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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 5.
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Item 6.
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PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
425.4
|
|
|
$
|
363.7
|
|
Accounts and notes receivable, net
|
946.7
|
|
|
963.8
|
|
||
Inventories, net
|
1,699.3
|
|
|
1,750.7
|
|
||
Deferred tax assets
|
210.4
|
|
|
217.2
|
|
||
Other current assets
|
218.7
|
|
|
232.5
|
|
||
Total current assets
|
3,500.5
|
|
|
3,527.9
|
|
||
Property, plant and equipment, net
|
1,361.5
|
|
|
1,530.4
|
|
||
Investment in affiliates
|
403.3
|
|
|
424.1
|
|
||
Deferred tax assets
|
20.1
|
|
|
25.8
|
|
||
Other assets
|
141.8
|
|
|
141.1
|
|
||
Intangible assets, net
|
520.7
|
|
|
553.8
|
|
||
Goodwill
|
1,123.7
|
|
|
1,192.8
|
|
||
Total assets
|
$
|
7,071.6
|
|
|
$
|
7,395.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
87.4
|
|
|
$
|
94.3
|
|
Senior term loan
|
223.4
|
|
|
—
|
|
||
Accounts payable
|
650.3
|
|
|
670.2
|
|
||
Accrued expenses
|
1,091.2
|
|
|
1,244.1
|
|
||
Other current liabilities
|
159.9
|
|
|
208.3
|
|
||
Total current liabilities
|
2,212.2
|
|
|
2,216.9
|
|
||
Long-term debt, less current portion
|
1,230.2
|
|
|
997.6
|
|
||
Pensions and postretirement health care benefits
|
240.0
|
|
|
269.0
|
|
||
Deferred tax liabilities
|
232.9
|
|
|
238.8
|
|
||
Other noncurrent liabilities
|
182.8
|
|
|
176.7
|
|
||
Total liabilities
|
4,098.1
|
|
|
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, 85,863,357 and 89,146,093 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
|
0.9
|
|
|
0.9
|
|
||
Additional paid-in capital
|
399.5
|
|
|
582.5
|
|
||
Retained earnings
|
3,944.2
|
|
|
3,771.6
|
|
||
Accumulated other comprehensive loss
|
(1,417.2
|
)
|
|
(906.5
|
)
|
||
Total AGCO Corporation stockholders’ equity
|
2,927.4
|
|
|
3,448.5
|
|
||
Noncontrolling interests
|
46.1
|
|
|
48.4
|
|
||
Total stockholders’ equity
|
2,973.5
|
|
|
3,496.9
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,071.6
|
|
|
$
|
7,395.9
|
|
|
|
|
|
||||
|
Three Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Net sales
|
$
|
1,736.4
|
|
|
$
|
2,154.8
|
|
Cost of goods sold
|
1,370.7
|
|
|
1,732.9
|
|
||
Gross profit
|
365.7
|
|
|
421.9
|
|
||
Selling, general and administrative expenses
|
205.8
|
|
|
221.7
|
|
||
Engineering expenses
|
70.0
|
|
|
78.2
|
|
||
Restructuring and other infrequent expenses
|
—
|
|
|
2.9
|
|
||
Amortization of intangibles
|
10.8
|
|
|
10.4
|
|
||
Income from operations
|
79.1
|
|
|
108.7
|
|
||
Interest expense, net
|
10.6
|
|
|
13.9
|
|
||
Other (income) expense, net
|
(2.1
|
)
|
|
10.1
|
|
||
Income before income taxes and equity in net earnings of affiliates
|
70.6
|
|
|
84.7
|
|
||
Income tax provision
|
17.6
|
|
|
34.2
|
|
||
Income before equity in net earnings of affiliates
|
53.0
|
|
|
50.5
|
|
||
Equity in net earnings of affiliates
|
14.2
|
|
|
12.0
|
|
||
Net income
|
67.2
|
|
|
62.5
|
|
||
Net (income) loss attributable to noncontrolling interests
|
(0.1
|
)
|
|
2.5
|
|
||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
67.1
|
|
|
$
|
65.0
|
|
Net income per common share attributable to AGCO Corporation and subsidiaries:
|
|
|
|
|
|
||
Basic
|
$
|
0.77
|
|
|
$
|
0.70
|
|
Diluted
|
$
|
0.77
|
|
|
$
|
0.69
|
|
Cash dividends declared and paid per common share
|
$
|
0.12
|
|
|
$
|
0.11
|
|
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
||
Basic
|
86.6
|
|
|
93.5
|
|
||
Diluted
|
86.7
|
|
|
93.8
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Net sales
|
$
|
5,508.3
|
|
|
$
|
7,238.5
|
|
Cost of goods sold
|
4,345.1
|
|
|
5,670.2
|
|
||
Gross profit
|
1,163.2
|
|
|
1,568.3
|
|
||
Selling, general and administrative expenses
|
630.1
|
|
|
751.0
|
|
||
Engineering expenses
|
210.5
|
|
|
252.9
|
|
||
Restructuring and other infrequent expenses
|
14.6
|
|
|
2.9
|
|
||
Amortization of intangibles
|
32.2
|
|
|
30.4
|
|
||
Income from operations
|
275.8
|
|
|
531.1
|
|
||
Interest expense, net
|
32.1
|
|
|
43.5
|
|
||
Other expense, net
|
17.2
|
|
|
34.2
|
|
||
Income before income taxes and equity in net earnings of affiliates
|
226.5
|
|
|
453.4
|
|
||
Income tax provision
|
66.1
|
|
|
163.8
|
|
||
Income before equity in net earnings of affiliates
|
160.4
|
|
|
289.6
|
|
||
Equity in net earnings of affiliates
|
42.3
|
|
|
38.1
|
|
||
Net income
|
202.7
|
|
|
327.7
|
|
||
Net loss attributable to noncontrolling interests
|
1.6
|
|
|
5.1
|
|
||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
204.3
|
|
|
$
|
332.8
|
|
Net income per common share attributable to AGCO Corporation and subsidiaries:
|
|
|
|
|
|
||
Basic
|
$
|
2.33
|
|
|
$
|
3.53
|
|
Diluted
|
$
|
2.33
|
|
|
$
|
3.50
|
|
Cash dividends declared and paid per common share
|
$
|
0.36
|
|
|
$
|
0.33
|
|
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
||
Basic
|
87.7
|
|
|
94.2
|
|
||
Diluted
|
87.8
|
|
|
95.2
|
|
||
|
|
|
|
|
Three Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Net income
|
$
|
67.2
|
|
|
$
|
62.5
|
|
Other comprehensive loss, net of reclassification adjustments:
|
|
|
|
||||
Foreign currency translation adjustments
|
(240.0
|
)
|
|
(243.0
|
)
|
||
Defined benefit pension plans, net of tax
|
2.3
|
|
|
1.9
|
|
||
Unrealized loss on derivatives, net of tax
|
(0.2
|
)
|
|
(1.0
|
)
|
||
Other comprehensive loss, net of reclassification adjustments
|
(237.9
|
)
|
|
(242.1
|
)
|
||
Comprehensive loss
|
(170.7
|
)
|
|
(179.6
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
|
2.5
|
|
|
2.5
|
|
||
Comprehensive loss attributable to AGCO Corporation and subsidiaries
|
$
|
(168.2
|
)
|
|
$
|
(177.1
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Net income
|
$
|
202.7
|
|
|
$
|
327.7
|
|
Other comprehensive loss, net of reclassification adjustments:
|
|
|
|
||||
Foreign currency translation adjustments
|
(517.5
|
)
|
|
(181.5
|
)
|
||
Defined benefit pension plans, net of tax
|
6.7
|
|
|
5.6
|
|
||
Unrealized loss on derivatives, net of tax
|
(1.7
|
)
|
|
(1.1
|
)
|
||
Other comprehensive loss, net of reclassification adjustments
|
(512.5
|
)
|
|
(177.0
|
)
|
||
Comprehensive (loss) income
|
(309.8
|
)
|
|
150.7
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
3.4
|
|
|
5.4
|
|
||
Comprehensive (loss) income attributable to AGCO Corporation and subsidiaries
|
$
|
(306.4
|
)
|
|
$
|
156.1
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
202.7
|
|
|
$
|
327.7
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation
|
162.0
|
|
|
180.4
|
|
||
Deferred debt issuance cost amortization
|
1.6
|
|
|
2.2
|
|
||
Amortization of intangibles
|
32.2
|
|
|
30.4
|
|
||
Stock compensation
|
10.6
|
|
|
(11.0
|
)
|
||
Equity in net earnings of affiliates, net of cash received
|
(28.0
|
)
|
|
(28.6
|
)
|
||
Deferred income tax provision
|
(11.3
|
)
|
|
1.7
|
|
||
Other
|
(0.2
|
)
|
|
2.3
|
|
||
Changes in operating assets and liabilities, net of effects from purchase of businesses:
|
|
|
|
|
|
||
Accounts and notes receivable, net
|
(76.0
|
)
|
|
(151.4
|
)
|
||
Inventories, net
|
(140.2
|
)
|
|
(422.7
|
)
|
||
Other current and noncurrent assets
|
(79.5
|
)
|
|
(0.8
|
)
|
||
Accounts payable
|
58.3
|
|
|
(74.7
|
)
|
||
Accrued expenses
|
(35.0
|
)
|
|
(96.9
|
)
|
||
Other current and noncurrent liabilities
|
(25.0
|
)
|
|
26.1
|
|
||
Total adjustments
|
(130.5
|
)
|
|
(543.0
|
)
|
||
Net cash provided by (used in) operating activities
|
72.2
|
|
|
(215.3
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(147.1
|
)
|
|
(229.3
|
)
|
||
Proceeds from sale of property, plant and equipment
|
1.2
|
|
|
2.2
|
|
||
Purchase of businesses, net of cash acquired
|
(25.4
|
)
|
|
(130.4
|
)
|
||
Investment in unconsolidated affiliates
|
(5.2
|
)
|
|
—
|
|
||
Restricted cash
|
(0.4
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(176.9
|
)
|
|
(357.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from debt obligations, net
|
462.3
|
|
|
450.6
|
|
||
Purchases and retirement of common stock
|
(187.5
|
)
|
|
(340.9
|
)
|
||
Payment of dividends to stockholders
|
(31.7
|
)
|
|
(30.9
|
)
|
||
Payment of minimum tax withholdings on stock compensation
|
(6.2
|
)
|
|
(11.9
|
)
|
||
Payment of debt issuance costs
|
(0.7
|
)
|
|
(1.3
|
)
|
||
Repurchase or conversion of convertible senior subordinated notes
|
—
|
|
|
(201.2
|
)
|
||
Purchase of or distribution to noncontrolling interests
|
—
|
|
|
(6.1
|
)
|
||
Net cash provided by (used in) financing activities
|
236.2
|
|
|
(141.7
|
)
|
||
Effects of exchange rate changes on cash and cash equivalents
|
(69.8
|
)
|
|
(11.8
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
61.7
|
|
|
(726.3
|
)
|
||
Cash and cash equivalents, beginning of period
|
363.7
|
|
|
1,047.2
|
|
||
Cash and cash equivalents, end of period
|
$
|
425.4
|
|
|
$
|
320.9
|
|
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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of goods sold
|
|
$
|
0.3
|
|
|
$
|
(1.8
|
)
|
|
$
|
0.8
|
|
|
$
|
(1.0
|
)
|
Selling, general and administrative expenses
|
|
3.2
|
|
|
(21.0
|
)
|
|
10.1
|
|
|
(9.8
|
)
|
||||
Total stock compensation expense (credit)
|
|
$
|
3.5
|
|
|
$
|
(22.8
|
)
|
|
$
|
10.9
|
|
|
$
|
(10.8
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Weighted average grant-date fair value
|
$
|
7.41
|
|
|
$
|
13.11
|
|
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
|
|
(56,300
|
)
|
SSARs canceled or forfeited
|
|
(92,544
|
)
|
SSARs outstanding at September 30
|
|
1,397,180
|
|
SSAR price ranges per share:
|
|
|
|
Granted
|
$
|
43.88
|
|
Exercised
|
|
21.45-52.94
|
|
Canceled or forfeited
|
|
43.88-56.98
|
|
Weighted average SSAR exercise prices per share:
|
|
|
|
Granted
|
$
|
43.88
|
|
Exercised
|
|
27.27
|
|
Canceled or forfeited
|
|
56.43
|
|
Outstanding at September 30
|
|
49.33
|
|
|
|
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
|
|
15,500
|
|
|
0.6
|
|
$
|
23.32
|
|
|
15,500
|
|
|
$
|
23.32
|
|
$33.65 – $43.88
|
|
437,800
|
|
|
5.0
|
|
$
|
41.24
|
|
|
115,175
|
|
|
$
|
33.83
|
|
$47.89 – $63.64
|
|
943,880
|
|
|
4.1
|
|
$
|
53.52
|
|
|
543,049
|
|
|
$
|
52.96
|
|
|
|
1,397,180
|
|
|
|
|
|
|
673,724
|
|
|
|
|
|
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
|
(2.6
|
)
|
|
(23.3
|
)
|
|
(3.9
|
)
|
|
(0.2
|
)
|
|
(30.0
|
)
|
|||||
Balance as of September 30, 2015
|
$
|
122.8
|
|
|
$
|
494.6
|
|
|
$
|
93.7
|
|
|
$
|
9.5
|
|
|
$
|
720.6
|
|
|
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
|
5.1
|
|
|
24.0
|
|
|
3.0
|
|
|
0.1
|
|
|
32.2
|
|
|||||
Foreign currency translation
|
(0.9
|
)
|
|
(17.5
|
)
|
|
(3.8
|
)
|
|
(0.1
|
)
|
|
(22.3
|
)
|
|||||
Balance as of September 30, 2015
|
$
|
40.6
|
|
|
$
|
187.3
|
|
|
$
|
55.3
|
|
|
$
|
2.9
|
|
|
$
|
286.1
|
|
|
Trademarks and
Tradenames
|
||
Indefinite-lived intangible assets:
|
|
|
|
Balance as of December 31, 2014
|
$
|
89.0
|
|
Foreign currency translation
|
(2.8
|
)
|
|
Balance as of September 30, 2015
|
$
|
86.2
|
|
|
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
|
|
Acquisitions
|
5.1
|
|
|
—
|
|
|
9.0
|
|
|
7.7
|
|
|
21.8
|
|
|||||
Foreign currency translation
|
—
|
|
|
(55.8
|
)
|
|
(28.7
|
)
|
|
(6.4
|
)
|
|
(90.9
|
)
|
|||||
Balance as of September 30, 2015
|
$
|
518.7
|
|
|
$
|
113.9
|
|
|
$
|
434.9
|
|
|
$
|
56.2
|
|
|
$
|
1,123.7
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
4
1
/
2
% Senior term loan due 2016
|
$
|
223.4
|
|
|
$
|
242.0
|
|
Credit facility, expiring 2020
|
653.1
|
|
|
404.4
|
|
||
1.056% Senior term loan due 2020
|
223.4
|
|
|
—
|
|
||
5
7
/
8
% Senior notes due 2021
|
301.6
|
|
|
300.0
|
|
||
Other long-term debt
|
139.5
|
|
|
145.5
|
|
||
|
1,541.0
|
|
|
1,091.9
|
|
||
Less: Current portion of long-term debt
|
(87.4
|
)
|
|
(94.3
|
)
|
||
4
1
/
2
% Senior term loan due 2016
|
(223.4
|
)
|
|
—
|
|
||
Total indebtedness, less current portion
|
$
|
1,230.2
|
|
|
$
|
997.6
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Finished goods
|
$
|
671.2
|
|
|
$
|
616.6
|
|
Repair and replacement parts
|
531.2
|
|
|
536.4
|
|
||
Work in process
|
118.5
|
|
|
130.5
|
|
||
Raw materials
|
378.4
|
|
|
467.2
|
|
||
Inventories, net
|
$
|
1,699.3
|
|
|
$
|
1,750.7
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Balance at beginning of period
|
$
|
261.3
|
|
|
$
|
303.9
|
|
|
$
|
284.6
|
|
|
$
|
294.9
|
|
Acquisition
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
Accruals for warranties issued during the period
|
33.2
|
|
|
51.0
|
|
|
110.5
|
|
|
149.9
|
|
||||
Settlements made (in cash or in kind) during the period
|
(45.7
|
)
|
|
(59.3
|
)
|
|
(132.8
|
)
|
|
(150.1
|
)
|
||||
Foreign currency translation
|
(3.7
|
)
|
|
(13.7
|
)
|
|
(17.2
|
)
|
|
(12.8
|
)
|
||||
Balance at September 30
|
$
|
245.1
|
|
|
$
|
282.4
|
|
|
$
|
245.1
|
|
|
$
|
282.4
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Basic net income per share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
67.1
|
|
|
$
|
65.0
|
|
|
$
|
204.3
|
|
|
$
|
332.8
|
|
Weighted average number of common shares outstanding
|
86.6
|
|
|
93.5
|
|
|
87.7
|
|
|
94.2
|
|
||||
Basic net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
0.77
|
|
|
$
|
0.70
|
|
|
$
|
2.33
|
|
|
$
|
3.53
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
67.1
|
|
|
$
|
65.0
|
|
|
$
|
204.3
|
|
|
$
|
332.8
|
|
Weighted average number of common shares outstanding
|
86.6
|
|
|
93.5
|
|
|
87.7
|
|
|
94.2
|
|
||||
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
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.7
|
|
||||
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share
|
86.7
|
|
|
93.8
|
|
|
87.8
|
|
|
95.2
|
|
||||
Diluted net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
0.77
|
|
|
$
|
0.69
|
|
|
$
|
2.33
|
|
|
$
|
3.50
|
|
|
|
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
|
|
(4.4
|
)
|
|
(1.0
|
)
|
|
(3.4
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
1.9
|
|
|
0.2
|
|
|
1.7
|
|
|||
Accumulated derivative net losses as of September 30, 2015
|
|
$
|
(2.7
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(1.8
|
)
|
|
Asset Derivatives as of
September 30, 2015
|
|
Liability Derivatives as of
September 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
|
|
$
|
0.5
|
|
Interest rate swap contracts
|
Other noncurrent assets
|
|
1.6
|
|
|
Other noncurrent liabilities
|
|
2.3
|
|
||
Net investment hedges
|
Other current assets
|
|
3.5
|
|
|
Other current liabilities
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
$
|
5.1
|
|
|
|
|
$
|
2.8
|
|
Derivative instruments not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
2.5
|
|
|
Other current liabilities
|
|
13.4
|
|
||
Total derivative instruments
|
|
|
$
|
7.6
|
|
|
|
|
$
|
16.2
|
|
|
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
|
—
|
|
|
10.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
||||||
Issuance of performance award stock
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
||||||
SSARs exercised
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
204.3
|
|
|
—
|
|
|
(1.6
|
)
|
|
202.7
|
|
||||||
Other comprehensive loss, net of reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(515.7
|
)
|
|
(1.8
|
)
|
|
(517.5
|
)
|
||||||
Defined benefit pension plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
||||||
Unrealized loss on derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||||
Payment of dividends to stockholders
|
—
|
|
|
—
|
|
|
(31.7
|
)
|
|
—
|
|
|
—
|
|
|
(31.7
|
)
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
(187.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187.5
|
)
|
||||||
Changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
||||||
Balance, September 30, 2015
|
$
|
0.9
|
|
|
$
|
399.5
|
|
|
$
|
3,944.2
|
|
|
$
|
(1,417.2
|
)
|
|
$
|
46.1
|
|
|
$
|
2,973.5
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
$
|
0.1
|
|
|
$
|
(2.5
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(5.1
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(2.6
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
(0.3
|
)
|
||||
Total comprehensive loss
|
$
|
(2.5
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(5.4
|
)
|
|
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
|
—
|
|
|
(3.4
|
)
|
|
(515.7
|
)
|
|
(519.1
|
)
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
6.7
|
|
|
1.7
|
|
|
—
|
|
|
8.4
|
|
||||
Other comprehensive income (loss), net of reclassification adjustments
|
6.7
|
|
|
(1.7
|
)
|
|
(515.7
|
)
|
|
(510.7
|
)
|
||||
Accumulated other comprehensive loss, September 30, 2015
|
$
|
(246.6
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(1,168.8
|
)
|
|
$
|
(1,417.2
|
)
|
|
|
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 September 30, 2015
(1)
|
|
Three months ended September 30, 2014
(1)
|
|||||
Derivatives:
|
|
|
|
|
|
||||
Net losses on foreign currency contracts
|
|
$
|
0.6
|
|
|
$
|
0.3
|
|
Cost of goods sold
|
Net losses on interest rate swap contracts
|
|
0.1
|
|
|
—
|
|
Interest expense, net
|
||
Reclassification before tax
|
|
0.7
|
|
|
0.3
|
|
|
||
|
|
(0.1
|
)
|
|
0.1
|
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
||||
Amortization of net actuarial loss
|
|
$
|
2.9
|
|
|
$
|
2.2
|
|
(2)
|
Amortization of prior service cost
|
|
0.1
|
|
|
0.3
|
|
(2)
|
||
Reclassification before tax
|
|
3.0
|
|
|
2.5
|
|
|
||
|
|
(0.7
|
)
|
|
(0.6
|
)
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
2.3
|
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
|
$
|
2.9
|
|
|
$
|
2.3
|
|
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item within the Condensed Consolidated Statements of Operations
|
||||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Nine months ended September 30, 2015
(1)
|
|
Nine months ended September 30, 2014
(1)
|
|||||
Derivatives:
|
|
|
|
|
|
||||
Net losses on foreign currency contracts
|
|
$
|
1.8
|
|
|
$
|
0.2
|
|
Cost of goods sold
|
Net losses on interest rate swap contracts
|
|
0.1
|
|
|
—
|
|
Interest expense, net
|
||
Reclassification before tax
|
|
1.9
|
|
|
0.2
|
|
|
||
|
|
(0.2
|
)
|
|
0.2
|
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
1.7
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
||||
Amortization of net actuarial loss
|
|
$
|
8.5
|
|
|
$
|
6.6
|
|
(2)
|
Amortization of prior service cost
|
|
0.4
|
|
|
0.8
|
|
(2)
|
||
Reclassification before tax
|
|
8.9
|
|
|
7.4
|
|
|
||
|
|
(2.2
|
)
|
|
(1.8
|
)
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
6.7
|
|
|
$
|
5.6
|
|
|
|
|
|
|
|
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
|
$
|
8.4
|
|
|
$
|
6.0
|
|
|
|
|
Three Months Ended September 30,
|
||||||
Pension benefits
|
|
2015
|
|
2014
|
||||
Service cost
|
|
$
|
4.6
|
|
|
$
|
4.3
|
|
Interest cost
|
|
7.8
|
|
|
9.4
|
|
||
Expected return on plan assets
|
|
(11.2
|
)
|
|
(11.2
|
)
|
||
Amortization of net actuarial loss
|
|
2.8
|
|
|
2.1
|
|
||
Amortization of prior service cost
|
|
0.1
|
|
|
0.2
|
|
||
Net periodic pension cost
|
|
$
|
4.1
|
|
|
$
|
4.8
|
|
|
|
Three Months Ended September 30,
|
||||||
Postretirement benefits
|
|
2015
|
|
2014
|
||||
Interest cost
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Amortization of net actuarial loss
|
|
0.1
|
|
|
0.1
|
|
||
Amortization of prior service cost
|
|
—
|
|
|
0.1
|
|
||
Net periodic postretirement benefit cost
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
|
Nine Months Ended September 30,
|
||||||
Pension benefits
|
|
2015
|
|
2014
|
||||
Service cost
|
|
$
|
13.9
|
|
|
$
|
12.9
|
|
Interest cost
|
|
23.4
|
|
|
28.2
|
|
||
Expected return on plan assets
|
|
(33.4
|
)
|
|
(33.6
|
)
|
||
Amortization of net actuarial loss
|
|
8.4
|
|
|
6.5
|
|
||
Amortization of prior service cost
|
|
0.3
|
|
|
0.6
|
|
||
Net periodic pension cost
|
|
$
|
12.6
|
|
|
$
|
14.6
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
||||||
Postretirement benefits
|
|
2015
|
|
2014
|
||||
Service cost
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
|
1.0
|
|
|
1.2
|
|
||
Amortization of net actuarial loss
|
|
0.1
|
|
|
0.1
|
|
||
Amortization of prior service cost
|
|
0.1
|
|
|
0.2
|
|
||
Net periodic postretirement benefit cost
|
|
$
|
1.2
|
|
|
$
|
1.6
|
|
|
|
|
|
|
|
|
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
|
|
8.5
|
|
|
2.1
|
|
|
6.4
|
|
|||
Amortization of prior service cost
|
|
0.4
|
|
|
0.1
|
|
|
0.3
|
|
|||
Accumulated other comprehensive loss as of September 30, 2015
|
|
$
|
(332.6
|
)
|
|
$
|
(86.0
|
)
|
|
$
|
(246.6
|
)
|
|
As of September 30, 2015
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
7.6
|
|
$
|
—
|
|
$
|
7.6
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
16.2
|
|
$
|
—
|
|
$
|
16.2
|
|
5
7
/
8
% Senior notes
|
$
|
—
|
|
$
|
301.6
|
|
$
|
—
|
|
$
|
301.6
|
|
Trading securities
|
$
|
—
|
|
$
|
5.4
|
|
$
|
—
|
|
$
|
5.4
|
|
|
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 September 30,
|
|
North
America |
|
South
America |
|
Europe/Africa/
Middle East |
|
Asia/
Pacific |
|
Consolidated
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
494.9
|
|
|
$
|
231.4
|
|
|
$
|
894.3
|
|
|
$
|
115.8
|
|
|
$
|
1,736.4
|
|
Income (loss) from operations
|
|
40.9
|
|
|
10.5
|
|
|
68.9
|
|
|
(2.5
|
)
|
|
117.8
|
|
|||||
Depreciation
|
|
16.0
|
|
|
4.9
|
|
|
29.5
|
|
|
3.4
|
|
|
53.8
|
|
|||||
Capital expenditures
|
|
10.3
|
|
|
7.4
|
|
|
18.4
|
|
|
9.7
|
|
|
45.8
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
531.3
|
|
|
$
|
455.0
|
|
|
$
|
1,026.0
|
|
|
$
|
142.5
|
|
|
$
|
2,154.8
|
|
Income (loss) from operations
|
|
37.3
|
|
|
36.4
|
|
|
57.0
|
|
|
(1.0
|
)
|
|
129.7
|
|
|||||
Depreciation
|
|
15.1
|
|
|
7.1
|
|
|
34.1
|
|
|
4.8
|
|
|
61.1
|
|
|||||
Capital expenditures
|
|
14.0
|
|
|
14.1
|
|
|
35.7
|
|
|
10.0
|
|
|
73.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/
Pacific
|
|
Consolidated
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,530.5
|
|
|
$
|
760.7
|
|
|
$
|
2,939.4
|
|
|
$
|
277.7
|
|
|
$
|
5,508.3
|
|
Income (loss) from operations
|
|
116.4
|
|
|
38.8
|
|
|
284.0
|
|
|
(25.4
|
)
|
|
413.8
|
|
|||||
Depreciation
|
|
46.5
|
|
|
16.4
|
|
|
89.9
|
|
|
9.2
|
|
|
162.0
|
|
|||||
Capital expenditures
|
|
36.3
|
|
|
17.4
|
|
|
65.7
|
|
|
27.7
|
|
|
147.1
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,865.0
|
|
|
$
|
1,248.8
|
|
|
$
|
3,783.8
|
|
|
$
|
340.9
|
|
|
$
|
7,238.5
|
|
Income (loss) from operations
|
|
188.3
|
|
|
94.2
|
|
|
366.0
|
|
|
(5.6
|
)
|
|
642.9
|
|
|||||
Depreciation
|
|
44.5
|
|
|
19.9
|
|
|
104.3
|
|
|
11.7
|
|
|
180.4
|
|
|||||
Capital expenditures
|
|
50.7
|
|
|
30.6
|
|
|
117.8
|
|
|
30.2
|
|
|
229.3
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of September 30, 2015
|
|
$
|
1,021.5
|
|
|
$
|
567.8
|
|
|
$
|
1,904.3
|
|
|
$
|
394.6
|
|
|
$
|
3,888.2
|
|
As of December 31, 2014
|
|
$
|
1,026.9
|
|
|
$
|
719.8
|
|
|
$
|
2,036.0
|
|
|
$
|
353.8
|
|
|
$
|
4,136.5
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment income from operations
|
$
|
117.8
|
|
|
$
|
129.7
|
|
|
$
|
413.8
|
|
|
$
|
642.9
|
|
Corporate expenses
|
(24.7
|
)
|
|
(28.7
|
)
|
|
(81.1
|
)
|
|
(88.3
|
)
|
||||
Stock compensation (expense) credit
|
(3.2
|
)
|
|
21.0
|
|
|
(10.1
|
)
|
|
9.8
|
|
||||
Restructuring and other infrequent expenses
|
—
|
|
|
(2.9
|
)
|
|
(14.6
|
)
|
|
(2.9
|
)
|
||||
Amortization of intangibles
|
(10.8
|
)
|
|
(10.4
|
)
|
|
(32.2
|
)
|
|
(30.4
|
)
|
||||
Consolidated income from operations
|
$
|
79.1
|
|
|
$
|
108.7
|
|
|
$
|
275.8
|
|
|
$
|
531.1
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Segment assets
|
$
|
3,888.2
|
|
|
$
|
4,136.5
|
|
Cash and cash equivalents
|
425.4
|
|
|
363.7
|
|
||
Receivables from affiliates
|
119.3
|
|
|
108.4
|
|
||
Investments in affiliates
|
403.3
|
|
|
424.1
|
|
||
Deferred tax assets, other current and noncurrent assets
|
591.0
|
|
|
616.6
|
|
||
Intangible assets, net
|
520.7
|
|
|
553.8
|
|
||
Goodwill
|
1,123.7
|
|
|
1,192.8
|
|
||
Consolidated total assets
|
$
|
7,071.6
|
|
|
$
|
7,395.9
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended September 30,
|
|
Change
|
|
Change Due to Currency
Translation
|
||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
North America
|
$
|
494.9
|
|
|
$
|
531.3
|
|
|
$
|
(36.4
|
)
|
|
(6.9
|
)%
|
|
$
|
(16.6
|
)
|
|
(3.1
|
)%
|
South America
|
231.4
|
|
|
455.0
|
|
|
(223.6
|
)
|
|
(49.1
|
)%
|
|
(115.3
|
)
|
|
(25.3
|
)%
|
||||
Europe/Africa/Middle East
|
894.3
|
|
|
1,026.0
|
|
|
(131.7
|
)
|
|
(12.8
|
)%
|
|
(169.9
|
)
|
|
(16.6
|
)%
|
||||
Asia/Pacific
|
115.8
|
|
|
142.5
|
|
|
(26.7
|
)
|
|
(18.7
|
)%
|
|
(21.3
|
)
|
|
(15.0
|
)%
|
||||
|
$
|
1,736.4
|
|
|
$
|
2,154.8
|
|
|
$
|
(418.4
|
)
|
|
(19.4
|
)%
|
|
$
|
(323.1
|
)
|
|
(15.0
|
)%
|
|
Nine Months Ended September 30,
|
|
Change
|
|
Change Due to Currency
Translation
|
||||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
North America
|
$
|
1,530.5
|
|
|
$
|
1,865.0
|
|
|
$
|
(334.5
|
)
|
|
(17.9
|
)%
|
|
$
|
(42.0
|
)
|
|
(2.3
|
)%
|
South America
|
760.7
|
|
|
1,248.8
|
|
|
(488.1
|
)
|
|
(39.1
|
)%
|
|
(266.5
|
)
|
|
(21.3
|
)%
|
||||
Europe/Africa/Middle East
|
2,939.4
|
|
|
3,783.8
|
|
|
(844.4
|
)
|
|
(22.3
|
)%
|
|
(624.8
|
)
|
|
(16.5
|
)%
|
||||
Asia/Pacific
|
277.7
|
|
|
340.9
|
|
|
(63.2
|
)
|
|
(18.5
|
)%
|
|
(43.1
|
)
|
|
(12.6
|
)%
|
||||
|
$
|
5,508.3
|
|
|
$
|
7,238.5
|
|
|
$
|
(1,730.2
|
)
|
|
(23.9
|
)%
|
|
$
|
(976.4
|
)
|
|
(13.5
|
)%
|
|
|
Three Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
||||||||||
|
|
$
|
|
% of
Net Sales |
|
$
|
|
% of
Net Sales
(1)
|
||||||
Gross profit
|
|
$
|
365.7
|
|
|
21.1
|
%
|
|
$
|
421.9
|
|
|
19.6
|
%
|
Selling, general and administrative expenses
|
|
205.8
|
|
|
11.9
|
%
|
|
221.7
|
|
|
10.3
|
%
|
||
Engineering expenses
|
|
70.0
|
|
|
4.0
|
%
|
|
78.2
|
|
|
3.6
|
%
|
||
Restructuring and other infrequent expenses
|
|
—
|
|
|
—
|
%
|
|
2.9
|
|
|
0.1
|
%
|
||
Amortization of intangibles
|
|
10.8
|
|
|
0.6
|
%
|
|
10.4
|
|
|
0.5
|
%
|
||
Income from operations
|
|
$
|
79.1
|
|
|
4.6
|
%
|
|
$
|
108.7
|
|
|
5.0
|
%
|
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
||||||||||
|
|
$
|
|
% of
Net Sales |
|
$
|
|
% of
Net Sales
(1)
|
||||||
Gross profit
|
|
$
|
1,163.2
|
|
|
21.1
|
%
|
|
$
|
1,568.3
|
|
|
21.7
|
%
|
Selling, general and administrative expenses
|
|
630.1
|
|
|
11.4
|
%
|
|
751.0
|
|
|
10.4
|
%
|
||
Engineering expenses
|
|
210.5
|
|
|
3.8
|
%
|
|
252.9
|
|
|
3.5
|
%
|
||
Restructuring and other infrequent expenses
|
|
14.6
|
|
|
0.3
|
%
|
|
2.9
|
|
|
—
|
%
|
||
Amortization of intangibles
|
|
32.2
|
|
|
0.6
|
%
|
|
30.4
|
|
|
0.4
|
%
|
||
Income from operations
|
|
$
|
275.8
|
|
|
5.0
|
%
|
|
$
|
531.1
|
|
|
7.3
|
%
|
(1)
|
Rounding may impact summation of amounts.
|
•
|
Our €200.0 million (or approximately
$223.4 million
as of
September 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
€312.0 million
(or approximately
$348.5 million
as of
September 30, 2015
) term loan facility, which expires in June 2020. As of
September 30, 2015
,
$304.6 million
was outstanding under the multi-currency revolving credit facility and
€312.0 million
(or approximately
$348.5 million
) was outstanding under the term loan facility (see further discussion below).
|
•
|
Our €200.0 million (or approximately
$223.4 million
as of
September 30, 2015
) 1.056% senior term loan, which matures in 2020 (see further discussion below).
|
•
|
Our
$301.6 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
September 30, 2015
, approximately
$1.1 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)
|
||||||
July 1, 2015 through
July 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
406.7
|
|
August 1, 2015 through
August 31, 2015
(2)
|
|
1,285,897
|
|
|
$
|
49.31
|
|
|
1,285,897
|
|
|
$
|
344.2
|
|
September 1, 2015 through
September 30, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
344.2
|
|
Total
|
|
1,285,897
|
|
|
$
|
49.31
|
|
|
1,285,897
|
|
|
$
|
344.2
|
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description of Exhibit
|
|
The filings referenced for
incorporation by reference are
AGCO Corporation
|
|
|
|
|
|
10.1
|
|
Letter Agreement executed November 5, 2015 between AGCO International GmbH and TAFE International LLC, Turkey and Tractors and Farm Equipment Limited
|
|
Filed herewith
|
|
|
|
|
|
10.2
|
|
AGCO Corporation Amended and Restated Executive Nonqualified Pension Plan
|
|
October 6, 2015, Form 8-K, Exhibit 99.1
|
|
|
|
|
|
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:
|
November 9, 2015
|
|
AGCO CORPORATION
Registrant
/s/ Andrew H. Beck
|
|
|
|
Andrew H. Beck
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Exhibit 10.1
|
1.
|
PURCHASE AND SALE:
|
2.
|
BRAND:
|
3.
|
NATURE OF AGREEMENT:
|
a.
|
Exclusive for MF Heritage (including MF 2600 series) tractors, 35HP to 85HP range and non-exclusive for supply of Massey Ferguson branded, non-cab Centurion Global series tractors - G1 and G2 tractors upto 80HP - to be supplied under a mutually agreed Manufacturing and Supply Agreement to be sold within the Territory;
|
b.
|
Non-exclusive for supply of Massey Ferguson branded Centurion Global series tractors - G2 (fitted with AGCO Power Engine, Cab and High spec) and Massey Ferguson branded G3 tractors (non-Cab and with Cab), both over 80HP - to be sold within the Territory
as mutually agreed upon terms by the parties in a Contract Assembly Agreement; and
|
c.
|
Subject to the above provisions and agreements, the parties agree that they shall not have any similar arrangements with any other person/ entity located in the Territory during the currency of this Letter Agreement for sale of the Massey Ferguson branded tractors within the Territory save that, for the avoidance of doubt, restrictions in this paragraph 3 shall not cover “Hi spec” and/or Global Series Tractors built in AGCO proprietary sites or tractors
|
d.
|
It is understood that supply under this Letter Agreement is subject to product viability, cost and performance competitiveness.
|
4.
|
PROCEDURES AND PRICE
:
|
5.
|
ROLES AND RESPONSIBILTIES OF AGCO
:
|
a.
|
Brand strategy and corporate communication;
|
b.
|
Network planning, Dealer standards, Dealer development, Appointment of dealers and sub dealers for the products;
|
c.
|
Order booking and invoicing, Delivery and Credit limit to the dealers, Channel and retail financing;
|
d.
|
Standardized payment terms, sales incentives and volume bonuses to dealers;
|
e.
|
Service and warranty standards;
|
f.
|
Full range advertising, conducting fairs, local events and road shows. These will be carried out by AGCO and TAFE will participate and share the cost of promotion for its products as may be mutually agreed upon;
|
g.
|
Service and support for the customers.
|
6.
|
ROLES AND RESPONSIBILITIES OF TAFE
:
|
a.
|
Field level demand activation through demonstrations, field activities and training for Heritage products;
|
b.
|
Competitive intelligence for its product classifications;
|
c.
|
Warranty costs/repairs for its product for Heritage products (including 2600 series)
|
d.
|
Warranty terms for Centurion Global series (2700 & 4700) will be as per the terms to be mutually agreed upon.
|
7.
|
JOINT ROLES AND RESPONSIBILITIES
:
|
a.
|
Product Strategy and Features
|
b.
|
Fairs, events, demonstrations and general advertising;
|
c.
|
Training of Dealers
|
d.
|
Service Activities
|
8.
|
REVIEW:
|
9.
|
CONFIDENTIALITY
:
|
10.
|
TERM AND TERMINATION
:
|
M/s. TAFE International LLC &
|
M/s. AGCO International GmbH
|
M/s. Tractors and Farm
|
|
Equipment Limited
|
|
|
|
By
/s/ Mallika Srinivasan
|
By /s/ Rob Smith
|
|
|
|
|
Its Authorised Signatory
|
Its Authorised Signatory
|
Date: 26-10-2015
|
Date: 26-10-2015
|
|
|
|
|
|
By
/s/ Roger Batkin
|
|
|
|
Its Authorised Signatory
|
|
Date: 5-11-2015
|
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:
|
November 9, 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:
|
November 9, 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
|
|
|
November 9, 2015
|
|
|
|
|
|
/s/Andrew H. Beck
|
|
|
Andrew H. Beck
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
November 9, 2015
|
|