|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Net Sales
|
|||||||
Product
|
|
Product Description
|
|
2015
|
|
2014
|
|
2013
|
|||
Tractors
|
•
|
High horsepower tractors (100 to 600 horsepower); typically used on larger farms, primarily for row crop production
|
|
57
|
%
|
|
57
|
%
|
|
60
|
%
|
|
•
|
Utility tractors (40 to 100 horsepower); typically used on small- and medium-sized farms and in specialty agricultural industries, including dairy, livestock, orchards and vineyards
|
|
|
|
|
|
|
|||
|
•
|
Compact tractors (under 40 horsepower); typically used on small farms and specialty agricultural industries, as well as for landscaping and residential uses
|
|
|
|
|
|
|
|||
Combines
|
•
|
Combines, sold with a variety of threshing technologies and complemented by a variety of crop-harvesting heads; typically used in harvesting grain crops such as corn, wheat, soybeans and rice
|
|
4
|
%
|
|
6
|
%
|
|
6
|
%
|
Application Equipment
|
•
|
Self-propelled, three- and four-wheeled vehicles and related equipment; for use in the application of liquid and dry fertilizers and crop protection chemicals both prior to planting crops (“pre-emergence”) and after crops emerge from the ground (“post-emergence”)
|
|
4
|
%
|
|
5
|
%
|
|
5
|
%
|
Hay Tools and Forage Equipment, Implements & Other Equipment
|
•
|
Round and rectangular balers, self-propelled windrowers, disc mowers, spreaders, rakes, tedders, and mower conditioners; used for the harvesting and packaging of vegetative feeds used in the beef cattle, dairy, horse and renewable fuel industries
|
|
9
|
%
|
|
9
|
%
|
|
9
|
%
|
|
•
|
Implements, including disc harrows, which cut through crop residue, leveling seed beds and mixing chemicals with the soils; heavy tillage, which break up soil and mix crop residue into topsoil, with or without prior discing; field cultivators, which prepare a smooth seed bed and destroy weeds; and drills, which are primarily used for small grain seeding
|
|
|
|
|
|
|
|||
|
•
|
Planters; used to apply fertilizer and plant seeds in the field, typically used in row crop seeding
|
|
|
|
|
|
|
|||
|
•
|
Other equipment, including loaders; used for a variety of tasks, including lifting and transporting hay crops
|
|
|
|
|
|
|
|||
Grain Storage and Protein Production Systems
|
•
|
Grain storage bins and related drying and handling equipment systems; swine and poultry feed storage and delivery, ventilation and watering systems; and egg production cages and broiler production equipment
|
|
10
|
%
|
|
9
|
%
|
|
7
|
%
|
Replacement Parts
|
•
|
Replacement parts for all of the products we sell, including products no longer in production. Most of our products can be economically maintained with parts and service for a period of ten to 20 years. Our parts inventories are maintained and distributed through a network of master and regional warehouses throughout North America, South America, Europe and Australia in order to provide timely response to customer demand for replacement parts
|
|
16
|
%
|
|
14
|
%
|
|
13
|
%
|
|
|
Independent Dealers and Distributors
|
|
Percent of Net Sales
|
|||||||
Geographical region
|
|
2015
|
|
2015
|
|
2014
|
|
2013
|
|||
Europe
|
|
1,010
|
|
51
|
%
|
|
49
|
%
|
|
48
|
%
|
North America
|
|
1,340
|
|
26
|
%
|
|
25
|
%
|
|
26
|
%
|
South America
|
|
290
|
|
13
|
%
|
|
17
|
%
|
|
19
|
%
|
Rest of World
(1)
|
|
360
|
|
10
|
%
|
|
9
|
%
|
|
7
|
%
|
•
|
annual reports on Form 10-K;
|
•
|
quarterly reports on Form 10-Q;
|
•
|
current reports on Form 8-K;
|
•
|
proxy statements for the annual meetings of stockholders; and
|
•
|
Forms 3, 4 and 5
|
•
|
charters for the committees of our board of directors, which are available under the heading “Charters of the Committees of the Board” in the “Governance, Committees, & Charters” section of the “Corporate Governance” section of our website located under “Investors,” and
|
•
|
our Global Code of Conduct, which is available under the heading “Global Code of Conduct” in the “Corporate Governance” section of our website located under “Investors.”
|
•
|
innovation;
|
•
|
customer acceptance;
|
•
|
the efficiency of our suppliers in providing component parts and of our manufacturing facilities in producing final products; and
|
•
|
the performance and quality of our products relative to those of our competitors.
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
restricting us from being able to introduce new products or pursuing business opportunities;
|
•
|
placing us at a competitive disadvantage compared to our competitors that may have less indebtedness; and
|
•
|
limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds, pay cash dividends or engage in or enter into certain transactions.
|
•
|
the costs of integrating acquired businesses and their operations may be higher than we expect and may require significant attention from our management;
|
•
|
the businesses we acquire may have undisclosed liabilities, such as environmental liabilities or liabilities for violations of laws, such as the FCPA, that we did not expect; and
|
•
|
our ability to successfully carry out our growth strategies for acquired businesses will be affected by, among other things, our ability to maintain and enhance our relationships with their existing customers, our ability to provide additional product distribution opportunities to them through our existing distribution channels, changes in the spending patterns and preferences of customers and potential customers, fluctuating economic and competitive conditions and our ability to retain their key personnel.
|
Location
|
|
Description of Property
|
|
Leased
(Sq. Ft.)
|
|
Owned
(Sq. Ft.)
|
||
United States:
|
|
|
|
|
|
|
||
Assumption, Illinois
|
|
Manufacturing/Sales and Administrative Office
|
|
|
|
933,900
|
|
|
Batavia, Illinois
|
|
Parts Distribution
|
|
310,200
|
|
|
|
|
Duluth, Georgia
|
|
Corporate Headquarters
|
|
166,700
|
|
|
|
|
Hesston, Kansas
|
|
Manufacturing
|
|
|
|
|
1,461,800
|
|
Jackson, Minnesota
|
|
Manufacturing
|
|
327,000
|
|
|
706,000
|
|
International:
|
|
|
|
|
|
|
|
|
Beauvais, France
(1)
|
|
Manufacturing
|
|
14,300
|
|
|
1,258,700
|
|
Breganze, Italy
|
|
Manufacturing
|
|
|
|
1,548,400
|
|
|
Ennery, France
|
|
Parts Distribution
|
|
54,500
|
|
|
823,200
|
|
Linnavuori, Finland
|
|
Manufacturing
|
|
|
|
|
396,300
|
|
Marktoberdorf, Germany
|
|
Manufacturing
|
|
127,400
|
|
|
1,472,000
|
|
Suolahti, Finland
|
|
Manufacturing/Parts Distribution
|
|
|
|
|
550,900
|
|
Canoas, Brazil
|
|
Regional Headquarters/Manufacturing
|
|
|
|
|
665,200
|
|
Mogi das Cruzes, Brazil
|
|
Manufacturing
|
|
|
|
|
727,400
|
|
Santa Rosa, Brazil
|
|
Manufacturing
|
|
|
|
|
512,200
|
|
Changzhou, China
|
|
Manufacturing
|
|
248,000
|
|
|
767,000
|
|
(1)
|
Includes our joint venture, GIMA, in which we own a 50% interest.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2015
|
|
|
|
|
|
||||||
First Quarter
|
$
|
50.95
|
|
|
$
|
42.07
|
|
|
$
|
0.12
|
|
Second Quarter
|
57.26
|
|
|
46.13
|
|
|
0.12
|
|
|||
Third Quarter
|
57.90
|
|
|
43.22
|
|
|
0.12
|
|
|||
Fourth Quarter
|
51.73
|
|
|
41.91
|
|
|
0.12
|
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2014
|
|
|
|
|
|
||||||
First Quarter
|
$
|
59.02
|
|
|
$
|
49.93
|
|
|
$
|
0.11
|
|
Second Quarter
|
59.18
|
|
|
53.28
|
|
|
0.11
|
|
|||
Third Quarter
|
56.61
|
|
|
45.07
|
|
|
0.11
|
|
|||
Fourth Quarter
|
47.37
|
|
|
41.56
|
|
|
0.11
|
|
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)(3)
|
||||||
October 1, 2015 through
October 31, 2015
(2)
|
|
342,637
|
|
|
$
|
46.12
|
|
|
342,637
|
|
|
$
|
344.2
|
|
November 1, 2015 through
November 30, 2015
(3)
|
|
1,711,230
|
|
|
$
|
46.75
|
|
|
1,711,230
|
|
|
$
|
244.2
|
|
December 1, 2015 through
December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
244.2
|
|
Total
|
|
2,053,867
|
|
|
$
|
46.50
|
|
|
2,053,867
|
|
|
$
|
244.2
|
|
(1)
|
Our Board of Directors
’
authorization to repurchase these shares expires in December 2016.
|
(2)
|
In August 2015, we entered into an accelerated share repurchase (“ASR”) agreement with a third-party financial institution to repurchase $62.5 million of our common stock. The ASR agreement resulted in the delivery of 1,012,638 shares of our common stock, representing 75% of the shares expected to be repurchased in connection with the transaction. In October 2015, the remaining 342,637 shares under the ASR agreement were delivered. As reflected in the table above, the average price paid per share for the ASR agreement was the volume-weighted average stock price of our common stock over the term of the ASR agreement. Refer to Note 9 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data, ”for a further discussion of this matter.
|
(3)
|
In November 2015, we entered into an ASR agreement
with a third-party financial institution to repurchase $100.0 million of our common stock. The ASR agreement resulted in the initial delivery of 1,711,230 shares of our common stock, representing approximately 80% of the shares expected to be repurchased in connection with the transaction. In January 2016, the remaining 407,607 shares under the ASR agreement were delivered. The average price paid per share related to the ASR agreement reflected in the table above was derived using the fair market value of the shares on the date the initial 1,711,230 shares were delivered. The amount that may yet be purchased under our share repurchase programs, as presented in the above table, was reduced by the entire $100.0 million payment related to the ASR agreement. Refer to Note 9 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for a further discussion of this matter.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(In millions, except per share data)
|
||||||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
7,467.3
|
|
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
$
|
9,962.2
|
|
|
$
|
8,773.2
|
|
Gross profit
|
|
1,560.6
|
|
|
2,066.3
|
|
|
2,390.6
|
|
|
2,123.2
|
|
|
1,776.1
|
|
|||||
Income from operations
|
|
361.1
|
|
|
646.5
|
|
|
900.7
|
|
|
693.2
|
|
|
610.3
|
|
|||||
Net income
|
|
264.0
|
|
|
404.2
|
|
|
592.3
|
|
|
516.4
|
|
|
585.3
|
|
|||||
Net loss (income) attributable to noncontrolling interests
|
|
2.4
|
|
|
6.2
|
|
|
4.9
|
|
|
5.7
|
|
|
(2.0
|
)
|
|||||
Net income attributable to AGCO Corporation and subsidiaries
|
|
$
|
266.4
|
|
|
$
|
410.4
|
|
|
$
|
597.2
|
|
|
$
|
522.1
|
|
|
$
|
583.3
|
|
Net income per common share — diluted
|
|
$
|
3.06
|
|
|
$
|
4.36
|
|
|
$
|
6.01
|
|
|
$
|
5.30
|
|
|
$
|
5.95
|
|
Cash dividends declared and paid per common share
|
|
$
|
0.48
|
|
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average shares outstanding — diluted
|
|
87.1
|
|
|
94.2
|
|
|
99.4
|
|
|
98.6
|
|
|
98.1
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(In millions, except number of employees)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
426.7
|
|
|
$
|
363.7
|
|
|
$
|
1,047.2
|
|
|
$
|
781.3
|
|
|
$
|
724.4
|
|
Total assets
(1)
|
|
6,501.3
|
|
|
7,368.8
|
|
|
8,395.8
|
|
|
7,700.9
|
|
|
7,317.8
|
|
|||||
Total long-term debt, excluding current portion
|
|
928.8
|
|
|
997.6
|
|
|
938.5
|
|
|
1,035.6
|
|
|
1,409.7
|
|
|||||
Stockholders’ equity
|
|
2,883.3
|
|
|
3,496.9
|
|
|
4,044.8
|
|
|
3,481.5
|
|
|
3,031.2
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Number of employees
|
|
19,588
|
|
|
20,828
|
|
|
22,111
|
|
|
20,320
|
|
|
19,294
|
|
(1)
|
The Company elected to early adopt Accounting Standards Update 2015-17
“
Balance Sheet Classification of Deferred Taxes
”
( “ASU 2015-17”), which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The requirements of ASU 2015-17 have been applied retrospectively to all periods presented. Refer to Note 1 of our Consolidated Financial Statements contained in Item 8 for a further discussion of this matter.
|
|
Years Ended December 31,
|
|||||||
|
2015
(1)
|
|
2014
(1)
|
|
2013
(1)
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
79.1
|
|
|
78.7
|
|
|
77.8
|
|
Gross profit
|
20.9
|
|
|
21.3
|
|
|
22.2
|
|
Selling, general and administrative expenses
|
11.4
|
|
|
10.2
|
|
|
10.1
|
|
Engineering expenses
|
3.8
|
|
|
3.5
|
|
|
3.3
|
|
Restructuring and other infrequent expenses
|
0.3
|
|
|
0.5
|
|
|
—
|
|
Amortization of intangibles
|
0.6
|
|
|
0.4
|
|
|
0.4
|
|
Income from operations
|
4.8
|
|
|
6.6
|
|
|
8.4
|
|
Interest expense, net
|
0.6
|
|
|
0.6
|
|
|
0.5
|
|
Other expense, net
|
0.5
|
|
|
0.5
|
|
|
0.4
|
|
Income before income taxes and equity in net earnings of affiliates
|
3.7
|
|
|
5.5
|
|
|
7.4
|
|
Income tax provision
|
1.0
|
|
|
1.9
|
|
|
2.4
|
|
Income before equity in net earnings of affiliates
|
2.8
|
|
|
3.6
|
|
|
5.0
|
|
Equity in net earnings of affiliates
|
0.8
|
|
|
0.5
|
|
|
0.4
|
|
Net income
|
3.5
|
|
|
4.2
|
|
|
5.5
|
|
Net loss attributable to noncontrolling interests
|
—
|
|
|
0.1
|
|
|
—
|
|
Net income attributable to AGCO Corporation and subsidiaries
|
3.6
|
%
|
|
4.2
|
%
|
|
5.5
|
%
|
(1)
|
Rounding may impact summation of amounts.
|
|
|
|
|
|
Change
|
|
Change due to Currency
Translation
|
||||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
North America
|
$
|
1,965.0
|
|
|
$
|
2,414.2
|
|
|
$
|
(449.2
|
)
|
|
(18.6
|
)%
|
|
$
|
(54.5
|
)
|
|
(2.3
|
)%
|
South America
|
949.0
|
|
|
1,663.4
|
|
|
(714.4
|
)
|
|
(42.9
|
)%
|
|
(352.3
|
)
|
|
(21.2
|
)%
|
||||
EAME
|
4,151.3
|
|
|
5,158.5
|
|
|
(1,007.2
|
)
|
|
(19.5
|
)%
|
|
(799.3
|
)
|
|
(15.5
|
)%
|
||||
Asia/Pacific
|
402.0
|
|
|
487.6
|
|
|
(85.6
|
)
|
|
(17.6
|
)%
|
|
(58.9
|
)
|
|
(12.1
|
)%
|
||||
|
$
|
7,467.3
|
|
|
$
|
9,723.7
|
|
|
$
|
(2,256.4
|
)
|
|
(23.2
|
)%
|
|
$
|
(1,265.0
|
)
|
|
(13.0
|
)%
|
|
2015
|
|
2014
|
||||||||||
|
$
|
|
% of
Net Sales
|
|
$
|
|
% of
Net Sales
(1)
|
||||||
Gross profit
|
$
|
1,560.6
|
|
|
20.9
|
%
|
|
$
|
2,066.3
|
|
|
21.3
|
%
|
Selling, general and administrative expenses
|
852.3
|
|
|
11.4
|
%
|
|
995.4
|
|
|
10.2
|
%
|
||
Engineering expenses
|
282.2
|
|
|
3.8
|
%
|
|
337.0
|
|
|
3.5
|
%
|
||
Restructuring and other infrequent expenses
|
22.3
|
|
|
0.3
|
%
|
|
46.4
|
|
|
0.5
|
%
|
||
Amortization of intangibles
|
42.7
|
|
|
0.6
|
%
|
|
41.0
|
|
|
0.4
|
%
|
||
Income from operations
|
$
|
361.1
|
|
|
4.8
|
%
|
|
$
|
646.5
|
|
|
6.6
|
%
|
(1)
|
Rounding may impact summation of amounts.
|
|
|
|
|
|
Change
|
|
Change due to Currency
Translation
|
||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
North America
|
$
|
2,414.2
|
|
|
$
|
2,757.8
|
|
|
$
|
(343.6
|
)
|
|
(12.5
|
)%
|
|
$
|
(25.3
|
)
|
|
(0.9
|
)%
|
South America
|
1,663.4
|
|
|
2,039.7
|
|
|
(376.3
|
)
|
|
(18.4
|
)%
|
|
(180.1
|
)
|
|
(8.8
|
)%
|
||||
Europe/Africa/Middle East
|
5,158.5
|
|
|
5,481.5
|
|
|
(323.0
|
)
|
|
(5.9
|
)%
|
|
(40.0
|
)
|
|
(0.7
|
)%
|
||||
Asia/Pacific
|
487.6
|
|
|
507.9
|
|
|
(20.3
|
)
|
|
(4.0
|
)%
|
|
(13.3
|
)
|
|
(2.6
|
)%
|
||||
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
$
|
(1,063.2
|
)
|
|
(9.9
|
)%
|
|
$
|
(258.7
|
)
|
|
(2.4
|
)%
|
|
2014
|
|
2013
|
||||||||||
|
$
|
|
% of
Net Sales
(1)
|
|
$
|
|
% of
Net Sales
|
||||||
Gross profit
|
$
|
2,066.3
|
|
|
21.3
|
%
|
|
$
|
2,390.6
|
|
|
22.2
|
%
|
Selling, general and administrative expenses
|
995.4
|
|
|
10.2
|
%
|
|
1,088.7
|
|
|
10.1
|
%
|
||
Engineering expenses
|
337.0
|
|
|
3.5
|
%
|
|
353.4
|
|
|
3.3
|
%
|
||
Restructuring and other infrequent expenses
|
46.4
|
|
|
0.5
|
%
|
|
—
|
|
|
—
|
%
|
||
Amortization of intangibles
|
41.0
|
|
|
0.4
|
%
|
|
47.8
|
|
|
0.4
|
%
|
||
Income from operations
|
$
|
646.5
|
|
|
6.6
|
%
|
|
$
|
900.7
|
|
|
8.4
|
%
|
(1)
|
Rounding may impact summation of amounts.
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
2015:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
1,702.6
|
|
|
$
|
2,069.3
|
|
|
$
|
1,736.4
|
|
|
$
|
1,959.0
|
|
Gross profit
|
347.9
|
|
|
449.6
|
|
|
365.7
|
|
|
397.4
|
|
||||
Income from operations
|
46.8
|
|
|
149.9
|
|
|
79.1
|
|
|
85.3
|
|
||||
Net income
|
29.9
|
|
|
105.6
|
|
|
67.2
|
|
|
61.3
|
|
||||
Net loss (income) attributable to noncontrolling interests
|
0.2
|
|
|
1.5
|
|
|
(0.1
|
)
|
|
0.8
|
|
||||
Net income attributable to AGCO Corporation and subsidiaries
|
30.1
|
|
|
107.1
|
|
|
67.1
|
|
|
62.1
|
|
||||
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted
|
0.34
|
|
|
1.22
|
|
|
0.77
|
|
|
0.73
|
|
||||
2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
2,333.4
|
|
|
$
|
2,750.3
|
|
|
$
|
2,154.8
|
|
|
$
|
2,485.2
|
|
Gross profit
|
514.9
|
|
|
631.5
|
|
|
421.9
|
|
|
498.0
|
|
||||
Income from operations
|
155.7
|
|
|
266.7
|
|
|
108.7
|
|
|
115.4
|
|
||||
Net income
|
99.2
|
|
|
166.0
|
|
|
62.5
|
|
|
76.5
|
|
||||
Net loss attributable to noncontrolling interests
|
0.4
|
|
|
2.2
|
|
|
2.5
|
|
|
1.1
|
|
||||
Net income attributable to AGCO Corporation and subsidiaries
|
99.6
|
|
|
168.2
|
|
|
65.0
|
|
|
77.6
|
|
||||
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted
|
1.03
|
|
|
1.77
|
|
|
0.69
|
|
|
0.85
|
|
•
|
Our
€200.0 million
(or approximately $217.2 million as of
December 31, 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
$338.9 million
as of
December 31, 2015
) term loan facility, which expires in June 2020. As of
December 31, 2015
, there were no outstanding amounts under the multi-currency revolving credit facility and
€312.0 million
(or approximately
$338.9 million
) was outstanding under the term loan facility (see further discussion below).
|
•
|
Our
€200.0 million
(or approximately
$217.2 million
as of
December 31, 2015
) 1.056% senior term loan, which matures in 2020 (see further discussion below).
|
•
|
Our
$297.4 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, Europe and Brazil. As of
December 31, 2015
, approximately
$1.1 billion
of cash had been received under these agreements (see further discussion below).
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
2016
|
|
2017 to
2018
|
|
2019 to
2020
|
|
2021 and
Beyond
|
||||||||||
Indebtedness
(1)
|
$
|
1,235.0
|
|
|
$
|
306.2
|
|
|
$
|
53.2
|
|
|
$
|
578.2
|
|
|
$
|
297.4
|
|
Interest payments related to indebtedness
(2)
|
128.7
|
|
|
52.2
|
|
|
37.6
|
|
|
29.0
|
|
|
9.9
|
|
|||||
Capital lease obligations
|
3.4
|
|
|
2.1
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
174.3
|
|
|
50.2
|
|
|
58.4
|
|
|
22.7
|
|
|
43.0
|
|
|||||
Unconditional purchase obligations
|
87.7
|
|
|
71.1
|
|
|
16.5
|
|
|
0.1
|
|
|
—
|
|
|||||
Other short-term and long-term obligations
(3)
|
369.6
|
|
|
95.4
|
|
|
83.0
|
|
|
81.5
|
|
|
109.7
|
|
|||||
Total contractual cash obligations
|
$
|
1,998.7
|
|
|
$
|
577.2
|
|
|
$
|
250.0
|
|
|
$
|
711.5
|
|
|
$
|
460.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
|
|
|
|
|
2017 to
2018
|
|
2019 to
2020
|
|
2021 and
Beyond
|
||||||||||
|
Total
|
|
2016
|
|
|
|
|||||||||||||
Standby letters of credit and similar instruments
|
$
|
17.5
|
|
|
$
|
17.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
68.3
|
|
|
63.2
|
|
|
4.3
|
|
|
0.8
|
|
|
—
|
|
|||||
Total commercial commitments and letters of credit
|
$
|
85.8
|
|
|
$
|
80.7
|
|
|
$
|
4.3
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
(1)
|
Indebtedness amounts reflect the principal amount of our senior term loan, senior notes and credit facility.
|
(2)
|
Estimated interest payments are calculated assuming current interest rates over minimum maturity periods specified in debt agreements. Debt may be repaid sooner or later than such minimum maturity periods (unaudited).
|
(3)
|
Other short-term and long-term obligations include estimates of future minimum contribution requirements under our U.S. and non-U.S. defined benefit pension and postretirement plans. These estimates are based on current legislation in the countries we operate within and are subject to change. Other short-term and long-term obligations also include income tax liabilities related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions.
|
• Discount rates
|
• Inflation
|
• Salary growth
|
• Expected return on plan assets
|
• Retirement rates
|
• Mortality rates
|
•
|
Our inflation assumption is based on an evaluation of external market indicators.
|
•
|
The salary growth assumptions reflect our long-term actual experience, the near-term outlook and assumed inflation.
|
•
|
The expected return on plan asset assumptions reflects asset allocations, investment strategy, historical experience and the views of investment managers, and reflects a projection of the expected arithmetic returns over ten years.
|
•
|
Retirement and termination rates primarily are based on actual plan experience and actuarial standards of practice.
|
•
|
The mortality rates for the U.K. defined benefit pension plan was updated in 2015 to reflect expected improvements in the life expectancy of the plan participants. The mortality table for the U.S. defined benefit pension plans were updated in 2015 to reflect the Society of Actuaries’ most recent findings on the topic of mortality.
|
•
|
The fair value of assets used to determine the expected return on assets does not reflect any delayed recognition of asset gains and losses.
|
• Health care cost trends
|
• Inflation
|
• Discount rates
|
• Medical coverage elections
|
• Retirement rates
|
• Mortality rates
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on service and interest cost
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Effect on accumulated benefit obligation
|
$
|
3.2
|
|
|
$
|
(2.7
|
)
|
|
Page
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
7,467.3
|
|
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
Cost of goods sold
|
5,906.7
|
|
|
7,657.4
|
|
|
8,396.3
|
|
|||
Gross profit
|
1,560.6
|
|
|
2,066.3
|
|
|
2,390.6
|
|
|||
Selling, general and administrative expenses
|
852.3
|
|
|
995.4
|
|
|
1,088.7
|
|
|||
Engineering expenses
|
282.2
|
|
|
337.0
|
|
|
353.4
|
|
|||
Restructuring and other infrequent expenses
|
22.3
|
|
|
46.4
|
|
|
—
|
|
|||
Amortization of intangibles
|
42.7
|
|
|
41.0
|
|
|
47.8
|
|
|||
Income from operations
|
361.1
|
|
|
646.5
|
|
|
900.7
|
|
|||
Interest expense, net
|
45.4
|
|
|
58.4
|
|
|
58.0
|
|
|||
Other expense, net
|
36.3
|
|
|
49.1
|
|
|
40.1
|
|
|||
Income before income taxes and equity in net earnings of affiliates
|
279.4
|
|
|
539.0
|
|
|
802.6
|
|
|||
Income tax provision
|
72.5
|
|
|
187.7
|
|
|
258.5
|
|
|||
Income before equity in net earnings of affiliates
|
206.9
|
|
|
351.3
|
|
|
544.1
|
|
|||
Equity in net earnings of affiliates
|
57.1
|
|
|
52.9
|
|
|
48.2
|
|
|||
Net income
|
264.0
|
|
|
404.2
|
|
|
592.3
|
|
|||
Net loss attributable to noncontrolling interests
|
2.4
|
|
|
6.2
|
|
|
4.9
|
|
|||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
266.4
|
|
|
$
|
410.4
|
|
|
$
|
597.2
|
|
Net income per common share attributable to AGCO Corporation and subsidiaries:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
3.06
|
|
|
$
|
4.39
|
|
|
$
|
6.14
|
|
Diluted
|
$
|
3.06
|
|
|
$
|
4.36
|
|
|
$
|
6.01
|
|
Cash dividends declared and paid per common share
|
$
|
0.48
|
|
|
$
|
0.44
|
|
|
$
|
0.40
|
|
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
87.0
|
|
|
93.4
|
|
|
97.3
|
|
|||
Diluted
|
87.1
|
|
|
94.2
|
|
|
99.4
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
264.0
|
|
|
$
|
404.2
|
|
|
$
|
592.3
|
|
Other comprehensive loss, net of reclassification adjustments:
|
|
|
|
|
|
||||||
Defined benefit pension plans, net of taxes:
|
|
|
|
|
|
||||||
Prior service cost arising during year
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss recognized due to settlement
|
0.2
|
|
|
0.4
|
|
|
—
|
|
|||
Net gain recognized due to curtailment
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|||
Net actuarial gain (loss) arising during year
|
2.1
|
|
|
(54.8
|
)
|
|
45.2
|
|
|||
Amortization of prior service cost included in net periodic pension cost
|
0.4
|
|
|
0.6
|
|
|
0.6
|
|
|||
Amortization of net actuarial losses included in net periodic pension cost
|
6.3
|
|
|
7.3
|
|
|
10.7
|
|
|||
Derivative adjustments:
|
|
|
|
|
|
||||||
Net changes in fair value of derivatives
|
(4.6
|
)
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
2.7
|
|
|
1.5
|
|
|
0.5
|
|
|||
Foreign currency translation adjustments
|
(558.2
|
)
|
|
(349.3
|
)
|
|
(87.2
|
)
|
|||
Other comprehensive loss, net of reclassification adjustments
|
(555.8
|
)
|
|
(396.1
|
)
|
|
(31.6
|
)
|
|||
Comprehensive (loss) income
|
(291.8
|
)
|
|
8.1
|
|
|
560.7
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
4.5
|
|
|
6.5
|
|
|
5.2
|
|
|||
Comprehensive (loss) income attributable to AGCO Corporation and subsidiaries
|
$
|
(287.3
|
)
|
|
$
|
14.6
|
|
|
$
|
565.9
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
426.7
|
|
|
$
|
363.7
|
|
Accounts and notes receivable, net
|
836.8
|
|
|
963.8
|
|
||
Inventories, net
|
1,423.4
|
|
|
1,750.7
|
|
||
Other current assets
|
211.4
|
|
|
232.5
|
|
||
Total current assets
|
2,898.3
|
|
|
3,310.7
|
|
||
Property, plant and equipment, net
|
1,347.1
|
|
|
1,530.4
|
|
||
Investment in affiliates
|
392.9
|
|
|
424.1
|
|
||
Deferred tax assets
|
100.7
|
|
|
215.9
|
|
||
Other assets
|
140.1
|
|
|
141.1
|
|
||
Intangible assets, net
|
507.7
|
|
|
553.8
|
|
||
Goodwill
|
1,114.5
|
|
|
1,192.8
|
|
||
Total assets
|
$
|
6,501.3
|
|
|
$
|
7,368.8
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
89.0
|
|
|
$
|
94.3
|
|
Senior term loan
|
217.2
|
|
|
—
|
|
||
Accounts payable
|
625.6
|
|
|
670.2
|
|
||
Accrued expenses
|
1,106.9
|
|
|
1,244.1
|
|
||
Other current liabilities
|
146.7
|
|
|
208.3
|
|
||
Total current liabilities
|
2,185.4
|
|
|
2,216.9
|
|
||
Long-term debt, less current portion
|
928.8
|
|
|
997.6
|
|
||
Pensions and postretirement health care benefits
|
233.9
|
|
|
269.0
|
|
||
Deferred tax liabilities
|
86.4
|
|
|
211.7
|
|
||
Other noncurrent liabilities
|
183.5
|
|
|
176.7
|
|
||
Total liabilities
|
3,618.0
|
|
|
3,871.9
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|
||
AGCO Corporation stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2015 and 2014
|
—
|
|
|
—
|
|
||
Common stock; $0.01 par value, 150,000,000 shares authorized, 83,814,809 and 89,146,093 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
0.8
|
|
|
0.9
|
|
||
Additional paid-in capital
|
301.7
|
|
|
582.5
|
|
||
Retained earnings
|
3,996.0
|
|
|
3,771.6
|
|
||
Accumulated other comprehensive loss
|
(1,460.2
|
)
|
|
(906.5
|
)
|
||
Total AGCO Corporation stockholders’ equity
|
2,838.3
|
|
|
3,448.5
|
|
||
Noncontrolling interests
|
45.0
|
|
|
48.4
|
|
||
Total stockholders’ equity
|
2,883.3
|
|
|
3,496.9
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,501.3
|
|
|
$
|
7,368.8
|
|
|
|
|
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling
Interests
|
|
Total
Stockholders’
Equity
|
|
Temporary Equity
|
|||||||||||||||||||||||||||
|
Common Stock
|
|
|
|
Defined
Benefit
Pension
Plans
|
|
Cumulative
Translation
Adjustment
|
|
Deferred
(Losses) Gains on
Derivatives
|
|
Accumulated
Other
Comprehensive Loss
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Balance, December 31, 2012
|
96,815,998
|
|
|
$
|
1.0
|
|
|
$
|
1,082.9
|
|
|
$
|
2,843.7
|
|
|
$
|
(262.9
|
)
|
|
$
|
(217.2
|
)
|
|
$
|
0.7
|
|
|
$
|
(479.4
|
)
|
|
$
|
33.3
|
|
|
$
|
3,481.5
|
|
|
$
|
16.5
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
597.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
601.6
|
|
|
(9.3
|
)
|
||||||||||
Payment of dividends to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.9
|
)
|
|
|
|||||||||||
Issuance of restricted stock
|
12,059
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
|
|||||||||||
Issuance of performance award stock
|
491,692
|
|
|
—
|
|
|
(14.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.7
|
)
|
|
|
|||||||||||
SSARs exercised
|
61,941
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
|
|||||||||||
Stock compensation
|
—
|
|
|
—
|
|
|
34.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.0
|
|
|
|
|||||||||||
Excess tax benefit of stock awards
|
—
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
|
|||||||||||
Conversion of 1
1
/
4
% convertible senior subordinated notes
|
286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|
|
|||||||||||
Changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
2.3
|
|
||||||||||
Purchases and retirement of common stock
|
(19,510
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
|
|||||||||||
Defined benefit pension plans, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net actuarial gain arising during year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
|
—
|
|
|
45.2
|
|
|
|
|||||||||||
Amortization of prior service cost included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
|
|||||||||||
Amortization of net actuarial losses included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|
|
|||||||||||
Deferred gains and losses on derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
|
|||||||||||
Reclassification to temporary equity- Equity component of convertible senior subordinated notes
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
(9.2
|
)
|
||||||||||
Change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
|
(0.3
|
)
|
||||||||||
Balance, December 31, 2013
|
97,362,466
|
|
|
1.0
|
|
|
1,117.9
|
|
|
3,402.0
|
|
|
(206.4
|
)
|
|
(304.1
|
)
|
|
(0.2
|
)
|
|
(510.7
|
)
|
|
34.6
|
|
|
4,044.8
|
|
|
—
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
410.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
410.5
|
|
|
(6.3
|
)
|
||||||||||
Payment of dividends to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.8
|
)
|
|
|
|||||||||||
Issuance of restricted stock
|
14,907
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
|
|||||||||||
Issuance of performance award stock
|
367,100
|
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|
|
|||||||||||
SSARs exercised
|
30,477
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
|
|||||||||||
Stock compensation
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
|
|||||||||||
Shortfall in tax benefit of stock awards
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
|
|||||||||||
Conversion of 1
1
/
4
% convertible senior subordinated notes
|
1,437,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||||
Investment by noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|
16.1
|
|
|
|
|||||||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|
|
|||||||||||
Changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|
6.6
|
|
||||||||||
Purchases and retirement of common stock
|
(10,066,322
|
)
|
|
(0.1
|
)
|
|
(499.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(499.7
|
)
|
|
|
|||||||||||
Defined benefit pension plans, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss recognized due to settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
|||||||||||
Net gain recognized due to curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
|
|||||||||||
Net actuarial loss arising during year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.8
|
)
|
|
—
|
|
|
—
|
|
|
(54.8
|
)
|
|
—
|
|
|
(54.8
|
)
|
|
|
|||||||||||
Amortization of prior service cost included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
|
|||||||||||
Amortization of net actuarial losses included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|
|
|||||||||||
Deferred gains and losses on derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
|
|||||||||||
Change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(349.0
|
)
|
|
—
|
|
|
(349.0
|
)
|
|
—
|
|
|
(349.0
|
)
|
|
(0.3
|
)
|
||||||||||
Balance, December 31, 2014
|
89,146,093
|
|
|
0.9
|
|
|
582.5
|
|
|
3,771.6
|
|
|
(253.3
|
)
|
|
(653.1
|
)
|
|
(0.1
|
)
|
|
(906.5
|
)
|
|
48.4
|
|
|
3,496.9
|
|
|
—
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
266.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
264.0
|
|
|
|
|||||||||||
Payment of dividends to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(42.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42.0
|
)
|
|
|
|||||||||||
Issuance of restricted stock
|
15,711
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
|
|
||||||||||
Issuance of performance award stock
|
172,759
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
|
|||||||||||
SSARs exercised
|
22,176
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
|
|
||||||||||
Stock compensation
|
—
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
|
|
||||||||||
Excess tax benefit of stock awards
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
|
|||||||||||
Changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
|
|
|||||||||||
Purchases and retirement of common stock
|
(5,541,930
|
)
|
|
(0.1
|
)
|
|
(287.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(287.5
|
)
|
|
|
|||||||||||
Defined benefit pension plans, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Prior service cost arising during year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
(4.7
|
)
|
|
|
|||||||||||
Net loss recognized due to settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
|
|||||||||||
Net actuarial gain arising during year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
|
|||||||||||
Amortization of prior service cost included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
|
|||||||||||
Amortization of net actuarial losses included in net periodic pension cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|
|
|||||||||||
Deferred gains and losses on derivatives, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
|
|||||||||||
Change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556.1
|
)
|
|
—
|
|
|
(556.1
|
)
|
|
(2.1
|
)
|
|
(558.2
|
)
|
|
|
|||||||||||
Balance, December 31, 2015
|
83,814,809
|
|
|
$
|
0.8
|
|
|
$
|
301.7
|
|
|
$
|
3,996.0
|
|
|
$
|
(249.0
|
)
|
|
$
|
(1,209.2
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(1,460.2
|
)
|
|
$
|
45.0
|
|
|
$
|
2,883.3
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
264.0
|
|
|
$
|
404.2
|
|
|
$
|
592.3
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
217.4
|
|
|
239.4
|
|
|
211.6
|
|
|||
Deferred debt issuance cost amortization
|
2.0
|
|
|
2.7
|
|
|
3.5
|
|
|||
Amortization of intangibles
|
42.7
|
|
|
41.0
|
|
|
47.8
|
|
|||
Amortization of debt discount
|
—
|
|
|
—
|
|
|
9.2
|
|
|||
Stock compensation expense (credit)
|
12.2
|
|
|
(10.8
|
)
|
|
34.6
|
|
|||
Equity in net earnings of affiliates, net of cash received
|
(19.0
|
)
|
|
(25.4
|
)
|
|
(19.0
|
)
|
|||
Deferred income tax (benefit) provision
|
(26.8
|
)
|
|
3.6
|
|
|
21.7
|
|
|||
Other
|
(0.1
|
)
|
|
2.5
|
|
|
0.3
|
|
|||
Changes in operating assets and liabilities, net of effects from purchase of businesses:
|
|
|
|
|
|
|
|
|
|||
Accounts and notes receivable, net
|
3.8
|
|
|
(103.9
|
)
|
|
(36.2
|
)
|
|||
Inventories, net
|
117.6
|
|
|
111.4
|
|
|
(356.9
|
)
|
|||
Other current and noncurrent assets
|
(49.3
|
)
|
|
29.1
|
|
|
7.0
|
|
|||
Accounts payable
|
37.3
|
|
|
(219.4
|
)
|
|
54.7
|
|
|||
Accrued expenses
|
(34.8
|
)
|
|
(71.2
|
)
|
|
123.4
|
|
|||
Other current and noncurrent liabilities
|
(42.8
|
)
|
|
35.2
|
|
|
103.0
|
|
|||
Total adjustments
|
260.2
|
|
|
34.2
|
|
|
204.7
|
|
|||
Net cash provided by operating activities
|
524.2
|
|
|
438.4
|
|
|
797.0
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
(211.4
|
)
|
|
(301.5
|
)
|
|
(391.8
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
1.5
|
|
|
2.8
|
|
|
2.6
|
|
|||
Purchase of businesses, net of cash acquired
|
(25.4
|
)
|
|
(130.3
|
)
|
|
(9.5
|
)
|
|||
Investments in unconsolidated affiliates
|
(3.8
|
)
|
|
(3.9
|
)
|
|
(10.0
|
)
|
|||
Restricted cash and other
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(240.8
|
)
|
|
(432.9
|
)
|
|
(408.7
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from debt obligations
|
1,951.9
|
|
|
1,689.4
|
|
|
1,135.9
|
|
|||
Repayments of debt obligations
|
(1,769.5
|
)
|
|
(1,588.8
|
)
|
|
(1,194.0
|
)
|
|||
Purchases and retirement of common stock
|
(287.5
|
)
|
|
(499.7
|
)
|
|
(1.0
|
)
|
|||
Repurchase or conversion of convertible senior subordinated notes
|
—
|
|
|
(201.2
|
)
|
|
—
|
|
|||
Payment of dividends to stockholders
|
(42.0
|
)
|
|
(40.8
|
)
|
|
(38.9
|
)
|
|||
Payment of minimum tax withholdings on stock compensation
|
(6.3
|
)
|
|
(13.2
|
)
|
|
(17.0
|
)
|
|||
Payment of debt issuance costs
|
(0.7
|
)
|
|
(1.4
|
)
|
|
(0.1
|
)
|
|||
Excess tax benefit related to stock compensation
|
0.7
|
|
|
—
|
|
|
11.4
|
|
|||
Purchase of or distribution to noncontrolling interests
|
—
|
|
|
(6.1
|
)
|
|
(3.1
|
)
|
|||
Other
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(153.4
|
)
|
|
(662.0
|
)
|
|
(106.8
|
)
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
(67.0
|
)
|
|
(27.0
|
)
|
|
(15.6
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
63.0
|
|
|
(683.5
|
)
|
|
265.9
|
|
|||
Cash and cash equivalents, beginning of year
|
363.7
|
|
|
1,047.2
|
|
|
781.3
|
|
|||
Cash and cash equivalents, end of year
|
$
|
426.7
|
|
|
$
|
363.7
|
|
|
$
|
1,047.2
|
|
Year Ended December 31, 2015
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/Pacific
|
|
Consolidated
|
|
|
|||||||||||
0 to 6 months
|
$
|
1,536.5
|
|
|
$
|
949.0
|
|
|
$
|
4,132.2
|
|
|
$
|
402.0
|
|
|
$
|
7,019.7
|
|
|
94.0
|
%
|
7 to 12 months
|
380.1
|
|
|
—
|
|
|
19.1
|
|
|
—
|
|
|
399.2
|
|
|
5.3
|
%
|
|||||
13 to 24 months
|
48.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.4
|
|
|
0.7
|
%
|
|||||
|
$
|
1,965.0
|
|
|
$
|
949.0
|
|
|
$
|
4,151.3
|
|
|
$
|
402.0
|
|
|
$
|
7,467.3
|
|
|
100.0
|
%
|
|
2015
|
|
2014
|
||||
Sales incentive discounts
|
$
|
24.5
|
|
|
$
|
18.5
|
|
Doubtful accounts
|
29.3
|
|
|
32.1
|
|
||
|
$
|
53.8
|
|
|
$
|
50.6
|
|
|
2015
|
|
2014
|
||||
Finished goods
|
$
|
523.1
|
|
|
$
|
616.6
|
|
Repair and replacement parts
|
515.4
|
|
|
536.4
|
|
||
Work in process
|
97.5
|
|
|
130.5
|
|
||
Raw materials
|
287.4
|
|
|
467.2
|
|
||
Inventories, net
|
$
|
1,423.4
|
|
|
$
|
1,750.7
|
|
|
2015
|
|
2014
|
||||
Land
|
$
|
105.7
|
|
|
$
|
113.6
|
|
Buildings and improvements
|
637.4
|
|
|
688.4
|
|
||
Machinery and equipment
|
1,966.8
|
|
|
2,039.9
|
|
||
Furniture and fixtures
|
120.0
|
|
|
127.6
|
|
||
Gross property, plant and equipment
|
2,829.9
|
|
|
2,969.5
|
|
||
Accumulated depreciation and amortization
|
(1,482.8
|
)
|
|
(1,439.1
|
)
|
||
Property, plant and equipment, net
|
$
|
1,347.1
|
|
|
$
|
1,530.4
|
|
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/Pacific
|
|
Consolidated
|
||||||||||
Balance as of December 31, 2012
|
$
|
416.7
|
|
|
$
|
219.3
|
|
|
$
|
498.3
|
|
|
$
|
58.1
|
|
|
$
|
1,192.4
|
|
Acquisition
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|||||
Adjustments related to income taxes
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|||||
Foreign currency translation
|
—
|
|
|
(28.6
|
)
|
|
16.3
|
|
|
(0.7
|
)
|
|
(13.0
|
)
|
|||||
Balance as of December 31, 2013
|
424.0
|
|
|
190.7
|
|
|
506.6
|
|
|
57.4
|
|
|
1,178.7
|
|
|||||
Acquisition
|
89.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89.6
|
|
|||||
Foreign currency translation
|
—
|
|
|
(21.0
|
)
|
|
(52.0
|
)
|
|
(2.5
|
)
|
|
(75.5
|
)
|
|||||
Balance as of December 31, 2014
|
513.6
|
|
|
169.7
|
|
|
454.6
|
|
|
54.9
|
|
|
1,192.8
|
|
|||||
Acquisition
|
5.1
|
|
|
—
|
|
|
9.3
|
|
|
7.8
|
|
|
22.2
|
|
|||||
Foreign currency translation
|
—
|
|
|
(55.3
|
)
|
|
(38.7
|
)
|
|
(6.5
|
)
|
|
(100.5
|
)
|
|||||
Balance as of December 31, 2015
|
$
|
518.7
|
|
|
$
|
114.4
|
|
|
$
|
425.2
|
|
|
$
|
56.2
|
|
|
$
|
1,114.5
|
|
Intangible Asset
|
|
Weighted-Average
Useful Life
|
|
Patents and technology
|
|
13
|
years
|
Customer relationships
|
|
14
|
years
|
Trademarks and trade names
|
|
20
|
years
|
Land use rights
|
|
45
|
years
|
|
Trademarks and
Trade Names |
|
Customer
Relationships
|
|
Patents and
Technology
|
|
Land Use Rights
|
|
Total
|
||||||||||
Gross carrying amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2013
|
$
|
118.6
|
|
|
$
|
502.7
|
|
|
$
|
89.1
|
|
|
$
|
14.9
|
|
|
$
|
725.3
|
|
Acquisition
|
7.0
|
|
|
28.0
|
|
|
11.3
|
|
|
—
|
|
|
46.3
|
|
|||||
Settlement of purchase consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
(4.8
|
)
|
|||||
Foreign currency translation
|
(2.1
|
)
|
|
(16.9
|
)
|
|
(6.4
|
)
|
|
(0.4
|
)
|
|
(25.8
|
)
|
|||||
Balance as of December 31, 2014
|
123.5
|
|
|
513.8
|
|
|
94.0
|
|
|
9.7
|
|
|
741.0
|
|
|||||
Acquisition
|
1.9
|
|
|
4.1
|
|
|
3.6
|
|
|
—
|
|
|
9.6
|
|
|||||
Foreign currency translation
|
(3.2
|
)
|
|
(25.6
|
)
|
|
(5.1
|
)
|
|
(0.6
|
)
|
|
(34.5
|
)
|
|||||
Balance as of December 31, 2015
|
$
|
122.2
|
|
|
$
|
492.3
|
|
|
$
|
92.5
|
|
|
$
|
9.1
|
|
|
$
|
716.1
|
|
|
Trademarks and
Trade Names |
|
Customer
Relationships
|
|
Patents and
Technology
|
|
Land Use Rights
|
|
Total
|
||||||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2013
|
$
|
31.0
|
|
|
$
|
160.7
|
|
|
$
|
59.0
|
|
|
$
|
2.7
|
|
|
$
|
253.4
|
|
Amortization expense
|
6.2
|
|
|
31.4
|
|
|
3.2
|
|
|
0.2
|
|
|
41.0
|
|
|||||
Foreign currency translation
|
(0.8
|
)
|
|
(11.3
|
)
|
|
(6.1
|
)
|
|
—
|
|
|
(18.2
|
)
|
|||||
Balance as of December 31, 2014
|
36.4
|
|
|
180.8
|
|
|
56.1
|
|
|
2.9
|
|
|
276.2
|
|
|||||
Amortization expense
|
6.6
|
|
|
32.0
|
|
|
3.9
|
|
|
0.2
|
|
|
42.7
|
|
|||||
Foreign currency translation
|
(1.1
|
)
|
|
(19.0
|
)
|
|
(4.9
|
)
|
|
(0.2
|
)
|
|
(25.2
|
)
|
|||||
Balance as of December 31, 2015
|
$
|
41.9
|
|
|
$
|
193.8
|
|
|
$
|
55.1
|
|
|
$
|
2.9
|
|
|
$
|
293.7
|
|
|
Trademarks and
Trade Names |
||
Indefinite-lived intangible assets:
|
|
|
|
Balance as of December 31, 2013
|
$
|
93.7
|
|
Foreign currency translation
|
(4.7
|
)
|
|
Balance as of December 31, 2014
|
89.0
|
|
|
Foreign currency translation
|
(3.7
|
)
|
|
Balance as of December 31, 2015
|
$
|
85.3
|
|
|
2015
|
|
2014
|
||||
Reserve for volume discounts and sales incentives
|
$
|
443.3
|
|
|
$
|
465.2
|
|
Warranty reserves
|
195.2
|
|
|
245.7
|
|
||
Accrued employee compensation and benefits
|
213.7
|
|
|
232.8
|
|
||
Accrued taxes
|
87.3
|
|
|
108.4
|
|
||
Other
|
167.4
|
|
|
192.0
|
|
||
|
$
|
1,106.9
|
|
|
$
|
1,244.1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of the year
|
$
|
284.6
|
|
|
$
|
294.9
|
|
|
$
|
256.9
|
|
Acquisitions
|
0.2
|
|
|
0.5
|
|
|
—
|
|
|||
Accruals for warranties issued during the year
|
152.6
|
|
|
214.1
|
|
|
200.3
|
|
|||
Settlements made (in cash or in kind) during the year
|
(186.2
|
)
|
|
(205.5
|
)
|
|
(165.7
|
)
|
|||
Foreign currency translation
|
(20.9
|
)
|
|
(19.4
|
)
|
|
3.4
|
|
|||
Balance at the end of the year
|
$
|
230.3
|
|
|
$
|
284.6
|
|
|
$
|
294.9
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of goods sold
|
$
|
0.9
|
|
|
$
|
(0.9
|
)
|
|
$
|
2.3
|
|
Selling, general and administrative expenses
|
11.6
|
|
|
(9.7
|
)
|
|
32.6
|
|
|||
Total stock compensation expense (credit)
|
$
|
12.5
|
|
|
$
|
(10.6
|
)
|
|
$
|
34.9
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest expense
|
$
|
64.1
|
|
|
$
|
71.9
|
|
|
$
|
78.8
|
|
Interest income
|
(18.7
|
)
|
|
(13.5
|
)
|
|
(20.8
|
)
|
|||
|
$
|
45.4
|
|
|
$
|
58.4
|
|
|
$
|
58.0
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Basic net income per share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
266.4
|
|
|
$
|
410.4
|
|
|
$
|
597.2
|
|
Weighted average number of common shares outstanding
|
87.0
|
|
|
93.4
|
|
|
97.3
|
|
|||
Basic net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
3.06
|
|
|
$
|
4.39
|
|
|
$
|
6.14
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
266.4
|
|
|
$
|
410.4
|
|
|
$
|
597.2
|
|
Weighted average number of common shares outstanding
|
87.0
|
|
|
93.4
|
|
|
97.3
|
|
|||
Dilutive SSARs, performance share awards and restricted stock units
|
0.1
|
|
|
0.3
|
|
|
0.8
|
|
|||
Weighted average assumed conversion of contingently convertible senior subordinated notes
|
—
|
|
|
0.5
|
|
|
1.3
|
|
|||
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share
|
87.1
|
|
|
94.2
|
|
|
99.4
|
|
|||
Diluted net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
3.06
|
|
|
$
|
4.36
|
|
|
$
|
6.01
|
|
|
AGCO Corporation and Subsidiaries
|
|
Noncontrolling
Interests
|
||||||||||||
|
2015
|
|
2015
|
||||||||||||
|
Before-tax
Amount
|
|
Income
Taxes
|
|
After-tax
Amount
|
|
After-tax
Amount
|
||||||||
Defined benefit pension plans
|
$
|
4.9
|
|
|
$
|
(0.6
|
)
|
|
$
|
4.3
|
|
|
$
|
—
|
|
Net loss on derivatives
|
(3.1
|
)
|
|
1.2
|
|
|
(1.9
|
)
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(556.1
|
)
|
|
—
|
|
|
(556.1
|
)
|
|
(2.1
|
)
|
||||
Total components of other comprehensive loss
|
$
|
(554.3
|
)
|
|
$
|
0.6
|
|
|
$
|
(553.7
|
)
|
|
$
|
(2.1
|
)
|
|
AGCO Corporation and Subsidiaries
|
|
Noncontrolling
Interests
|
||||||||||||
|
2014
|
|
2014
|
||||||||||||
|
Before-tax
Amount
|
|
Income
Taxes
|
|
After-tax
Amount
|
|
After-tax
Amount
|
||||||||
Defined benefit pension plans
|
$
|
(62.1
|
)
|
|
$
|
15.2
|
|
|
$
|
(46.9
|
)
|
|
$
|
—
|
|
Net gain on derivatives
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(349.0
|
)
|
|
—
|
|
|
(349.0
|
)
|
|
(0.3
|
)
|
||||
Total components of other comprehensive loss
|
$
|
(411.0
|
)
|
|
$
|
15.2
|
|
|
$
|
(395.8
|
)
|
|
$
|
(0.3
|
)
|
|
AGCO Corporation and Subsidiaries
|
|
Noncontrolling
Interests
|
||||||||||||
|
2013
|
|
2013
|
||||||||||||
|
Before-tax
Amount
|
|
Income
Taxes
|
|
After-tax
Amount
|
|
After-tax
Amount
|
||||||||
Defined benefit pension plans
|
$
|
75.8
|
|
|
$
|
(19.3
|
)
|
|
$
|
56.5
|
|
|
$
|
—
|
|
Net loss on derivatives
|
(1.4
|
)
|
|
0.5
|
|
|
(0.9
|
)
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
|
(0.3
|
)
|
||||
Total components of other comprehensive loss
|
$
|
(12.5
|
)
|
|
$
|
(18.8
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
(0.3
|
)
|
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
|
|
|
|
|
Intangible Asset
|
|
Amount
|
|
Weighted-Average
Useful Life
|
|||
Customer relationships
|
|
$
|
28.0
|
|
|
15
|
years
|
Technology
|
|
11.3
|
|
|
15
|
years
|
|
Trademarks
|
|
7.0
|
|
|
16
|
years
|
|
|
|
$
|
46.3
|
|
|
|
|
|
2015
|
|
2014
|
||||
Finance joint ventures
|
$
|
359.4
|
|
|
$
|
389.0
|
|
Manufacturing joint ventures
|
18.1
|
|
|
19.6
|
|
||
Other affiliates
|
15.4
|
|
|
15.5
|
|
||
|
$
|
392.9
|
|
|
$
|
424.1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Finance joint ventures
|
$
|
53.8
|
|
|
$
|
48.8
|
|
|
$
|
48.8
|
|
Manufacturing and other joint ventures
|
3.3
|
|
|
4.1
|
|
|
(0.6
|
)
|
|||
|
$
|
57.1
|
|
|
$
|
52.9
|
|
|
$
|
48.2
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
313.0
|
|
|
$
|
383.4
|
|
|
$
|
389.2
|
|
Costs
|
158.1
|
|
|
234.7
|
|
|
239.4
|
|
|||
Income before income taxes
|
$
|
154.9
|
|
|
$
|
148.7
|
|
|
$
|
149.8
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
(49.1
|
)
|
|
$
|
63.5
|
|
|
$
|
133.1
|
|
Foreign
|
328.5
|
|
|
475.5
|
|
|
669.5
|
|
|||
Income before income taxes and equity in net earnings of affiliates
|
$
|
279.4
|
|
|
$
|
539.0
|
|
|
$
|
802.6
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
United States:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(1.3
|
)
|
|
$
|
12.6
|
|
|
$
|
9.2
|
|
State
|
2.8
|
|
|
2.8
|
|
|
9.9
|
|
|||
Foreign
|
97.8
|
|
|
168.7
|
|
|
217.7
|
|
|||
|
99.3
|
|
|
184.1
|
|
|
236.8
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
United States:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(19.0
|
)
|
|
(0.4
|
)
|
|
30.2
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(7.8
|
)
|
|
4.0
|
|
|
(8.5
|
)
|
|||
|
(26.8
|
)
|
|
3.6
|
|
|
21.7
|
|
|||
|
$
|
72.5
|
|
|
$
|
187.7
|
|
|
$
|
258.5
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Provision for income taxes at United States federal statutory rate of 35%
|
$
|
97.8
|
|
|
$
|
188.7
|
|
|
$
|
280.9
|
|
State and local income taxes, net of federal income tax effects
|
(2.0
|
)
|
|
2.6
|
|
|
5.6
|
|
|||
Taxes on foreign income which differ from the United States statutory rate
|
(34.9
|
)
|
|
(33.4
|
)
|
|
(34.7
|
)
|
|||
Tax effect of permanent differences
|
7.1
|
|
|
(10.3
|
)
|
|
(7.6
|
)
|
|||
Change in valuation allowance
|
(4.5
|
)
|
|
22.8
|
|
|
9.3
|
|
|||
Change in tax contingency reserves
|
15.4
|
|
|
25.2
|
|
|
25.7
|
|
|||
Research and development tax credits
|
(4.9
|
)
|
|
(7.1
|
)
|
|
(19.9
|
)
|
|||
Other
|
(1.5
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
|
$
|
72.5
|
|
|
$
|
187.7
|
|
|
$
|
258.5
|
|
|
2015
|
|
2014
|
||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Net operating loss carryforwards
|
$
|
74.0
|
|
|
$
|
75.7
|
|
Sales incentive discounts
|
86.6
|
|
|
85.5
|
|
||
Inventory valuation reserves
|
40.3
|
|
|
33.9
|
|
||
Pensions and postretirement health care benefits
|
63.4
|
|
|
76.7
|
|
||
Warranty and other reserves
|
82.3
|
|
|
104.8
|
|
||
Research and development tax credits
|
9.3
|
|
|
—
|
|
||
Other
|
34.1
|
|
|
53.4
|
|
||
Total gross deferred tax assets
|
390.0
|
|
|
430.0
|
|
||
Valuation allowance
|
(75.8
|
)
|
|
(93.3
|
)
|
||
Total net deferred tax assets
|
314.2
|
|
|
336.7
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Tax over book depreciation and amortization
|
275.1
|
|
|
311.0
|
|
||
Other
|
24.8
|
|
|
21.5
|
|
||
Total deferred tax liabilities
|
299.9
|
|
|
332.5
|
|
||
Net deferred tax assets
|
$
|
14.3
|
|
|
$
|
4.2
|
|
Amounts recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
||
Deferred tax assets - noncurrent
|
$
|
100.7
|
|
|
$
|
215.9
|
|
Deferred tax liabilities - noncurrent
|
(86.4
|
)
|
|
(211.7
|
)
|
||
|
$
|
14.3
|
|
|
$
|
4.2
|
|
|
2015
|
|
2014
|
||||
Gross unrecognized income tax benefits
|
$
|
130.6
|
|
|
$
|
122.2
|
|
Additions for tax positions of the current year
|
14.4
|
|
|
21.8
|
|
||
Additions for tax positions of prior years
|
7.1
|
|
|
11.0
|
|
||
Additions for tax positions related to acquisitions
|
—
|
|
|
(0.6
|
)
|
||
Reductions for tax positions of prior years for:
|
|
|
|
|
|
||
Changes in judgments
|
(0.3
|
)
|
|
(2.2
|
)
|
||
Settlements during the period
|
—
|
|
|
(1.9
|
)
|
||
Lapses of applicable statute of limitations
|
(5.8
|
)
|
|
(5.4
|
)
|
||
Foreign currency translation
|
(13.0
|
)
|
|
(14.3
|
)
|
||
Gross unrecognized income tax benefits
|
$
|
133.0
|
|
|
$
|
130.6
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
4½% Senior term loan due 2016
|
$
|
217.2
|
|
|
$
|
242.0
|
|
Credit facility, expires 2020
|
338.9
|
|
|
404.4
|
|
||
1.056% Senior term loan due 2020
|
217.2
|
|
|
—
|
|
||
5
7
/
8
% Senior notes due 2021
|
297.4
|
|
|
300.0
|
|
||
Other long-term debt
|
164.3
|
|
|
145.5
|
|
||
|
1,235.0
|
|
|
1,091.9
|
|
||
Less: 4½% Senior term loan due 2016
|
(217.2
|
)
|
|
—
|
|
||
Current portion of other long-term debt
|
(89.0
|
)
|
|
(94.3
|
)
|
||
Total indebtedness, less current portion
|
$
|
928.8
|
|
|
$
|
997.6
|
|
2017
|
$
|
33.2
|
|
2018
|
20.0
|
|
|
2019
|
7.6
|
|
|
2020
|
570.6
|
|
|
Thereafter
|
297.4
|
|
|
|
$
|
928.8
|
|
|
Years Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
1¼% Convertible senior subordinated notes:
|
|
|
|
|
|
||
Interest expense
|
$
|
0.9
|
|
|
$
|
11.7
|
|
Pension benefits
|
|
2015
|
|
2014
(1)
|
|
2013
|
||||||
Service cost
|
|
$
|
18.7
|
|
|
$
|
16.8
|
|
|
$
|
18.0
|
|
Interest cost
|
|
31.2
|
|
|
37.3
|
|
|
35.4
|
|
|||
Expected return on plan assets
|
|
(44.4
|
)
|
|
(44.5
|
)
|
|
(37.6
|
)
|
|||
Amortization of net actuarial losses
|
|
8.0
|
|
|
9.5
|
|
|
14.0
|
|
|||
Amortization of prior service cost
|
|
0.4
|
|
|
0.8
|
|
|
0.8
|
|
|||
Net loss recognized due to settlement
|
|
0.2
|
|
|
0.4
|
|
|
0.1
|
|
|||
Net gain recognized due to curtailment
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|||
Special termination benefits
|
|
0.5
|
|
|
1.3
|
|
|
—
|
|
|||
Net annual pension cost
|
|
$
|
14.6
|
|
|
$
|
21.0
|
|
|
$
|
30.7
|
|
(1)
|
Rounding may impact summation of amounts.
|
|
2015
|
|
2014
|
|
2013
|
|||
All plans:
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
3.5
|
%
|
|
4.4
|
%
|
|
4.3
|
%
|
Weighted average expected long-term rate of return on plan assets
|
6.8
|
%
|
|
6.9
|
%
|
|
6.8
|
%
|
Rate of increase in future compensation
|
2.25%-5.0%
|
|
|
2.5-5.0%
|
|
|
2.5-5.0%
|
|
U.S.-based plans:
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
4.15
|
%
|
|
4.75
|
%
|
|
3.85
|
%
|
Weighted average expected long-term rate of return on plan assets
(1)
|
6.0
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
Rate of increase in future compensation
(2)
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
(1)
|
Applicable for U.S. funded, qualified plans.
|
(2)
|
Applicable for U.S. unfunded, nonqualified plan.
|
Postretirement benefits
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
1.3
|
|
|
1.6
|
|
|
1.7
|
|
|||
Amortization of prior service cost
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|||
Amortization of net actuarial losses
|
|
0.1
|
|
|
0.1
|
|
|
0.5
|
|
|||
Other
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||
Net annual postretirement benefit cost
|
|
$
|
1.6
|
|
|
$
|
2.2
|
|
|
$
|
2.5
|
|
Weighted average discount rate
|
|
4.6
|
%
|
|
5.3
|
%
|
|
4.7
|
%
|
|
|
Pension and ENPP
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
Change in benefit obligation
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
926.8
|
|
|
$
|
888.2
|
|
|
$
|
29.6
|
|
|
$
|
30.3
|
|
Service cost
|
|
18.7
|
|
|
16.8
|
|
|
—
|
|
|
0.1
|
|
||||
Interest cost
|
|
31.2
|
|
|
37.3
|
|
|
1.3
|
|
|
1.6
|
|
||||
Plan participants’ contributions
|
|
1.2
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gains) losses
|
|
(41.7
|
)
|
|
109.6
|
|
|
(1.7
|
)
|
|
(0.7
|
)
|
||||
Amendments
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
|
(0.5
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(50.8
|
)
|
|
(55.9
|
)
|
|
(1.2
|
)
|
|
(1.6
|
)
|
||||
Special termination benefits and other
|
|
0.5
|
|
|
1.3
|
|
|
—
|
|
|
0.2
|
|
||||
Foreign currency exchange rate changes
|
|
(49.3
|
)
|
|
(60.3
|
)
|
|
(0.7
|
)
|
|
(0.3
|
)
|
||||
Benefit obligation at end of year
|
|
$
|
844.4
|
|
|
$
|
926.8
|
|
|
$
|
27.3
|
|
|
$
|
29.6
|
|
|
||||||||||||||||
|
|
Pension and ENPP
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
|
|
||||||||||||||
Change in plan assets
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
677.2
|
|
|
$
|
660.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
5.2
|
|
|
73.7
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
34.0
|
|
|
43.4
|
|
|
1.2
|
|
|
1.6
|
|
||||
Plan participants’ contributions
|
|
1.2
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(50.8
|
)
|
|
(55.9
|
)
|
|
(1.2
|
)
|
|
(1.6
|
)
|
||||
Settlements
|
|
(0.5
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
|
(35.6
|
)
|
|
(41.8
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
630.7
|
|
|
$
|
677.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
|
$
|
(213.7
|
)
|
|
$
|
(249.6
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
(29.6
|
)
|
Unrecognized net actuarial losses
|
|
319.0
|
|
|
329.7
|
|
|
1.4
|
|
|
3.3
|
|
||||
Unrecognized prior service cost
|
|
11.2
|
|
|
3.2
|
|
|
3.6
|
|
|
3.7
|
|
||||
Accumulated other comprehensive loss
|
|
(330.2
|
)
|
|
(332.9
|
)
|
|
(5.0
|
)
|
|
(7.0
|
)
|
||||
Net amount recognized
|
|
$
|
(213.7
|
)
|
|
$
|
(249.6
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
(29.6
|
)
|
Amounts recognized in Consolidated
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other long-term asset
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
|
(3.5
|
)
|
|
(3.3
|
)
|
|
(1.5
|
)
|
|
(1.5
|
)
|
||||
Accrued expenses
|
|
(2.3
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
||||
Pensions and postretirement health care benefits (noncurrent)
|
|
(208.1
|
)
|
|
(240.9
|
)
|
|
(25.8
|
)
|
|
(28.1
|
)
|
||||
Net amount recognized
|
|
$
|
(213.7
|
)
|
|
$
|
(249.6
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
(29.6
|
)
|
|
|
Before-Tax
Amount
|
|
Income
Tax
|
|
After-Tax
Amount
|
||||||
Accumulated other comprehensive loss as of December 31, 2013
|
|
$
|
(279.4
|
)
|
|
$
|
(73.0
|
)
|
|
$
|
(206.4
|
)
|
Net loss recognized due to settlement
|
|
0.6
|
|
|
0.2
|
|
|
0.4
|
|
|||
Net gain recognized due to curtailment
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|||
Net actuarial loss arising during the year
|
|
(72.8
|
)
|
|
(18.0
|
)
|
|
(54.8
|
)
|
|||
Amortization of prior service cost
|
|
1.0
|
|
|
0.4
|
|
|
0.6
|
|
|||
Amortization of net actuarial losses
|
|
9.6
|
|
|
2.3
|
|
|
7.3
|
|
|||
Accumulated other comprehensive loss as of December 31, 2014
|
|
$
|
(341.5
|
)
|
|
$
|
(88.2
|
)
|
|
$
|
(253.3
|
)
|
Prior service cost arising during the year
|
|
(8.3
|
)
|
|
(3.6
|
)
|
|
(4.7
|
)
|
|||
Net loss recognized due to settlement
|
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|||
Net actuarial gain arising during the year
|
|
4.2
|
|
|
2.1
|
|
|
2.1
|
|
|||
Amortization of prior service cost
|
|
0.6
|
|
|
0.2
|
|
|
0.4
|
|
|||
Amortization of net actuarial losses
|
|
8.1
|
|
|
1.8
|
|
|
6.3
|
|
|||
Accumulated other comprehensive loss as of December 31, 2015
|
|
$
|
(336.6
|
)
|
|
$
|
(87.6
|
)
|
|
$
|
(249.0
|
)
|
|
2015
|
|
2014
|
||
All plans:
|
|
|
|
|
|
Weighted average discount rate
|
3.6
|
%
|
|
3.5
|
%
|
Rate of increase in future compensation
|
2.0%-5.0%
|
|
|
2.5-5.0%
|
|
U.S.-based plans:
|
|
|
|
|
|
Weighted average discount rate
|
4.60
|
%
|
|
4.15
|
%
|
Rate of increase in future compensation
(1)
|
5.0
|
%
|
|
5.0
|
%
|
(1)
|
Applicable for U.S. unfunded, nonqualified plan.
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||
Effect on service and interest cost
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Effect on accumulated benefit obligation
|
$
|
3.2
|
|
|
$
|
(2.7
|
)
|
2016
|
$
|
48.0
|
|
2017
|
49.5
|
|
|
2018
|
50.2
|
|
|
2019
|
50.4
|
|
|
2020
|
51.5
|
|
|
2021 through 2025
|
279.5
|
|
|
|
$
|
529.1
|
|
2016
|
$
|
1.5
|
|
2017
|
1.6
|
|
|
2018
|
1.7
|
|
|
2019
|
1.7
|
|
|
2020
|
1.7
|
|
|
2021 through 2025
|
9.4
|
|
|
|
$
|
17.6
|
|
Asset Category
|
|
2015
|
|
2014
|
||
Large and small cap domestic equity securities
|
|
28
|
%
|
|
28
|
%
|
International equity securities
|
|
10
|
%
|
|
10
|
%
|
Domestic fixed income securities
|
|
44
|
%
|
|
42
|
%
|
Other investments
|
|
18
|
%
|
|
20
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Asset Category
|
|
2015
|
|
2014
|
||
Equity securities
|
|
44
|
%
|
|
42
|
%
|
Fixed income securities
|
|
36
|
%
|
|
38
|
%
|
Other investments
|
|
20
|
%
|
|
20
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global equities
|
$
|
129.0
|
|
|
$
|
129.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-U.S. equities
|
3.9
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
||||
U.K. equities
|
124.8
|
|
|
124.8
|
|
|
—
|
|
|
—
|
|
||||
U.S. large cap equities
|
7.1
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
||||
U.S. small cap equities
|
3.6
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities
|
268.4
|
|
|
268.4
|
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregate fixed income
|
16.8
|
|
|
16.8
|
|
|
—
|
|
|
—
|
|
||||
International fixed income
|
204.8
|
|
|
204.8
|
|
|
—
|
|
|
—
|
|
||||
Total fixed income share
(1)
|
221.6
|
|
|
221.6
|
|
|
—
|
|
|
—
|
|
||||
Cash and equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
||||
Total cash and equivalents
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
||||
Alternative investments
(2)
|
111.6
|
|
|
—
|
|
|
—
|
|
|
111.6
|
|
||||
Miscellaneous funds
(3)
|
21.7
|
|
|
—
|
|
|
—
|
|
|
21.7
|
|
||||
Total assets
|
$
|
630.7
|
|
|
$
|
490.0
|
|
|
$
|
7.4
|
|
|
$
|
133.3
|
|
(1)
|
45%
of “fixed income” securities are in investment-grade corporate bonds;
32%
are in government treasuries; and
23%
are in other various fixed income securities.
|
(2)
|
34%
of “alternative investments” are in long-short equity funds;
26%
are in event-driven funds;
13%
are in relative value funds;
13%
are in credit funds;
12%
are distributed in hedged and non-hedged funds; and
2%
are in multi-strategy funds.
|
(3)
|
“Miscellaneous funds” is comprised of insurance contracts in Finland, Norway and Switzerland.
|
|
Total
|
|
Alternative
Investments
|
|
Miscellaneous
Funds
|
||||||
Beginning balance as of December 31, 2014
|
$
|
147.1
|
|
|
$
|
124.3
|
|
|
$
|
22.8
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|||
(a) Relating to assets still held at reporting date
|
(0.6
|
)
|
|
(2.2
|
)
|
|
1.6
|
|
|||
(b) Relating to assets sold during period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, sales and /or settlements
|
(4.5
|
)
|
|
(4.3
|
)
|
|
(0.2
|
)
|
|||
Foreign currency exchange rate changes
|
(8.7
|
)
|
|
(6.2
|
)
|
|
(2.5
|
)
|
|||
Ending balance as of December 31, 2015
|
$
|
133.3
|
|
|
$
|
111.6
|
|
|
$
|
21.7
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global equities
|
$
|
135.9
|
|
|
$
|
135.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-U.S. equities
|
4.3
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
||||
U.K. equities
|
122.8
|
|
|
122.8
|
|
|
—
|
|
|
—
|
|
||||
U.S. large cap equities
|
7.1
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
||||
U.S. small cap equities
|
4.5
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities
|
274.6
|
|
|
274.6
|
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregate fixed income
|
17.5
|
|
|
17.5
|
|
|
—
|
|
|
—
|
|
||||
International fixed income
|
230.5
|
|
|
230.5
|
|
|
—
|
|
|
—
|
|
||||
Total fixed income share
(1)
|
248.0
|
|
|
248.0
|
|
|
—
|
|
|
—
|
|
||||
Cash and equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
||||
Total cash and equivalents
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
||||
Alternative investments
(2)
|
124.3
|
|
|
—
|
|
|
—
|
|
|
124.3
|
|
||||
Miscellaneous funds
(3)
|
22.8
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
||||
Total assets
|
$
|
677.2
|
|
|
$
|
522.6
|
|
|
$
|
7.5
|
|
|
$
|
147.1
|
|
(1)
|
39%
of “fixed income” securities are in government treasuries;
37%
are in investment-grade corporate bonds; and
24%
are in other various fixed income securities.
|
(2)
|
34%
of “alternative investments” are in long-short equity funds;
31%
are in event-driven funds;
12%
are in relative value funds;
10%
are in credit funds;
9%
are distributed in hedged and non-hedged funds; and
4%
are in multi-strategy funds.
|
(3)
|
“Miscellaneous funds” is comprised of insurance contracts in Finland, Norway and Switzerland.
|
|
Total
|
|
Alternative
Investments
|
|
Miscellaneous
Funds
|
||||||
Beginning balance as of December 31, 2013
|
$
|
171.8
|
|
|
$
|
146.0
|
|
|
$
|
25.8
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|||
(a) Relating to assets still held at reporting date
|
6.3
|
|
|
5.1
|
|
|
1.2
|
|
|||
(b) Relating to assets sold during period
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|||
Purchases, sales and /or settlements
|
(22.6
|
)
|
|
(21.7
|
)
|
|
(0.9
|
)
|
|||
Foreign currency exchange rate changes
|
(10.7
|
)
|
|
(7.4
|
)
|
|
(3.3
|
)
|
|||
Ending balance as of December 31, 2014
|
$
|
147.1
|
|
|
$
|
124.3
|
|
|
$
|
22.8
|
|
|
Defined Benefit Pension Plans
|
|
Cumulative Translation Adjustment
|
|
Deferred Net Gains (Losses) on Derivatives
|
|
Total
|
||||||||
Accumulated other comprehensive loss, December 31, 2013
|
$
|
(206.4
|
)
|
|
$
|
(304.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(510.7
|
)
|
Other comprehensive loss before reclassifications
|
(54.8
|
)
|
|
(349.0
|
)
|
|
(1.4
|
)
|
|
(405.2
|
)
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
7.9
|
|
|
—
|
|
|
1.5
|
|
|
9.4
|
|
||||
Other comprehensive (loss) income, net of reclassification adjustments
|
(46.9
|
)
|
|
(349.0
|
)
|
|
0.1
|
|
|
(395.8
|
)
|
||||
Accumulated other comprehensive loss, December 31, 2014
|
(253.3
|
)
|
|
(653.1
|
)
|
|
(0.1
|
)
|
|
(906.5
|
)
|
||||
Other comprehensive loss before reclassifications
|
(2.4
|
)
|
|
(556.1
|
)
|
|
(4.6
|
)
|
|
(563.1
|
)
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
6.7
|
|
|
—
|
|
|
2.7
|
|
|
9.4
|
|
||||
Other comprehensive income (loss), net of reclassification adjustments
|
4.3
|
|
|
(556.1
|
)
|
|
(1.9
|
)
|
|
(553.7
|
)
|
||||
Accumulated other comprehensive loss, December 31, 2015
|
$
|
(249.0
|
)
|
|
$
|
(1,209.2
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(1,460.2
|
)
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item within the Consolidated Statements of Operations
|
||||||
|
Year ended December 31, 2015
(1)
|
|
Year ended December 31, 2014
(1)
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
||||
Net losses on foreign currency contracts
|
|
$
|
2.6
|
|
|
$
|
1.4
|
|
|
Cost of goods sold
|
Net losses on interest rate swap contracts
|
|
0.5
|
|
|
—
|
|
|
Interest expense, net
|
||
Reclassification before tax
|
|
3.1
|
|
|
1.4
|
|
|
|
||
|
|
(0.4
|
)
|
|
0.1
|
|
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
2.7
|
|
|
$
|
1.5
|
|
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
|
||||
Amortization of net actuarial losses
|
|
$
|
8.1
|
|
|
$
|
9.6
|
|
|
(2)
|
Amortization of prior service cost
|
|
0.6
|
|
|
1.0
|
|
|
(2)
|
||
Reclassification before tax
|
|
8.7
|
|
|
10.6
|
|
|
|
||
|
|
(2.0
|
)
|
|
(2.7
|
)
|
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
6.7
|
|
|
$
|
7.9
|
|
|
|
|
|
|
|
|
|
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
|
$
|
9.4
|
|
|
$
|
9.4
|
|
|
|
(1)
|
Losses included within the Consolidated Statements of Operations for the years ended
December 31, 2015
and
2014
, respectively.
|
(2)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. See Note 8 to the Company’s Consolidated Financial Statements.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average grant-date fair value
|
|
$
|
45.54
|
|
|
$
|
53.87
|
|
|
$
|
51.51
|
|
Shares awarded but not earned at January 1
|
2,481,767
|
|
Shares awarded
|
861,686
|
|
Shares forfeited or unearned
|
(1,894,057
|
)
|
Shares earned
|
—
|
|
Shares awarded but not earned at December 31
|
1,449,396
|
|
|
Year Ended December 31, 2014
|
|
Shares earned at year-end
|
286,804
|
|
Shares withheld for taxes on the earned awards
|
113,334
|
|
Shares issued subsequent to year-end, net
|
173,470
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average grant-date fair value
|
$
|
7.41
|
|
|
$
|
13.11
|
|
|
$
|
21.10
|
|
Weighted average assumptions under Black-Scholes option model:
|
|
|
|
|
|
|
|
|
|||
Expected life of awards (years)
|
3.0
|
|
|
3.0
|
|
|
5.5
|
|
|||
Risk-free interest rate
|
0.9
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
|||
Expected volatility
|
25.9
|
%
|
|
35.7
|
%
|
|
50.3
|
%
|
|||
Expected dividend yield
|
1.1
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
SSARs outstanding at January 1
|
1,220,824
|
|
|
SSARs granted
|
325,200
|
|
|
SSARs exercised
|
(75,850
|
)
|
|
SSARs canceled or forfeited
|
(150,263
|
)
|
|
SSARs outstanding at December 31
|
1,319,911
|
|
|
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
|
27.01
|
|
|
Canceled or forfeited
|
54.75
|
|
|
Outstanding at December 31
|
49.56
|
|
|
|
SSARs Outstanding
|
|
SSARs Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number of
Shares
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Weighted Average
Exercise Price
|
|
Exercisable as of December 31, 2015
|
|
Weighted Average
Exercise Price
|
||||||
$32.01 - $43.88
|
|
429,025
|
|
|
4.8
|
|
$
|
41.25
|
|
|
112,650
|
|
|
$
|
33.86
|
|
$47.89 - $63.64
|
|
890,886
|
|
|
3.9
|
|
$
|
53.56
|
|
|
497,490
|
|
|
$
|
53.09
|
|
|
|
1,319,911
|
|
|
|
|
|
|
610,140
|
|
|
$
|
49.54
|
|
|
|
Before-Tax
Amount
|
|
Income
Tax
|
|
After-Tax
Amount
|
||||||
Accumulated derivative net gains as of December 31, 2012
|
|
$
|
1.1
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
Net changes in fair value of derivatives
|
|
(2.1
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
0.7
|
|
|
0.2
|
|
|
0.5
|
|
|||
Accumulated derivative net losses as of December 31, 2013
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Net changes in fair value of derivatives
|
|
(1.3
|
)
|
|
0.1
|
|
|
(1.4
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
1.4
|
|
|
(0.1
|
)
|
|
1.5
|
|
|||
Accumulated derivative net losses as of December 31, 2014
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Net changes in fair value of derivatives
|
|
(6.2
|
)
|
|
(1.6
|
)
|
|
(4.6
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
3.1
|
|
|
0.4
|
|
|
2.7
|
|
|||
Accumulated derivative net losses as of December 31, 2015
|
|
$
|
(3.3
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(2.0
|
)
|
|
Asset Derivatives as of
December 31, 2015
|
|
Liability Derivatives as of
December 31, 2015
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivative instruments designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||
Interest rate swap contracts
|
Other noncurrent assets
|
|
$
|
—
|
|
|
Other noncurrent liabilities
|
|
$
|
5.9
|
|
Derivative instruments not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
4.8
|
|
|
Other current liabilities
|
|
7.9
|
|
||
Total derivative instruments
|
|
|
$
|
4.8
|
|
|
|
|
$
|
13.8
|
|
|
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
|
|
|
Payments Due By Period
|
||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Interest payments related to indebtedness
(1)
|
$
|
52.2
|
|
|
$
|
20.2
|
|
|
$
|
17.4
|
|
|
$
|
15.6
|
|
|
$
|
13.4
|
|
|
$
|
9.9
|
|
|
$
|
128.7
|
|
Capital lease obligations
|
2.1
|
|
|
0.9
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||||
Operating lease obligations
|
50.2
|
|
|
33.5
|
|
|
24.9
|
|
|
12.6
|
|
|
10.1
|
|
|
43.0
|
|
|
174.3
|
|
|||||||
Unconditional purchase obligations
(2)
|
71.1
|
|
|
10.5
|
|
|
6.0
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
87.7
|
|
|||||||
Other short-term and long-term obligations
(3)
|
95.4
|
|
|
37.1
|
|
|
45.9
|
|
|
40.8
|
|
|
40.7
|
|
|
109.7
|
|
|
369.6
|
|
|||||||
Total contractual cash obligations
|
$
|
271.0
|
|
|
$
|
102.2
|
|
|
$
|
94.6
|
|
|
$
|
69.1
|
|
|
$
|
64.2
|
|
|
$
|
162.6
|
|
|
$
|
763.7
|
|
(1)
|
Estimated interest payments are calculated assuming current interest rates over minimum maturity periods specified in debt agreements. Debt may be repaid sooner or later than such minimum maturity periods (unaudited).
|
(2)
|
Unconditional purchase obligations exclude routine purchase orders entered into in the normal course of business.
|
(3)
|
Other short-term and long-term obligations include estimates of future minimum contribution requirements under the Company’s U.S. and non-U.S. defined benefit pension and postretirement plans. These estimates are based on current legislation in the countries the Company operates within and are subject to change. Other short-term and long-term obligations also include income tax liabilities related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions (unaudited).
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Guarantees
|
$
|
63.2
|
|
|
$
|
2.7
|
|
|
$
|
1.6
|
|
|
$
|
0.7
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
68.3
|
|
|
As of December 31, 2015
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
4.8
|
|
$
|
—
|
|
$
|
4.8
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
13.8
|
|
$
|
—
|
|
$
|
13.8
|
|
Long-term debt
|
$
|
—
|
|
$
|
297.4
|
|
$
|
—
|
|
$
|
297.4
|
|
Trading securities
|
$
|
—
|
|
$
|
6.6
|
|
$
|
—
|
|
$
|
6.6
|
|
|
As of December 31, 2014
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
11.3
|
|
$
|
—
|
|
$
|
11.3
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
20.5
|
|
$
|
—
|
|
$
|
20.5
|
|
Years Ended December 31,
|
|
North
America
|
|
South
America
|
|
Europe/Africa/
Middle East
|
|
Asia/Pacific
|
|
Consolidated
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,965.0
|
|
|
$
|
949.0
|
|
|
$
|
4,151.3
|
|
|
$
|
402.0
|
|
|
$
|
7,467.3
|
|
Income (loss) from operations
|
|
123.4
|
|
|
34.4
|
|
|
416.7
|
|
|
(27.6
|
)
|
|
546.9
|
|
|||||
Depreciation
|
|
62.7
|
|
|
20.9
|
|
|
122.4
|
|
|
11.4
|
|
|
217.4
|
|
|||||
Assets
|
|
943.7
|
|
|
490.0
|
|
|
1,757.2
|
|
|
346.3
|
|
|
3,537.2
|
|
|||||
Capital expenditures
|
|
48.6
|
|
|
28.6
|
|
|
100.8
|
|
|
33.4
|
|
|
211.4
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
2,414.2
|
|
|
$
|
1,663.4
|
|
|
$
|
5,158.5
|
|
|
$
|
487.6
|
|
|
$
|
9,723.7
|
|
Income (loss) from operations
|
|
219.2
|
|
|
134.0
|
|
|
500.2
|
|
|
(11.5
|
)
|
|
841.9
|
|
|||||
Depreciation
|
|
60.1
|
|
|
26.5
|
|
|
138.7
|
|
|
14.1
|
|
|
239.4
|
|
|||||
Assets
|
|
1,026.9
|
|
|
719.8
|
|
|
2,036.0
|
|
|
353.8
|
|
|
4,136.5
|
|
|||||
Capital expenditures
|
|
70.9
|
|
|
45.6
|
|
|
136.3
|
|
|
48.7
|
|
|
301.5
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,757.8
|
|
|
$
|
2,039.7
|
|
|
$
|
5,481.5
|
|
|
$
|
507.9
|
|
|
$
|
10,786.9
|
|
Income from operations
|
|
325.9
|
|
|
212.7
|
|
|
558.2
|
|
|
0.5
|
|
|
1,097.3
|
|
|||||
Depreciation
|
|
51.4
|
|
|
24.6
|
|
|
126.6
|
|
|
9.0
|
|
|
211.6
|
|
|||||
Assets
|
|
1,002.8
|
|
|
773.5
|
|
|
2,368.9
|
|
|
289.5
|
|
|
4,434.7
|
|
|||||
Capital expenditures
|
|
73.4
|
|
|
66.4
|
|
|
204.5
|
|
|
47.5
|
|
|
391.8
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Segment income from operations
|
$
|
546.9
|
|
|
$
|
841.9
|
|
|
$
|
1,097.3
|
|
Corporate expenses
|
(109.2
|
)
|
|
(117.7
|
)
|
|
(116.2
|
)
|
|||
Stock compensation (expense) credit
|
(11.6
|
)
|
|
9.7
|
|
|
(32.6
|
)
|
|||
Restructuring and other infrequent expenses
|
(22.3
|
)
|
|
(46.4
|
)
|
|
—
|
|
|||
Amortization of intangibles
|
(42.7
|
)
|
|
(41.0
|
)
|
|
(47.8
|
)
|
|||
Consolidated income from operations
|
$
|
361.1
|
|
|
$
|
646.5
|
|
|
$
|
900.7
|
|
|
|
|
|
|
|
||||||
Segment assets
|
$
|
3,537.2
|
|
|
$
|
4,136.5
|
|
|
$
|
4,434.7
|
|
Cash and cash equivalents
|
426.7
|
|
|
363.7
|
|
|
1,047.2
|
|
|||
Receivables from affiliates
|
70.1
|
|
|
108.4
|
|
|
124.3
|
|
|||
Investments in affiliates
|
392.9
|
|
|
424.1
|
|
|
416.1
|
|
|||
Deferred tax assets, other current and noncurrent assets
|
452.2
|
|
|
589.5
|
|
|
629.2
|
|
|||
Intangible assets, net
|
507.7
|
|
|
553.8
|
|
|
565.6
|
|
|||
Goodwill
|
1,114.5
|
|
|
1,192.8
|
|
|
1,178.7
|
|
|||
Consolidated total assets
|
$
|
6,501.3
|
|
|
$
|
7,368.8
|
|
|
$
|
8,395.8
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
1,624.0
|
|
|
$
|
1,985.4
|
|
|
$
|
2,216.5
|
|
Canada
|
233.6
|
|
|
333.9
|
|
|
419.4
|
|
|||
Germany
|
913.2
|
|
|
1,240.0
|
|
|
1,301.0
|
|
|||
France
|
762.6
|
|
|
828.4
|
|
|
1,136.8
|
|
|||
United Kingdom and Ireland
|
414.5
|
|
|
490.8
|
|
|
471.8
|
|
|||
Finland and Scandinavia
|
637.0
|
|
|
808.4
|
|
|
828.5
|
|
|||
Other Europe
|
1,077.7
|
|
|
1,376.0
|
|
|
1,422.6
|
|
|||
South America
|
932.3
|
|
|
1,646.2
|
|
|
2,018.5
|
|
|||
Middle East and Africa
|
346.4
|
|
|
414.9
|
|
|
320.7
|
|
|||
Asia
|
201.0
|
|
|
253.6
|
|
|
293.1
|
|
|||
Australia and New Zealand
|
201.1
|
|
|
234.1
|
|
|
214.8
|
|
|||
Mexico, Central America and Caribbean
|
123.9
|
|
|
112.0
|
|
|
143.2
|
|
|||
|
$
|
7,467.3
|
|
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
|
|
|
|||
Tractors
|
$
|
4,244.1
|
|
|
$
|
5,566.8
|
|
|
$
|
6,491.1
|
|
Replacement parts
|
1,204.4
|
|
|
1,390.1
|
|
|
1,349.1
|
|
|||
Other machinery
|
629.6
|
|
|
875.3
|
|
|
1,001.0
|
|
|||
Grain storage and protein production systems
|
766.2
|
|
|
851.0
|
|
|
771.9
|
|
|||
Combines
|
331.9
|
|
|
581.0
|
|
|
652.8
|
|
|||
Application equipment
|
291.1
|
|
|
459.5
|
|
|
521.0
|
|
|||
|
$
|
7,467.3
|
|
|
$
|
9,723.7
|
|
|
$
|
10,786.9
|
|
|
2015
|
|
2014
|
||||
United States
|
$
|
619.0
|
|
|
$
|
666.7
|
|
Finland
|
165.2
|
|
|
192.5
|
|
||
Germany
|
369.2
|
|
|
420.8
|
|
||
Brazil
|
143.6
|
|
|
204.1
|
|
||
Italy
|
88.3
|
|
|
101.8
|
|
||
China
|
150.0
|
|
|
138.7
|
|
||
France
|
68.3
|
|
|
83.2
|
|
||
Other
|
165.9
|
|
|
187.4
|
|
||
|
$
|
1,769.5
|
|
|
$
|
1,995.2
|
|
(a)
|
Securities Authorized for Issuance Under Equity Compensation Plans
|
(b)
|
Security Ownership of Certain Beneficial Owners and Management
|
Schedule
|
|
Description
|
Schedule II
|
|
Valuation and Qualifying Accounts
|
Exhibit
Number
|
|
Description of Exhibit
|
|
The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
|
3.1
|
|
Certificate of Incorporation
|
|
June 30, 2002, Form 10-Q, Exhibit 3.1
|
3.2
|
|
By-Laws
|
|
December 10, 2014, Form 8-K, Exhibit 3.1
|
4.1
|
|
Indenture dated as of December 5, 2011
|
|
December 6, 2011, Form 8-K, Exhibit 4.1
|
10.1
|
|
2006 Long-Term Incentive Plan*
|
|
January 22, 2015, Form 8-K, Exhibit 10.1
|
10.2
|
|
Form of Non-Qualified Stock Option Award Agreement*
|
|
March 31, 2006, Form 10-Q, Exhibit 10.2
|
10.3
|
|
Form of Incentive Stock Option Award Agreement*
|
|
March 31, 2006, Form 10-Q, Exhibit 10.3
|
10.4
|
|
Form of Stock Appreciation Rights Agreement*
|
|
March 31, 2006, Form 10-Q, Exhibit 10.4
|
10.5
|
|
Form of Restricted Stock Units Agreement*
|
|
January 26, 2016, Form 8-K, Exhibit 10.1
|
10.6
|
|
Form of Performance Share Award*
|
|
March 31, 2006, Form 10-Q, Exhibit 10.6
|
10.7
|
|
Amended and Restated Management Incentive Plan*
|
|
March 25, 2013, Form DEF14A, Appendix A
|
10.8
|
|
Amended and Restated Executive Nonqualified Pension Plan*
|
|
October 2, 2015, Form 8-K, Exhibit 99.1
|
10.9
|
|
Executive Nonqualified Defined Contribution Plan*
|
|
Filed herewith
|
10.10
|
|
Employment and Severance Agreement with Martin Richenhagen*
|
|
December 31, 2009, Form 10-K, Exhibit 10.12
|
10.11
|
|
Employment and Severance Agreement with Andrew H. Beck*
|
|
March 31, 2010, Form 10-Q, Exhibit 10.2
|
10.12
|
|
Employment and Severance Agreement with Gary L. Collar*
|
|
June 30, 2008, Form 10-Q, Exhibit 10.6
|
10.13
|
|
Employment and Severance Agreement with Rob Smith*
|
|
Filed herewith
|
10.14
|
|
Employment and Severance Agreement with Hans-Bernd Veltmaat*
|
|
December 31, 2009, Form 10-K, Exhibit 10.17
|
Exhibit
Number
|
|
Description of Exhibit
|
|
The Filings Referenced for
Incorporation by References are
AGCO Corporation
|
10.15
|
|
Credit Agreement dated as of May 2, 2011
|
|
June 30, 2011, Form 10-Q, Exhibit 10.1
|
10.16
|
|
Debt Agreement dated December 18, 2014
|
|
December 31, 2014, Form 10-K, Exhibit 10.15
|
10.17
|
|
Amended and Restated Credit Agreement dated as of June 30, 2014
|
|
June 30, 2014, Form 10-Q, Exhibit 10.1; June 30, 2015, Form 10-Q, Exhibit 10.1
|
10.18
|
|
U.S. Receivables Purchase Agreement, dated December 22, 2009
|
|
December 23, 2009, Form 8-K, Exhibit 10.1; June 30, 2013, Form 10-Q, Exhibit 10.1
|
10.19
|
|
Amendment No. 2 to U.S. Receivables Purchase Agreement, dated February 16, 2016
|
|
Filed herewith
|
10.20
|
|
Canadian Receivables Purchase Agreement, dated December 22, 2009
|
|
December 23, 2009, Form 8-K, Exhibit 10.2; June 30, 2013, Form 10-Q, Exhibit 10.2
|
10.21
|
|
European Receivables Transfer Agreement, dated October 13, 2006
|
|
September 30, 2006, Form 10-Q, Exhibit 10.1; December 31, 2009, Form 10-K, Exhibit 10.21; June 30, 2010, Form 10-Q, Exhibit 10.1
|
10.22
|
|
French Receivables Purchase Agreement, dated February 19, 2010
|
|
December 31, 2009, Form 10-K, Exhibit 10.22
|
10.23
|
|
Letter Agreement, dated November 5, 2015, between AGCO International GmbH and TAFE International LLC, Turkey and Tractors and Farm Equipment Limited
|
|
September 30, 2015, Form 10-Q, Exhibit 10.1
|
10.24
|
|
Letter Agreement, dated August 29, 2014, between AGCO Corporation and Tractors and Farm Equipment Limited
|
|
September 4, 2014, Form 8-K, Exhibit 10.1
|
10.25
|
|
Farm and Machinery Distributor Agreement, dated January 1, 2012, between AGCO International GmbH and Tractors and Farm Equipment Limited
|
|
September 4, 2014, Form 8-K, Exhibit 10.2
|
10.26
|
|
Letter Agreement, dated August 3, 2007, between AGCO Corporation and Tractors and Farm Equipment Limited
|
|
September 4, 2014, Form 8-K, Exhibit 10.3
|
10.27
|
|
Consultancy Agreement, dated December 8, 2014, between AGCO Do Brasil Com
é
rcio E Industria Ltda and André Carioba
|
|
December 10, 2014, Form 8-K, Exhibit 10.1
|
10.28
|
|
Current Director Compensation
|
|
Filed herewith
|
21.1
|
|
Subsidiaries of the Registrant
|
|
Filed herewith
|
23.1
|
|
Consent of KPMG LLP
|
|
Filed herewith
|
24.1
|
|
Powers of Attorney
|
|
Filed herewith
|
31.1
|
|
Certification of Martin Richenhagen
|
|
Filed herewith
|
31.2
|
|
Certification of Andrew H. Beck
|
|
Filed herewith
|
32.1
|
|
Certification of Martin Richenhagen and Andrew H. Beck
|
|
Filed herewith
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
Filed herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
Filed herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
Filed herewith
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
Filed herewith
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
Filed herewith
|
|
|
AGCO Corporation
|
|
|
|
|
|
|
|
By:
|
/s/ MARTIN RICHENHAGEN
|
|
|
|
Martin Richenhagen
|
|
|
|
Chairman of the Board, President
and Chief Executive Officer
|
Dated:
|
February 26, 2016
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ MARTIN RICHENHAGEN
|
|
Chairman of the Board, President and Chief
Executive Officer
|
|
February 26, 2016
|
|
Martin Richenhagen
|
|
|
|
|
|
/s/ ANDREW H. BECK
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
February 26, 2016
|
|
Andrew H. Beck
|
|
|
|
|
|
/s/ ROY V. ARMES *
|
|
Director
|
|
February 26, 2016
|
|
Roy V. Armes
|
|
|
|
|
|
/s/ MICHAEL C. ARNOLD *
|
|
Director
|
|
February 26, 2016
|
|
Michael C. Arnold
|
|
|
|
|
|
/s/ P. GEORGE BENSON *
|
|
Director
|
|
February 26, 2016
|
|
P. George Benson
|
|
|
|
|
|
/s/ WOLFGANG DEML *
|
|
Director
|
|
February 26, 2016
|
|
Wolfgang Deml
|
|
|
|
|
|
/s/ LUIZ F. FURLAN *
|
|
Director
|
|
February 26, 2016
|
|
Luiz F. Furlan
|
|
|
|
|
|
/s/ GEORGE E. MINNICH *
|
|
Director
|
|
February 26, 2016
|
|
George E. Minnich
|
|
|
|
|
|
/s/ GERALD L. SHAHEEN *
|
|
Director
|
|
February 26, 2016
|
|
Gerald L. Shaheen
|
|
|
|
|
|
/s/ MALLIKA SRINIVASAN *
|
|
Director
|
|
February 26, 2016
|
|
Mallika Srinivasan
|
|
|
|
|
|
/s/ HENDRIKUS VISSER *
|
|
Director
|
|
February 26, 2016
|
|
Hendrikus Visser
|
|
|
|
|
|
|
|
|
|
|
*By:
|
/s/ ANDREW H. BECK
|
|
|
|
February 26, 2016
|
|
Andrew H. Beck
|
|
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Acquired
Businesses
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Foreign
Currency
Translation
|
|
Balance at
End of Period
(1)
|
||||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for sales incentive discounts
|
|
$
|
255.0
|
|
|
$
|
—
|
|
|
$
|
195.1
|
|
|
$
|
(196.1
|
)
|
|
$
|
—
|
|
|
$
|
254.0
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for sales incentive discounts
|
|
$
|
236.6
|
|
|
$
|
—
|
|
|
$
|
300.7
|
|
|
$
|
(282.3
|
)
|
|
$
|
—
|
|
|
$
|
255.0
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for sales incentive discounts
|
|
$
|
165.2
|
|
|
$
|
—
|
|
|
$
|
374.6
|
|
|
$
|
(303.2
|
)
|
|
$
|
—
|
|
|
$
|
236.6
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Acquired
Businesses
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Foreign
Currency
Translation
|
|
Balance at
End of Period
|
||||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for doubtful accounts
|
|
$
|
32.1
|
|
|
$
|
—
|
|
|
$
|
5.6
|
|
|
$
|
(3.0
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
29.3
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for doubtful accounts
|
|
$
|
34.9
|
|
|
$
|
0.5
|
|
|
$
|
1.7
|
|
|
$
|
(1.2
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
32.1
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for doubtful accounts
|
|
$
|
38.1
|
|
|
$
|
—
|
|
|
$
|
3.2
|
|
|
$
|
(5.0
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
34.9
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Reversal of
Accrual
|
|
Deductions
|
|
Foreign
Currency
Translation
|
|
Balance at
End of Period
|
||||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accruals of severance, relocation and other integration costs
|
|
$
|
25.4
|
|
|
$
|
23.0
|
|
|
$
|
(0.7
|
)
|
|
$
|
(29.5
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
16.9
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accruals of severance, relocation and other integration costs
|
|
$
|
—
|
|
|
$
|
44.4
|
|
|
$
|
—
|
|
|
$
|
(18.8
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
25.4
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Acquired
Businesses
|
|
Charged
(Credited) to
Costs and
Expenses
|
|
Deductions
|
|
Foreign
Currency
Translation
|
|
Balance at
End of Period
|
||||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax valuation allowance
|
|
$
|
93.3
|
|
|
$
|
—
|
|
|
$
|
(4.5
|
)
|
|
$
|
—
|
|
|
$
|
(13.0
|
)
|
|
$
|
75.8
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax valuation allowance
|
|
$
|
77.2
|
|
|
$
|
—
|
|
|
$
|
22.8
|
|
|
$
|
—
|
|
|
$
|
(6.7
|
)
|
|
$
|
93.3
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax valuation allowance
|
|
$
|
74.5
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
(2.8
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
77.2
|
|
(1)
|
As of
December 31, 2015
, approximately
$229.5 million
of this balance was recorded within “Accrued expenses” and approximately
$24.5 million
was recorded within “accounts receivable allowances” in the Company’s Consolidated Balance Sheets. As of
December 31, 2014
, approximately
$236.5 million
of this balance was recorded within “Accrued expenses” and approximately
$18.5 million
was recorded within “accounts receivable allowances” in the Company’s Consolidated Balance Sheets.
|
(a)
|
Authority
. The Plan Administrative Committee shall have full authority and power to administer and construe the Plan, subject to applicable requirements of law. Without limiting the generality of the foregoing, the Plan Administrative Committee shall have the following powers and duties:
|
(i)
|
To make and enforce such rules and regulations as it deems necessary or proper for the administration of the Plan;
|
(ii)
|
To interpret the Plan and to decide all questions concerning the Plan;
|
(iii)
|
To designate persons eligible to participate in the Plan;
|
(iv)
|
To determine the amount and the recipient of any payments to be made under the Plan;
|
(v)
|
To designate and value any investments deemed held in Plan Accounts;
|
(vi)
|
To vest all or any portion of a Participant’s Account, to the extent not vested previously;
|
(vii)
|
To appoint such agents, counsel, accountants, consultants and other persons as may be required to assist in administering the Plan; and
|
(viii)
|
To make all other determinations and to take all other steps necessary or advisable for the administration of the Plan.
|
(b)
|
Authority of Board of Directors
. Notwithstanding anything in this Plan to the contrary, the Board at all times shall have the power to make determinations with respect to the Plan as it shall elect to make.
|
(c)
|
Delegation of Duties
. The Plan Administrative Committee may delegate such of its duties and may engage such experts and other persons as it deems appropriate in connection with administering the Plan. The Plan Administrative Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action taken by the Plan Administrative Committee, in good faith in reliance upon any opinions or reports furnished to it by any such experts or other persons.
|
(d)
|
Expenses
. All expenses incurred in connection with the administration of the Plan, including, without limitation, administrative expenses and compensation and other expenses and charges of any actuary, counsel, accountant, specialist, or other person who shall be employed by the Plan Administrative Committee in connection with the administration of the Plan, shall be paid by the Participating Employers.
|
(e)
|
Indemnification of Plan Administrative Committee
. The Participating Employers agree to indemnify and to defend to the fullest extent permitted by law any person serving as a member of the Plan Administrative Committee, and each employee of a Participating Employer or any of their affiliated companies appointed by the Plan Administrative Committee to carry out duties under this Plan, against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan, so long as such act or omission is in good faith. The foregoing shall in no way limit the right of any member of the Plan Administrative Committee or employee to indemnification or reimbursement or the right to have, or receive payments from, insurance beyond that provided by the Plan.
|
(f)
|
Liability
. To the extent permitted by law, neither the Plan Administrative Committee nor any other person shall incur any liability for any acts or for any failure to act except for liability arising out of such person’s own willful misconduct or gross negligence.
|
(a)
|
The date that any one person, or more than one person acting as a group, acquires (including through the formation of a group) ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company (not including where any one person, or more than one person acting as a group, who is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, acquires additional stock).
|
(b)
|
The date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company, or a majority of the members of the Board is replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board (who are not affiliated with such replacement directors) prior to the date of the appointment or election of such new directors.
|
(c)
|
The date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total fair market value equal to or more than forty-percent (40%) of the total fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions unless the assets are transferred to (i) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect solely to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly by the Company, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the Company, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person, or more than one person acting as a group, that owns directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the Company.
|
(a)
|
who is (i) employed by the Company or an Affiliate organized under the laws of the United States of America and working in the United States of America or (ii) employed by an Affiliate organized under the laws of a jurisdiction outside the United States of America but working in the United States of America on a global assignment and no longer participating in the person’s home country Company or Affiliate-sponsored retirement plan; and
|
(b)
|
whose position is at the Vice President, Senior Vice President or higher level; but excluding
|
(c)
|
any employee who is or was a Participant in the AGCO Corporation Executive Nonqualified Pension Plan as first effective in 2000 and as subsequently amended.
|
(a)
|
For this purpose, the employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six (6) months, or, if longer, so long as the individual’s right to reemployment with the Company and its Affiliates is provided either by statute or by contract. If the period of leave exceeds six (6) months and the individual’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6)-month period.
|
(b)
|
The determination of whether a Participant has separated from service shall be determined based on the facts and circumstances in accordance with the rules set forth in Code Section 409A and the regulations thereunder.
|
(a)
|
The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
|
(b)
|
The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of a Participating Employer.
|
(c)
|
The Participant is determined to be totally disabled by the Social Security Administration.
|
(d)
|
The Participant is determined to be totally disabled under any disability program covering employees of the Participating Employer (including the Participant), provided the definition of total disability under such program complies with any of the definitions under (a), (b) or (c) above.
|
(a)
|
An Eligible Executive shall become a Participant in the Plan as of the date designated by the Plan Administrative Committee.
|
(b)
|
An Eligible Executive shall only be a Participant under this Plan while he or she is employed by a Participating Employer and qualifies as an Eligible Executive. If an employee subsequently ceases to be an Eligible Executive after becoming a Participant, he or she shall remain a Participant under the Plan only to the extent of any existing Account balance but shall receive no further Employer Contributions. By way of example and not of limitation, if an Eligible Executive terminates employment with the Company and its Affiliates but continues to provide services as a consultant or other independent contractor, that individual is no longer an Eligible Executive and will remain a Participant only to the extent of any existing Account balance but shall receive no further Employer Contributions. Under the foregoing circumstances, however, payment of the Participant’s Account may only commence on a Separation from Service. If such individual again becomes an Eligible Executive, he or she will only again become a Participant as of the date designated by the Plan Administrative Committee.
|
(c)
|
An Eligible Executive who incurs a Separation from Service but is subsequently re-hired will only become a Participant upon re-hire if again designated by the Plan Administrative Committee. Notwithstanding the foregoing, the payment of the Participant’s Account will continue as set forth herein upon a Separation from Service even if the Participant is re-hired and again commences participation in the Plan.
|
(d)
|
Notwithstanding the foregoing, the Plan Administrative Committee may remove a Participant from participation in the Plan on a prospective basis, such that no further Employer Contributions will be credited to the Participant’s Account, and the Participant shall remain a Participant under the Plan only to the extent of any existing Account balance.
|
(a)
|
No Participant may contribute or defer any amounts to the Plan.
|
(b)
|
Except as set forth below, for each Plan Year, the Participating Employer shall credit to the Account of each Participant employed by that Participating Employer with an Employer Contribution, no later than thirty (30) days after the end of the Plan Year, in the following amounts:
|
(i)
|
for Participants at the Vice President level, the amount equal to (A) eight percent (8%) (or such greater percentage as the Plan Administrative Committee may designate) of the Participant’s Plan Compensation for the Plan Year or, if the Participant was not a Participant for the full Plan Year, the portion thereof in which the Participant was a Participant in the Plan, minus (B) the Participant’s Savings Plan Benefit for the Plan Year; and
|
(ii)
|
for Participants at the Senior Vice President level or greater, the amount equal to (A) ten percent (10%) (or such greater percentage as the Plan Administrative Committee may designate) of the Participant’s Plan Compensation for the Plan Year or, if the Participant was not a Participant for the full Plan Year, the portion thereof in which the Participant was a Participant in the Plan, minus (B) the Participant’s Savings Plan Benefit for the Plan Year.
|
(c)
|
Notwithstanding the foregoing, the Plan Administrative Committee may elect to not make an Employer Contribution to a Participant’s Account for the applicable Plan Year or may reduce the amount of such Employer Contribution for the applicable Plan Year, provided the Plan Administrative Committee exercises such discretion, prior to the beginning of the applicable Plan Year, with respect to all of the Participants within the class of Eligible Executives to which the Plan Administrative Committee intends to exercise such discretion and then notifies the Participants no later than thirty (30) days thereafter that no such Employer Contributions, or a reduced level of Employer Contributions, will be made for the applicable Plan Year.
|
(d)
|
The Plan Administrative Committee also may elect to credit a Participant’s Account with additional Employer Contributions, as the Plan Administrative Committee may elect, and such additional Employer Contributions need not be made to other Participants. No Participant shall have any right to receive any additional Employer Contributions under this Section 4.1(d).
|
(e)
|
The Participant’s Employer Contribution will be credited to the Participant’s Account as of the last Valuation Date of the Plan Year to which the Employer Contribution relates.
|
(a)
|
Except as otherwise provided in Section 4.2(b) below or otherwise specified by the Participating Employer at the time of credit to the Account of the Participant, the Employer Contributions credited to a Participant’s Account shall be vested in full on and after the time the Participant has been a Participant in the Plan and eligible to be credited Employer Contributions from the first day of Participant’s participation in the Plan through the fifth (5
th
) anniversary of such date.
|
(b)
|
Notwithstanding the foregoing vesting schedule:
|
(i)
|
the Participating Employer may specify a different vesting schedule for an Employer Contribution for any particular Plan Year than described above or provide that the Employer Contribution for any particular Plan Year is fully vested at the time credited to the Account of the Participant; and
|
(ii)
|
the balance credited to a Participant’s Account shall become fully vested if the Participant remains continuously employed by a Participating Employer and a Participant in the Plan eligible to be credited Employer Contributions, until his or her death, Total Disability, or the occurrence of a Change in Control.
|
(a)
|
Time and/or Form of Payment
. Except as otherwise set forth below, payment of a Participant’s vested Account(s) will be made in a single lump sum on the first day of the seventh (7
th
) calendar month following the Participant’s Separation from Service.
|
(b)
|
Amount of Payment
. The amount of the lump sum payment will be equal to the value of Participant’s vested Account(s) as of the Valuation Date immediately preceding the date of payment.
|
(a)
|
In the event that a Participant Separates from Service by reason of his or her death, or dies after his or her Separation from Service and prior to receiving payment of his or her Account(s), the balance credited to his or her vested Account(s) will be distributed to the Participant’s designated beneficiary at the time and in the form set forth above.
|
(a)
|
The Participant may name a beneficiary or beneficiaries to receive the balance of the Participant’s Account in the event of the Participant’s death prior to the payment of the Participant’s Account. To be effective, any beneficiary designation must be filed in writing with the Plan Administrative Committee in accordance with rules and procedures adopted by the Plan Administrative Committee for that purpose.
|
(b)
|
A Participant may revoke an existing beneficiary designation by filing another written beneficiary designation with the Plan Administrative Committee. The latest beneficiary designation received by the Plan Administrative Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Plan Administrative Committee prior to the Participant’s death.
|
(c)
|
If no beneficiary is named by a Participant, or if the Participant survives all of the Participant’s named beneficiaries and does not designate another beneficiary, the Participant’s Account shall be paid in the following order of precedence:
|
(a)
|
the Participant’s employment with the Participating Employer has been terminated for Cause; or
|
(b)
|
if at any time prior to payment, the Participant has breached any of his or her post-employment obligations, including, but not limited to, any restrictive covenants or obligations under any agreement and general release,
|
(a)
|
Initial Disability Claim Review
. If a Participant applies for a benefit under the Plan based on a Total Disability, and in the event a claim for benefits is wholly or partially denied by the Plan Administrative Committee, the Plan Administrative Committee shall, within a reasonable period of time, but no later than forty-five (45) days after receipt of the claim, notify the claimant in writing of the denial of the claim. This forty-five (45) day period may be extended up to thirty (30) days if such an extension is necessary due to matters beyond the control of the Plan, and the claimant is notified, prior to the expiration of the initial forty-five (45) day period, of the circumstances requiring the extension of time and the date by which the Plan Administrative Committee expects to render a decision. If, prior to the end of the first thirty (30) day extension period, the Plan Administrative Committee determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional thirty (30) days, provided that the Plan Administrative Committee notifies the claimant, prior to the expiration of the first thirty (30) days extension period, of the circumstances requiring the extension and the date as of which the Plan Administrative Committee expects to render a decision. In the case of any extension, the notice of extension also shall specifically explain the standards on which entitlement to a benefit upon Total Disability is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least forty-five (45) days within which to provide the specified information, if any.
|
(b)
|
Denial of Disability Claim
. If the Plan Administrative Committee denies the claim for a Total Disability benefit in whole or in part, the claimant shall be provided with written notice of the denial stating the specific reason for the denial; reference to the specific Plan provisions on which the denial is based; a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and a description of the Plan’s review procedures (as set forth below) and the time limits applicable to such procedures, including the claimant’s right to bring civil action following an adverse benefit determination. If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion shall be provided to the claimant free of charge, or the claimant
|
(c)
|
Appeal of Denied Disability Claim
. If the claim for a Total Disability benefit is denied in full or in part, the claimant shall have the right to appeal the decision by sending a written request for review to the Plan Administrative Committee within one hundred eighty (180) days of his receipt of the claim denial notification. The claimant may submit written comments, documents, records, and other information relating to his or her claim for benefits. Upon request, the claimant shall be provided free of charge and reasonable access to, and copies of, all documents, records and other information relevant to his claim.
|
(d)
|
Review of Appealed Disability Claim
. Upon receipt of the claimant’s appeal of the denial of his claim, the Plan Administrative Committee shall conduct a review that takes into account all comments, documents, records, and other information submitted by the claimant or his authorized representative relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The review shall not afford deference to the initial benefit determination and shall be conducted by an individual who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual. The Plan Administrative Committee shall consult a medical professional who has appropriate training and experience in the field of medicine relating to the claimant’s disability and who is neither consulted as part of the initial denial nor is the subordinate to such individual and shall identify the medical or vocational experts whose advice is obtained with respect to the initial benefit denial, without regard to whether the advice was relied upon in making the decisions. If a claim is denied due a medical judgment, the Plan Administrative Committee will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment. The healthcare professional consulted will not be the same person consulted in connection with the initial benefit decision (nor be the subordinate of that person). The decision on review also will identify any medical or vocational experts who advised the Company’s benefits department in connection with the original benefit decision, even if the advice was not relied upon in making the decision.
|
(e)
|
Timing of Review on Appeal
. The Plan Administrative Committee shall notify the claimant of its determination on review within a reasonable period of time, but generally not later than forty-five (45) days after receipt of the request for review, unless the Plan Administrative Committee determines that special circumstances require an extension of time for processing the claim. If the Plan Administrative Committee determines that an extension of time for processing is required, written notice of the extension will be furnished to the claimant prior to the termination of the initial forty-five (45) day period. In no event shall such extension exceed a period of forty-five (45) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring extension of time and the date by which the Plan Administrative Committee expects to render the determination on review.
|
(f)
|
Denial on Appeal
. If the Plan Administrative Committee denies the claim on appeal, it shall notify the claimant in a manner to be understood by him of the specific reason or reasons for the adverse determination; reference to the specific Plan provisions on which the adverse determination is based; a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his claim; and a statement indicating the claimant’s right to file a lawsuit upon completion of the claims procedure process. If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion shall be provided free of charge, or the claimant may be informed that such rule, guideline, protocol, or other criterion shall be provided free of charge upon request.
|
(a)
|
Such trust(s) shall be an irrevocable grantor trust containing provisions which are the same as, or are similar to, the provisions contained in the model “rabbi trust” set forth in Internal Revenue Service Revenue Procedure 92-64 (or any successor guidance issued by the IRS). The terms of the trust shall contain such provisions as may be necessary so that the Plan will be considered “unfunded” for purposes of ERISA and the Code.
|
(b)
|
The Participating Employers may make contributions to the trust(s) equal to the amount of the Employer Contributions following the date on which such contributions are credited to Participants’ Accounts. Notwithstanding the foregoing, however, no contributions may be made to any trust during any “restricted period” within the meaning of Section 409A(b)(3) of the Code.
|
(c)
|
The Participating Employers shall pay all costs relating to the establishment and maintenance of the trust(s) and the investment of funds held in such trust(s).
|
(d)
|
The assets and income of such trust shall be subject to the claims of the general creditors of the Participating Employers in the event of bankruptcy or insolvency. The establishment of such a trust shall not affect the Participating Employer’s liability to pay benefits hereunder except that any such liability shall be offset by any payments actually made to a Participant under such a trust. None of the assets of the trust may be restricted to pay benefits under the Plan in connection with any change in the financial health of the Participating Employer or within any time period prohibited by Section 409A(b)(3).
|
(e)
|
In the event such a trust is established, the amount to be contributed thereto shall be determined by the Participating Employer and the investment of such assets shall be made in accordance with the trust document.
|
(f)
|
Participants shall have no direct or secured claim in any asset of the trust or in specific assets of the Participating Employer and will have the status of general unsecured creditors of the Employer for any amounts due under this Plan.
|
(g)
|
All assets of the trust shall be held in the United States unless otherwise permitted under Code Section 409A(b).
|
(a)
|
Acceleration of Payments
. The Plan Administrative Committee may, its discretion, accelerate the payment of all or a portion of a Participant’s vested Account prior to the time specified in this Plan to the extent such acceleration is permitted by Treasury Regulation Section 1.409A-3(j)(4). Such permitted accelerations shall include payments to comply with domestic relations orders, payments to comply with conflicts of interest laws, payment of employment taxes, payment upon income inclusion under Code Section 409A, and/or such other circumstances as are permitted by Section 409A and the Treasury Regulations thereunder.
|
(b)
|
Delay of Payments
. The Plan Administrative Committee may, in its discretion, delay the payment of all or a portion of a Participant’s Account in such circumstances as may be permitted under Code Section 409A provided the Participant consents to such further delay.
|
AGCO CORPORATION
|
|
(the “Company”)
|
|
|
|
By:
|
/s/ Roger N. Batkin
|
Title:
|
Vice President and General Counsel
|
•
|
examine, without charge at the Plan Administrator’s office and at other specified locations, such as worksites and union halls, all documents governing the Plan, including collective bargaining agreements, and a copy of the latest Annual Report (Form 5500 series), if any, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration (f/k/a the Pension Welfare Benefits Administration).
|
•
|
obtain copies of all documents governing the operation of the Plan including collective bargaining agreements and copies of the latest Annual Report (Form 5500 series), if any, and an updated summary plan description, by making a written request to the Plan Administrator and paying a reasonable charge for the copies.
|
•
|
receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant under the Plan with a copy of this summary annual report.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
2 / 26
|
A.
|
AGCO International GmbH is a limited liability company, duly incorporated and existing under the laws of Switzerland (company number: CH-290.4.015.865-8; "
Employer
"). The Employer is a part of the AGCO-group of companies ("
Group
"), of which AGCO Corporation ("
AGCO
"), a Delaware company headquartered in Duluth, Georgia/USA, is the ultimate parent company and listed at the New York Stock Exchange (NYSE: AGCO).
|
B.
|
Dr. Richard Robinson Smith (aka Dr. Rob Smith), a citizen of Germany and the USA, born on 13 June 1965, is an executive with his ordinary residence currently in Germany ("
Employee
").
|
C.
|
Since the Employee shall be based in Switzerland, the Employer and the Employee desire to enter into this Swiss law governed employment agreement, to record the terms and conditions for the provision of advice and services by the Employee for and on behalf of the Employer and the Group within Switzerland and in certain countries of the world, upon the terms and conditions set forth herein.
|
1.
|
Conditions of Effectiveness of the Agreement
|
1.1
|
This Agreement will only become effective and binding upon the Parties, if all of the following conditions precedent (qualifying as
"aufschiebende Bedingungen"
in the sense of Article 151 et seq. of the Swiss Code of Obligations) are satisfied in full:
|
(i)
|
The Employee obtains a valid residence permit and work permit, if required, for Switzerland allowing him to reside and to start working for Employer in Switzerland; and
|
(ii)
|
the Employee is not or no longer bound by any obligations, legal or otherwise, towards his former employer or employers or other third parties, which would adversely affect the Employee's ability to provide his services under the Agreement.
|
1.2
|
The Employee, with the support of the Employer as may be required, shall apply for the necessary residence permit and work permit, if required, for the Employee; whereby the Employer does not represent or warrant the receipt or a specific time of receipt, if any, of such permit(s).
|
1.3
|
To the extent permitted by law, any liability of Employer is expressly excluded in case the conditions in Section 1.1 are not or not timely satisfied.
|
2.
|
Commencement of Employment
|
2.1
|
Provided that the Agreement becomes effective pursuant to Section 1 hereof, the employment shall commence as soon as possible following 30 April 2013 ("
Commencement Date
").
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
3 / 26
|
2.2
|
Provided that the Agreement becomes effective pursuant to Section 1 hereof and in case the Employee will, for any reason, start to work for Employer only at a date after 02 May 2013, the Commencement Date shall be the first actual day of work of Employee.
|
3.
|
Position, Place of Work
|
3.1
|
The Employee shall be appointed and employed by the Employer as of the Commencement Date, in the position of Senior Vice President and General Manager EAME and managing officer of Employer (
"Geschäftsführer"
). The Employee will report to Mr. Martin Richenhagen, Chairman, President and CEO of AGCO, or to those executive officers who are assigned to this position by the Board of Directors of AGCO from time to time. At all times during the term of this Agreement, the Employee shall perform those duties and exercise such powers which are from time to time assigned to or vested in the Employee by the Board of Directors of AGCO or the CEO of AGCO, the executive officer to whom the Employee reports or that are listed in the relevant work description or in internal regulations of the Employer.
|
3.2
|
During the term of employment the Employee shall, if so requested, and without additional compensation, accept appointment as a member of the board of directors or as a managing officer of the Employer and/or any of its subsidiary, sister, and parent companies and affiliates within the Group.
|
3.3
|
The Employee's principal place of work shall be at the Employer's offices or such other premises as the Employer may use from time to time. Notwithstanding the principal place of work, the Employee's duties require the Employee to regularly travel on business for the Employer and/or the Group to other locations both in Switzerland and abroad. Such travel may include, when reasonably required, weekends and public holidays without additional compensation or grant of extra time off.
|
4.
|
Remuneration
|
4.1
|
The base salary shall be CHF 550,000.00 (five hundred fifty thousand Swiss Francs) gross p.a. (pro rata), payable by wire transfer and in Swiss Francs only, in 12 equal monthly installments one month in arrears on or around the last calendar day in the respective month ("
Base Salary
"). No adjustments to the Base Salary will be made for changes in exchange rates.
|
4.2
|
The Base Salary shall be the remuneration for regular working time, as is customary given the Employee's high-level management position, overtime (
"Überstunden"
), excess-overtime (
"Überzeit"
), and any other time used for service(s) rendered by the Employee for the Employer and/or the Group.
|
4.3
|
The Employer shall deduct from the Base Salary all social security charges, the pension plan contributions of the Employee pursuant to Section 12 and any other charges and/or taxes due under applicable law.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
4 / 26
|
4.4
|
The Employer shall annually consider, for the first time as per 01 April 2014, performance based merit increases in the Base Salary. The performance based merit increase of the Base Salary will be at the sole discretion of the Employer in compliance with the Employer's and/or the Group's corporate governance and compensation guidelines and policies.
|
4.5
|
For the sake of clarity and subject to the applicable tax laws, the Employee’s remuneration, short and long term incentive compensation (
"Gratifikation"
), and all other payments received by the Employee as per this Employment Agreement constitute income from Switzerland.
|
5.
|
Incentive Compensation (
"Gratifikation"
)
|
5.1
|
Short Term Incentive Compensation
|
5.1.1
|
Provided that the Employee has duly performed and continues to duly perform his obligations pursuant to this Agreement to the satisfaction of the Employer, the Employee shall be entitled to participate in the Employer's or the Group's Management Incentive Plan or similar ("
Plan
") at a target level of 90% of the Base Salary, subject to the terms and conditions of such Plan as communicated by Employer or any Plan administrator from time to time. The Employee acknowledges and agrees that the Employer or any Plan administrator may unilaterally amend or change the Plan from time to time or discontinue any Plan at any time, subject to the terms and conditions thereof. Any incentive or bonus payment (as a
"Gratifikation"
pursuant to Article 322d of the Swiss Code of Obligations) under such Plan shall be paid-out at such times as such payments are customarily made by the Employer or any Plan administrator. The Employer shall deduct from any incentive or bonus payment under such Plan the social security charges and any other charges and/or taxes due under applicable law.
|
5.1.2
|
As an exception to Section 5.1.1 and for the year 2013 only, a pro rata bonus payment as of the Commencement Date (
"Gratifikation"
pursuant to Article 322d of the Swiss Code of Obligations) at a target level of 90% of the Base Salary p.a. or actual attainment (if such attainment is greater than the target level) pursuant to the Incentive Compensation Plan 2013 is guaranteed to the Employee, provided that the Employee is still employed by the end of 2013 and neither the Employer nor the Employee has given notice before the end of 2013 pursuant to Section 15.1. For the avoidance of doubt and provided that a notice of termination of one Party pursuant to Section 15.1 has been received by the other Party before 01 January 2014, the Parties acknowledge and agree that no payment pursuant to this Section 5.1.2 is owed in case the Severance Payment pursuant to Section 17 should become due.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
5 / 26
|
5.2
|
Long Term Incentive Compensation
|
5.2.1
|
Provided that the Employee has duly performed and continues to duly perform his obligations pursuant to this Agreement to the satisfaction of the Employer and in addition to the Employer's or the Group's Plan as per Section 5.1.1, the Employee shall be entitled to participate in the Employer's or the Group's Long Term Incentive Plan or similar ("
Long Term Plan
"), subject to the terms and conditions of such Long Term Plan as communicated by Employer or any Long Term Plan administrator from time to time. At present, the Long Term Plan is the AGCO Corporation 2006 Long-Term Incentive Plan (as restated and amended). The Employee acknowledges and agrees that the Employer or any Long Term Plan administrator may unilaterally amend or change the Long Term Plan from time to time or discontinue any Long Term Plan at any time, subject to the terms and conditions thereof. Any incentive or bonus payment (as a
"Gratifikation"
pursuant to Article 322d of the Swiss Code of Obligations) under such Long Term Plan shall be paid-out at such times as such payments are customarily made by the Employer or any Long Term Plan administrator under the Long Term Plan. The Employer shall deduct from any incentive or bonus payment under such Long Term Plan the social security charges and any other charges and/or taxes due under applicable law.
|
5.3
|
Pro rata grants under running performance cycles under the Long Term Plan
|
5.3.1
|
At present, but subject to the right of Employer or any Long Term Plan administrator to unilaterally amend, change or discontinue the Long Term Plan as per Section 5.2.1, the Employee shall receive either determined or determinable pro rata grants under running performance cycles, as outlined in the exhaustive list in Sections 5.3.3 through 5.3.5 hereof, under the different award types currently in place under the Long Term Plan. The current award types under the Long Term Plan are:
|
(i)
|
Performance Shares ("
PS
") Agreement with a performance period of three years;
|
(ii)
|
Stock Appreciation Rights ("
SARs
") Agreement with a performance period of four years;
|
(iii)
|
Margin Improvement Performance Share ("
MGIP
") Agreement with a performance period of approx. five years.
|
5.3.2
|
The currently running performance cycles for PS and SARs under the Long Term Plan are
|
(i)
|
the plan cycle 2011-2013 ("
2011 Cycle
"); and
|
(ii)
|
the plan cycle 2012-2014 ("
2012 Cycle
"); and
|
(iii)
|
the plan cycle 2013-2015 ("
2013 Cycle
").
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
6 / 26
|
5.3.3
|
Subject to Section 5.3.6, the Employee shall receive the following target number of PS, to be pro rated as of the Commencement Date, pursuant to the Performance Shares Agreements in place for other participants under the Long Term Plan:
|
(i)
|
2011 Cycle: 10,100 PS (ten thousand one hundred PS); plus
|
(ii)
|
2012 Cycle: 15,700 PS (fifteen thousand seven hundred PS); plus
|
(iii)
|
2013 Cycle: 15,400 PS (fifteen thousand four hundred PS).
|
5.3.4
|
Subject to Section 5.3.6, the Employee shall receive the following, determined number of SARs pursuant to the Stock Appreciation Rights Agreements in place for other participants under the Long Term Plan:
|
(i)
|
2011 Cycle: 2,494 SARs (two thousand four hundred ninety four SARs); plus
|
(ii)
|
2012 Cycle: 7,733 SARs (seven thousand seven hundred thirty three SARs); plus
|
(iii)
|
2012 Cycle: 11,800 SARs (twelve thousand eight hundred SARs).
|
5.3.5
|
Subject to Section 5.3.6, the Employee shall receive the following the following, determined target number of MGIP PS pursuant to the Margin Improvement Performance Share Agreements in place for other participants under the Long Term Plan:
|
(i)
|
4,152 PS (four thousand one hundred fifty two PS).
|
5.3.6
|
The Employee acknowledges and agrees that all grants of PS, SARs and MGIP PS as per Sections 5.3.3 through 5.3.5 hereof are
|
(i)
|
subject to the approval by the AGCO Compensation Committee; and
|
(ii)
|
subject to the terms and conditions of the Long Term Plan and to the terms and conditions as provided for in the standard award agreements for the PS, the SARs and the MGIP.
|
5.3.7
|
By way of example, the following calculation explains the computation of a pro rata grant:
|
5.4
|
Other Extraordinary Payments
|
5.4.1
|
Save for Sections 5.1.1 through 5.3.7 above and unless otherwise expressly agreed upon in writing, the payment of any other gratuities, bonuses, profit shares, premiums or other extraordinary payments will be on a purely voluntary basis and subject to the provision that even repeated payments without the explicit repetition of such
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
7 / 26
|
6.
|
Expenses
|
7.
|
Company Car
|
7.1
|
The Employer will grant to the Employee a company car for business and private use for the Senior Vice President Level with all expenses paid (i.e., including insurance premiums, fees, spare parts, maintenance, repairs and fuel). The Employee acknowledges and agrees that he shall be fully responsible for his share of any social security charges and any other charges and/or taxes due under applicable law resulting from the benefit of the private use of the company car and that the Employer shall deduct the social security charges and any other charges and/or taxes due under applicable law in relation to the private use of the company car from Employee's Base Salary.
|
7.2
|
The Employee confirms and warrants that Employee will fully comply with any restrictions of use and other regulations as per the leasing agreement (e.g., as to additional drivers) between the Employer and the lessor. A copy of the leasing agreement will be handed over to the Employee as soon as available.
|
8.
|
Housing Costs / Travel to Secondary Residence
|
8.1
|
The Employer will reimburse the Employee the reasonable costs for temporary living in Switzerland for a 60-day-period (maximum). The Employee acknowledges and agrees that he shall be fully responsible for his share of any social security charges and any other charges and/or taxes due under applicable law in relation to the reimbursement of such costs for temporary living and that the Employer shall deduct the social security charges and any other charges and/or taxes due under applicable law in relation to the reimbursement of such costs for temporary living from Employee's Base Salary.
|
8.2
|
The Employer will reimburse the reasonable housing costs for a primary residence of the Employee in Switzerland. The Employee acknowledges and agrees that he shall be fully responsible for his share of any social security charges and any other charges and/or taxes due under applicable law in relation to such reasonable housing costs and that the Employer shall deduct the social security charges and any other charges and/or taxes due under applicable law in relation to the reasonable housing costs for a primary residence from Employee's Base Salary.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
8 / 26
|
8.3
|
The Employer will provide reimbursement of the reasonable costs for travel to the secondary residence of Employee in Germany, if any. The travel to the secondary residence in Germany should be planned in conjunction with business trips when possible. The Employee acknowledges and agrees that he shall be fully responsible for his share of any social security charges and any other charges and/or taxes due under applicable law in relation to the reimbursement of such costs for travel to his secondary residence in Germany and that the Employer shall deduct the social security charges and any other charges and/or taxes due under applicable law in relation to the reimbursement of such costs for travel to his secondary residence in Germany from Employee's Base Salary.
|
9.
|
Hours of Work
|
10.
|
Employee's General Obligations
|
10.1
|
The Employee shall faithfully and diligently perform his tasks, in compliance with the instructions given to him by Mr. Martin Richenhagen, Chairman, President and CEO of AGCO, the Board of Directors of AGCO and/or the managing officer(s) of the Employer.
|
10.2
|
The Employee shall devote his full working time to the Employer and shall not undertake other professional activities, whether paid or unpaid, and/or accept other employments, positions, or any corporate function (e.g. board membership) during the term of this Agreement, except as provided for in this Agreement or as disclosed and accepted at the time this Agreement is entered into. The Employee must obtain the written approval of the Employer before acceptance of such position. The Employer is free to decline giving such written approval without an obligation to state reasons. The Employer is aware that the Employee is (i) a member of the board of directors of the Förderverein State International School Seeheim since 2005, (ii) a member of the dean's advisory board of WHU Graduate School of Management since 2008, (iii) a member of the board of directors of the American Chamber of Commerce in Germany from 2003-2005 and again since 2010, and (iv) the president of the advisory council, USO Rhein Main area since 2012. The Employer approves these activities of Employee.
|
10.3
|
Before accepting any political office or engaging in any other activity in the public interest (e.g., charity work), the Employee must seek the opinion of the Employer.
|
11.
|
Incapacity to Work (Sick Pay / Pay in case of Accident)
|
11.1
|
Should the Employee be incapacitated due to illness, accident or the like to perform his duties under this Agreement, the Employee shall notify the Employer immediately and shall provide a medical certificate evidencing such incapacity. The Employer
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
9 / 26
|
11.2
|
During absence from work due to illness, accident or the like, the Employee shall be paid in accordance with the regulations as per the sick pay insurance and/or accident insurance in place.
|
11.3
|
The Employer will pay the full insurance premiums for sick pay coverage and accident insurance premiums for occupational and non-occupational accident.
|
12.
|
Pension and Capital Plan (2
nd
Pillar / "BVG")
|
12.1
|
Pension Plan for Base Salary
|
12.1.1
|
The Employee is required to join the pension plan of the Employer. Affiliation, membership and coverage are governed by the relevant regulations, a copy of which will be handed over to the Employee.
|
12.1.2
|
The Employer and the Employee shall pay the contributions to the pension plan for the Base Salary pursuant to the choice of Employee as per the form outlining the options for the employee retirement credits. As per Section 4.3 hereof, the Employee's contributions will be deducted from the monthly salary payment.
|
12.1.3
|
The Employee shall be vested in the Employer's pension plan as of the Commencement Date (e.g., for vested benefits transferred to the pension fund), subject to the relevant pension plan regulations.
|
12.2
|
Capital Plan for Incentive or Bonus Payments
|
12.2.1
|
Incentive or bonus payments in cash, if any, will be covered under an additional capital plan ("
Capital Plan
"), subject to the Capital Plan. A copy of the Capital Plan will be handed over to the Employee.
|
12.2.2
|
The Employer will pay the full contributions for the pension portion under the Capital Plan. The Employee will pay the full contributions for the disability and the survivor benefits under the Capital Plan. As per Section 4.3 hereof, the Employee's contributions will be deducted from the monthly salary payment.
|
12.2.3
|
Under the Capital Plan, the contributions will be transferred to the provider of the Capital Plan. For the purpose of this Section 12.2.3, however, the accumulated account balance (with returns) of the Employee under the Capital Plan shall vest over 10 years at 1/10
th
per year of service (pro rata). The accumulated account balance (with returns) will be fully vested in the calendar month, in which the Employee reaches the 58
th
year of one's life; i.e., in June 2023 at the earliest or at such later date depending on the Commencement Date. Provided that, the Employee should
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
10 / 26
|
12.2.4
|
For the avoidance of doubt and provided that the Employee is still employed on the date a Change in Control (as defined in Section 16.1) in and limited to AGCO occurs, the Employee is under no obligation to pay a sum under Section 12.2.3 and shall, irrespective of Section 12.2.3, become fully vested in the amount of the accumulated account balance under the Capital Plan (with returns) as of the date a Change in Control (as defined Section 16.1) in and limited to AGCO occurs. Amounts accumulated after the date a Change in Control (as defined in Section 16.1) in and limited to AGCO occurs will vest immediately; i.e., upon payment of the contribution.
|
13.
|
Health Insurance ("KVG"), Travel Insurance
|
13.1
|
The Employee is eligible to enroll in the Employer's health insurance plan, subject to the terms and conditions thereof. The Employer will, on a monthly basis, reimburse to the Employee the health insurance premiums of the Employee and his family (limited to his spouse or partner and his children) under a Swiss health insurance scheme. The Employee acknowledges and agrees that he shall be fully responsible for his share of any social security charges and any other charges and/or taxes due under applicable law in relation to the reimbursement of such health insurance premiums and that the Employer shall deduct the social security charges and any other charges and/or taxes due under applicable law in relation to the reimbursement of such health insurance premiums from Employee's Base Salary.
|
13.2
|
In view of Section 3.3, Employer undertakes, at the Employer's expense and for the benefit of the Employee, to take out travel insurance with USD 1 million accident coverage, subject to the terms and conditions of such travel insurance policy.
|
13.3
|
Should the Employee, subject to the approval of the competent Swiss authorities (if required), choose to maintain his family’s longstanding and portable global health insurance policies with DKV Deutsche Krankenversicherung AG, the Employer will reimburse the Employee for 50% of the health insurance premiums associated with these policies as per Section 13.1. To convert the premiums in a foreign currency into Swiss Francs, the same exchange rate shall be used for an entire calendar year. For the
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
11 / 26
|
14.
|
Holidays
|
14.1
|
In addition to the public holidays as applicable in the jurisdiction of the registered place of incorporation of the Employer, the Employee shall be entitled to 20 days of paid holidays p.a. (pro rata).
|
14.2
|
Holidays shall be taken at times agreed with the Employer. The Employee shall give sufficient notice of intention to take holidays to the Employer, of whom the written approval to the specific dates is required. At least two weeks (i.e., ten working days) of paid holidays per year of service shall be granted consecutively.
|
14.3
|
The Employer may require the Employee to take paid holidays at times designated by the Employer, provided that such paid holidays are announced at least 90 calendar days in advance.
|
15.
|
Term and Termination
|
15.1
|
This Agreement shall run for an indefinite period of time. It may, by either Party, be terminated by the end of a calendar month giving six months prior written notice, such notice being effective as per the relevant date of the expiry of the notice period.
|
15.2
|
Notwithstanding Section 15.1, the Agreement will automatically lapse at the end of the calendar month, in which the Employee reaches the 65
th
year of one's life.
|
16.
|
Change in Control
|
16.1
|
For the purpose of this Agreement, change in control ("
Change in Control
") means change in the ownership of AGCO, change in the effective control of AGCO or change in the ownership of a substantial portion of AGCO's assets, including each of the following (for the purpose of this Section 16, AGCO shall also include the Employer, except for a change of control within the AGCO group of companies):
|
(i)
|
change in the ownership of AGCO occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of AGCO that, together with stock held by such person or group, possess more than fifty percent (50%) of the total fair market value or total voting power of the stock of AGCO (unless any one person, or more than one person acting as a group, who is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of AGCO, acquires additional stock); or
|
(ii)
|
change in the effective control of AGCO is presumed (which presumption may be rebutted by the Compensation Committee of the board of AGCO) to occur on the date that either: any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
12 / 26
|
(iii)
|
a majority of members of the board of AGCO is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of AGCO's board prior to the date of the appointment or election of such new directors; or
|
(iv)
|
a change in the ownership of a substantial portion of AGCO's assets occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from AGCO that have a total fair market value equal to forty percent (40%) or more of the total fair market value of all of the assets of AGCO immediately prior to such acquisition or acquisitions unless the assets are transferred to: a stockholder of AGCO (immediately before the asset transfer) in exchange for or with respect to its stock; an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly by AGCO; a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of AGCO; or an entity, at least fifty percent (50%) of the total value or voting power is owned, directly or indirectly, by a person, or more than one person acting as a group, that owns directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of AGCO.
|
16.2
|
During two years following a Change in Control (as defined in Section 16.1), the Employee's position (including offices, titles and reporting requirements), duties and responsibilities shall not be reduced without the prior written consent of the Employee. In addition, the Employee shall not be required to work at another principal place of work other than the principal place of work at which the Employee was based at the time of the Change in Control.
|
16.3
|
During two years following a Change in Control (as defined in Section 16.1), the Employee's compensation, including Base Salary, incentive or bonus compensation opportunity, pension and other benefits shall not be reduced nor modified
|
17.
|
Severance Payment
|
17.1
|
Severance Payment unrelated to a Change in Control
|
17.1.1
|
Subject to Section 17.3 and provided that the payment of a severance is, be it in whole or in part, permissible under any applicable law if and when due, the Employee shall be entitled to a severance payment ("
Severance Payment
") unrelated to a Change in Control (as defined in Section 16.1) in case the Employer, after the end of the first year of service, terminates the Agreement pursuant to Section 15.1 or in case the
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
13 / 26
|
(i)
|
a sum in the amount of the Base Salary for one year as per Section 4.1 at the rate in effect on the last day of the employment relationship; plus
|
(ii)
|
a sum in the amount of the pro rata portion of an incentive or bonus payment, to which the Employee would have been entitled for the year of termination or a longer relevant period of time had the Employee remained employed for the entire year or the longer relevant period time, subject to the terms of the relevant incentive plans and the agreements thereunder.
|
17.1.2
|
The Parties acknowledge and agree that the Severance Payment is an extraordinary payment, which, given its nature, is no part of the Employee's salary and is not pensionable. The Employer shall deduct from the Severance Payment the social security charges and any other charges and/or taxes due under applicable law.
|
17.1.3
|
The part of the Severance Payment in the amount of the Base Salary as per Section 17.1.1(i) will become due in three equal installments. The first installment will be due with the last salary payment prior to the lapse of the notice period, the second installment three months and the third installment six months after the last salary payment was due. The part of the Severance Payment in the amount of a pro rata portion of an incentive or bonus payment as per Section 17.1.1(ii) will become due at such time as such payments are customarily made by the Employer or any Plan administrator. At the Employer's sole discretion, Employer may, but must not, make early payments of any part of the Severance Payment with the effect of full discharge. In case of late payment of any part of the Severance Payment, no interest of any kind will accrue.
|
17.1.4
|
For the avoidance of doubt, no Severance Payment will be owed under this Section 17.1
|
(i)
|
if the Employer terminates the Employment for just cause (
"wichtige Gründe"
) pursuant to Article 337 Swiss Code of Obligations; or
|
(ii)
|
if the Employee terminates the Agreement of his own free will as per Section 15.1 without Good Reason (as defined in Section 17.3.5); or
|
(iii)
|
if the Agreement lapses because the Employee reaches the 65
th
year of one's life as per Section 15.2.
|
17.2
|
Severance Payment in case of Change in Control
|
17.2.1
|
Subject to Section 17.3 and provided that the payment of a severance is, be it in whole or in part, permissible under any applicable law if and when due, the Employee shall be entitled to a severance payment in case the Employer, after the end of the first year of service, terminates the Agreement pursuant to Section 15.1 within two years after a Change in Control (as defined in Section 16.1) or in case the Employee terminates the Agreement for Good Reason (as defined in Section 17.3.5) within two years after a
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
14 / 26
|
(i)
|
a sum in the amount of two times the yearly Base Salary as per Section 4.1 at the rate in effect on the last day of the employment relationship; plus
|
(ii)
|
a sum in the amount of the pro rata portion of an incentive or bonus payment, to which the Employee would have been entitled for the year of termination or a longer relevant period of time had the Employee remained employed for the entire year or the longer relevant period time, subject to the terms of the relevant incentive plans and the agreements thereunder.
|
(iii)
|
a sum in the amount equal to the three year average of the awards received by the Employee during the prior two completed years and the current year's trend (based upon results through the month most recently complete prior to the termination, extrapolated for the complete year) multiplied by two.
|
17.2.2
|
In addition to the elements of the Change in Control-Severance Payment in Section 17.2.1, the Employer shall continue the Employee's group life insurance and group health coverage for a period of two years, subject to the same payments by the Employee that the Employee was required to make prior to termination. The Employer is entitled to modify life insurance and health benefits provided that such modifications are applicable to other similar employees of Employer. To the extent that coverage of the Employee after termination is no longer possible under the group life insurance and/or group health coverage, Employer shall pay the Employee, not less frequently than monthly, the reasonable cost that Employee must incur to obtain the same benefits or reasonably similar benefits otherwise.
|
17.2.3
|
The Parties acknowledge and agree that the Change in Control-Severance Payment is an extraordinary payment, which, given its nature, is no part of the Employee's salary and is not pensionable. The Employer shall deduct from the Change in Control-Severance Payment the social security charges and any other charges and/or taxes due under applicable law.
|
17.2.4
|
The Change in Control-Severance Payment as per Section 17.2.1 will become due with the end of the employment relationship and in all events within 30 days after the end of the employment relationship. In case of late payment of any part of the Change in Control-Severance Payment, no interest of any kind will accrue.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
15 / 26
|
17.2.5
|
For the avoidance of doubt, no Change in Control-Severance Payment will be owed under this Section 17.2
|
(i)
|
if the Employer terminates the employment for just cause (
"wichtige Gründe"
) pursuant to Article 337 Swiss Code of Obligations; or
|
(ii)
|
if the Employee terminates the Agreement of his own free will as per Section 15.1 without Good Reason (as defined in Section 17.3.5); or
|
(iii)
|
if the Agreement lapses because the Employee reaches the 65
th
year of one's life as per Section 15.2.
|
17.3
|
Restrictive Covenants applicable to Severance Payment and Change in Control-Severance Payment
|
17.3.1
|
Notwithstanding Section 17.1 and/or Section 17.2, a Severance Payment under Section 17.1 or a Change in Control-Severance Payment under Section 17.2 is only owed, if, when due pursuant to Section 17.1 or 17.2, the payment of a Severance Payment or a Change in Control-Severance Payment (or any portion thereof) is not, be it in whole or in part, prohibited by any applicable law.
|
17.3.2
|
In case a Severance Payment under Section 17.1 should become due, the Employee is under no obligation to seek employment elsewhere. However, if the Employee will start other gainful employment or will provide remunerated, self-employed services within one year after the end of the employment relationship, the Employee must promptly notify the Employer. Any such earnings of the Employee for services provided within one year after the end of the employment relationship (after social security contributions, but pre-income tax and irrespective of the issue, if and when Employee receives actual payment) entitle the Employer to reduce any outstanding portion of the Severance Payment correspondingly or, as the case may be, obligate the Employee to reimburse the Employer.
|
17.3.3
|
In case a Change in Control-Severance Payment under Section 17.2 should become due, the Employee is required to mitigate the Change in Control-Severance Payment by seeking other gainful employment or by providing remunerated, self-employed services. The Employee must promptly notify the Employer in the event other employment is obtained or remunerated self-employed services are provided. Any such earnings of the Employee for services provided within one year after the end of the employment relationship (after social security contributions, but pre-income tax and irrespective of the issue, if and when Employee receives actual payment) entitle the Employer to reduce any outstanding portion of the Severance Payment correspondingly or, as the case may be, obligate the Employee to reimburse the Employer.
|
17.3.4
|
Without limiting any of the rights of Employer under Sections 0 through 23, the Employer may cease, upon written notification to the Employee, to make any further payments and to provide any other benefits under Sections 17.1 or 17.2 in the event the Employee breaches any of Employee's obligations under Sections 0 and/or 22.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
16 / 26
|
17.3.5
|
For the purposes of this Section 17, the Employee shall have good reason ("
Good Reason
") to terminate his employment hereunder upon certain circumstances, including but not limited to
|
(i)
|
a substantial reduction in the Employee's aggregate Base Salary and annual incentive compensation taken as a whole, excluding any reductions caused by the performance of the Employer and/or AGCO or the Employee, including but not limited to, the failure by the Employer and/or AGCO to achieve performance targets established from time to time by the Board of Directors of AGCO and/or under the Incentive Plan or Long Term Incentive Plan or from below budget performance by the Employer and/or AGCO; or
|
(ii)
|
the Employer's failure to make payments of the Base Salary and incentive compensation, but only upon notice of such failure given by the Employee within 90 days of the initial existence of the failure and the subsequent failure of the Employer to cure the non-payment within thirty 30 days of such notice.
|
18.
|
Death of Employee
|
18.1
|
The Agreement will lapse upon the death of the Employee.
|
18.2
|
In case the death of the Employee occurs at a point in time, when neither Party has given notice of termination pursuant to Section 15.1, the Employer shall continue to pay, to the estate using the same wire transfer details, the Base Salary at the rate in effect on the day of death for the month, in which death occurred, plus for three additional months, even if the employment would have lapsed before under Section 15.2 at an earlier time and irrespective of any social security or life insurance payments. In addition, the Employer shall pay all incentive or bonus payments accrued or accruable through the end of the month in which the death occurred pursuant to the applicable terms and conditions for such incentive or bonus payments. The Base Salary payments under this Section 18.2 will become due on the days, in which the Base Salary payments would have been due if no death had occurred. Any incentive or bonus payments will become due at such times as such payments are customarily made by the Employer.
|
18.3
|
In case the death of the Employee occurs after Employee has terminated the Agreement pursuant to the Section 15.1, the Employer shall continue to pay, to the estate using the same wire transfer details, the Base Salary at the rate in effect on the day of death for the month, in which death occurred, plus for three additional months. No incentive or bonus payments will be owed. The Base Salary payments under this Section 18.3 will become due on the days, in which the Base Salary payments would have been due if no death had occurred.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
17 / 26
|
19.
|
Confidentiality
|
19.1
|
As used herein, "
Confidential Information
" shall include, but not be limited to, all technical, business and trade information of the Employer and/or any of its subsidiary, sister, and parent companies and affiliates of the Group, and of any third party (such as non-Group business partners), which is of a confidential, trade secret and/or proprietary character and which is either developed by the Employee (alone or with others) or to which the Employee has had access during his employment hereunder.
|
19.2
|
The Employee shall be prohibited at any time during the continuance of his employment hereunder or at any time thereafter to directly or indirectly disseminate, disclose, and/or use for his own purposes or for any purposes other than those of the Employer or the Group, or through any failure to exercise due care and diligence cause any unauthorized disclosure of, Confidential Information, except
|
(i)
|
as may be required by law;
|
(ii)
|
in the proper performance of the Employee's duties; or
|
(iii)
|
as authorized in writing by the Employer.
|
19.3
|
Upon termination of his employment hereunder (for whatever reason) and at any other time at the Employer's request the Employee is obligated, without retaining any copies or other record thereof, to deliver to the Employer or any person the Employer may nominate each and every document and all other material of whatever nature and in whatever form in the possession or under the control of the Employee containing or relating, directly or indirectly, to any Confidential Information.
|
19.4
|
The confidentiality undertaking set forth in this Section 0 shall cease to apply to any information which shall become available to the public generally otherwise than through the default of the Employee.
|
20.
|
Intellectual Property
|
20.1
|
All intellectual property, including inventions and designs, and other proprietary work effort which the Employee either alone or in conjunction with others invents, conceives, makes or produces while employed by the Employer (whether during working hours or not) and which directly or indirectly:
|
(i)
|
relate to matters within the scope of the Employee's duties or field of responsibility; or
|
(ii)
|
are based on the Employee's knowledge of the actual or anticipated business or interests of the Employer or any of the Group companies; or
|
(iii)
|
are aided by the use of time, materials, facilities or information of the Employer or any of the Group companies
|
20.2
|
The Employee shall communicate promptly and confidentially in writing to those persons authorized for the purpose by the Board of Directors or other designated body
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
18 / 26
|
20.3
|
The Employer reserves the right to acquire any invention, design and proprietary work effort invented, conceived, made or produced by the Employee merely on occasion of his employment activity, but not during the performance of his contractual duties. The Employer shall inform the Employee in writing within six months upon receipt of the Employee's notice pursuant to Section 20.2 whether it wishes to acquire the rights to such invention, design, or proprietary work effort or whether such invention, design or proprietary work effort will be released to the Employee.
|
20.4
|
The Employee shall execute and perform at the expense of the Employer both during the continuance of his employment hereunder and at all times thereafter all such applications, assignments, documents, acts and things as may reasonably be required by the Employer for the purpose of obtaining and enforcing in such countries as the Employer may direct all necessary legal protection in respect of inventions, designs and other proprietary work effort owned by the Employer and for vesting the same in the Employer or as the Employer may direct.
|
21.
|
Data Protection, Communication Infrastructure
|
21.1
|
With the execution of this Agreement, the Employee consents that the Employer may store, transfer, change and delete all personal data in connection with this employment relationship. In particular, the Employee consents to the transfer of personal data concerning the Employee by the Employer to an affiliated company of the Employer outside Switzerland also in case such affiliated company of the Employer should not be subject to data protection rules similar to the ones applicable in Switzerland.
|
21.2
|
The Employee is aware that this Agreement might, due to AGCO's listing at the NYSE, be filed with the U.S. Securities Exchange Commission or another competent body or bodies and expressly consents to any filing and/or disclosure of this Agreement, be it in whole or in part, as may be required by all relevant regulations, as amended from time to time, governing AGCO's listing at the NYSE.
|
21.3
|
The Employee shall comply with the Employer's policies and instructions regarding the use of the Employer's telephones and telefax, computers, e-mail system, internet services and software programs ("
Communication Infrastructure
"). The Employee shall at all times refrain from using the Communication Infrastructure for any excessively private or any inappropriate or illegal purpose. The Employee acknowledges and agrees that all activities on the Communication Infrastructure are automatically saved, and that the Employer has complete access to, and may, in order to verify compliance with the Employer's policies and instructions, monitor at any time the Employee's usage of the Communication Infrastructure, including but not limited to the review of all material and e-mail correspondence and the Employees' internet usage that is saved on or performed via the Communication Infrastructure.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
19 / 26
|
22.
|
Non-Competition, Non-Solicitation
|
22.1
|
The Employee shall not, for as long as the Employee remains an employee of the Employer and during a period of two years from the taking effect of the termination of this Agreement, alone, or jointly with, or as manager of, agent for, or employee of any person or as a shareholder directly or indirectly carry on or be engaged, concerned or interested in any business competitive to the business of the Group (i.e., the designing, manufacturing, marketing, distributing and the like of agricultural equipment) in all those countries where the Group conducts business (as per Exhibit A) and, if terminated, at the time of the termination of this Agreement or 12 months prior to such termination.
|
22.2
|
The Parties acknowledge and confirm that one twelfth (1/12) of the annual Base Salary is considered remuneration for the non-competition and non-solicitation undertakings of the Employee.
|
22.3
|
The Employee shall not, for as long as he remains an employee of the Employer and during a period of two years from the taking effect of the termination of this Agreement
|
(i)
|
solicit, induce or attempt to induce any person who is an employee of the Group to leave the Group or to engage in any business that competes with the Group; or
|
(ii)
|
hire or assist in the hiring of any person who is an employee of the Group to work for any business that competes with the Group; or
|
(iii)
|
solicit, induce or attempt to induce any person or company that is a customer of the Group to discontinue or modify its customer relationship with the Group.
|
23.
|
Liquidated Damages, Remedies
|
23.1
|
For each violation of the covenants set forth in Sections 0 and/or 22, the Employee shall pay to the Employer an amount of CHF 100,000.00 (one hundred thousand Swiss Francs) as liquidated damages (
"Konventionalstrafe"
) plus such additional damages as may be incurred by the Employer. The payment of this amount, or a multiple thereof, and of additional damages does not operate as a waiver of the obligations set forth in Sections 0 and/or 22.
|
23.2
|
In addition, the Employer is entitled to obtain a court order for specific performance, as well as adequate injunctive relief or any other judicial measure or remedy available, to immediately stop, prevent and/or prohibit any existing or future violation of the covenants as set forth in Sections 0 and/or 22.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
20 / 26
|
24.
|
General Provisions
|
24.1
|
Unless otherwise provided for in this Agreement, notices under this Agreement shall be in writing and shall be made to the following addresses:
|
(i)
|
in case of the Employer to:
|
(ii)
|
in case of the Employee to:
|
24.2
|
Both Parties are required to inform the other Party of any address changes, in which case the new address(es) shall replace the address(es) given in Section 24.1.
|
24.3
|
This Agreement, to be executed in two original copies (one for Employer and one for Employee), its annexes, exhibits and the policies, rules, and/or regulations listed in Section 24.6 constitute the entire agreement and understanding among the Parties with respect to the employment of the Employee with the Employer, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto. Any representation or statement (in whatever form) made to the Employee in connection with the Employee's employment not incorporated in this Agreement or the policies, rules, and/or regulations listed in Section 24.6 shall not be valid and have no effect.
|
24.4
|
This Agreement, including this Section 24.4, may only be modified or amended by a document signed by the Parties. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision. No waiver of any violation or non-performance of this Agreement in one instance shall be deemed to be a waiver of any violation or non-performance in any other instance. To be valid, all waivers must be in writing.
|
24.5
|
If any provision of this Agreement is found by any competent authority to be void, in-valid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.
|
24.6
|
The following policies, rules, and/or regulations, each as amended from time to time, shall be incorporated into this Agreement by reference, and the Employee acknowledges to have received a copy of, and hereby agrees to, all such policies, rules, and/or regulations:
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
21 / 26
|
(a)
|
Current Management Incentive Plan;
|
(b)
|
Current Long Term Incentive Plan;
|
(c)
|
Expense Reimbursement Policy;
|
(d)
|
Code of Ethics / Code of Conduct;
|
(e)
|
Current Sick Pay and Accident Insurance Coverage;
|
(f)
|
Current Pension Plan; Capital Plan;
|
(g)
|
Health Insurance Plan (if applicable);
|
(h)
|
Travel Insurance Plan.
|
25.
|
Governing Law and Jurisdiction
|
25.1
|
This Agreement, including the jurisdiction clause, shall be governed by, interpreted and construed in accordance with the substantive laws of Switzerland.
|
25.2
|
Exclusive jurisdiction for all disputes arising out of or in connection with this Agreement shall be with the ordinary courts at the registered place of incorporation of the Employer.
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
22 / 26
|
Duluth, GA USA, 16 April 2013
|
|
Frankfurt am Main, Germany, 18 April 2013
|
Place, Date
|
|
Place, Date
|
|
|
|
|
|
|
AGCO International GmbH
|
|
|
|
|
|
|
|
|
/s/ Lucinda B. Smith
|
|
/s/ Richard Robinson Smith
|
Lucinda B. Smith
|
|
Dr. Richard Robinson Smith
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
23 / 26
|
CODE
|
COUNTRY
|
AGCO RECOGNISED DISTRIBUTION/REPRESENTATIVE
|
AF
|
AFGHANISTAN
|
Y
|
AL
|
ALBANIA
|
Y
|
DZ
|
ALGERIA
|
Y
|
AO
|
ANGOLA
|
Y
|
AG
|
ANTIGUA AND BARBUDA
|
Y
|
AR
|
ARGENTINA
|
Y
|
AU
|
AUSTRALIA
|
Y
|
AT
|
AUSTRIA
|
Y
|
AY
|
AZORES
|
Y
|
BH
|
BAHRAIN
|
Y
|
BD
|
BANGLADESH
|
Y
|
BB
|
BARBADOS, WEST INDIES
|
Y
|
BE
|
BELGIUM
|
Y
|
BJ
|
BENIN
|
Y
|
BO
|
BOLIVIA
|
Y
|
BA
|
BOSNIA
|
Y
|
BR
|
BRAZIL
|
Y
|
BG
|
BULGARIA
|
Y
|
BI
|
BURUNDI
|
Y
|
CM
|
CAMEROON
|
Y
|
CA
|
CANADA
|
Y
|
CF
|
CENTRAL AFRICAN REPUBLIC
|
Y
|
CL
|
CHILE
|
Y
|
CN
|
CHINA
|
Y
|
CO
|
COLOMBIA
|
Y
|
CG
|
CONGO
|
Y
|
CD
|
CONGO, DEM REP
|
Y
|
CR
|
COSTA RICA
|
Y
|
HR
|
CROATIA
|
Y
|
CY
|
CYPRUS
|
Y
|
CZ
|
CZECH REPUBLIC
|
Y
|
DK
|
DENMARK
|
Y
|
DJ
|
DJIBOUTI
|
Y
|
EC
|
ECUADOR
|
Y
|
EG
|
EGYPT
|
Y
|
SV
|
EL SALVADOR
|
Y
|
EE
|
ESTONIA
|
Y
|
ET
|
ETHIOPIA
|
Y
|
FJ
|
FIJI
|
Y
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
24 / 26
|
CODE
|
COUNTRY
|
AGCO RECOGNISED DISTRIBUTION/REPRESENTATIVE
|
FI
|
FINLAND
|
Y
|
FR
|
FRANCE
|
Y
|
GF
|
FRENCH GUIANA
|
Y
|
PF
|
FRENCH POLYNESIA
|
Y
|
GA
|
GABON
|
Y
|
GM
|
GAMBIA
|
Y
|
GE
|
GEORGIA
|
Y
|
DE
|
GERMANY
|
Y
|
GH
|
GHANA
|
Y
|
GR
|
GREECE
|
Y
|
GP
|
GUADELOUPE
|
Y
|
GT
|
GUATEMALA
|
Y
|
GY
|
GUYANA
|
Y
|
HAT
|
HAITI
|
Y
|
HN
|
HONDURAS
|
Y
|
HK
|
HONG KONG
|
Y
|
HU
|
HUNGARY
|
Y
|
IR
|
I.R.O. IRAN
|
Y
|
IS
|
ICELAND
|
Y
|
IN
|
INDIA
|
Y
|
ID
|
INDONESIA
|
Y
|
IQ
|
IRAQ
|
Y
|
IE
|
IRELAND
|
Y
|
IL
|
ISRAEL
|
Y
|
IT
|
ITALY
|
Y
|
CI
|
IVORY COAST
|
Y
|
JM
|
JAMAICA, WEST INDIES
|
Y
|
JP
|
JAPAN
|
Y
|
JO
|
JORDAN
|
Y
|
KZ
|
KAZAKHSTAN
|
Y
|
KE
|
KENYA
|
Y
|
KW
|
KUWAIT
|
Y
|
LV
|
LATVIA
|
Y
|
LB
|
LEBANON
|
Y
|
LY
|
LIBYA
|
Y
|
LT
|
LITHUANIA
|
Y
|
LU
|
LUXEMBOURG
|
Y
|
MK
|
MACEDONIA
|
Y
|
MG
|
MADAGASCAR
|
Y
|
MW
|
MALAWI
|
Y
|
MY
|
MALAYSIA
|
Y
|
ML
|
MALI
|
Y
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
25 / 26
|
CODE
|
COUNTRY
|
AGCO RECOGNISED DISTRIBUTION/REPRESENTATIVE
|
MQ
|
MARTINIQUE
|
Y
|
MU
|
MAURITIUS
|
Y
|
MX
|
MEXICO
|
Y
|
MA
|
MOROCCO
|
Y
|
MZ
|
MOZAMBIQUE
|
Y
|
MM
|
MYANMAR
|
Y
|
NP
|
NEPAL
|
Y
|
NL
|
NETHERLANDS
|
Y
|
NC
|
NEW CALEDONIA
|
Y
|
NZ
|
NEW ZEALAND
|
Y
|
NG
|
NIGERIA
|
Y
|
NO
|
NORWAY
|
Y
|
OM
|
OMAN
|
Y
|
PK
|
PAKISTAN
|
Y
|
PS
|
PALESTINE
|
Y
|
PG
|
PAPUA NEW GUINEA
|
Y
|
PE
|
PERU
|
Y
|
PH
|
PHILIPPINES
|
Y
|
PL
|
POLAND
|
Y
|
PT
|
PORTUGAL
|
Y
|
PR
|
PUERTO RICO
|
Y
|
QA
|
QATAR
|
Y
|
PA
|
REP. OF PANAMA
|
Y
|
ZM
|
REP. OF ZAMBIA
|
Y
|
RO
|
ROMANIA
|
Y
|
RU
|
RUSSIA
|
Y
|
RW
|
RWANDA
|
Y
|
WS
|
SAMOA
|
Y
|
SA
|
SAUDI ARABIA
|
Y
|
SN
|
SENEGAL
|
Y
|
CS
|
SERBIA AND MONTENEGRO
|
Y
|
SC
|
SEYCHELLES
|
Y
|
SG
|
SINGAPORE
|
Y
|
SK
|
SLOVAKIA
|
Y
|
SI
|
SLOVENIA
|
Y
|
SB
|
SOLOMON ISLANDS
|
Y
|
ZA
|
SOUTH AFRICA
|
Y
|
KR
|
SOUTH KOREA
|
Y
|
ES
|
SPAIN
|
Y
|
LK
|
SRI LANKA
|
Y
|
SD
|
SUDAN
|
Y
|
SR
|
SURINAME
|
Y
|
SE
|
SWEDEN
|
Y
|
Employment Agreement AGCO International GmbH / Dr. Richard Robinson Smith
|
26 / 26
|
CODE
|
COUNTRY
|
AGCO RECOGNISED DISTRIBUTION/REPRESENTATIVE
|
CH
|
SWITZERLAND
|
Y
|
SY
|
SYRIA
|
Y
|
TW
|
TAIWAN
|
Y
|
TZ
|
TANZANIA
|
Y
|
TH
|
THAILAND
|
Y
|
CD
|
THE DEM. REP. OF THE CONGO
|
Y
|
TG
|
TOGO
|
Y
|
TO
|
TONGA
|
Y
|
TT
|
TRINIDAD AND TOBAGO
|
Y
|
TN
|
TUNISIA
|
Y
|
TR
|
TURKEY
|
Y
|
UG
|
UGANDA
|
Y
|
UA
|
UKRAINE
|
Y
|
AE
|
UNITED ARAB EMIRATES
|
Y
|
GB
|
UNITED KINGDOM
|
Y
|
US
|
UNITED STATES
|
Y
|
UY
|
URUGUAY
|
Y
|
VN
|
VIETNAM
|
Y
|
ZW
|
ZIMBABWE
|
Y
|
AGCO CORPORATION
|
|
AGCO FINANCE LLC
|
||
|
|
|
|
|
By:
|
/s/ David Williams
|
|
By:
|
/s/ Amy V. Hester
|
|
Name: David Williams
|
|
|
Name: Amy Ventling Hester
|
|
Title: Vice President and Treasurer
|
|
|
Title: C.E.O.
|
AGCO CORPORATION
|
|
AGCO FINANCE LLC
|
||
|
|
|
|
|
By:
|
/s/ David Williams
|
|
By:
|
/s/ Amy V. Hester
|
|
Name: David Williams
|
|
|
Name: Amy Ventling Hester
|
|
Title: Vice President and Treasurer
|
|
|
Title: C.E.O.
|
AGCO CORPORATION
|
|
AGCO FINANCE LLC
|
||
|
|
|
|
|
By:
|
/s/ David Williams
|
|
By:
|
/s/ Amy V. Hester
|
|
Name: David Williams
|
|
|
Name: Amy Ventling Hester
|
|
Title: Vice President and Treasurer
|
|
|
Title: C.E.O.
|
|
Retainers (1)
|
USD
|
|
|
Annual Lead Director Retainer (paid only to Lead Director):
|
30,000
|
|
|
Annual Director Base Retainer (applies to all Directors):
|
100,000
|
|
|
Annual Committee Chairperson Retainer:
(except Audit Committee and Compensation Committee Chair)
|
15,000
|
|
|
Annual Audit Committee Chairperson Retainer:
|
25,000
|
|
|
Annual Compensation Committee Chairperson Retainer:
|
20,000
|
Additional Compensation
|
|
|
|
Annual AGCO Stock Grant Award (2)
|
120,000
|
|
1)
|
Payments of annual retainers are made in accordance with the following provisions:
|
I)
|
Annual Retainers are paid quarterly in four installments (for ease of calculation purposes quarters are divided into 90 days with a 360 day year).
|
II)
|
Annual Retainers accrue as of the first day of each calendar quarter based on the Board and Committee Membership Roster in effect on that date.
|
III)
|
Annual Retainers are paid in advance during the first month of the given calendar quarter (e.g., January for the first quarter).
|
IV)
|
Changes to Board and Committee Memberships (including Chairpersons) will be reviewed and adjustments made to current quarter’s retainer amounts (up or down).
|
V)
|
Any changes in the Retainer amounts due for the current quarter will be reflected in the ensuing quarter’s retainer payment.
|
2)
|
Terms applicable to the Stock Grant Award are defined in the Plan Document. The stock grant equivalent to USD 120,000 is based on closing price on the day of the Annual Shareholder’s meeting.
|
AGCO CORP /DE
|
Exhibit 21.1
|
12/31/2015
|
|
|
|
Wholly Owned Subsidiaries of AGCO Corporation
|
Country of
Jurisdiction
|
|
|
AGCO Argentina SA
|
Argentina
|
Indamo SA
|
Argentina
|
AGCO Australia Ltd
|
Australia
|
Sparex Australia PTY Ltd
|
Australia
|
AGCO Austria GmbH
|
Austria
|
Sparex Maschinensubehor Handelsgesellschaft m.b.H
|
Austria
|
Sparex Belgium BVBA
|
Belgium
|
AGCO do Brasil Comercio e Industria Ltda
|
Brazil
|
GSI Brasil Industria e Comercio de Equipamentos Agropecuarios Ltd
|
Brazil
|
Tecnoagro Maquinas Agricolas Ltda
|
Brazil
|
Valtra do Brasil Ltda
|
Brazil
|
AGCO Canada Ltd
|
Canada
|
GSI Electronique Inc
|
Canada
|
Sparex Canada Ltd
|
Canada
|
AGCO (Changzhou) Agricultural Machinery Co. Ltd
|
China
|
AGCO (China) Investment Co., Ltd
|
China
|
AGCO (Daqing) Agricultural Machinery Co., Ltd.
|
China
|
AGCO Dafeng (Yanzhou) Agricultural Machinery Co., Ltd
|
China
|
AGCO Genpowex (Shanghai) Co., Ltd
|
China
|
AGCO GSI (Changzhou) Agriculture Equipment Co., Ltd
|
China
|
Beijing AGCO Trading Co., Ltd
|
China
|
C-Lines Asia Limited
|
China
|
Manway Development Limited
|
China
|
Matexi (Shanghai) Trading Limited
|
China
|
Shanghai GSI Agriculture Equipment Co., Ltd
|
China
|
The GSI Group (Shanghai) Co. Ltd
|
China
|
AGCO A/S
|
Denmark
|
AGCO Danmark A/S
|
Denmark
|
Sparex Limited ApS
|
Denmark
|
AGCO Power Oy
|
Finland
|
AGCO Suomi Oy
|
Finland
|
Valtra OY AB
|
Finland
|
AGCO Distribution SAS
|
France
|
AGCO France SAS
|
France
|
AGCO SAS
|
France
|
C-Lines France SAS
|
France
|
C-Lines International SAS
|
France
|
Sparex S.A.R.L.
|
France
|
AGCO Deutschland GmbH
|
Germany
|
AGCO Deutschland Limited & Co. KG
|
Germany
|
AGCO Feucht GmbH
|
Germany
|
AGCO GmbH
|
Germany
|
AGCO Hohenmölsen GmbH
|
Germany
|
Farmer Automatic GmbH & Co. KG
|
Germany
|
|
|
Farmer Automatic Management GmbH
|
Germany
|
Fendt GmbH
|
Germany
|
Fendt Immobilien GmbH
|
Germany
|
Sparex Handels-Und Vertriebs GmbH
|
Germany
|
Unterstutzungskasse der Fella-Werke Gesellschaft mit beschankter Haftung
|
Germany
|
Valtra Deutschland GmbH
|
Germany
|
AGCO Holdings (Hong Kong) Ltd
|
Hong Kong
|
AGCO Hungary Kft
|
Hungary
|
GSI Hungary Kft
|
Hungary
|
AGCO Trading (India) Private Ltd
|
India
|
Sparex (Tractor Accessories) Ltd
|
Ireland
|
AGCO Italia SpA
|
Italy
|
AGCO Italiana Srl
|
Italy
|
C-Lines Italia Srl
|
Italy
|
Farmec Srl
|
Italy
|
Laverda AGCO SPA
|
Italy
|
AGCO Luxembourg S.a.r.l
|
Luxembourg
|
AGCO GSI Asia Sdn Bhd
|
Malaysia
|
AGCO GSI (Malaysia) Sdn. Bhd.
|
Malaysia
|
Cumberland Sales & Services Sdn Bhd
|
Malaysia
|
MY C-Lines SDN BHD
|
Malaysia
|
AGCO Mexico S de RL de CV
|
Mexico
|
GSI Cumberland De Mexico, S. De RL De CV
|
Mexico
|
GSI Cumberland De Mexico Servicios, SA De CV
|
Mexico
|
Impulsora Inqro S.A. de C.V.
|
Mexico
|
Prestadora de Servicios Mexicana del Bajio, SA de CV
|
Mexico
|
Sparex Mexicana S.A. de CV
|
Mexico
|
Ag-Chem Europe Fertilizer Equipment BV
|
Netherlands
|
Ag-Chem Europe Industrial Equipment BV
|
Netherlands
|
AGCO Holding BV
|
Netherlands
|
AGCO International Holdings BV
|
Netherlands
|
AGCO Netherlands BV
|
Netherlands
|
Sparex Limited Vestiging Holland BV
|
Netherlands
|
Valtra International BV
|
Netherlands
|
Sparex Distributors New Zealand Ltd
|
New Zealand
|
Eikmaskin AS
|
Norway
|
AGCO Sp Z.o.o
|
Poland
|
Sparex Polska Sp. Z.o.o.
|
Poland
|
Sparex Portugal Importacao e Comercio de Pecas Lda
|
Portugal
|
Valtractor Comercio de Tractores e Maquinas Agricolas SA
|
Portugal
|
AGCO LLC
|
Russia
|
AGCO Machinery LLC
|
Russia
|
AGCO Holdings (Singapore) Pte. Ltd
|
Singapore
|
AGCO Holdings South Africa
|
South Africa
|
AGCO South Africa Pty Ltd
|
South Africa
|
C-Lines South Africa (Proprietary) Limited
|
South Africa
|
Sparex (Proprietary) Ltd
|
South Africa
|
AGCO Iberia SA
|
Spain
|
Sparex Agrirepuestos SL
|
Spain
|
AGCO AB
|
Sweden
|
AGCO International GmbH
|
Switzerland
|
AGCO Tarim Makineleri Ticaret Ltd Sirketi
|
Turkey
|
C-Lines Middle East DMCC
|
United Arab Emirates
|
Ag-Chem (UK) Ltd
|
United Kingdom
|
AGCO Funding Company
|
United Kingdom
|
AGCO International Ltd
|
United Kingdom
|
AGCO Ltd
|
United Kingdom
|
AGCO Machinery Ltd
|
United Kingdom
|
AGCO Manufacturing Ltd
|
United Kingdom
|
AGCO Pension Trust Ltd
|
United Kingdom
|
AGCO Receivables Ltd
|
United Kingdom
|
AGCO Services Ltd
|
United Kingdom
|
Anglehawk Ltd
|
United Kingdom
|
Massey Ferguson Staff Pension Trust Ltd
|
United Kingdom
|
Massey Ferguson Works Pension Trust Ltd
|
United Kingdom
|
Sparex Holdings Ltd
|
United Kingdom
|
Sparex International Ltd
|
United Kingdom
|
Sparex Ltd
|
United Kingdom
|
Spenco Engineering Company Ltd
|
United Kingdom
|
AGCO Jackson Assembly Company
|
United States
|
Assumption Leasing Company, Inc.
|
United States
|
Export Market Services LLC
|
United States
|
Farmer Automatic, Inc.
|
United States
|
Intersystems Holdings, Inc.
|
United States
|
Intersystems International Inc.
|
United States
|
Massey Ferguson Corp.
|
United States
|
Sparex, Inc.
|
United States
|
The GSI Group, LLC
|
United States
|
AGCO Zambia Ltd
|
Zambia
|
|
|
50% or Greater Joint Venture Interests of the Registrant
|
|
|
|
Deutz AGCO Motores SA
|
Argentina
|
Santal Equipamentos SA Comercio e Industria
|
Brazil
|
Groupement International De Mecanique Agricole SA
|
France
|
AGCO-RM (Distribution) Holding BV
|
Netherlands
|
AGCO LLC
|
Russia
|
AGCO Machinery LLC
|
Russia
|
AGCO - Amity JV, LLC
|
United States
|
Intelligent Agricultural Solutions, LLC
|
United States
|
|
|
Less Than 50% Joint Venture Interests of the Registrant
|
|
|
|
Algerian Tractor Company Spa
|
Algeria
|
AGCO Capital Argentina SA
|
Argentina
|
AGCO Finance PTY Ltd
|
Australia
|
AGCO Finance GmbH, Landmaschinen Leasing
|
Austria
|
AGCO Finance NV
|
Belgium
|
Banco De Lage Landen Brasil S.A
|
Brazil
|
De Lage Landen Participacoes Ltda (dbaAgricredit do Brasil Ltda)
|
Brazil
|
Massey Ferguson Administradora de Consorcios Ltda
|
Brazil
|
AGCO Finance Canada Ltd
|
Canada
|
AGCO Finance S.N.C.
|
France
|
AGCO Finance GmbH
|
Germany
|
|
|
Tractors and Farm Equipment Ltd
|
India
|
AGCO Finance Ltd
|
Ireland
|
Libyan Tractor and Agricultural Commodities Company
|
Libya
|
Compagnie Maghebine de Materials Agricoles et Industriels SA
|
Morocco
|
AGCO Finance B.V
|
Netherlands
|
AGCO RM (Manufacturing) Holding BV
|
Netherlands
|
AGCO Finance Ltd
|
New Zealand
|
AGCO Finance Sp.z.o.o
|
Poland
|
AGCO Finance LLC
|
Russia
|
GolAZ OJSC
|
Russia
|
AGCO Finance AG
|
Switzerland
|
AGCO Finance Ltd
|
United Kingdom
|
AGCO Finance LLC
|
United States
|
Signature
|
|
Date
|
|
|
|
/s/ Martin Richenhagen
|
|
February 26, 2016
|
Martin Richenhagen
|
|
|
|
|
|
/s/ Roy V. Armes
|
|
February 26, 2016
|
Roy V. Armes
|
|
|
|
|
|
/s/ Michael C. Arnold
|
|
February 26, 2016
|
Michael C. Arnold
|
|
|
|
|
|
/s/ P. George Benson
|
|
February 26, 2016
|
P. George Benson
|
|
|
|
|
|
/s/ Wolfgang Deml
|
|
February 26, 2016
|
Wolfgang Deml
|
|
|
|
|
|
/s/ Luiz F. Furlan
|
|
February 26, 2016
|
Luiz F. Furlan
|
|
|
|
|
|
/s/ George E. Minnich
|
|
February 26, 2016
|
George E. Minnich
|
|
|
|
|
|
/s/ Gerald L. Shaheen
|
|
February 26, 2016
|
Gerald L. Shaheen
|
|
|
|
|
|
/s/ Mallika Srinivasan
|
|
February 26, 2016
|
Mallika Srinivasan
|
|
|
|
|
|
/s/ Hendrikus Visser
|
|
February 26, 2016
|
Hendrikus Visser
|
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
February 26, 2016
|
|
|
|
|
|
|
/s/ Martin Richenhagen
|
|
|
Martin Richenhagen
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
February 26, 2016
|
|
|
|
|
|
|
/s/ Andrew H. Beck
|
|
|
Andrew H. Beck
|
|
|
Senior Vice President and Chief Financial Officer
|
|
/s/ Martin Richenhagen
|
|
|
Martin Richenhagen
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
February 26, 2016
|
|
|
|
|
|
/s/Andrew H. Beck
|
|
|
Andrew H. Beck
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
February 26, 2016
|
|