AGCO CORP /DE - Quarter Report: 2024 September (Form 10-Q)

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Derivative Transactions Not Designated as Hedging Instruments

The Company enters into foreign currency contracts to economically hedge a portion of its receivables and payables on the Company and its subsidiaries’ balance sheets that are denominated in foreign currencies other than the functional currency. These contracts are classified as non-designated derivative instruments. Gains and losses on such contracts are substantially offset by losses and gains on the remeasurement of the underlying asset or liability being hedged and are immediately recognized into earnings. As of September 30, 2024 and December 31, 2023, the Company had outstanding foreign currency contracts with a notional amount of approximately $ million and $ million, respectively.

$()$()$

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Other current liabilities$ Cross currency swap contractOther noncurrent assets Other noncurrent liabilities Derivative instruments not designated as hedging instruments:

Foreign currency contracts(1)

Other current assets Other current liabilities Total derivative instruments$ $ __________________________________

(1) The outstanding contracts as of September 30, 2024 range in maturity through November 2024.

The table below sets forth the fair value of derivative instruments as of December 31, 2023 (in millions):

Asset Derivatives as of
December 31, 2023

Liability Derivatives as of
December 31, 2023

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

Cross currency swap contract

Other noncurrent assets

Other noncurrent liabilities

Derivative instruments not designated as hedging instruments:

Foreign currency contracts(1)

Other current assets

Other current liabilities

Total derivative instruments

___________________________________

(1) The outstanding contracts as of December 31, 2023 range in maturity through February 2024.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

12.

$ $ $ $()$ $ Stock compensation— — — — —

Issuance of stock awards

— — ()()— — ()

Sale of minority interest

— — — — — ()()Comprehensive income:Net income (loss)()— — — —

Other comprehensive income:

Foreign currency translation adjustments

— — — —

Defined pension and postretirement benefit plans, net of tax

— — — — —

Deferred gains and losses on derivatives, net of tax

— — — — — Payment of dividends to stockholders— — — ()— — ()

Redeemable noncontrolling interests measurement period adjustment (Note 2)

()— — — — — — Balance, September 30, 2024$ $ $ $ $()$ $

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

$ $ $ $()$ $ Stock compensation— — — — — Issuance of stock awards— — ()()— — ()SSARs exercised— — ()— — — ()

Sale of minority interest

— — — — — ()()Comprehensive income:

Net loss

()— — ()— — ()

Other comprehensive income (loss):

Foreign currency translation adjustments — — — ()— ()

Defined pension and postretirement benefit plans, net of tax

— — — — — Deferred gains and losses on derivatives, net of tax— — — — — Payment of dividends to stockholders— — — ()— — ()

Equity transaction associated with JCA noncontrolling interest (Note 2)

— — — — —

Initial fair value of redeemable noncontrolling interests (Note 2)

— — — — — —

Investment by redeemable noncontrolling interest (Note 2)

— — — — — — Balance, September 30, 2024$ $ $ $ $()$ $

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

$ $ $()$ $ Stock compensation— — — —

Issuance of stock awards

— ()— — — ()SSARs exercised— — — — — — Comprehensive income:

Net income

— — — ()

Other comprehensive income (loss):

Foreign currency translation adjustments

— — — ()— ()

Defined pension and postretirement benefit plans, net of tax

— — — —

Deferred gains and losses on derivatives, net of tax

— — — —

Payment of dividends to stockholders

— — ()— — ()Balance, September 30, 2023$ $ $ $()$ $

Common
Stock

Additional
Paid-in Capital

Retained
Earnings

Accumulated Other
Comprehensive Loss

Noncontrolling
Interests

Total Stockholders’
Equity

Balance, December 31, 2022

()

Stock compensation

—

Issuance of stock awards

—

()

—

()

SSARs exercised

—

()

—

()

Comprehensive income:

Net income

—

()

Other comprehensive income (loss):

Foreign currency translation adjustments

—

Defined pension and postretirement benefit plans, net of tax

—

Deferred gains and losses on derivatives, net of tax

—

()

—

()

Payment of dividends to stockholders

—

()

—

()

Adoption of ASU 2016-13 by finance joint ventures

—

()

—

()

Balance, September 30, 2023

()

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

)$()$()$()

Other comprehensive income (loss) before reclassifications

()()Net losses reclassified from accumulated other comprehensive loss

Other comprehensive income (loss)

()()

Accumulated other comprehensive income (loss),

September 30, 2024

$()$ $()$()

$ Cost of goods sold

Net losses (gains) on commodity contracts

()Cost of goods sold

Net gains on treasury rate locks

()

Interest expense, net

Reclassification before tax

Income tax benefit

()()Income tax provisionReclassification net of tax$ $

Defined pension and postretirement benefit plans:

Amortization of net actuarial losses$ $

Other expense, net(2)

Amortization of prior service cost

Other expense, net(2)

Reclassification before tax

Income tax benefit

()()Income tax provision Reclassification net of tax$ $ Net losses reclassified from accumulated other comprehensive loss$ $ __________________________________

(1) Losses (Gains) included within the Condensed Consolidated Statements of Operations for the three months ended September 30, 2024 and 2023, respectively.

(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. See Note 15 for additional information.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

$ Cost of goods sold

Net losses (gains) on commodity contracts

()Cost of goods sold

Net gains on treasury rate locks

()

Interest expense, net

Reclassification before tax

Income tax benefit

()()Income tax provisionReclassification net of tax$ $

Defined pension and postretirement benefit plans:

Amortization of net actuarial losses$ $

Other expense, net(2)

Amortization of prior service cost

Other expense, net(2)

Reclassification before tax

Income tax benefit

()()Income tax provisionReclassification net of tax$ $ Net losses reclassified from accumulated other comprehensive loss$ $ __________________________________

(1) Losses (Gains) included within the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024 and 2023, respectively.

(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. See Note 15 for additional information.

Share Repurchase Program

In November 2023, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase $ million of shares of its common stock. The Company received approximately shares associated with this transaction as of December 31, 2023. In January 2024, the Company received an additional shares upon final settlement of its November 2023 ASR agreement. All shares received under the ASR agreement were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2024, the Company did t purchase any shares directly or enter into any accelerated share repurchase agreements.

As of September 30, 2024, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $ million, which has no expiration date.

Dividends

On April 25, 2024, the Company's Board of Directors declared a special variable dividend of $ per common share that was paid during the second quarter of 2024. During the three months ended September 30, 2024 and September 30, 2023, the Company declared and paid cash dividends of $ and $ per common share, respectively. During the nine months ended September 30, 2024 and September 30, 2023, the Company declared and paid cash dividends of $ and $ per common share, respectively. On October 24, 2024, the Company's Board of Directors declared a regular quarterly dividend of $ per common share to be paid on December 16, 2024, to all stockholders of record as of the close of business on November 15, 2024.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

13.

$ $()$ Weighted average number of common shares outstanding

Basic net income (loss) per share attributable to AGCO Corporation and subsidiaries

$ $ $()$

Diluted net income (loss) per share:

Net income (loss) attributable to AGCO Corporation and subsidiaries

$ $ $()$ Weighted average number of common shares outstanding

Dilutive SSARs and RSUs

Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share

Diluted net income (loss) per share attributable to AGCO Corporation and subsidiaries

$ $ $()$

14.

million and $ million, respectively, of gross unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. Gross unrecognized income tax benefits as of September 30, 2024 and December 31, 2023 exclude certain indirect favorable effects that relate to other tax jurisdictions of approximately $ million and $ million, respectively. In addition, the gross unrecognized income tax benefits as of September 30, 2024 and December 31, 2023 exclude certain deposits made in a foreign jurisdiction of approximately $ million, net of $ million refunds received, and $ million, net of $ million refunds received, respectively, associated with an ongoing audit.

At September 30, 2024 and December 31, 2023, the Company had approximately $ million and $ million, respectively, of accrued or deferred taxes related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions that it expects to settle or pay in the next 12 months, reflected in “Other current liabilities” in the Company’s Condensed Consolidated Balance Sheets. At September 30, 2024 and December 31, 2023, the Company had approximately $ million and $ million, respectively, of accrued taxes reflected in “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. At September 30, 2024 and December 31, 2023, the Company had accrued interest and penalties related to unrecognized tax benefits of approximately $ million and $ million, respectively. Generally, tax years 2019 through 2023 remain open to examination by taxing authorities in the United States and certain other foreign tax jurisdictions. The Company and its subsidiaries are routinely examined by tax authorities in the United States and in various state, local and foreign jurisdictions. As of September 30, 2024, a number of income tax examinations in foreign jurisdictions are ongoing.

The Company maintains a valuation allowance to reserve against its net deferred tax assets in certain foreign jurisdictions. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

million reduction in the provision for income taxes during the nine months ended September 30, 2024.

In 2008 and 2012, as part of routine audits, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of the Company’s Brazilian operations and the related transfer of certain assets to the Company’s Brazilian subsidiaries. The amount of the tax disallowance through December 31, 2023 would have been approximately million Brazilian reais (or approximately $ million) and subject to significant interest and penalties. In the first quarter of 2023, the Brazilian government issued a “Litigation Zero” tax amnesty program, whereby cases being disputed at the administrative court level of review for a period of more than ten years could be considered for amnesty. Enrollment in the amnesty program was not considered an admission of guilt and allowed for outstanding contested cases to be settled at a significant monetary discount. The Company contested the disallowance and had been historically advised by its legal and tax advisors that its position was allowable under the tax laws of Brazil. After weighing various impacts involved with enrollment, including the avoidance of potential interest, penalties and legal costs, the Company enrolled in the program in the quarter ended March 31, 2023. The Company recorded approximately million Brazilian reais (or approximately $ million) within “Income tax provision” net of associated U.S. income tax credits of approximately $ million and completed its installment payments related to its enrollment in the program during the year ended December 31, 2023.

15.

$ $ $ Interest cost Expected return on plan assets()()()()Amortization of net actuarial losses Amortization of prior service cost Net periodic pension cost$ $ $ $


	Three Months Ended September 30,		Nine Months Ended September 30,
Postretirement benefits	2024	2023	2024	2023
Service cost	$	$	$	$
Interest cost

Amortization of prior service cost
Net periodic postretirement benefit cost	$	$	$	$

The components of net periodic pension and postretirement benefits cost, other than the service cost component, are included in “Other expense, net” in the Company’s Condensed Consolidated Statements of Operations.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

million of contributions to its defined pension benefit plans. The Company currently estimates its minimum contributions for 2024 to its defined pension benefit plans will aggregate to approximately $ million.

During the nine months ended September 30, 2024, the Company made approximately $ million of contributions to its postretirement health care and life insurance benefit plans. The Company currently estimates that it will make approximately $ million of contributions to its postretirement health care and life insurance benefit plans during 2024.

16.

$ $ $ Derivative liabilities

As of December 31, 2023

Level 1

Level 2

Level 3

Total

Derivative assets

Derivative liabilities

The carrying amounts of long-term debt under the Company’s % EIB senior term loan due 2025, EIB senior term loans due 2029 and 2030 and senior term loans due between 2025 and 2028 approximate fair value based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. At September 30, 2024, the estimated fair value of the Company's % senior notes due 2028, based on listed market values, was approximately € million (or approximately $ million), compared to the carrying value of € million (or approximately $ million). At September 30, 2024, the estimated fair value of the Company's % senior notes due 2027, based on listed market values, was approximately $ million, compared to the carrying value of $ million. At September 30, 2024, the estimated fair value of the Company's % senior notes due 2034, based on listed market values, was approximately $ million, compared to the carrying value of $ million. See Note 9 for additional information on the Company’s long-term debt.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

17.

$ $ $ 2025 2026 2027 2028 Thereafter Total lease payments

Less: imputed interest(2)

()()()()Advance consideration received Revenue recognized during the period for extended warranty contracts, maintenance services and technology services()()Revenue recognized during the period related to grain storage and protein production systems()()

Reclassified to held for sale(1)

() Foreign currency translation ()Balance at September 30$ $



	Nine Months Ended September 30,
	2024	2023
Balance at beginning of period	$	$
Acquisitions
Advance consideration received
Revenue recognized during the period for extended warranty contracts, maintenance services and technology services	()	()
Revenue recognized during the period related to grain storage and protein production systems	()	()
Reclassified to held for sale(1)	()
Foreign currency translation		()
Balance at September 30	$	$

____________________________________

(1) Reclassification resulting from the Company's classification of the G&P business as held for sale. Refer to Note 3 for additional information.

The contract liabilities are classified as either “Accrued expenses” or “Other current liabilities” and “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2024, the Company recognized approximately $ million and $ million of revenue that was recorded as a contract liability at the beginning of 2024. During the three and nine months ended September 30, 2023, the Company recognized approximately $ million and $ million of revenue that was recorded as a contract liability at the beginning of 2023.

Remaining Performance Obligations

The estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2024 are $ million for the remainder of 2024, $ million in 2025, $ million in 2026, $ million in 2027 and $ million thereafter, and relate primarily to extended warranty contracts. The Company applied the practical expedient in ASU 2014-09 and has not disclosed information about remaining performance obligations that have original expected durations of 12 months or less.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

$ $ $ $ Canada Brazil Other South America Germany France United Kingdom and Ireland Finland and Scandinavia Italy Other Europe Middle East and Algeria Africa Asia Australia and New Zealand Mexico, Central America and Caribbean $ $ $ $ $ Major products:Tractors$ $ $ $ $ Replacement parts Grain storage and protein production systems Combines, application equipment and other machinery $ $ $ $ $ ____________________________________

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

19.

operating segments that are also its reportable segments, which consist of the North America, South America, Europe/Middle East and Asia/Pacific/Africa regions. The Company’s reportable segments are geography based and distribute a full range of agricultural machinery and precision agriculture technology. The Company evaluates segment performance primarily based on income from operations. Sales for each segment are based on the location of the third-party customer. The Company’s selling, general and administrative expenses and engineering expenses are generally charged to each segment based on the region and division where the expenses are incurred. As a result, the components of income from operations for one segment may not be comparable to another segment.

$ $ $ $ Income from operations Depreciation Capital expenditures 2023Net sales$ $ $ $ $ Income from operations Depreciation Capital expenditures



Nine Months Ended September 30,	North America	South America	Europe/Middle East	Asia/Pacific/Africa	Total Segments
2024
Net sales	$	$	$	$	$
Income from operations
Depreciation
Capital expenditures
2023
Net sales	$	$	$	$	$
Income from operations
Depreciation
Capital expenditures
Assets
As of September 30, 2024	$	$	$	$	$
As of December 31, 2023

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

$ $ $ Impairment charges() ()

Loss on business held for sale

() () Corporate expenses()()()()Amortization of intangibles()()()()Stock compensation expense()()()()

Restructuring and business optimization expenses

()()()()

Consolidated income from operations

$ $ $ $

Cash and cash equivalents

Investments in affiliates Deferred tax assets, other current and noncurrent assets

Assets held for sale(1)

Intangible assets, net Goodwill Consolidated total assets$ $

____________________________________

(1) Represents non-segment assets related to the Company's G&P business, which the Company has classified as held for sale since June 30, 2024. Segment assets include the G&P assets held for sale. Refer to Note 3 for additional information.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Our operations are subject to the cyclical and seasonal nature of the agricultural industry. Sales of our equipment are affected by, among other things, changes in farm income, farm land values and debt levels, financing costs, acreage planted, crop yields, weather conditions, the demand for agricultural commodities, commodity and protein prices, agricultural product demand and general economic conditions and government policies and subsidies. We sell our equipment, precision agriculture technology and replacement parts to our independent dealers, distributors and other customers. A large majority of our sales are to independent dealers and distributors that sell our products to end users. To the extent practicable, we attempt to sell products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal demands on our manufacturing operations and to minimize our investment in inventories. However, retail sales by dealers to farmers are highly seasonal and are a function of the timing of the planting and harvesting seasons. In certain markets, particularly in North America, there is often a time lag, which varies based on the timing and level of retail demand, between our sale of the equipment to the dealer and the dealer’s sale to a retail customer.

On April 1, 2024, pursuant to the terms of an Amended and Restated Sale and Contribution Agreement among AGCO, Trimble and PTx Trimble (the “Joint Venture”), AGCO and Trimble completed (i) the contribution by Trimble to the Joint Venture of Trimble’s OneAg business, which is Trimble’s agricultural business, excluding certain Global Navigation Satellite System and guidance technologies, and $8.1 million of cash, (ii) the contribution by AGCO to the Joint Venture of its interest in JCA Industries, LLC d/b/a JCA Technologies and $46.0 million of cash, and (iii) the purchase by AGCO from Trimble of membership interests in the Joint Venture in exchange for the payment by AGCO to Trimble of $1.954 billion in cash, subject to customary working capital and other adjustments. Immediately following the closing and as a result of the transaction, AGCO directly and indirectly owns an 85% interest in the Joint Venture and Trimble owns a 15% interest in the Joint Venture. AGCO began consolidating PTx Trimble within its consolidated financial statements on April 1, 2024. We believe PTx Trimble creates a global-leading mixed-fleet precision agriculture platform. We are the exclusive provider of Trimble’s comprehensive technology offering, supporting the future development and distribution of next-generation agriculture technologies, allowing us to offer a wide variety of user-friendly technologies compatible across brands, equipment models and farm types. The acquired hardware, software and cloud-based applications span all aspects of the crop cycle, from land preparation to planting and seeding to harvest. Refer to Note 2 of our Condensed Consolidated Financial Statements for further information.

On July 25, 2024, the Company entered into a Stock and Asset Purchase Agreement to sell the majority of its Grain & Protein (“G&P”) business, which includes the GSI®, Automated Production® (AP), Cumberland®, Cimbria® and Tecno® brands for a purchase price of $700.0 million, subject to customary working capital and other adjustments. The divestiture of the G&P business aligns with AGCO's strategic transformation and allows for AGCO to better streamline and focus on its portfolio of agricultural machinery and precision ag technology products. As of June 30, 2024, the business met the criteria to be classified as held for sale. The Company recognizes assets and liabilities held for sale at the lower of carrying value or fair market value less costs to sell. The fair market value less costs to sell of the disposal group is evaluated at each reporting period to determine if it has changed, and any subsequent changes are recognized as a gain or loss with a corresponding adjustment to the carrying amount of the disposal group. The loss on business held for sale will be finalized in the fourth quarter upon the closing of the transaction based on the carrying value of the disposal group at the date of sale. The Company determined the intended sale of the G&P business does not represent a strategic shift that will have a major effect on the consolidated results of operations, and therefore results of this business were not classified as discontinued operations. On November 1, 2024, the Company completed the previously announced sale of the Company’s G&P business to A-AG Holdco Limited, an affiliate of American Industrial Partners. Refer to Note 3 of our Condensed Consolidated Financial Statements for further information.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(continued)

RESULTS OF OPERATIONS

Financial Highlights

The following tables sets forth the percentage relationship to net sales of certain items included in our Condensed Consolidated Statements of Operations:


	Three Months Ended September 30,
	2024				2023
	$		% of Net Sales(1)		$		% of Net Sales(1)
Net sales	$	2,599.3	100.0	%	$	3,455.5	100.0	%
Cost of goods sold	1,996.2		76.8		2,521.5		73.0
Gross profit	603.1		23.2		934.0		27.0
Selling, general and administrative expenses	344.3		13.2		355.6		10.3
Engineering expenses	121.3		4.7		139.6		4.0
Amortization of intangibles	8.8		0.3		14.4		0.4
Impairment charges	0.2		—		—		—
Restructuring and business optimization expenses	10.5		0.4		0.8		—
Loss on business held for sale	3.2		0.1		—		—
Income from operations	114.8		4.4		423.6		12.3
Interest expense, net	33.9		1.3		5.5		0.2
Other expense, net	52.3		2.0		84.2		2.4
Income before income taxes and equity in net earnings of affiliates	28.6		1.1		333.9		9.7
Income tax provision	11.9		0.5		75.3		2.2
Income before equity in net earnings of affiliates	16.7		0.6		258.6		7.5
Equity in net earnings of affiliates	12.2		0.5		21.9		0.6
Net income	28.9		1.1		280.5		8.1
Net loss attributable to noncontrolling interests	1.1		—		0.1		—
Net income attributable to AGCO Corporation and subsidiaries	$	30.0	1.2	%	$	280.6	8.1	%

___________________________________

(1) Rounding may impact summation of amounts.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(continued)


	Nine Months Ended September 30,
	2024				2023
	$		% of Net Sales(1)		$		% of Net Sales(1)
Net sales	$	8,774.6	100.0	%	$	10,611.7	100.0	%
Cost of goods sold	6,564.2		74.8		7,817.1		73.7
Gross profit	2,210.4		25.2		2,794.6		26.3
Selling, general and administrative expenses	1,074.5		12.2		1,037.7		9.8
Engineering expenses	390.0		4.4		398.0		3.8
Amortization of intangibles	54.4		0.6		43.3		0.4
Impairment charges	5.3		0.1		—		—
Restructuring and business optimization expenses	41.7		0.5		8.3		0.1
Loss on business held for sale	497.8		5.7		—		—
Income from operations	146.7		1.7		1,307.3		12.3
Interest expense, net	65.7		0.7		11.8		0.1
Other expense, net	168.4		1.9		212.6		2.0
Income (loss) before income taxes and equity in net earnings of affiliates	(87.4)		(1.0)		1,082.9		10.2
Income tax provision	122.6		1.4		306.5		2.9
Income (loss) before equity in net earnings of affiliates	(210.0)		(2.4)		776.4		7.3
Equity in net earnings of affiliates	38.0		0.4		55.9		0.5
Net income (loss)	(172.0)		(2.0)		832.3		7.8
Net loss attributable to noncontrolling interests	2.9		—		0.1		—
Net income (loss) attributable to AGCO Corporation and subsidiaries	$	(169.1)	(1.9)	%	$	832.4	7.8	%

Senior term loans due between 2025 and 2028163.7 Other long-term debt1.1

____________________________________

(1) The amounts above are gross of debt issuance costs of an aggregate amount of approximately $12.8 million.

The Company has a credit facility providing for a $1.25 billion multi-currency unsecured revolving credit facility (“Credit Facility”) that matures on December 19, 2027. As of September 30, 2024, the Company had $790.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $459.9 million. Subsequent to the end of the quarter, on November 1, 2024, the Company repaid $150.0 million outstanding under the Credit Facility utilizing proceeds from the sale of the Company’s G&P business discussed further below.

In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €100.0 million (or approximately $111.7 million as of September 30, 2024). The credit facility expires on December 31, 2026. As of September 30, 2024, the Company had no outstanding borrowings under the revolving credit facility.

On September 29, 2023, the Company entered into a multi-currency Finance Contract with the EIB permitting the Company to borrow up to €250.0 million, to fund up to 50% of certain investments in research, development and innovation primarily in Germany, France and Finland during the period from 2023 through 2026. On October 26, 2023, the Company borrowed €250.0 million under the arrangement. The loan matures on October 26, 2029. As of September 30, 2024, there was €250.0 million (approximately $279.3 million) outstanding under the EIB Senior Term Loan due 2029.

On January 25, 2024, the Company entered into an additional multi-currency Finance Contract with the EIB permitting the Company to borrow up to €170.0 million, for which the proceeds will be used in a similar manner as described for the EIB Senior Term Loan due 2029 above. On February 15, 2024, the Company borrowed €170.0 million under the arrangement. The loan matures on February 15, 2030. As of September 30, 2024, there was €170.0 million (approximately $189.9 million) outstanding under the EIB Senior Term Loan due 2030.

On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of the 2027 Notes and (ii) $700.0 million aggregate principal amount of the 2034 Notes. The Notes are unsecured and unsubordinated indebtedness of the Company and are guaranteed on a senior unsecured basis, jointly and severally, by certain direct and indirect subsidiaries of the

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(continued)

Company. As of September 30, 2024, the Company had $400.0 million and $700.0 million outstanding under the 2027 Notes and 2034 Notes, respectively.

In December 2023 and March 2024, the Company amended the Credit Facility to allow for incremental borrowings in the form of the Term Loan Facility in an aggregate principal amount of $500.0 million. The Company drew down the Term Loan Facility on March 28, 2024. Borrowings under the Term Loan Facility bear interest at the same rate and margin as the Credit Facility. The Term Loan Facility matures on December 19, 2027. As of September 30, 2024, the Company had $500.0 million outstanding under the Term Loan Facility. Subsequent to the end of the quarter, on November 1, 2024, the Company repaid the $500.0 million outstanding under the Term Loan Facility utilizing proceeds from the sale of the Company’s G&P business discussed further below.

On September 28, 2023, the Company entered into a bridge facility commitment letter with Morgan Stanley pursuant to which Morgan Stanley committed to provide, subject to the terms and conditions set forth therein, a $2.0 billion senior unsecured 364-day bridge facility. The amount available under the Bridge Facility was reduced to zero by certain permanent financing transactions including the net proceeds from the issuance of the Notes, the Company's entry into the Term Loan Facility and by amounts based on the Company's cash flow. The Company terminated the Bridge Facility on March 25, 2024.

The PTx Trimble joint venture transaction closed on April 1, 2024. The Company financed the joint venture transaction through a combination of the Senior Notes due 2027 and 2034, the Term Loan Facility and the remainder through other borrowings and cash on hand. The Company had redeemable noncontrolling interests of $337.5 million as of September 30, 2024 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain instances, beginning in 2027. Refer to Note 2 of our Condensed Consolidated Financial Statements for further information.

On November 1, 2024, the Company completed the previously announced sale of the Company’s G&P business to A-AG Holdco Limited, an affiliate of American Industrial Partners. The Company received proceeds of approximately $700.0 million from the sale, subject to customary working capital and other adjustments. The Company repaid the $500.0 million outstanding under the Term Loan Facility and $150.0 million outstanding under the Credit Facility utilizing proceeds from the sale.

The Company is in compliance with the financial covenants contained in these facilities and expects to continue to maintain such compliance. Should we ever encounter difficulties, our historical relationship with our lenders has been strong, and we anticipate their continued long-term support of our business. Refer to Note 9 to the Condensed Consolidated Financial Statements for additional information regarding our current facilities, including the financial covenants contained in each debt instrument.

Our debt to capitalization ratio, which is total indebtedness divided by the sum of total indebtedness, excluding short-term borrowings due within one year, and stockholders’ equity, was 48.8% and 23.0% at September 30, 2024 and December 31, 2023, respectively. The increase largely reflects the indebtedness incurred to pay the purchase price attendant to the PTx Trimble joint venture transaction.

Supplemental Guarantor Financial Information

The 2027 Notes and the 2034 Notes are unsecured and unsubordinated indebtedness of the Company and are guaranteed on a senior unsecured basis, jointly and severally, by AGCO International Holdings B.V., AGCO International GmbH, Massey Ferguson Corp. and The GSI Group, LLC, direct and indirect subsidiaries of the Company (collectively, the “Guarantors”). Refer to Note 9 of our Condensed Consolidated Financial Statements for further discussion of these debt obligations.

The following tables present summarized financial information of AGCO Corporation, as the issuer of the 2027 Notes and the 2034 Notes, and the Guarantors on a combined basis after elimination of intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary. As used herein, “obligor group” means AGCO Corporation, as the issuer of the debt securities, and the Guarantors on a combined basis. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the obligor group and is not intended to present the financial position or results of operations of the obligor group in accordance with generally accepted accounting principles as such principles are in effect in the United States.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(continued)

Balance Sheet Information


(in millions)	As of September 30, 2024		As of December 31, 2023
Current assets(a)	$	4,830.5	$	5,710.3
Noncurrent assets(b)	2,569.5		2,036.4
Current liabilities(c)	3,921.4		5,597.4
Noncurrent liabilities(d)	5,763.2		2,824.2

____________________________________

(a) Includes amounts due from non-guarantor subsidiaries of $2,309.9 million and $3,391.1 million as of September 30, 2024 and December 31, 2023, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $819.5 million and $404.1 million as of September 30, 2024 and December 31, 2023, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,836.7 million and $3,813.4 million as of September 30, 2024 and December 31, 2023, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,871.3 million and $1,193.3 million as of September 30, 2024 and December 31, 2023, respectively.

Statement of Operations Information


(in millions)	Nine Months Ended September 30,
Revenues(a)	$	6,694.6
Income from Operations	490.1
Net income	(44.6)
Net income attributable to obligor group	(44.6)

____________________________________

(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $4,190.7 million.

The following tables present summarized financial information of AGCO International GmbH, after elimination of intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary.

Balance Sheet Information


(in millions)	As of September 30, 2024		As of December 31, 2023
Current assets(a)	$	3,438.7	$	4,108.0
Noncurrent assets(b)	1,078.4		648.3
Current liabilities(c)	2,641.8		4,422.5
Noncurrent liabilities(d)	1,950.0		1,376.5

____________________________________

(a) Includes amounts due from non-guarantor subsidiaries of $2,013.1 million and $2,760.2 million as of September 30, 2024 and December 31, 2023, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $784.7 million and $379.0 million as of September 30, 2024 and December 31, 2023, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,769.8 million and $3,540.1 million as of September 30, 2024 and December 31, 2023, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,834.2 million and $1,193.3 million as of September 30, 2024 and December 31, 2023, respectively.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(continued)

Statement of Operations Information


(in millions)	Nine Months Ended September 30, 2024
Revenues(a)	$	4,721.6
Income from Operations	616.0
Net income	158.0
Net income attributable to obligor group	158.0

____________________________________

(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $3,851.3 million.

Our accounts receivable sales agreements in North America, Europe and Brazil permit the sale, on an ongoing basis, of a majority of our receivables to our U.S., Canadian, European and Brazilian finance joint ventures. The sales of all receivables are without recourse to us. We do not service the receivables after the sales occur, and we do not maintain any direct retained interest in the receivables. These agreements are accounted for as off-balance sheet transactions. The cash received from receivables sold under the U.S., Canadian, European and Brazilian accounts receivable sales agreements that remain outstanding as of September 30, 2024 and December 31, 2023 was approximately $2.2 billion and $2.5 billion, respectively.

In addition, we sell certain trade receivables under factoring arrangements to other financial institutions around the world. The cash received from trade receivables sold under factoring arrangements that remain outstanding as of September 30, 2024 and December 31, 2023 was approximately $205.4 million and $254.1 million, respectively.

Our finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers. As of September 30, 2024 and December 31, 2023, these finance joint ventures had approximately $203.2 million and $211.3 million, respectively, of outstanding accounts receivable associated with these arrangements. The total finance portfolio in our finance joint ventures was approximately $14.6 billion and $14.1 billion as of September 30, 2024 and December 31, 2023, respectively. The total finance portfolio as of September 30, 2024 and December 31, 2023 included approximately $11.8 billion and $10.8 billion, respectively, of retail receivables and $2.8 billion and $3.3 billion, respectively, of wholesale receivables from AGCO dealers.

In order to efficiently manage our liquidity, we generally pay vendors in accordance with negotiated terms. To enable vendors to obtain payment in advance of our payment due dates to them, we have established programs in certain markets with financial institutions under which the vendors have the option to be paid by the financial institutions earlier than the payment due dates. Should we not be able to negotiate extended payment terms with our vendors, or should financial institutions no longer be willing to participate in early payment programs with us, we would expect to have sufficient liquidity to timely pay our vendors without any material impact on us or our financial position. As of September 30, 2024 and December 31, 2023, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $77.7 million and $82.7 million, respectively. Refer to Note 8 of our Condensed Consolidated Financial Statements for further discussion.

Cash Flows

Cash flows used in operating activities were approximately $108.0 million for the first nine months of 2024 compared to cash provided by operating activities of approximately $202.7 million for the same period in 2023. The increase of cash used in operating activities during the nine months ended September 30, 2024 was primarily driven by a decrease in net income in the first nine months of 2024 compared to the same period in 2023.

Our working capital requirements are seasonal, with investments in working capital typically building in the first half of the year and then reducing in the second half of the year. We had approximately $2,258.8 million in working capital at September 30, 2024 as compared to $1,997.2 million at December 31, 2023. Inventories as of September 30, 2024 were approximately $3,443.2 million as compared to $3,440.7 million at December 31, 2023. Accounts and notes receivable, net, as of September 30, 2024 were approximately $156.9 million lower than at December 31, 2023 primarily due to timing of sales of accounts receivable under our factoring arrangements. Accounts payable and Accrued expenses as of September 30, 2024 were approximately $246.2 million and $395.0 million lower than at December 31, 2023, respectively.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(continued)

Capital expenditures for the first nine months of 2024 were approximately $279.3 million compared to $357.7 million for the same period in 2023.

Share Repurchase and Dividends

In November 2023, the Company entered into an ASR agreement with a financial institution to repurchase $53.0 million of shares of its common stock. We received approximately 371,669 shares associated with this transaction as of December 31, 2023. In January 2024, the Company received an additional 82,883 shares upon final settlement of our November 2023 ASR agreement. All shares received under the ASR agreement were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets. We did not purchase any shares directly or enter into any accelerated share repurchase agreements during the three and nine months ended September 30, 2024. As of September 30, 2024, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $57.0 million, which has no expiration date. On April 25, 2024, the Company's Board of Directors declared a special variable dividend of $2.50 per common share that was paid during the second quarter of 2024. During the three months ended September 30, 2024 and 2023, the Company declared and paid cash dividends of $0.29 and $0.29 per common share, respectively. During the nine months ended September 30, 2024 and 2023, the Company declared and paid cash dividends of $3.37 and $5.81 per common share, respectively. On October 24, 2024, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per common share to be paid on December 16, 2024, to all stockholders of record as of the close of business on November 15, 2024.

COMMITMENTS, OFF-BALANCE SHEET ARRANGEMENTS AND CONTINGENCIES

We are party to a number of commitments and other financial arrangements, which may include off-balance sheet arrangements. At September 30, 2024, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $60.5 million. In addition, we had accrued approximately $13.0 million of outstanding guarantees of residual values that may be owed to our finance joint ventures in the United States and Canada due upon expiration of certain eligible operating leases between the finance joint ventures and end users. The maximum potential amount of future payments under the guarantee is approximately $193.1 million. We also sell a majority of our wholesale receivables in North America, Europe and Brazil to our U.S., Canadian, European and Brazilian finance joint ventures. Refer to “Liquidity and Capital Resources” as well as to Notes 4 and 17 of our Condensed Consolidated Financial Statements for further discussion of these matters.

Contingencies

During 2017, the Company purchased Precision Planting, which provides precision agricultural technology solutions. In 2018, Deere & Company (“Deere”) filed separate complaints in the U.S. District Court of Delaware against the Company and Precision Planting alleging that certain products of those entities infringed certain patents of Deere. The two complaints subsequently were consolidated into a single case, Case No. 1:18-cv-00827-CFC. In July 2022, the case was tried before a jury, which determined that the Company and Precision Planting had not infringed the Deere patents. Following customary post-trial procedures, the Court entered a judgment in the Company’s favor, and Deere appealed the judgment to the U.S. Court of Appeals for the Federal Circuit. The appeal is fully briefed and is awaiting oral arguments before the court. The Company has an indemnity right under the purchase agreement related to the acquisition of Precision Planting from its previous owner. Pursuant to that right, the previous owner of Precision Planting currently is responsible for the litigation costs associated with the complaint and is obligated to reimburse AGCO for some or all of the damages in the event of an adverse outcome in the litigation.

We are party to various claims and lawsuits arising in the normal course of business. We closely monitor these claims and lawsuits and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position or results of operations and accrue and/or disclose loss contingencies as appropriate. See Note 17 of our Condensed Consolidated Financial Statements for further information.

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OUTLOOK

On April 1, 2024, AGCO acquired an 85% stake in PTx Trimble, and Trimble holds a 15% stake. AGCO began consolidating the PTx Trimble joint venture into its consolidated financial statements on April 1, 2024. On November 1, 2024, AGCO closed the previously announced divestiture of the Grain & Protein business.

Global industry demand for farm equipment, driven by farm income, has declined during 2024 in most major markets compared to 2023. AGCO's net sales are expected to decrease in 2024 compared to 2023, resulting from lower sales volumes. Operating margins are expected to decrease from 2023 levels, reflecting the impact of lower net sales, lower production volumes, partially offset by increased cost controls and modestly lower investments in engineering.

Our outlook is based on current assumptions regarding a number of factors including demand, currency stability, pricing and market share gains. If our assumptions are incorrect, or other issues arise or return, such as a worsening of our supply chain, our results of operations will be adversely impacted. Refer to “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates estimates, including those related to discount and sales incentive allowances, deferred income taxes and uncertain income tax positions, pensions, goodwill, other intangible and long-lived assets, and recoverable indirect taxes. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. A description of critical accounting policies and related judgments and estimates that affect the preparation of our Condensed Consolidated Financial Statements is set forth in our Annual Report on Form 10-K for the year ended December 31, 2023.

FORWARD-LOOKING STATEMENTS

Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q are forward-looking, including certain statements set forth under the headings “Liquidity and Capital Resources” and “Outlook.” Forward-looking statements reflect assumptions, expectations, projections, intentions or beliefs about future events. These statements, which may relate to such matters as earnings, net sales, margins, industry conditions, market demand, commodity prices, farm incomes, weather conditions, foreign currency translation impacts, general economic outlook, dividends, share repurchases, availability of financing, product development and enhancement, factory productivity, production and sales volumes, benefits from cost reduction initiatives, material costs, pricing impacts, tax rates, compliance with loan covenants, capital expenditures and working capital and debt service requirements are “forward-looking statements” within the meaning of the federal securities laws. These statements do not relate strictly to historical or current facts, and you can identify certain of these statements, but not necessarily all, by the use of the words “anticipate,” “assumed,” “indicate,” “estimate,” “believe,” “predict,” “forecast,” “rely,” “expect,” “continue,” “grow” and other words of similar meaning. Although we believe that the expectations and assumptions reflected in these statements are reasonable in view of the information currently available to us, there can be no assurance that these expectations will prove to be correct.

These forward-looking statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in or implied by the forward-looking statements. Adverse changes in any of the following factors could cause actual results to differ materially from the forward-looking statements:

• 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;

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(continued)

• cost of steel and other raw materials;

• energy costs;

• performance and collectability of the accounts receivable originated or owned by AGCO or our finance joint ventures;

• government policies and subsidies;

• uncertainty regarding changes in the international tariff regimes and product embargoes and their impact on the cost of the products that we sell;

• weather conditions;

• interest and foreign currency exchange rates;

• limitations on ability to repatriate funds;

• inflation, including in individual countries that have been designated as highly inflationary;

• 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, including due to component and raw material availability;

• production levels and capacity constraints at our facilities, including those resulting from plant expansions and systems upgrades;

• integration of recent and future acquisitions, including the completed acquisition on April 1, 2024 of the Trimble ag assets and formation of the joint venture, PTx Trimble, and the ability to obtain the expected results;

• our expansion plans in emerging markets;

• supply constraints, including energy shortages;

• our cost reduction and control initiatives;

• our research and development efforts;

• dealer and distributor actions;

• regulations affecting privacy and data protection;

• technological difficulties;

• the impact of the COVID-19, or other future pandemics, on product demand and production;

• the occurrence of future cyberattacks, including ransomware attacks; and

• the conflict in Ukraine.

We depend on suppliers for components, parts and raw materials for our products, and any failure by our suppliers to provide products as needed, or by us to promptly address supplier issues, will adversely impact our ability to timely and efficiently manufacture and sell products. In addition, the potential of future natural gas shortages in Europe, as well as predicted overall shortages in other energy sources, could also negatively impact our production and that of our supply chain in the future. There can be no assurance that there will not be future disruptions.

We have a substantial amount of indebtedness, and, as a result, we are subject to certain restrictive covenants and payment obligations that may adversely affect our ability to operate and expand our business.

Any forward-looking statement should be considered in light of such important factors. For additional factors and additional information regarding these factors, see “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023.

New factors that could cause actual results to differ materially from those described above emerge from time to time, and it is not possible for us to predict all of such factors or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and we disclaim any obligation to update the information contained in such statement to reflect subsequent developments or information except as required by law.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk Management

For quantitative and qualitative disclosures about market risks, see “Quantitative and Qualitative Disclosures About Market Risks” in Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023. As of the third quarter of 2024, there has been no material change in our exposure to market risks.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2024, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.

Changes in Internal Control Over Financial Reporting

The Company closed the PTx Trimble joint venture transaction on April 1, 2024 and has included the operating results and assets and liabilities of the PTx Trimble joint venture in our condensed consolidated financial statements as of June 30, 2024 and September 30, 2024. The scope of management’s assessment of the effectiveness of the Company’s disclosure controls and procedures did not include the internal controls over financial reporting of the PTx Trimble joint venture. This exclusion is in accordance with the SEC Staff’s general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year following the acquisition.

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during the three months ended September 30, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are a party to various other legal claims and actions incidental to our business. These items are more fully discussed in Note 17 to our Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

The following information supplements our risks and uncertainties disclosed under "Risk Factors" in Item 1A of Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2023. The risks and uncertainties described in our risk factors have the potential to materially affect our business, results of operations, financial condition and cash flows. These risks are not exclusive and additional risks to which we are subject include the factors mentioned under “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.

We are, and in the past have been, subject to the actions of activist stockholders, which could divert management’s attention and negatively impact our business.

The Company values constructive input from investors and regularly engages in dialogue with its shareholders regarding strategy and performance. The Company’s Board of Directors and management team are committed to acting in the best interests of all the Company’s shareholders. Stockholders may, from time to time, engage in proxy solicitations or advance stockholder proposals, or otherwise attempt to effect changes and assert influence on our board of directors and management. Responding to some of these actions can be costly and time-consuming, may disrupt the Company’s operations and divert the attention of the Board of Directors, management and the Company’s employees. Such activities could interfere with the Company’s ability to execute its strategic plan. Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our board of directors or senior management team arising from a proxy contest could lead to the perception of a change in the direction of our business or instability which may affect the market price and volatility of the Company’s common stock, result in the loss of potential business opportunities, make it more difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners, any of which could adversely affect our business and operating results. We may choose to initiate, or may become subject to, litigation as a result of a proxy contest or matters arising from a proxy contest, which would serve as a further distraction to our board of directors and management and would require us to incur significant additional costs. In addition, actions such as those described above could cause significant fluctuations in our stock price based upon temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

There were no purchases of our common stock made by or on behalf of us during the three months ended September 30, 2024.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) or a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

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ITEM 6. EXHIBITS

(Each management contract or compensation plan required to be filed as an exhibit is identified by an asterisk (*). The Company is not filing, under Item 4, instruments defining the rights of holders of long-term debt where the debt does not exceed 10% of the Company’s total assets. The Company agrees to furnish copies of those instruments to the Commission upon request.)

Exhibit
Number

Description of Exhibit

The filings referenced for
incorporation by reference are
AGCO Corporation

2.1

Stock and Asset Purchase Agreement, dated July 25, 2024, by and among AGCO, Massey Ferguson Corp. and Purchas er

July 25, 2024, Form 8-K, Exhibit 2.1

10.1

A mendment to 2006 Long-Term Incentive Plan *

Filed herewith

22.1

List of Subsidiary Guarantors

Filed herewith

31.1

Certification of Eric P. Hansotia

Filed herewith

31.2

Certification of Damon Audia

Filed herewith

32.1

Certification of Eric P. Hansotia and Damon Audia

Furnished herewith

101

The following unaudited financial information from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, are formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets;

(ii) Condensed Consolidated Statements of Operations;

(iii) Condensed Consolidated Statements of Comprehensive Income;

(iv) Condensed Consolidated Statements of Cash Flows; and

(v) Notes to Condensed Consolidated Financial Statements

Filed herewith

104

Cover Page Interactive Data File - the cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 is formatted in Inline XBRL

Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		AGCO Corporation

Date:	November 7, 2024	By:	/s/ Damon Audia
			Damon Audia Senior Vice President and Chief Financial Officer (Principal Financial Officer)

			/s/ Indira Agarwal
			Indira Agarwal Vice President, Chief Accounting Officer (Principal Accounting Officer)

AGCO CORP /DE - Quarter Report: 2024 September (Form 10-Q)

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