termination
process was finalized by December 31, 2024 and the settlement resulted in the recognition of approximately $18.5 million
within “Other expense, net” within the Company's Consolidated Statements of Operations representing the amounts previously
recognized in accumulated other comprehensive loss. As of December 31, 2024, there were no remaining balances on the
balance sheet related to the Plan.
The Company also maintains an Executive Nonqualified Pension Plan (“ENPP”) in the U.S. that provides certain
senior executives with retirement income for a period of 15 years or up to a lifetime annuity, if certain requirements are met.
Benefits under the ENPP vest if the participant has attained age 50 and has at least ten years of service (including five years
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
93
as a participant in the ENPP), but are not payable until the participant reaches age 65. The lifetime annuity benefit generally is
available only to vested participants who retire on or after reaching age 65 and was eliminated during 2021 for participants
reaching age 65 subsequent to December 31, 2022. The ENPP is an unfunded, nonqualified defined benefit pension plan. The
ENPP is frozen as of December 31, 2024 against future benefit accruals.
Net annual pension costs for the years ended December 31, 2024, 2023 and 2022 for the Company’s defined benefit
pension plans and ENPP are set forth below (in millions):
Pension benefits
2024
2023
2022
Service cost................................................................................................
$
8.2
$
9.6
$
12.8
Interest cost................................................................................................
27.8
29.3
14.8
Expected return on plan assets...................................................................
(30.8)
(30.4)
(16.9)
Amortization of net actuarial losses ..........................................................
1.4
9.4
8.7
Amortization of prior service cost.............................................................
10.5
1.5
0.1
Net (gain) loss recognized due to settlement.............................................
18.8
0.4
(0.4)
Curtailment (gain) loss ..............................................................................
(0.2)
—
—
Net annual pension cost.............................................................................
$
35.7
$
19.8
$
19.1
The components of net periodic pension and postretirement benefits cost, other than the service cost component,
are included in “Other expense, net” in the Company’s Consolidated Statements of Operations.
The weighted average assumptions used to determine the net annual pension costs for the Company’s defined benefit
pension plans and ENPP for the years ended December 31, 2024, 2023 and 2022 are as follows:
2024
2023
2022
All plans:
Weighted average discount rate ...............................................................
4.5 %
4.9 %
1.9 %
Weighted average expected long-term rate of return on plan assets........
5.5 %
5.5 %
2.3 %
Rate of increase in future compensation ..................................................
1.7%-5.0%
1.8%-5.0%
1.5%-5.0%
U.S.-based plans:
Weighted average discount rate ...............................................................
5.3 %
5.7 %
3.1 %
Weighted average expected long-term rate of return on plan assets(1).....
5.8 %
5.8 %
4.3 %
Rate of increase in future compensation(2) ...............................................
5.0 %
5.0 %
5.0 %
___________________________________
(1)
Applicable for U.S. funded, qualified plan.
(2)
Applicable for U.S. unfunded, nonqualified plan.
Net annual postretirement benefit costs, and the weighted average discount rate used to determine them, for the years
ended December 31, 2024, 2023 and 2022 are set forth below (in millions, except percentages):
Postretirement benefits
2024
2023
2022
Service cost................................................................................................
$
—
$
0.1
$
0.1
Interest cost................................................................................................
1.5
1.3
0.9
Amortization of prior service cost.............................................................
0.1
0.2
0.1
Net annual postretirement benefit cost ......................................................
$
1.6
$
1.6
$
1.1
Weighted average discount rate.................................................................
6.7 %
6.6 %
4.1 %
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
94
The following tables set forth reconciliations of the changes in benefit obligation, plan assets and funded status as of
December 31, 2024 and 2023 (in millions):
Pension and ENPP Benefits
Postretirement Benefits
Change in benefit obligation
2024
2023
2024
2023
Benefit obligation at beginning of year........................
$
647.0
$
611.6
$
23.0
$
21.2
Service cost...................................................................
8.2
9.6
—
0.1
Interest cost...................................................................
27.8
29.3
1.5
1.3
Plan participants’ contributions....................................
1.3
1.3
—
—
Actuarial losses (gains).................................................
(42.3)
21.6
(3.1)
1.7
Amendments.................................................................
(0.3)
0.1
1.6
—
Settlements....................................................................
(34.0)
(4.9)
—
—
Benefits paid.................................................................
(44.4)
(46.1)
(1.9)
(1.8)
Foreign currency exchange rate changes......................
(12.2)
24.5
(1.4)
0.5
Curtailment...................................................................
(1.0)
—
—
—
Benefit obligation at end of year ..................................
$
550.1
$
647.0
$
19.7
$
23.0
Pension and ENPP Benefits
Postretirement Benefits
Change in plan assets
2024
2023
2024
2023
Fair value of plan assets at beginning of year...............
$
572.0
$
528.7
$
—
$
—
Actual return on plan assets..........................................
(18.2)
31.2
—
—
Employer contributions ................................................
26.9
35.1
1.8
1.8
Plan participants’ contributions....................................
1.3
1.3
—
—
Benefits paid.................................................................
(44.4)
(46.1)
(1.9)
(1.8)
Settlements....................................................................
(33.9)
(4.9)
—
—
Foreign currency exchange rate changes......................
(9.7)
26.7
0.1
—
Fair value of plan assets at end of year.........................
$
494.0
$
572.0
$
—
$
—
Funded status................................................................
$
(56.0) $
(75.0) $
(19.7) $
(23.0)
Amounts recognized in Consolidated
Balance Sheets:
Other assets (noncurrent)..............................................
$
92.9
$
85.0
$
—
$
—
Other current liabilities.................................................
(7.5)
(7.4)
(1.6)
(1.6)
Accrued expenses .........................................................
(3.7)
(4.1)
—
—
Pension and postretirement health care benefits
(noncurrent) ..................................................................
(137.7)
(148.5)
(18.1)
(21.4)
Net amount recognized.................................................
$
(56.0) $
(75.0) $
(19.7) $
(23.0)
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
95
The following table summarizes the activity in accumulated other comprehensive loss related to the Company’s ENPP
and defined pension and postretirement benefit plans during the years ended December 31, 2024, 2023 and 2022 (in millions):
Before-Tax
Amount
Income
Tax Expense
(Benefit)
After-Tax
Amount
Accumulated other comprehensive loss as of December 31, 2021 ...........
$
(302.4) $
(72.0) $
(230.4)
Prior service cost arising during the year ..................................................
(25.5)
(6.4)
(19.1)
Net gain recognized due to settlement.......................................................
(0.4)
—
(0.4)
Net actuarial gain arising during the year..................................................
15.0
2.7
12.3
Amortization of prior service cost.............................................................
0.2
0.2
—
Amortization of net actuarial losses ..........................................................
8.7
2.3
6.4
Accumulated other comprehensive loss as of December 31, 2022 ...........
$
(304.4) $
(73.2) $
(231.2)
Net loss recognized due to settlement .......................................................
0.4
—
0.4
Net actuarial loss arising during the year ..................................................
(21.5)
(5.4)
(16.1)
Amortization of prior service cost ............................................................
1.7
0.4
1.3
Amortization of net actuarial losses ..........................................................
9.4
2.4
7.0
Accumulated other comprehensive loss as of December 31, 2023 ...........
$
(314.4) $
(75.8) $
(238.6)
Prior service cost arising during the year ..................................................
(1.4)
(0.5)
(0.9)
Net loss recognized due to settlement .......................................................
18.8
4.8
14.0
Net actuarial loss arising during the year ..................................................
(2.7)
(0.5)
(2.2)
Amortization of prior service cost ............................................................
1.5
0.4
1.1
Amortization of net actuarial losses .........................................................
10.5
2.7
7.8
Accumulated other comprehensive loss as of December 31, 2024 ...........
$
(287.7) $
(68.9) $
(218.8)
The unrecognized net actuarial losses included in accumulated other comprehensive loss related to the Company’s
defined benefit pension plans and ENPP as of December 31, 2024 and 2023 are set forth below (in millions):
2024
2023
Unrecognized net actuarial losses............................................................................................ $
256.7
$
280.2
The decrease in unrecognized net actuarial losses between years is primarily due to the termination of the U.S.
qualified defined benefits plan, as well as the total net impact of the changes in the assumptions, specifically the increase in the
discount rate. The unrecognized net actuarial losses will be impacted in future periods by actual asset returns, discount rate
changes, currency exchange rate fluctuations, actual demographic experience and certain other factors. For some of the
Company’s defined benefit pension plans, these losses, to the extent they exceed 10% of the greater of the plan’s liabilities or
the fair value of assets (“the gain/loss corridor”), will be amortized on a straight-line basis over the periods discussed as
follows. For the Company’s U.K. defined benefit pension plan, 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 the Company’s 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, 2024, the average amortization periods were as follows:
ENPP
U.K. Plan
Average amortization period of losses related to defined benefit pension plans....................
6 years
16 years
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
96
The following table summarizes the unrecognized prior service cost related to the Company’s defined benefit pension
plans as of December 31, 2024 and 2023 (in millions):
2024
2023
Unrecognized prior service cost.............................................................................................. $
29.8
$
31.4
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.
The following table summarizes the unrecognized net actuarial gains included in the Company’s accumulated other
comprehensive loss related to the Company’s U.S. and Brazilian postretirement health care benefit plans as of December 31,
2024 and 2023 (in millions):
2024
2023
Unrecognized net actuarial gains(1) ......................................................................................... $
(3.3) $
(0.2)
___________________________________
(1)
Includes a gain of approximately $1.3 million and $1.2 million, respectively, related to the Company’s U.S. postretirement benefit plans.
The change in unrecognized net actuarial gains related to the Company’s U.S. and Brazilian postretirement benefit
plans is primarily resulting from the gain in relation to the change in the projected benefit obligation as a result of the favorable
impact of the underlying assumptions as of December 31, 2024. The unrecognized net actuarial gains or losses will be impacted
in future periods by discount rate changes, actual demographic experience, actual health care inflation and certain other factors.
These gains or losses, to the extent they exceed the gain/loss corridor, will be amortized on a straight-line basis over the average
remaining service period of active employees expected to receive benefits, or the average remaining lives of inactive
participants, covered under the postretirement benefit plans. As of December 31, 2024, the gains or losses did not exceed the
corridor for the Company’s U.S. postretirement benefit plan and therefore, there will be no amortization of unrecognized gains
or losses during 2025.
As of December 31, 2024 and 2023, the net prior service cost related to the Company’s Brazilian postretirement health
care benefit plans was as follows (in millions):
2024
2023
Net prior service cost .............................................................................................................. $
4.5
$
3.0
The following table summarizes the fair value of plan assets, aggregate projected benefit obligation and accumulated
benefit obligation as of December 31, 2024 and 2023 for defined benefit pension plans, ENPP and other postretirement plans
with accumulated benefit obligations in excess of plan assets (in millions):
2024
2023
All plans:
Fair value of plan assets ....................................................................................................... $
30.7
$
37.3
Projected benefit obligation..................................................................................................
199.3
220.2
Accumulated benefit obligation ...........................................................................................
189.8
209.3
U.S.-based plans and ENPP:
Fair value of plan assets ....................................................................................................... $
—
$
—
Projected benefit obligation..................................................................................................
102.5
104.9
Accumulated benefit obligation ...........................................................................................
102.5
104.1
The amounts for 2024 and 2023 disclosed above do not include the fair value of plan assets, the projected benefit
obligation or the accumulated benefit obligation related to the Company’s U.K. plan. The Company’s U.K. plan’s fair value of
plan assets was in excess of the plan’s accumulated benefit obligation as of December 31, 2024 and 2023.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
97
The Company’s defined benefit pension obligation has been reflected in the manner in which its defined benefit plans
are being administered or expected to be administered in the future. The obligation and resulting liability or asset is calculated
employing both actuarial and legal assumptions. These assumptions include, but are not limited to, future inflation, the return
on pension assets, discount rates, life expectancy and potential salary increases. There are also assumptions related to the
manner in which individual benefit plan benefits are calculated, some of which are legal in nature and include, but are not
limited to, member eligibility, years of service, and the uniformity of both guaranteed minimum pension benefits and member
normal retirement ages for men and women. Some of these assumptions also are subject to the outcome of certain legal cases,
which are currently unknown. In the event that any of these assumptions or the administration approach are proven to be
different from the Company’s current interpretations and approach, there could be material increases or decreases in the
Company’s defined benefit pension obligation and related amounts such as prior service cost and actuarial gains and losses, as
well as the related amount and timing of future contributions to be paid by the Company.
The weighted average assumptions used to determine the benefit obligation for the Company’s defined benefit pension
plans and ENPP as of December 31, 2024 and 2023 are as follows:
2024
2023
All plans:
Weighted average discount rate............................................................................................
5.1 %
4.5 %
Rate of increase in future compensation ..............................................................................
1.5%-5.0%
1.7%-5.0%
U.S.-based plans:
Weighted average discount rate............................................................................................
5.8 %
5.3 %
Rate of increase in future compensation(1) ...........................................................................
5.0 %
5.0 %
____________________________________
(1)
Applicable for U.S. unfunded, nonqualified plan.
The weighted average discount rate used to determine the benefit obligation for the Company’s postretirement benefit
plans for the years ended December 31, 2024 and 2023 was 7.2% and 6.7%, respectively.
For the years ended December 31, 2024, 2023 and 2022, the Company used a globally consistent methodology to set
the discount rate in the countries where its largest benefit obligations exist. In the United States, the United Kingdom and the
Euro Zone, the Company constructed a hypothetical bond portfolio of high-quality corporate bonds and then applied the cash
flows of the Company’s 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.
For measuring the expected U.S. postretirement benefit obligation at December 31, 2024, the Company assumed a
7.5% health care cost trend rate for 2025 decreasing to 5.0% by 2035. For measuring the expected U.S. postretirement benefit
obligation at December 31, 2023, the Company assumed a 7.8% health care cost trend rate for 2024 decreasing to 5.0% by
2035. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2024, the Company assumed a 10.2%
health care cost trend rate for 2025, decreasing to 4.5% by 2035. For measuring the Brazilian postretirement benefit plan
obligation at December 31, 2023, the Company assumed a 10.2% health care cost trend rate for 2024, decreasing to 4.5% by
2034.
The Company currently estimates its minimum contributions and benefit payments to its U.S.-based unfunded ENPP
for 2025 will aggregate to approximately $5.6 million. The Company currently estimates its minimum contributions for
underfunded plans and benefit payments for unfunded plans for 2025 to its non-U.S.-based defined benefit pension plans will
aggregate to approximately $8.9 million, of which approximately $0.2 million relates to its U.K. pension plan. The Company
currently estimates its benefit payments for 2025 to its U.S.-based postretirement health care and life insurance benefit plans
will aggregate to approximately $1.6 million and its benefit payments for 2025 to its Brazilian postretirement health care benefit
plans will aggregate to less than $0.1 million.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
98
During 2024, approximately $78.3 million of benefit payments were made related to the Company’s defined benefit
pension plans and ENPP. At December 31, 2024, the aggregate expected benefit payments for the Company’s defined benefit
pension plans and ENPP are as follows (in millions):
2025...................................................................................................................................................................... $
42.2
2026......................................................................................................................................................................
43.3
2027......................................................................................................................................................................
44.4
2028......................................................................................................................................................................
42.4
2029......................................................................................................................................................................
43.6
2030 through 2034................................................................................................................................................
240.2
$
456.1
During 2024, approximately $1.9 million of benefit payments were made related to the Company’s U.S. and Brazilian
postretirement benefit plans. At December 31, 2024, the aggregate expected benefit payments for the Company’s U.S. and
Brazilian postretirement benefit plans are as follows (in millions):
2025...................................................................................................................................................................... $
1.7
2026......................................................................................................................................................................
1.7
2027......................................................................................................................................................................
1.8
2028......................................................................................................................................................................
1.8
2029......................................................................................................................................................................
1.8
2030 through 2034................................................................................................................................................
8.7
$
17.5
Investment Strategy and Concentration of Risk
The weighted average asset allocation of the Company’s U.S. pension benefit plans as of December 31, 2024 and 2023
are as follows:
Asset Category
2024(1)
2023
Equity securities.....................................................................................................................
— %
— %
Fixed income securities..........................................................................................................
— %
89 %
Other investments ..................................................................................................................
— %
11 %
Total.......................................................................................................................................
— %
100 %
______________________________________
(1)
The U.S. defined qualified pension plan was terminated and fully settled as of December 31, 2024. As such, there are no related pension plan assets.
The weighted average asset allocation of the Company’s U.K. pension benefit plans as of December 31, 2024 and
2023 are as follows:
Asset Category
2024
2023
Equity securities.....................................................................................................................
5 %
11 %
Fixed income securities..........................................................................................................
91 %
82 %
Other investments ..................................................................................................................
4 %
7 %
Total.......................................................................................................................................
100 %
100 %
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
99
The Company categorizes its pension plan assets into one of three levels based on the assumptions used in valuing the
asset. See Note 21 for a discussion of the fair value hierarchy as per the guidance in ASC 820, “Fair Value
measurements” (“ASC 820”). The Company’s valuation techniques are designed to maximize the use of observable inputs and
minimize the use of unobservable inputs. The Company uses the following valuation methodologies to measure the fair value of
its pension plan assets:
•
Equity Securities: Equity securities are valued on the basis of the closing price per unit on each business day as
reported on the applicable exchange. Equity funds are valued using the net asset value of the fund, which is based on
the fair value of the underlying securities.
•
Fixed Income: Fixed income securities are valued using the closing prices in the active market in which the fixed
income investment trades. Fixed income funds are valued using the net asset value of the fund, which is based on the
fair value of the underlying securities.
•
Cash: These investments primarily consist of short-term investment funds which are valued using the net asset value.
•
Alternative Investments: These investments are reported at fair value as determined by the general partner of the
alternative investment. The “market approach” valuation technique is used to value investments in these funds. The
funds typically are open-end funds as they generally offer subscription and redemption options to investors. The
frequency of such subscriptions or redemptions is dictated by each fund’s governing documents. The amount of
liquidity provided to investors in a particular fund generally is consistent with the liquidity and risk associated with the
underlying portfolio (i.e., the more liquid the investments in the portfolio, the greater the liquidity provided to
investors). Liquidity of individual funds varies based on various factors and may include “gates,” “holdbacks” and
“side pockets” imposed by the manager of the fund, as well as redemption fees that may also apply. Investments in
these funds typically are valued utilizing the net asset valuations provided by their underlying investment managers,
general partners or administrators. The funds consider subscription and redemption rights, including any restrictions on
the disposition of the interest, in its determination of the fair value.
•
Insurance Contracts: Insurance contracts are valued using current prevailing interest rates.
The fair value of the Company’s pension assets as of December 31, 2024 is as follows (in millions):
Total
Level 1
Level 2
Level 3
Equity securities:
Global equities ............................................................ $
21.3
$
—
$
21.3
$
—
Total equity securities.............................................
21.3
—
21.3
—
Fixed income:
Aggregate fixed income..............................................
420.5
420.5
—
—
Total fixed income share(1) ....................................
420.5
420.5
—
—
Alternative investments:
Private equity fund......................................................
—
—
—
Hedge funds measured at net asset value(4).................
10.0
—
—
—
Total alternative investments(2)...............................
10.0
—
—
—
Miscellaneous funds(3) ...................................................
32.2
—
—
32.2
Cash and equivalents measured at net asset value(4)......
10.0
—
—
—
Total assets ............................................................. $
494.0
$
420.5
$
21.3
$
32.2
______________________________________
(1)
68% of “fixed income” securities are in government treasuries; 22% are in foreign securities; 7% are in asset or mortgage backed securities; 2% are in
investment-grade corporate bonds and 1% are in high-yield securities.
(2)
49% of “alternative investments” are in relative value funds; 30% are in long-short equity funds; 14% are in event-driven funds and 7% are in credit
funds.
(3)
“Miscellaneous funds” is comprised of insurance contracts in Finland, Norway and Switzerland.
(4)
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in
the fair value hierarchy.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
100
The following is a reconciliation of Level 3 assets as of December 31, 2024 (in millions):
Total
Alternative
Investments
Miscellaneous
Funds
Beginning balance as of December 31, 2023.............................................. $
41.0
$
2.2
$
38.8
Actual return on plan assets:
(a) Relating to assets still held at reporting date ......................................
(0.6)
—
(0.6)
Purchases, sales and /or settlements............................................................
(5.9)
(2.2)
(3.7)
Foreign currency exchange rate changes....................................................
(2.3)
—
(2.3)
Ending balance as of December 31, 2024................................................... $
32.2
$
—
$
32.2
The fair value of the Company’s pension assets as of December 31, 2023 is as follows (in millions):
Total
Level 1
Level 2
Level 3
Equity securities:
Global equities ............................................................ $
55.8
$
—
$
55.8
$
—
Total equity securities.............................................
55.8
—
55.8
—
Fixed income:
Aggregate fixed income..............................................
437.1
437.1
—
—
Total fixed income share(1) ....................................
437.1
437.1
—
—
Alternative investments:
Private equity fund......................................................
2.2
—
—
2.2
Hedge funds measured at net asset value(4).................
33.2
—
—
—
Total alternative investments(2)...............................
35.4
—
—
2.2
Miscellaneous funds(3) ...................................................
38.8
—
—
38.8
Cash and equivalents measured at net asset value(4)......
4.9
—
—
—
Total assets ............................................................. $
572.0
$
437.1
$
55.8
$
41.0
______________________________________
(1)
67% of “fixed income” securities are in government treasuries; 27% are in foreign securities; 4% are in investment-grade corporate bonds; 2% are in high-
yield securities.
(2)
53% of “alternative investments” are in relative value funds; 24% are in long-short equity funds; 8% are in event-driven funds; 9% are in credit funds; and
6% are distributed in hedged and non-hedged funds.
(3)
“Miscellaneous funds” is comprised of insurance contracts in Finland, Norway and Switzerland.
(4)
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in
the fair value hierarchy.
The following is a reconciliation of Level 3 assets as of December 31, 2023 (in millions):
Total
Alternative
Investments
Miscellaneous
Funds
Beginning balance as of December 31, 2022.............................................. $
40.2
$
2.4
$
37.8
Actual return on plan assets:
(a) Relating to assets still held at reporting date ......................................
2.6
(0.2)
2.8
Purchases, sales and /or settlements............................................................
(3.0)
—
(3.0)
Foreign currency exchange rate changes....................................................
1.2
—
1.2
Ending balance as of December 31, 2023................................................... $
41.0
$
2.2
$
38.8
The Company’s global pension fund strategy is to diversify investments across broad categories of equity and fixed
income securities with appropriate use of alternative investment categories to minimize risk and volatility. The primary
investment objective of the Company’s pension plans is to secure participant retirement benefits. As such, the key objective in
the pension plans’ financial management is to promote stability and, to the extent appropriate, growth in funded status.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
101
The investment strategy for the plans’ portfolio of assets balances the requirement to generate returns with the need to
control risk. The asset mix is recognized as the primary mechanism to influence the reward and risk structure of the pension
fund investments in an effort to accomplish the plans’ funding objectives. The overall investment strategies and target
allocations of retirement fund investments for the Company’s non-U.S. based pension plans are as follows:
Non-U.S. Pension Plans(1)
Overall investment strategies:(2)
Assets for the near-term benefit payments...........................................................................
10.0 %
Assets for longer-term growth..............................................................................................
90.0 %
Total....................................................................................................................................
100.0 %
Target allocations:
Equity securities ...................................................................................................................
5.0 %
Fixed income securities........................................................................................................
95.0 %
Total....................................................................................................................................
100.0 %
_______________________________________
(1)
The majority of the Company’s non-U.S. pension fund investments are related to the Company’s pension plan in the United Kingdom.
(2)
The overall non-U.S. pension funds invest in a broad diversification of asset types.
The Company has noted that over very long periods, this mix of investments would achieve an average return on its
non-U.S. based pension plans of approximately 6.00%. In arriving at the choice of an expected return assumption of 5.50% for
its U.K.-based plans for the year ending December 31, 2025, the Company has tempered this historical indicator with lower
expectations for returns and changes to investments in the future as well as the administrative costs of the plans.
Equity securities primarily include investments in large-cap and small-cap companies located across the globe. Fixed
income securities include corporate bonds of companies from diversified industries, mortgage-backed securities, agency
mortgages, asset-backed securities and government securities. Alternative and other assets include investments in hedge fund of
funds that follow diversified investment strategies. To date, the Company has not invested pension funds in its own stock and
has no intention of doing so in the future.
Within each asset class, careful consideration is given to balancing the portfolio among industry sectors, geographies,
interest rate sensitivity, dependence on economic growth, currency and other factors affecting investment returns. The assets are
managed by professional investment firms, who are bound by precise mandates and are measured against specific benchmarks.
Among asset managers, consideration is given, among others, to balancing security concentration, issuer concentration,
investment style and reliance on particular active investment strategies.
The Company participates in a small number of multiemployer plans in the Netherlands and Sweden. The Company
has assessed and determined that none of the multiemployer plans which it participates in are individually, or in the aggregate,
significant to the Company’s Consolidated Financial Statements. The Company does not expect to incur a withdrawal liability
or expect to significantly increase its contributions over the remainder of the multiemployer plans’ contract periods.
The Company maintains separate defined contribution plans covering certain employees and executives, primarily in
the United States, the United Kingdom and Brazil. Under the plans, the Company contributes a specified percentage of each
eligible employee’s compensation. The Company contributed approximately $23.1 million, $21.1 million and $17.9 million for
the years ended December 31, 2024, 2023 and 2022, respectively.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
102
21.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company categorizes its assets and liabilities into one of three levels based on the assumptions used in valuing the
asset or liability. Estimates of fair value for financial assets and liabilities are based on a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value. Observable inputs (highest level) reflect market data obtained from
independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance
with this guidance, fair value measurements are classified under the following hierarchy:
•
Level 1 - Quoted prices in active markets for identical assets or liabilities.
•
Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable or
can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•
Level 3 - Model-derived valuations in which one or more significant inputs are unobservable.
The Company categorizes its pension plan assets into one of the three levels of the fair value hierarchy, except for
those measured using the net asset value per share (or its equivalent) practical expedient. Refer to Note 20 for a discussion of
the valuation methods used to measure the fair value of the Company’s pension plan assets.
The Company enters into foreign currency, commodity and interest rate swap contracts. The fair values of the
Company’s derivative instruments are determined using discounted cash flow valuation models. The significant inputs used in
these models are readily available in public markets, or can be derived from observable market transactions, and therefore have
been classified as Level 2. Inputs used in these discounted cash flow valuation models for derivative instruments include the
applicable exchange rates, forward rates or interest rates. Such models used for option contracts also use implied volatility.
Refer to Note 14 for a discussion of the Company’s derivative instruments and hedging activities.
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023 are summarized
below (in millions):
As of December 31, 2024
Level 1
Level 2
Level 3
Total
Derivative assets................................................................................... $
— $
46.0 $
— $
46.0
Derivative liabilities .............................................................................
—
14.2
—
14.2
As of December 31, 2023
Level 1
Level 2
Level 3
Total
Derivative assets................................................................................... $
— $
38.7 $
— $
38.7
Derivative liabilities .............................................................................
—
14.0
—
14.0
The carrying amounts of long-term debt under the Company’s 1.002% EIB Senior term loan due 2025, EIB Senior
term loans due 2029 and 2030 and Senior term loans due between 2025 and 2028 approximate fair value based on the
borrowing rates currently available to the Company for loans with similar terms and average maturities. At December 31, 2024,
the estimated fair value of the Company’s 0.800% Senior notes due 2028, based on listed market values, was approximately
€545.6 million (or approximately $566.2 million), compared to the carrying value of €600.0 million (or approximately
$622.7 million). At December 31, 2024, the estimated fair value of the Company's 5.450% Senior notes due 2027, based on
listed market values, was approximately $403.9 million compared to the carrying value of $400.0 million. At December 31,
2024, the estimated fair value of the Company's 5.800% Senior notes due 2034, based on listed market values, was
approximately $704.7 million, compared to the carrying value of $700.0 million. Refer to Note 12 for additional information on
the Company’s long-term debt.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
103
22.
COMMITMENTS AND CONTINGENCIES
The future payments required under the Company’s significant commitments, excluding indebtedness, as of
December 31, 2024 are as follows (in millions):
Interest payments on indebtedness – The Company expects to make interest payments of approximately $118.0 million
during the year ending December 31, 2025 related to indebtedness outstanding as of December 31, 2024. Indebtedness amounts
reflect the principal amount of the Company’s EIB senior term loans, senior notes, senior term loans, credit facility and certain
short-term borrowings, gross of any debt issuance costs. The projected amount of interest payments includes assumptions
regarding the future fluctuations in interest rates, as well as borrowings under the Company’s revolving credit facility and other
variable debt instruments. The amounts provided relate only to existing debt obligations and do not assume the refinancing or
replacement of such debt. Refer to Note 12 of the Consolidated Financial Statements for additional information regarding
indebtedness.
Unconditional purchase obligations – As of December 31, 2024, the Company had approximately $114.5 million of
outstanding purchase obligations payable during the year ending December 31, 2025. The Company's unconditional purchase
obligations are primarily payable within 12 months.
Other short-term and long-term obligations – As of December 31, 2024, the Company has approximately $9.3 million
of income tax liabilities related to uncertain income tax provisions connected with ongoing income tax audits in various
jurisdictions that it expects to pay or settle within the next 12 months. These liabilities and related income tax audits are subject
to statutory expiration. Additionally, we currently expect that we will contribute $2.5 million to our non-U.S. defined benefit
pension and postretirement plans due during the year ending December 31, 2025. The timing and amounts of future
contributions are dependent upon the funding status of the plans, which is expected to vary as a result of changes in interest
rates, returns on underlying assets, and other factors. Refer to Notes 19 and 20 of the Consolidated Financial Statements for
additional information regarding the Company’s uncertain tax positions and pension and postretirement benefit plans,
respectively. These obligations comprise a majority of the Company’s other short-term and long-term obligations.
Off-Balance Sheet Arrangements
Guarantees
At December 31, 2024, the Company had outstanding guarantees issued to its Argentine finance joint venture, AGCO
Capital Argentina S.A. (“AGCO Capital”) of approximately $64.0 million. Such guarantees generally obligate the Company to
repay outstanding finance obligations owed to AGCO Capital if end users default on such loans to the extent that, due to non-
credit risk, the end users are not able, or not required, to pay their loans, or are required to pay in a different currency than the
one agreed in their loan. The Company also has obligations to guarantee indebtedness owed to certain of its finance joint
ventures if dealers or end users default on loans. Losses under such guarantees historically have been insignificant. The
Company believes the credit risk associated with these guarantees is not material.
In addition, at December 31, 2024, the Company accrued approximately $12.7 million of outstanding guarantees of
residual values that may be owed to its finance joint ventures in the United States and Canada upon expiration of certain eligible
operating leases between the finance joint ventures and end users. The maximum potential amount of future payments under the
guarantees is approximately $203.2 million.
Other
The Company sells a majority of its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian,
European and Brazilian finance joint ventures. The Company also sells certain accounts receivable under factoring
arrangements to financial institutions around the world. The Company accounts for the sale of such receivables as off-balance
sheet transactions. Refer to Note 5 for discussion of the Company’s accounts receivable sales agreements.
Contingencies
During 2017, the Company purchased Precision Planting, which provides precision agricultural technology solutions.
In 2018, Deere & Company (“Deere”) filed separate complaints in the U.S. District Court of Delaware against the Company
and Precision Planting alleging that certain products of those entities infringed certain patents of Deere. The two complaints
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
104
subsequently were consolidated into a single case, Case No. 1:18-cv-00827-CFC. In July 2022, the case was tried before a jury,
which determined that the Company and Precision Planting had not infringed the Deere patents. Following customary post-trial
procedures, the Court entered a judgement in the Company’s favor, and Deere appealed the judgment to the U.S. Court of
Appeals for the Federal Circuit. On January 24, 2025, the Court ruled in favor of the Company and Precision Planting. The case
remains subject to the right of Deere to file for a writ of certiorari from the U.S. Supreme Court. The Company has 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.
The Company is a party to various other legal claims and actions incidental to its business. The Company believes that
none of these claims or actions, either individually or in the aggregate, is material to its business or financial statements as a
whole, including its results of operations and financial condition.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
105
23.
LEASES
Total lease assets and liabilities at December 31, 2024 and 2023 were as follows (in millions):
Lease Assets
Classification
As of December 31, 2024
As of December 31, 2023
Operating ROU assets ..........
Right-of-use lease assets
$
168.9
$
176.2
Finance lease assets..............
Property, plant and equipment, net(1)
6.1
6.5
Total lease assets .............
$
175.0
$
182.7
Lease Liabilities
Classification
As of December 31, 2024
As of December 31, 2023
Current:
Operating ...........................
Accrued expenses
$
45.0
$
45.4
Finance...............................
Other current liabilities
0.5
0.5
Noncurrent:
Operating ...........................
Operating lease liabilities
127.5
134.4
Finance...............................
Other noncurrent liabilities
5.1
5.4
Total lease liabilities........
$
178.1
$
185.7
____________________________________
(1)
Finance lease assets are recorded net of accumulated depreciation of $2.8 million and $3.1 million as of December 31, 2024 and 2023, respectively.
Total lease costs for 2024 and 2023 are set forth below (in millions):
Classification
Year Ended
December 31, 2024
Year Ended
December 31, 2023
Operating lease cost..............
Selling, general and administrative
expenses
$
59.6
$
57.2
Variable lease cost................
Selling, general and administrative
expenses
4.8
2.3
Short-term lease cost.............
Selling, general and administrative
expenses
23.4
24.1
Finance lease cost:
Amortization of lease
assets ..................................
Depreciation expense(1)
0.5
0.7
Interest on lease liabilities..
Interest expense, net
0.2
0.2
Total lease cost .....................
$
88.5
$
84.5
____________________________________
(1)
Depreciation expense was included in both “Cost of goods sold” and “Selling, general and administrative expenses” within the Company's Consolidated
Statements of Operations.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
106
Lease payment amounts for operating and finance leases with remaining terms greater than one year as of
December 31, 2024 were as follows (in millions):
December 31, 2024
Operating
Leases(1)
Finance Leases
2025 ....................................................................................................................................
$
53.3
$
0.7
2026 ....................................................................................................................................
43.9
0.5
2027 ....................................................................................................................................
29.7
0.4
2028 ....................................................................................................................................
22.6
0.3
2029 ....................................................................................................................................
15.2
0.2
Thereafter............................................................................................................................
42.2
5.5
Total lease payments ..........................................................................................................
206.9
7.6
Less: imputed interest(2) ...................................................................................................
(34.4)
(2.0)
Present value of lease liabilities..........................................................................................
$
172.5
$
5.6
____________________________________
(1)
Operating lease payments include options to extend or terminate at the Company's sole discretion, which are included in the determination of lease term
when they are reasonably certain to be exercised.
(2)
Calculated using the implicit interest rate for each lease or the Company’s incremental borrowing rate, when implicit rate is not available.
Lease payment amounts for operating and finance leases with remaining terms greater than one year as of
December 31, 2023 were as follows (in millions):
December 31, 2023
Operating
Leases(1)
Finance Leases
2024 ...................................................................................................................................
$
52.8
$
0.7
2025 ...................................................................................................................................
43.0
0.6
2026 ...................................................................................................................................
32.6
0.4
2027 ...................................................................................................................................
19.7
0.3
2028 ...................................................................................................................................
14.7
0.1
Thereafter...........................................................................................................................
46.5
5.8
Total lease payments..........................................................................................................
209.3
7.9
Less: imputed interest(2) ..................................................................................................
(29.5)
(2.0)
Present value of lease liabilities.........................................................................................
$
179.8
$
5.9
____________________________________
(1)
Operating lease payments include options to extend or terminate at the Company's sole discretion, which are included in the determination of lease term
when they are reasonably certain to be exercised.
(2)
Calculated using the implicit interest rate for each lease or the Company’s incremental borrowing rate, when implicit rate is not available.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
107
The following table summarizes the weighted-average remaining lease term and weighted-average discount rate:
As of December 31,
2024
As of December 31,
2023
Weighted-average remaining lease term:
Operating leases ...........................................................................................
6 years
6 years
Finance leases...............................................................................................
16 years
17 years
Weighted-average discount rate:
Operating leases ...........................................................................................
6.4 %
5.5 %
Finance leases...............................................................................................
2.8 %
2.7 %
The following table summarizes the supplemental cash flow information for 2024 and 2023 (in millions):
Year Ended
December 31, 2024
Year Ended
December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases ................................................
$
59.5
$
57.0
Operating cash flows from finance leases....................................................
0.1
0.1
Financing cash flows from finance leases....................................................
1.0
0.9
Leased assets obtained in exchange for lease obligations:
Operating leases ...........................................................................................
$
61.9
$
54.8
Finance leases...............................................................................................
0.2
1.1
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
108
24.
REVENUE
Contract Liabilities
Contract liabilities relate to the following: (1) unrecognized revenues where payment of consideration precedes the
Company’s performance with respect to extended warranty and maintenance contracts and where the performance obligation is
satisfied over time, (2) unrecognized revenues where payment of consideration precedes the Company’s performance with
respect to precision agriculture technology services and where the performance obligation is satisfied over time and (3)
unrecognized revenues where payment of consideration precedes the Company’s performance with respect to certain grain
storage and protein production systems and where the performance obligation is satisfied over time.
Significant changes in the balance of contract liabilities for the years ended December 31, 2024 and 2023 were as
follows (in millions):
Year Ended
December 31,
2024
Year Ended
December 31,
2023
Balance at beginning of period.........................................................................................
$
310.7
$
239.0
Acquisitions......................................................................................................................
21.0
—
Advance consideration received.......................................................................................
207.2
228.8
Revenue recognized during the period for extended warranty contracts, maintenance
services and technology services......................................................................................
(156.6)
(110.6)
Revenue recognized during the period related to grain storage and protein production
systems.............................................................................................................................
(16.6)
(53.7)
Divestiture........................................................................................................................
(10.9)
—
Foreign currency translation.............................................................................................
(13.3)
7.2
Balance as of December 31..............................................................................................
$
341.5
$
310.7
The contract liabilities are classified as either "Accrued Expenses" or “Other current liabilities” and “Other noncurrent
liabilities” in the Company’s Consolidated Balance Sheets. In 2024, the Company recognized approximately $139.2 million of
revenue that was recorded as a contract liability at the beginning of 2024. In 2023, the Company recognized approximately
$132.2 million of revenue that was recorded as a contract liability at the beginning of 2023.
Remaining Performance Obligations
The estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied
(or partially unsatisfied) as of December 31, 2024 are $133.3 million in 2025, $102.0 million in 2026, $58.9 million in 2027,
$27.7 million in 2028 and $7.3 million thereafter, and relate primarily to extended warranty contracts. The Company applied
the practical expedient in ASU 2014-09 and has not disclosed information about remaining performance obligations that have
original expected durations of 12 months or less.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
109
Disaggregated Revenue
Net sales for the year ended December 31, 2024 disaggregated by primary geographical markets and major products
consisted of the following (in millions):
North
America
South
America
Europe/
Middle East
Asia/
Pacific/Africa
Consolidated
Primary geographical markets:
United States........................................
$
2,228.9
$
—
$
—
$
—
$
2,228.9
Canada .................................................
488.6
—
—
—
488.6
Germany ..............................................
—
—
1,733.3
—
1,733.3
France ..................................................
—
—
1,383.5
—
1,383.5
United Kingdom and Ireland ...............
—
—
540.4
—
540.4
Finland and Scandinavia......................
—
—
778.8
—
778.8
Italy......................................................
—
—
386.6
—
386.6
Other Europe........................................
—
—
1,557.1
—
1,557.1
Brazil....................................................
—
963.7
—
—
963.7
Other South America...........................
—
338.6
—
—
338.6
Middle East and Algeria......................
—
—
433.2
—
433.2
Africa...................................................
—
—
—
108.6
108.6
Asia......................................................
—
—
—
258.9
258.9
Australia and New Zealand .................
—
—
—
315.3
315.3
Mexico, Central America and
Caribbean.............................................
132.8
13.6
—
—
146.4
$
2,850.3
$
1,315.9
$
6,812.9
$
682.8
$
11,661.9
Major products:
Tractors................................................
$
922.6
$
781.2
$
4,965.3
$
390.2
$
7,059.3
Replacement parts................................
409.5
159.4
1,156.5
102.4
1,827.8
Grain storage and protein production
systems.................................................
552.0
107.4
100.6
72.5
832.5
Combines, application equipment and
other machinery ...................................
966.2
267.9
590.5
117.7
1,942.3
$
2,850.3
$
1,315.9
$
6,812.9
$
682.8
$
11,661.9
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
110
Net sales for the year ended December 31, 2023 disaggregated by primary geographical markets and major products
consisted of the following (in millions):
North
America
South
America
Europe/
Middle East
Asia/
Pacific/Africa
Consolidated
Primary geographical markets:
United States ........................................
$
2,961.5
$
—
$
—
$
—
$
2,961.5
Canada..................................................
637.9
—
—
—
637.9
Germany...............................................
—
—
1,749.5
—
1,749.5
France...................................................
—
—
1,494.3
—
1,494.3
United Kingdom and Ireland................
—
—
703.1
—
703.1
Finland and Scandinavia......................
—
—
837.3
—
837.3
Italy ......................................................
—
—
457.1
—
457.1
Other Europe........................................
—
—
1,871.5
—
1,871.5
Brazil....................................................
—
1,860.3
—
—
1,860.3
Other South America ...........................
—
358.1
—
—
358.1
Middle East and Algeria ......................
—
—
427.7
—
427.7
Africa ...................................................
—
—
—
144.3
144.3
Asia ......................................................
—
—
—
362.7
362.7
Australia and New Zealand..................
—
—
—
378.0
378.0
Mexico, Central America and
Caribbean .............................................
153.3
15.8
—
—
169.1
$
3,752.7
$
2,234.2
$
7,540.5
$
885.0
$
14,412.4
Major products:
Tractors ................................................
$
1,402.3
$
1,288.4
$
5,532.9
$
487.4
$
8,711.0
Replacement parts................................
421.0
167.5
1,124.7
102.8
1,816.0
Grain storage and protein production
systems.................................................
614.5
155.9
155.3
136.9
1,062.6
Combines, application equipment and
other machinery....................................
1,314.9
622.4
727.6
157.9
2,822.8
$
3,752.7
$
2,234.2
$
7,540.5
$
885.0
$
14,412.4
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
111
Net sales for the year ended December 31, 2022 disaggregated by primary geographical markets and major products
consisted of the following (in millions):
North
America
South
America(1)
Europe/
Middle East
Asia/
Pacific/Africa
Consolidated(1)
Primary geographical markets:
United States ........................................
$
2,546.9
$
—
$
—
$
—
$
2,546.9
Canada..................................................
490.2
—
—
—
490.2
Germany...............................................
—
—
1,394.9
—
1,394.9
France...................................................
—
—
1,220.1
—
1,220.1
United Kingdom and Ireland................
—
—
664.1
—
664.1
Finland and Scandinavia......................
—
—
838.8
—
838.8
Italy ......................................................
—
—
421.7
—
421.7
Other Europe........................................
—
—
1,691.5
—
1,691.5
Brazil....................................................
—
1,748.8
—
—
1,748.8
Other South America ...........................
—
358.0
—
—
358.0
Middle East and Algeria ......................
—
—
216.2
—
216.2
Africa ...................................................
—
—
—
157.0
157.0
Asia ......................................................
—
—
—
384.2
384.2
Australia and New Zealand..................
—
—
—
366.2
366.2
Mexico, Central America and
Caribbean .............................................
138.0
14.9
—
—
152.9
$
3,175.1
$
2,121.6
$
6,447.3
$
907.4
$
12,651.4
Major products:
Tractors ................................................
$
1,191.1
$
1,147.2
$
4,607.2
$
478.6
$
7,424.1
Replacement parts................................
405.6
154.5
1,021.5
105.6
1,687.2
Grain storage and protein production
systems.................................................
585.9
188.3
172.3
155.4
1,101.9
Combines, application equipment and
other machinery....................................
992.5
631.7
646.3
167.8
2,438.3
$
3,175.1
$
2,121.6
$
6,447.3
$
907.4
$
12,651.4
____________________________________
(1)
Rounding may impact the summation of amounts.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
112
25.
SEGMENT REPORTING
The Company has four operating segments which are also its reportable segments which consist of the North America,
South America, Europe/Middle East and Asia/Pacific/Africa regions. The Company’s reportable segments are geography based
and distribute a full range of agricultural machinery and precision agriculture technology. The Company’s Chief Operating
Decision Maker (“CODM”), Eric P. Hansotia, Chairman of the Board, President and Chief Executive Officer, evaluates
segment performance primarily based on income from operations. The CODM utilizes income from operations to evaluate each
segment’s performance including the allocation of resources. Sales for each segment are based on the location of the third-party
customer. The Company’s selling, general and administrative expenses and engineering expenses are charged to each segment
based on the region and division where the expenses are incurred. As a result, the components of income from operations for
one segment may not be comparable to another segment. Segment results for the years ended December 31, 2024, 2023 and
2022 based on the Company’s reportable segments are as follows (in millions):
Years Ended December 31,
North
America
South
America
Europe/
Middle East
Asia/
Pacific/
Africa
Total
Segments
2024
Net sales ...................................................................
$
2,850.3
$
1,315.9
$
6,812.9
$
682.8
$
11,661.9
Cost of goods sold....................................................
2,150.3
1,052.6
5,021.7
538.2
8,762.8
Selling, general and administrative expenses...........
378.7
111.5
578.4
98.9
1,167.5
Engineering expenses...............................................
145.5
47.4
287.1
13.0
493.0
Income from operations............................................
$
175.8
$
104.4
$
925.7
$
32.7
$
1,238.6
Depreciation .............................................................
$
63.1
$
35.1
$
137.9
$
15.1
$
251.2
Assets........................................................................
1,527.9
946.9
2,841.4
697.7
6,013.9
Capital expenditures.................................................
66.2
44.7
278.8
3.6
393.3
2023
Net sales ...................................................................
$
3,752.7
$
2,234.2
$
7,540.5
$
885.0
$
14,412.4
Cost of goods sold....................................................
2,788.6
1,629.9
5,514.0
702.5
10,635.0
Selling, general and administrative expenses...........
353.5
162.6
598.0
90.9
1,205.0
Engineering expenses...............................................
151.3
55.3
327.9
14.3
548.8
Income from operations............................................
$
459.3
$
386.4
$
1,100.6
$
77.3
$
2,023.6
Depreciation .............................................................
$
62.3
$
35.5
$
115.6
$
17.0
$
230.4
Assets........................................................................
1,883.2
1,394.9
3,017.4
875.2
7,170.7
Capital expenditures.................................................
122.6
75.8
315.4
4.3
518.1
2022
Net sales ...................................................................
$
3,175.1
$
2,121.6
$
6,447.3
$
907.4
$
12,651.4
Cost of goods sold....................................................
2,462.8
1,590.1
4,904.8
692.4
9,650.1
Selling, general and administrative expenses...........
305.3
121.9
492.4
83.8
1,003.4
Engineering expenses...............................................
128.2
35.7
266.0
14.3
444.2
Income from operations............................................
$
278.8
$
373.9
$
784.1
$
116.9
$
1,553.7
Depreciation .............................................................
$
60.5
$
29.4
$
104.7
$
14.9
$
209.5
Assets........................................................................
1,790.3
1,259.8
2,475.6
650.5
6,176.2
Capital expenditures.................................................
119.6
54.4
207.4
6.9
388.3
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
113
A reconciliation from the segment information to the consolidated balances for income (loss) from operations and total
assets is set forth below (in millions):
2024
2023
2022
Segment income from operations......................................................... $
1,238.6
$
2,023.6
$
1,553.7
Corporate expenses...............................................................................
(212.3)
(204.9)
(153.4)
Amortization of intangibles..................................................................
(81.0)
(57.7)
(60.1)
Stock compensation expense................................................................
(17.9)
(44.6)
(32.7)
Impairment charges ..............................................................................
(369.5)
(4.1)
(36.0)
Restructuring and business optimization expenses...............................
(172.7)
(11.9)
(6.1)
Loss on sale of business........................................................................
(507.3)
—
—
Consolidated income (loss) from operations........................................ $
(122.1) $
1,700.4
$
1,265.4
Segment assets...................................................................................... $
6,013.9
$
7,170.7
$
6,176.2
Cash and cash equivalents....................................................................
612.7
595.5
789.5
Investments in affiliates........................................................................
519.6
512.7
436.9
Deferred tax assets, other current and noncurrent assets......................
1,495.1
1,500.1
1,025.9
Intangible assets, net.............................................................................
728.9
308.8
364.4
Goodwill...............................................................................................
1,820.4
1,333.4
1,310.8
Consolidated total assets....................................................................... $
11,190.6
$
11,421.2
$
10,103.7
Property, plant and equipment, right-of-use lease assets and amortizable intangible assets by country as of
December 31, 2024 and 2023 was as follows (in millions):
2024
2023
United States........................................................................................................................ $
945.8
$
587.3
Germany...............................................................................................................................
658.4
587.7
Brazil....................................................................................................................................
200.6
271.2
Finland .................................................................................................................................
282.2
232.3
France...................................................................................................................................
163.8
143.2
Italy......................................................................................................................................
86.0
109.4
China....................................................................................................................................
59.1
68.8
Denmark...............................................................................................................................
5.2
66.2
Other ....................................................................................................................................
231.5
253.9
$
2,632.6
$
2,320.0
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
114
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect
that the Company’s disclosure controls or the Company’s internal controls will prevent all errors and all fraud. However, our
principal executive officer and principal financial officer have concluded the Company’s disclosure controls and procedures are
effective at the reasonable assurance level. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost effective control
system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal
controls to enhance, where necessary, our procedures and controls.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31,
2024, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance
level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining effective internal control over financial
reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over
financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors
regarding the preparation and fair presentation of published financial statements for external purposes in accordance with
generally accepted accounting principles. In assessing the effectiveness of the Company’s internal control over financial
reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in “Internal Control — Integrated Framework (2013).”
On April 1, 2024, the Company completed the PTx Trimble joint venture transaction. The scope of management’s
assessment of the effectiveness of the Company’s disclosure controls and procedures did not include the internal controls over
financial reporting of the PTx Trimble joint venture. This exclusion is in accordance with the SEC Staff’s general guidance that
an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year
following the acquisition. The PTx Trimble joint venture represented approximately 1% of our net sales for the year ended
December 31, 2024. Total assets of the PTx Trimble joint venture represented approximately 3% of total assets, excluding
goodwill and intangible assets, as of December 31, 2024.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31,
2024. Based on this assessment, management believes that, as of December 31, 2024, the Company’s internal control over
financial reporting is effective based on the criteria referred to above.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited
by KPMG LLP, an independent registered public accounting firm, which also audited the Company’s Consolidated Financial
Statements as of and for the year ended December 31, 2024. KPMG LLP’s report on internal control over financial reporting is
set forth below.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended
December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
115
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
AGCO Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited AGCO Corporation and subsidiaries’ (the Company) internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated
statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-
year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report
dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired PTx Trimble during 2024, and management excluded from its assessment of the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2024, PTx Trimble’s internal control over financial
reporting associated with 3% of total assets and 1% of net sales included in the consolidated financial statements of the
Company as of and for the year ended December 31, 2024. Our audit of internal control over financial reporting of the
Company also excluded an evaluation of the internal control over financial reporting of PTx Trimble.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. 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
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
116
/s/ KPMG LLP
Atlanta, Georgia
February 24, 2025
117
Item 9B.
Other Information
During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the
Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1
trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
The information called for by Items 10, 11, 12, 13 and 14, if any, will be contained in our Proxy Statement for the
2025 Annual Meeting of Stockholders, which we intend to file in March 2025.
Item 10
Directors, Executive Officers and Corporate Governance
The information with respect to directors and committees required by this Item set forth in our Proxy Statement for the
2025 Annual Meeting of Stockholders in the sections entitled “Proposal Number 1 — Election of Directors” and “Board of
Directors and Corporate Governance” is incorporated herein by reference. The information with respect to executive officers
required by this Item set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders in the section entitled
“Certain Officers” is incorporated herein by reference.
See the information under the heading “Available Information” set forth in Part I of this Form 10-K. The code of
conduct referenced therein applies to our principal executive officer, principal financial officer, principal accounting officer and
the persons performing similar functions.
We have adopted an insider trading policy governing the purchase, sale and other disposition of our securities by our
directors, officers, and employees, and by the Company. We believe this policy is reasonably designed to promote compliance
with insider trading laws, rules, and regulations and listing standards applicable to the Company. A copy of our insider trading
policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Item 11.
Executive Compensation
The information with respect to executive compensation and its establishment required by this Item set forth in our
Proxy Statement for the 2025 Annual Meeting of Stockholders in the sections entitled “Board of Directors and Corporate
Governance,” “2024 CEO Pay Ratio,” “Certain Officers” and “Talent and Compensation Committee Report” is incorporated
herein by reference.
118
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a) Securities Authorized for Issuance Under Equity Compensation Plans
AGCO maintains its Plan pursuant to which we may grant equity awards to eligible persons. For additional
information, see Note 15, “Stock Compensation Plans,” in the Notes to the Consolidated Financial Statements included in this
filing. The following table gives information about equity awards under our Plan.
(a)
(b)
(c)
Plan Category
Number of Securities
to be Issued
upon Exercise
of Outstanding
Awards Under the
Plans
Weighted-Average
Exercise Price
of Outstanding
Awards Under
the Plans
Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a)
Equity compensation plans approved by
security holders.............................................
879,102
$
126.48
3,441,051
Equity compensation plans not approved by
security holders.............................................
—
—
—
Total ..............................................................
879,102
$
126.48
3,441,051
(b) Security Ownership of Certain Beneficial Owners and Management
The information required by this Item set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders in
the section entitled “Principal Holders of Common Stock” is incorporated herein by reference.
Item 13.
Certain Relationships and Related Party Transactions, and Director Independence
The information required by this Item set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders in
the section entitled “Certain Relationships and Related Party Transactions” is incorporated herein by reference.
Item 14.
Principal Accounting Fees and Services
The information required by this Item set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders in
the sections entitled “Audit Committee Report” and “Board of Directors and Corporate Governance” is incorporated herein by
reference.
119
PART IV
Item 15.
Exhibits and Financial Statement Schedules
The following documents are filed as part of this Form 10-K:
(1) The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered
Public Accounting Firm for AGCO Corporation are presented under Item 8 of this Form 10-K.
All schedules have been omitted because the required information is contained in Notes to the Consolidated Financial
Statements or because such schedules are not required or are not applicable.
(2) The following exhibits are filed or incorporated by reference as part of this report. Each management contract or
compensation plan required to be filed as an exhibit is identified by an asterisk (*). The exhibits below may not include all
instruments defining the rights of holders of long-term debt where the debt does not exceed 10% of the Company’s total assets.
The Company agrees to furnish copies of those instruments to the Commission upon request.
Exhibit
Number
Description of Exhibit
The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
2.1
Amended and Restated Sale and Contribution Agreement
April 1, 2024, Form 8-K, Exhibit 2.1
2.2
Stock and Asset Purchase Agreement, dated July 25, 2024, by
and among AGCO, Massey Ferguson Corp. and Purchaser
July 25, 2024, Form 8-K, Exhibit 2.1
3.1
Certificate of Incorporation
June 30, 2002, Form 10-Q, Exhibit 3.1
3.2
Bylaws
October 31, 2022, Form 8-K, Exhibit 3.1
4.1
Description of Securities
March 1, 2021, Form 10-K, Exhibit 4.1
4.2
Indenture, dated as of October 6, 2021
October 7, 2021, Form 8-K, Exhibit 4.1
4.3
Senior Note Indenture
March 21, 2024, Form 8-K, Exhibit 4.1
4.4
First Supplemental Indenture for the 2027 Notes and 2034
Notes
March 21, 2024, Form 8-K, Exhibit 4.2
10.1
2006 Long-Term Incentive Plan*
September 30, 2017, Form 10-Q, Exhibit 10.5
10.2
Amendment to 2006 Long-Term Incentive Plan*
November 7, 2024, Form 10-Q, Exhibit 10.1
10.3
2006 Form of Stock Appreciation Rights Agreement*
March 31, 2006, Form 10-Q, Exhibit 10.4
10.4
2019 Form of Stock Appreciation Rights Agreement*
January 22, 2019, Form 8-K, Exhibit 10.2
10.5
2023 Form of Stock Appreciation Rights Agreement*
January 13, 2023, Form 8-K, Exhibit 10.3
10.6
2019 Form of Restricted Stock Units Agreement*
January 22, 2019, Form 8-K, Exhibit 10.1
10.7
2023 Form of Restricted Stock Units Agreement*
January 13, 2023, Form 8-K, Exhibit 10.2
10.8
2024 Form of Restricted Stock Units Agreement*
February 2, 2024, Form 8-K, Exhibit 10.1
10.9
2025 Form of Restricted Stock Units Agreement*
January 31, 2025, Form 8-K, Exhibit 10.1
10.10
2021 Form of Performance Share Agreement*
January 27, 2021, Form 8-K, Exhibit 10.1
10.11
2023 Form of Performance Share Agreement*
January 13, 2023, Form 8-K, Exhibit 10.1
10.12
2024 Form of Performance Share Agreement*
February 2, 2024, Form 8-K, Exhibit 10.2
10.13
2025 Form of Performance Share Agreement*
January 31, 2025, Form 8-K, Exhibit 10.2
10.14
Amended and Restated Executive Nonqualified Pension Plan*
April 12, 2021, Form 8-K, Exhibit 10.1
10.15
Annual Incentive Plan*
August 9, 2022, Form 10-Q, Exhibit 10.2
10.16
Executive Nonqualified Defined Contribution Plan*
December 31, 2015, Form 10-K, Exhibit 10.9
120
Exhibit
Number
Description of Exhibit
The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
10.17
First Amendment of AGCO Corporation Executive Non-
Qualified Defined Contribution Plan*
December 6, 2024, Form 8-K, Exhibit 10.1
10.18
Amended and Restated Employment and Severance Agreement
with Eric P. Hansotia*
February 25, 2022, Form 10-K, Exhibit 10.10
10.19
Employment and Severance Agreement with Damon J. Audia*
June 15, 2022, Form 8-K, Exhibit 10.1
10.20
Employment and Severance Agreement with Robert B. Crain*
December 31, 2017, Form 10-K, Exhibit 10.13
10.21
Employment and Severance Agreement with Torsten Dehner*
February 25, 2022, Form 10-K, Exhibit 10.13
10.22
Employment and Severance Agreement with Luis F.S. Felli*
February 27, 2024, Form 10-K, Exhibit 10.18
10.23
Employment and Severance Agreement with Seth H.
Crawford*
Filed herewith
10.24
Employment and Severance Agreement with Timothy O.
Millwood*
Filed herewith
10.25
Credit Agreement dated as of June 27, 2022
August 9, 2022, Form 10-Q, Exhibit 10.1
10.26
Credit Agreement dated as of December 19, 2022
December 21, 2022, Form 8-K, Exhibit 10.1
10.27
First Amendment to 2022 Credit Agreement dated as of
December 12, 2023
February 27, 2024, Form 10-K, Exhibit 10.22
10.28
Second Amendment to 2022 Credit Agreement dated as of
March 25, 2024
May 3, 2024, Form 10-Q, Exhibit 10.1
10.29
European Investment Bank Senior Term Loan dated as of
September 29, 2023
November 8, 2023, Form 10-Q, Exhibit 10.2
10.30
European Investment Bank Senior Term Loan dated as of
January 25, 2024
February 27, 2024, Form 10-K, Exhibit 10.24
10.31
Letter Agreement, dated November 5, 2015, between AGCO
International GmbH and TAFE International LLC, Turkey and
Tractors and Farm Equipment Limited
September 30, 2015, Form 10-Q, Exhibit 10.1
10.32
Amended and Restated Letter Agreement, dated April 24, 2019,
between AGCO Corporation and Tractors and Farm Equipment
Limited
March 31, 2019, Form 10-Q, Exhibit 10.1
10.33
Amendment to the Amended and Restated Letter Agreement
between AGCO Corporation and Tractors and Farm Equipment
Limited
April 16, 2024, Form 8-K, Exhibit 10.1
10.34
Farm and Machinery Distributor Agreement, dated January 1,
2012, between AGCO International GmbH and Tractors and
Farm Equipment Limited
September 4, 2014, Form 8-K, Exhibit 10.2
10.35
Letter Agreement, dated August 3, 2007, between AGCO
Corporation and Tractors and Farm Equipment Limited
September 4, 2014, Form 8-K, Exhibit 10.3
10.36
Letter Agreement for Far East Markets, dated July 24, 2017,
between AGCO International GmbH and Tractors and Farm
Equipment Limited
July 27, 2017, Form 8-K, Exhibit 10.1
10.37
Letter Agreement for Mexico, dated July 24, 2017, between
AGCO International GmbH and Tractors and Farm Equipment
Limited
July 27, 2017, Form 8-K, Exhibit 10.2
10.38
Letter Agreement for Africa, dated October 10, 2009, between
AGCO International GmbH and Tractors and Farm Equipment
Limited
February 27, 2024, Form 10-K, Exhibit 10.31
10.39
Letter Agreement for Australia/New Zealand, dated July 24,
2017, between AGCO International GmbH and Tractors and
Farm Equipment Limited
July 27, 2017, Form 8-K, Exhibit 10.3
10.40
Amendment to the Letter Agreement for Africa, dated July 24,
2017, between AGCO International GmbH and Tractors and
Farm Equipment Limited
July 27, 2017, Form 8-K, Exhibit 10.4
121
Exhibit
Number
Description of Exhibit
The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
10.41
Current Director Compensation*
February 27, 2024, Form 10-K, Exhibit 10.34
19.1
AGCO Corporation Insider Trading Policy
Filed herewith
21.1
Subsidiaries of the Registrant
Filed herewith
22.1
List of Subsidiary Guarantors
Filed herewith
23.1
Consent of KPMG LLP
Filed herewith
24.1
Powers of Attorney
Filed herewith
31.1
Certification of Eric P. Hansotia
Filed herewith
31.2
Certification of Damon Audia
Filed herewith
32.1
Certification of Eric P. Hansotia and Damon Audia
Furnished herewith
97.1
Compensation Recovery Policy*
February 27, 2024, Form 10-K, Exhibit 97.1
101
The following audited financial information from this Annual
Report on Form 10-K for the year ended December 31, 2024,
are formatted in Inline XBRL:
(i) Consolidated Statements of Operations;
(ii) Consolidated Statements of Comprehensive Income (Loss);
(iii) Consolidated Balance Sheets;
(iv) Consolidated Statements of Stockholders’ Equity;
(v) Consolidated Statements of Cash Flows; and
(vi) Notes to Consolidated Financial Statements.
Filed herewith
104
Cover Page Interactive Data File - the cover page from this
Annual Report on Form 10-K for the year ended December 31,
2024 is formatted in Inline XBRL
Filed herewith
Item 16.
Form 10-K Summary
None.
122
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AGCO Corporation
By:
/s/ Eric P. Hansotia
Eric P. Hansotia
Dated: February 24, 2025
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant in the capacities and on the date indicated.
Signature
Title
Date
/s/ Eric P. Hansotia
Chairman of the Board, President and Chief
Executive Officer
February 24, 2025
Eric P. Hansotia
/s/ Damon Audia
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 24, 2025
Damon Audia
/s/ Indira Agarwal
Vice President, Chief Accounting Officer
(Principal Accounting Officer)
February 24, 2025
Indira Agarwal
/s/ Michael C. Arnold*
Director
February 24, 2025
Michael C. Arnold
/s/ Sondra L. Barbour*
Director
February 24, 2025
Sondra L. Barbour
/s/ Suzanne P. Clark*
Director
February 24, 2025
Suzanne P. Clark
/s/ Bob De Lange*
Director
February 24, 2025
Bob De Lange
/s/ George E. Minnich*
Director
February 24, 2025
George E. Minnich
/s/ Niels Pörksen*
Director
February 24, 2025
Niels Pörksen
/s/ David Sagehorn*
Director
February 24, 2025
David Sagehorn
/s/ Mallika Srinivasan*
Director
February 24, 2025
Mallika Srinivasan
/s/ Matthew Tsien*
Director
February 24, 2025
Matthew Tsien
*By:
/s/ Damon Audia
February 24, 2025
Damon Audia
Attorney-in-Fact
123
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Forward-Looking Statements
This annual report includes forward-looking statements,
including the statements in the CEO 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, including declines in the general economy, adverse
weather, tariffs, increases in farm input costs, lower
commodity prices, lower farm income and changes in the
availability of credit for our retail customers, will adversely
affect us.
• We maintain an independent dealer and distribution network
in the markets where we sell products. The financial and
operational capabilities of our dealers and distributors are
critical to our ability to compete in these markets. Higher
inventory levels at our dealers and high utilization of dealer
credit limits as well as the financial health of our dealers
could negatively impact future sales and adversely impact
our performance.
• On April 1, 2024, we completed the acquisition of the ag assets
and technologies of Trimble through the formation of a joint
venture, PTx Trimble, of which we own 85%. Financing the PTx
Trimble transaction significantly increased our indebtedness
and interest expense. We also have made various assumptions
relating to the acquisition that may not prove to be correct
and we may fail to realize all of the anticipated benefits of
the acquisition. All acquisitions involve risk, and there is no
certainty that the acquired business will operate as expected.
Each of these items, as well as similar acquisition-related
items, would adversely impact our performance.
• A majority of our sales and manufacturing takes place
outside the United States, and many of our sales involve
products that are manufactured in one country and sold
in a different country. 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. The United States
government has recently indicated that it intends to impose
tariffs on goods imported from foreign countries, including
China, Mexico and Canada and that additional tariffs may be
imposed on imports from other countries in the future. There
is substantial uncertainty surrounding these tariffs and the
consequences that may arise from the imposition of tariffs
on imports from, and exports to, these other countries.
These risks may delay or reduce our realization of value from
our international operations.
• We cannot predict or control the impact of the conflict in
Ukraine on our business. Already it has resulted in reduced
sales in Ukraine as farmers have experienced economic
distress, difficulties in harvesting and delivering their
products, as well as general uncertainty. There is a potential
for natural gas shortages, as well as shortages in other
energy sources, throughout Europe, which could negatively
impact our production in Europe both directly and through
interrupting the supply of parts and components that we
use. It is unclear how long these conditions will continue, or
whether they will worsen, and what the ultimate impact on
our performance will be. In addition, AGCO sells products in,
and purchases parts and components from, other regions
where there could be hostilities. Any hostilities likely would
adversely impact our performance.
• Most retail sales of the products that we manufacture are
financed, either by our joint ventures with Rabobank or
by a bank or other private lender. Our joint ventures with
Rabobank, which are controlled by Rabobank and are
dependent upon Rabobank for financing as well, finance
approximately 50% of the retail sales of our tractors and
combines in the markets where the joint ventures operate.
Any difficulty by Rabobank to continue to provide that
financing, or any business decision by Rabobank as the
controlling member not to fund the business or particular
aspects of it (for example, a particular country or region),
would require the joint ventures to find other sources of
financing (which may be difficult to obtain), or us to find
another source of retail financing for our customers, or our
customers would be required to utilize other retail financing
providers. As a result of the recent economic downturn,
financing for capital equipment purchases generally has
become more difficult in certain regions and in some cases,
can be expensive to obtain. To the extent that financing is not
available or available only at unattractive prices, our sales
would be negatively impacted. In addition, Rabobank also
is the lead lender in our revolving credit facility and term
loans and for many years has been an important financing
partner for us. Any interruption or other challenges in that
relationship would require us to obtain alternative financing,
which could be difficult.
• Both AGCO and our finance joint ventures have substantial
accounts receivable from dealers and end customers, and
we would be adversely impacted if the collectability of these
receivables was less than optimal; this collectability is
dependent upon the financial strength of the farm industry,
which in turn is dependent upon the general economy and
commodity prices, as well as several of the other factors
listed in this section.
• We have experienced substantial and sustained volatility with
respect to currency exchange rate and interest rate changes,
which can adversely affect our reported results of operations
and the competitiveness of our products.
• Our success depends on the introduction of new products,
particularly engines that comply with emission requirements
and sustainable smart farming technology, which require
substantial expenditures; there is no certainty that we can
develop the necessary technology or that the technology
that we develop will be attractive to farmers or available at
competitive prices.
• Our expansion plans in emerging markets, including
establishing a greater manufacturing and marketing
presence and growing our use of component suppliers, could
entail significant risks.
• Our business increasingly is subject to regulations relating
to privacy and data protection, and if we violate any of those
regulations, or otherwise are the victim of a cyberattack, we
could be subject to significant claims, penalties and damages.
• Attacks through ransomware and other means are rapidly
increasing, and in May 2022 we learned that we had been
subject to a cyberattack. We continue to review and improve
our safeguards to minimize our exposure to future attacks.
However, there always will be the potential of the risk that a
cyberattack will be successful and will disrupt our business,
either through shutting down our operations, destroying data,
exfiltrating data or otherwise.
• Cybersecurity breaches including ransomware attacks and
other means are rapidly increasing. We continue to review
and improve our safeguards to minimize our exposure to
future attacks. However, there always will be the potential of
the risk that a cyberattack will be successful and will disrupt
our business, either through shutting down our operations,
destroying data, exfiltrating data or otherwise.
• We depend on suppliers for components, parts and raw
materials for our products, and any failure by our suppliers
to provide products as needed, or by us to promptly address
supplier issues, will adversely impact our ability to timely
and efficiently manufacture and sell products. In addition, the
potential of future natural gas shortages in Europe, as well
as predicted overall shortages in other energy sources, could
also negatively impact our production and that of our supply
chain in the future. There can be no assurance that there will
not be future disruptions.
• Any future pandemics could negatively impact our business
through reduced sales, facilities closures, higher absentee
rates, and reduced production at both our plants and the
plants that supply us with parts and components. In addition,
logistical and transportation-related issues and similar
problems may also arise.
• We recently have experienced significant inflation in a range
of costs, including for parts and components, shipping, and
energy. While we have been able to pass along most of those
costs through increased prices, there can be no assurance
that we will be able to continue to do so. If we are not, it will
adversely impact our performance.
• We face significant competition, and if we are unable to
compete successfully against other agricultural equipment
manufacturers, we would lose customers and our net sales
and performance would decline.
• We have a substantial amount of indebtedness (and have
incurred additional indebtedness as part of the PTx Trimble
joint venture transaction), and, as a result, we are subject to
certain restrictive covenants and payment obligations, as well
as increased leverage generally, that may adversely affect our
ability to operate and expand our business.
Board of Directors*
Senior Management*
Michael C. Arnold
Former President and
Chief Executive Officer,
Ryerson Inc.
Sondra L. Barbour
Former Executive Vice President,
Lockheed Martin Corporation
Suzanne P. Clark
President, Chief Executive Officer,
U.S. Chamber of Commerce
Bob De Lange
Group President, Services,
Distribution and Digital,
Caterpillar Inc.
Eric P. Hansotia
Chairman, President &
CEO, AGCO Corporation
George E. Minnich
Former Senior Vice President
and Chief Financial Officer,
ITT Corporation
Niels Pörksen
Chairman, Chief Executive Officer,
Südzucker AG
David Sagehorn
Former Executive Vice President
and Chief Financial Officer,
Oshkosh Corporation
Mallika Srinivasan
Chairman and Managing Director,
Tractors and Farm
Equipment Limited (India)
Matthew Tsien
Former Executive Vice President,
Chief Technology Officer,
General Motors and Former
President, General Motors Ventures
*As of March 7, 2025.
Eric P. Hansotia
Chairman,
President & CEO
Damon Audia
Senior Vice President,
Chief Financial Officer
Roger N. Batkin
Senior Vice President,
General Counsel,
Chief ESG Officer and
Corporate Secretary
Kelvin Bennett
Senior Vice President,
Engineering
Stefan Caspari
Senior Vice President,
Customer Success and
Business Effectiveness
Torsten Dehner
Senior Vice President,
General Manager,
Fendt/Valtra
Luís Felli
Senior Vice President,
General Manager,
Massey Ferguson
Ivory Harris
Senior Vice President,
Chief Human
Resources Officer
Tim Millwood
Senior Vice President,
Chief Supply
Chain Officer
Viren Shah
Senior Vice President,
Chief Digital &
Information Officer
*As of March 7, 2025.
Shareholder Information
CORPORATE HEADQUARTERS
4205 River Green Parkway
Duluth, Georgia 30096 USA
+1-770-813-9200
TRANSFER AGENT & REGISTRAR
You can contact Computershare
through the following methods:
Overnight mail delivery
150 Royall Street, Suite 101
Canton, MA 02021 USA
Regular mail delivery
P.O. Box 43006
Providence, RI 02940-3006 USA
Telephone
+1-800-962-4284
STOCK EXCHANGE
AGCO Corporation common
stock (trading symbol “AGCO”)
is traded on the New York
Stock Exchange.
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
KPMG LLP
Atlanta, Georgia USA
FORM 10-K
The Form 10-K Annual Report
filed with the Securities and
Exchange Commission is available
in the “Investors” Section of our
corporate website (www.agcocorp.
com), under the heading “SEC
Filings,” or upon request from the
Investor Relations Department at
our corporate headquarters.
ANNUAL MEETING
The annual meeting of the
Company’s stockholders
will be held at 9:00 a.m. ET
April 24, 2025, at the offices of
AGCO Corporation, 4205 River
Green Parkway, Duluth, Georgia
30096 USA
© 2025 AGCO CORPORATION
All rights reserved. Incorporated
in Delaware. An Equal Opportunity
Employer. AGCO®, Fendt®,
Massey Ferguson®, Precision
Planting®, Valtra®, and PTx and
their respective logos, as well as
corporate and product identities
used herein, are trademarks of
AGCO or its subsidiaries and may
not be used without permission.
4205 River Green Parkway, Duluth, GA 30096 USA
+1-770-813-9200 | AGCOCorp.com