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TABLE OF CONTENTS
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Percentage of Net Sales
|
|||||||
Product
|
|
Product Description
|
|
2014
|
|
2013
|
|
2012
|
|||
Tractors
|
•
|
High horsepower tractors (100 to 590 horsepower); typically used on larger farms, primarily for row crop production
|
|
57
|
%
|
|
60
|
%
|
|
59
|
%
|
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•
|
Utility tractors (40 to 100 horsepower); typically used on small- and medium-sized farms and in specialty agricultural industries, including dairy, livestock, orchards and vineyards
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|||
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•
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Compact tractors (under 40 horsepower); typically used on small farms and specialty agricultural industries, as well as for landscaping and residential uses
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Combines
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•
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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
|
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6
|
%
|
|
6
|
%
|
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6
|
%
|
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
|
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5
|
%
|
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5
|
%
|
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5
|
%
|
|
•
|
Chemical sprayer equipment; for use both prior to planting crops (“pre-emergence”) and after crops emerge from the ground (“post-emergence”)
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Hay Tools and Forage Equipment, Implements & Other Equipment
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•
|
Round and rectangular balers, self-propelled windrowers, disc mowers, spreaders, rakes, tedders, and mower conditioners; used for the harvesting and packaging of vegetative feeds used in the beef cattle, dairy, horse and renewable fuel industries
|
|
9
|
%
|
|
9
|
%
|
|
10
|
%
|
|
•
|
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
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|||
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•
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Planters; used to apply fertilizer and plant seeds in the field, typically used in row crop seeding
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|||
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•
|
Other equipment, including loaders; used for a variety of tasks including lifting and transporting hay crops
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Grain Storage and Protein Production Systems
|
•
|
Grain storage bins and related drying and handling equipment systems, as well as swine and poultry feed storage and delivery, ventilation and watering systems
|
|
9
|
%
|
|
7
|
%
|
|
7
|
%
|
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 ten to 20 years. Our parts inventories are maintained and distributed through a network of master and regional warehouses in all of the regions we operate within in order to provide a timely response to customer demand for replacement parts.
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14
|
%
|
|
13
|
%
|
|
13
|
%
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|
|
Independent Dealers and Distributors
|
|
Percent of Net Sales
|
|||||||
Geographical region
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||
Europe
|
|
1,070
|
|
49
|
%
|
|
48
|
%
|
|
48
|
%
|
North America
|
|
1,360
|
|
25
|
%
|
|
26
|
%
|
|
26
|
%
|
South America
|
|
310
|
|
17
|
%
|
|
19
|
%
|
|
18
|
%
|
Rest of World
(1)
|
|
360
|
|
9
|
%
|
|
7
|
%
|
|
8
|
%
|
•
|
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
|
•
|
Forms 3, 4 and 5
|
•
|
charters for the committees of our board of directors, which are available under the heading “Charters of the Committees of the Board” in the “Corporate Governance” section of our website located under “Investors,” and
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•
|
our Global Code of Conduct, which is available under the heading “Global Code of Conduct” in the “Corporate Governance” section of our website located under “Investors.”
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•
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innovation;
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•
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customer acceptance;
|
•
|
the efficiency of our suppliers in providing component parts and of our manufacturing facilities in producing final products; and
|
•
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the performance and quality of our products relative to those of our competitors.
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•
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requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund 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 industry in which we operate;
|
•
|
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
|
•
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limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds, pay cash dividends or engage in or enter into certain transactions.
|
•
|
the costs of integrating acquired businesses and their operations may be higher than we expect and may require significant attention from our management; and
|
•
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our ability to successfully carry out our growth strategies for acquired businesses 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 them 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.
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Location
|
|
Description of Property
|
|
Leased
(Sq. Ft.)
|
|
Owned
(Sq. Ft.)
|
||
United States:
|
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|
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|
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|
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Duluth, Georgia
|
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Corporate Headquarters
|
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166,700
|
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Hesston, Kansas
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Manufacturing
|
|
|
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1,445,300
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Batavia, Illinois
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Parts Distribution
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310,200
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Assumption, Illinois
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Manufacturing/Sales and Administrative Office
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933,900
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Jackson, Minnesota
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Manufacturing
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287,000
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706,000
|
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International:
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Beauvais, France
(1)
|
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Manufacturing
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1,263,100
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Ennery, France
|
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Parts Distribution
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58,200
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|
403,400
|
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Marktoberdorf, Germany
|
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Manufacturing
|
|
154,800
|
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1,472,000
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Breganze, Italy
|
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Manufacturing
|
|
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1,548,400
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Linnavuori, Finland
|
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Manufacturing
|
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396,300
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Suolahti, Finland
|
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Manufacturing/Parts Distribution
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550,900
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Canoas, Brazil
|
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Regional Headquarters/Manufacturing
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615,300
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Santa Rosa, Brazil
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Manufacturing
|
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481,500
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Mogi das Cruzes, Brazil
|
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Manufacturing
|
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727,400
|
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Changzhou, China
|
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Manufacturing
|
|
449,300
|
|
|
767,000
|
|
(1)
|
Includes our joint venture, GIMA, in which we own a 50% interest.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2014
|
|
|
|
|
|
|
|
||||
First Quarter
|
$
|
59.02
|
|
|
$
|
49.93
|
|
|
$
|
0.11
|
|
Second Quarter
|
59.18
|
|
|
53.28
|
|
|
0.11
|
|
|||
Third Quarter
|
56.61
|
|
|
45.07
|
|
|
0.11
|
|
|||
Fourth Quarter
|
47.37
|
|
|
41.56
|
|
|
0.11
|
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2013
|
|
|
|
|
|
|
|
||||
First Quarter
|
$
|
55.15
|
|
|
$
|
49.07
|
|
|
$
|
0.10
|
|
Second Quarter
|
56.83
|
|
|
47.29
|
|
|
0.10
|
|
|||
Third Quarter
|
61.88
|
|
|
49.63
|
|
|
0.10
|
|
|||
Fourth Quarter
|
64.60
|
|
|
56.31
|
|
|
0.10
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
or Programs
(1)
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
(1)(2)
|
||||||
October 1, 2014 through
October 31, 2014
(2)
|
|
768,763
|
|
|
$
|
44.06
|
|
|
768,763
|
|
|
$
|
156.6
|
|
November 1, 2014 through
November 30, 2014
(2)
|
|
2,020,785
|
|
|
$
|
43.30
|
|
|
2,020,785
|
|
|
$
|
31.6
|
|
December 1, 2014 through
December 31, 2014
(2)
|
|
838,279
|
|
|
$
|
43.72
|
|
|
838,279
|
|
|
$
|
531.6
|
|
Total
|
|
3,627,827
|
|
|
$
|
43.79
|
|
|
3,627,827
|
|
|
$
|
531.6
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(In millions, except per share data)
|
||||||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
$
|
9,962.2
|
|
|
$
|
8,773.2
|
|
|
$
|
6,896.6
|
|
Gross profit
|
|
2,066.3
|
|
|
2,390.6
|
|
|
2,123.2
|
|
|
1,776.1
|
|
|
1,258.7
|
|
|||||
Income from operations
|
|
646.5
|
|
|
900.7
|
|
|
693.2
|
|
|
610.3
|
|
|
324.2
|
|
|||||
Net income
|
|
404.2
|
|
|
592.3
|
|
|
516.4
|
|
|
585.3
|
|
|
220.2
|
|
|||||
Net loss (income) attributable to noncontrolling interests
|
|
6.2
|
|
|
4.9
|
|
|
5.7
|
|
|
(2.0
|
)
|
|
0.3
|
|
|||||
Net income attributable to AGCO Corporation and subsidiaries
|
|
$
|
410.4
|
|
|
$
|
597.2
|
|
|
$
|
522.1
|
|
|
$
|
583.3
|
|
|
$
|
220.5
|
|
Net income per common share — diluted
|
|
$
|
4.36
|
|
|
$
|
6.01
|
|
|
$
|
5.30
|
|
|
$
|
5.95
|
|
|
$
|
2.29
|
|
Cash dividends declared and paid per common share
|
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average shares outstanding — diluted
|
|
94.2
|
|
|
99.4
|
|
|
98.6
|
|
|
98.1
|
|
|
96.4
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(In millions, except number of employees)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
363.7
|
|
|
$
|
1,047.2
|
|
|
$
|
781.3
|
|
|
$
|
724.4
|
|
|
$
|
719.9
|
|
Total assets
|
|
7,395.9
|
|
|
8,438.8
|
|
|
7,721.8
|
|
|
7,257.2
|
|
|
5,436.9
|
|
|||||
Total long-term debt, excluding current portion
|
|
997.6
|
|
|
938.5
|
|
|
1,035.6
|
|
|
1,409.7
|
|
|
443.0
|
|
|||||
Stockholders’ equity
|
|
3,496.9
|
|
|
4,044.8
|
|
|
3,481.5
|
|
|
3,031.2
|
|
|
2,659.2
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Number of employees
|
|
20,828
|
|
|
22,111
|
|
|
20,320
|
|
|
19,294
|
|
|
14,740
|
|
|
Years Ended December 31,
|
|||||||
|
2014
(1)
|
|
2013
(1)
|
|
2012
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
78.7
|
|
|
77.8
|
|
|
78.7
|
|
Gross profit
|
21.3
|
|
|
22.2
|
|
|
21.3
|
|
Selling, general and administrative expenses
|
10.2
|
|
|
10.1
|
|
|
10.5
|
|
Engineering expenses
|
3.5
|
|
|
3.3
|
|
|
3.2
|
|
Restructuring and other infrequent expenses
|
0.5
|
|
|
—
|
|
|
—
|
|
Impairment charge
|
—
|
|
|
—
|
|
|
0.2
|
|
Amortization of intangibles
|
0.4
|
|
|
0.4
|
|
|
0.5
|
|
Income from operations
|
6.6
|
|
|
8.4
|
|
|
6.9
|
|
Interest expense, net
|
0.6
|
|
|
0.5
|
|
|
0.6
|
|
Other expense, net
|
0.5
|
|
|
0.4
|
|
|
0.3
|
|
Income before income taxes and equity in net earnings of affiliates
|
5.5
|
|
|
7.4
|
|
|
6.0
|
|
Income tax provision
|
1.9
|
|
|
2.4
|
|
|
1.4
|
|
Income before equity in net earnings of affiliates
|
3.6
|
|
|
5.0
|
|
|
4.6
|
|
Equity in net earnings of affiliates
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
Net income
|
4.2
|
|
|
5.5
|
|
|
5.1
|
|
Net loss attributable to noncontrolling interests
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Net income attributable to AGCO Corporation and subsidiaries
|
4.2
|
%
|
|
5.5
|
%
|
|
5.2
|
%
|
|
|
|
|
|
Change
|
|
Change due to Currency
Translation
|
||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
North America
|
$
|
2,414.2
|
|
|
$
|
2,757.8
|
|
|
$
|
(343.6
|
)
|
|
(12.5
|
)%
|
|
$
|
(25.3
|
)
|
|
(0.9
|
)%
|
South America
|
1,663.4
|
|
|
2,039.7
|
|
|
(376.3
|
)
|
|
(18.4
|
)%
|
|
(180.1
|
)
|
|
(8.8
|
)%
|
||||
Europe/Africa/Middle East
|
5,158.5
|
|
|
5,481.5
|
|
|
(323.0
|
)
|
|
(5.9
|
)%
|
|
(40.0
|
)
|
|
(0.7
|
)%
|
||||
Asia/Pacific
|
487.6
|
|
|
507.9
|
|
|
(20.3
|
)
|
|
(4.0
|
)%
|
|
(13.3
|
)
|
|
(2.6
|
)%
|
||||
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
$
|
(1,063.2
|
)
|
|
(9.9
|
)%
|
|
$
|
(258.7
|
)
|
|
(2.4
|
)%
|
|
2014
|
|
2013
|
||||||||||
|
$
|
|
% of
Net Sales
(1)
|
|
$
|
|
% of
Net Sales
|
||||||
Gross profit
|
$
|
2,066.3
|
|
|
21.3
|
%
|
|
$
|
2,390.6
|
|
|
22.2
|
%
|
Selling, general and administrative expenses
|
995.4
|
|
|
10.2
|
%
|
|
1,088.7
|
|
|
10.1
|
%
|
||
Engineering expenses
|
337.0
|
|
|
3.5
|
%
|
|
353.4
|
|
|
3.3
|
%
|
||
Restructuring and other infrequent expenses
|
46.4
|
|
|
0.5
|
%
|
|
—
|
|
|
—
|
%
|
||
Amortization of intangibles
|
41.0
|
|
|
0.4
|
%
|
|
47.8
|
|
|
0.4
|
%
|
||
Income from operations
|
$
|
646.5
|
|
|
6.6
|
%
|
|
$
|
900.7
|
|
|
8.4
|
%
|
|
|
|
|
|
Change
|
|
|
Change due to Currency
Translation
|
||||||||||||||
|
2013
|
|
2012
|
|
$
|
|
%
|
|
|
$
|
|
%
|
||||||||||
North America
|
$
|
2,757.8
|
|
|
$
|
2,584.4
|
|
|
$
|
173.4
|
|
|
6.7
|
%
|
|
|
$
|
(7.7
|
)
|
|
(0.3
|
)%
|
South America
|
2,039.7
|
|
|
1,855.7
|
|
|
184.0
|
|
|
9.9
|
%
|
|
|
(220.2
|
)
|
|
(11.9
|
)%
|
||||
Europe/Africa/Middle East
|
5,481.5
|
|
|
5,073.7
|
|
|
407.8
|
|
|
8.0
|
%
|
|
|
115.9
|
|
|
2.3
|
%
|
||||
Asia/Pacific
|
507.9
|
|
|
448.4
|
|
|
59.5
|
|
|
13.3
|
%
|
|
|
(9.5
|
)
|
|
(2.1
|
)%
|
||||
|
$
|
10,786.9
|
|
|
$
|
9,962.2
|
|
|
$
|
824.7
|
|
|
8.3
|
%
|
|
|
$
|
(121.5
|
)
|
|
(1.2
|
)%
|
|
2013
|
|
2012
|
||||||||||
|
$
|
|
% of
Net Sales
|
|
$
|
|
% of
Net Sales
|
||||||
Gross profit
|
$
|
2,390.6
|
|
|
22.2
|
%
|
|
$
|
2,123.2
|
|
|
21.3
|
%
|
Selling, general and administrative expenses
|
1,088.7
|
|
|
10.1
|
%
|
|
1,041.2
|
|
|
10.5
|
%
|
||
Engineering expenses
|
353.4
|
|
|
3.3
|
%
|
|
317.1
|
|
|
3.2
|
%
|
||
Impairment charge
|
—
|
|
|
—
|
%
|
|
22.4
|
|
|
0.2
|
%
|
||
Amortization of intangibles
|
47.8
|
|
|
0.4
|
%
|
|
49.3
|
|
|
0.5
|
%
|
||
Income from operations
|
$
|
900.7
|
|
|
8.4
|
%
|
|
$
|
693.2
|
|
|
6.9
|
%
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
2,333.4
|
|
|
$
|
2,750.3
|
|
|
$
|
2,154.8
|
|
|
$
|
2,485.2
|
|
Gross profit
|
514.9
|
|
|
631.5
|
|
|
421.9
|
|
|
498.0
|
|
||||
Income from operations
|
155.7
|
|
|
266.7
|
|
|
108.7
|
|
|
115.4
|
|
||||
Net income
|
99.2
|
|
|
166.0
|
|
|
62.5
|
|
|
76.5
|
|
||||
Net loss attributable to noncontrolling interests
|
0.4
|
|
|
2.2
|
|
|
2.5
|
|
|
1.1
|
|
||||
Net income attributable to AGCO Corporation and subsidiaries
|
99.6
|
|
|
168.2
|
|
|
65.0
|
|
|
77.6
|
|
||||
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted
|
1.03
|
|
|
1.77
|
|
|
0.69
|
|
|
0.85
|
|
||||
2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
2,403.1
|
|
|
$
|
3,048.2
|
|
|
$
|
2,475.9
|
|
|
$
|
2,859.7
|
|
Gross profit
|
533.1
|
|
|
710.3
|
|
|
556.2
|
|
|
591.0
|
|
||||
Income from operations
|
177.4
|
|
|
327.1
|
|
|
199.0
|
|
|
197.2
|
|
||||
Net income
|
117.1
|
|
|
213.1
|
|
|
125.2
|
|
|
136.9
|
|
||||
Net loss attributable to noncontrolling interests
|
0.9
|
|
|
0.6
|
|
|
1.0
|
|
|
2.4
|
|
||||
Net income attributable to AGCO Corporation and subsidiaries
|
118.0
|
|
|
213.7
|
|
|
126.2
|
|
|
139.3
|
|
||||
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted
|
1.19
|
|
|
2.15
|
|
|
1.27
|
|
|
1.40
|
|
•
|
Our €200.0 million (or approximately $242.0 million as of
December 31, 2014
) 4
1
/
2
% senior term loan, which matures in 2016 (see further discussion below).
|
•
|
Our $300.0 million of 5
7
/
8
% senior notes, which mature in 2021 (see further discussion below).
|
•
|
Our revolving credit and term loan facility, consisting of a $800.0 million multi-currency revolving credit facility and a $355.0 million term loan facility, which expires in June 2019. As of
December 31, 2014
,
$49.4 million
was outstanding under the multi-currency revolving credit facility and
$355.0 million
was outstanding under the term loan facility (see further discussion below).
|
•
|
Our accounts receivable sales agreements with our finance joint ventures in the United States, Canada and Europe. As of
December 31, 2014
, approximately
$1.2 billion
of cash had been received under these agreements (see further discussion below).
|
•
|
Our term loan with the European Investment Bank (“EIB”) that provides us with the ability to borrow up to €200.0 million (see further discussion below). This term loan was funded by the EIB in January 2015.
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
2015
|
|
2016 to
2017
|
|
2018 to
2019
|
|
2020 and
Beyond
|
||||||||||
Indebtedness
(1)
|
$
|
1,091.9
|
|
|
$
|
94.3
|
|
|
$
|
292.5
|
|
|
$
|
389.7
|
|
|
$
|
315.4
|
|
Interest payments related to indebtedness
(2)
|
167.3
|
|
|
35.0
|
|
|
44.0
|
|
|
58.7
|
|
|
29.6
|
|
|||||
Capital lease obligations
|
4.0
|
|
|
2.0
|
|
|
1.9
|
|
|
0.1
|
|
|
—
|
|
|||||
Operating lease obligations
|
194.2
|
|
|
52.2
|
|
|
60.3
|
|
|
29.8
|
|
|
51.9
|
|
|||||
Unconditional purchase obligations
|
130.9
|
|
|
100.2
|
|
|
25.0
|
|
|
5.7
|
|
|
—
|
|
|||||
Other short-term and long-term obligations
(3)
|
402.8
|
|
|
107.8
|
|
|
75.1
|
|
|
96.5
|
|
|
123.4
|
|
|||||
Total contractual cash obligations
|
$
|
1,991.1
|
|
|
$
|
391.5
|
|
|
$
|
498.8
|
|
|
$
|
580.5
|
|
|
$
|
520.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
|
|
|
|
|
2016 to
2017
|
|
2018 to
2019
|
|
2020 and
Beyond
|
||||||||||
|
Total
|
|
2015
|
|
|
|
|||||||||||||
Standby letters of credit and similar instruments
|
$
|
18.5
|
|
|
$
|
18.2
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Guarantees
|
129.7
|
|
|
124.7
|
|
|
4.2
|
|
|
0.8
|
|
|
—
|
|
|||||
Total commercial commitments and letters of credit
|
$
|
148.2
|
|
|
$
|
142.9
|
|
|
$
|
4.4
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
• Discount rates
|
• Inflation
|
• Salary growth
|
• Expected return on plan assets
|
• Retirement rates
|
• Mortality rates
|
•
|
Our inflation assumption is based on an evaluation of external market indicators.
|
•
|
The salary growth assumptions reflect our long-term actual experience, the near-term outlook and assumed inflation.
|
•
|
The expected 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 10 years.
|
•
|
Retirement and termination rates primarily are based on actual plan experience and actuarial standards of practice.
|
•
|
The mortality rates for the U.S. defined benefit pension plans were updated in
2014
to reflect expected improvements in the life expectancy of the plan participants. The mortality rates for the U.K. defined benefit pension plan were updated in 2012 to reflect expected improvements in the life expectancy of the plan participants.
|
•
|
The fair value of assets used to determine the expected return on assets does not reflect any delayed recognition of asset gains and losses.
|
• Health care cost trends
|
• Inflation
|
• Discount rates
|
• Medical coverage elections
|
• Retirement rates
|
• Mortality rates
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on service and interest cost
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Effect on accumulated benefit obligation
|
$
|
3.8
|
|
|
$
|
(3.2
|
)
|
|
Page
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
$
|
9,962.2
|
|
Cost of goods sold
|
7,657.4
|
|
|
8,396.3
|
|
|
7,839.0
|
|
|||
Gross profit
|
2,066.3
|
|
|
2,390.6
|
|
|
2,123.2
|
|
|||
Selling, general and administrative expenses
|
995.4
|
|
|
1,088.7
|
|
|
1,041.2
|
|
|||
Engineering expenses
|
337.0
|
|
|
353.4
|
|
|
317.1
|
|
|||
Restructuring and other infrequent expenses
|
46.4
|
|
|
—
|
|
|
—
|
|
|||
Impairment charge
|
—
|
|
|
—
|
|
|
22.4
|
|
|||
Amortization of intangibles
|
41.0
|
|
|
47.8
|
|
|
49.3
|
|
|||
Income from operations
|
646.5
|
|
|
900.7
|
|
|
693.2
|
|
|||
Interest expense, net
|
58.4
|
|
|
58.0
|
|
|
57.6
|
|
|||
Other expense, net
|
49.1
|
|
|
40.1
|
|
|
34.8
|
|
|||
Income before income taxes and equity in net earnings of affiliates
|
539.0
|
|
|
802.6
|
|
|
600.8
|
|
|||
Income tax provision
|
187.7
|
|
|
258.5
|
|
|
137.9
|
|
|||
Income before equity in net earnings of affiliates
|
351.3
|
|
|
544.1
|
|
|
462.9
|
|
|||
Equity in net earnings of affiliates
|
52.9
|
|
|
48.2
|
|
|
53.5
|
|
|||
Net income
|
404.2
|
|
|
592.3
|
|
|
516.4
|
|
|||
Net loss attributable to noncontrolling interests
|
6.2
|
|
|
4.9
|
|
|
5.7
|
|
|||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
410.4
|
|
|
$
|
597.2
|
|
|
$
|
522.1
|
|
Net income per common share attributable to AGCO Corporation and subsidiaries:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
4.39
|
|
|
$
|
6.14
|
|
|
$
|
5.38
|
|
Diluted
|
$
|
4.36
|
|
|
$
|
6.01
|
|
|
$
|
5.30
|
|
Cash dividends declared and paid per common share
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
93.4
|
|
|
97.3
|
|
|
97.1
|
|
|||
Diluted
|
94.2
|
|
|
99.4
|
|
|
98.6
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
404.2
|
|
|
$
|
592.3
|
|
|
$
|
516.4
|
|
Other comprehensive loss, net of reclassification adjustments:
|
|
|
|
|
|
||||||
Defined benefit pension plans, net of taxes:
|
|
|
|
|
|
||||||
Prior service cost arising during year
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||
Net loss recognized due to settlement
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Net gain recognized due to curtailment
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|||
Net actuarial (loss) gain arising during year
|
(54.8
|
)
|
|
45.2
|
|
|
(28.2
|
)
|
|||
Amortization of prior service cost included in net periodic pension cost
|
0.6
|
|
|
0.6
|
|
|
0.4
|
|
|||
Amortization of net actuarial losses included in net periodic pension cost
|
7.3
|
|
|
10.7
|
|
|
7.6
|
|
|||
Derivative adjustments:
|
|
|
|
|
|
||||||
Net changes in fair value of derivatives
|
(1.4
|
)
|
|
(1.4
|
)
|
|
(3.1
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
1.5
|
|
|
0.5
|
|
|
8.1
|
|
|||
Foreign currency translation adjustments
|
(349.3
|
)
|
|
(87.2
|
)
|
|
(62.7
|
)
|
|||
Other comprehensive loss, net of reclassification adjustments
|
(396.1
|
)
|
|
(31.6
|
)
|
|
(80.4
|
)
|
|||
Comprehensive income
|
8.1
|
|
|
560.7
|
|
|
436.0
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
6.5
|
|
|
5.2
|
|
|
7.3
|
|
|||
Comprehensive income attributable to AGCO Corporation and subsidiaries
|
$
|
14.6
|
|
|
$
|
565.9
|
|
|
$
|
443.3
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
363.7
|
|
|
$
|
1,047.2
|
|
Accounts and notes receivable, net
|
963.8
|
|
|
940.6
|
|
||
Inventories, net
|
1,750.7
|
|
|
2,016.1
|
|
||
Deferred tax assets
|
217.2
|
|
|
241.2
|
|
||
Other current assets
|
232.5
|
|
|
272.0
|
|
||
Total current assets
|
3,527.9
|
|
|
4,517.1
|
|
||
Property, plant and equipment, net
|
1,530.4
|
|
|
1,602.3
|
|
||
Investment in affiliates
|
424.1
|
|
|
416.1
|
|
||
Deferred tax assets
|
25.8
|
|
|
24.4
|
|
||
Other assets
|
141.1
|
|
|
134.6
|
|
||
Intangible assets, net
|
553.8
|
|
|
565.6
|
|
||
Goodwill
|
1,192.8
|
|
|
1,178.7
|
|
||
Total assets
|
$
|
7,395.9
|
|
|
$
|
8,438.8
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
94.3
|
|
|
$
|
110.5
|
|
Convertible senior subordinated notes
|
—
|
|
|
201.2
|
|
||
Accounts payable
|
670.2
|
|
|
960.3
|
|
||
Accrued expenses
|
1,244.1
|
|
|
1,389.2
|
|
||
Other current liabilities
|
208.3
|
|
|
150.8
|
|
||
Total current liabilities
|
2,216.9
|
|
|
2,812.0
|
|
||
Long-term debt, less current portion
|
997.6
|
|
|
938.5
|
|
||
Pensions and postretirement health care benefits
|
269.0
|
|
|
246.4
|
|
||
Deferred tax liabilities
|
238.8
|
|
|
251.2
|
|
||
Other noncurrent liabilities
|
176.7
|
|
|
145.9
|
|
||
Total liabilities
|
3,899.0
|
|
|
4,394.0
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|
||
AGCO Corporation stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2014 and 2013
|
—
|
|
|
—
|
|
||
Common stock; $0.01 par value, 150,000,000 shares authorized, 89,146,093 and 97,362,466 shares issued and outstanding at December 31, 2014 and 2013, respectively
|
0.9
|
|
|
1.0
|
|
||
Additional paid-in capital
|
582.5
|
|
|
1,117.9
|
|
||
Retained earnings
|
3,771.6
|
|
|
3,402.0
|
|
||
Accumulated other comprehensive loss
|
(906.5
|
)
|
|
(510.7
|
)
|
||
Total AGCO Corporation stockholders’ equity
|
3,448.5
|
|
|
4,010.2
|
|
||
Noncontrolling interests
|
48.4
|
|
|
34.6
|
|
||
Total stockholders’ equity
|
3,496.9
|
|
|
4,044.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,395.9
|
|
|
$
|
8,438.8
|
|
|
|
|
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
|
Temporary Equity
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
|
|
Defined
Benefit
Pension
Plans
|
|
Cumulative
Translation
Adjustment
|
|
Deferred
(Losses) Gains on
Derivatives
|
|
Accumulated
Other
Comprehensive Loss
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Balance, December 31, 2011
|
97,194,732
|
|
|
$
|
1.0
|
|
|
$
|
1,073.2
|
|
|
$
|
2,321.6
|
|
|
$
|
(240.2
|
)
|
|
$
|
(156.1
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(400.6
|
)
|
|
$
|
36.0
|
|
|
$
|
3,031.2
|
|
|
$
|
—
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
522.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
525.1
|
|
|
(8.7
|
)
|
||||||||||
Issuance of restricted stock
|
13,986
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
|
|||||||||||
Stock options and SSARs exercised
|
16,287
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
|
|||||||||||
Stock compensation
|
—
|
|
|
—
|
|
|
35.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|
|
|||||||||||
Investments by redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
||||||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|
|
|||||||||||
Changes in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
(4.0
|
)
|
|
|
|||||||||||
Purchases and retirement of common stock
|
(409,007
|
)
|
|
—
|
|
|
(17.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.6
|
)
|
|
|
|||||||||||
Defined benefit pension plans, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Prior service cost arising during year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
|
|||||||||||
Net actuarial loss arising during year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.2
|
)
|
|
—
|
|
|
—
|
|
|
(28.2
|
)
|
|
—
|
|
|
(28.2
|
)
|
|
|
|||||||||||
Amortization of prior service cost included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
|||||||||||
Amortization of net actuarial losses included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|
|
|||||||||||
Deferred gains and losses on derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
|
|||||||||||
Reclassification to temporary equity- Equity component of convertible senior subordinated notes
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
9.2
|
|
||||||||||
Change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.1
|
)
|
|
—
|
|
|
(61.1
|
)
|
|
—
|
|
|
(61.1
|
)
|
|
(1.6
|
)
|
||||||||||
Balance, December 31, 2012
|
96,815,998
|
|
|
1.0
|
|
|
1,082.9
|
|
|
2,843.7
|
|
|
(262.9
|
)
|
|
(217.2
|
)
|
|
0.7
|
|
|
(479.4
|
)
|
|
33.3
|
|
|
3,481.5
|
|
|
16.5
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
597.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
601.6
|
|
|
(9.3
|
)
|
||||||||||
Payment of dividends to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.9
|
)
|
|
|
|||||||||||
Issuance of restricted stock
|
12,059
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
|
|||||||||||
Issuance of performance award stock
|
491,692
|
|
|
—
|
|
|
(14.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.7
|
)
|
|
|
|||||||||||
SSARs exercised
|
61,941
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
|
|||||||||||
Stock compensation
|
—
|
|
|
—
|
|
|
34.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.0
|
|
|
|
|||||||||||
Excess tax benefit of stock awards
|
—
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
|
|||||||||||
Conversion of 1
1
/
4
% convertible senior subordinated notes
|
286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|
|
|||||||||||
Changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
2.3
|
|
||||||||||
Purchases and retirement of common stock
|
(19,510
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
|
|||||||||||
Defined benefit pension plans, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net actuarial gain arising during year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
|
—
|
|
|
45.2
|
|
|
|
|||||||||||
Amortization of prior service cost included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
|
|||||||||||
Amortization of net actuarial losses included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|
|
|||||||||||
Deferred gains and losses on derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
|
|||||||||||
Reclassification to temporary equity- Equity component of convertible senior subordinated notes
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
(9.2
|
)
|
||||||||||
Change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
|
(0.3
|
)
|
||||||||||
Balance, December 31, 2013
|
97,362,466
|
|
|
1.0
|
|
|
1,117.9
|
|
|
3,402.0
|
|
|
(206.4
|
)
|
|
(304.1
|
)
|
|
(0.2
|
)
|
|
(510.7
|
)
|
|
34.6
|
|
|
4,044.8
|
|
|
—
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
410.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
410.5
|
|
|
(6.3
|
)
|
||||||||||
Payment of dividends to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.8
|
)
|
|
|
|||||||||||
Issuance of restricted stock
|
14,907
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
|
|
||||||||||
Issuance of performance award stock
|
367,100
|
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|
|
|||||||||||
SSARs exercised
|
30,477
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
|
|
||||||||||
Stock compensation
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
|
|
||||||||||
Shortfall in tax benefit of stock awards
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
|
|||||||||||
Conversion of 1
1
/
4
% convertible senior subordinated notes
|
1,437,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||||
Investment by noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|
16.1
|
|
|
|
|||||||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|
|
|||||||||||
Changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|
6.6
|
|
||||||||||
Purchases and retirement of common stock
|
(10,066,322
|
)
|
|
(0.1
|
)
|
|
(499.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(499.7
|
)
|
|
|
|||||||||||
Defined benefit pension plans, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss recognized due to settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
|||||||||||
Net gain recognized due to curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
|
|||||||||||
Net actuarial loss arising during year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.8
|
)
|
|
—
|
|
|
—
|
|
|
(54.8
|
)
|
|
—
|
|
|
(54.8
|
)
|
|
|
|||||||||||
Amortization of prior service cost included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
|
|||||||||||
Amortization of net actuarial losses included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|
|
|||||||||||
Deferred gains and losses on derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
|
|||||||||||
Change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(349.0
|
)
|
|
—
|
|
|
(349.0
|
)
|
|
—
|
|
|
(349.0
|
)
|
|
(0.3
|
)
|
||||||||||
Balance, December 31, 2014
|
89,146,093
|
|
|
$
|
0.9
|
|
|
$
|
582.5
|
|
|
$
|
3,771.6
|
|
|
$
|
(253.3
|
)
|
|
$
|
(653.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(906.5
|
)
|
|
$
|
48.4
|
|
|
$
|
3,496.9
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
404.2
|
|
|
$
|
592.3
|
|
|
$
|
516.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
239.4
|
|
|
211.6
|
|
|
180.6
|
|
|||
Deferred debt issuance cost amortization
|
2.7
|
|
|
3.5
|
|
|
3.5
|
|
|||
Impairment charge
|
—
|
|
|
—
|
|
|
22.4
|
|
|||
Amortization of intangibles
|
41.0
|
|
|
47.8
|
|
|
49.3
|
|
|||
Amortization of debt discount
|
—
|
|
|
9.2
|
|
|
8.7
|
|
|||
Stock compensation (credit) expense
|
(10.8
|
)
|
|
34.6
|
|
|
36.8
|
|
|||
Equity in net earnings of affiliates, net of cash received
|
(25.4
|
)
|
|
(19.0
|
)
|
|
(25.7
|
)
|
|||
Deferred income tax provision (benefit)
|
3.6
|
|
|
21.7
|
|
|
(36.4
|
)
|
|||
Other
|
2.5
|
|
|
0.3
|
|
|
0.6
|
|
|||
Changes in operating assets and liabilities, net of effects from purchase of businesses:
|
|
|
|
|
|
|
|
|
|||
Accounts and notes receivable, net
|
(103.9
|
)
|
|
(36.2
|
)
|
|
40.6
|
|
|||
Inventories, net
|
111.4
|
|
|
(356.9
|
)
|
|
(160.9
|
)
|
|||
Other current and noncurrent assets
|
29.1
|
|
|
7.0
|
|
|
(71.8
|
)
|
|||
Accounts payable
|
(219.4
|
)
|
|
54.7
|
|
|
(61.7
|
)
|
|||
Accrued expenses
|
(71.2
|
)
|
|
123.4
|
|
|
154.5
|
|
|||
Other current and noncurrent liabilities
|
35.2
|
|
|
103.0
|
|
|
9.5
|
|
|||
Total adjustments
|
34.2
|
|
|
204.7
|
|
|
150.0
|
|
|||
Net cash provided by operating activities
|
438.4
|
|
|
797.0
|
|
|
666.4
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
(301.5
|
)
|
|
(391.8
|
)
|
|
(340.5
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
2.8
|
|
|
2.6
|
|
|
0.9
|
|
|||
Purchase of businesses, net of cash acquired
|
(130.3
|
)
|
|
(9.5
|
)
|
|
(2.9
|
)
|
|||
Investments in consolidated affiliates, net of cash acquired
|
—
|
|
|
—
|
|
|
(20.1
|
)
|
|||
Investments in unconsolidated affiliates
|
(3.9
|
)
|
|
(10.0
|
)
|
|
(15.8
|
)
|
|||
Restricted cash and other
|
—
|
|
|
—
|
|
|
3.7
|
|
|||
Net cash used in investing activities
|
(432.9
|
)
|
|
(408.7
|
)
|
|
(374.7
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from debt obligations
|
1,689.4
|
|
|
1,135.9
|
|
|
926.3
|
|
|||
Repayments of debt obligations
|
(1,588.8
|
)
|
|
(1,194.0
|
)
|
|
(1,148.8
|
)
|
|||
Purchases and retirement of common stock
|
(499.7
|
)
|
|
(1.0
|
)
|
|
(17.6
|
)
|
|||
Repurchase or conversion of convertible senior subordinated notes
|
(201.2
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of dividends to stockholders
|
(40.8
|
)
|
|
(38.9
|
)
|
|
—
|
|
|||
Payment of minimum tax withholdings on stock compensation
|
(13.2
|
)
|
|
(17.0
|
)
|
|
(0.3
|
)
|
|||
Purchase of or distribution to noncontrolling interests
|
(6.1
|
)
|
|
(3.1
|
)
|
|
(1.0
|
)
|
|||
Payment of debt issuance costs
|
(1.4
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Excess tax benefit related to stock compensation
|
—
|
|
|
11.4
|
|
|
—
|
|
|||
Other
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(662.0
|
)
|
|
(106.8
|
)
|
|
(241.6
|
)
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
(27.0
|
)
|
|
(15.6
|
)
|
|
6.8
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(683.5
|
)
|
|
265.9
|
|
|
56.9
|
|
|||
Cash and cash equivalents, beginning of year
|
1,047.2
|
|
|
781.3
|
|
|
724.4
|
|
|||
Cash and cash equivalents, end of year
|
$
|
363.7
|
|
|
$
|
1,047.2
|
|
|
$
|
781.3
|
|
Year Ended December 31, 2014
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/Pacific
|
|
Consolidated
|
|
|
|||||||||||
0 to 6 months
|
$
|
1,856.3
|
|
|
$
|
1,663.4
|
|
|
$
|
5,097.9
|
|
|
$
|
487.6
|
|
|
$
|
9,105.2
|
|
|
93.6
|
%
|
7 to 12 months
|
510.2
|
|
|
—
|
|
|
59.2
|
|
|
—
|
|
|
569.4
|
|
|
5.9
|
%
|
|||||
13 to 23 months
|
47.7
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
49.1
|
|
|
0.5
|
%
|
|||||
|
$
|
2,414.2
|
|
|
$
|
1,663.4
|
|
|
$
|
5,158.5
|
|
|
$
|
487.6
|
|
|
$
|
9,723.7
|
|
|
100
|
%
|
|
2014
|
|
2013
|
||||
Sales incentive discounts
|
$
|
18.5
|
|
|
$
|
30.4
|
|
Doubtful accounts
|
32.1
|
|
|
34.9
|
|
||
|
$
|
50.6
|
|
|
$
|
65.3
|
|
|
2014
|
|
2013
|
||||
Finished goods
|
$
|
616.6
|
|
|
$
|
775.7
|
|
Repair and replacement parts
|
536.4
|
|
|
550.2
|
|
||
Work in process
|
130.5
|
|
|
109.0
|
|
||
Raw materials
|
467.2
|
|
|
581.2
|
|
||
Inventories, net
|
$
|
1,750.7
|
|
|
$
|
2,016.1
|
|
|
2014
|
|
2013
|
||||
Land
|
$
|
113.6
|
|
|
$
|
125.6
|
|
Buildings and improvements
|
688.4
|
|
|
698.5
|
|
||
Machinery and equipment
|
2,039.9
|
|
|
2,013.4
|
|
||
Furniture and fixtures
|
127.6
|
|
|
127.3
|
|
||
Gross property, plant and equipment
|
2,969.5
|
|
|
2,964.8
|
|
||
Accumulated depreciation and amortization
|
(1,439.1
|
)
|
|
(1,362.5
|
)
|
||
Property, plant and equipment, net
|
$
|
1,530.4
|
|
|
$
|
1,602.3
|
|
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/Pacific
|
|
Consolidated
|
||||||||||
Balance as of December 31, 2011
|
$
|
415.9
|
|
|
$
|
212.2
|
|
|
$
|
496.8
|
|
|
$
|
69.6
|
|
|
$
|
1,194.5
|
|
Acquisition
|
0.8
|
|
|
29.0
|
|
|
—
|
|
|
(3.7
|
)
|
|
26.1
|
|
|||||
Impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
(9.1
|
)
|
|||||
Adjustments related to income taxes
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
(7.8
|
)
|
|||||
Foreign currency translation
|
—
|
|
|
(21.9
|
)
|
|
9.3
|
|
|
1.3
|
|
|
(11.3
|
)
|
|||||
Balance as of December 31, 2012
|
416.7
|
|
|
219.3
|
|
|
498.3
|
|
|
58.1
|
|
|
1,192.4
|
|
|||||
Acquisition
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|||||
Adjustments related to income taxes
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|||||
Foreign currency translation
|
—
|
|
|
(28.6
|
)
|
|
16.3
|
|
|
(0.7
|
)
|
|
(13.0
|
)
|
|||||
Balance as of December 31, 2013
|
424.0
|
|
|
190.7
|
|
|
506.6
|
|
|
57.4
|
|
|
1,178.7
|
|
|||||
Acquisition
|
89.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89.6
|
|
|||||
Foreign currency translation
|
—
|
|
|
(21.0
|
)
|
|
(52.0
|
)
|
|
(2.5
|
)
|
|
(75.5
|
)
|
|||||
Balance as of December 31, 2014
|
$
|
513.6
|
|
|
$
|
169.7
|
|
|
$
|
454.6
|
|
|
$
|
54.9
|
|
|
$
|
1,192.8
|
|
Intangible Asset
|
|
Weighted-Average
Useful Life
|
|
Patents and technology
|
|
14
|
years
|
Customer relationships
|
|
14
|
years
|
Trademarks and trade names
|
|
21
|
years
|
Land use rights
|
|
46
|
years
|
|
Trademarks and
Trade Names |
|
Customer
Relationships
|
|
Patents and
Technology
|
|
Land Use Rights
|
|
Total
|
||||||||||
Gross carrying amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2012
|
$
|
118.9
|
|
|
$
|
507.8
|
|
|
$
|
87.6
|
|
|
$
|
8.7
|
|
|
$
|
723.0
|
|
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
6.0
|
|
|||||
Foreign currency translation
|
(0.3
|
)
|
|
(5.1
|
)
|
|
1.5
|
|
|
0.2
|
|
|
(3.7
|
)
|
|||||
Balance as of December 31, 2013
|
118.6
|
|
|
502.7
|
|
|
89.1
|
|
|
14.9
|
|
|
725.3
|
|
|||||
Acquisition
|
7.0
|
|
|
28.0
|
|
|
11.3
|
|
|
—
|
|
|
46.3
|
|
|||||
Settlement of purchase consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
(4.8
|
)
|
|||||
Foreign currency translation
|
(2.1
|
)
|
|
(16.9
|
)
|
|
(6.4
|
)
|
|
(0.4
|
)
|
|
(25.8
|
)
|
|||||
Balance as of December 31, 2014
|
$
|
123.5
|
|
|
$
|
513.8
|
|
|
$
|
94.0
|
|
|
$
|
9.7
|
|
|
$
|
741.0
|
|
|
Trademarks and
Trade Names |
|
Customer
Relationships
|
|
Patents and
Technology
|
|
Land Use Rights
|
|
Total
|
||||||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2012
|
$
|
24.9
|
|
|
$
|
126.6
|
|
|
$
|
54.1
|
|
|
$
|
2.5
|
|
|
$
|
208.1
|
|
Amortization expense
|
6.2
|
|
|
38.4
|
|
|
3.0
|
|
|
0.2
|
|
|
47.8
|
|
|||||
Foreign currency translation
|
(0.1
|
)
|
|
(4.3
|
)
|
|
1.9
|
|
|
—
|
|
|
(2.5
|
)
|
|||||
Balance as of December 31, 2013
|
31.0
|
|
|
160.7
|
|
|
59.0
|
|
|
2.7
|
|
|
253.4
|
|
|||||
Amortization expense
|
6.2
|
|
|
31.4
|
|
|
3.2
|
|
|
0.2
|
|
|
41.0
|
|
|||||
Foreign currency translation
|
(0.8
|
)
|
|
(11.3
|
)
|
|
(6.1
|
)
|
|
—
|
|
|
(18.2
|
)
|
|||||
Balance as of December 31, 2014
|
$
|
36.4
|
|
|
$
|
180.8
|
|
|
$
|
56.1
|
|
|
$
|
2.9
|
|
|
$
|
276.2
|
|
|
Trademarks and
Trade Names |
||
Indefinite-lived intangible assets:
|
|
|
|
Balance as of December 31, 2012
|
$
|
92.2
|
|
Foreign currency translation
|
1.5
|
|
|
Balance as of December 31, 2013
|
93.7
|
|
|
Foreign currency translation
|
(4.7
|
)
|
|
Balance as of December 31, 2014
|
$
|
89.0
|
|
|
2014
|
|
2013
|
||||
Reserve for volume discounts and sales incentives
|
$
|
467.7
|
|
|
$
|
494.1
|
|
Warranty reserves
|
245.7
|
|
|
255.9
|
|
||
Accrued employee compensation and benefits
|
232.8
|
|
|
285.8
|
|
||
Accrued taxes
|
108.4
|
|
|
167.3
|
|
||
Other
|
189.5
|
|
|
186.1
|
|
||
|
$
|
1,244.1
|
|
|
$
|
1,389.2
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of the year
|
$
|
294.9
|
|
|
$
|
256.9
|
|
|
$
|
240.5
|
|
Acquisitions
|
0.5
|
|
|
—
|
|
|
0.1
|
|
|||
Accruals for warranties issued during the year
|
214.1
|
|
|
200.3
|
|
|
184.5
|
|
|||
Settlements made (in cash or in kind) during the year
|
(205.5
|
)
|
|
(165.7
|
)
|
|
(171.7
|
)
|
|||
Foreign currency translation
|
(19.4
|
)
|
|
3.4
|
|
|
3.5
|
|
|||
Balance at the end of the year
|
$
|
284.6
|
|
|
$
|
294.9
|
|
|
$
|
256.9
|
|
|
Years Ended
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cost of goods sold
|
$
|
(0.9
|
)
|
|
$
|
2.3
|
|
|
$
|
2.4
|
|
Selling, general and administrative expenses
|
(9.7
|
)
|
|
32.6
|
|
|
34.6
|
|
|||
Total stock compensation expense (credit)
|
$
|
(10.6
|
)
|
|
$
|
34.9
|
|
|
$
|
37.0
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest expense
|
$
|
71.9
|
|
|
$
|
78.8
|
|
|
$
|
77.7
|
|
Interest income
|
(13.5
|
)
|
|
(20.8
|
)
|
|
(20.1
|
)
|
|||
|
$
|
58.4
|
|
|
$
|
58.0
|
|
|
$
|
57.6
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Basic net income per share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
410.4
|
|
|
$
|
597.2
|
|
|
$
|
522.1
|
|
Weighted average number of common shares outstanding
|
93.4
|
|
|
97.3
|
|
|
97.1
|
|
|||
Basic net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
4.39
|
|
|
$
|
6.14
|
|
|
$
|
5.38
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
410.4
|
|
|
$
|
597.2
|
|
|
$
|
522.1
|
|
Weighted average number of common shares outstanding
|
93.4
|
|
|
97.3
|
|
|
97.1
|
|
|||
Dilutive stock options, SSARs, performance share awards and restricted stock awards
|
0.3
|
|
|
0.8
|
|
|
1.0
|
|
|||
Weighted average assumed conversion of contingently convertible senior subordinated notes
|
0.5
|
|
|
1.3
|
|
|
0.5
|
|
|||
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share
|
94.2
|
|
|
99.4
|
|
|
98.6
|
|
|||
Diluted net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
4.36
|
|
|
$
|
6.01
|
|
|
$
|
5.30
|
|
|
AGCO Corporation and Subsidiaries
|
|
Noncontrolling
Interests
|
||||||||||||
|
2014
|
|
2014
|
||||||||||||
|
Before-tax
Amount
|
|
Income
Taxes
|
|
After-tax
Amount
|
|
After-tax
Amount
|
||||||||
Defined benefit pension plans
|
$
|
(62.1
|
)
|
|
$
|
15.2
|
|
|
$
|
(46.9
|
)
|
|
$
|
—
|
|
Net gain on derivatives
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(349.0
|
)
|
|
—
|
|
|
(349.0
|
)
|
|
(0.3
|
)
|
||||
Total components of other comprehensive loss
|
$
|
(411.0
|
)
|
|
$
|
15.2
|
|
|
$
|
(395.8
|
)
|
|
$
|
(0.3
|
)
|
|
AGCO Corporation and Subsidiaries
|
|
Noncontrolling
Interests
|
||||||||||||
|
2013
|
|
2013
|
||||||||||||
|
Before-tax
Amount
|
|
Income
Taxes
|
|
After-tax
Amount
|
|
After-tax
Amount
|
||||||||
Defined benefit pension plans
|
$
|
75.8
|
|
|
$
|
(19.3
|
)
|
|
$
|
56.5
|
|
|
$
|
—
|
|
Net loss on derivatives
|
(1.4
|
)
|
|
0.5
|
|
|
(0.9
|
)
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
|
(0.3
|
)
|
||||
Total components of other comprehensive loss
|
$
|
(12.5
|
)
|
|
$
|
(18.8
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
(0.3
|
)
|
|
AGCO Corporation and Subsidiaries
|
|
Noncontrolling
Interests
|
||||||||||||
|
2012
|
|
2012
|
||||||||||||
|
Before-tax
Amount
|
|
Income
Taxes
|
|
After-tax
Amount
|
|
After-tax
Amount
|
||||||||
Defined benefit pension plans
|
$
|
(32.5
|
)
|
|
$
|
9.8
|
|
|
$
|
(22.7
|
)
|
|
$
|
—
|
|
Net gain on derivatives
|
6.5
|
|
|
(1.5
|
)
|
|
5.0
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(61.1
|
)
|
|
—
|
|
|
(61.1
|
)
|
|
(1.6
|
)
|
||||
Total components of other comprehensive loss
|
$
|
(87.1
|
)
|
|
$
|
8.3
|
|
|
$
|
(78.8
|
)
|
|
$
|
(1.6
|
)
|
Intangible Asset
|
|
Amount
|
|
Weighted-Average
Useful Life
|
|||
Customer relationships
|
|
$
|
28.0
|
|
|
15
|
years
|
Technology
|
|
11.3
|
|
|
15
|
years
|
|
Trademarks
|
|
7.0
|
|
|
16
|
years
|
|
|
|
$
|
46.3
|
|
|
|
|
|
2014
|
|
2013
|
||||
Finance joint ventures
|
$
|
389.0
|
|
|
$
|
390.2
|
|
Manufacturing joint ventures
|
19.6
|
|
|
16.1
|
|
||
Other affiliates
|
15.5
|
|
|
9.8
|
|
||
|
$
|
424.1
|
|
|
$
|
416.1
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Finance joint ventures
|
$
|
48.8
|
|
|
$
|
48.8
|
|
|
$
|
48.6
|
|
Manufacturing and other joint ventures
|
4.1
|
|
|
(0.6
|
)
|
|
4.9
|
|
|||
|
$
|
52.9
|
|
|
$
|
48.2
|
|
|
$
|
53.5
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
383.4
|
|
|
$
|
389.2
|
|
|
$
|
377.8
|
|
Costs
|
234.7
|
|
|
239.4
|
|
|
226.5
|
|
|||
Income before income taxes
|
$
|
148.7
|
|
|
$
|
149.8
|
|
|
$
|
151.3
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
63.5
|
|
|
$
|
133.1
|
|
|
$
|
98.0
|
|
Foreign
|
475.5
|
|
|
669.5
|
|
|
502.8
|
|
|||
Income before income taxes and equity in net earnings of affiliates
|
$
|
539.0
|
|
|
$
|
802.6
|
|
|
$
|
600.8
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
United States:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
12.6
|
|
|
$
|
9.2
|
|
|
$
|
(5.5
|
)
|
State
|
2.8
|
|
|
9.9
|
|
|
2.8
|
|
|||
Foreign
|
168.7
|
|
|
217.7
|
|
|
177.0
|
|
|||
|
184.1
|
|
|
236.8
|
|
|
174.3
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
United States:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(0.4
|
)
|
|
30.2
|
|
|
(27.0
|
)
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
4.0
|
|
|
(8.5
|
)
|
|
(9.4
|
)
|
|||
|
3.6
|
|
|
21.7
|
|
|
(36.4
|
)
|
|||
|
$
|
187.7
|
|
|
$
|
258.5
|
|
|
$
|
137.9
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Provision for income taxes at United States federal statutory rate of 35%
|
$
|
188.7
|
|
|
$
|
280.9
|
|
|
$
|
210.3
|
|
State and local income taxes, net of federal income tax benefit
|
2.6
|
|
|
5.6
|
|
|
3.9
|
|
|||
Taxes on foreign income which differ from the United States statutory rate
|
(33.4
|
)
|
|
(34.7
|
)
|
|
(19.8
|
)
|
|||
Tax effect of permanent differences
|
(10.3
|
)
|
|
(7.6
|
)
|
|
11.5
|
|
|||
Change in valuation allowance
|
22.8
|
|
|
9.3
|
|
|
(64.3
|
)
|
|||
Change in tax contingency reserves
|
25.2
|
|
|
25.7
|
|
|
20.8
|
|
|||
Research and development tax credits
|
(7.1
|
)
|
|
(19.9
|
)
|
|
(26.3
|
)
|
|||
Other
|
(0.8
|
)
|
|
(0.8
|
)
|
|
1.8
|
|
|||
|
$
|
187.7
|
|
|
$
|
258.5
|
|
|
$
|
137.9
|
|
|
2014
|
|
2013
|
||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Net operating loss carryforwards
|
$
|
75.7
|
|
|
$
|
69.7
|
|
Sales incentive discounts
|
85.5
|
|
|
68.7
|
|
||
Inventory valuation reserves
|
33.9
|
|
|
29.4
|
|
||
Pensions and postretirement health care benefits
|
76.7
|
|
|
69.7
|
|
||
Warranty and other reserves
|
104.8
|
|
|
108.5
|
|
||
Research and development tax credits
|
—
|
|
|
13.2
|
|
||
Other
|
53.4
|
|
|
64.0
|
|
||
Total gross deferred tax assets
|
430.0
|
|
|
423.2
|
|
||
Valuation allowance
|
(93.3
|
)
|
|
(77.2
|
)
|
||
Total net deferred tax assets
|
336.7
|
|
|
346.0
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Tax over book depreciation and amortization
|
311.0
|
|
|
314.7
|
|
||
Other
|
21.5
|
|
|
21.6
|
|
||
Total deferred tax liabilities
|
332.5
|
|
|
336.3
|
|
||
Net deferred tax assets
|
$
|
4.2
|
|
|
$
|
9.7
|
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||
Deferred tax assets - current
|
$
|
217.2
|
|
|
$
|
241.2
|
|
Deferred tax assets - noncurrent
|
25.8
|
|
|
24.4
|
|
||
Other current liabilities
|
—
|
|
|
(4.7
|
)
|
||
Deferred tax liabilities - noncurrent
|
(238.8
|
)
|
|
(251.2
|
)
|
||
|
$
|
4.2
|
|
|
$
|
9.7
|
|
|
2014
|
|
2013
|
||||
Gross unrecognized income tax benefits
|
$
|
122.2
|
|
|
$
|
94.5
|
|
Additions for tax positions of the current year
|
21.8
|
|
|
34.7
|
|
||
Additions for tax positions of prior years
|
11.0
|
|
|
3.6
|
|
||
Additions for tax positions related to acquisitions
|
(0.6
|
)
|
|
—
|
|
||
Reductions for tax positions of prior years for:
|
|
|
|
|
|
||
Changes in judgments
|
(2.2
|
)
|
|
(9.0
|
)
|
||
Settlements during the period
|
(1.9
|
)
|
|
—
|
|
||
Lapses of applicable statute of limitations
|
(5.4
|
)
|
|
(3.6
|
)
|
||
Foreign currency translation
|
(14.3
|
)
|
|
2.0
|
|
||
Gross unrecognized income tax benefits
|
$
|
130.6
|
|
|
$
|
122.2
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
4½% Senior term loan due 2016
|
$
|
242.0
|
|
|
$
|
275.0
|
|
Credit facility, expires 2019
|
404.4
|
|
|
360.0
|
|
||
5
7
/
8
% Senior notes due 2021
|
300.0
|
|
|
300.0
|
|
||
Other long-term debt
|
145.5
|
|
|
114.0
|
|
||
1
1
/
4
% Convertible senior subordinated notes due 2036
|
—
|
|
|
201.2
|
|
||
|
1,091.9
|
|
|
1,250.2
|
|
||
Less: Current portion of long-term debt
|
(94.3
|
)
|
|
(110.5
|
)
|
||
1
1
/
4
% Convertible senior subordinated notes due 2036
|
—
|
|
|
(201.2
|
)
|
||
Total indebtedness, less current portion
|
$
|
997.6
|
|
|
$
|
938.5
|
|
2016
|
$
|
268.0
|
|
2017
|
24.5
|
|
|
2018
|
4.8
|
|
|
2019
|
384.9
|
|
|
Thereafter
|
315.4
|
|
|
|
$
|
997.6
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
1¼% Convertible senior subordinated notes:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
$
|
0.9
|
|
|
$
|
11.7
|
|
|
$
|
11.2
|
|
Pension benefits
|
|
2014
(1)
|
|
2013
|
|
2012
|
||||||
Service cost
|
|
$
|
16.8
|
|
|
$
|
18.0
|
|
|
$
|
17.2
|
|
Interest cost
|
|
37.3
|
|
|
35.4
|
|
|
39.6
|
|
|||
Expected return on plan assets
|
|
(44.5
|
)
|
|
(37.6
|
)
|
|
(36.3
|
)
|
|||
Amortization of net actuarial loss
|
|
9.5
|
|
|
14.0
|
|
|
9.8
|
|
|||
Amortization of prior service cost
|
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|||
Settlement loss
|
|
0.4
|
|
|
0.1
|
|
|
0.2
|
|
|||
Curtailment gain
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|||
Special termination benefits
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||
Net annual pension cost
|
|
$
|
21.0
|
|
|
$
|
30.7
|
|
|
$
|
31.3
|
|
|
2014
|
|
2013
|
|
2012
|
|||
All plans:
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
4.4
|
%
|
|
4.3
|
%
|
|
5.0
|
%
|
Weighted average expected long-term rate of return on plan assets
|
6.9
|
%
|
|
6.8
|
%
|
|
7.0
|
%
|
Rate of increase in future compensation
|
2.5-5.0%
|
|
|
2.5-5.0%
|
|
|
2.5-5.0%
|
|
U.S.-based plans:
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
4.75
|
%
|
|
3.85
|
%
|
|
4.6
|
%
|
Weighted average expected long-term rate of return on plan assets
(1)
|
7.0
|
%
|
|
7.0
|
%
|
|
7.75
|
%
|
Rate of increase in future compensation
(2)
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
Postretirement benefits
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
1.6
|
|
|
1.7
|
|
|
1.5
|
|
|||
Amortization of prior service cost (credit)
|
|
0.2
|
|
|
0.2
|
|
|
(0.2
|
)
|
|||
Amortization of net actuarial loss
|
|
0.1
|
|
|
0.5
|
|
|
0.4
|
|
|||
Other
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Net annual postretirement benefit cost
|
|
$
|
2.2
|
|
|
$
|
2.5
|
|
|
$
|
1.8
|
|
Weighted average discount rate
|
|
5.3
|
%
|
|
4.7
|
%
|
|
4.8
|
%
|
|
|
Pension and ENPP
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
Change in benefit obligation
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
888.2
|
|
|
$
|
881.9
|
|
|
$
|
30.3
|
|
|
$
|
37.0
|
|
Service cost
|
|
16.8
|
|
|
18.0
|
|
|
0.1
|
|
|
0.1
|
|
||||
Interest cost
|
|
37.3
|
|
|
35.4
|
|
|
1.6
|
|
|
1.7
|
|
||||
Plan participants’ contributions
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
109.6
|
|
|
(10.1
|
)
|
|
(0.7
|
)
|
|
(6.2
|
)
|
||||
Settlements
|
|
(4.2
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(55.9
|
)
|
|
(54.1
|
)
|
|
(1.6
|
)
|
|
(1.8
|
)
|
||||
Special termination benefits and other
|
|
1.3
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
|
(60.3
|
)
|
|
16.4
|
|
|
(0.3
|
)
|
|
(0.5
|
)
|
||||
Benefit obligation at end of year
|
|
$
|
926.8
|
|
|
$
|
888.2
|
|
|
$
|
29.6
|
|
|
$
|
30.3
|
|
|
||||||||||||||||
|
|
Pension and ENPP
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
|
|
||||||||||||||
Change in plan assets
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
660.7
|
|
|
$
|
576.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
73.7
|
|
|
81.3
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
43.4
|
|
|
42.2
|
|
|
1.6
|
|
|
1.8
|
|
||||
Plan participants’ contributions
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(55.9
|
)
|
|
(54.1
|
)
|
|
(1.6
|
)
|
|
(1.8
|
)
|
||||
Settlements
|
|
(4.2
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
|
(41.8
|
)
|
|
13.9
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
677.2
|
|
|
$
|
660.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
|
$
|
(249.6
|
)
|
|
$
|
(227.5
|
)
|
|
$
|
(29.6
|
)
|
|
$
|
(30.3
|
)
|
Unrecognized net actuarial loss
|
|
329.7
|
|
|
265.5
|
|
|
3.3
|
|
|
4.1
|
|
||||
Unrecognized prior service cost
|
|
3.2
|
|
|
4.6
|
|
|
3.7
|
|
|
3.9
|
|
||||
Accumulated other comprehensive loss
|
|
(332.9
|
)
|
|
(270.1
|
)
|
|
(7.0
|
)
|
|
(8.0
|
)
|
||||
Net amount recognized
|
|
$
|
(249.6
|
)
|
|
$
|
(227.5
|
)
|
|
$
|
(29.6
|
)
|
|
$
|
(30.3
|
)
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current liabilities
|
$
|
(3.3
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(1.8
|
)
|
Accrued expenses
|
(5.4
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
||||
Pensions and postretirement health care benefits (noncurrent)
|
(240.9
|
)
|
|
(217.9
|
)
|
|
(28.1
|
)
|
|
(28.5
|
)
|
||||
Net amount recognized
|
$
|
(249.6
|
)
|
|
$
|
(227.5
|
)
|
|
$
|
(29.6
|
)
|
|
$
|
(30.3
|
)
|
|
|
Before-Tax
Amount
|
|
Income
Tax
|
|
After-Tax
Amount
|
||||||
Accumulated other comprehensive loss as of December 31, 2012
|
|
$
|
(355.2
|
)
|
|
$
|
(92.3
|
)
|
|
$
|
(262.9
|
)
|
Net loss recognized due to settlement
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Net actuarial gain arising during the year
|
|
60.1
|
|
|
14.9
|
|
|
45.2
|
|
|||
Amortization of prior service cost
|
|
1.1
|
|
|
0.5
|
|
|
0.6
|
|
|||
Amortization of net actuarial loss
|
|
14.5
|
|
|
3.8
|
|
|
10.7
|
|
|||
Accumulated other comprehensive loss as of December 31, 2013
|
|
$
|
(279.4
|
)
|
|
$
|
(73.0
|
)
|
|
$
|
(206.4
|
)
|
Net loss recognized due to settlement
|
|
0.6
|
|
|
0.2
|
|
|
0.4
|
|
|||
Net gain recognized due to curtailment
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|||
Net actuarial loss arising during the year
|
|
(72.8
|
)
|
|
(18.0
|
)
|
|
(54.8
|
)
|
|||
Amortization of prior service cost
|
|
1.0
|
|
|
0.4
|
|
|
0.6
|
|
|||
Amortization of net actuarial loss
|
|
9.6
|
|
|
2.3
|
|
|
7.3
|
|
|||
Accumulated other comprehensive loss as of December 31, 2014
|
|
$
|
(341.5
|
)
|
|
$
|
(88.2
|
)
|
|
$
|
(253.3
|
)
|
|
2014
|
|
2013
|
||
All plans:
|
|
|
|
|
|
Weighted average discount rate
|
3.5
|
%
|
|
4.4
|
%
|
Rate of increase in future compensation
|
2.5-5.0%
|
|
|
2.5-5.0%
|
|
U.S.-based plans:
|
|
|
|
|
|
Weighted average discount rate
|
4.15
|
%
|
|
4.75
|
%
|
Rate of increase in future compensation
(1)
|
5.0
|
%
|
|
5.0
|
%
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on service and interest cost
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Effect on accumulated benefit obligation
|
$
|
3.8
|
|
|
$
|
(3.2
|
)
|
2015
|
$
|
54.9
|
|
2016
|
50.8
|
|
|
2017
|
52.5
|
|
|
2018
|
52.5
|
|
|
2019
|
53.0
|
|
|
2020 through 2024
|
286.4
|
|
|
|
$
|
550.1
|
|
2015
|
$
|
1.5
|
|
2016
|
1.6
|
|
|
2017
|
1.6
|
|
|
2018
|
1.7
|
|
|
2019
|
1.7
|
|
|
2020 through 2024
|
9.2
|
|
|
|
$
|
17.3
|
|
Asset Category
|
|
2014
|
|
2013
|
||
Large and small cap domestic equity securities
|
|
28
|
%
|
|
48
|
%
|
International equity securities
|
|
10
|
%
|
|
16
|
%
|
Domestic fixed income securities
|
|
42
|
%
|
|
16
|
%
|
Other investments
|
|
20
|
%
|
|
20
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Asset Category
|
|
2014
|
|
2013
|
||
Equity securities
|
|
42
|
%
|
|
45
|
%
|
Fixed income securities
|
|
38
|
%
|
|
30
|
%
|
Other investments
|
|
20
|
%
|
|
25
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global equities
|
$
|
135.9
|
|
|
$
|
135.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-U.S. equities
|
4.3
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
||||
U.K. equities
|
122.8
|
|
|
122.8
|
|
|
—
|
|
|
—
|
|
||||
U.S. large cap equities
|
7.1
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
||||
U.S. small cap equities
|
4.5
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities
|
274.6
|
|
|
274.6
|
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregate fixed income
|
17.5
|
|
|
17.5
|
|
|
—
|
|
|
—
|
|
||||
International fixed income
|
230.5
|
|
|
230.5
|
|
|
—
|
|
|
—
|
|
||||
Total fixed income share
(1)
|
248.0
|
|
|
248.0
|
|
|
—
|
|
|
—
|
|
||||
Cash and equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
||||
Total cash and equivalents
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
||||
Alternative investments
(2)
|
124.3
|
|
|
—
|
|
|
—
|
|
|
124.3
|
|
||||
Miscellaneous funds
(3)
|
22.8
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
||||
Total assets
|
$
|
677.2
|
|
|
$
|
522.6
|
|
|
$
|
7.5
|
|
|
$
|
147.1
|
|
|
Total
|
|
Alternative
Investments
|
|
Miscellaneous
Funds
|
||||||
Beginning balance as of December 31, 2013
|
$
|
171.8
|
|
|
$
|
146.0
|
|
|
$
|
25.8
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|||
(a) Relating to assets still held at reporting date
|
6.3
|
|
|
5.1
|
|
|
1.2
|
|
|||
(b) Relating to assets sold during period
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|||
Purchases, sales and /or settlements
|
(22.6
|
)
|
|
(21.7
|
)
|
|
(0.9
|
)
|
|||
Foreign currency exchange rate changes
|
(10.7
|
)
|
|
(7.4
|
)
|
|
(3.3
|
)
|
|||
Ending balance as of December 31, 2014
|
$
|
147.1
|
|
|
$
|
124.3
|
|
|
$
|
22.8
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global equities
|
$
|
132.0
|
|
|
$
|
132.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-U.S. equities
|
6.7
|
|
|
6.7
|
|
|
—
|
|
|
—
|
|
||||
U.K. equities
|
132.0
|
|
|
132.0
|
|
|
—
|
|
|
—
|
|
||||
U.S. large cap equities
|
13.9
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
||||
U.S. small cap equities
|
6.2
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities
|
290.8
|
|
|
290.8
|
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregate fixed income
|
6.5
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
||||
International fixed income
|
180.8
|
|
|
180.8
|
|
|
—
|
|
|
—
|
|
||||
Total fixed income share
(1)
|
187.3
|
|
|
187.3
|
|
|
—
|
|
|
—
|
|
||||
Cash and equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
|
10.8
|
|
|
—
|
|
|
10.8
|
|
|
—
|
|
||||
Total cash and equivalents
|
10.8
|
|
|
—
|
|
|
10.8
|
|
|
—
|
|
||||
Alternative investments
(2)
|
146.0
|
|
|
—
|
|
|
—
|
|
|
146.0
|
|
||||
Miscellaneous funds
(3)
|
25.8
|
|
|
—
|
|
|
—
|
|
|
25.8
|
|
||||
Total assets
|
$
|
660.7
|
|
|
$
|
478.1
|
|
|
$
|
10.8
|
|
|
$
|
171.8
|
|
|
Total
|
|
Alternative
Investments
|
|
Miscellaneous
Funds
|
||||||
Beginning balance as of December 31, 2012
|
$
|
152.6
|
|
|
$
|
127.1
|
|
|
$
|
25.5
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|||
(a) Relating to assets still held at reporting date
|
15.4
|
|
|
15.1
|
|
|
0.3
|
|
|||
(b) Relating to assets sold during period
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|||
Purchases, sales and /or settlements
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
|||
Foreign currency exchange rate changes
|
3.0
|
|
|
3.2
|
|
|
(0.2
|
)
|
|||
Ending balance as of December 31, 2013
|
$
|
171.8
|
|
|
$
|
146.0
|
|
|
$
|
25.8
|
|
|
Defined Benefit Pension Plans
|
|
Cumulative Translation Adjustment
|
|
Deferred Net Gains (Losses) on Derivatives
|
|
Total
|
||||||||
Accumulated other comprehensive (loss) income, December 31, 2012
|
$
|
(262.9
|
)
|
|
$
|
(217.2
|
)
|
|
$
|
0.7
|
|
|
$
|
(479.4
|
)
|
Other comprehensive gain (loss) before reclassifications
|
45.2
|
|
|
(86.9
|
)
|
|
(1.4
|
)
|
|
(43.1
|
)
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
11.3
|
|
|
—
|
|
|
0.5
|
|
|
11.8
|
|
||||
Other comprehensive income (loss), net of reclassification adjustments
|
56.5
|
|
|
(86.9
|
)
|
|
(0.9
|
)
|
|
(31.3
|
)
|
||||
Accumulated other comprehensive loss, December 31, 2013
|
(206.4
|
)
|
|
(304.1
|
)
|
|
(0.2
|
)
|
|
(510.7
|
)
|
||||
Other comprehensive loss before reclassifications
|
(54.8
|
)
|
|
(349.0
|
)
|
|
(1.4
|
)
|
|
(405.2
|
)
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
7.9
|
|
|
—
|
|
|
1.5
|
|
|
9.4
|
|
||||
Other comprehensive (loss) income, net of reclassification adjustments
|
(46.9
|
)
|
|
(349.0
|
)
|
|
0.1
|
|
|
(395.8
|
)
|
||||
Accumulated other comprehensive loss, December 31, 2014
|
$
|
(253.3
|
)
|
|
$
|
(653.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(906.5
|
)
|
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, 2014
(1)
|
|
Year ended December 31, 2013
(1)
|
|
||||||
Net losses on cash flow hedges
|
|
$
|
1.4
|
|
|
$
|
0.7
|
|
|
Cost of goods sold
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
1.5
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
|
||||
Amortization of net actuarial loss
|
|
$
|
9.6
|
|
|
$
|
14.5
|
|
|
(2)
|
Amortization of prior service cost
|
|
1.0
|
|
|
1.1
|
|
|
(2)
|
||
Reclassification before tax
|
|
10.6
|
|
|
15.6
|
|
|
|
||
|
|
(2.7
|
)
|
|
(4.3
|
)
|
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
7.9
|
|
|
$
|
11.3
|
|
|
|
|
|
|
|
|
|
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
|
$
|
9.4
|
|
|
$
|
11.8
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted average grant-date fair value
|
|
$
|
53.87
|
|
|
$
|
51.51
|
|
|
$
|
52.11
|
|
|
|
Years Ended December 31,
|
|
||||
|
|
2014
|
|
2013
|
|
||
Shares earned at year-end
|
|
286,804
|
|
|
622,018
|
|
|
Shares withheld for taxes on the earned awards
|
|
113,334
|
|
|
226,721
|
|
|
Shares issued subsequent to year-end, net
|
|
173,470
|
|
|
395,297
|
|
(1)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted average grant-date fair value
|
$
|
13.11
|
|
|
$
|
21.10
|
|
|
$
|
22.50
|
|
Weighted average assumptions under Black-Scholes option model:
|
|
|
|
|
|
|
|
|
|||
Expected life of awards (years)
|
3.0
|
|
|
5.5
|
|
|
5.5
|
|
|||
Risk-free interest rate
|
0.9
|
%
|
|
0.9
|
%
|
|
0.8
|
%
|
|||
Expected volatility
|
35.7
|
%
|
|
50.3
|
%
|
|
51.0
|
%
|
|||
Expected dividend yield
|
0.8
|
%
|
|
0.8
|
%
|
|
—
|
|
SSARs outstanding at January 1
|
1,094,836
|
|
|
SSARs granted
|
301,400
|
|
|
SSARs exercised
|
(112,050
|
)
|
|
SSARs canceled or forfeited
|
(63,362
|
)
|
|
SSARs outstanding at December 31
|
1,220,824
|
|
|
SSAR price ranges per share:
|
|
|
|
Granted
|
$ 52.85 - 55.23
|
|
|
Exercised
|
21.45 - 52.94
|
|
|
Canceled or forfeited
|
21.45 - 56.98
|
|
|
Weighted average SSAR exercise prices per share:
|
|
|
|
Granted
|
$
|
55.20
|
|
Exercised
|
23.08
|
|
|
Canceled or forfeited
|
53.31
|
|
|
Outstanding at December 31
|
50.31
|
|
|
|
SSARs Outstanding
|
|
SSARs Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number of
Shares
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Weighted Average
Exercise Price
|
|
Exercisable as of December 31, 2014
|
|
Weighted Average
Exercise Price
|
||||||
$21.45 - $32.01
|
|
56,625
|
|
|
1.2
|
|
$
|
22.64
|
|
|
56,625
|
|
|
$
|
22.64
|
|
$33.65 - $43.39
|
|
125,525
|
|
|
2.1
|
|
$
|
33.88
|
|
|
124,800
|
|
|
$
|
33.82
|
|
$47.89 - $63.64
|
|
1,038,674
|
|
|
4.5
|
|
$
|
53.80
|
|
|
414,652
|
|
|
$
|
53.56
|
|
|
|
1,220,824
|
|
|
|
|
|
|
596,077
|
|
|
$
|
46.49
|
|
|
|
Before-Tax
Amount
|
|
Income
Tax
(1)
|
|
After-Tax
Amount
(1)
|
||||||
Accumulated derivative net losses as of December 31, 2011
|
|
$
|
(5.4
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(4.3
|
)
|
Net changes in fair value of derivatives
|
|
(2.0
|
)
|
|
1.1
|
|
|
(3.1
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
8.5
|
|
|
0.4
|
|
|
8.1
|
|
|||
Accumulated derivative net gains as of December 31, 2012
|
|
1.1
|
|
|
0.4
|
|
|
0.7
|
|
|||
Net changes in fair value of derivatives
|
|
(2.1
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
0.7
|
|
|
0.2
|
|
|
0.5
|
|
|||
Accumulated derivative net losses as of December 31, 2013
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Net changes in fair value of derivatives
|
|
(1.3
|
)
|
|
0.1
|
|
|
(1.4
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
1.4
|
|
|
(0.1
|
)
|
|
1.5
|
|
|||
Accumulated derivative net losses as of December 31, 2014
|
|
$
|
(0.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
Asset Derivatives as of December 31, 2014
|
|
|
Liability Derivatives as of December 31, 2014
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivative instruments designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency contracts
|
Other current assets
|
|
$
|
—
|
|
|
|
Other current liabilities
|
|
$
|
0.2
|
|
Derivative instruments not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
11.3
|
|
|
|
Other current liabilities
|
|
20.3
|
|
||
Total derivative instruments
|
|
|
$
|
11.3
|
|
|
|
|
|
$
|
20.5
|
|
|
Asset Derivatives as of December 31, 2013
|
|
|
Liability Derivatives as of December 31, 2013
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivative instruments designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency contracts
|
Other current assets
|
|
$
|
—
|
|
|
|
Other current liabilities
|
|
$
|
0.1
|
|
Derivative instruments not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
13.9
|
|
|
|
Other current liabilities
|
|
5.3
|
|
||
Total derivative instruments
|
|
|
$
|
13.9
|
|
|
|
|
|
$
|
5.4
|
|
|
Payments Due By Period
|
||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Interest payments related to indebtedness
(1)
|
$
|
35.0
|
|
|
$
|
24.8
|
|
|
$
|
19.2
|
|
|
$
|
18.2
|
|
|
$
|
40.5
|
|
|
$
|
29.6
|
|
|
$
|
167.3
|
|
Capital lease obligations
|
2.0
|
|
|
1.3
|
|
|
0.6
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||||||
Operating lease obligations
|
52.2
|
|
|
35.5
|
|
|
24.8
|
|
|
18.2
|
|
|
11.6
|
|
|
51.9
|
|
|
194.2
|
|
|||||||
Unconditional purchase obligations
(2)
|
100.2
|
|
|
16.9
|
|
|
8.1
|
|
|
5.6
|
|
|
0.1
|
|
|
—
|
|
|
130.9
|
|
|||||||
Other short-term and long-term obligations
(3)
|
107.8
|
|
|
34.2
|
|
|
40.9
|
|
|
52.5
|
|
|
44.0
|
|
|
123.4
|
|
|
402.8
|
|
|||||||
Total contractual cash obligations
|
$
|
297.2
|
|
|
$
|
112.7
|
|
|
$
|
93.6
|
|
|
$
|
94.6
|
|
|
$
|
96.2
|
|
|
$
|
204.9
|
|
|
$
|
899.2
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Guarantees
|
$
|
124.7
|
|
|
$
|
2.6
|
|
|
$
|
1.6
|
|
|
$
|
0.7
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
129.7
|
|
|
As of December 31, 2014
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
11.3
|
|
$
|
—
|
|
$
|
11.3
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
20.5
|
|
$
|
—
|
|
$
|
20.5
|
|
|
As of December 31, 2013
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
13.9
|
|
$
|
—
|
|
$
|
13.9
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
5.4
|
|
$
|
—
|
|
$
|
5.4
|
|
Years Ended December 31,
|
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/Pacific
|
|
Consolidated
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
|
$2,414.2
|
|
|
|
$1,663.4
|
|
|
|
$5,158.5
|
|
|
|
$487.6
|
|
|
|
$9,723.7
|
|
Income (loss) from operations
|
|
219.2
|
|
|
134.0
|
|
|
500.2
|
|
|
(11.5
|
)
|
|
841.9
|
|
|||||
Depreciation
|
|
60.1
|
|
|
26.5
|
|
|
138.7
|
|
|
14.1
|
|
|
239.4
|
|
|||||
Assets
|
|
1,026.9
|
|
|
719.8
|
|
|
2,036.0
|
|
|
353.8
|
|
|
4,136.5
|
|
|||||
Capital expenditures
|
|
70.9
|
|
|
45.6
|
|
|
136.3
|
|
|
48.7
|
|
|
301.5
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
|
$2,757.8
|
|
|
|
$2,039.7
|
|
|
|
$5,481.5
|
|
|
|
$507.9
|
|
|
|
$10,786.9
|
|
Income from operations
|
|
325.9
|
|
|
212.7
|
|
|
558.2
|
|
|
0.5
|
|
|
1,097.3
|
|
|||||
Depreciation
|
|
51.4
|
|
|
24.6
|
|
|
126.6
|
|
|
9.0
|
|
|
211.6
|
|
|||||
Assets
|
|
1,002.8
|
|
|
773.5
|
|
|
2,368.9
|
|
|
289.5
|
|
|
4,434.7
|
|
|||||
Capital expenditures
|
|
73.4
|
|
|
66.4
|
|
|
204.5
|
|
|
47.5
|
|
|
391.8
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
|
$2,584.4
|
|
|
|
$1,855.7
|
|
|
|
$5,073.7
|
|
|
|
$448.4
|
|
|
|
$9,962.2
|
|
Income from operations
|
|
259.9
|
|
|
161.6
|
|
|
474.9
|
|
|
10.2
|
|
|
906.6
|
|
|||||
Depreciation
|
|
41.5
|
|
|
22.7
|
|
|
107.0
|
|
|
9.4
|
|
|
180.6
|
|
|||||
Assets
|
|
907.4
|
|
|
674.9
|
|
|
2,114.2
|
|
|
295.8
|
|
|
3,992.3
|
|
|||||
Capital expenditures
|
|
64.0
|
|
|
48.3
|
|
|
211.6
|
|
|
16.6
|
|
|
340.5
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Segment income from operations
|
$
|
841.9
|
|
|
$
|
1,097.3
|
|
|
$
|
906.6
|
|
Corporate expenses
|
(117.7
|
)
|
|
(116.2
|
)
|
|
(107.1
|
)
|
|||
Stock compensation credit (expense)
|
9.7
|
|
|
(32.6
|
)
|
|
(34.6
|
)
|
|||
Restructuring and other infrequent expenses
|
(46.4
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment charge
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
|||
Amortization of intangibles
|
(41.0
|
)
|
|
(47.8
|
)
|
|
(49.3
|
)
|
|||
Consolidated income from operations
|
$
|
646.5
|
|
|
$
|
900.7
|
|
|
$
|
693.2
|
|
|
|
|
|
|
|
||||||
Segment assets
|
$
|
4,136.5
|
|
|
$
|
4,434.7
|
|
|
$
|
3,992.3
|
|
Cash and cash equivalents
|
363.7
|
|
|
1,047.2
|
|
|
781.3
|
|
|||
Receivables from affiliates
|
108.4
|
|
|
124.3
|
|
|
41.5
|
|
|||
Investments in affiliates
|
424.1
|
|
|
416.1
|
|
|
390.3
|
|
|||
Deferred tax assets, other current and noncurrent assets
|
616.6
|
|
|
672.2
|
|
|
716.9
|
|
|||
Intangible assets, net
|
553.8
|
|
|
565.6
|
|
|
607.1
|
|
|||
Goodwill
|
1,192.8
|
|
|
1,178.7
|
|
|
1,192.4
|
|
|||
Consolidated total assets
|
$
|
7,395.9
|
|
|
$
|
8,438.8
|
|
|
$
|
7,721.8
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
1,985.4
|
|
|
$
|
2,216.5
|
|
|
$
|
2,033.1
|
|
Canada
|
333.9
|
|
|
419.4
|
|
|
415.9
|
|
|||
Germany
|
1,240.0
|
|
|
1,301.0
|
|
|
1,114.4
|
|
|||
France
|
828.4
|
|
|
1,136.8
|
|
|
944.3
|
|
|||
United Kingdom and Ireland
|
490.8
|
|
|
471.8
|
|
|
481.0
|
|
|||
Finland and Scandinavia
|
808.4
|
|
|
828.5
|
|
|
790.2
|
|
|||
Other Europe
|
1,376.0
|
|
|
1,422.6
|
|
|
1,421.0
|
|
|||
South America
|
1,646.2
|
|
|
2,018.5
|
|
|
1,834.2
|
|
|||
Middle East and Africa
|
414.9
|
|
|
320.7
|
|
|
322.9
|
|
|||
Asia
|
253.6
|
|
|
293.1
|
|
|
232.4
|
|
|||
Australia and New Zealand
|
234.1
|
|
|
214.8
|
|
|
216.0
|
|
|||
Mexico, Central America and Caribbean
|
112.0
|
|
|
143.2
|
|
|
156.8
|
|
|||
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
$
|
9,962.2
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales:
|
|
|
|
|
|
|
|
|
|||
Tractors
|
$
|
5,566.8
|
|
|
$
|
6,491.1
|
|
|
$
|
5,882.4
|
|
Replacement parts
|
1,390.1
|
|
|
1,349.1
|
|
|
1,286.7
|
|
|||
Other machinery
|
875.3
|
|
|
1,001.0
|
|
|
963.2
|
|
|||
Grain storage and protein production systems
|
851.0
|
|
|
771.9
|
|
|
728.5
|
|
|||
Combines
|
581.0
|
|
|
652.8
|
|
|
638.9
|
|
|||
Application equipment
|
459.5
|
|
|
521.0
|
|
|
462.5
|
|
|||
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
$
|
9,962.2
|
|
|
2014
|
|
2013
|
||||
United States
|
$
|
666.7
|
|
|
$
|
634.4
|
|
Finland
|
192.5
|
|
|
221.3
|
|
||
Germany
|
420.8
|
|
|
498.1
|
|
||
Brazil
|
204.1
|
|
|
218.4
|
|
||
Italy
|
101.8
|
|
|
117.6
|
|
||
China
|
138.7
|
|
|
112.3
|
|
||
France
|
83.2
|
|
|
87.3
|
|
||
Other
|
187.4
|
|
|
184.8
|
|
||
|
$
|
1,995.2
|
|
|
$
|
2,074.2
|
|
(a)
|
Securities Authorized for Issuance Under Equity Compensation Plans
|
(b)
|
Security Ownership of Certain Beneficial Owners and Management
|
Schedule
|
|
Description
|
Schedule II
|
|
Valuation and Qualifying Accounts
|
Exhibit
Number
|
|
Description of Exhibit
|
|
The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
|
3.1
|
|
Certificate of Incorporation
|
|
June 30, 2002, Form 10-Q, Exhibit 3.1
|
3.2
|
|
By-Laws
|
|
December 10, 2014, Form 8-K, Exhibit 3.1
|
4.1
|
|
Indenture dated as of December 5, 2011
|
|
December 6, 2011, Form 8-K, Exhibit 4.1
|
10.1
|
|
2006 Long-Term Incentive Plan*
|
|
January 22, 2015, Form 8-K, Exhibit 10.1
|
10.2
|
|
Form of Non-Qualified Stock Option Award Agreement*
|
|
March 31, 2006, Form 10-Q, Exhibit 10.2
|
10.3
|
|
Form of Incentive Stock Option Award Agreement*
|
|
March 31, 2006, Form 10-Q, Exhibit 10.3
|
10.4
|
|
Form of Stock Appreciation Rights Agreement*
|
|
March 31, 2006, Form 10-Q, Exhibit 10.4
|
10.5
|
|
Form of Restricted Stock Units Agreement*
|
|
January 22, 2015, Form 8-K, Exhibit 10.2
|
10.6
|
|
Form of Performance Share Award*
|
|
March 31, 2006, Form 10-Q, Exhibit 10.6
|
10.7
|
|
Management Incentive Plan*
|
|
June 30, 2008, Form 10-Q, Exhibit 10.4
|
10.8
|
|
Amended and Restated Executive Nonqualified Pension Plan*
|
|
December 31, 2011, Form 10-K, Exhibit 10.8
|
10.9
|
|
Employment and Severance Agreement with Martin Richenhagen*
|
|
December 31, 2009, Form 10-K, Exhibit 10.12
|
10.10
|
|
Employment and Severance Agreement with Andrew H. Beck*
|
|
March 31, 2010, Form 10-Q, Exhibit 10.2
|
10.11
|
|
Employment and Severance Agreement with André M. Carioba*
|
|
December 31, 2008, Form 10-K, Exhibit 10.15
|
10.12
|
|
Employment and Severance Agreement with Gary L. Collar*
|
|
June 30, 2008, Form 10-Q, Exhibit 10.6
|
10.13
|
|
Employment and Severance Agreement with Hans-Bernd Veltmaat*
|
|
December 31, 2009, Form 10-K, Exhibit 10.17
|
Exhibit
Number
|
|
Description of Exhibit
|
|
The Filings Referenced for
Incorporation by References are
AGCO Corporation
|
10.14
|
|
Credit Agreement dated as of May 2, 2011
|
|
June 30, 2011, Form 10-Q, Exhibit 10.1
|
10.15
|
|
Debt Agreement dated December 18, 2014
|
|
Filed herewith
|
10.16
|
|
Amended and Restated Credit Agreement dated as of June 30, 2014
|
|
June 30, 2014, Form 10-Q, Exhibit 10.1
|
10.17
|
|
U.S. Receivables Purchase Agreement, dated December 22, 2009
|
|
December 23, 2009, Form 8-K, Exhibit 10.1; June 30, 2013, Form 10-Q, Exhibit 10.1
|
10.18
|
|
Canadian Receivables Purchase Agreement, dated December 22, 2009
|
|
December 23, 2009, Form 8-K, Exhibit 10.2; June 30, 2013, Form 10-Q, Exhibit 10.2
|
10.19
|
|
European Receivables Transfer Agreement, dated October 13, 2006
|
|
September 30, 2006, Form 10-Q, Exhibit 10.1; December 31, 2009, Form 10K, Exhibit 10.21; June 30, 2010, Form 10-Q, Exhibit 10.1
|
10.20
|
|
French Receivables Purchase Agreement, dated February 19, 2010
|
|
December 31, 2009, Form 10-K, Exhibit 10.22
|
10.21
|
|
Letter Agreement, dated August 29, 2014, between AGCO Corporation and Tractors and Farm Equipment Limited
|
|
September 4, 2014, Form 8-K, Exhibit 10.1
|
10.22
|
|
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
|
10.23
|
|
Letter Agreement, dated August 3, 2007, between AGCO Corporation and Tractors and Farm Equipment Limited
|
|
September 4, 2014, Form 8-K, Exhibit 10.3
|
10.24
|
|
Consultancy Agreement, dated December 8, 2014, between AGCO Do Brasil Com
é
rcio E Industria Ltda and André Carioba
|
|
December 10, 2014, Form 8-K, Exhibit 10.1
|
10.25
|
|
Current Director Compensation
|
|
Filed herewith
|
21.1
|
|
Subsidiaries of the Registrant
|
|
Filed herewith
|
23.1
|
|
Consent of KPMG LLP
|
|
Filed herewith
|
24.1
|
|
Powers of Attorney
|
|
Filed herewith
|
31.1
|
|
Certification of Martin Richenhagen
|
|
Filed herewith
|
31.2
|
|
Certification of Andrew H. Beck
|
|
Filed herewith
|
32.1
|
|
Certification of Martin Richenhagen and Andrew H. Beck
|
|
Filed herewith
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
Filed herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
Filed herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
Filed herewith
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
Filed herewith
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
Filed herewith
|
|
|
AGCO Corporation
|
|
|
|
|
|
|
|
By:
|
/s/ MARTIN RICHENHAGEN
|
|
|
|
Martin Richenhagen
|
|
|
|
Chairman of the Board, President
and Chief Executive Officer
|
Dated:
|
February 27, 2015
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ MARTIN RICHENHAGEN
|
|
Chairman of the Board, President and Chief
Executive Officer
|
|
February 27, 2015
|
|
Martin Richenhagen
|
|
|
|
|
|
/s/ ANDREW H. BECK
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
February 27, 2015
|
|
Andrew H. Beck
|
|
|
|
|
|
/s/ ROY V. ARMES *
|
|
Director
|
|
February 27, 2015
|
|
Roy V. Armes
|
|
|
|
|
|
/s/ MICHAEL C. ARNOLD *
|
|
Director
|
|
February 27, 2015
|
|
Michael C. Arnold
|
|
|
|
|
|
/s/ P. GEORGE BENSON *
|
|
Director
|
|
February 27, 2015
|
|
P. George Benson
|
|
|
|
|
|
/s/ WOLFGANG DEML *
|
|
Director
|
|
February 27, 2015
|
|
Wolfgang Deml
|
|
|
|
|
|
/s/ LUIZ F. FURLAN *
|
|
Director
|
|
February 27, 2015
|
|
Luiz F. Furlan
|
|
|
|
|
|
/s/ GEORGE E. MINNICH *
|
|
Director
|
|
February 27, 2015
|
|
George E. Minnich
|
|
|
|
|
|
/s/ GERALD L. SHAHEEN *
|
|
Director
|
|
February 27, 2015
|
|
Gerald L. Shaheen
|
|
|
|
|
|
/s/ MALLIKA SRINIVASAN *
|
|
Director
|
|
February 27, 2015
|
|
Mallika Srinivasan
|
|
|
|
|
|
/s/ HENDRIKUS VISSER *
|
|
Director
|
|
February 27, 2015
|
|
Hendrikus Visser
|
|
|
|
|
|
|
|
|
|
|
*By:
|
/s/ ANDREW H. BECK
|
|
|
|
February 27, 2015
|
|
Andrew H. Beck
|
|
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Acquired
Businesses
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Foreign
Currency
Translation
|
|
Balance at
End of Period
(1)
|
||||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for sales incentive discounts
|
|
$
|
236.6
|
|
|
$
|
—
|
|
|
$
|
300.7
|
|
|
$
|
(282.3
|
)
|
|
$
|
—
|
|
|
$
|
255.0
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for sales incentive discounts
|
|
$
|
165.2
|
|
|
$
|
—
|
|
|
$
|
374.6
|
|
|
$
|
(303.2
|
)
|
|
$
|
—
|
|
|
$
|
236.6
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for sales incentive discounts
|
|
$
|
103.5
|
|
|
$
|
—
|
|
|
$
|
330.8
|
|
|
$
|
(269.1
|
)
|
|
$
|
—
|
|
|
$
|
165.2
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Acquired
Businesses
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Foreign
Currency
Translation
|
|
Balance at
End of Period
|
||||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for doubtful accounts
|
|
$
|
34.9
|
|
|
$
|
0.5
|
|
|
$
|
1.7
|
|
|
$
|
(1.2
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
32.1
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for doubtful accounts
|
|
$
|
38.1
|
|
|
$
|
—
|
|
|
$
|
3.2
|
|
|
$
|
(5.0
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
34.9
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for doubtful accounts
|
|
$
|
36.9
|
|
|
$
|
0.4
|
|
|
$
|
5.4
|
|
|
$
|
(4.8
|
)
|
|
$
|
0.2
|
|
|
$
|
38.1
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Reversal of
Accrual
|
|
Deductions
|
|
Foreign
Currency
Translation
|
|
Balance at
End of Period
|
||||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accruals of severance, relocation and other integration costs
|
|
$
|
—
|
|
|
$
|
44.4
|
|
|
$
|
—
|
|
|
$
|
(18.8
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
25.4
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accruals of severance, relocation and other integration costs
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accruals of severance, relocation and other integration costs
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Acquired
Businesses
|
|
Charged
(Credited) to
Costs and
Expenses
|
|
Deductions
|
|
Foreign
Currency
Translation
|
|
Balance at
End of Period
|
||||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax valuation allowance
|
|
$
|
77.2
|
|
|
$
|
—
|
|
|
$
|
22.8
|
|
|
$
|
—
|
|
|
$
|
(6.7
|
)
|
|
$
|
93.3
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax valuation allowance
|
|
$
|
74.5
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
(2.8
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
77.2
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax valuation allowance
|
|
$
|
145.8
|
|
|
$
|
0.2
|
|
|
$
|
(64.3
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
74.5
|
|
|
FI N° 31.593 (DE)
|
Serapis N° 2011 0159
|
The European Investment Bank, having its seat at 98-100 blvd Konrad Adenauer, Luxembourg L-2950, Luxembourg, represented by Ms Elina Kamenitzer, Head of Division, and Ms Wiebke Jardet, Head of Division,
|
(the ‘‘
Bank
’’)
|
AGCO International Holdings B.V., a private company with limited liability (
besloten vennootschap met beperkte aansprakelijkheid
) incorporated under the laws of The Netherlands having its registered office at Horsterweg 66a, 5971NG Grubbenvorst, The Netherlands and registered with the trade register of the commercial register of the Chamber of Commerce in The Netherlands under number 12067080, represented by Mr Paul Huijsmans, Authorized Representative, and Mr Gary Rollinson, Authorized Representative,
|
(the ‘‘
Borrower
’’)
|
(1)
|
AGCO Corporation, a company organised under the laws of Delaware, United States of America (the
“Guarantor”
), has stated that its group is undertaking an investment programme in Germany, Finland and France concerning the research and development related to agricultural tractors and engines in the period 2015-2018 (the “
Project
”), as more particularly described in the technical description set out in Schedule A (the “
Technical Description
”).
|
(2)
|
The Guarantor holds, indirectly through Massey Ferguson Corp., a company incorporated in the State of Delaware, United States of America, 100% (one hundred per cent) of the Borrower’s issued share capital and voting rights.
|
(3)
|
The total cost of the Project, as estimated by the Bank, is approximately EUR 408,900,000 (four hundred and eight million and nine hundred thousand euros), to be partly financed by the Guarantor’s own funds and other external funds available to the group.
|
(4)
|
In order to fulfil the financing plan described in Recital (3), the Borrower has requested from the Bank a credit equivalent to EUR 200,000,000 (two hundred million euros) for the financing of the Project.
|
(5)
|
The financial obligations of the Borrower under this finance contract (the “
Contract
”) are to be guaranteed by the Guarantor under a guarantee and indemnity (the
“Guarantee”
) by execution of a deed of guarantee and indemnity and project implementation agreement in the form attached to this Contract as Schedule D (the
“Guarantee Agreement”
).
|
(6)
|
The Guarantor shall comply with the provisions of the Guarantee Agreement at all times.
|
(7)
|
The Guarantor’s shares are listed on the New York Stock Exchange. As of the date of this Contract, the Guarantor has issued around 90 million shares.
|
(8)
|
The Bank, considering that the financing of the Project falls within the scope of its functions, and having regard to the statements and facts cited in these Recitals, has decided to give effect to the Borrower’s request providing to it a credit in an amount equivalent to EUR 200,000,000 (two hundred million euros) under this Contract; provided that the amount of the Bank’s loan shall not, in any case, exceed 50% (fifty per cent) of the total cost of the Project set out in Recital (3).
|
(9)
|
The board of managing directors and the sole shareholder of the Borrower have authorised the borrowing of the sum equivalent to EUR 200,000,000 (two hundred million euros) represented by this credit on the terms and conditions set out in this Contract; copies of such authorisations are set out in Annex I. It has been duly certified to the Bank by the Borrower that such borrowing is within the corporate powers of the Borrower.
|
(10)
|
The Statute of the Bank provides that the Bank shall ensure that its funds are used as rationally as possible in the interests of the European Union. Accordingly, the terms and conditions of the Bank's loan operations must be consistent with relevant EU policies.
|
(11)
|
The Bank considers that access to information plays an essential role in the reduction of environmental and social risks, including human rights violations, linked to the projects it finances. The Bank has therefore established its transparency policy, the purpose of which is to enhance the accountability of the Bank’s group towards its stakeholders and the EU citizens in general, by giving access to information that will enable them to understand its governance, strategy, policies, activities and practices.
|
(12)
|
The processing of personal data shall be carried out by the Bank in accordance with applicable European Union legislation on the protection of individuals with regard to the processing of personal data by the EU institutions and bodies and on the free movement of such data.
|
(13)
|
Under current law, the Bank is exempt from withholding under FATCA pursuant to the Intergovernmental Agreement entered into between Luxembourg and the United States on 28 March 2014 implementing the Foreign Account Tax Compliance provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010.
|
(a)
|
Interpretation
|
(i)
|
References in this Contract to Articles, Recitals, Schedules and Annexes are, save if explicitly stipulated otherwise, references respectively to articles of, and recitals, schedules and annexes to this Contract.
|
(ii)
|
References in this Contract to a provision of law are references to such provision as amended or re-enacted.
|
(iii)
|
References in this Contract to any other agreement or instrument are references to such other agreement or instrument as amended, novated, supplemented, extended or restated.
|
(b)
|
Definitions
|
(a)
|
16h00 Luxembourg time on the day of delivery, if the notice is delivered by 14h00 Luxembourg time on a Business Day; or
|
(b)
|
11h00 Luxembourg time on the next following day which is a Business Day, if the notice is delivered after 14h00 Luxembourg time on any such day or is delivered on a day which is not a Business Day.
|
(a)
|
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with this Contract; or
|
(b)
|
the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Bank or the Borrower, preventing that party from:
|
(i)
|
performing its payment obligations under this Contract; or
|
(ii)
|
communicating with other parties,
|
(a)
|
Sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
|
(b)
|
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
|
(c)
|
any agreement pursuant to the implementation of paragraphs (a) or (b) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.
|
(a)
|
there are, in the reasonable opinion of the Bank, events or circumstances adversely affecting the Bank’s access to its sources of funding;
|
(b)
|
in the opinion of the Bank, funds are not available from its ordinary sources of funding in order to adequately fund a Tranche in the relevant currency and/or for the relevant maturity and/or in relation to the reimbursement profile of such Tranche;
|
(c)
|
in relation to a Tranche in respect of which interest is or would be payable at Floating Rate:
|
(A)
|
the cost to the Bank of obtaining funds from its sources of funding, as determined by the Bank, for a period equal to the Floating Rate Reference Period of such Tranche (i.e. in the money market) would be in excess of the applicable Relevant Interbank Rate; or
|
(B)
|
the Bank determines that adequate and fair means do not exist for ascertaining the applicable Relevant Interbank Rate for the relevant currency of such Tranche or it is not possible to determine the Relevant Interbank Rate in accordance with the definition contained in Schedule B.
|
(a)
|
the ability of the Borrower or the Guarantor to perform their obligations under this Contract or the Guarantee Agreement to which it is a party;
|
(b)
|
the business, operations, property, condition (financial or otherwise) or liabilities of the Group as a whole; or
|
(c)
|
the validity or enforceability of, or the effectiveness or ranking of, or the value of any security granted to or procured for the Bank, or the rights or remedies of the Bank under this Contract or the Guarantee Agreement.
|
(a)
|
the Guarantor’s and its other Subsidiaries’ proportionate share of the total assets, in the aggregate (after intercompany eliminations), of such Subsidiary (and its Subsidiaries) exceeds ten percent (10%) of the total assets of the Guarantor and its Subsidiaries Consolidated as of the end of the most recently completed Fiscal Quarter; or
|
(b)
|
the Guarantor’s and its other Subsidiaries’ equity in the income from continuing operations, in the aggregate, before income taxes, extraordinary items and cumulative effect of a change in accounting principles of such Subsidiary (and its Subsidiaries) exceeds ten percent (10%) of such income of the Guarantor and its Subsidiaries Consolidated for the most recently completed Fiscal Year; and
|
(a)
|
for a Fixed Rate Tranche, the following Relevant Business Day, without adjustment to the interest due under Article 3.01 except for those cases where repayment is made in a single instalment according to Article 4.01B, when the preceding Relevant Business Day shall apply instead to this single instalment and to the final interest payment and only in this case, with adjustment to the interest due under Article 3.01; and
|
(b)
|
for a Floating Rate Tranche, the next day, if any, of that calendar month that is a Relevant Business Day or, failing that, the nearest preceding day that is a Relevant Business Day, in all cases with corresponding adjustment to the interest due under Article 3.01.
|
(a)
|
Liens incurred in the ordinary course of business which do not secure Indebtedness or Hedging Obligations and which do not materially impair the value of, or materially interfere with the use of, in the ordinary course of business of the Guarantor and its Subsidiaries, the property affected and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Guarantor or such Subsidiaries affected thereby individually or of the Guarantor and its Subsidiaries on a Consolidated basis;
|
(b)
|
Liens existing on the property of a Person immediately prior to it being acquired by the Guarantor or any of its Subsidiaries, or any Lien existing on any property acquired by the Guarantor or any of its Subsidiaries at the time such property is so acquired; provided that (i) no such Lien shall secure Indebtedness or Hedging Obligations, (ii) no such Lien shall have been created or assumed in contemplation of such Person becoming a Subsidiary of the Guarantor or such acquisition of property, and (iii) each such Lien shall at all times be confined solely to the item or items of property so acquired and the proceeds thereof;
|
(c)
|
Liens and rights of set-off of banks existing solely with respect to cash, Cash Equivalents or investment property on deposit with such bank in one or more accounts maintained by the Guarantor or any Subsidiary, in each case granted in the ordinary course of business in favour of the bank or banks with which such accounts are maintained;
|
(d)
|
Liens on Receivables sold under any factoring arrangement permitted hereunder;
|
(e)
|
precautionary financing statements filed by lessors, or retained interests in leased equipment by lessors, with respect to equipment leases under which the Guarantor or a Subsidiary is lessee;
|
(f)
|
Liens arising in connection with Tax Incentive Transactions;
|
(g)
|
Liens securing Indebtedness permitted under Article 6.06D(e) of this Contract and Article 5.17(e) of the Guarantee Agreement (as applicable) arising in connection with New Market Tax Credit Transactions;
|
(h)
|
Liens securing reimbursement obligations with respect to letters of credit that encumber documents of title and/or property shipped under such letters of credit, to the extent incurred in the ordinary course of business;
|
(i)
|
mandatory Liens in favour of unsecured creditors attaching to proceeds from the sale of property in a foreclosure or similar proceeding imposed by law of any jurisdiction outside of the U.S. and which have not arisen to secure Indebtedness and do not in the aggregate materially detract from the value of such property or assets;
|
(j)
|
Liens on cash or deposits to secure Hedging Obligations entered into in the ordinary course of business to hedge risks or reduce costs with respect to interest rates, currency or commodity exposure, and not for speculative purposes; and
|
(k)
|
Liens granted by a Subsidiary (other than the Borrower) to the Guarantor or another Subsidiary securing Indebtedness of such Subsidiary (other than the Borrower) to the Guarantor or such other Subsidiary; and
|
(l)
|
any other Liens that secure Indebtedness or other obligations in a principal amount not in excess of 10% of the Guarantor’s Consolidated Net Tangible Assets.
|
(a)
|
the interest net of the Margin that would accrue thereafter on the Prepayment Amount over the period from the Prepayment Date to the Maturity Date, if it were not prepaid; over
|
(b)
|
the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.15% (fifteen basis points).
|
(a)
|
for EUR, a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system, which utilises a single shared platform and which was launched on 19 November 2007 (TARGET2), is open for the settlement of payments in EUR; and
|
(b)
|
for USD, a day on which banks are open for general business in New York.
|
(a)
|
EURIBOR for a Tranche denominated in EUR; and
|
(b)
|
LIBOR for a Tranche denominated in USD.
|
(c)
|
Dutch Terms
|
(a)
|
a necessary action to authorise, where applicable, includes without limitation:
|
(i)
|
any action required to comply with the Dutch Works Council Act (
Wet op de ondernemingsraden
); and
|
(ii)
|
obtaining unconditional positive advice (
advies
) from each competent works council;
|
(b)
|
a winding‑up, administration or dissolution includes a Dutch entity being:
|
(i)
|
declared bankrupt (
failliet verklaard
);
|
(ii)
|
dissolved (
ontbonden
);
|
(c)
|
a moratorium includes
surseance van betaling
and granted a moratorium includes
surseance verleend
;
|
(d)
|
a trustee in bankruptcy includes a
curator
;
|
(e)
|
an administrator includes a
bewindvoerder
;
|
(f)
|
a receiver or an administrative receiver does not include a
curator
or
bewindvoerder
; and
|
(g)
|
an attachment includes a
beslag
.
|
(a)
|
The Borrower may present to the Bank a Disbursement Request for the disbursement of a Tranche, such Disbursement Request to be received at the latest on the date falling 15 (fifteen) days before the Final Availability Date. The Disbursement Request shall be in the form set out in Schedule C.1 and shall specify:
|
(i)
|
the amount and currency of the Tranche;
|
(ii)
|
the preferred disbursement date for the Tranche; such preferred disbursement date must be a Relevant Business Day falling at least 15 (fifteen) days after the date of the Disbursement Request and, in any event, on or before the Final Availability Date, it being understood that, notwithstanding the Final Availability Date, the Bank may disburse the Tranche up to 4 (four) calendar months from the date of the Disbursement Request;
|
(iii)
|
whether the Tranche is a Fixed Rate Tranche or a Floating Rate Tranche, each pursuant to the relevant provisions of Article 3.01;
|
(iv)
|
the preferred interest payment periodicity for the Tranche, chosen in accordance with Article 3.01;
|
(v)
|
the preferred terms for repayment of principal for the Tranche, chosen in accordance with Article 4.01;
|
(vi)
|
the preferred first and last dates for repayment of principal for the Tranche; and
|
(vii)
|
the IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of the bank account to which disbursement of the Tranche should be made in accordance with Article 1.02D.
|
(b)
|
If the Bank, following a request by the Borrower, has provided the Borrower before the submission of the Disbursement Request with a non‑binding fixed interest rate or spread quotation to be applicable to the Tranche, the Borrower may also, at its discretion, specify in the Disbursement Request such quotation, that is to say:
|
(i)
|
in the case of a Fixed Rate Tranche, the aforementioned fixed interest rate previously quoted by the Bank; or
|
(ii)
|
in the case of a Floating Rate Tranche, the aforementioned spread previously quoted by the Bank,
|
(c)
|
Each Disbursement Request shall be accompanied by evidence of the authority of the person or persons authorised to sign it and the specimen signature of such person or persons.
|
(d)
|
Subject to Article 1.02C(b), each Disbursement Request is irrevocable.
|
(a)
|
Not less than 10 (ten) days before the proposed Scheduled Disbursement Date of a Tranche the Bank shall, if the Disbursement Request conforms to this Article 1.02, deliver to the Borrower a Disbursement Notice which shall specify:
|
(i)
|
the currency, amount and EUR equivalent of the Tranche;
|
(ii)
|
the Scheduled Disbursement Date;
|
(iii)
|
the interest rate basis for the Tranche, being: (i) a Fixed Rate Tranche; or (ii) a Floating Rate Tranche all pursuant to the relevant provisions of Article 3.01;
|
(iv)
|
the first interest Payment Date and the periodicity for the payment of interest for the Tranche;
|
(v)
|
the terms for repayment of principal for the Tranche;
|
(vi)
|
the first and last dates for repayment of principal for the Tranche;
|
(vii)
|
the applicable Payment Dates for the Tranche; and
|
(viii)
|
for a Fixed Rate Tranche the Fixed Rate and for a Floating Rate Tranche the Spread applicable to the Tranche until the Maturity Date.
|
(b)
|
If one or more of the elements specified in the Disbursement Notice does not reflect the corresponding element, if any, in the Disbursement Request, the Borrower may following receipt of the Disbursement Notice revoke the Disbursement Request by written notice to the Bank to be received no later than 12h00 Luxembourg time on the next Business Day and thereupon the Disbursement Request and the Disbursement Notice shall be of no effect. If the Borrower has not revoked in writing the Disbursement Request within such period, the Borrower will be deemed to have accepted all elements specified in the Disbursement Notice.
|
(c)
|
If the Borrower has presented to the Bank a Disbursement Request in which the Borrower has not specified the fixed interest rate or spread as set out in Article 1.02B(b), the Borrower will be deemed to have agreed in advance to the Fixed Rate or Spread as subsequently specified in the Disbursement Notice.
|
(a)
|
a copy of the articles of association (
statuten
) of the Borrower, as well as an extract (
uittreksel
) from the Dutch Commercial Register (
Handelsregister
) of the Borrower together with specimen signatures of the person or persons signing the Contract on behalf of the Borrower;
|
(b)
|
a copy of a resolution of the board of managing directors of the Borrower:
|
(i)
|
approving the terms of, and the transactions contemplated by, this Contract and resolving that it executes, delivers and performs this Contract;
|
(ii)
|
authorising a specified person or persons to execute this Contract on its behalf; and
|
(iii)
|
authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Disbursement Request) to be signed and/or despatched by it under or in connection with this Contract;
|
(c)
|
a copy of a resolution signed by the sole shareholder of the Borrower approving the resolutions of the board of managing directors referred to in paragraph (b) above and appointing an authorised person to represent the Borrower in case of a conflict of interest;
|
(d)
|
if applicable, a copy of (i) the request for advice from each works council, or central or European works council with jurisdiction over the transactions contemplated by this Contract and (ii) the unconditional positive advice from such works council, or, if no advice is required to be obtained, a declaration by the Borrower, signed by a person or persons duly authorised to act on behalf of the Borrower, that there is no works council, or central or European works council with jurisdiction over the transactions contemplated by this Contract;
|
(e)
|
a certificate of an authorised signatory of each of the Borrower and the Guarantor, certifying that each copy document relating to the Borrower or the Guarantor, as the case may be, specified in this Article 1.04A is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Contract;
|
(f)
|
evidence that the Borrower has obtained all necessary consents, authorisations, licences or approvals of governmental or public bodies or authorities required in connection with this Contract or, if none are required, a declaration by the Borrower, signed by a person or persons duly authorised to act on behalf of the Borrower, that no consents, authorisations, licenses or approvals of governmental or public bodies or authorities are required in connection with this Contract, such evidence substantially in the form provided for in Schedule C.2, paragraph (h);
|
(g)
|
the duly executed Guarantee Agreement, in full force and effect, covering the aggregate financial obligations of the Borrower under this Contract, in the form set out in Schedule D;
|
(h)
|
evidence that the execution of the Guarantee Agreement by the Guarantor has been duly authorised and that the person or persons signing the Guarantee Agreement on behalf of the Guarantor is/are duly authorised to do so together with the specimen signature of each such person or persons;
|
(i)
|
a legal opinion issued by external legal counsel on,
inter alia
, the authority and capacity of the Borrower, and due execution by the Borrower of this Contract;
|
(j)
|
a legal opinion issued by external legal counsel on,
inter alia
, the authority and capacity of the Guarantor, and due execution by the Guarantor of the Guarantee Agreement;
|
(k)
|
a legal opinion issued by external legal counsel confirming,
inter alia
, that this Contract and the Guarantee Agreement are in full force and effect, and are valid, binding and enforceable in accordance with their respective terms under English law;
|
(l)
|
evidence of acceptance by the agent of service of its appointment with respect to this Contract; and
|
(m)
|
evidence of acceptance by the agent of service of its appointment with respect to the Guarantee Agreement.
|
(a)
|
receipt by the Bank, in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date for the proposed Tranche, of the following documents or evidence:
|
(i)
|
a certificate from the Borrower in the form of Schedule C.2;
|
(ii)
|
a certificate from the Guarantor in the form of Schedule C.3;
|
(iii)
|
a duly executed Compliance Certificate; and
|
(iv)
|
a copy of any other authorisation or other document, opinion or assurance, which the Bank has notified the Borrower is necessary or desirable in connection with the entry into, delivery and performance of, and the transactions contemplated by, this Contract, the Guarantee Agreement or any other security, or the validity and enforceability of the same.
|
(b)
|
that on the Disbursement Date for the proposed Tranche:
|
(i)
|
the representations and warranties which are repeated pursuant to Article 6.07 being correct in all material respects; and
|
(ii)
|
no event or circumstance which constitutes or would with the passage of time or giving of notice under this Contract constitute:
|
1.05B
|
Cancellation of a disbursement deferred by 6 (six) months
|
(a)
|
The Bank may, by notice in writing to the Borrower, suspend and/or cancel the undisbursed portion of the Credit in whole or in part at any time and with immediate effect:
|
(i)
|
upon the occurrence of a Prepayment Event or an Event of Default or an event or circumstance which would with the passage of time or giving of notice under this Contract constitute a Prepayment Event or an Event of Default; or
|
(ii)
|
if a Material Adverse Change occurs.
|
(b)
|
The Bank may also suspend the portion of the Credit in respect of which it has not issued a Disbursement Notice with immediate effect in the case that a Market Disruption Event occurs.
|
(c)
|
Any suspension shall continue until the Bank ends the suspension or cancels the suspended amount.
|
(a)
|
a Fixed Rate Tranche, which is a Notified Tranche, it shall indemnify the Bank under Article 4.02B; or
|
(b)
|
a Floating Rate Tranche, which is a Notified Tranche, or any part of the Credit other than a Notified Tranche, no indemnity is payable.
|
(a)
|
a Fixed Rate Tranche, which is a Notified Tranche, upon an Indemnifiable Prepayment Event or upon the occurrence of a Material Adverse Change or pursuant to Article 1.05B, the Borrower shall pay to the Bank the Prepayment Indemnity; or
|
(b)
|
a Notified Tranche upon an Event of Default, the Borrower shall indemnify the Bank under Article 10.03.
|
(a)
|
for overdue sums related to Floating Rate Tranches, the applicable Floating Rate plus 2% (200 basis points);
|
(b)
|
for overdue sums related to Fixed Rate Tranches, the higher of (i) the applicable Fixed Rate plus 2% (200 basis points) or (ii) the Relevant Interbank Rate plus 2% (200 basis points); and
|
(c)
|
for overdue sums other than under (a) or (b) above, the Relevant Interbank Rate plus 2% (200 basis points), and
|
(a)
|
the Margin and
|
(b)
|
the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.
|
(a)
|
The Borrower shall repay each Tranche by instalments on the Payment Dates specified in the relevant Disbursement Notice in accordance with the terms of the amortisation table delivered pursuant to Article 2.03.
|
(b)
|
Each amortisation table shall be drawn up on the basis that:
|
(i)
|
in the case of a Fixed Rate Tranche, repayment shall be made annually, semi-annually or quarterly by equal instalments of principal or constant instalments of principal and interest;
|
(ii)
|
in the case of a Floating Rate Tranche, repayment shall be made by equal annual, semi-annual or quarterly instalments of principal;
|
(iii)
|
the first repayment date of each Tranche shall be a Payment Date falling not earlier than 60 (sixty) days from the Scheduled Disbursement Date and not later than the first Payment Date immediately following the 2
nd
(second) anniversary of the Scheduled Disbursement Date of the Tranche; and
|
(iv)
|
the last repayment date of each Tranche shall be a Payment Date falling not earlier than 4 (four) years and not later than 8 (eight)
years from the Scheduled Disbursement Date.
|
(a)
|
a “
Change-of-Control Event
” occurs if:
|
(i)
|
any person, or group of persons acting in concert, gains beneficial ownership, directly or indirectly, of voting Equity Interests (or other securities convertible into such voting Equity Interests) representing 35% (thirty-five percent) or more of the combined voting power of all voting Equity Interests of the Guarantor; or
|
(ii)
|
the Guarantor ceases to be the beneficial owner, directly or indirectly through wholly owned Subsidiaries, of 100% (one hundred per cent) of the issued share capital of the Borrower; and
|
(b)
|
“
acting in concert
” means acting together pursuant to an agreement or understanding (whether formal or informal).
|
(a)
|
in respect of interest and indemnities due under a Fixed Rate Tranche, a year of 360 (three hundred and sixty) days and a month of 30 (thirty) days;
|
(b)
|
in respect of interest and indemnities due under a Floating Rate Tranche, a year of 360 (three hundred and sixty) days and the number of days elapsed; and
|
(c)
|
in respect of fees, a year of 360 (three hundred and sixty) days and the number of days elapsed.
|
5.03
|
No set-off by the Borrower
|
(a)
|
the Bank may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Contract as the Bank may deem necessary in the circumstances;
|
(b)
|
the Bank shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; and
|
(c)
|
the Bank shall not be liable for any damages, costs or losses whatsoever arising as a result of a Disruption Event or for taking or not taking any action pursuant to or in connection with this Article 5.04.
|
(a)
|
General
|
(b)
|
Partial payments
|
(i)
|
firstly, in or towards the pro rata payment of any unpaid fees, costs, indemnities and expenses due under this Contract;
|
(ii)
|
secondly, in or towards payment of any accrued interest due but unpaid under this Contract;
|
(iii)
|
thirdly, in or towards payment of any principal due but unpaid under this Contract; and
|
(iv)
|
fourthly, in or towards payment of any other sum due but unpaid under this Contract.
|
(c)
|
Allocation of sums related to Tranches
|
-
|
a partial voluntary prepayment of a Tranche that is subject to repayment in several instalments, the Prepayment Amount shall be applied pro rata to each outstanding instalment, or, at the request of the Borrower, in inverse order of maturity,
|
-
|
a partial compulsory prepayment of a Tranche that is subject to repayment in several instalments, the Prepayment Amount shall be applied in reduction of the outstanding instalments in inverse order of maturity.
|
(ii)
|
Sums received by the Bank following a demand under Article 10.01 and applied to a Tranche shall reduce the outstanding instalments in inverse order of maturity. The Bank may apply sums received between Tranches at its discretion.
|
(iii)
|
In case of receipt of sums which cannot be identified as applicable to a specific Tranche, and on which there is no agreement between the Bank and the Borrower on their application, the Bank may apply these between Tranches at its discretion.
|
(a)
|
Except as provided below, the Borrower shall not, and shall procure that neither the Guarantor nor any Subsidiary will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily dispose of any part of its assets.
|
(b)
|
Paragraph (a) above does not apply to:
|
(i)
|
sales of Inventory in the ordinary course of its business;
|
(ii)
|
sale or disposition of obsolete, worn-out or surplus equipment in the ordinary course of business;
|
(iii)
|
so long as no Event of Default has occurred and is then continuing, the sale of fixed assets in connection with Tax Incentive Transactions or New Market Tax Credit Transactions;
|
(iv)
|
transfers of assets among the Guarantor and its Subsidiaries in compliance with Article 6.06B;
|
(v)
|
sales of Receivables in connection with factoring arrangements in the ordinary course of business; and
|
(vi)
|
so long as no Event of Default has occurred and is then continuing, the sale of any other assets by the Guarantor or any Subsidiary in an aggregate amount during any Fiscal Year of the Guarantor not exceeding 10% of the Consolidated Net Tangible Assets of the Guarantor as of the last day of such Fiscal Year and (ii) in an aggregate amount during the term of this Contract not exceeding 20% of the Consolidated Net Tangible Assets of the Guarantor at any time,
|
(i)
|
the Merger Event results or will result in an “unacceptable credit concentration” for the Bank;
|
(ii)
|
the obligations under this Contract and/or under the Guarantee Agreement would, as a result of such Merger Event, not remain with the Borrower and the Guarantor, respectively, but would instead be transferred (by law, agreement or otherwise) to another entity;
|
(iii)
|
the Merger Event has or will have a material adverse effect on the validity, legality or enforceability of the Borrower’s obligations under this Contract or the Guarantor’s obligations under the Guarantee Agreement; or
|
(iv)
|
the statutory seat of the Borrower would, as a result of such Merger Event, be transferred outside the European Union and/or the Guarantor would cease to be organised under the laws of the State of Delaware, United States,
|
(a)
|
Net Leverage Ratio
. The Borrower shall not allow, and shall procure that the Guarantor does not allow, as of the end of each Fiscal Quarter, the Net Leverage Ratio to exceed 3.00 to 1.00.
|
(b)
|
Interest Coverage Ratio
. The Borrower shall, and shall procure that the Guarantor will, maintain, as of the end of each Fiscal Quarter, an Interest Coverage Ratio of not less than 3.00 to 1.00.
|
(a)
|
Indebtedness under the AGCO Credit Agreement;
|
(b)
|
unsecured Indebtedness of the Guarantor under the 2036 Senior Subordinated Notes Documents and Senior Debt Documents, in each case, as of the date of this Contract;
|
(c)
|
unsecured Indebtedness under the European Term Loan Credit Agreement as of the date of this Contract;
|
(d)
|
intercompany Indebtedness among any of the Guarantor and the Subsidiaries; provided, to the extent such Indebtedness is incurred by or an obligation of the Borrower or the Guarantor, such Indebtedness, shall be unsecured;
|
(e)
|
Indebtedness incurred in connection with a New Market Tax Credit Transaction in an aggregate amount not to exceed USD 20,000,000;
|
(f)
|
Indebtedness under any Capitalized Leases in existence as of the date of this Contract; and
|
(g)
|
Indebtedness incurred after the date of this Contract so long as (i) no Event of Default exists or would result therefrom, (ii) the Borrower and/or the Guarantor (as applicable) determines after giving effect to the incurrence of such Indebtedness that it is in pro forma compliance with the financial covenants set forth in Article 6.06A of this Contract and/or Article 5.14 of the Guarantee Agreement (as applicable), and (iii) such Indebtedness shall be unsecured except to the extent it is secured by a Permitted Lien. In the event any Indebtedness subject to this clause (g) is a revolving line of credit, the pro forma compliance shall be calculated based upon the maximum facility amount of such revolving credit facility, assuming it is fully drawn, in which case such pro forma compliance shall be satisfied for all future borrowings thereunder up to the amount of such maximum facility amount.
|
(a)
|
the amount of dividends or other distributions with respect to any of its Equity Interests that may be paid by such Subsidiary to the Guarantor or another Subsidiary of the Guarantor,
|
(b)
|
the amount of loans that may be made by such Subsidiary to the Guarantor or another Subsidiary of the Guarantor,
|
(c)
|
the amount of payments by such Subsidiary on Indebtedness owing by such Subsidiary of the Guarantor to the Guarantor or another Subsidiary, or
|
(d)
|
the ability of such Subsidiary to transfer any of its properties or assets to the Guarantor or any other Subsidiary of the Guarantor,
|
(i)
|
restrictions imposed under an agreement for the sale of all of the Equity Interests in a Subsidiary or for the sale of a substantial part of the assets of such Subsidiary, in either case to the extent permitted hereunder and pending the consummation of such sale,
|
(ii)
|
restrictions set forth in the AGCO Credit Agreement, the 2036 Senior Subordinated Notes Documents and the Senior Debt Documents as of the effective date of such documents and any similar restrictions set forth in documents governing Indebtedness permitted under Article 6.06D,
|
(iii)
|
restrictions imposed by applicable law, this Contract or the Guarantee Agreement,
|
(iv)
|
restrictions in any agreement with another Person relating to a joint venture conducted through a Subsidiary of the Guarantor in which such Person is a minority stockholder requiring the consent of such Person to the payment of dividends,
|
(v)
|
with respect to restrictions of the type described in clause (d) above, restrictions under agreements governing Indebtedness secured by a Lien not otherwise prohibited hereunder that limit the right of the debtor to dispose of the assets securing such Indebtedness,
|
(vi)
|
customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (d) above on the property subject to such lease,
|
(vii)
|
customary anti-assignment provisions contained in agreements entered into in the ordinary course of business,
|
(viii)
|
customary subordination of subrogation, contribution and similar claims contained in guaranties permitted under AGCO Credit Agreement and hereunder,
|
(ix)
|
restrictions on the transfer, lease, or license of any property or asset of the Guarantor or any Subsidiary in effect on the date of this Contract that were entered into in the ordinary course of business, and
|
(x)
|
encumbrances or restrictions existing with respect to any Person or the property or assets of such Person acquired by the Guarantor or any Subsidiary of the Guarantor, provided that such encumbrances and restrictions were in existence immediately prior to such acquisition (and not created in contemplation thereof) and are not applicable to any Person or the property or assets of any Person other than such acquired Person or the property or assets of such acquired Person.
|
(a)
|
it is duly incorporated and validly existing as a private company with limited liability under the laws of Netherlands and it has power to carry on its business as it is now being conducted and to own its property and other assets;
|
(b)
|
it has the power to execute, deliver and perform its obligations under this Contract and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same by it;
|
(c)
|
this Contract constitutes its legally valid, binding and enforceable obligations;
|
(d)
|
the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not and will not:
|
(i)
|
contravene or conflict with any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;
|
(ii)
|
contravene or conflict with any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Contract; and
|
(iii)
|
contravene or conflict with any provision of its constitutional documents;
|
(e)
|
the latest available accounts of the Borrower have been prepared on a basis consistent with previous years and represent a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of the Borrower;
|
(f)
|
there has been no Material Adverse Change since 18 November 2014;
|
(g)
|
no event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived;
|
(h)
|
no litigation, arbitration, administrative proceedings or investigation is current or, to its knowledge, is threatened or pending before any court, arbitral body or agency which has resulted or, if adversely determined, is reasonably likely to result in a Material Adverse Change, nor is there subsisting any unsatisfied judgement or award which has resulted or is reasonably likely to result in a Material Adverse Change;
|
(i)
|
it has obtained all necessary consents, authorisations, licences or approvals of governmental or public bodies or authorities in connection with this Contract, and in order to lawfully comply with its obligations hereunder, and all such consents, authorisations, licences or approvals are in full force and effect and admissible in evidence;
|
(j)
|
the Group is in compliance with Article 7.04, and the Borrower, the Guarantor and any Subsidiary are in compliance with Article 7.02;
|
(k)
|
its payment obligations under this Contract rank not less than
pari passu
in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments and with all present and future claims of its other unsecured and unsubordinated creditors except for obligations mandatorily preferred by law applying to companies generally;
|
(l)
|
the Borrower’s resolutions provided to the Bank pursuant to Annex I to this Contract have not been amended, rescinded, revoked or declared null and void;
|
(m)
|
the articles of association of the Borrower have not been amended since 23 December 2008, or if they have been amended, the Borrower has notified the Bank thereof;
|
(n)
|
to the best of its knowledge, no funds invested in the Project by the Borrower, the Guarantor or any Subsidiary are of illicit origin, including products of money laundering or linked to the financing of terrorism. The Borrower shall promptly inform the Bank if at any time it becomes aware of the illicit origin of any such funds;
|
(o)
|
it has its "centre of main interests" within the meaning of Regulation (EC) No. 1346/2000 of the Council of 29 May 2000 on Insolvency Proceedings in The Netherlands and it does not have an "establishment" within the meaning of Regulation (EC) No. 1346/2000 of the Council of 29 May 2000 on Insolvency Proceedings outside The Netherlands;
|
(p)
|
it deems the entering into, signing, execution, delivery and performance of this Contract to be (i) in the Borrower's corporate interest (
vennootschappelijk belang
) and conducive to the realisation of and useful in connection with the Borrower's corporate objects (
doel
) and (ii) not prejudicial to the interests of the Borrower's (present and future) creditors;
|
(q)
|
no notice under Article 36 Tax Collection Act (
Invorderingswet 1990
) has been given by any member of the Group;
|
(r)
|
where applicable, it will at all times act in full compliance with article 2:98c of the Dutch Civil Code (
Burgerlijk Wetboek
);
|
(s)
|
it shall comply with Financial Supervision Act (
Wet op het financieel toezicht
), including any regulations issued pursuant thereto;
|
(t)
|
it is subject to civil and commercial law with respect to its obligations under this Contract and in any proceedings taken in its jurisdiction of incorporation in relation to this Contract, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process; and
|
(u)
|
the extract (
uittreksel
) from the Dutch Commercial Register (
Handelsregister
) of the Borrower, a copy of which is attached to this Contract as Annex I, is true, correct and complete as of the date of this Contract.
|
(a)
|
The Borrower shall not, and shall ensure that neither the Guarantor nor any Subsidiary will, create, incur, assume or suffer to exist any Lien on or with respect to any of its properties of any character, whether now owned or hereafter acquired, except Permitted Liens.
|
(b)
|
The Borrower shall, and shall ensure that the Guarantor and any Subsidiary will, request the prior written consent of the Bank to create, incur, assume or suffer to exist any Lien other than a Permitted Lien on or with respect to any of its properties of any character, whether now owned or hereafter acquired. The consent of the Bank shall not be unreasonably refused or delayed on the condition that the obligations of the Borrower under this Contract are secured equally and rateably prior to such Lien being provided to any third party lender.
|
(a)
|
not included in this Contract,
|
(b)
|
is stricter than the relevant provisions of this Contract, or
|
(c)
|
is otherwise more favourable for third party creditors than the relevant provisions of this Contract,
|
(i)
|
any financial indebtedness incurred (x) from banks (other than multilateral development banks/IFIs) or (y) in form of bonds issued by any member of the Group, in each case in non-OECD countries by any member of the Group located and incorporated in a non-OECD country; and
|
(ii)
|
upstream guarantees by Massey Ferguson Corp. and The GSI Group, LLC under the AGCO Credit Agreement in the maximum aggregate amount of up to USD 1,155,000,000.
|
(a)
|
(i) deliver to the Bank each year within 1 (one) month after their publication its unaudited annual report, balance sheet, profit and loss account certified by its directors and, from time to time, such further information on its general financial situation as the Bank may reasonably require and (ii) deliver and/or procure that the Guarantor delivers to the Bank financial statements pursuant to Article 4.02(a) of the Guarantee Agreement together with a Compliance Certificate, in form and substance satisfactory to the Bank, signed by authorised representatives of the Borrower and the Guarantor confirming compliance with the financial covenants pursuant to Article 6.06A of this Contract and Article 5.14 of the Guarantee Agreement (including evidence of such compliance and related calculations) and including necessary information for determining the applicable Margin; and
|
(b)
|
inform the Bank immediately of:
|
(i)
|
any material alteration to its constitutional documents after the date of this Contract;
|
(ii)
|
any fact which obliges the Borrower, the Guarantor or any other member of the Group to prepay any financial indebtedness in the amount in excess of USD 50,000,000 in the aggregate or any EU funding, except when such prepayment is (A) made by the Borrower, the Guarantor or any other member of the Group on a voluntary basis or when early redemption at the discretion of the Borrower, the Guarantor or any other member of the Group, as issuers, was originally foreseen in the documentation of the relevant capital markets instrument or (B) the result of the sale or other disposition of assets which secure such indebtedness;
|
(iii)
|
any event or decision that constitutes or may result in a Prepayment Event;
|
(iv)
|
any intention on its part, or that of the Guarantor or any Subsidiary, to create, incur, assume or suffer to exist any Lien on or with respect to any of its properties of any character, or those of the Guarantor or any Subsidiary, in favour of a third party, save for Permitted Liens;
|
(v)
|
any intention on its part, or that of the Guarantor or any Subsidiary, to relinquish ownership of any material component of the Project, save as permitted pursuant to this Contract;
|
(vi)
|
any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
|
(vii)
|
any event listed in Article 10.01 having occurred or being imminent;
|
(viii)
|
any event or decision that constitutes or may result in an event described in Article 6.02, other than those described in Article 6.02(b);
|
(ix)
|
any Merger Event;
|
(x)
|
any litigation, arbitration, administrative proceedings or investigation, which is current, threatened or pending, which might reasonably be expected to result in a Material Adverse Change;
|
(xi)
|
any investigation concerning the integrity of any member of the Borrower’s board of managing directors; and
|
(xii)
|
to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower or any of its controlling entities or any member of the Borrower’s board of managing directors in connection with a Criminal Offence related to the Loan or the Project.
|
9.03
|
Increased costs, indemnity and set-off
|
(a)
|
The Borrower shall pay to the Bank any costs or expenses incurred or suffered by the Bank as a consequence of the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or compliance with any law or regulation after the date of this Contract in accordance with which (i) the Bank is obliged to incur additional costs in order to fund or perform its obligations under this Contract or (ii) any amount owed by the Borrower to the Bank under this Contract or the financial income resulting from the granting of the Credit or the Loan by the Bank to the Borrower is reduced or eliminated.
|
(b)
|
Without prejudice to any other rights of the Bank under this Contract or any applicable law, the Borrower shall indemnify and hold the Bank harmless from and against any loss incurred as a result of any full or partial discharge of the Borrower’s obligations under this Contract that takes place in a manner other than as expressly provided for in this Contract.
|
(c)
|
The Bank may set off any matured obligation due from the Borrower under this Contract (to the extent beneficially owned by the Bank) against any obligation (whether or not matured) owed by the Bank to the Borrower regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
|
(a)
|
if the Borrower does not pay on the due date any amount payable pursuant to this Contract at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) Business Days of its due date;
|
(b)
|
if any information or document given to the Bank by or on behalf of the Borrower or the Guarantor or any representation, warranty or statement made or deemed to be made by the Borrower or the Guarantor in or pursuant to this Contract or the Guarantee Agreement is, or proves to have been, incorrect, incomplete or misleading in any material respect;
|
(c)
|
if the Borrower or the Guarantor or any other member of the Group shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Indebtedness, if such Indebtedness is outstanding in a principal or notional amount of at least USD 50,000,000 in the aggregate (but excluding Indebtedness outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature; or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof;
|
(d)
|
if the Borrower or the Guarantor or any other member of the Group is generally unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors;
|
(e)
|
if any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of the Borrower or the Guarantor or any other member of the Group, or if the Borrower or the Guarantor or any other member of the Group takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities;
|
(f)
|
if an encumbrancer takes possession of, or a receiver, trustee in bankruptcy, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority or by any person,
of or over any part of the business or assets of the Borrower or the Guarantor or any other member of the Group or any property forming part of the Project;
|
(g)
|
if the Borrower or the Guarantor or any other member of the Group defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;
|
(h)
|
if any distress, execution, sequestration, attachment or other process is levied or enforced upon the property of the Borrower or the Guarantor or any other member of the Group or any property forming part of the Project and is not discharged or stayed within 14 (fourteen) days;
|
(i)
|
if (x) it is or becomes unlawful for the Borrower or the Guarantor to perform any of its obligations under this Contract or the Guarantee Agreement; or (y) this Contract or the Guarantee Agreement is not effective in accordance with its terms or is alleged by the Borrower or the Guarantor to be ineffective in accordance with its terms; or
|
(j)
|
if a notice under Article 36 Tax Collection Act (
Invorderingswet 1990
) has been given by any member of the Group.
|
(a)
|
the Borrower fails to comply with any obligation under this Contract not being an obligation mentioned in Article 10.01A or the Guarantor fails to comply with any obligation under the Guarantee Agreement; or
|
(b)
|
any fact stated in the Recitals materially alters and is not materially restored and the alteration either prejudices the interests of the Bank as lender to the Borrower or adversely affects the implementation or operation of the Project,
|
11.03
|
Forum conveniens and enforcement abroad
|
(a)
|
waives any objection it may have to the English courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Contract; and
|
(b)
|
agrees that a judgment or order of an English court in connection with this Contract is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.
|
11.04
|
Agent of service
|
(a)
|
The Borrower hereby appoints AGCO Ltd., Abbey Park, Stoneleigh, Kenilworth, CV8 2TQ, UK as its agent for service of process under this Contract for service of process in any proceedings before the English courts in connection with this Contract.
|
(b)
|
If any person appointed as process agent under paragraph (a) above is unable for any reason to so act or if such appointment is terminated for any reason, the Borrower must immediately (and in any event within 15 (fifteen) days of the event taking place) appoint another agent on terms acceptable to the Bank. Failing this, the Bank may appoint another process agent for this purpose.
|
(c)
|
The Borrower agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
|
(d)
|
This Article 11.04 does not affect any other method of service allowed by law.
|
11.05
|
Place of performance
|
For the Bank
|
Attention: Ops - Central Europe Department
98-100 boulevard Konrad Adenauer
L-2950 Luxembourg
Facsimile no.: +352 4379 67197
|
For the Borrower
|
Attention: Finance Department
|
|
|
|
AGCO International Holdings B.V.
Horsterweg 66a
5971 NG Grubbenvorst
|
|
The Netherlands
Facsimile no.: +31 773 270 202
|
|
|
Copies to the Guarantor
|
Attention: Treasurer
AGCO Corporation
4205 River Green Parkway
Duluth, GA 30096
United States of America
Facsimile no.: +1 770 813 6070
|
(a)
|
“Finance Documents”
means this Contract and the Guarantee Agreement; and
|
(b)
|
“Parties”
means the Borrower, the Guarantor and the Bank.
|
Schedule A
|
Technical Description
|
Schedule B
|
Definitions of EURIBOR and LIBOR
|
Schedule C
|
Forms for the Borrower and the Guarantor
|
Schedule D
|
Form of the Guarantee Agreement
|
Schedule E
|
Form of Compliance Certificate
|
Annex I
|
Borrower’s resolutions of the board of managing directors and the sole shareholder, the extract (
uittreksel
) from the Dutch Commercial Register (
Handelsregister
) of the Borrower and authorisation of signatories
|
Signed for and on behalf of
EUROPEAN INVESTMENT BANK
|
Signed for and on behalf of
AGCO International Holdings B.V.
|
||
/s/ E. Kamenitzer
|
/s/ W. Jardet
|
/s/ P. Huijsmans
|
/s/ G. Rollinson
|
E. Kamenitzer
Head of Division
|
W. Jardet
Head of Division
|
P. Huijsmans
Authorized Representative
|
G. Rollinson
Authorized Representative
|
(i) Marktoberdorf, Germany
|
|
|
|
|
|
Project name
|
Project description
|
Deliverables
|
X217
|
New emission technology in order to meet COMIIIB (Tier 4 interim) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 4 interim requirements
|
X315
|
New emission technology in order to meet COMIV (Tier 4 final) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 4 final requirements
|
|
New driver place, new hydraulic concept, new features
|
Increase the overall efficiency of the machine
|
|
Capability for bigger tyres
|
Increase scope of application
|
X320
|
New emission technology in order to meet COMV (Tier 5) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 5 requirements
|
|
New engine with increased horse power
|
Increase engine efficiency (fuel)
|
|
CEA Guide implementation
|
Increase efficiency of material usage (seeds, fertilizer, pesticide, fuel, etc.)
|
X515
|
New emission technology in order to meet COMIV (Tier 4 final) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 4 final requirements
|
X520
|
New emission technology in order to meet COMV (Tier 5) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 5 requirements
|
X719
|
New emission technology in order to meet COMV (Tier 5) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 5 requirements
|
|
New engine and implementation of new CVT generation (TA190)
|
Increase fuel (energy) efficiency
|
|
Improved/extended automation of driver place
|
Increase operator respectively overall machine efficiency
|
|
CEA Guide implementation
|
Increase efficiency of material usage (seeds, fertilizer, pesticide, fuel, etc.)
|
|
Tyre pressure control system
|
Increase fuel efficiency (on- & off-road)
|
|
|
|
|
management during serial production
|
|
SRT1 4 cylinder T4 final
|
Due to emission legislation Tier 4 final has to be implemented onto the big 4cyl tractors
MF/Challenger/Iseki up to 130kW New CVT installation bringing additional lift capacity and new hydraulic installation
|
New 6700 range T4F compliant
New hydraulic installation with new features. New CVT with new features
|
ERT 4 cylinders T4 final
|
Due to emission legislation Tier 4 final has to be implemented onto the small 4cyl tractors MF/Iseki up to 95kW
|
New 5700 range 4cyl T4F compliant
New hydraulic installation with new features
|
ERT1 4 cylinders T4 final
|
Due to emission legislation Tier 4 final has to be implemented onto the small 4cyl tractors MF up to 80kW. New hydraulic installation. HP increase
|
New 5700 range 4cyl T4F compliant
New hydraulic installation with new features. New front axle suspension.
Max horse power increase
|
SRT2 6 cylinders T5
|
Due to emission legislation Tier 5 has to be implemented onto the 6cyl tractors. In addition the new range has to be compliant with the mother regulation (incl. ABS compatibility)
New range of transmissions and engines. New cab and hood design
|
|
(iv) Linnavuori, Finland
|
||
|
|
|
Project name
|
Project description
|
Deliverables
|
Tier IV final emissions, Cab Phase 11 (VT11)
|
Tier 4 Final 6-cyl (66 and 74 Engines)
|
To meet Tier IV final requirement
|
150 - 235 HP
|
SOP Q4 2014
|
|
New Cab, New design of front end, Product range shift up to T234
|
|
|
New hydraulic options, LS with mechanical spool valves
|
|
|
3 speed PTO, New transmission control interface
|
|
|
Tier IV final emissions, Cab Phase 11 (VN12a)
|
Tier4 Final 3- and 4-cyl (33, 44 and 49 Engines)
|
To meet Tier IV final requirement
|
90 - 180 HP
|
SOP Q3 2015 (VN12a 4 cyl)
|
|
New outlook, design aligned with VT11
|
SOP Q2 2016 (VN12b 3 cyl)
|
|
3 PS replaced with 5 PS
|
|
|
3 cylinder common pilot project (VN12b)
|
Introduce CM08 Phase 2 cabin version in Small N-series (carry over from VN12a)
|
Gradually replace all N3 models during 2015-2016
|
Introduce optional 3-speed rear PTO (carry over from VN12a and VT11)
|
VN12b will be AGCO pilot project for common front-end design. It will be done jointly with MF Z19A project
|
|
Robotized creeper and GSPTO (carry over from VN12a and VT11)
|
|
|
Change EGR technology to SCR Only
|
|
|
Next generation A, (VA13)
|
Global AGCO project will deliver also Valtra models as a new A-series
|
SOP Q4 2016
|
Replacement for existing A3-series
|
|
|
70 - 130 HP
|
|
|
Valtra brand specific cab
|
|
|
New design of front end
|
|
|
N, T and S range (VT16 and VS16, CEA)
|
Modernization of user interface
|
SOP Q1 / 2017
|
Meet EU Tractor mother regulations
|
|
|
AGCO common electric architecture
|
|
|
AGCO global S-platform (volume)
|
Stage 5 4-cyl
|
SOP Q3 / 2019
|
AGCO global M-platform (volume)
|
Stage 5 6-cyl
|
SOP Q1 / 2019
|
Research and advance engineering
|
Betra
|
|
Reliability
|
Engineering efforts to cover current product maintenance and reliability improvement
|
|
(a)
|
in respect of a relevant period of less than one month, the Screen Rate (as defined below) for a term of one month;
|
(b)
|
in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable Screen Rate for a term for the corresponding number of months; and
|
(c)
|
in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other for a period next longer than the length of the relevant period,
|
(a)
|
in respect of a relevant period of less than one month, the Screen Rate for a term of one month;
|
(b)
|
in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable Screen Rate for a term for the corresponding number of months; and
|
(c)
|
in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other for a period next longer than the length of the relevant period,
|
(a)
|
“
London Business Day
” means a day on which banks are open for normal business in London and “
New York Business Day
” means a day on which banks are open for normal business in New York.
|
(b)
|
All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with halves being rounded up.
|
(c)
|
The Bank shall inform the Borrower without delay of the quotations received by the Bank.
|
(d)
|
If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EMMI and EURIBOR ACI (or any successor to that function of EMMI and EURIBOR ACI as determined by the Bank) or of the ICE Benchmark Administration Limited (or any successor to that function of the ICE Benchmark Administration Limited as determined by the Bank) in respect of LIBOR, the Bank may by notice to the Borrower amend the provision to bring it into line with such other provisions.
|
|
Date:
|
Loan Name (*):
|
AGCO R&D
|
|
|
|
|
|
|
||||||||||||
|
|
|
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|
|
|
|||||||||||||
Signature Date (*):
|
|
|
Contract FI number:
|
31.593
|
|
|
|
|
|
|
|||||||||
Currency & amount requested
|
|
Proposed disbursement date:
|
|
|
|
|
|
|
|||||||||||
|
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|
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|
||||||||||||
Currency
|
Amount
|
|
|
||||||||||||||||
|
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||||||||||||
|
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|
|||||||||||
I N T E R E S T
|
Int. rate basis (Art. 3.01)
|
|
|
Reserved for the Bank
|
(contract currency)
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
Rate (% or Spread)
OR (please indicate only ONE)
Maximum Rate (% or Maximum Spread)
If the Borrower does not specify an interest rate or Spread here, the Borrower will be deemed to have agreed to the interest rate or Spread subsequently provided by the Bank in the Disbursement Notice, in accordance with Article 1.02C(c).
|
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
|
|
Total
Credit
Amount:
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
Frequency (Art. 3.01)
|
Annual
Semi-annual
Quarterly
|
|
Disbursed to date:
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
Payment Dates (Art. 5)
|
|
|
Balance
for
disbursement:
|
|
|
|
|
|
|||||||||||
|
|
|
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|
|
|
|
|||||||||||
|
|
|
Current disbursement:
|
|
|
|
|
|
|||||||||||
C A P I T A L
|
Repayment frequency
|
Annual
Semi-annual
Quarterly
|
|
Balance
after
disbursement:
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
Repayment methodology
(Art. 4.01)
|
Equal instalments
Constant annuities
Single instalment
|
|
Disbursement deadline:
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
First repayment date
|
|
|
Max. number of disbursements:
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
Maturity Date
|
|
|
Minimum Tranche size:
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
Total allocations to date:
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
Conditions precedent:
|
Yes / No
|
|
|
|
|
To:
|
European Investment Bank
|
From:
|
AGCO International Holdings B.V.
|
Date:
|
<>
|
Subject:
|
Finance contract between European Investment Bank and AGCO International Holdings B.V. dated <> (the “Finance Contract”)
|
(a)
|
no Prepayment Event has occurred and is continuing unremedied or unwaived;
|
(b)
|
no Lien of the type prohibited under Article 7.02 has been created or is in existence;
|
(c)
|
no event or circumstance which constitutes or would with the passage of time or giving of notice under the Finance Contract constitute an Event of Default has occurred and is continuing unremedied or unwaived;
|
(d)
|
no litigation, arbitration, administrative proceedings or investigation is current or to our knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting any unsatisfied judgement or award which has resulted or is reasonably likely to result in a Material Adverse Change;
|
(e)
|
the representations and warranties to be made or repeated by us under Article 6.07 are true in all material respects;
|
(f)
|
no Material Adverse Change has occurred; [and]
|
(g)
|
no event of the type prohibited under Article 6.02 or of which we are required to inform you under Article 6.05 has occurred; [and]
|
(h)
|
[we have obtained all necessary consents, authorisations, licences or approvals of governmental or public bodies or authorities required in connection with the Finance Contract.] / [no consents, authorisations, licenses or approvals of governmental or public bodies or authorities are required in connection with the Finance Contract.]
|
To:
|
European Investment Bank
|
From:
|
AGCO Corporation
|
Date:
|
<>
|
Subject:
|
Finance contract between European Investment Bank and AGCO International Holdings B.V. dated <> (the “Finance Contract”), and Deed of Guarantee and Indemnity between European Investment Bank and AGCO Corporation dated <> (the “Guarantee Agreement”)
|
(a)
|
no Prepayment Event has occurred and is continuing unremedied or unwaived;
|
(b)
|
no Lien of the type prohibited under Article 7.02 of the Finance Contract and under Article 6.01 of the Guarantee Agreement has been created or is in existence;
|
(c)
|
there has been no material change to any aspect of the Project or in respect of which we are obliged to report under Article 4.01 of the Guarantee Agreement, save as previously communicated by us;
|
(d)
|
we have sufficient funds available to ensure the timely completion and implementation of the Project in accordance with Schedule A.1 of the Guarantee Agreement;
|
(e)
|
no event or circumstance which constitutes or would with the passage of time or giving of notice under the Finance Contract constitute an Event of Default has occurred and is continuing unremedied or unwaived;
|
(f)
|
the representations and warranties to be made or repeated by us under Article 2.09 of the Guarantee Agreement are true in all material respects;
|
(g)
|
no litigation, arbitration, administrative proceedings or investigation is current or to our knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against us or any of our Subsidiaries any unsatisfied judgement or award which has resulted or is reasonably likely to result in a Material Adverse Change;
|
(h)
|
no Material Adverse Change has occurred;
|
(i)
|
no event of the type prohibited under Article 6.02 of the Finance Contract or of which the Borrower is required to inform you under Article 6.05 of the Finance Contract has occurred; and
|
(j)
|
no event of the type prohibited under Article 5.06 of the Guarantee Agreement or of which we are required to inform you under Article 5.09 of the Guarantee Agreement has occurred.
|
|
FI N° 31.593 (DE)
|
Serapis N° 2011 0159
|
1.
|
The Guarantor has stated that its group is undertaking an investment programme in Germany, Finland and France concerning the research and development related to agricultural tractors and engines in the period 2015-2018 (the “
Project
”), as more particularly described in the technical description set out in Schedule A.1 (the “
Technical Description
”).
|
2.
|
The Guarantor’s shares are listed on the New York Stock Exchange. As of the date of this deed of guarantee and indemnity (the “
Deed of Guarantee and Indemnity
”), the Guarantor has issued around 90 million shares.
|
3.
|
The total cost of the Project, as estimated by the Bank, is approximately EUR 408,900,000 (four hundred and eight million and nine hundred thousand euros), to be partly financed by the Guarantor’s own funds and other external funds available to the group.
|
4.
|
By a finance contract dated [] December 2014 (the “
Finance Contract
") between the Bank and AGCO International Holdings B.V., a private company with limited liability (
besloten vennootschap met beperkte aansprakelijkheid
) incorporated under the laws of The Netherlands having its registered office at Horsterweg 66a, 5971NG Grubbenvorst, The Netherlands and registered with the trade register of the commercial register of the Chamber of Commerce in The Netherlands under number 12067080 (the “
Borrower
”), the Bank has agreed to establish in favour of the Borrower a credit in an aggregate amount of up to EUR 200,000,000 (two hundred million euros) or the equivalent thereof in USD (the “
Credit
”) to be used by the Borrower for the financing of the Pr
oject.
|
5.
|
The obligations of the Bank under the Finance Contract and the disbursement of funds thereunder are conditional upon,
inter alia
,
the prior due execution and delivery by the Guarantor of this Deed of Guarantee and Indemnity.
|
6.
|
The b
oard of directors
of the Guarantor is satisfied that the Guarantor is entering into this Deed of Guarantee and Indemnity for the purposes of its business and that its doing so benefits the Guarantor.
|
7.
|
The execution of this Deed of Guarantee and Indemnity is authorised by the
board of directors
and certain designated officers of the Guarantor. A copy of the secretary’s certificate from the Guarantor relating to such authorisation is set out in Annex I to this Deed of Guarantee and Indemnity.
|
8.
|
The Guarantor and the Bank intend this Deed of Guarantee and Indemnity to take effect as a deed.
|
9.
|
Accordingly, the Bank and the Guarantor have agreed to enter into this Deed of Guarantee and Indemnity pursuant to which the Guarantor shall act as guarantor of the Borrower’s financial obligations under and in connection with the Finance Contract.
|
1.02A
|
Capitalised terms used but not defined in this Deed of Guarantee and Indemnity have the meanings given to them in the Finance Contract.
|
1.02B
|
Any reference in this Deed of Guarantee and Indemnity to:
|
(a)
|
“
tax
” shall be construed so as to include any tax, levy, impost, duty or other charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); and
|
(b)
|
the “
winding-up
”, “
dissolution
” or “
administration
” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is established or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection from creditors or relief of debtors.
|
1.02C
|
Any reference in Articles 2.09(l), 4.01(c), 4.02(c)(xi), 4.03, 5.01, 5.04, 5.05 and 5.07 of, and Schedule A.1 to, this Deed of Guarantee and Indemnity to:
|
(a)
|
the “
Group
” shall be construed as, in addition to the Borrower, the Guarantor and the Guarantor’s Material Subsidiaries, to also include AGCO GmbH, AGCO SAS, Valtra Oy and AGCO Power Oy.
|
1.03A
|
All definitions and provisions which are incorporated herein by reference to any other document or agreement shall survive the expiry or termination of such document or agreement and any repayment or payment of moneys by the Borrower, any other obligor or other person thereunder. Any amendment, supplement, restatement, novation or replacement to or of any such definition or provision agreed between the parties (in accordance with the Finance Contract and this Deed of Guarantee and Indemnity) to the relevant document or agreement and approved by the Bank in writing shall apply for the purposes of this Deed of Guarantee and Indemnity. Subject thereto, all such definitions and provisions shall be construed by reference to the form of the relevant document or agreement current at the date of this Deed of Guarantee and Indemnity.
|
1.03B
|
Subject to Article 1.03A above, any reference herein to any document or agreement shall be construed as a reference to the same as from time to time amended, supplemented, restated, novated or replaced in accordance with its terms.
|
2.01
|
Payment
|
(a)
|
Immediate recourse
guarantee
|
2.02
|
Waiver of defences
|
(a)
|
any time, waiver or consent granted to, or composition with, the Guarantor, the Borrower or other person;
|
(b)
|
the release of the Guarantor, the Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
|
(c)
|
the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Guarantor, the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
|
(d)
|
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Guarantor, the Borrower or any other person;
|
(e)
|
subject to Article 7, any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of the Finance Contract, this Deed of Guarantee and Indemnity or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under the Finance Contract, this Deed of Guarantee and Indemnity or other document or security;
|
(f)
|
any unenforceability, illegality or invalidity of any obligation of any person under the Finance Contract, this Deed of Guarantee and Indemnity or any other document or security; or
|
(g)
|
any insolvency or similar proceedings.
|
2.03
|
Indemnity
|
2.04
|
Continuing guarantee
|
2.05
|
Reinstatement
|
2.06
|
Deferral of the Guarantor’s rights
|
2.08
|
Application of payments
|
2.09
|
Representations and warranties of the Guarantor
|
(a)
|
it is duly incorporated and validly existing as a corporation under the laws of the State of Delaware, United States of America, and it has power to carry on its business as it is now being conducted and to own its property and other assets;
|
(b)
|
it has the power to execute and deliver, and perform its obligations under, this Deed of Guarantee and Indemnity and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same by it;
|
(c)
|
the b
oard of directors
of the Guarantor is satisfied that the Guarantor is entering into this Deed of Guarantee and Indemnity for the purposes of its business and that its doing so benefits the Guarantor;
|
(d)
|
this Deed of Guarantee and Indemnity constitutes its legally valid, binding and enforceable obligations subject to any qualifications set out in the legal opinions provided to the Bank pursuant to Article 1.04 of the Finance Contract;
|
(e)
|
the execution and delivery of, the performance of its obligations under and compliance with the provisions of, this Deed of Guarantee and Indemnity do not and will not:
|
(i)
|
contravene or conflict with any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;
|
(ii)
|
contravene or conflict with any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Deed of Guarantee and Indemnity; and
|
(iii)
|
contravene or conflict with any provision of its constitutional documents;
|
(f)
|
the latest available consolidated audited financial statements of the Guarantor have been prepared in accordance with Applicable Accounting Standards and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve, to the extent required in accordance with Applicable Accounting Standards, against all the liabilities (actual or contingent) of the Guarantor;
|
(g)
|
there has been no Material Adverse Change since 18 November 2014;
|
(h)
|
no event or circumstance which constitutes an event of default under Article 10.01 of the Finance Contract has occurred and is continuing unremedied or unwaived;
|
(i)
|
no litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it or any of its Subsidiaries any unsatisfied judgement or award which has resulted or is reasonably likely to result in a Material Adverse Change;
|
(j)
|
it has obtained all necessary consents, authorisations, licences or approvals of governmental or public bodies or authorities in connection with this Deed of Guarantee and Indemnity, and in order to lawfully comply with its obligations hereunder, and all such consents, authorisations, licences or approvals are in full force and effect and admissible in evidence;
|
(k)
|
the Borrower, the Guarantor and any Subsidiary are in compliance with Article 6.01 of this Deed of Guarantee and Indemnity;
|
(l)
|
it is in compliance with Article 5.05(e) of this Deed of Guarantee and Indemnity and to the best of its knowledge and belief (having made due and careful enquiry) no material Environmental Claim has been commenced or is threatened against it or any member of the Group in relation to the Project;
|
(m)
|
it will not be required to make any deduction or withholding from any payment it may make under this Deed of Guarantee and Indemnity;
|
(n)
|
under the laws of its jurisdiction of incorporation, the claims of the Bank against it under this Deed of Guarantee and Indemnity will rank at least
pari passu
with the claims of all its other unsecured creditors save those whose claims are preferred by reason of any bankruptcy, insolvency, liquidation or other similar laws of general application;
|
(o)
|
under the laws of its jurisdiction of incorporation, it is not necessary that this Deed of Guarantee and Indemnity be filed, recorded or enrolled with any court or other
|
(p)
|
it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against it for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of a material part of its assets or revenues;
|
(q)
|
in any proceedings taken in its jurisdiction of incorporation in relation to this Deed of Guarantee and Indemnity, the choice of English law as the governing law of this Deed of Guarantee and Indemnity, the submission to the courts of England and any judgment obtained in England will be recognised and enforced, in each case subject to any qualifications set out in the legal opinions provided to the Bank pursuant to Article 1.04 of the Finance Contract; and
|
(r)
|
it has obtained all consents, authorisations, licences or approvals of governmental or public bodies or authorities in connection with its business activities, except where the failure to have such consents, authorisations, licences or approvals could not reasonably be expected to result in a Material Adverse Change, and all such consents, authorisations, licences or approvals are in full force and effect and admissible in evidence.
|
2.10
|
Covenants of the Guarantor
|
(a)
|
the Guarantor shall:
|
(i)
|
not seek to enforce any obligation owed to the Guarantor by the Borrower which arises by virtue of the discharge by the Guarantor of its obligations hereunder;
|
(ii)
|
pay to the Bank all distributions in liquidation or otherwise received by it from or for the account of the Borrower in respect of any obligation referred to in sub-paragraph (i) above; the Bank shall apply such sums to reduce the outstand-ing Guaranteed Sums in such sequence as it may decide;
|
(iii)
|
not exercise any claim for payment against the Borrower or right of subrogation in either case as a result of any payment hereunder to the rights of the Bank under the Finance Contract or any security granted in connection therewith;
|
(iv)
|
not bring legal or other proceedings for an order requiring the Borrower to make any payment or perform any obligation in respect of which the Guarantor has given a guarantee, undertaking or indemnity under this Deed of Guarantee and Indemnity; and
|
(v)
|
not claim or prove as a creditor of the Borrower or any other person or its estate in competition with the Bank.
|
(b)
|
the Guarantor shall hold any monies, rights or security held or received by the Guarantor as a result of the exercise of any such rights of recourse on behalf of, and to the order of, the Bank for application in accordance with the terms of this Deed of Guarantee and Indemnity as if such monies, rights or security were held or received by the Bank under this Deed of Guarantee and Indemnity;
|
(c)
|
the Guarantor shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations of its jurisdiction of incorporation to enable it lawfully to enter into and perform its obligations under this Deed of Guarantee and Indemnity and to ensure the legality, validity, enforceability and admissibility in evidence in its jurisdiction of incorporation and in England of this Deed of Guarantee and Indemnity;
|
(d)
|
the Guarantor shall not take any action which would cause any of the representations made in Article 2.09 above to be untrue in any material respect at any time during the continuation of this Deed of Guarantee and Indemnity;
|
(e)
|
the Guarantor shall notify the Bank of the occurrence of any event which results in or may reasonably be expected to result in any of the representations made in Article 2.09 above being untrue when made or when deemed to be repeated; and
|
(f)
|
the Guarantor shall not change its “centre of main interests” (as that term is used in Article 3(1) of the Council of the European Union Regulation No 1346/2000 on Insolvency Proceedings) from its jurisdiction of incorporation.
|
2.11
|
Acknowledgement
|
3.01
|
Certificate conclusive
|
4.01
|
Information concerning the Project
|
(i)
|
the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this Deed of Guarantee and Indemnity; and
|
(ii)
|
any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project as the Bank may reasonably require within a reasonable time;
|
(b)
|
submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Deed of Guarantee and Indemnity, in respect of,
inter alia
, costs, design, plans, timetable, or the expenditure programme or financing plan for the Project;
|
(c)
|
promptly inform the Bank of:
|
(i)
|
any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Guarantor or any member of the Group or any material Environmental Claim that is to its knowledge commenced, pending or threatened against it or any member of the Group with regard to environmental or other matters affecting the Project;
|
(ii)
|
any fact or event known to the Guarantor, which may substantially prejudice or affect the conditions of execution or operation of the Project;
|
(iii)
|
a genuine allegation, complaint or information with regard to a Criminal Offence related to the Project;
|
(iv)
|
any non-compliance by it or any member of the Group with any Environmental Law applicable to the Project;
|
(v)
|
any non-compliance by it or any member of the Group with any required Environmental Approval applicable to the Project in material respect; and
|
(vi)
|
any suspension, revocation or modification of any Environmental Approval,
|
(a)
|
fauna and flora;
|
(b)
|
soil, water, air, climate and the landscape; and
|
(c)
|
cultural heritage and the built environment,
|
(a)
|
EU law, standards and principles;
|
(b)
|
the national laws and regulations of Germany, Finland and France (as applicable); and
|
(c)
|
applicable international treaties,
|
4.02
|
Information concerning the Guarantor
|
(i)
|
in the event that the Borrower has not already done so in accordance with Article 8.01 (
Information concerning the Borrower
) of the Finance Contract, each year (within 1 (one) month after their publication) the Borrower’s unaudited annual report, balance sheet, profit and loss account certified by the Borrower’s directors and, from time to time, such further information on the Borrower’s general financial situation as the Bank may reasonably require;
|
(ii)
|
as soon as available and in any event within 45 (forty-five) days (plus any extension period obtained by the Guarantor from the U.S. Securities and Exchange Commission for the filing of an equivalent periodic report) after the end of each of the first 3 (three) Fiscal Quarters of each Fiscal Year of the Guarantor, consolidated balance sheets of the Guarantor and its Subsidiaries, as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of the Guarantor and its Subsidiaries, for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail and duly certified (except as to the omission of footnotes and subject to year-end audit adjustments) by an authorized financial officer of the Guarantor as having been prepared in accordance with Applicable Accounting Standards;
|
(iii)
|
together with the financial statements delivered pursuant to (ii) above, a Compliance Certificate, in form and substance satisfactory to the Bank, signed by authorised representatives of the Borrower and the Guarantor confirming compliance with the financial covenants pursuant to Article 6.06A of the Finance Contract and Article 5.14 hereof (including evidence of such compliance and related calculations) and including necessary information for determining the applicable Margin;
|
(iv)
|
as soon as available and in any event within 90 (ninety) days (plus any extension period obtained by the Guarantor from the U.S. Securities and Exchange Commission for the filing of an equivalent periodic report) after the end of each Fiscal Year of the Guarantor, a copy of the annual audit report for such year for the Guarantor and its Subsidiaries, including therein consolidated balance sheets and consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for such Fiscal Year, in each case reported on by KPMG LLC or other independent public accountants of recognized international standing (without a “going concern” or like qualification or exception) to the effect that such consolidated financial statements present fairly in all material respects the financial
|
(v)
|
together with the financial statements delivered pursuant to (iv) above, a Compliance Certificate, in form and substance satisfactory to the Bank, signed by authorised representatives of the Borrower and the Guarantor confirming compliance with the financial covenants pursuant to Article 6.06A of the Finance Contract and Article 5.14 hereof (including evidence of such compliance and related calculations) and including necessary information for determining the applicable Margin; and
|
(vi)
|
from time to time, such further information on the Guarantor’s general financial situation as the Bank may reasonably require;
|
(b)
|
ensure that its accounting records fully reflect the operations relating to the financing, execution and operation of the Project; and
|
(c)
|
inform the Bank immediately of:
|
(i)
|
any material alteration to the constitutional documents of the Borrower after the date of the Finance Contract and of the Guarantor after the date hereof;
|
(ii)
|
any fact which obliges the Borrower, the Guarantor or any other member of the Group to prepay any financial indebtedness in the amount in excess of USD 50,000,000 in the aggregate or any EU funding, except when such prepayment is (A) made by the Borrower, the Guarantor or any other member of the Group on a voluntary basis or when early redemption at the discretion of the Borrower, the Guarantor or any other member of the Group, as issuers, was originally foreseen in the documentation of the relevant capital markets instrument or (B) the result of the sale or other disposition of assets which secure such indebtedness;
|
(iii)
|
any event or decision that constitutes or may result in the events described in Article 4.03A of the Finance Contract;
|
(iv)
|
any intention on its part, or that of the Borrower or any Subsidiary, to create, incur, assume or suffer to exist any Lien on or with respect to any of its properties of any character, or those of the Borrower or any Subsidiary, in favour of a third party, save for Permitted Liens;
|
(v)
|
any intention on its part, or that of the Borrower or any Subsidiary, to relinquish ownership of any material component of the Project, save as permitted pursuant to this Deed of Guarantee and Indemnity;
|
(vi)
|
any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Guarantor under this Deed of Guarantee and Indemnity;
|
(vii)
|
any event listed in Article 10.01 of the Finance Contract having occurred or being imminent;
|
(viii)
|
any litigation, arbitration, administrative proceedings or investigation, which is current, threatened or pending, which might reasonably be expected to result in a Material Adverse Change;
|
(ix)
|
any event or decision that constitutes or may result in an event described in Article 5.06, other than those described in Article 5.06(b);
|
(x)
|
any Merger Event; and
|
(xi)
|
any measure taken by the Guarantor or any other member of the Group pursuant to Article 5.05(f).
|
4.03
|
Visits by the Bank
|
(a)
|
to visit the sites, installations and works comprising the Project;
|
(b)
|
to interview representatives of the Borrower, the Guarantor and each member of the Group, and not obstruct contacts with any other person involved in or affected by the Project; and
|
(c)
|
to review the Borrower’s, the Guarantor’s and each member’s of the Group books and records in relation to the execution of the Project and be able to take copies of related documents to the extent permitted by law.
|
5.02
|
Completion of the Project
|
5.03
|
Increased cost of the Project
|
5.04
|
Procurement procedure
|
5.05
|
Continuing Project undertakings
|
(a)
|
Maintenance
: maintain, repair, overhaul and renew all property forming part of the Project as required to keep it in good working order, ordinary wear and tear excepted;
|
(b)
|
Project assets
: unless the Bank has given its prior consent in writing, retain title to and possession of all or substantially all the assets comprising the Project or, as appropriate, replace and renew such assets and maintain the Project in substantially continuous operation in accordance with its original purpose; provided that the Bank may withhold its consent only where the proposed action would prejudice the Bank's interests as lender to the Borrower or would render the Project ineligible for financing by the Bank under its Statute or under Article 309 of the Treaty on the Functioning of the European Union;
|
(c)
|
Insurance
: insure all works and property forming part of the Project with first class insurance companies in accordance with the most comprehensive relevant industry practice;
|
(d)
|
Rights and Permits
: maintain in force all rights of way or use and all permits necessary for the execution and operation of the Project;
|
(e)
|
Environment
:
|
(i)
|
implement and operate the Project in compliance with Environmental Law;
|
(ii)
|
obtain and maintain Environmental Approvals for the Project; and
|
(iii)
|
comply with any such Environmental Approvals in material respect,
|
(f)
|
Integrity
: take, within a reasonable timeframe, appropriate measures in respect of any member of its management bodies who has been convicted by a final and irrevocable court ruling of a Criminal Offence perpetrated in the course of the exercise of his/her professional duties, in order to ensure that such member is excluded from any activity in relation to the Loan or the Project; and
|
(g)
|
State aid
: to the extent the financing of the Project includes state subsidies and/or grants, ensure that the provision of such funds is provided in compliance with all relevant European Union and national law and is duly authorised by the relevant authorities in case a notification is required pursuant to applicable law.
|
5.06
|
Disposal of assets
|
(a)
|
Except as provided below, the Guarantor shall not, and shall procure that neither the Borrower nor any Subsidiary will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily dispose of any part of its assets.
|
(b)
|
Paragraph (a) above does not apply to:
|
(i)
|
sales of Inventory in the ordinary course of its business;
|
(ii)
|
sale or disposition of obsolete, worn-out or surplus equipment in the ordinary course of business;
|
(iii)
|
so long as no Event of Default has occurred and is then continuing, the sale of fixed assets in connection with Tax Incentive Transactions or New Market Tax Credit Transactions;
|
(iv)
|
transfers of assets among the Guarantor and its Subsidiaries in compliance with Article 6.06B of the Finance Contract and Article 5.15 of this Deed of Guarantee and Indemnity;
|
(v)
|
sales of Receivables in connection with factoring arrangements in the ordinary course of business; and
|
(vi)
|
so long as no Event of Default has occurred and is then continuing, the sale of any other assets by the Guarantor or any Subsidiary in an aggregate amount during any Fiscal Year of the Guarantor not exceeding 10% of the Consolidated Net Tangible Assets of the Guarantor as of the last day of such Fiscal Year and (ii) in an aggregate amount during the term of this Deed of Guarantee and Indemnity not exceeding 20% of the Consolidated Net Tangible Assets of the Guarantor at any time,
|
5.07
|
Compliance with laws
|
5.08
|
Change in business
|
5.09
|
Mergers
|
(a)
|
Net Leverage Ratio
. The Guarantor shall not allow, as of the end of each Fiscal Quarter, the Net Leverage Ratio to exceed 3.00 to 1.00.
|
(b)
|
Interest Coverage Ratio
. The Guarantor shall maintain, as of the end of each Fiscal Quarter, an Interest Coverage Ratio of not less than 3.00 to 1.00.
|
(a)
|
Indebtedness under the AGCO Credit Agreement;
|
(b)
|
unsecured Indebtedness of the Guarantor under the 2036 Senior Subordinated Notes Documents and Senior Debt Documents, in each case, as of the date of this Deed of Guarantee and Indemnity;
|
(c)
|
unsecured Indebtedness under the European Term Loan Credit Agreement as of the date of this Deed of Guarantee and Indemnity;
|
(d)
|
intercompany Indebtedness among any of the Guarantor and the Subsidiaries; provided, (x) to the extent such Indebtedness is incurred by or an obligation of the Guarantor, such Indebtedness shall be unsecured and, upon the occurrence of an Event of Default, subordinated to the obligations of the Guarantor under this Deed of Guarantee and Indemnity and (y) to the extent such Indebtedness is incurred by or an obligation of the Borrower, such Indebtedness shall be unsecured;
|
(e)
|
Indebtedness incurred in connection with a New Market Tax Credit Transaction in an aggregate amount not to exceed USD 20,000,000;
|
(f)
|
Indebtedness under any Capitalized Leases in existence as of the date of this Deed of Guarantee and Indemnity; and
|
(g)
|
Indebtedness incurred after the date of this Deed of Guarantee and Indemnity so long as (i) no Event of Default exists or would result therefrom, (ii) the Borrower and/or the Guarantor (as applicable) determines after giving effect to the incurrence of such Indebtedness that it is in pro forma compliance with the financial covenants set forth in Article 6.06A of the Finance Contract and/or Article 5.14 of this Deed of Guarantee and Indemnity (as applicable), and (iii) such Indebtedness shall be unsecured except to the extent it is secured by a Permitted Lien. In the event any Indebtedness subject to this clause (g) is a revolving line of credit, the pro forma compliance shall be calculated based upon the maximum facility amount of such revolving credit facility, assuming it is fully drawn, in which case such pro forma compliance shall be satisfied for all future borrowings thereunder up to the amount of such maximum facility amount.
|
(a)
|
the amount of dividends or other distributions with respect to any of its Equity Interests that may be paid by such Subsidiary to the Guarantor or another Subsidiary of the Guarantor,
|
(b)
|
the amount of loans that may be made by such Subsidiary to the Guarantor or another Subsidiary of the Guarantor,
|
(c)
|
the amount of payments by such Subsidiary on Indebtedness owing by such Subsidiary of the Guarantor to the Guarantor or another Subsidiary, or
|
(d)
|
the ability of such Subsidiary to transfer any of its properties or assets to the Guarantor or any other Subsidiary of the Guarantor,
|
(i)
|
restrictions imposed under an agreement for the sale of all of the Equity Interests in a Subsidiary or for the sale of a substantial part of the assets of such Subsidiary, in either case to the extent permitted hereunder and pending the consummation of such sale,
|
(ii)
|
restrictions set forth in the AGCO Credit Agreement, the 2036 Senior Subordinated Notes Documents and the Senior Debt Documents as of the effective date of such documents and any similar restrictions set forth in documents governing Indebtedness permitted under Article 6.06D of the Finance Contract and Article 5.17 of this Deed of Guarantee and Indemnity,
|
(iii)
|
restrictions imposed by applicable law, the Finance Contract or this Deed of Guarantee and Indemnity,
|
(iv)
|
restrictions in any agreement with another Person relating to a joint venture conducted through a Subsidiary of the Guarantor in which such Person is a minority stockholder requiring the consent of such Person to the payment of dividends,
|
(v)
|
with respect to restrictions of the type described in clause (d) above, restrictions under agreements governing Indebtedness secured by a Lien not otherwise prohibited hereunder that limit the right of the debtor to dispose of the assets securing such Indebtedness,
|
(vi)
|
customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (d) above on the property subject to such lease,
|
(vii)
|
customary anti-assignment provisions contained in agreements entered into in the ordinary course of business,
|
(viii)
|
customary subordination of subrogation, contribution and similar claims contained in guaranties permitted under AGCO Credit Agreement and hereunder,
|
(ix)
|
restrictions on the transfer, lease, or license of any property or asset of the Guarantor or any Subsidiary in effect on the date of this Deed of Guarantee and Indemnity that were entered into in the ordinary course of business, and
|
(x)
|
encumbrances or restrictions existing with respect to any Person or the property or assets of such Person acquired by the Guarantor or any Subsidiary of the Guarantor, provided that such encumbrances and restrictions were in existence immediately prior to such acquisition (and not created in contemplation thereof) and are not applicable to any Person or the property or assets of any Person other than such acquired Person or the property or assets of such acquired Person.
|
(a)
|
The Guarantor shall not, and shall ensure that neither the Borrower nor any Subsidiary will, create, incur, assume or suffer to exist any Lien on or with respect to any of its properties of any character, whether now owned or hereafter acquired, except Permitted Liens
|
(b)
|
The Guarantor shall, and shall ensure that the Borrower and any Subsidiary will, request the prior written consent of the Bank to create, incur, assume or suffer to exist any Lien other than a Permitted Lien on or with respect to any of its properties
|
(a)
|
not included in the Finance Contract or this Deed of Guarantee and Indemnity,
|
(b)
|
is stricter than the relevant provisions of the Finance Contract or this Deed of Guarantee and Indemnity, or
|
(c)
|
is otherwise more favourable for third party creditors than the relevant provisions of the Finance Contract or this Deed of Guarantee and Indemnity,
|
(i)
|
any financial indebtedness incurred (x) from banks (other than multilateral development banks/IFIs) or (y) in form of bonds issued by any member of the Group, in each case in non-OECD countries by any member of the Group located and incorporated in a non-OECD country; and
|
(ii)
|
upstream guarantees by Massey Ferguson Corp. and The GSI Group, LLC under the AGCO Credit Agreement in the maximum aggregate amount of up to USD 1,155,000,000.
|
(a)
|
the amendment or variation does not increase the amounts payable by the Guarantor under this Deed of Guarantee and Indemnity or change the conditions under which such amounts are payable in any material respect; or
|
(b)
|
the amendment or variation consists of the extension of time for payment of a Guaranteed Sum of up to 3 (three) months; or
|
(c)
|
the Guarantor has given its prior written consent to the amendment or variation (which the Borrower has previously approved), provided that such consent may not be unreasonably refused or unreasonably delayed,
|
8.01
|
The Guarantor shall bear its own costs of execution and implementation of this Deed of Guarantee and Indemnity and, without prejudice to the terms of Article 2, shall indemnify, reimburse and hold harmless the Bank against all:
|
(a)
|
taxes and fiscal charges, legal costs and other expenses incurred by the Bank in the execution, implementation, amendment or enforcement of this Deed of Guarantee and Indemnity; and
|
(b)
|
losses, charges and expenses to which the Bank may be subject or which it may properly incur under or in connection with the recovery from any person of sums expressed due under, pursuant to or in connection with this Deed of Guarantee and Indemnity.
|
8.02
|
The Guarantor shall make payments under this Deed of Guarantee and Indemnity gross without withholding or deduction on account of tax or fiscal charges, provided that, if the Guarantor is obliged by law to make any such withholding or deduction, the Guarantor shall gross up the payment to the Bank so that the net sum received by the Bank is equal to the sum demanded.
|
10.01
|
Law
|
10.02
|
Jurisdiction
|
(a)
|
The English courts have exclusive jurisdiction to settle any dispute in connection with this Deed of Guarantee and Indemnity.
|
(b)
|
The parties agree that English courts are the most appropriate and convenient courts to settle any such dispute in connection with this Deed of Guarantee and Indemnity.
|
(c)
|
References in this Article 10.02 to a dispute in connection with this Deed of Guarantee and Indemnity include any dispute as to the existence, validity or termination of this Deed of Guarantee and Indemnity.
|
10.03
|
Forum conveniens and enforcement abroad
|
(a)
|
waives any objection it may have to the English courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Deed of Guarantee and Indemnity; and
|
(b)
|
agrees that a judgment or order of an English court in connection with this Deed of Guarantee and Indemnity is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.
|
10.04
|
Waiver of immunity
|
(a)
|
agrees not to claim any immunity from proceedings brought by the Bank against the Guarantor in relation to this Deed of Guarantee and Indemnity and to ensure that no such claim is made on its behalf;
|
(b)
|
consents generally to the giving of any relief or the issue of any process in connection with the proceedings as referred to in paragraph (a) above; and
|
(c)
|
waives all rights of immunity in respect of it or its assets.
|
10.05
|
Agent for service of process
|
(a)
|
The Guarantor hereby irrevocably appoints AGCO Ltd., Abbey Park, Stoneleigh, Kenilworth, CV8 2TQ, UK, as its agent for service of process under this Deed of Guarantee and Indemnity for service of process in any proceedings before the English courts in connection with this Deed of Guarantee and Indemnity.
|
(b)
|
If any person appointed as process agent under paragraph (a) above is unable for any reason to so act or if such appointment is terminated for any reason, the Guarantor must immediately, and in any event within 15 (fifteen) Business Days of the event taking place, appoint another agent on terms acceptable to the Bank. Failing this, the Bank may appoint another process agent for this purpose.
|
(c)
|
To the maximum extent permitted by law, the Guarantor agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
|
(d)
|
This Article 10.05 does not affect any other method of service allowed by law.
|
11.01
|
Invalidity
|
(a)
|
the legality, validity or enforceability in that jurisdiction of any other term of this Deed of Guarantee and Indemnity or the effectiveness in any other respect of the remainder of this Deed of Guarantee and Indemnity in that jurisdiction; or
|
(b)
|
the legality, validity or enforceability in other jurisdictions of that or any other term of this Deed of Guarantee and Indemnity or the effectiveness of this Deed of Guarantee and Indemnity under such other jurisdictions.
|
11.02
|
Potentially avoided payments
|
11.03
|
Currency conversion
|
11.04
|
Currency indemnity
|
11.05
|
Remedies and waivers
|
11.06
|
Rights cumulative
|
11.08
|
Notices
|
11.09
|
Counterparts
|
11.10
|
Entire agreement
|
(a)
|
“Finance Documents”
means this Deed of Guarantee and Indemnity, and the Finance Contract; and
|
(b)
|
“Parties”
means the Borrower, the Guarantor and the Bank.
|
11.11
|
Recitals, Schedules and Annexes
|
Schedule A.1
|
Technical Description
|
Schedule A.2
|
Reporting
|
Annex I
|
Evidence of the Authorisation of the Guarantor to Execute the Deed of Guarantee and Indemnity and Evidence of the Due Authorisation of the Signatories of the Guarantor
|
Executed and delivered as a deed for
EUROPEAN INVESTMENT BANK
acting by its authorised signatories:
|
Executed and delivered as a deed for
AGCO CORPORATION
acting by its authorised signatories:
|
||
E. Kamenitzer
|
W. Jardet
|
A. H. Beck
|
D. K. Williams
|
Witness:
Name: Dita Sole
Address: 98-100, boulevard Konrad Adenauer, Luxembourg L-2950
|
Witness:
Name: Lynnette D. Schoenfeld
Address: 4205 River Green Parkway
Duluth, GA 30096
|
(i) Marktoberdorf, Germany
|
Project name
|
Project description
|
Deliverables
|
X217
|
New emission technology in order to meet COMIIIB (Tier 4 interim) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 4 interim requirements
|
X315
|
New emission technology in order to meet COMIV (Tier 4 final) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 4 final requirements
|
|
New driver place, new hydraulic concept, new features
|
Increase the overall efficiency of the machine
|
|
Capability for bigger tyres
|
Increase scope of application
|
X320
|
New emission technology in order to meet COMV (Tier 5) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 5 requirements
|
|
New engine with increased horse power
|
Increase engine efficiency (fuel)
|
|
CEA Guide implementation
|
Increase efficiency of material usage (seeds, fertilizer, pesticide, fuel, etc.)
|
X515
|
New emission technology in order to meet COMIV (Tier 4 final) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 4 final requirements
|
X520
|
New emission technology in order to meet COMV (Tier 5) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 5 requirements
|
X719
|
New emission technology in order to meet COMV (Tier 5) requirements
|
Reduce nitrogen oxide and particulate matter to meet Tier 5 requirements
|
|
New engine and implementation of new CVT generation (TA190)
|
Increase fuel (energy) efficiency
|
|
Improved/extended automation of driver place
|
Increase operator respectively overall machine efficiency
|
|
CEA Guide implementation
|
Increase efficiency of material usage (seeds, fertilizer, pesticide, fuel, etc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii) Beauvais, France
|
Project name
|
Project description
|
Deliverables
|
Reliability
|
All engineering efforts to cover current product maintenance and reliability improvement. New features requested by product management during serial production
|
|
SRT1 4 cylinder T4 final
|
Due to emission legislation Tier 4 final has to be implemented onto the big 4cyl tractors MF/Challenger/Iseki up to 130kW New CVT installation bringing additional lift capacity and new hydraulic installation
|
New 6700 range T4F compliant
New hydraulic installation with new features. New CVT with new features
|
ERT 4 cylinders T4 final
|
Due to emission legislation Tier 4 final has to be implemented onto the small 4cyl tractors MF/Iseki up to 95kW
|
New 5700 range 4cyl T4F compliant
New hydraulic installation with new features
|
ERT1 4 cylinders T4 final
|
Due to emission legislation Tier 4 final has to be implemented onto the small 4cyl tractors MF up to 80kW. New hydraulic installation. HP increase
|
New 5700 range 4cyl T4F compliant
New hydraulic installation with new features. New front axle suspension.
Max horse power increase
|
SRT2 6 cylinders T5
|
Due to emission legislation Tier 5 has to be implemented onto the 6cyl tractors. In addition the new range has to be compliant with the mother regulation (incl. ABS compatibility)
New range of transmissions and engines. New cab and hood design
|
|
(iii) Suolahti, Finland
|
(iv) Linnavuori, Finland
|
|
|
|
engineering
|
|
|
Reliability
|
Engineering efforts to cover current product maintenance and reliability improvement
|
|
1.
|
Dispatch of information: designation of the responsible person
|
2.
|
Miscellaneous
|
3.
|
Information on the Project’s implementation
|
Document / information
|
Deadline
|
Frequency of reporting
|
Project Progress Report
A brief update on the Technical Description, explaining the reasons for significant changes vs. initial scope;
Update on the date of completion of each of the main Project’s components, explaining reasons for any possible delay;
Update on the cost of the Project, explaining reasons for any possible cost increases vs. initial budgeted cost;
A description of any major issue with impact on the environment;
A short update about the relevant demand and technology trends in the agricultural machinery industry and specifically for the promoter;
Any significant issue that has occurred and any significant risk that may affect the Project’s operation;
Any legal action concerning the Project that may be on-going.
|
March 31
st
, 2017
|
Intermediate report
|
4.
|
Information on the end of works
|
Document / information
|
Date of delivery
to the Bank
|
Project Completion Report, including:
A brief description of the technical characteristics of the Project as completed, explaining the reasons for any significant change;
The date of completion of each of the main Project’s components, explaining reasons for any possible delay;
The final cost of the Project, explaining reasons for any possible cost increases vs. initial budgeted cost;
The number of new jobs created by the Project: both jobs during implementation and permanent new jobs created;
A description of any major issue with impact on the environment;
A short update about the relevant demand and technology trends in the agricultural machinery industry and specifically for the promoter;
The following information for the update of the Bank’s monitoring indicators:
An estimate of the number of FTEs employed by the promoter during the implementation of the R&D project (2015-2018);
An estimate of the number of new jobs created by the promoter (if any) in R&D and operations in Europe over the Project period;
The number of patent applications and patents granted during the period 2015-2018 in relation to the Project or at corporate level (globally);
The number of collaborations with universities and research institutes (Europe);
The promoter’s WACC
1
(average cost of capital - before taxes) and ROIC
2
,
as a proxy for minimum return on investment of RDI at portfolio level, in the period 2015-2018;
Any significant issue that has occurred and any significant risk that may affect the Project’s operation;
Any legal action concerning the Project that may be on-going.
|
March 31
st
, 2019
|
|
|
Language of reports
|
English
|
To:
|
European Investment Bank
|
From:
|
AGCO Corporation / AGCO International Holdings B.V.
|
Date:
|
<>
|
Subject:
|
Finance contract between European Investment Bank and AGCO International Holdings B.V. dated <> (the “Finance Contract”), and Deed of Guarantee and Indemnity between European Investment Bank and AGCO Corporation dated <> (the “Guarantee Agreement”)
|
(i)
|
[
insert details and computations of covenants to be certified
];
|
(ii)
|
[
include other relevant evidence as per Article 8.01(a) of the Finance Contract and Article 4.02(a) of the Guarantee Agreement
].
|
Retainers (1)
|
USD
|
|
|
|
|
Annual Lead Director Retainer (paid only to Lead Director):
|
30,000
|
|
|
|
|
Annual Director Base Retainer (applies to all Directors):
|
100,000
|
|
|
|
|
Annual Committee Chairperson Retainer:
(except Audit Committee and Compensation Committee Chair)
|
15,000
|
|
|
|
|
Annual Audit Committee Chairperson Retainer:
|
25,000
|
|
|
|
|
Annual Compensation Committee Chairperson Retainer:
|
20,000
|
|
Additional Compensation
|
USD
|
|
|
|
|
Annual AGCO Stock Grant Award (2)
|
120,000
|
|
|
|
1)
|
Payments of annual retainers are made in accordance with the following provisions:
|
I)
|
Annual Retainers are paid quarterly in four installments (for ease of calculation purposes quarters are divided into 90 days with a 360 day year).
|
II)
|
Annual Retainers accrue as of the first day of each calendar quarter based on the Board and Committee Membership Roster in effect on that date.
|
III)
|
Annual Retainers are paid in advance during the first month of the given calendar quarter (e.g., January for the first quarter).
|
IV)
|
Changes to Board and Committee Memberships (including Chairpersons) will be reviewed and adjustments made to current quarter's retainer amounts (up or down).
|
V)
|
Any changes in the Retainer amounts due for the current quarter will be reflected in the ensuing quarter's retainer payment.
|
2)
|
Terms applicable to the Stock Grant Award are defined in the 2006 Plan Document. The stock grant equivalent to USD 120,000 is based on closing price on the day of the Annual Shareholder's meeting.
|
AGCO CORP /DE
|
Exhibit 21.1
|
12/31/2014
|
|
|
|
Wholly Owned Subsidiaries of AGCO Corporation
|
Country of Jurisdiction
|
|
|
AGCO Argentina SA
|
Argentina
|
Indamo SA
|
Argentina
|
AGCO Australia Ltd
|
Australia
|
Sparex Australia PTY Ltd
|
Australia
|
AGCO Austria GmbH
|
Austria
|
Sparex Maschinensubehor Handelsgesellschaft m.b.H
|
Austria
|
Sparex Belgium BVBA
|
Belgium
|
AGCO do Brazil Commercio e Industria Ltda
|
Brazil
|
GSI Brasil Industria e Comercio de Equipamentos Agropecuarios Ltd
|
Brazil
|
Tecnoagro Maquinas Agricolas Ltda
|
Brazil
|
Valtra do Brazil Ltda
|
Brazil
|
AGCO Canada Ltd
|
Canada
|
GSI Electronique Inc
|
Canada
|
Sparex Canada Ltd
|
Canada
|
Shanghai GSI Agriculture Equipment Co., Ltd
|
China
|
AGCO GSI (Changzhou) Agriculture Equipment Co., Ltd
|
China
|
AGCO (Changzhou) Agricultural Machinery Co. Ltd
|
China
|
AGCO (Daqing) Agricultural Machinery Co
|
China
|
AGCO Genpowex (Shanghai) Co. Ltd
|
China
|
Beijing AGCO Trading Co., Ltd
|
China
|
AGCO Dafeng (Yanzhou) Agricultural Machinery Co., Ltd
|
China
|
AGCO (China) Investment Co., Ltd.
|
China
|
The GSI Group (Shanghai) Co. Ltd
|
China
|
AGCO A/S
|
Denmark
|
AGCO Danmark A/S
|
Denmark
|
Sparex Limited ApS
|
Denmark
|
AGCO Power Oy
|
Finland
|
AGCO Suomi Oy
|
Finland
|
Valtra OY AB
|
Finland
|
AGCO Distribution SAS
|
France
|
AGCO France SAS
|
France
|
AGCO SAS
|
France
|
Sparex S.A.R.L.
|
France
|
AGCO Deutschland GmbH
|
Germany
|
AGCO Deutschland Limited & Co. KG
|
Germany
|
AGCO GmbH
|
Germany
|
AGCO Hohenmölsen GmbH
|
Germany
|
Fella Werke GmbH
|
Germany
|
Fendt GmbH
|
Germany
|
Fendt Immobilien GmbH
|
Germany
|
Sparex Handels-Und Vertriebs GmbH
|
Germany
|
Valtra Deutschland GmbH
|
Germany
|
AGCO Holdings (Hong Kong) Ltd
|
Hong Kong
|
AGCO Hungary Kft
|
Hungary
|
GSI Hungary Kft
|
Hungary
|
AGCO Trading (India) Private Ltd
|
India
|
Sparex (Tractor Accessories) Ltd
|
Ireland
|
AGCO Italia SpA
|
Italy
|
Farmec Srl
|
Italy
|
AGCO Italiana GmbH
|
Italy
|
Laverda AGCO SPA
|
Italy
|
AGCO Luxembourg SARL
|
Luxembourg
|
Cumberland Sales & Services Sdn Bhd
|
Malaysia
|
AGCO GSI Asia Sdn Bhd (formerly Hired Hand Asia Sdn Bhd)
|
Malaysia
|
The GSI Asia Group Sdn. Bhd
|
Malaysia
|
AGCO Mexico S de RL de CV
|
Mexico
|
GSI Cumberland De Mexico Servicios, SA De CV
|
Mexico
|
GSI Cumberland De Mexico, S. De RL De CV
|
Mexico
|
Prestadora de Servicios Mexicana del Bajio, SA de CV
|
Mexico
|
Sparex Mexicana S.A. de CV
|
Mexico
|
Ag-Chem Europe Fertilizer Equipment BV
|
Netherlands
|
Ag-Chem Europe Industrial Equipment BV
|
Netherlands
|
AGCO Holding BV
|
Netherlands
|
AGCO International Holdings BV
|
Netherlands
|
AGCO Netherlands BV
|
Netherlands
|
AGCO R-M (Distribution) Holding BV
|
Netherlands
|
Sparex Limited Vestiging Holland BV
|
Netherlands
|
Valtra International BV
|
Netherlands
|
Sparex New Zealand Ltd
|
New Zealand
|
Eikmaskin AS
|
Norway
|
AGCO Sp Z.o.o
|
Poland
|
Sparex Polska Sp. Z.o.o.
|
Poland
|
Sparex Portugal Importacao e Comercio de Pecas Lda
|
Portugal
|
Valtractor Comercio de Tractores e Maquinas Agricolas SA
|
Portugal
|
AGCO LLC
|
Russia
|
AGCO Machinery LLC
|
Russia
|
AGCO Holdings (Singapore) Pte. Ltd
|
Singapore
|
AGCO Holdings South Africa
|
South Africa
|
AGCO South Africa Pty Ltd
|
South Africa
|
Sparex (Proprietary) Ltd
|
South Africa
|
AGCO Iberia SA
|
Spain
|
Sparex Agrirepuestos SL (Spain)
|
Spain
|
AGCO AB
|
Sweden
|
AGCO International GmbH
|
Switzerland
|
AGCO Tarim Makineleri Ticaret Ltd Sirketi
|
Turkey
|
Ag-Chem (UK) Ltd
|
United Kingdom
|
AGCO Funding Company
|
United Kingdom
|
AGCO International Ltd
|
United Kingdom
|
AGCO Ltd
|
United Kingdom
|
AGCO Machinery Ltd
|
United Kingdom
|
AGCO Manufacturing Ltd
|
United Kingdom
|
AGCO Pension Trust Ltd
|
United Kingdom
|
AGCO Receivables Limited
|
United Kingdom
|
AGCO Services Ltd
|
United Kingdom
|
Anglehawk Ltd
|
United Kingdom
|
Massey Ferguson Executive Pension Trust Ltd
|
United Kingdom
|
Massey Ferguson Staff Pension Trust Ltd
|
United Kingdom
|
Massey Ferguson Works Pension Trust Ltd
|
United Kingdom
|
Sparex Holding Ltd
|
United Kingdom
|
Sparex International Ltd
|
United Kingdom
|
Sparex Ltd
|
United Kingdom
|
Spenco Engineering Company Ltd
|
United Kingdom
|
Valtra Tractors (UK) Ltd
|
United Kingdom
|
Export Market Services LLC
|
United States
|
Massey Ferguson Corp.
|
United States
|
AGCO Jackson Assembly Company
|
United States
|
Sparex, Inc.
|
United States
|
The GSI Group, LLC
|
United States
|
Assumption Leasing Company, Inc.
|
United States
|
Intersystems Holdings, Inc.
|
United States
|
Intersystems International Inc.
|
United States
|
AGCO Zambia Ltd
|
Zambia
|
|
|
|
|
50% or Greater Joint Venture Interests of the Registrant
|
|
|
|
Deutz AGCO Motores SA
|
Argentina
|
Santal Equipamentos SA Comercio e Industria
|
Brazil
|
Groupement International De Mecanique Agricole SA
|
France
|
AGCO - Amity JV, LLC
|
United States
|
|
|
|
|
Less Than 50% Joint Venture Interests of the Registrant
|
|
|
|
Algerian Tractors Company Spa
|
Algeria
|
AGCO Capital Argentina SA
|
Argentina
|
AGCO Finance Pty Limited
|
Australia
|
AGCO Finance GmbH, Landmaschinenleasing
|
Austria
|
AGCO Finance NV
|
Belgium
|
De Lage Landen Participaç
õ
es Limitada
|
Brazil
|
Banco De Lage Landen Brasil S.A.
|
Brazil
|
AGCO Finance Canada, Ltd
|
Canada
|
AGCO Finance S.N.C
|
France
|
AGCO Finance GmbH
|
Germany
|
Tractors and Farm Equipment Ltd
|
India
|
AGCO Finance Limited
|
Ireland
|
Libyan Tractor and Agricultural Commodities Company
|
Libya
|
Compagnie Maghebine de Materials Agricoles et Industriels SA
|
Morocco
|
AGCO Finance B.V.
|
Netherlands
|
AGCO-RM (Manufacturing) Holding BV
|
Netherlands
|
AGCO Finance Limited
|
New Zealand
|
AGCO Finance Sp.z.o.o.
|
Poland
|
AGCO Finance LLC
|
Russia
|
AGCO Finance AG
|
Switzerland
|
AGCO Finance Limited
|
United Kingdom
|
AGCO Finance LLC
|
United States
|
Signature
|
|
Date
|
|
|
|
/s/ Martin Richenhagen
|
|
February 27, 2015
|
Martin Richenhagen
|
|
|
|
|
|
/s/ Roy V. Armes
|
|
February 27, 2015
|
Roy V. Armes
|
|
|
|
|
|
/s/ Michael C. Arnold
|
|
February 27, 2015
|
Michael C. Arnold
|
|
|
|
|
|
/s/ P. George Benson
|
|
February 27, 2015
|
P. George Benson
|
|
|
|
|
|
/s/ Wolfgang Deml
|
|
February 27, 2015
|
Wolfgang Deml
|
|
|
|
|
|
/s/ Luiz F. Furlan
|
|
February 27, 2015
|
Luiz F. Furlan
|
|
|
|
|
|
/s/ George E. Minnich
|
|
February 27, 2015
|
George E. Minnich
|
|
|
|
|
|
/s/ Gerald L. Shaheen
|
|
February 27, 2015
|
Gerald L. Shaheen
|
|
|
|
|
|
/s/ Mallika Srinivasan
|
|
February 27, 2015
|
Mallika Srinivasan
|
|
|
|
|
|
/s/ Hendrikus Visser
|
|
February 27, 2015
|
Hendrikus Visser
|
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
February 27, 2015
|
|
|
|
|
|
|
/s/ Martin Richenhagen
|
|
|
Martin Richenhagen
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
February 27, 2015
|
|
|
|
|
|
|
/s/ Andrew H. Beck
|
|
|
Andrew H. Beck
|
|
|
Senior Vice President and Chief Financial Officer
|
|
/s/ Martin Richenhagen
|
|
|
Martin Richenhagen
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
February 27, 2015
|
|
|
|
|
|
/s/Andrew H. Beck
|
|
|
Andrew H. Beck
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
February 27, 2015
|
|