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Numbers
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 2.
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Item 6.
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PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
498.2
|
|
|
$
|
363.7
|
|
Accounts and notes receivable, net
|
1,047.2
|
|
|
963.8
|
|
||
Inventories, net
|
1,816.3
|
|
|
1,750.7
|
|
||
Deferred tax assets
|
207.0
|
|
|
217.2
|
|
||
Other current assets
|
220.9
|
|
|
232.5
|
|
||
Total current assets
|
3,789.6
|
|
|
3,527.9
|
|
||
Property, plant and equipment, net
|
1,415.4
|
|
|
1,530.4
|
|
||
Investment in affiliates
|
421.5
|
|
|
424.1
|
|
||
Deferred tax assets
|
22.0
|
|
|
25.8
|
|
||
Other assets
|
136.4
|
|
|
141.1
|
|
||
Intangible assets, net
|
536.2
|
|
|
553.8
|
|
||
Goodwill
|
1,149.3
|
|
|
1,192.8
|
|
||
Total assets
|
$
|
7,470.4
|
|
|
$
|
7,395.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
77.5
|
|
|
$
|
94.3
|
|
Senior term loan
|
222.9
|
|
|
—
|
|
||
Accounts payable
|
765.6
|
|
|
670.2
|
|
||
Accrued expenses
|
1,144.0
|
|
|
1,244.1
|
|
||
Other current liabilities
|
163.3
|
|
|
208.3
|
|
||
Total current liabilities
|
2,373.3
|
|
|
2,216.9
|
|
||
Long-term debt, less current portion
|
1,215.5
|
|
|
997.6
|
|
||
Pensions and postretirement health care benefits
|
249.9
|
|
|
269.0
|
|
||
Deferred tax liabilities
|
234.5
|
|
|
238.8
|
|
||
Other noncurrent liabilities
|
183.4
|
|
|
176.7
|
|
||
Total liabilities
|
4,256.6
|
|
|
3,899.0
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|
||
AGCO Corporation stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2015 and 2014
|
—
|
|
|
—
|
|
||
Common stock; $0.01 par value, 150,000,000 shares authorized, 87,142,543 and 89,146,093 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
|
0.9
|
|
|
0.9
|
|
||
Additional paid-in capital
|
458.7
|
|
|
582.5
|
|
||
Retained earnings
|
3,887.5
|
|
|
3,771.6
|
|
||
Accumulated other comprehensive loss
|
(1,181.9
|
)
|
|
(906.5
|
)
|
||
Total AGCO Corporation stockholders’ equity
|
3,165.2
|
|
|
3,448.5
|
|
||
Noncontrolling interests
|
48.6
|
|
|
48.4
|
|
||
Total stockholders’ equity
|
3,213.8
|
|
|
3,496.9
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,470.4
|
|
|
$
|
7,395.9
|
|
|
|
|
|
||||
|
Three Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Net sales
|
$
|
2,069.3
|
|
|
$
|
2,750.3
|
|
Cost of goods sold
|
1,619.7
|
|
|
2,118.8
|
|
||
Gross profit
|
449.6
|
|
|
631.5
|
|
||
Selling, general and administrative expenses
|
213.1
|
|
|
262.3
|
|
||
Engineering expenses
|
71.7
|
|
|
92.5
|
|
||
Restructuring and other infrequent expenses
|
4.0
|
|
|
—
|
|
||
Amortization of intangibles
|
10.9
|
|
|
10.0
|
|
||
Income from operations
|
149.9
|
|
|
266.7
|
|
||
Interest expense, net
|
11.3
|
|
|
15.7
|
|
||
Other expense, net
|
9.5
|
|
|
12.9
|
|
||
Income before income taxes and equity in net earnings of affiliates
|
129.1
|
|
|
238.1
|
|
||
Income tax provision
|
37.9
|
|
|
83.2
|
|
||
Income before equity in net earnings of affiliates
|
91.2
|
|
|
154.9
|
|
||
Equity in net earnings of affiliates
|
14.4
|
|
|
11.1
|
|
||
Net income
|
105.6
|
|
|
166.0
|
|
||
Net loss attributable to noncontrolling interests
|
1.5
|
|
|
2.2
|
|
||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
107.1
|
|
|
$
|
168.2
|
|
Net income per common share attributable to AGCO Corporation and subsidiaries:
|
|
|
|
|
|
||
Basic
|
$
|
1.22
|
|
|
$
|
1.79
|
|
Diluted
|
$
|
1.22
|
|
|
$
|
1.77
|
|
Cash dividends declared and paid per common share
|
$
|
0.12
|
|
|
$
|
0.11
|
|
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
||
Basic
|
87.6
|
|
|
93.9
|
|
||
Diluted
|
87.7
|
|
|
95.1
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Net sales
|
$
|
3,771.9
|
|
|
$
|
5,083.7
|
|
Cost of goods sold
|
2,974.4
|
|
|
3,937.3
|
|
||
Gross profit
|
797.5
|
|
|
1,146.4
|
|
||
Selling, general and administrative expenses
|
424.3
|
|
|
529.3
|
|
||
Engineering expenses
|
140.5
|
|
|
174.7
|
|
||
Restructuring and other infrequent expenses
|
14.6
|
|
|
—
|
|
||
Amortization of intangibles
|
21.4
|
|
|
20.0
|
|
||
Income from operations
|
196.7
|
|
|
422.4
|
|
||
Interest expense, net
|
21.5
|
|
|
29.6
|
|
||
Other expense, net
|
19.3
|
|
|
24.1
|
|
||
Income before income taxes and equity in net earnings of affiliates
|
155.9
|
|
|
368.7
|
|
||
Income tax provision
|
48.5
|
|
|
129.6
|
|
||
Income before equity in net earnings of affiliates
|
107.4
|
|
|
239.1
|
|
||
Equity in net earnings of affiliates
|
28.1
|
|
|
26.1
|
|
||
Net income
|
135.5
|
|
|
265.2
|
|
||
Net loss attributable to noncontrolling interests
|
1.7
|
|
|
2.6
|
|
||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
137.2
|
|
|
$
|
267.8
|
|
Net income per common share attributable to AGCO Corporation and subsidiaries:
|
|
|
|
|
|
||
Basic
|
$
|
1.55
|
|
|
$
|
2.83
|
|
Diluted
|
$
|
1.55
|
|
|
$
|
2.79
|
|
Cash dividends declared and paid per common share
|
$
|
0.24
|
|
|
$
|
0.22
|
|
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
||
Basic
|
88.2
|
|
|
94.6
|
|
||
Diluted
|
88.3
|
|
|
95.9
|
|
||
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Net income
|
$
|
105.6
|
|
|
$
|
166.0
|
|
Other comprehensive income, net of reclassification adjustments:
|
|
|
|
||||
Foreign currency translation adjustments
|
65.9
|
|
|
23.1
|
|
||
Defined benefit pension plans, net of tax
|
2.2
|
|
|
1.9
|
|
||
Unrealized gain (loss) on derivatives, net of tax
|
0.1
|
|
|
(1.2
|
)
|
||
Other comprehensive income, net of reclassification adjustments
|
68.2
|
|
|
23.8
|
|
||
Comprehensive income
|
173.8
|
|
|
189.8
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
0.8
|
|
|
2.2
|
|
||
Comprehensive income attributable to AGCO Corporation and subsidiaries
|
$
|
174.6
|
|
|
$
|
192.0
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Net income
|
$
|
135.5
|
|
|
$
|
265.2
|
|
Other comprehensive (loss) income, net of reclassification adjustments:
|
|
|
|
||||
Foreign currency translation adjustments
|
(278.3
|
)
|
|
61.5
|
|
||
Defined benefit pension plans, net of tax
|
4.4
|
|
|
3.7
|
|
||
Unrealized loss on derivatives, net of tax
|
(1.5
|
)
|
|
(0.1
|
)
|
||
Other comprehensive (loss) income, net of reclassification adjustments
|
(275.4
|
)
|
|
65.1
|
|
||
Comprehensive (loss) income
|
(139.9
|
)
|
|
330.3
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
0.9
|
|
|
2.9
|
|
||
Comprehensive (loss) income attributable to AGCO Corporation and subsidiaries
|
$
|
(139.0
|
)
|
|
$
|
333.2
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
135.5
|
|
|
$
|
265.2
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation
|
108.2
|
|
|
119.3
|
|
||
Deferred debt issuance cost amortization
|
1.2
|
|
|
1.8
|
|
||
Amortization of intangibles
|
21.4
|
|
|
20.0
|
|
||
Stock compensation
|
7.1
|
|
|
11.8
|
|
||
Equity in net earnings of affiliates, net of cash received
|
(22.9
|
)
|
|
(19.6
|
)
|
||
Deferred income tax provision
|
(3.0
|
)
|
|
8.6
|
|
||
Other
|
(0.2
|
)
|
|
2.1
|
|
||
Changes in operating assets and liabilities, net of effects from purchase of businesses:
|
|
|
|
|
|
||
Accounts and notes receivable, net
|
(147.4
|
)
|
|
(271.4
|
)
|
||
Inventories, net
|
(170.9
|
)
|
|
(418.1
|
)
|
||
Other current and noncurrent assets
|
(33.1
|
)
|
|
(37.2
|
)
|
||
Accounts payable
|
149.5
|
|
|
12.6
|
|
||
Accrued expenses
|
(17.4
|
)
|
|
8.6
|
|
||
Other current and noncurrent liabilities
|
—
|
|
|
42.1
|
|
||
Total adjustments
|
(107.5
|
)
|
|
(519.4
|
)
|
||
Net cash provided by (used in) operating activities
|
28.0
|
|
|
(254.2
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(101.3
|
)
|
|
(155.5
|
)
|
||
Proceeds from sale of property, plant and equipment
|
0.8
|
|
|
1.5
|
|
||
Purchase of businesses, net of cash acquired
|
(18.6
|
)
|
|
(0.1
|
)
|
||
Investment in unconsolidated affiliates
|
(5.2
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(124.3
|
)
|
|
(154.1
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from debt obligations, net
|
432.9
|
|
|
51.9
|
|
||
Purchases and retirement of common stock
|
(125.0
|
)
|
|
(290.0
|
)
|
||
Payment of dividends to stockholders
|
(21.3
|
)
|
|
(20.6
|
)
|
||
Payment of minimum tax withholdings on stock compensation
|
(6.0
|
)
|
|
(11.9
|
)
|
||
Payment of debt issuance costs
|
(0.7
|
)
|
|
(1.3
|
)
|
||
Conversion of convertible senior subordinated notes
|
—
|
|
|
(49.7
|
)
|
||
Distribution to noncontrolling interests
|
—
|
|
|
(2.0
|
)
|
||
Net cash provided by (used in) financing activities
|
279.9
|
|
|
(323.6
|
)
|
||
Effects of exchange rate changes on cash and cash equivalents
|
(49.1
|
)
|
|
8.0
|
|
||
Increase (decrease) in cash and cash equivalents
|
134.5
|
|
|
(723.9
|
)
|
||
Cash and cash equivalents, beginning of period
|
363.7
|
|
|
1,047.2
|
|
||
Cash and cash equivalents, end of period
|
$
|
498.2
|
|
|
$
|
323.3
|
|
Intangible Asset
|
|
Amount
|
|
Weighted-Average
Useful Life
|
|||
Customer relationships
|
|
$
|
4.1
|
|
|
10
|
years
|
Technology
|
|
3.6
|
|
|
10
|
years
|
|
Trademarks
|
|
1.9
|
|
|
10
|
years
|
|
|
|
$
|
9.6
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of goods sold
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
Selling, general and administrative expenses
|
|
4.7
|
|
|
5.3
|
|
|
6.9
|
|
|
11.2
|
|
||||
Total stock compensation expense
|
|
$
|
5.0
|
|
|
$
|
5.6
|
|
|
$
|
7.4
|
|
|
$
|
12.0
|
|
Shares awarded but not vested at January 1
|
—
|
|
Shares awarded
|
142,150
|
|
Shares forfeited
|
(1,150
|
)
|
Shares vested
|
—
|
|
Shares awarded but not vested at June 30
|
141,000
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Weighted average grant-date fair value
|
$
|
7.41
|
|
|
$
|
13.13
|
|
Weighted average assumptions under Black-Scholes option pricing model:
|
|
|
|
|
|
||
Expected life of awards (years)
|
3.0
|
|
|
3.0
|
|
||
Risk-free interest rate
|
0.9
|
%
|
|
0.9
|
%
|
||
Expected volatility
|
25.9
|
%
|
|
35.7
|
%
|
||
Expected dividend yield
|
1.1
|
%
|
|
0.8
|
%
|
SSARs outstanding at January 1
|
|
1,220,824
|
|
SSARs granted
|
|
325,200
|
|
SSARs exercised
|
|
(36,750
|
)
|
SSARs canceled or forfeited
|
|
(83,400
|
)
|
SSARs outstanding at June 30
|
|
1,425,874
|
|
SSAR price ranges per share:
|
|
|
|
Granted
|
$
|
43.88
|
|
Exercised
|
|
21.45-33.65
|
|
Canceled or forfeited
|
|
56.98
|
|
Weighted average SSAR exercise prices per share:
|
|
|
|
Granted
|
$
|
43.88
|
|
Exercised
|
|
25.02
|
|
Canceled or forfeited
|
|
56.98
|
|
Outstanding at June 30
|
|
49.10
|
|
|
|
SSARs Outstanding
|
|
SSARs Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number of
Shares
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Weighted Average
Exercise Price
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
||||||
$21.45 – $32.01
|
|
27,500
|
|
|
0.7
|
|
$
|
22.51
|
|
|
27,500
|
|
|
$
|
22.51
|
|
$33.65 – $43.88
|
|
443,100
|
|
|
5.2
|
|
$
|
41.22
|
|
|
117,175
|
|
|
$
|
33.83
|
|
$47.89 – $63.64
|
|
955,274
|
|
|
4.4
|
|
$
|
53.52
|
|
|
539,552
|
|
|
$
|
52.92
|
|
|
|
1,425,874
|
|
|
|
|
|
|
684,227
|
|
|
$
|
48.43
|
|
|
Trademarks and
Tradenames
|
|
Customer
Relationships
|
|
Patents and
Technology
|
|
Land Use Rights
|
|
Total
|
||||||||||
Gross carrying amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2014
|
$
|
123.5
|
|
|
$
|
513.8
|
|
|
$
|
94.0
|
|
|
$
|
9.7
|
|
|
$
|
741.0
|
|
Acquisition
|
1.9
|
|
|
4.1
|
|
|
3.6
|
|
|
—
|
|
|
9.6
|
|
|||||
Foreign currency translation
|
(1.0
|
)
|
|
(11.4
|
)
|
|
(3.6
|
)
|
|
0.2
|
|
|
(15.8
|
)
|
|||||
Balance as of June 30, 2015
|
$
|
124.4
|
|
|
$
|
506.5
|
|
|
$
|
94.0
|
|
|
$
|
9.9
|
|
|
$
|
734.8
|
|
|
Trademarks and
Tradenames
|
|
Customer
Relationships
|
|
Patents and
Technology
|
|
Land Use Rights
|
|
Total
|
||||||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2014
|
$
|
36.4
|
|
|
$
|
180.8
|
|
|
$
|
56.1
|
|
|
$
|
2.9
|
|
|
$
|
276.2
|
|
Amortization expense
|
3.3
|
|
|
16.1
|
|
|
1.9
|
|
|
0.1
|
|
|
21.4
|
|
|||||
Foreign currency translation
|
(0.2
|
)
|
|
(9.1
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(12.9
|
)
|
|||||
Balance as of June 30, 2015
|
$
|
39.5
|
|
|
$
|
187.8
|
|
|
$
|
54.4
|
|
|
$
|
3.0
|
|
|
$
|
284.7
|
|
|
Trademarks and
Tradenames
|
||
Indefinite-lived intangible assets:
|
|
|
|
Balance as of December 31, 2014
|
$
|
89.0
|
|
Foreign currency translation
|
(2.9
|
)
|
|
Balance as of June 30, 2015
|
$
|
86.1
|
|
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/
Pacific
|
|
Consolidated
|
||||||||||
Balance as of December 31, 2014
|
$
|
513.6
|
|
|
$
|
169.7
|
|
|
$
|
454.6
|
|
|
$
|
54.9
|
|
|
$
|
1,192.8
|
|
Acquisition
|
5.4
|
|
|
—
|
|
|
2.1
|
|
|
3.2
|
|
|
10.7
|
|
|||||
Foreign currency translation
|
—
|
|
|
(24.1
|
)
|
|
(28.7
|
)
|
|
(1.4
|
)
|
|
(54.2
|
)
|
|||||
Balance as of June 30, 2015
|
$
|
519.0
|
|
|
$
|
145.6
|
|
|
$
|
428.0
|
|
|
$
|
56.7
|
|
|
$
|
1,149.3
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
4
1
/
2
% Senior term loan due 2016
|
$
|
222.9
|
|
|
$
|
242.0
|
|
Credit facility, expiring 2020
|
620.0
|
|
|
404.4
|
|
||
1.056%
Senior term loan due 2020
|
222.9
|
|
|
—
|
|
||
5
7
/
8
% Senior notes due 2021
|
300.0
|
|
|
300.0
|
|
||
Other long-term debt
|
150.1
|
|
|
145.5
|
|
||
|
1,515.9
|
|
|
1,091.9
|
|
||
Less: Current portion of long-term debt
|
(77.5
|
)
|
|
(94.3
|
)
|
||
4
1
/
2
% Senior term loan due 2016
|
(222.9
|
)
|
|
—
|
|
||
Total indebtedness, less current portion
|
$
|
1,215.5
|
|
|
$
|
997.6
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Finished goods
|
$
|
705.8
|
|
|
$
|
616.6
|
|
Repair and replacement parts
|
563.5
|
|
|
536.4
|
|
||
Work in process
|
135.9
|
|
|
130.5
|
|
||
Raw materials
|
411.1
|
|
|
467.2
|
|
||
Inventories, net
|
$
|
1,816.3
|
|
|
$
|
1,750.7
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Balance at beginning of period
|
$
|
252.9
|
|
|
$
|
305.0
|
|
|
$
|
284.6
|
|
|
$
|
294.9
|
|
Accruals for warranties issued during the period
|
43.3
|
|
|
43.3
|
|
|
77.3
|
|
|
98.9
|
|
||||
Settlements made (in cash or in kind) during the period
|
(42.2
|
)
|
|
(44.7
|
)
|
|
(87.1
|
)
|
|
(90.8
|
)
|
||||
Foreign currency translation
|
7.3
|
|
|
0.3
|
|
|
(13.5
|
)
|
|
0.9
|
|
||||
Balance at June 30
|
$
|
261.3
|
|
|
$
|
303.9
|
|
|
$
|
261.3
|
|
|
$
|
303.9
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Basic net income per share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
107.1
|
|
|
$
|
168.2
|
|
|
$
|
137.2
|
|
|
$
|
267.8
|
|
Weighted average number of common shares outstanding
|
87.6
|
|
|
93.9
|
|
|
88.2
|
|
|
94.6
|
|
||||
Basic net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
1.22
|
|
|
$
|
1.79
|
|
|
$
|
1.55
|
|
|
$
|
2.83
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
107.1
|
|
|
$
|
168.2
|
|
|
$
|
137.2
|
|
|
$
|
267.8
|
|
Weighted average number of common shares outstanding
|
87.6
|
|
|
93.9
|
|
|
88.2
|
|
|
94.6
|
|
||||
Dilutive SSARs, performance share awards and restricted stock units
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
||||
Weighted average assumed conversion of contingently convertible senior subordinated notes
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share
|
87.7
|
|
|
95.1
|
|
|
88.3
|
|
|
95.9
|
|
||||
Diluted net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
1.22
|
|
|
$
|
1.77
|
|
|
$
|
1.55
|
|
|
$
|
2.79
|
|
|
|
Before-Tax
Amount
|
|
Income
Tax
|
|
After-Tax
Amount
|
||||||
Accumulated derivative net losses as of December 31, 2014
|
|
$
|
(0.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Net changes in fair value of derivatives
|
|
(2.8
|
)
|
|
(0.2
|
)
|
|
(2.6
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
1.2
|
|
|
0.1
|
|
|
1.1
|
|
|||
Accumulated derivative net losses as of June 30, 2015
|
|
$
|
(1.8
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.6
|
)
|
|
Asset Derivatives as of
June 30, 2015
|
|
|
Liability Derivatives as of
June 30, 2015
|
||||||||
|
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
|
|
$
|
1.8
|
|
Derivative instruments not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
9.1
|
|
|
|
Other current liabilities
|
|
8.9
|
|
||
Total derivative instruments
|
|
|
$
|
9.1
|
|
|
|
|
|
$
|
10.7
|
|
|
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
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Stockholders’
Equity
|
||||||||||||
Balance, December 31, 2014
|
$
|
0.9
|
|
|
$
|
582.5
|
|
|
$
|
3,771.6
|
|
|
$
|
(906.5
|
)
|
|
$
|
48.4
|
|
|
$
|
3,496.9
|
|
Stock compensation
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
||||||
Issuance of performance award stock
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
||||||
SSARs exercised
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
137.2
|
|
|
—
|
|
|
(1.7
|
)
|
|
135.5
|
|
||||||
Other comprehensive loss, net of reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(278.3
|
)
|
|
0.8
|
|
|
(277.5
|
)
|
||||||
Defined benefit pension plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
||||||
Unrealized loss on derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||
Payment of dividends to stockholders
|
—
|
|
|
—
|
|
|
(21.3
|
)
|
|
—
|
|
|
—
|
|
|
(21.3
|
)
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
(125.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125.0
|
)
|
||||||
Changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
||||||
Balance, June 30, 2015
|
$
|
0.9
|
|
|
$
|
458.7
|
|
|
$
|
3,887.5
|
|
|
$
|
(1,181.9
|
)
|
|
$
|
48.6
|
|
|
$
|
3,213.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net loss
|
$
|
(1.5
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(2.6
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
0.7
|
|
|
—
|
|
|
0.8
|
|
|
(0.3
|
)
|
||||
Total comprehensive loss
|
$
|
(0.8
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(2.9
|
)
|
|
Defined Benefit Pension Plans
|
|
Deferred Net (Losses) Gains on Derivatives
|
|
Cumulative Translation Adjustment
|
|
Total
|
||||||||
Accumulated other comprehensive loss, December 31, 2014
|
$
|
(253.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(653.1
|
)
|
|
$
|
(906.5
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(2.6
|
)
|
|
(278.3
|
)
|
|
(280.9
|
)
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
4.4
|
|
|
1.1
|
|
|
—
|
|
|
5.5
|
|
||||
Other comprehensive income (loss), net of reclassification adjustments
|
4.4
|
|
|
(1.5
|
)
|
|
(278.3
|
)
|
|
(275.4
|
)
|
||||
Accumulated other comprehensive loss, June 30, 2015
|
$
|
(248.9
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(931.4
|
)
|
|
$
|
(1,181.9
|
)
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item within the Condensed Consolidated Statements of Operations
|
||||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Three months ended June 30, 2015
(1)
|
|
Three months ended June 30, 2014
(1)
|
|||||
Net losses (gains) on cash flow hedges
|
|
$
|
0.9
|
|
|
$
|
(0.2
|
)
|
Cost of goods sold
|
|
|
(0.1
|
)
|
|
0.1
|
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
0.8
|
|
|
$
|
(0.1
|
)
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
||||
Amortization of net actuarial loss
|
|
$
|
2.8
|
|
|
$
|
2.2
|
|
(2)
|
Amortization of prior service cost
|
|
0.2
|
|
|
0.3
|
|
(2)
|
||
Reclassification before tax
|
|
3.0
|
|
|
2.5
|
|
|
||
|
|
(0.8
|
)
|
|
(0.6
|
)
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
2.2
|
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
|
$
|
3.0
|
|
|
$
|
1.8
|
|
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item within the Condensed Consolidated Statements of Operations
|
||||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Six months ended June 30, 2015
(1)
|
|
Six months ended June 30, 2014
(1)
|
|||||
Net losses (gains) on cash flow hedges
|
|
$
|
1.2
|
|
|
$
|
(0.1
|
)
|
Cost of goods sold
|
|
|
(0.1
|
)
|
|
0.1
|
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
||||
Amortization of net actuarial loss
|
|
$
|
5.6
|
|
|
$
|
4.4
|
|
(2)
|
Amortization of prior service cost
|
|
0.3
|
|
|
0.5
|
|
(2)
|
||
Reclassification before tax
|
|
5.9
|
|
|
4.9
|
|
|
||
|
|
(1.5
|
)
|
|
(1.2
|
)
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
4.4
|
|
|
$
|
3.7
|
|
|
|
|
|
|
|
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
|
$
|
5.5
|
|
|
$
|
3.7
|
|
|
|
|
Three Months Ended June 30,
|
||||||
Pension benefits
|
|
2015
|
|
2014
|
||||
Service cost
|
|
$
|
4.6
|
|
|
$
|
4.3
|
|
Interest cost
|
|
7.8
|
|
|
9.4
|
|
||
Expected return on plan assets
|
|
(11.1
|
)
|
|
(11.2
|
)
|
||
Amortization of net actuarial loss
|
|
2.8
|
|
|
2.2
|
|
||
Amortization of prior service cost
|
|
0.1
|
|
|
0.2
|
|
||
Net periodic pension cost
|
|
$
|
4.2
|
|
|
$
|
4.9
|
|
|
|
Three Months Ended June 30,
|
||||||
Postretirement benefits
|
|
2015
|
|
2014
|
||||
Interest cost
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Amortization of prior service cost
|
|
0.1
|
|
|
0.1
|
|
||
Net periodic postretirement benefit cost
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
|
Six Months Ended June 30,
|
||||||
Pension benefits
|
|
2015
|
|
2014
|
||||
Service cost
|
|
$
|
9.3
|
|
|
$
|
8.6
|
|
Interest cost
|
|
15.6
|
|
|
18.8
|
|
||
Expected return on plan assets
|
|
(22.2
|
)
|
|
(22.4
|
)
|
||
Amortization of net actuarial loss
|
|
5.6
|
|
|
4.4
|
|
||
Amortization of prior service cost
|
|
0.2
|
|
|
0.4
|
|
||
Net periodic pension cost
|
|
$
|
8.5
|
|
|
$
|
9.8
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
Postretirement benefits
|
|
2015
|
|
2014
|
||||
Service cost
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
|
0.7
|
|
|
0.8
|
|
||
Amortization of prior service cost
|
|
0.1
|
|
|
0.1
|
|
||
Net periodic postretirement benefit cost
|
|
$
|
0.8
|
|
|
$
|
1.0
|
|
|
|
|
|
|
|
|
Before-Tax
Amount
|
|
Income
Tax
|
|
After-Tax
Amount
|
||||||
Accumulated other comprehensive loss as of December 31, 2014
|
|
$
|
(341.5
|
)
|
|
$
|
(88.2
|
)
|
|
$
|
(253.3
|
)
|
Amortization of net actuarial loss
|
|
5.6
|
|
|
1.4
|
|
|
4.2
|
|
|||
Amortization of prior service cost
|
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|||
Accumulated other comprehensive loss as of June 30, 2015
|
|
$
|
(335.6
|
)
|
|
$
|
(86.7
|
)
|
|
$
|
(248.9
|
)
|
|
As of June 30, 2015
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
9.1
|
|
$
|
—
|
|
$
|
9.1
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
10.7
|
|
$
|
—
|
|
$
|
10.7
|
|
|
As of December 31, 2014
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
11.3
|
|
$
|
—
|
|
$
|
11.3
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
20.5
|
|
$
|
—
|
|
$
|
20.5
|
|
Three Months Ended June 30,
|
|
North
America |
|
South
America |
|
Europe/Africa/
Middle East |
|
Asia/
Pacific |
|
Consolidated
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
563.1
|
|
|
$
|
280.3
|
|
|
$
|
1,137.0
|
|
|
$
|
88.9
|
|
|
$
|
2,069.3
|
|
Income (loss) from operations
|
|
58.0
|
|
|
15.2
|
|
|
134.6
|
|
|
(10.9
|
)
|
|
196.9
|
|
|||||
Depreciation
|
|
15.2
|
|
|
5.5
|
|
|
30.6
|
|
|
2.8
|
|
|
54.1
|
|
|||||
Capital expenditures
|
|
9.0
|
|
|
3.1
|
|
|
17.4
|
|
|
8.9
|
|
|
38.4
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
686.2
|
|
|
$
|
440.2
|
|
|
$
|
1,521.9
|
|
|
$
|
102.0
|
|
|
$
|
2,750.3
|
|
Income (loss) from operations
|
|
95.5
|
|
|
29.9
|
|
|
188.1
|
|
|
(3.3
|
)
|
|
310.2
|
|
|||||
Depreciation
|
|
14.4
|
|
|
6.6
|
|
|
35.3
|
|
|
3.6
|
|
|
59.9
|
|
|||||
Capital expenditures
|
|
11.5
|
|
|
10.2
|
|
|
21.4
|
|
|
11.2
|
|
|
54.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/
Pacific
|
|
Consolidated
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,035.6
|
|
|
$
|
529.3
|
|
|
$
|
2,045.1
|
|
|
$
|
161.9
|
|
|
$
|
3,771.9
|
|
Income (loss) from operations
|
|
75.5
|
|
|
28.3
|
|
|
215.1
|
|
|
(22.9
|
)
|
|
296.0
|
|
|||||
Depreciation
|
|
30.5
|
|
|
11.5
|
|
|
60.4
|
|
|
5.8
|
|
|
108.2
|
|
|||||
Capital expenditures
|
|
26.0
|
|
|
10.0
|
|
|
47.3
|
|
|
18.0
|
|
|
101.3
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,333.7
|
|
|
$
|
793.8
|
|
|
$
|
2,757.8
|
|
|
$
|
198.4
|
|
|
$
|
5,083.7
|
|
Income (loss) from operations
|
|
151.0
|
|
|
57.8
|
|
|
309.0
|
|
|
(4.6
|
)
|
|
513.2
|
|
|||||
Depreciation
|
|
29.4
|
|
|
12.8
|
|
|
70.2
|
|
|
6.9
|
|
|
119.3
|
|
|||||
Capital expenditures
|
|
36.7
|
|
|
16.5
|
|
|
82.1
|
|
|
20.2
|
|
|
155.5
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of June 30, 2015
|
|
$
|
1,041.6
|
|
|
$
|
648.7
|
|
|
$
|
2,019.9
|
|
|
$
|
398.1
|
|
|
$
|
4,108.3
|
|
As of December 31, 2014
|
|
$
|
1,026.9
|
|
|
$
|
719.8
|
|
|
$
|
2,036.0
|
|
|
$
|
353.8
|
|
|
$
|
4,136.5
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment income from operations
|
$
|
196.9
|
|
|
$
|
310.2
|
|
|
$
|
296.0
|
|
|
$
|
513.2
|
|
Corporate expenses
|
(27.4
|
)
|
|
(28.2
|
)
|
|
(56.4
|
)
|
|
(59.6
|
)
|
||||
Stock compensation expense
|
(4.7
|
)
|
|
(5.3
|
)
|
|
(6.9
|
)
|
|
(11.2
|
)
|
||||
Restructuring and other infrequent expenses
|
(4.0
|
)
|
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
||||
Amortization of intangibles
|
(10.9
|
)
|
|
(10.0
|
)
|
|
(21.4
|
)
|
|
(20.0
|
)
|
||||
Consolidated income from operations
|
$
|
149.9
|
|
|
$
|
266.7
|
|
|
$
|
196.7
|
|
|
$
|
422.4
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Segment assets
|
$
|
4,108.3
|
|
|
$
|
4,136.5
|
|
Cash and cash equivalents
|
498.2
|
|
|
363.7
|
|
||
Receivables from affiliates
|
170.6
|
|
|
108.4
|
|
||
Investments in affiliates
|
421.5
|
|
|
424.1
|
|
||
Deferred tax assets, other current and noncurrent assets
|
586.3
|
|
|
616.6
|
|
||
Intangible assets, net
|
536.2
|
|
|
553.8
|
|
||
Goodwill
|
1,149.3
|
|
|
1,192.8
|
|
||
Consolidated total assets
|
$
|
7,470.4
|
|
|
$
|
7,395.9
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended June 30,
|
|
Change
|
|
Change Due to Currency
Translation
|
||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
North America
|
$
|
563.1
|
|
|
$
|
686.2
|
|
|
$
|
(123.1
|
)
|
|
(17.9
|
)%
|
|
$
|
(14.4
|
)
|
|
(2.1
|
)%
|
South America
|
280.3
|
|
|
440.2
|
|
|
(159.9
|
)
|
|
(36.3
|
)%
|
|
(97.5
|
)
|
|
(22.1
|
)%
|
||||
Europe/Africa/Middle East
|
1,137.0
|
|
|
1,521.9
|
|
|
(384.9
|
)
|
|
(25.3
|
)%
|
|
(256.0
|
)
|
|
(16.8
|
)%
|
||||
Asia/Pacific
|
88.9
|
|
|
102.0
|
|
|
(13.1
|
)
|
|
(12.8
|
)%
|
|
(12.6
|
)
|
|
(12.4
|
)%
|
||||
|
$
|
2,069.3
|
|
|
$
|
2,750.3
|
|
|
$
|
(681.0
|
)
|
|
(24.8
|
)%
|
|
$
|
(380.5
|
)
|
|
(13.8
|
)%
|
|
Six Months Ended June 30,
|
|
Change
|
|
Change Due to Currency
Translation
|
||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
North America
|
$
|
1,035.6
|
|
|
$
|
1,333.7
|
|
|
$
|
(298.1
|
)
|
|
(22.4
|
)%
|
|
$
|
(25.4
|
)
|
|
(1.9
|
)%
|
South America
|
529.3
|
|
|
793.8
|
|
|
(264.5
|
)
|
|
(33.3
|
)%
|
|
(151.2
|
)
|
|
(19.0
|
)%
|
||||
Europe/Africa/Middle East
|
2,045.1
|
|
|
2,757.8
|
|
|
(712.7
|
)
|
|
(25.8
|
)%
|
|
(454.9
|
)
|
|
(16.5
|
)%
|
||||
Asia/Pacific
|
161.9
|
|
|
198.4
|
|
|
(36.5
|
)
|
|
(18.4
|
)%
|
|
(21.8
|
)
|
|
(11.0
|
)%
|
||||
|
$
|
3,771.9
|
|
|
$
|
5,083.7
|
|
|
$
|
(1,311.8
|
)
|
|
(25.8
|
)%
|
|
$
|
(653.3
|
)
|
|
(12.9
|
)%
|
|
|
Three Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
||||||||||
|
|
$
|
|
% of
Net Sales |
|
$
|
|
% of
Net Sales
|
||||||
Gross profit
|
|
$
|
449.6
|
|
|
21.7
|
%
|
|
$
|
631.5
|
|
|
23.0
|
%
|
Selling, general and administrative expenses
|
|
213.1
|
|
|
10.3
|
%
|
|
262.3
|
|
|
9.5
|
%
|
||
Engineering expenses
|
|
71.7
|
|
|
3.5
|
%
|
|
92.5
|
|
|
3.4
|
%
|
||
Restructuring and other infrequent expenses
|
|
4.0
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
||
Amortization of intangibles
|
|
10.9
|
|
|
0.5
|
%
|
|
10.0
|
|
|
0.4
|
%
|
||
Income from operations
|
|
$
|
149.9
|
|
|
7.2
|
%
|
|
$
|
266.7
|
|
|
9.7
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
||||||||||
|
|
$
|
|
% of
Net Sales |
|
$
|
|
% of
Net Sales
(1)
|
||||||
Gross profit
|
|
$
|
797.5
|
|
|
21.1
|
%
|
|
$
|
1,146.4
|
|
|
22.6
|
%
|
Selling, general and administrative expenses
|
|
424.3
|
|
|
11.2
|
%
|
|
529.3
|
|
|
10.4
|
%
|
||
Engineering expenses
|
|
140.5
|
|
|
3.7
|
%
|
|
174.7
|
|
|
3.4
|
%
|
||
Restructuring and other infrequent expenses
|
|
14.6
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
||
Amortization of intangibles
|
|
21.4
|
|
|
0.6
|
%
|
|
20.0
|
|
|
0.4
|
%
|
||
Income from operations
|
|
$
|
196.7
|
|
|
5.2
|
%
|
|
$
|
422.4
|
|
|
8.3
|
%
|
(1)
|
Rounding may impact summation of amounts.
|
•
|
Our €200.0 million (or approximately
$222.9 million
as of
June 30, 2015
) 4
1
/
2
% senior term loan, which matures in 2016 (see further discussion below).
|
•
|
Our revolving credit and term loan facility, consisting of an
$800.0 million
multi-currency revolving credit facility and a
$355.0 million
term loan facility, which expires in June 2020. As of
June 30, 2015
,
$265.0 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 €200.0 million (or approximately
$222.9 million
as of
June 30, 2015
) 1.056% senior term loan, which matures in 2020 (see further discussion below).
|
•
|
Our $300.0 million of 5
7
/
8
% senior notes, which mature in 2021 (see further discussion below).
|
•
|
Our accounts receivable sales agreements with our finance joint ventures in the United States, Canada and Europe. As of
June 30, 2015
, approximately
$1.2 billion
of cash had been received under these agreements (see further discussion below).
|
•
|
general economic and capital market conditions;
|
•
|
availability of credit to our retail customers;
|
•
|
the worldwide demand for agricultural products;
|
•
|
grain stock levels and the levels of new and used field inventories;
|
•
|
government policies and subsidies;
|
•
|
weather conditions;
|
•
|
interest and foreign currency exchange rates;
|
•
|
pricing and product actions taken by competitors;
|
•
|
commodity prices, acreage planted and crop yields;
|
•
|
farm income, land values, debt levels and access to credit;
|
•
|
pervasive livestock diseases;
|
•
|
production disruptions;
|
•
|
production levels and capacity constraints at our facilities, including those resulting from plant expansions and systems upgrades;
|
•
|
integration of recent and future acquisitions;
|
•
|
our expansion plans in emerging markets;
|
•
|
supply constraints;
|
•
|
our cost reduction and control initiatives;
|
•
|
our research and development efforts;
|
•
|
dealer and distributor actions;
|
•
|
regulations affecting privacy and data protection;
|
•
|
technological difficulties; and
|
•
|
political and economic uncertainty in various areas of the world.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
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)
|
||||||
April 1, 2015 through
April 30, 2015
(2)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
469.2
|
|
May 1, 2015 through
May 31, 2015
|
|
911,433
|
|
|
$
|
51.43
|
|
|
911,433
|
|
|
$
|
406.7
|
|
June 1, 2015 through
June 30, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
406.7
|
|
Total
|
|
911,433
|
|
|
$
|
51.43
|
|
|
911,433
|
|
|
$
|
406.7
|
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description of Exhibit
|
|
The filings referenced for
incorporation by reference are
AGCO Corporation
|
|
|
|
|
|
10.1
|
|
First Amendment to Amended and Restated Credit Agreement and Incremental Term Loan Agreement, dated as of June 19, 2015, by and among AGCO Corporation, certain of its subsidiaries and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, and the other lenders named therein.
|
|
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
|
|
Furnished 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
|
|
|
|
|
Date:
|
August 7, 2015
|
|
AGCO CORPORATION
Registrant
/s/ Andrew H. Beck
|
|
|
|
Andrew H. Beck
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Exhibit 10.1
|
Level
|
Net Leverage Ratio
|
Applicable Margin for LIBO Rate Loans and for Base Rate Loans in Offshore Currencies
|
Applicable Margin for Base Rate Loans in U.S. Dollars
|
Applicable Margin for Unused Fee
|
I
|
Greater than or equal to 2.50 to 1.00
|
1.75%
|
0.25%
|
0.25%
|
II
|
Greater than or equal to 1.75 to 1.00 but
less than 2.50 to 1.00 |
1.50%
|
0.00%
|
0.20%
|
III
|
Greater than or equal to 1.00 to 1.00 but less than 1.75 to 1.00
|
1.25%
|
0.00%
|
0.175%
|
IV
|
Less than 1.00 to 1.00
|
1.00%
|
0.00%
|
0.15%
|
BORROWERS AND GUARANTORS:
|
|
AGCO CORPORATION
|
||
|
|
|
|
|
|
|
By:
|
/s/ David Williams
|
|
|
|
|
Name: David Williams
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
AGCO INTERNATIONAL LIMITED
|
||
|
|
|
|
|
|
|
By:
|
/s/ Roger Batkin
|
|
|
|
|
Name: Roger Batkin
|
|
|
|
|
Title: Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
AGCO INTERNATIONAL HOLDINGS B.V.
|
||
|
|
|
|
|
|
|
By:
|
/s/ Roger Batkin
|
|
|
|
|
Name: Roger Batkin
|
|
|
|
|
Title: Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
MASSEY FERGUSON CORP.
|
||
|
|
|
|
|
|
|
By:
|
/s/ David Williams
|
|
|
|
|
Name: David Williams
|
|
|
|
|
Title: Vice President and Treasurer
|
|
|
|
|
|
|
|
|
THE GSI GROUP, LLC
|
||
|
|
|
|
|
|
|
By:
|
/s/ David Williams
|
|
|
|
|
Name: David Williams
|
|
|
|
|
Title: Vice President and Treasurer
|
|
ADMINISTRATIVE AGENT AND LENDER:
|
|
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH
, as Administrative Agent and a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Nader Pasdar
|
|
|
|
|
Name: Nader Pasdar
|
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Eric J. Rogowski
|
|
|
|
|
Name: Eric J. Rogowski
|
|
|
|
|
Title: Executive Director
|
|
LENDERS:
|
|
SUNTRUST BANK,
as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ David A. Ernst
|
|
|
|
|
Name: David A. Ernst
|
|
|
|
|
Title: Vice President
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Mustafa Khan
|
|
|
|
|
Name: Mustafa Khan
|
|
|
|
|
Title: Director
|
|
|
|
JPMORGAN CHASE BANK, N.A.
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ John A. Horst
|
|
|
|
|
Name: John A. Horst
|
|
|
|
|
Title: Executive Director
|
|
|
|
HSBC BANK USA
,
N.A.
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Paul L. Hatton
|
|
|
|
|
Name: Paul L. Hatton
|
|
|
|
|
Title: Managing Director
|
|
|
|
PNC BANK NATIONAL ASSOCIATION
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ James R. Pryor
|
|
|
|
|
Name: James R. Pryor
|
|
|
|
|
Title: Managing Director
|
|
|
|
REGIONS BANK
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Stephen T. Hatch
|
|
|
|
|
Name: Stephen T. Hatch
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
TD BANK, N.A.
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Michele Dragonetti
|
|
|
|
|
Name: Michele Dragonetti
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
LLOYDS BANK PLC
(formerly known as LLOYDS TSB BANK PLC), as a Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Erin Doherty
|
|
|
|
|
Name: Erin Doherty
|
|
|
|
|
Title: Assistant Vice President
|
|
|
|
|
|
|
|
|
By:
|
/s/ Daven Popat
|
|
|
|
|
Name: Daven Popat
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Steven L. Sawyer
|
|
|
|
|
Name: Steven L. Sawyer
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
COBANK, ACB
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Natalya Rivkin
|
|
|
|
|
Name: Natalya Rivkin
|
|
|
|
|
Title: Vice President
|
|
|
|
SUMITOMO MITSUI BANKING CORPORATION
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ James D. Weinstein
|
|
|
|
|
Name: James D. Weinstein
|
|
|
|
|
Title: Managing Director
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Karen McClain
|
|
|
|
|
Name: Karen McClain
|
|
|
|
|
Title: Managing Director
|
|
|
|
THE NORTHERN TRUST COMPANY
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Kathryn S. Reuther
|
|
|
|
|
Name: Kathryn S. Reuther
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
BRANCH BANKING AND TRUST COMPANY
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Gabrielle Uzdin
|
|
|
|
|
Name: Gabrielle Uzdin
|
|
|
|
|
Title: Banking Officer
|
|
|
|
BANK OF THE WEST
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Nicholas Bourne
|
|
|
|
|
Name: Nicholas Bourne
|
|
|
|
|
Title: Vice President
|
|
|
|
BAYERISCHE LANDESBANK NEW YORK BRANCH
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Rolf Siebert
|
|
|
|
|
Name: Rolf Siebert
|
|
|
|
|
Title: Executive Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gina Sandella
|
|
|
|
|
Name: Gina Sandella
|
|
|
|
|
Title: Vice President
|
|
|
|
BANK OF AMERICA, N.A.
, as a Lender and a Committing Lender
|
||
|
|
|
|
|
|
|
By:
|
/s/ Matthew N. Walt
|
|
|
|
|
Name: Matthew N. Walt
|
|
|
|
|
Title: Vice President
|
|
|
|
1
ST
FARM CREDIT SERVICES, FLCA
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ Dale A. Richardson
|
|
|
|
|
Name: Dale A. Richardson
|
|
|
|
|
Title: Vice President, Capital Markets Group
|
|
|
|
FARM CREDIT MID-AMERICA, FLCA
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ Joe Beiting
|
|
|
|
|
Name: Joe Beiting
|
|
|
|
|
Title: Credit Officer
|
|
|
|
FARM CREDIT BANK OF TEXAS
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ Ria Estrada
|
|
|
|
|
Name: Ria Estrada
|
|
|
|
|
Title: Manager, Capital Markets Credit Analysis
|
|
|
|
FARM CREDIT SERVICES OF AMERICA, FLCA
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ Curt A. Brown
|
|
|
|
|
Name: Curt A. Brown
|
|
|
|
|
Title: Vice President
|
|
|
|
UNITED FCS, FLCA (f/k/a FARM CREDIT SERVICES OF MINNESOTA VALLEY, FLCA) dba FCS COMMERCIAL FINANCE GROUP
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ Daniel J. Best
|
|
|
|
|
Name: Daniel J. Best
|
|
|
|
|
Title: Vice President
|
|
|
|
FARM CREDIT WEST, FLCA
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ John Boyes
|
|
|
|
|
Name: John Boyes
|
|
|
|
|
Title: Executive Vice President
|
|
|
|
NORTHWEST FARM CREDIT SERVICES, FLCA
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ Casey Kinzer
|
|
|
|
|
Name: Casey Kinzer
|
|
|
|
|
Title: Vice President
|
|
|
|
BADGERLAND FINANCIAL, FLCA
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ William O’Connor
|
|
|
|
|
Name: William O’Connor
|
|
|
|
|
Title: Assistant Chief Credit Officer
|
|
|
|
AMERICAN AGCREDIT, FLCA
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ Linda Sander
|
|
|
|
|
Name: Linda Sander
|
|
|
|
|
Title: Vice President
|
|
|
|
AGCHOICE FARM CREDIT, FLCA
, as a Voting Participant
|
||
|
|
|
|
|
|
|
By:
|
/s/ Geoffrey Manderewicz
|
|
|
|
|
Name: Geoffrey Manderewicz
|
|
|
|
|
Title: Assistant Vice President
|
|
Committing Lenders
|
Incremental
Term Loan |
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH
|
€39,043,264.16
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
|
€30,851,539.46
|
SUNTRUST BANK
|
€28,293,176.22
|
JPMORGAN CHASE BANK, N.A.
|
€26,534,470.63
|
HSBC BANK USA, N.A.
|
€17,235,862.12
|
PNC BANK NATIONAL ASSOCIATION
|
€16,883,573.69
|
TD BANK, N.A.
|
€13,564,837.86
|
REGIONS BANK
|
€12,003,165.67
|
BRANCH BANKING AND TRUST COMPANY
|
€11,791,567.60
|
U.S. BANK NATIONAL ASSOCIATION
|
€8,002,110.45
|
COBANK, ACB
|
€72,381,058.11
|
SUMITOMO MITSUI BANKING CORPORATION
|
€7,804,256.07
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
€6,243,404.85
|
THE NORTHERN TRUST COMPANY
|
€6,441,259.23
|
BANK OF AMERICA, N.A.
|
€5,731,589.30
|
BANK OF THE WEST
|
€4,682,553.64
|
BAYERISCHE LANDESBANK NEW YORK BRANCH
|
€4,682,553.64
|
TOTAL
|
€312,170,242.70
|
Participant Under CoBank, ACB
|
Tranche I Incremental Term Loan Commitment
|
|
1st Farm Credit Services, FLCA
|
€10,145,532.89
|
|
United FCS, FLCA (f/k/a Farm Credit Services of Minnesota Valley, FLCA) dba FCS Commercial Finance Group
|
€9,431,606.06
|
|
Farm Credit Bank of Texas
|
€9,160,381.06
|
|
Farm Credit Mid-America, FLCA
|
€8,988,083.25
|
|
Farm Credit Services of America, FLCA
|
€7,804,256.07
|
|
Northwest Farm Credit Services, FLCA
|
€5,360,616.14
|
|
Badgerland Financial, FLCA
|
€5,101,644.91
|
|
Farm Credit West, FLCA
|
€4,682,553.64
|
|
American AgCredit, FLCA
|
€2,341,276.82
|
|
AgChoice Farm Credit, FLCA
|
€1,560,851.21
|
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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Dated:
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August 7, 2015
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/s/ Martin Richenhagen
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Martin Richenhagen
|
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Chairman of the Board, President and Chief Executive Officer
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2.
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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;
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3.
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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;
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4.
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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;
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(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:
|
August 7, 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
|
|
|
August 7, 2015
|
|
|
|
|
|
/s/Andrew H. Beck
|
|
|
Andrew H. Beck
|
|
|
Senior Vice President and Chief Financial Officer
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|
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August 7, 2015
|
|