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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________ to _________
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Delaware
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58-1960019
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4205 River Green Parkway
Duluth, Georgia
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30096
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(Address of principal executive offices)
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(Zip Code)
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(770) 813-9200
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x
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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(Do not check if a smaller reporting company)
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Page
Numbers
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 2.
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Item 6.
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PART I.
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FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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June 30, 2018
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December 31, 2017
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||||
ASSETS
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|||||||
Current Assets:
|
|
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Cash and cash equivalents
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$
|
280.6
|
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$
|
367.7
|
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Accounts and notes receivable, net
|
1,047.1
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1,019.4
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Inventories, net
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2,131.9
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1,872.9
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Other current assets
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384.3
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367.7
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Total current assets
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3,843.9
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3,627.7
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Property, plant and equipment, net
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1,392.9
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1,485.3
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Investment in affiliates
|
411.2
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409.0
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Deferred tax assets
|
110.8
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|
112.2
|
|
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Other assets
|
153.5
|
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147.1
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Intangible assets, net
|
608.1
|
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|
649.0
|
|
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Goodwill
|
1,503.7
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1,541.4
|
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Total assets
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$
|
8,024.1
|
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$
|
7,971.7
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||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
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|
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Current portion of long-term debt
|
$
|
17.9
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$
|
24.8
|
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Short-term borrowings
|
197.7
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90.8
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Accounts payable
|
898.3
|
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917.5
|
|
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Accrued expenses
|
1,385.5
|
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1,407.9
|
|
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Other current liabilities
|
201.1
|
|
|
209.6
|
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Total current liabilities
|
2,700.5
|
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2,650.6
|
|
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Long-term debt, less current portion and debt issuance costs
|
1,728.0
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1,618.1
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|
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Pensions and postretirement health care benefits
|
230.6
|
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247.3
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Deferred tax liabilities
|
122.6
|
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|
130.5
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Other noncurrent liabilities
|
244.3
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229.9
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|
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Total liabilities
|
5,026.0
|
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4,876.4
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Commitments and contingencies (Note 16)
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Stockholders’ Equity:
|
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|
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AGCO Corporation stockholders’ equity:
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|
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Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2018 and 2017
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—
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—
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Common stock; $0.01 par value, 150,000,000 shares authorized, 79,117,583 and 79,553,825 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
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0.8
|
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0.8
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Additional paid-in capital
|
121.4
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136.6
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Retained earnings
|
4,346.1
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4,253.8
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|
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Accumulated other comprehensive loss
|
(1,533.5
|
)
|
|
(1,361.6
|
)
|
||
Total AGCO Corporation stockholders’ equity
|
2,934.8
|
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3,029.6
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Noncontrolling interests
|
63.3
|
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|
65.7
|
|
||
Total stockholders’ equity
|
2,998.1
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|
3,095.3
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|
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Total liabilities and stockholders’ equity
|
$
|
8,024.1
|
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$
|
7,971.7
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Three Months Ended June 30,
|
||||||
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2018
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2017
|
||||
Net sales
|
$
|
2,537.6
|
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$
|
2,165.2
|
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Cost of goods sold
|
1,981.3
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1,689.8
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Gross profit
|
556.3
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475.4
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Selling, general and administrative expenses
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271.8
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234.6
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Engineering expenses
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93.0
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76.8
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Restructuring expenses
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2.7
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0.4
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Amortization of intangibles
|
18.2
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13.8
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Bad debt expense
|
2.5
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1.5
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|
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Income from operations
|
168.1
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|
148.3
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|
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Interest expense, net
|
21.2
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11.3
|
|
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Other expense, net
|
27.2
|
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17.6
|
|
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Income before income taxes and equity in net earnings of affiliates
|
119.7
|
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|
119.4
|
|
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Income tax provision
|
38.5
|
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36.9
|
|
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Income before equity in net earnings of affiliates
|
81.2
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|
82.5
|
|
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Equity in net earnings of affiliates
|
9.2
|
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9.1
|
|
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Net income
|
90.4
|
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|
91.6
|
|
||
Net loss (income) attributable to noncontrolling interests
|
1.0
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(0.1
|
)
|
||
Net income attributable to AGCO Corporation and subsidiaries
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$
|
91.4
|
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$
|
91.5
|
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Net income per common share attributable to AGCO Corporation and subsidiaries:
|
|
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|
||
Basic
|
$
|
1.15
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$
|
1.15
|
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Diluted
|
$
|
1.14
|
|
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$
|
1.14
|
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Cash dividends declared and paid per common share
|
$
|
0.15
|
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|
$
|
0.14
|
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Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
||
Basic
|
79.3
|
|
|
79.5
|
|
||
Diluted
|
80.2
|
|
|
80.1
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net sales
|
$
|
4,545.1
|
|
|
$
|
3,792.8
|
|
Cost of goods sold
|
3,560.8
|
|
|
2,987.1
|
|
||
Gross profit
|
984.3
|
|
|
805.7
|
|
||
Selling, general and administrative expenses
|
536.4
|
|
|
457.3
|
|
||
Engineering expenses
|
183.9
|
|
|
149.9
|
|
||
Restructuring expenses
|
8.6
|
|
|
5.5
|
|
||
Amortization of intangibles
|
33.9
|
|
|
27.2
|
|
||
Bad debt expense
|
2.9
|
|
|
1.8
|
|
||
Income from operations
|
218.6
|
|
|
164.0
|
|
||
Interest expense, net
|
31.5
|
|
|
22.0
|
|
||
Other expense, net
|
38.7
|
|
|
30.7
|
|
||
Income before income taxes and equity in net earnings of affiliates
|
148.4
|
|
|
111.3
|
|
||
Income tax provision
|
49.9
|
|
|
48.0
|
|
||
Income before equity in net earnings of affiliates
|
98.5
|
|
|
63.3
|
|
||
Equity in net earnings of affiliates
|
16.9
|
|
|
20.1
|
|
||
Net income
|
115.4
|
|
|
83.4
|
|
||
Net loss (income) attributable to noncontrolling interests
|
0.3
|
|
|
(2.0
|
)
|
||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
115.7
|
|
|
$
|
81.4
|
|
Net income per common share attributable to AGCO Corporation and subsidiaries:
|
|
|
|
|
|
||
Basic
|
$
|
1.46
|
|
|
$
|
1.02
|
|
Diluted
|
$
|
1.44
|
|
|
$
|
1.02
|
|
Cash dividends declared and paid per common share
|
$
|
0.30
|
|
|
$
|
0.28
|
|
Weighted average number of common and common equivalent shares outstanding:
|
|
|
|
|
|
||
Basic
|
79.4
|
|
|
79.5
|
|
||
Diluted
|
80.3
|
|
|
80.1
|
|
||
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
90.4
|
|
|
$
|
91.6
|
|
Other comprehensive (loss) income, net of reclassification adjustments:
|
|
|
|
||||
Foreign currency translation adjustments
|
(190.4
|
)
|
|
(0.7
|
)
|
||
Defined benefit pension plans, net of tax
|
3.0
|
|
|
2.9
|
|
||
Unrealized gain on derivatives, net of tax
|
1.5
|
|
|
2.8
|
|
||
Other comprehensive (loss) income, net of reclassification adjustments
|
(185.9
|
)
|
|
5.0
|
|
||
Comprehensive (loss) income
|
(95.5
|
)
|
|
96.6
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
3.2
|
|
|
0.9
|
|
||
Comprehensive (loss) income attributable to AGCO Corporation and subsidiaries
|
$
|
(92.3
|
)
|
|
$
|
97.5
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
115.4
|
|
|
$
|
83.4
|
|
Other comprehensive (loss) income, net of reclassification adjustments:
|
|
|
|
||||
Foreign currency translation adjustments
|
(180.7
|
)
|
|
42.0
|
|
||
Defined benefit pension plans, net of tax
|
6.1
|
|
|
5.8
|
|
||
Unrealized gain on derivatives, net of tax
|
0.6
|
|
|
6.1
|
|
||
Other comprehensive (loss) income, net of reclassification adjustments
|
(174.0
|
)
|
|
53.9
|
|
||
Comprehensive (loss) income
|
(58.6
|
)
|
|
137.3
|
|
||
Comprehensive loss (income) attributable to noncontrolling interests
|
2.4
|
|
|
(2.6
|
)
|
||
Comprehensive (loss) income attributable to AGCO Corporation and subsidiaries
|
$
|
(56.2
|
)
|
|
$
|
134.7
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
115.4
|
|
|
$
|
83.4
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation
|
115.1
|
|
|
108.9
|
|
||
Amortization of intangibles
|
33.9
|
|
|
27.2
|
|
||
Stock compensation expense
|
22.5
|
|
|
22.6
|
|
||
Equity in net earnings of affiliates, net of cash received
|
(13.4
|
)
|
|
(5.6
|
)
|
||
Deferred income tax (benefit) provision
|
(14.3
|
)
|
|
0.6
|
|
||
Other
|
1.3
|
|
|
1.8
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts and notes receivable, net
|
(83.0
|
)
|
|
(94.3
|
)
|
||
Inventories, net
|
(396.3
|
)
|
|
(316.5
|
)
|
||
Other current and noncurrent assets
|
(47.3
|
)
|
|
(48.4
|
)
|
||
Accounts payable
|
7.9
|
|
|
120.6
|
|
||
Accrued expenses
|
6.7
|
|
|
9.9
|
|
||
Other current and noncurrent liabilities
|
47.2
|
|
|
23.4
|
|
||
Total adjustments
|
(319.7
|
)
|
|
(149.8
|
)
|
||
Net cash used in operating activities
|
(204.3
|
)
|
|
(66.4
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(89.8
|
)
|
|
(92.3
|
)
|
||
Proceeds from sale of property, plant and equipment
|
2.3
|
|
|
1.6
|
|
||
Investments in unconsolidated affiliates
|
(5.8
|
)
|
|
(0.8
|
)
|
||
Other
|
0.4
|
|
|
—
|
|
||
Net cash used in investing activities
|
(92.9
|
)
|
|
(91.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from indebtedness
|
2,555.7
|
|
|
1,966.6
|
|
||
Repayments of indebtedness
|
(2,273.6
|
)
|
|
(1,911.8
|
)
|
||
Purchases and retirement of common stock
|
(34.3
|
)
|
|
—
|
|
||
Payment of dividends to stockholders
|
(23.8
|
)
|
|
(22.2
|
)
|
||
Payment of minimum tax withholdings on stock compensation
|
(3.5
|
)
|
|
(4.0
|
)
|
||
Investments by noncontrolling interests
|
—
|
|
|
0.2
|
|
||
Net cash provided by financing activities
|
220.5
|
|
|
28.8
|
|
||
Effects of exchange rate changes on cash and cash equivalents
|
(10.4
|
)
|
|
17.2
|
|
||
Decrease in cash and cash equivalents
|
(87.1
|
)
|
|
(111.9
|
)
|
||
Cash and cash equivalents, beginning of period
|
367.7
|
|
|
429.7
|
|
||
Cash and cash equivalents, end of period
|
$
|
280.6
|
|
|
$
|
317.8
|
|
|
|
As Reported
|
|
Balances Without Adoption of ASU 2014-09
|
|
Increase (Decrease) Due to Adoption
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Accounts and notes receivable, net
|
|
$
|
1,047.1
|
|
|
$
|
1,046.9
|
|
|
$
|
0.2
|
|
Other current assets
|
|
384.3
|
|
|
373.0
|
|
|
11.3
|
|
|||
Total current assets
|
|
3,843.9
|
|
|
3,832.4
|
|
|
11.5
|
|
|||
Total assets
|
|
8,024.1
|
|
|
8,012.6
|
|
|
11.5
|
|
|||
|
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Accrued expenses
|
|
$
|
1,385.5
|
|
|
$
|
1,373.3
|
|
|
$
|
12.2
|
|
Total current liabilities
|
|
2,700.5
|
|
|
2,688.3
|
|
|
12.2
|
|
|||
Retained earnings
|
|
4,346.1
|
|
|
4,346.8
|
|
|
(0.7
|
)
|
|||
Total stockholder’s equity
|
|
2,998.1
|
|
|
2,998.8
|
|
|
(0.7
|
)
|
|||
Total liabilities and stockholder’s equity
|
|
8,024.1
|
|
|
8,012.6
|
|
|
11.5
|
|
|
Write-down of Property, Plant and Equipment
|
|
Employee Severance
|
|
Total
|
||||||
Balance as of December 31, 2017
|
$
|
—
|
|
|
$
|
10.9
|
|
|
$
|
10.9
|
|
First quarter 2018 provision
|
—
|
|
|
5.9
|
|
|
5.9
|
|
|||
First quarter 2018 cash activity
|
—
|
|
|
(3.7
|
)
|
|
(3.7
|
)
|
|||
Foreign currency translation
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Balance as of March 31, 2018
|
—
|
|
|
13.2
|
|
|
13.2
|
|
|||
Second quarter 2018 provision
|
0.3
|
|
|
2.4
|
|
|
2.7
|
|
|||
Less: Non-cash activity
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Cash expense
|
—
|
|
|
2.4
|
|
|
2.4
|
|
|||
Second quarter 2018 cash activity
|
—
|
|
|
(4.7
|
)
|
|
(4.7
|
)
|
|||
Foreign currency translation
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Balance as of June 30, 2018
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
10.1
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of goods sold
|
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
$
|
1.9
|
|
|
$
|
1.6
|
|
Selling, general and administrative expenses
|
|
12.5
|
|
|
9.8
|
|
|
20.9
|
|
|
21.2
|
|
||||
Total stock compensation expense
|
|
$
|
13.6
|
|
|
$
|
10.8
|
|
|
$
|
22.8
|
|
|
$
|
22.8
|
|
Shares awarded but not vested at January 1
|
237,468
|
|
Shares awarded
|
110,404
|
|
Shares forfeited
|
(5,178
|
)
|
Shares vested
|
(117,172
|
)
|
Shares awarded but not vested at June 30
|
225,522
|
|
SSARs outstanding at January 1
|
1,060,192
|
|
SSARs granted
|
157,700
|
|
SSARs exercised
|
(80,475
|
)
|
SSARs canceled or forfeited
|
(7,400
|
)
|
SSARs outstanding at June 30
|
1,130,017
|
|
|
Trademarks and
Tradenames
|
|
Customer
Relationships
|
|
Patents and
Technology
|
|
Land Use Rights
|
|
Total
|
||||||||||
Gross carrying amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2017
|
$
|
208.4
|
|
|
$
|
600.4
|
|
|
$
|
160.0
|
|
|
$
|
9.1
|
|
|
$
|
977.9
|
|
Foreign currency translation
|
(3.1
|
)
|
|
(10.1
|
)
|
|
(2.7
|
)
|
|
(0.2
|
)
|
|
(16.1
|
)
|
|||||
Balance as of June 30, 2018
|
$
|
205.3
|
|
|
$
|
590.3
|
|
|
$
|
157.3
|
|
|
$
|
8.9
|
|
|
$
|
961.8
|
|
|
Trademarks and
Tradenames
|
|
Customer
Relationships
|
|
Patents and
Technology
|
|
Land Use Rights
|
|
Total
|
||||||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2017
|
$
|
61.4
|
|
|
$
|
279.7
|
|
|
$
|
73.4
|
|
|
$
|
3.0
|
|
|
$
|
417.5
|
|
Amortization expense and impairment charge
|
8.1
|
|
|
20.5
|
|
|
5.2
|
|
|
0.1
|
|
|
33.9
|
|
|||||
Foreign currency translation
|
(1.0
|
)
|
|
(7.2
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(10.1
|
)
|
|||||
Balance as of June 30, 2018
|
$
|
68.5
|
|
|
$
|
293.0
|
|
|
$
|
76.7
|
|
|
$
|
3.1
|
|
|
$
|
441.3
|
|
|
Trademarks and
Tradenames
|
||
Indefinite-lived intangible assets:
|
|
|
|
Balance as of December 31, 2017
|
$
|
88.6
|
|
Foreign currency translation
|
(1.0
|
)
|
|
Balance as of June 30, 2018
|
$
|
87.6
|
|
|
North
America
|
|
South
America
|
|
Europe/Middle East
|
|
Asia/
Pacific/Africa
|
|
Consolidated
|
||||||||||
Balance as of December 31, 2017
|
$
|
611.1
|
|
|
$
|
136.4
|
|
|
$
|
671.0
|
|
|
$
|
122.9
|
|
|
$
|
1,541.4
|
|
Adjustment
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||||
Foreign currency translation
|
—
|
|
|
(19.3
|
)
|
|
(18.2
|
)
|
|
(2.1
|
)
|
|
(39.6
|
)
|
|||||
Balance as of June 30, 2018
|
$
|
611.1
|
|
|
$
|
117.1
|
|
|
$
|
654.7
|
|
|
$
|
120.8
|
|
|
$
|
1,503.7
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
1.056% Senior term loan due 2020
|
$
|
232.9
|
|
|
$
|
239.8
|
|
Credit facility, expiring 2020
|
799.9
|
|
|
471.2
|
|
||
Senior term loans due 2021
|
116.4
|
|
|
119.9
|
|
||
5
7
/
8
% Senior notes due 2021
|
115.9
|
|
|
305.3
|
|
||
Senior term loans due between 2019 and 2026
|
436.6
|
|
|
449.7
|
|
||
Other long-term debt
|
46.8
|
|
|
61.0
|
|
||
Debt issuance costs
|
(2.6
|
)
|
|
(4.0
|
)
|
||
|
1,745.9
|
|
|
1,642.9
|
|
||
Less: Current portion of other long-term debt
|
(17.9
|
)
|
|
(24.8
|
)
|
||
Total long-term debt, less current portion
|
$
|
1,728.0
|
|
|
$
|
1,618.1
|
|
Maturity Date
|
|
Floating or Fixed Interest Rate
|
|
Interest Rate
|
|
Interest Payment
|
|
Term Loan Amount
|
||
October 19, 2019
|
|
Floating
|
|
EURIBOR + 0.75%
|
|
Semi-Annually
|
|
€
|
1.0
|
|
October 19, 2019
|
|
Fixed
|
|
0.75%
|
|
Annually
|
|
55.0
|
|
|
October 19, 2021
|
|
Floating
|
|
EURIBOR + 1.00%
|
|
Semi-Annually
|
|
25.5
|
|
|
October 19, 2021
|
|
Fixed
|
|
1.00%
|
|
Annually
|
|
166.5
|
|
|
October 19, 2023
|
|
Floating
|
|
EURIBOR + 1.25%
|
|
Semi-Annually
|
|
1.0
|
|
|
October 19, 2023
|
|
Fixed
|
|
1.33%
|
|
Annually
|
|
73.5
|
|
|
October 19, 2026
|
|
Fixed
|
|
1.98%
|
|
Annually
|
|
52.5
|
|
|
|
|
|
|
|
|
|
|
€
|
375.0
|
|
Maturity Date
|
|
Floating or Fixed Interest Rate
|
|
Interest Rate
|
|
Interest Payment
|
|
Term Loan Amount
|
||
August 1, 2021
|
|
Floating
|
|
EURIBOR + 0.70%
|
|
Semi-Annually
|
|
€
|
32.0
|
|
August 1, 2021
|
|
Fixed
|
|
0.70%
|
|
Annually
|
|
40.0
|
|
|
August 1, 2023
|
|
Floating
|
|
EURIBOR + 0.90%
|
|
Semi-Annually
|
|
72.5
|
|
|
August 1, 2023
|
|
Fixed
|
|
1.20%
|
|
Annually
|
|
99.5
|
|
|
August 1, 2025
|
|
Floating
|
|
EURIBOR + 1.10%
|
|
Semi-Annually
|
|
30.5
|
|
|
August 1, 2025
|
|
Fixed
|
|
1.67%
|
|
Annually
|
|
32.5
|
|
|
August 1, 2028
|
|
Fixed
|
|
2.26%
|
|
Annually
|
|
31.0
|
|
|
|
|
|
|
|
|
|
|
€
|
338.0
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Finished goods
|
$
|
781.2
|
|
|
$
|
684.1
|
|
Repair and replacement parts
|
611.4
|
|
|
605.9
|
|
||
Work in process
|
264.1
|
|
|
178.7
|
|
||
Raw materials
|
475.2
|
|
|
404.2
|
|
||
Inventories, net
|
$
|
2,131.9
|
|
|
$
|
1,872.9
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Balance at beginning of period
|
$
|
325.8
|
|
|
$
|
270.1
|
|
|
$
|
316.0
|
|
|
$
|
255.6
|
|
Accruals for warranties issued during the period
|
50.2
|
|
|
53.4
|
|
|
108.7
|
|
|
104.9
|
|
||||
Settlements made (in cash or in kind) during the period
|
(34.1
|
)
|
|
(38.2
|
)
|
|
(90.0
|
)
|
|
(78.1
|
)
|
||||
Foreign currency translation
|
(17.1
|
)
|
|
11.6
|
|
|
(9.9
|
)
|
|
14.5
|
|
||||
Balance at June 30
|
$
|
324.8
|
|
|
$
|
296.9
|
|
|
$
|
324.8
|
|
|
$
|
296.9
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Basic net income per share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
91.4
|
|
|
$
|
91.5
|
|
|
$
|
115.7
|
|
|
$
|
81.4
|
|
Weighted average number of common shares outstanding
|
79.3
|
|
|
79.5
|
|
|
79.4
|
|
|
79.5
|
|
||||
Basic net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
1.15
|
|
|
$
|
1.15
|
|
|
$
|
1.46
|
|
|
$
|
1.02
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to AGCO Corporation and subsidiaries
|
$
|
91.4
|
|
|
$
|
91.5
|
|
|
$
|
115.7
|
|
|
$
|
81.4
|
|
Weighted average number of common shares outstanding
|
79.3
|
|
|
79.5
|
|
|
79.4
|
|
|
79.5
|
|
||||
Dilutive SSARs, performance share awards and RSUs
|
0.9
|
|
|
0.6
|
|
|
0.9
|
|
|
0.6
|
|
||||
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share
|
80.2
|
|
|
80.1
|
|
|
80.3
|
|
|
80.1
|
|
||||
Diluted net income per share attributable to AGCO Corporation and subsidiaries
|
$
|
1.14
|
|
|
$
|
1.14
|
|
|
$
|
1.44
|
|
|
$
|
1.02
|
|
|
|
|
Recognized in Net Income
|
|
|
||||||||
Three Months Ended June 30,
|
Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss |
|
Classification of Gain (Loss)
|
|
Gain (Loss) Reclassified from Accumulated
Other Comprehensive Loss into Income
|
|
Total Amount of the Line Item in the Condensed Consolidated Statements of Operations Containing Hedge Gains (Losses)
|
||||||
2018
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
0.2
|
|
|
Cost of goods sold
|
|
$
|
(0.8
|
)
|
|
$
|
1,981.3
|
|
Interest rate swap contract
|
(0.2
|
)
|
|
Interest expense, net
|
|
(0.7
|
)
|
|
21.2
|
|
|||
Total
|
$
|
—
|
|
|
|
|
$
|
(1.5
|
)
|
|
|
||
2017
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
1.8
|
|
|
Cost of goods sold
|
|
$
|
(0.7
|
)
|
|
$
|
1,689.8
|
|
Interest rate swap contract
|
(0.2
|
)
|
|
Interest expense, net
|
|
(0.5
|
)
|
|
11.3
|
|
|||
Total
|
$
|
1.6
|
|
|
|
|
$
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Recognized in Net Income
|
|
|
||||||||
Six Months Ended June 30,
|
Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss |
|
Classification
of Gain (Loss)
|
|
Gain (Loss) Reclassified from Accumulated
Other Comprehensive Loss into Income
|
|
Total Amount of the Line Item in the Condensed Consolidated Statements of Operations Containing Hedge Gains (Losses)
|
||||||
2018
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
(1)
|
$
|
(1.2
|
)
|
|
Cost of goods sold
|
|
$
|
(1.4
|
)
|
|
$
|
3,560.8
|
|
Interest rate swap contract
|
(0.9
|
)
|
|
Interest expense, net
|
|
(1.3
|
)
|
|
31.5
|
|
|||
Total
|
$
|
(2.1
|
)
|
|
|
|
$
|
(2.7
|
)
|
|
|
||
2017
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
3.2
|
|
|
Cost of goods sold
|
|
$
|
(1.4
|
)
|
|
$
|
2,987.1
|
|
Interest rate swap contract
|
0.4
|
|
|
Interest expense, net
|
|
(1.1
|
)
|
|
22.0
|
|
|||
Total
|
$
|
3.6
|
|
|
|
|
$
|
(2.5
|
)
|
|
|
|
|
Before-Tax Amount
|
|
Income Tax
|
|
After-Tax Amount
|
||||||
Accumulated derivative net losses as of December 31, 2017
|
|
$
|
(6.0
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(4.7
|
)
|
Net changes in fair value of derivatives
|
|
(2.4
|
)
|
|
(0.3
|
)
|
|
(2.1
|
)
|
|||
Net losses reclassified from accumulated other comprehensive loss into income
|
|
2.8
|
|
|
0.1
|
|
|
2.7
|
|
|||
Accumulated derivative net losses as of June 30, 2018
|
|
$
|
(5.6
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(4.1
|
)
|
|
Notional Amount as of
|
||||||
|
June 30, 2018
|
|
December 31, 2017
|
||||
Foreign currency denominated debt
|
$
|
363.3
|
|
|
$
|
374.2
|
|
Cross currency swap contract
|
300.0
|
|
|
—
|
|
|
Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss for the Three Months Ended
|
|
Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss for the Six Months Ended
|
||||||||||||
|
June 30, 2018
|
|
June 30, 2017
|
|
June 30, 2018
|
|
June 30, 2017
|
||||||||
Foreign currency denominated debt
|
$
|
21.2
|
|
|
$
|
(22.9
|
)
|
|
$
|
10.9
|
|
|
$
|
(27.1
|
)
|
Cross currency swap contract
|
16.2
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
Classification of Gain
|
|
June 30, 2018
|
|
June 30, 2017
|
|
June 30, 2018
|
|
June 30, 2017
|
||||||||
Foreign currency contracts
|
Other expense, net
|
|
$
|
(3.8
|
)
|
|
$
|
18.1
|
|
|
$
|
2.4
|
|
|
$
|
21.9
|
|
|
Asset Derivatives as of
June 30, 2018 |
|
Liability Derivatives as of
June 30, 2018 |
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivative instruments designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||
Foreign currency contracts
|
Other current assets
|
|
$
|
1.3
|
|
|
Other current liabilities
|
|
$
|
2.5
|
|
Interest rate swap contract
|
Other noncurrent assets
|
|
—
|
|
|
Other noncurrent liabilities
|
|
4.4
|
|
||
Cross currency swap contract
|
Other noncurrent assets
|
|
11.6
|
|
|
Other noncurrent liabilities
|
|
—
|
|
||
Derivative instruments not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
8.6
|
|
|
Other current liabilities
|
|
8.1
|
|
||
Total derivative instruments
|
|
|
$
|
21.5
|
|
|
|
|
$
|
15.0
|
|
|
Asset Derivatives as of
December 31, 2017
|
|
Liability Derivatives as of
December 31, 2017
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivative instruments designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||
Foreign currency contracts
|
Other current assets
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
1.2
|
|
Interest rate swap contract
|
Other noncurrent assets
|
|
—
|
|
|
Other noncurrent liabilities
|
|
4.8
|
|
||
Derivative instruments not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
7.8
|
|
|
Other current liabilities
|
|
11.0
|
|
||
Total derivative instruments
|
|
|
$
|
7.8
|
|
|
|
|
$
|
17.0
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Stockholders’
Equity
|
||||||||||||
Balance, December 31, 2017
|
$
|
0.8
|
|
|
$
|
136.6
|
|
|
$
|
4,253.8
|
|
|
$
|
(1,361.6
|
)
|
|
$
|
65.7
|
|
|
$
|
3,095.3
|
|
Stock compensation
|
—
|
|
|
22.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.5
|
|
||||||
Issuance of stock awards
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
||||||
SSARs exercised
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
115.7
|
|
|
—
|
|
|
(0.3
|
)
|
|
115.4
|
|
||||||
Other comprehensive loss, net of reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.6
|
)
|
|
(2.1
|
)
|
|
(180.7
|
)
|
||||||
Defined benefit pension plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
||||||
Unrealized loss on derivatives, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||||
Payment of dividends to stockholders
|
—
|
|
|
—
|
|
|
(23.8
|
)
|
|
—
|
|
|
—
|
|
|
(23.8
|
)
|
||||||
Purchases and retirement of common stock
|
—
|
|
|
(34.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.3
|
)
|
||||||
Adjustment related to the adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Balance, June 30, 2018
|
$
|
0.8
|
|
|
$
|
121.4
|
|
|
$
|
4,346.1
|
|
|
$
|
(1,533.5
|
)
|
|
$
|
63.3
|
|
|
$
|
2,998.1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net (loss) income
|
$
|
(1.0
|
)
|
|
$
|
0.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
2.0
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(2.2
|
)
|
|
(1.0
|
)
|
|
(2.1
|
)
|
|
0.6
|
|
||||
Total comprehensive (loss) income
|
$
|
(3.2
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
2.6
|
|
|
Defined Benefit Pension Plans
|
|
Deferred Net (Losses) Gains on Derivatives
|
|
Cumulative Translation Adjustment
|
|
Total
|
||||||||
Accumulated other comprehensive loss, December 31, 2017
|
$
|
(285.1
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(1,071.8
|
)
|
|
$
|
(1,361.6
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(2.1
|
)
|
|
(178.6
|
)
|
|
(180.7
|
)
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
6.1
|
|
|
2.7
|
|
|
—
|
|
|
8.8
|
|
||||
Other comprehensive income (loss), net of reclassification adjustments
|
6.1
|
|
|
0.6
|
|
|
(178.6
|
)
|
|
(171.9
|
)
|
||||
Accumulated other comprehensive loss, June 30, 2018
|
$
|
(279.0
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
(1,250.4
|
)
|
|
$
|
(1,533.5
|
)
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item within the Condensed Consolidated
Statements of Operations
|
||||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Three Months Ended June 30, 2018
(1)
|
|
Three Months Ended June 30, 2017
(1)
|
|||||
Derivatives:
|
|
|
|
|
|
||||
Net losses on foreign currency contracts
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
Cost of goods sold
|
Net losses on interest rate swap contract
|
|
0.7
|
|
|
0.5
|
|
Interest expense, net
|
||
Reclassification before tax
|
|
1.6
|
|
|
1.3
|
|
|
||
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
1.5
|
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
||||
Amortization of net actuarial losses
|
|
$
|
3.2
|
|
|
$
|
3.1
|
|
(2)
|
Amortization of prior service cost
|
|
0.3
|
|
|
0.3
|
|
(2)
|
||
Reclassification before tax
|
|
3.5
|
|
|
3.4
|
|
|
||
|
|
(0.5
|
)
|
|
(0.5
|
)
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
3.0
|
|
|
$
|
2.9
|
|
|
|
|
|
|
|
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
|
$
|
4.5
|
|
|
$
|
4.1
|
|
|
|
|
|
|
|
|
||||
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
Affected Line Item within the Condensed Consolidated
Statements of Operations
|
||||||
Details about Accumulated Other Comprehensive Loss Components
|
|
Six months ended June 30, 2018
(1)
|
|
Six months ended June 30, 2017
(1)
|
|||||
Derivatives:
|
|
|
|
|
|
||||
Net losses on foreign currency contracts
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
Cost of goods sold
|
Net losses on interest rate swap contract
|
|
1.3
|
|
|
1.1
|
|
Interest expense, net
|
||
Reclassification before tax
|
|
2.8
|
|
|
2.6
|
|
|
||
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
2.7
|
|
|
$
|
2.5
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
|
|
||||
Amortization of net actuarial losses
|
|
$
|
6.3
|
|
|
$
|
6.1
|
|
(2)
|
Amortization of prior service cost
|
|
0.7
|
|
|
0.7
|
|
(2)
|
||
Reclassification before tax
|
|
7.0
|
|
|
6.8
|
|
|
||
|
|
(0.9
|
)
|
|
(1.0
|
)
|
Income tax provision
|
||
Reclassification net of tax
|
|
$
|
6.1
|
|
|
$
|
5.8
|
|
|
|
|
|
|
|
|
||||
Net losses reclassified from accumulated other comprehensive loss
|
|
$
|
8.8
|
|
|
$
|
8.3
|
|
|
|
|
Three Months Ended June 30,
|
||||||
Pension benefits
|
|
2018
|
|
2017
|
||||
Service cost
|
|
$
|
4.8
|
|
|
$
|
4.4
|
|
Interest cost
|
|
5.1
|
|
|
5.2
|
|
||
Expected return on plan assets
|
|
(9.3
|
)
|
|
(9.1
|
)
|
||
Amortization of net actuarial losses
|
|
3.1
|
|
|
3.1
|
|
||
Amortization of prior service cost
|
|
0.3
|
|
|
0.3
|
|
||
Net periodic pension cost
|
|
$
|
4.0
|
|
|
$
|
3.9
|
|
|
|
Three Months Ended June 30,
|
||||||
Postretirement benefits
|
|
2018
|
|
2017
|
||||
Service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
0.3
|
|
|
0.4
|
|
||
Amortization of net actuarial losses
|
|
0.1
|
|
|
—
|
|
||
Net periodic postretirement benefit cost
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
|
Six Months Ended June 30,
|
||||||
Pension benefits
|
|
2018
|
|
2017
|
||||
Service cost
|
|
$
|
9.7
|
|
|
$
|
8.6
|
|
Interest cost
|
|
10.2
|
|
|
10.2
|
|
||
Expected return on plan assets
|
|
(18.7
|
)
|
|
(17.8
|
)
|
||
Amortization of net actuarial losses
|
|
6.2
|
|
|
6.1
|
|
||
Amortization of prior service cost
|
|
0.6
|
|
|
0.6
|
|
||
Net periodic pension cost
|
|
$
|
8.0
|
|
|
$
|
7.7
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
Postretirement benefits
|
|
2018
|
|
2017
|
||||
Service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
0.7
|
|
|
0.8
|
|
||
Amortization of net actuarial losses
|
|
0.1
|
|
|
—
|
|
||
Amortization of prior service cost
|
|
0.1
|
|
|
0.1
|
|
||
Net periodic postretirement benefit cost
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
|
|
|
|
|
|
Before-Tax Amount
|
|
Income Tax
|
|
After-Tax Amount
|
||||||
Accumulated other comprehensive loss as of December 31, 2017
|
|
$
|
(380.6
|
)
|
|
$
|
(95.5
|
)
|
|
$
|
(285.1
|
)
|
Amortization of net actuarial losses
|
|
6.3
|
|
|
0.9
|
|
|
5.4
|
|
|||
Amortization of prior service cost
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Accumulated other comprehensive loss as of June 30, 2018
|
|
$
|
(373.6
|
)
|
|
$
|
(94.6
|
)
|
|
$
|
(279.0
|
)
|
|
As of June 30, 2018
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
21.5
|
|
$
|
—
|
|
$
|
21.5
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
15.0
|
|
$
|
—
|
|
$
|
15.0
|
|
|
As of December 31, 2017
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Derivative assets
|
$
|
—
|
|
$
|
7.8
|
|
$
|
—
|
|
$
|
7.8
|
|
Derivative liabilities
|
$
|
—
|
|
$
|
17.0
|
|
$
|
—
|
|
$
|
17.0
|
|
Three Months Ended June 30,
|
|
North
America |
|
South
America |
|
Europe/
Middle East |
|
Asia/
Pacific/Africa |
|
Consolidated
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
600.5
|
|
|
$
|
219.6
|
|
|
$
|
1,545.2
|
|
|
$
|
172.3
|
|
|
$
|
2,537.6
|
|
Income (loss) from operations
|
|
37.6
|
|
|
(16.7
|
)
|
|
208.5
|
|
|
4.6
|
|
|
234.0
|
|
|||||
Depreciation
|
|
16.8
|
|
|
7.3
|
|
|
28.4
|
|
|
3.4
|
|
|
55.9
|
|
|||||
Capital expenditures
|
|
10.1
|
|
|
7.3
|
|
|
24.3
|
|
|
2.0
|
|
|
43.7
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
478.8
|
|
|
$
|
251.9
|
|
|
$
|
1,269.5
|
|
|
$
|
165.0
|
|
|
$
|
2,165.2
|
|
Income from operations
|
|
23.6
|
|
|
2.8
|
|
|
170.3
|
|
|
5.7
|
|
|
202.4
|
|
|||||
Depreciation
|
|
15.7
|
|
|
7.9
|
|
|
28.0
|
|
|
3.0
|
|
|
54.6
|
|
|||||
Capital expenditures
|
|
9.1
|
|
|
8.4
|
|
|
15.5
|
|
|
2.2
|
|
|
35.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30,
|
|
North
America
|
|
South
America
|
|
Europe/
Middle East
|
|
Asia/
Pacific/Africa
|
|
Consolidated
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,103.4
|
|
|
$
|
401.7
|
|
|
$
|
2,708.9
|
|
|
$
|
331.1
|
|
|
$
|
4,545.1
|
|
Income (loss) from operations
|
|
64.4
|
|
|
(33.3
|
)
|
|
307.5
|
|
|
9.3
|
|
|
347.9
|
|
|||||
Depreciation
|
|
34.0
|
|
|
15.3
|
|
|
58.4
|
|
|
7.4
|
|
|
115.1
|
|
|||||
Capital expenditures
|
|
22.2
|
|
|
14.2
|
|
|
49.4
|
|
|
4.0
|
|
|
89.8
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
861.4
|
|
|
$
|
474.1
|
|
|
$
|
2,162.0
|
|
|
$
|
295.3
|
|
|
$
|
3,792.8
|
|
Income from operations
|
|
26.6
|
|
|
5.2
|
|
|
233.8
|
|
|
7.8
|
|
|
273.4
|
|
|||||
Depreciation
|
|
29.9
|
|
|
14.7
|
|
|
56.7
|
|
|
7.6
|
|
|
108.9
|
|
|||||
Capital expenditures
|
|
31.1
|
|
|
20.1
|
|
|
36.5
|
|
|
4.6
|
|
|
92.3
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of June 30, 2018
|
|
$
|
1,145.2
|
|
|
$
|
706.0
|
|
|
$
|
2,218.6
|
|
|
$
|
517.7
|
|
|
$
|
4,587.5
|
|
As of December 31, 2017
|
|
$
|
1,064.1
|
|
|
$
|
752.1
|
|
|
$
|
2,074.4
|
|
|
$
|
499.4
|
|
|
$
|
4,390.0
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Segment income from operations
|
$
|
234.0
|
|
|
$
|
202.4
|
|
|
$
|
347.9
|
|
|
$
|
273.4
|
|
Corporate expenses
|
(32.5
|
)
|
|
(30.1
|
)
|
|
(65.9
|
)
|
|
(55.5
|
)
|
||||
Stock compensation expense
|
(12.5
|
)
|
|
(9.8
|
)
|
|
(20.9
|
)
|
|
(21.2
|
)
|
||||
Restructuring expenses
|
(2.7
|
)
|
|
(0.4
|
)
|
|
(8.6
|
)
|
|
(5.5
|
)
|
||||
Amortization of intangibles
|
(18.2
|
)
|
|
(13.8
|
)
|
|
(33.9
|
)
|
|
(27.2
|
)
|
||||
Consolidated income from operations
|
$
|
168.1
|
|
|
$
|
148.3
|
|
|
$
|
218.6
|
|
|
$
|
164.0
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Segment assets
|
$
|
4,587.5
|
|
|
$
|
4,390.0
|
|
Cash and cash equivalents
|
280.6
|
|
|
367.7
|
|
||
Investments in affiliates
|
411.2
|
|
|
409.0
|
|
||
Deferred tax assets, other current and noncurrent assets
|
633.0
|
|
|
614.6
|
|
||
Intangible assets, net
|
608.1
|
|
|
649.0
|
|
||
Goodwill
|
1,503.7
|
|
|
1,541.4
|
|
||
Consolidated total assets
|
$
|
8,024.1
|
|
|
$
|
7,971.7
|
|
Contract Assets
|
|
||||||
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
(1)
|
||||
Balance at beginning of period
|
$
|
10.4
|
|
|
$
|
10.1
|
|
Additions for expected returns of replacement parts sold during the period
|
5.5
|
|
|
10.4
|
|
||
Transfer of returned replacement parts to inventory
|
(4.5
|
)
|
|
(9.1
|
)
|
||
Foreign currency translation
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Balance as of June 30, 2018
|
$
|
11.3
|
|
|
$
|
11.3
|
|
|
|
|
|
||||
Contract Liabilities
|
|
||||||
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
(1)
|
||||
Balance at beginning of period
|
$
|
119.1
|
|
|
$
|
104.4
|
|
Advance consideration received
|
23.4
|
|
|
57.9
|
|
||
Accrual for expected reimbursement of replacement parts sold during the period
|
12.9
|
|
|
24.5
|
|
||
Revenue recognized during the period for extended warranty contracts
|
(6.3
|
)
|
|
(12.7
|
)
|
||
Revenue recognized during the period related to installation of grain storage and protein production systems
|
(33.1
|
)
|
|
(48.6
|
)
|
||
Replacement part settlements made during the period
|
(10.8
|
)
|
|
(22.1
|
)
|
||
Foreign currency translation
|
(3.3
|
)
|
|
(1.5
|
)
|
||
Balance as of June 30, 2018
|
$
|
101.9
|
|
|
$
|
101.9
|
|
|
|
North America
|
|
South America
|
|
Europe/Middle East
(1)
|
|
Asia/Pacific/Africa
(1)
|
|
Consolidated
|
||||||||||
Primary geographical markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
468.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
468.4
|
|
Canada
|
|
101.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101.3
|
|
|||||
South America
|
|
—
|
|
|
213.7
|
|
|
—
|
|
|
—
|
|
|
213.7
|
|
|||||
Germany
|
|
—
|
|
|
—
|
|
|
389.7
|
|
|
—
|
|
|
389.7
|
|
|||||
France
|
|
—
|
|
|
—
|
|
|
250.2
|
|
|
—
|
|
|
250.2
|
|
|||||
United Kingdom and Ireland
|
|
—
|
|
|
—
|
|
|
172.8
|
|
|
—
|
|
|
172.8
|
|
|||||
Finland and Scandinavia
|
|
—
|
|
|
—
|
|
|
231.7
|
|
|
—
|
|
|
231.7
|
|
|||||
Other Europe
|
|
—
|
|
|
—
|
|
|
495.1
|
|
|
—
|
|
|
495.1
|
|
|||||
Middle East and Algeria
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|||||
Africa
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.0
|
|
|
22.0
|
|
|||||
Asia
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87.0
|
|
|
87.0
|
|
|||||
Australia and New Zealand
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.3
|
|
|
63.3
|
|
|||||
Mexico, Central America and Caribbean
|
|
30.8
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
36.7
|
|
|||||
|
|
$
|
600.5
|
|
|
$
|
219.6
|
|
|
$
|
1,545.2
|
|
|
$
|
172.3
|
|
|
$
|
2,537.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Major products:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tractors
|
|
$
|
173.7
|
|
|
$
|
148.2
|
|
|
$
|
1,049.5
|
|
|
$
|
75.9
|
|
|
$
|
1,447.3
|
|
Replacement parts
|
|
97.7
|
|
|
21.9
|
|
|
252.7
|
|
|
15.9
|
|
|
388.2
|
|
|||||
Other machinery
|
|
79.5
|
|
|
15.6
|
|
|
138.0
|
|
|
16.5
|
|
|
249.6
|
|
|||||
Grain storage and protein production systems
|
|
171.5
|
|
|
12.2
|
|
|
58.4
|
|
|
59.9
|
|
|
302.0
|
|
|||||
Combines
|
|
24.6
|
|
|
14.4
|
|
|
39.6
|
|
|
2.2
|
|
|
80.8
|
|
|||||
Application equipment
|
|
53.5
|
|
|
7.3
|
|
|
6.9
|
|
|
2.0
|
|
|
69.7
|
|
|||||
|
|
$
|
600.5
|
|
|
$
|
219.6
|
|
|
$
|
1,545.2
|
|
|
$
|
172.3
|
|
|
$
|
2,537.6
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Rounding may impact summation of amounts.
|
|
|
North America
|
|
South America
|
|
Europe/Middle East
(1)
|
|
Asia/Pacific/Africa
(1)
|
|
Consolidated
|
||||||||||
Primary geographical markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
867.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
867.5
|
|
Canada
|
|
174.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174.9
|
|
|||||
South America
|
|
—
|
|
|
394.2
|
|
|
—
|
|
|
—
|
|
|
394.2
|
|
|||||
Germany
|
|
—
|
|
|
—
|
|
|
677.6
|
|
|
—
|
|
|
677.6
|
|
|||||
France
|
|
—
|
|
|
—
|
|
|
446.8
|
|
|
—
|
|
|
446.8
|
|
|||||
United Kingdom and Ireland
|
|
—
|
|
|
—
|
|
|
313.1
|
|
|
—
|
|
|
313.1
|
|
|||||
Finland and Scandinavia
|
|
—
|
|
|
—
|
|
|
408.8
|
|
|
—
|
|
|
408.8
|
|
|||||
Other Europe
|
|
—
|
|
|
—
|
|
|
853.2
|
|
|
—
|
|
|
853.2
|
|
|||||
Middle East and Algeria
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
|
9.4
|
|
|||||
Africa
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.2
|
|
|
44.2
|
|
|||||
Asia
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161.6
|
|
|
161.6
|
|
|||||
Australia and New Zealand
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125.3
|
|
|
125.3
|
|
|||||
Mexico, Central America and Caribbean
|
|
61.0
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
68.5
|
|
|||||
|
|
$
|
1,103.4
|
|
|
$
|
401.7
|
|
|
$
|
2,708.9
|
|
|
$
|
331.1
|
|
|
$
|
4,545.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Major products:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tractors
|
|
$
|
328.3
|
|
|
$
|
255.0
|
|
|
$
|
1,827.9
|
|
|
$
|
149.4
|
|
|
$
|
2,560.6
|
|
Replacement parts
|
|
158.5
|
|
|
43.6
|
|
|
463.2
|
|
|
35.6
|
|
|
700.9
|
|
|||||
Other machinery
|
|
198.9
|
|
|
22.6
|
|
|
242.5
|
|
|
28.5
|
|
|
492.5
|
|
|||||
Grain storage and protein production systems
|
|
281.9
|
|
|
29.4
|
|
|
92.8
|
|
|
104.1
|
|
|
508.2
|
|
|||||
Combines
|
|
27.7
|
|
|
40.1
|
|
|
73.1
|
|
|
2.6
|
|
|
143.5
|
|
|||||
Application equipment
|
|
108.1
|
|
|
11.0
|
|
|
9.3
|
|
|
11.0
|
|
|
139.4
|
|
|||||
|
|
$
|
1,103.4
|
|
|
$
|
401.7
|
|
|
$
|
2,708.9
|
|
|
$
|
331.1
|
|
|
$
|
4,545.1
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Rounding may impact summation of amounts.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended June 30,
|
|
Change
|
|
Change Due to Currency Translation
|
|
Change Due to Acquisitions
|
|||||||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
North America
|
$
|
600.5
|
|
|
$
|
478.8
|
|
|
$
|
121.7
|
|
|
25.4
|
%
|
|
$
|
3.4
|
|
|
0.7
|
%
|
|
$
|
23.8
|
|
|
5.0
|
%
|
South America
|
219.6
|
|
|
251.9
|
|
|
(32.3
|
)
|
|
(12.8
|
)%
|
|
(35.6
|
)
|
|
(14.1
|
)%
|
|
5.4
|
|
|
2.1
|
%
|
|||||
Europe/Middle East
|
1,545.2
|
|
|
1,269.5
|
|
|
275.7
|
|
|
21.7
|
%
|
|
95.1
|
|
|
7.5
|
%
|
|
46.9
|
|
|
3.7
|
%
|
|||||
Asia/Pacific/Africa
|
172.3
|
|
|
165.0
|
|
|
7.3
|
|
|
4.4
|
%
|
|
8.4
|
|
|
5.1
|
%
|
|
2.1
|
|
|
1.3
|
%
|
|||||
|
$
|
2,537.6
|
|
|
$
|
2,165.2
|
|
|
$
|
372.4
|
|
|
17.2
|
%
|
|
$
|
71.3
|
|
|
3.3
|
%
|
|
$
|
78.2
|
|
|
3.6
|
%
|
|
Six Months Ended June 30,
|
|
Change
|
|
Change Due to Currency Translation
|
|
Change Due to Acquisitions
|
|||||||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||
North America
|
$
|
1,103.4
|
|
|
$
|
861.4
|
|
|
$
|
242.0
|
|
|
28.1
|
%
|
|
$
|
10.5
|
|
|
1.2
|
%
|
|
$
|
92.3
|
|
|
10.7
|
%
|
South America
|
401.7
|
|
|
474.1
|
|
|
(72.4
|
)
|
|
(15.3
|
)%
|
|
(46.3
|
)
|
|
(9.8
|
)%
|
|
7.9
|
|
|
1.7
|
%
|
|||||
Europe/Middle East
|
2,708.9
|
|
|
2,162.0
|
|
|
546.9
|
|
|
25.3
|
%
|
|
238.7
|
|
|
11.0
|
%
|
|
80.9
|
|
|
3.7
|
%
|
|||||
Asia/Pacific/Africa
|
331.1
|
|
|
295.3
|
|
|
35.8
|
|
|
12.1
|
%
|
|
20.7
|
|
|
7.0
|
%
|
|
6.5
|
|
|
2.2
|
%
|
|||||
|
$
|
4,545.1
|
|
|
$
|
3,792.8
|
|
|
$
|
752.3
|
|
|
19.8
|
%
|
|
$
|
223.6
|
|
|
5.9
|
%
|
|
$
|
187.6
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
|
|
$
|
|
% of
Net Sales
|
|
$
|
|
% of
Net Sales
(1)
|
||||||
Gross profit
|
|
$
|
556.3
|
|
|
21.9
|
%
|
|
$
|
475.4
|
|
|
22.0
|
%
|
Selling, general and administrative expenses
|
|
271.8
|
|
|
10.7
|
%
|
|
234.6
|
|
|
10.8
|
%
|
||
Engineering expenses
|
|
93.0
|
|
|
3.7
|
%
|
|
76.8
|
|
|
3.5
|
%
|
||
Restructuring expenses
|
|
2.7
|
|
|
0.1
|
%
|
|
0.4
|
|
|
—
|
%
|
||
Amortization of intangibles
|
|
18.2
|
|
|
0.7
|
%
|
|
13.8
|
|
|
0.6
|
%
|
||
Bad debt expense
|
|
2.5
|
|
|
0.1
|
%
|
|
1.5
|
|
|
0.1
|
%
|
||
Income from operations
|
|
$
|
168.1
|
|
|
6.6
|
%
|
|
$
|
148.3
|
|
|
6.9
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
|
|
$
|
|
% of
Net Sales (1) |
|
$
|
|
% of
Net Sales
|
||||||
Gross profit
|
|
$
|
984.3
|
|
|
21.7
|
%
|
|
$
|
805.7
|
|
|
21.2
|
%
|
Selling, general and administrative expenses
|
|
536.4
|
|
|
11.8
|
%
|
|
457.3
|
|
|
12.1
|
%
|
||
Engineering expenses
|
|
183.9
|
|
|
4.0
|
%
|
|
149.9
|
|
|
4.0
|
%
|
||
Restructuring expenses
|
|
8.6
|
|
|
0.2
|
%
|
|
5.5
|
|
|
0.1
|
%
|
||
Amortization of intangibles
|
|
33.9
|
|
|
0.7
|
%
|
|
27.2
|
|
|
0.7
|
%
|
||
Bad debt expense
|
|
2.9
|
|
|
0.1
|
%
|
|
1.8
|
|
|
—
|
%
|
||
Income from operations
|
|
$
|
218.6
|
|
|
4.8
|
%
|
|
$
|
164.0
|
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|
(1)
|
Rounding may impact summation of amounts.
|
|
June 30, 2018
|
||
1.056% Senior term loan due 2020
|
$
|
232.9
|
|
Credit facility, expiring 2020
|
799.9
|
|
|
Senior term loans due 2021
|
116.4
|
|
|
5
7
/
8
% Senior notes due 2021
|
115.9
|
|
|
Senior term loans due between 2019 and 2026
|
436.6
|
|
|
Other long-term debt
|
46.8
|
|
|
Debt issuance costs
|
(2.6
|
)
|
|
|
$
|
1,745.9
|
|
•
|
general economic and capital market conditions;
|
•
|
availability of credit to our retail customers;
|
•
|
the worldwide demand for agricultural products;
|
•
|
grain stock levels and the levels of new and used field inventories;
|
•
|
government policies and subsidies;
|
•
|
uncertainty regarding changes in the international tariff regimes and their impact on the cost of the products that we sell;
|
•
|
weather conditions;
|
•
|
interest and foreign currency exchange rates;
|
•
|
pricing and product actions taken by competitors;
|
•
|
commodity prices, acreage planted and crop yields;
|
•
|
farm income, land values, debt levels and access to credit;
|
•
|
pervasive livestock diseases;
|
•
|
production disruptions;
|
•
|
production levels and capacity constraints at our facilities, including those resulting from plant expansions and systems upgrades;
|
•
|
integration of recent and future acquisitions;
|
•
|
our expansion plans in emerging markets;
|
•
|
supply constraints;
|
•
|
our cost reduction and control initiatives;
|
•
|
our research and development efforts;
|
•
|
dealer and distributor actions;
|
•
|
regulations affecting privacy and data protection;
|
•
|
technological difficulties; and
|
•
|
political and economic uncertainty in various areas of the world.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
(1)
|
||||||
April 1, 2018 through
April 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
324.3
|
|
May 1, 2018 through
May 31, 2018
|
|
424,271
|
|
|
$
|
64.08
|
|
|
424,271
|
|
|
$
|
297.1
|
|
June 1, 2018 through
June 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
297.1
|
|
Total
|
|
424,271
|
|
|
$
|
64.08
|
|
|
424,271
|
|
|
$
|
297.1
|
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description of Exhibit
|
|
The filings referenced for
incorporation by reference are
AGCO Corporation
|
|
|
|
|
|
|
|
Filed herewith
|
||
|
|
|
|
|
|
|
Filed herewith
|
||
|
|
|
||
|
|
Filed herewith
|
||
|
|
|
||
|
|
Furnished herewith
|
||
|
|
|
||
|
|
Filed herewith
|
||
|
|
|
||
|
|
Filed herewith
|
||
|
|
|
||
|
|
Filed herewith
|
||
|
|
|
||
|
|
Filed herewith
|
||
|
|
|
|
|
|
|
Filed herewith
|
||
|
|
|
||
|
|
Filed herewith
|
|
|
|
|
Date:
|
August 8, 2018
|
|
AGCO CORPORATION
Registrant
/s/ Andrew H. Beck
|
|
|
|
Andrew H. Beck
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Lara T. Long
|
|
|
|
Lara T. Long
Vice President, Chief Accounting Officer
(Principal Accounting Officer)
|
INSTALLMENT
|
VESTING DATE APPLICABLE TO
INSTALLMENT
|
[____]%
|
[INSERT DATE]
|
[____]%
|
[INSERT DATE]
|
[____]%
|
[INSERT DATE]
|
|
|
|
|
|
|
|
|
|
AGCO Corporation
|
|
|
|
|
|
|
|
|
By:
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
|
To:
|
|
|
|
|
|
|
|
|
|
From:
|
|
|
|
|
|
|
|
|
|
Re:
|
|
Withholding Election
|
|
|
(1)
|
My correct name and social security number and my current address are set forth at the end of this document.
|
[ ]
|
the original recipient of the RSU.
|
[ ]
|
the legal representative of the estate of the original recipient of the RSU.
|
[ ]
|
the legal guardian of the original recipient of the RSU.
|
[ ]
|
an Immediate Family Member other than the original recipient of the RSU.
|
(3)
|
The RSUs to which this election relates were issued under the AGCO Corporation 2006 Long-Term Incentive Plan (the “Plan”) in the name of _________________________ for a total of _________ RSUs. This election relates to _______________ shares of Stock, which are payable upon the vesting of the RSUs, provided that the numbers set forth above shall be deemed changed as appropriate to reflect the applicable Plan provisions.
|
(4)
|
I hereby elect one or more of the following:
|
[ ]
|
to pay cash or certified check in the amount of $_______ to be applied to pay federal, state, and local, if any, taxes arising from settlement of such RSUs.
|
[ ]
|
to pay the full federal, state, and local, if any, taxes arising from settlement of such RSUs in cash or certified check.
|
[ ]
|
to have the shares of Stock issuable pursuant to settlement of such RSUs withheld by the Company for the purpose of having the value of the shares applied to pay federal, state, and local, if any, taxes arising from settlement of such RSUs.
|
[ ]
|
to tender shares held by me prior to settlement of the RSUs for the purpose of having the value of the shares applied to pay such taxes.
|
(5)
|
This Withholding Election is made no later than the Tax Date and is otherwise timely made pursuant to the Plan.
|
(6)
|
I understand that this Withholding Election may not be revised, amended or revoked by me.
|
(7)
|
The Plan has been made available to me by the Company. I have read and understand the Plan and I have no reason to believe that any of the conditions to the making of this Withholding Election have not been met.
|
(8)
|
Capitalized terms used in this Notice of Withholding Election without definition shall have the meanings given to them in the Plan.
|
Dated:
|
|
|
|
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Social Security Number
|
|
Name (Printed)
|
|
|
|
|
|
|
|
|
|
Street Address
|
|
|
|
|
|
|
|
|
|
City, State, Zip Code
|
|
|
|
|
|
|
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:
|
August 8, 2018
|
|
|
|
|
|
|
/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:
|
August 8, 2018
|
|
|
|
|
|
|
/s/ Andrew H. Beck
|
|
|
Andrew H. Beck
|
|
|
Senior Vice President and Chief Financial Officer
|
|
/s/ Martin Richenhagen
|
|
|
Martin Richenhagen
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
August 8, 2018
|
|
|
|
|
|
/s/Andrew H. Beck
|
|
|
Andrew H. Beck
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
August 8, 2018
|
|