株探米国株
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エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________

Commission File Number: 001-12930
AGCO CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 58-1960019
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4205 River Green Parkway
Duluth, Georgia 30096
(Address of principal executive offices)
 (Zip Code)
(770) 813-9200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
Title of Class Trading Symbol Name of exchange on which registered
Common stock AGCO New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of July 28, 2025, there were 74,620,227 shares of the registrant’s common stock, par value of $0.01 per share, outstanding.


AGCO CORPORATION
INDEX
    Page
Numbers
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.

Table of Contents
PART I.        FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

AGCO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in millions, except share amounts)
June 30, 2025 December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents $ 783.9  $ 612.7 
Accounts and notes receivable, net 1,205.7  1,267.4 
Inventories, net 3,096.4  2,731.3 
Other current assets 542.3  526.6 
Total current assets 5,628.3  5,138.0 
Property, plant and equipment, net 1,966.0  1,818.6 
Right-of-use lease assets 179.7  168.9 
Investments in affiliates 594.2  519.6 
Deferred tax assets 828.4  561.0 
Other assets 501.6  435.2 
Intangible assets, net 712.9  728.9 
Goodwill 1,898.7  1,820.4 
Total assets $ 12,309.8  $ 11,190.6 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Borrowings due within one year $ 207.9  $ 415.2 
Accounts payable 1,060.0  813.0 
Accrued expenses 2,409.0  2,469.6 
Other current liabilities 126.6  128.2 
Total current liabilities 3,803.5  3,826.0 
Long-term debt, less current portion and debt issuance costs 2,756.9  2,233.3 
Operating lease liabilities 132.6  127.5 
Pension and postretirement health care benefits 163.0  155.6 
Deferred tax liabilities 139.5  125.0 
Other noncurrent liabilities 841.5  680.3 
Total liabilities 7,837.0  7,147.7 
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests 304.3  300.1 
Stockholders’ Equity:
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2025 and 2024
 —  — 
Common stock; $0.01 par value, 150,000,000 shares authorized, 74,603,607 and 74,420,952 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
 0.7  0.7 
Additional paid-in capital 10.0  — 
Retained earnings 5,922.6  5,645.0 
Accumulated other comprehensive loss (1,764.8) (1,902.9)
Total stockholders’ equity 4,168.5  3,742.8 
Total liabilities, redeemable noncontrolling interests and stockholders’ equity $ 12,309.8  $ 11,190.6 
See accompanying notes to condensed consolidated financial statements.
3
Table of Contents
AGCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in millions, except per share data)
Three Months Ended June 30,
2025 2024
Net sales $ 2,635.0  $ 3,246.6 
Cost of goods sold 1,976.4  2,409.1 
Gross profit 658.6  837.5 
Operating expenses:
     Selling, general and administrative expenses 326.4  379.8 
Engineering expenses
 117.8  137.8 
Amortization of intangibles
 15.7  31.7 
Impairment charges 6.8  5.1 
Restructuring and business optimization expenses
 15.6  30.2 
Loss on sale of business
 12.3  494.6 
Income (loss) from operations
 164.0  (241.7)
Interest expense, net
 17.8  29.9 
Other expense, net
 48.9  65.3 
Income (loss) before income taxes and equity in net earnings of affiliates
 97.3  (336.9)
Income tax provision (benefit)
 (205.5) 41.6 
Income (loss) before equity in net earnings of affiliates
 302.8  (378.5)
Equity in net earnings of affiliates
 11.6  9.6 
Net income (loss)
 314.4  (368.9)
Net loss attributable to noncontrolling interests 0.4  1.8 
Net income (loss) attributable to AGCO Corporation
 $ 314.8  $ (367.1)
Net income (loss) per common share attributable to AGCO Corporation:
Basic
 $ 4.22  $ (4.92)
Diluted
 $ 4.22  $ (4.92)
Cash dividends declared and paid per common share $ 0.29  $ 2.79 
Weighted average number of common and common equivalent shares outstanding:
Basic
 74.6  74.6 
Diluted
 74.6  74.7 
See accompanying notes to condensed consolidated financial statements.
4
Table of Contents
AGCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in millions, except per share data)
Six Months Ended June 30,
2025 2024
Net sales $ 4,685.5  $ 6,175.3 
Cost of goods sold 3,506.3  4,568.0 
Gross profit 1,179.2  1,607.3 
Operating expenses:
     Selling, general and administrative expenses 652.2  730.2 
Engineering expenses
 233.8  268.7 
Amortization of intangibles
 31.0  45.6 
Impairment charges 7.9  5.1 
Restructuring and business optimization expenses
 28.6  31.2 
Loss on sale of business
 12.3  494.6 
Income from operations 213.4  31.9 
Interest expense, net
 36.3  31.8 
Other expense, net
 81.2  116.1 
Income (loss) before income taxes and equity in net earnings of affiliates
 95.9  (116.0)
Income tax provision (benefit)
 (203.5) 110.7 
Income (loss) before equity in net earnings of affiliates
 299.4  (226.7)
Equity in net earnings of affiliates
 23.7  25.8 
Net income (loss)
 323.1  (200.9)
Net loss attributable to noncontrolling interests 2.2  1.8 
Net income (loss) attributable to AGCO Corporation
 $ 325.3  $ (199.1)
Net income (loss) per common share attributable to AGCO Corporation:
Basic
 $ 4.36  $ (2.67)
Diluted
 $ 4.36  $ (2.67)
Cash dividends declared and paid per common share $ 0.58  $ 3.08 
Weighted average number of common and common equivalent shares outstanding:
Basic
 74.6  74.6 
Diluted
 74.6  74.7 
See accompanying notes to condensed consolidated financial statements.
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AGCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited and in millions)
Three Months Ended June 30,
2025 2024
Net income (loss)
 $ 314.4  $ (368.9)
Other comprehensive income (loss):
Foreign currency translation adjustments 58.2  (136.1)
Defined pension and postretirement benefit plans, net of tax
 2.0  1.9 
Deferred gains and losses on derivatives, net of tax 1.5  (2.0)
Other comprehensive income (loss)
 61.7  (136.2)
Comprehensive income (loss)
 376.1  (505.1)
Comprehensive loss (income) attributable to noncontrolling interests
 (4.5) 2.8 
Comprehensive income (loss) attributable to AGCO Corporation
 $ 371.6  $ (502.3)

Six Months Ended June 30,
2025 2024
Net income (loss)
 $ 323.1  $ (200.9)
Other comprehensive income (loss):
Foreign currency translation adjustments 140.4  (188.1)
Defined pension and postretirement benefit plans, net of tax
 3.9  3.6 
Deferred gains and losses on derivatives, net of tax 0.2  4.9 
Other comprehensive income (loss)
 144.5  (179.6)
Comprehensive income (loss)
 467.6  (380.5)
Comprehensive loss (income) attributable to noncontrolling interests
 (4.2) 2.8 
Comprehensive income (loss) attributable to AGCO Corporation
 $ 463.4  $ (377.7)
See accompanying notes to condensed consolidated financial statements.
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AGCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in millions)
Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net income (loss)
 $ 323.1  $ (200.9)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation 124.6  128.5 
Amortization of intangibles 31.0  45.6 
Stock compensation expense 17.9  16.1 
Impairment charges 7.9  5.1 
Loss on sale of business
 12.3  494.6 
Equity in net earnings of affiliates, net of cash received (23.1) (25.1)
Deferred income tax benefit
 (301.3) (25.2)
Other 14.0  19.4 
Changes in operating assets and liabilities:
Accounts and notes receivable, net 107.5  (123.3)
Inventories, net (146.5) (373.3)
Other current and noncurrent assets (70.3) (62.1)
Accounts payable 176.1  59.8 
Accrued expenses (244.5) (178.5)
Other current and noncurrent liabilities 124.8  84.8 
Total adjustments (169.6) 66.4 
Net cash provided by (used in) operating activities
 153.5  (134.5)
Cash flows from investing activities:
Purchases of property, plant and equipment (90.4) (193.0)
Proceeds from sale of property, plant and equipment 1.1  1.3 
Purchase of businesses, net of cash acquired
 —  (1,902.2)
Proceeds from sale of business
 (12.3) — 
Investments in unconsolidated affiliates, net
 (1.2) (0.2)
Other (5.3) (0.1)
Net cash used in investing activities (108.1) (2,094.2)
Cash flows from financing activities:
Proceeds from indebtedness 518.0  2,585.4 
Repayments of indebtedness (367.5) (1.7)
Payment of dividends to stockholders (43.3) (229.9)
Payment of minimum tax withholdings on stock compensation (9.1) (11.3)
Payment of debt issuance costs —  (15.2)
Investments by noncontrolling interests, net
 —  8.1 
Net cash provided by financing activities 98.1  2,335.4 
Effects of exchange rate changes on cash, cash equivalents and restricted cash 27.7  (24.9)
Increase in cash, cash equivalents and restricted cash
 171.2  81.8 
Cash, cash equivalents and restricted cash, beginning of period 612.7  595.5 
Cash, cash equivalents and restricted cash, end of period(1)
 $ 783.9  $ 677.3 
____________________________________
(1)    Includes $20.0 million of cash and cash equivalents classified as held for sale as of June 30, 2024.
See accompanying notes to condensed consolidated financial statements.
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AGCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.    BASIS OF PRESENTATION

    The condensed consolidated financial statements of AGCO Corporation and its subsidiaries (the “Company” or “AGCO”) included herein have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows at the dates and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Results for interim periods are not necessarily indicative of the results for the year. Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation.

    The Company has a wholly-owned subsidiary in Turkey that distributes agricultural equipment and replacement parts. On the basis of available data related to inflation indices and as a result of the devaluation of the Turkish lira relative to the United States dollar, the Turkish economy was determined to be highly inflationary during 2022. A highly inflationary economy is one where the cumulative inflation rate for the three years preceding the beginning of the reporting period, including interim reporting periods, is in excess of 100 percent. For subsidiaries operating in highly inflationary economies, the United States dollar is the functional currency. Remeasurement adjustments for financial statements in highly inflationary economies and other transactional exchange gains and losses are reported in “Other expense, net” within the Company's Condensed Consolidated Statements of Operations. For the six months ended and as of June 30, 2025, the Company's wholly-owned subsidiary in Turkey had net sales of approximately $150.4 million and total assets of approximately 7.1 billion Turkish lira (or approximately $178.8 million). The monetary assets and liabilities denominated in the Turkish lira were approximately 5.9 billion Turkish lira (or approximately $147.5 million) and approximately 3.9 billion Turkish lira (or approximately $98.0 million), respectively, as of June 30, 2025. The monetary assets and liabilities were remeasured into United States dollars based on exchange rates as of June 30, 2025.

    The Company has a wholly-owned subsidiary in Argentina that assembles and distributes agricultural equipment and replacement parts. In recent years, the Argentine government has substantially limited the ability of companies to transfer funds out of Argentina. Argentina's economy was determined to be highly inflationary during 2018. In December 2023, the central bank of Argentina adjusted the official foreign currency exchange rate for the Argentine peso, significantly devaluing the currency relative to the United States dollar. For the six months ended and as of June 30, 2025, the Company's wholly-owned subsidiary in Argentina had net sales of approximately $93.0 million and total assets of approximately 310.8 billion pesos (or approximately $261.0 million). The monetary assets of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 131.9 billion pesos (or approximately $110.8 million), inclusive of approximately 97.6 billion pesos (or approximately $82.0 million) in cash and cash equivalents, as of June 30, 2025. The monetary liabilities of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 27.5 billion pesos (or approximately $23.1 million) as of June 30, 2025. The monetary assets and liabilities were remeasured into United States dollar based on exchange rates as of June 30, 2025. The Company's finance joint venture in Argentina, AGCO Capital Argentina S.A. (“AGCO Capital”), had net monetary assets denominated in pesos at the official government rate of approximately 7.7 billion pesos (or approximately $6.5 million) as of June 30, 2025. All gains and losses resulting from AGCO Capital's remeasurement of its monetary assets and liabilities are reported in “Equity in net earnings of affiliates” within the Company's Condensed Consolidated Statements of Operations.

New Accounting Pronouncements to be Adopted

    In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company plans to adopt this standard as of December 31, 2025 and it will impact only our disclosures, with no impact to our financial condition or results of operations.
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)




    In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the consolidated financial statements. In addition, the guidance requires disclosure of selling expenses and its definition. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The ASU will be applied prospectively with an option to simultaneously apply retrospectively. The updated standard will impact only our disclosures, with no impact to our financial condition or results of operations.

2.    ACQUISITIONS

    On September 28, 2023, the Company entered into a Sale and Contribution Agreement among AGCO, Trimble Inc. (“Trimble”) and PTx Trimble, LLC (“PTx Trimble” or the “Joint Venture”), formerly known as Trimble Solutions, LLC, which was subsequently amended and restated on March 31, 2024. On April 1, 2024, pursuant to the terms of an Amended and Restated Sale and Contribution Agreement (the “Agreement”), AGCO and Trimble completed (i) the contribution by Trimble to the Joint Venture of Trimble’s OneAg business (“OneAg”), 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 $1,954.0 million 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. The purchase price was funded using net proceeds from the issuance of Senior Notes due 2027 and 2034, a term loan facility and the remainder through other borrowings and cash on hand. Refer to Note 9 for further information. AGCO began consolidating PTx Trimble within its consolidated financial statements on April 1, 2024.

    The Company accounted for the Joint Venture transaction as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. The Company allocated the purchase price of the acquisition to identified assets acquired, liabilities assumed, and noncontrolling interests based on their estimated fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The Company calculated the fair value of the assets acquired using the income, market or cost approach (or a combination thereof). Fair values of certain assets were determined based on Level 3 inputs, including estimated future cash flows, discount rates, royalty rates, growth rates and sales projections, all of which require significant management judgment and are susceptible to change. The goodwill consists of expected future economic benefits that will arise from expected future product sales, operating efficiencies and sales channel synergies that may result from the Joint Venture. The Company expects that the portion of the goodwill balance allocated to the U.S. business will be deductible for tax purposes, and the goodwill allocated to the Joint Venture’s investments in foreign subsidiaries, primarily in Germany and France, will not be deductible for tax purposes. The goodwill arising from the Joint Venture has been assigned to four new reporting units within our North America, South America, Europe/Middle East and Asia/Pacific/Africa operating segments.
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)




    The purchase consideration transferred consisted of the following (in millions):

Purchase Consideration
Total cash consideration for OneAg $ 1,954.0 
Working capital and other adjustments
 (47.1)
Equity transaction associated with JCA noncontrolling interest (a) 3.1 
Total purchase consideration $ 1,910.0 

(a) Equity transaction associated with JCA noncontrolling interest

    The transfer of the 15% interest in AGCO's JCA business was accounted for as an equity transaction. The adjustment to additional paid-in-capital represents the excess of the fair value of the JCA business transferred over its historical carrying amount. The fair value of the JCA business was determined using a discounted cash flow model.

    The fair values of the assets acquired, liabilities assumed and noncontrolling interests as of the acquisition date are presented in the following table (in millions):

As of April 1, 2024
Cash $ 6.3 
Accounts receivable 12.3 
Inventories 62.6 
Other current assets 6.0 
Property, plant and equipment 21.6 
Deferred tax assets 0.1 
Right-of-use lease assets 2.4 
Other assets (non-current) 0.1 
Intangible assets 624.6 
Goodwill 1,592.2 
Total assets acquired $ 2,328.2 
Accounts payable $ 5.8 
Accrued expenses 11.2 
Other current liabilities 14.0 
Operating lease liabilities 1.6 
Deferred tax liabilities 18.0 
Other noncurrent liabilities 12.5 
Total liabilities assumed $ 63.1 
Redeemable noncontrolling interests (b) $ 355.1 
Net assets acquired $ 1,910.0 

(b) Redeemable noncontrolling interests

Trimble has a put option to sell its noncontrolling interests to the Company, and the Company has a call option to redeem Trimble's noncontrolling interests. The first exercisable date of both the put and call options is April 1, 2027. The put and call options prices are based on multiples of EBITDA, subject to the terms of the Agreement. We estimated the fair value of the put and call options using a Monte Carlo simulation along with a Black Scholes model assuming an exercise date of three years from the close of the transaction, the first allowable exercise date. We evaluated the put and call options for the redeemable noncontrolling interests under ASC 480, Distinguishing Liabilities from Equity, and classified the redeemable noncontrolling interests as mezzanine equity based on its redemption features.
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



The amount of the net income or loss attributable to the redeemable noncontrolling interests is recorded in “Net loss attributable to noncontrolling interests” within the Company's Condensed Consolidated Statements of Operations. To the extent the redemption value exceeds the initial fair value recorded, the Company will recognize the entire change in the redemption amount each reporting period in retained earnings.

    The acquired identifiable intangible assets of OneAg as of the date of the acquisition are summarized in the following table (in millions):

Fair Value
Useful Life(1)
Developed Technology $ 526.0 
7 - 15 years
Customer Relationships 47.3 
20 years
Tradename 6.5 
5 years
Favorable contracts 44.8 
2 - 7 years
$ 624.6 
____________________________________
(1)    Based on available information and certain assumptions that we believe are reasonable.

    The following unaudited pro forma financial information presents the consolidated results of operations as if the OneAg acquisition had occurred on January 1, 2023. OneAg's pre-acquisition results have been added to the Company's historical results. The pro forma results (in millions) contained in the table below include adjustments for (i) the elimination of sales between the Company and OneAg, (ii) amortization of acquired intangible assets (iii) interest expense and amortization of debt issuance costs related to borrowings under the Senior Notes due 2027 and 2034 and term loan facility and (iv) transaction-related costs as if these had been incurred on January 1, 2023 for the period ending June 30, 2024.

Three Months Ended June 30, Six Months Ended June 30,
2024 2024
Unaudited Consolidated Pro Forma Results
Net sales $ 3,246.6  $ 6,258.7 
Net loss attributable to AGCO Corporation
 (354.4) (198.0)

    These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results.

3.    BUSINESS DIVESTITURE

    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. On November 1, 2024, the Company completed the sale of the G&P business to A-AG Holdco Limited, an affiliate of American Industrial Partners. The Company previously classified the G&P business as held for sale as of June 30, 2024. The Company determined the sale of the G&P business did not represent a strategic shift that had or will have a major effect on the consolidated results of operations, and therefore results of this business were not classified as discontinued operations. The Company received net proceeds of $630.7 million on the transaction date, which was subject to the finalization of preliminary working capital and other adjustments, and recognized a loss on the sale of business of $507.3 million. The loss on sale of business included $93.6 million of cumulative translation adjustment losses representing amounts previously recorded in accumulated other comprehensive loss. In May 2025, the preliminary working capital and other adjustments were finalized resulting in an additional loss of $12.3 million which is included within “Loss on sale of business” in the Company's Condensed Consolidated Statements of Operations. The proceeds from the sale were used to repay the Term Loan Facility and reduce borrowings under the Credit Facility in 2024. Refer to Note 9 for further information.

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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    The major categories of divested assets and liabilities as of the date of the divestiture were as follows (in millions):

Assets divested
Cash and cash equivalents $ 25.0 
Accounts and notes receivable, net 170.2 
Inventories, net 171.6 
Other current assets 21.6 
Total current assets
 388.4 
Property, plant and equipment, net 101.8 
Right-of-use lease assets 15.2 
Other assets 16.5 
Intangible assets, net 113.7 
Goodwill 203.6 
Total assets
 $ 839.2 
Liabilities divested
Accounts payable $ 90.4 
Accrued expenses 98.4 
Other current liabilities 54.7 
Total current liabilities
243.5 
Deferred tax liabilities 8.3 
Operating lease liabilities 10.5 
Other noncurrent liabilities 5.2 
Total liabilities
 $ 267.5 
Disposal group, net $ 571.7 

4.    ACCOUNTS RECEIVABLE SALES AGREEMENTS

    The Company has accounts receivable sales agreements that permit the sale, on an ongoing basis, of a majority of its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint ventures. The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of June 30, 2025 and December 31, 2024 was approximately $2.0 billion and $2.3 billion, respectively.

    Under the terms of the accounts receivable sales agreements in the U.S., Canada, Europe and Brazil, the Company pays an annual fee related to the servicing of the receivables sold. The Company also pays the respective AGCO Finance entities a subsidized interest payment with respect to the accounts receivable sales agreements, calculated based upon the interest rate charged by Rabobank to its affiliate, and such affiliate then lends to the AGCO Finance entities plus an agreed-upon margin. These fees are reflected within losses on the sales of receivables included within “Other expense, net” in the Company’s Condensed Consolidated Statements of Operations. The Company does not service the receivables after the sale occurs and does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and determined that receivables sold under these agreements should be accounted for as off-balance sheet transactions.

In addition, the Company sells 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 June 30, 2025 and December 31, 2024 was approximately $254.2 million and $220.5 million, respectively. Under these arrangements, the Company is required to continue to service the sold receivables at market rates. The Company does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and determined that receivables sold under these agreements should be accounted for as off-balance sheet transactions.
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)




    Losses on sales of receivables associated with the accounts receivable sales agreements discussed above, reflected within “Other expense, net” in the Company’s Condensed Consolidated Statements of Operations, were approximately $19.8 million and $38.7 million during the three and six months ended June 30, 2025, respectively. Losses on sales of receivables associated with the accounts receivable sales agreements discussed above, reflected within “Other expense, net” in the Company’s Condensed Consolidated Statements of Operations, were approximately $35.9 million and $63.8 million during the three and six months ended June 30, 2024, respectively.

    The Company’s finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to the Company’s dealers. As of June 30, 2025 and December 31, 2024, these finance joint ventures had approximately $94.3 million and $139.2 million, respectively, of outstanding accounts receivable associated with these arrangements.

    In certain foreign countries, the Company invoices its finance joint ventures directly and the finance joint ventures retain a form of title to the goods delivered to dealers until the dealer makes payment so that the finance joint ventures can recover the goods in the event of dealer or end customer default on payment. This occurs as the laws of some foreign countries do not provide for a seller’s retention of a security interest in goods in the same manner as established in the United States Uniform Commercial Code. The only right the finance joint ventures retain with respect to the title are those enabling recovery of the goods in the event of customer default on payment. The dealer or distributor may not return equipment or replacement parts to the Company while its contract with the finance joint venture is in force, and can only return the equipment to the retail finance joint venture with penalties that would generally not make it economically beneficial to do so.

5.    GOODWILL AND OTHER INTANGIBLE ASSETS

    Changes in the carrying amount of goodwill during the six months ended June 30, 2025 are summarized as follows (in millions):

North America South America Europe/Middle East Asia/Pacific/Africa Consolidated
Balance as of December 31, 2024 $ 742.8  $ 94.9  $ 962.3  $ 20.4  $ 1,820.4 
Foreign currency translation 1.6  7.8  68.9  —  78.3 
Balance as of June 30, 2025 $ 744.4  $ 102.7  $ 1,031.2  $ 20.4  $ 1,898.7 

    Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The Company conducts its annual impairment analyses as of October 1st each year.

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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    Changes in the carrying amount of acquired intangible assets during the six months ended June 30, 2025 are summarized as follows (in millions):

Gross carrying amounts: Trademarks and Trade Names Customer Relationships Patents and Technology
Other
 Total
Balance as of December 31, 2024 $ 75.1  $ 179.1  $ 604.7  $ 50.9  $ 909.8 
Impairment charge
 (1.6) —  (0.6) —  (2.2)
Foreign currency translation 1.3  12.5  16.8  —  30.6 
Balance as of June 30, 2025 $ 74.8  $ 191.6  $ 620.9  $ 50.9  $ 938.2 

Accumulated amortization: Trademarks and Trade Names Customer Relationships Patents and Technology
Other
 Total
Balance as of December 31, 2024 $ 45.6  $ 109.6  $ 95.0  $ 14.9  $ 265.1 
Amortization expense 2.1  3.5  22.8  2.6  31.0 
Impairment charge
 (1.2) —  (0.4) —  (1.6)
Foreign currency translation 1.1  10.6  6.9  —  18.6 
Balance as of June 30, 2025 $ 47.6  $ 123.7  $ 124.3  $ 17.5  $ 313.1 

Indefinite-lived intangible assets: Trademarks and Trade Names
Balance as of December 31, 2024 $ 83.8 
Foreign currency translation 4.0 
Balance as of June 30, 2025 $ 87.8 

    The Company amortizes certain acquired identifiable intangible assets primarily on a straight-line basis over their estimated useful lives, which range from four to 50 years. External-use software, net, developed by the Company and marketed externally, was approximately $0.4 million as of December 31, 2024 and classified within “Intangible assets, net.”

6.    INVENTORIES

    Inventories, net at June 30, 2025 and December 31, 2024, were as follows (in millions):

June 30, 2025 December 31, 2024
Finished goods $ 1,295.4  $ 1,187.9 
Repair and replacement parts 831.1  754.6 
Work in process 262.0  170.0 
Raw materials 707.9  618.8 
Inventories, net $ 3,096.4  $ 2,731.3 

    At June 30, 2025 and December 31, 2024, the Company had recorded $279.8 million and $251.1 million respectively, as a reserve for surplus and obsolete inventories. These reserves are reflected within “Inventories, net” within the Company's Condensed Consolidated Balance Sheets.

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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



7.    PRODUCT WARRANTY

    The warranty reserve activity for the three and six months ended June 30, 2025 and 2024, including deferred revenue associated with the Company's extended warranties that have been sold, was as follows (in millions):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Balance at beginning of period $ 746.6  $ 793.1  $ 743.0  $ 800.8 
Acquisitions
 —  4.1  —  4.1 
Accruals for warranties issued
 113.7  93.8  180.1  185.9 
Settlements made and deferred revenue recognized
(107.0) (93.6) (196.1) (175.6)
Reclassified to held for sale(1)
 —  (11.6) —  (11.6)
Foreign currency translation 47.7  (11.2) 74.0  (29.0)
Balance at June 30 $ 801.0  $ 774.6  $ 801.0  $ 774.6 
____________________________________
(1)    Reclassification resulting from the Company's classification of the majority of the Grain & Protein (“G&P”) business as held for sale as of June 30, 2024. The Company divested the majority of its G&P business on November 1, 2024. Refer to Note 3 for additional information.

    The Company’s agricultural equipment products generally are warranted against defects in material and workmanship for a period of one to four years. The Company accrues for future warranty costs at the time of sale based on historical warranty experience. The Company's extended warranty period for the majority of products ranges from three to five years. Revenue is recognized for the extended warranty contracts on a straight-line basis, which the Company believes approximates the cost expected to be incurred in satisfying the obligations, over the extended warranty period. Approximately $634.4 million, $598.7 million and $635.6 million of warranty reserves are included in “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2025, December 31, 2024 and June 30, 2024, respectively. Approximately $166.6 million, $144.3 million and $139.0 million of warranty reserves are included in “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2025, December 31, 2024, and June 30, 2024, respectively.

    The Company recognizes potential recoveries of the costs associated with warranties it provides when the collection is probable. When specifics of the recovery have been agreed upon with the Company’s suppliers through the confirmation of liability for the recovery, the Company records the recovery within “Accounts and notes receivable, net” in the Company's Condensed Consolidated Balance Sheets. Estimates of the amount of warranty claim recoveries to be received from the Company’s suppliers based upon contractual supplier arrangements are recorded within “Other current assets” in the Company's Condensed Consolidated Balance Sheets.

8.    SUPPLIER FINANCE PROGRAMS

    The Company has supplier financing arrangements with certain banks or other intermediaries whereby a bank or intermediary purchases receivables held by the Company’s suppliers. Under the program, suppliers have the option to be paid by the bank or intermediary earlier than the payment due date. When the supplier receives an early payment, they receive discounted amounts, and the Company pays the bank or intermediary the face amount of the invoice on the payment due date. The Company does not reimburse suppliers for any costs incurred for participation in the program. The Company and its suppliers agree on the contractual terms, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the supplier finance programs. The suppliers’ voluntary inclusion in the supplier financing programs has no bearing on the Company’s payment terms. The Company has no economic interest in a supplier’s decision to participate in the programs, and the Company has no direct financial relationship with the banks or other intermediaries as it relates to the supplier finance programs. As of June 30, 2025, payment terms with the majority of the Company’s suppliers are 30 to 180 days, which correspond to the contractual terms, with rates that are based on market rates (such as SOFR) plus a credit spread. There are no assets pledged as security under the programs. As of June 30, 2025 and December 31, 2024, the amounts outstanding that remain unpaid to the banks or other intermediaries totaled $40.1 million and $50.6 million, respectively, and are reflected in “Accounts payable” in the Company’s Condensed Consolidated Balance Sheets.

15
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



9.    INDEBTEDNESS

    Long-term debt consisted of the following at June 30, 2025 and December 31, 2024 (in millions):

June 30, 2025 December 31, 2024
Credit Facility, expires 2027
 $ 375.0  $ — 
5.450% Senior notes due 2027
 400.0  400.0 
5.800% Senior notes due 2034
 700.0  700.0 
0.800% Senior notes due 2028
 703.0  622.7 
1.002% EIB Senior term loan due 2025
 —  259.5 
EIB Senior term loan due 2029
 292.9  259.5 
EIB Senior term loan due 2030
 199.2  176.4 
Senior term loans due between 2025 and 2028
 171.6  152.0 
Debt issuance costs (11.0) (12.0)
2,830.7  2,558.1 
Less:
1.002% EIB Senior term loan due 2025
 —  (259.5)
Senior term loans due 2025
 (73.8) (65.3)
Total long-term indebtedness
 $ 2,756.9  $ 2,233.3 

Credit Facility

    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. In May 2025, the Company amended the Credit Facility with respect to the net leverage ratio financial covenant requirements for the remainder of 2025 and in the event of a future material acquisition. As of June 30, 2025, the Company had $375.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $875.0 million.

Uncommitted Credit Facility

    The Company has an uncommitted revolving credit facility that allows the Company to borrow up to €200.0 million (or approximately $234.3 million as of June 30, 2025). The credit facility expires on December 31, 2026. As of June 30, 2025 and December 31, 2024, the Company had no outstanding borrowings under the revolving credit facility.

1.002% European Investment Bank (“EIB”) Senior Term Loan due 2025

    On January 24, 2025, the Company repaid €250.0 million (or approximately $262.3 million) upon maturity of the EIB Senior term loan due 2025.

Other Short-Term Borrowings

    As of June 30, 2025 and December 31, 2024, the Company had short-term borrowings due within one year, excluding the current portion of long-term debt, of approximately $134.1 million and $90.4 million, respectively.

Standby Letters of Credit and Similar Instruments

    The Company has arrangements with various banks to issue standby letters of credit or similar instruments, which guarantee the Company’s obligations for the purchase or sale of certain inventories and for potential claims exposure for insurance coverage. At June 30, 2025 and December 31, 2024, outstanding letters of credit totaled approximately $14.0 million and $13.2 million, respectively.

16
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



10.    RESTRUCTURING AND BUSINESS OPTIMIZATION EXPENSES

Restructuring Expenses

    On June 24, 2024, the Company announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry. The initial phase of the Program is focused on further reducing structural costs, streamlining the Company’s workforce and enhancing global efficiencies related to changing the Company’s operating model for certain corporate and back-office functions and better leveraging technology and global centers of excellence. The Company estimates that it will incur charges for one-time termination benefits of approximately $150.0 million to $200.0 million in connection with this phase of the Program, primarily consisting of cash charges related to severance payments, employees benefits and related costs. The Company incurred the majority of charges in 2024 and expects to incur the remaining charges in 2025.

    Restructuring expenses activity, which relates to severance and other related costs, during the three and six months ended June 30, 2025, is summarized as follows (in millions):

Balance as of December 31, 2024 $ 136.2 
First quarter 2025 provision, net of reversals (0.8)
First quarter 2025 cash activity (30.3)
Foreign currency translation 4.4 
Balance as of March 31, 2025 $ 109.5 
Second quarter 2025 provision, net of reversals 2.5 
Second quarter 2025 cash activity (39.4)
Foreign currency translation 7.3 
Balance as of June 30, 2025 $ 79.9 

    Approximately $68.1 million and $125.2 million of restructuring expenses are included in “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively. Approximately $11.8 million and $11.0 million of restructuring expenses are included in “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.

Business Optimization Expenses

    Business optimization expenses primarily relate to professional services costs incurred as part of the restructuring program aimed at reducing structural costs, enhancing global efficiencies by changing the Company’s operating model for certain corporate and back-office functions. During the three and six months ended June 30, 2025, the Company recognized approximately $13.1 million and $26.9 million, respectively, of business optimization expenses.
17
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



11.    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative Transactions Designated as Hedging Instruments

Cash Flow Hedges

Foreign Currency Contracts

    The Company uses cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in foreign currency exchange rates. The changes in the fair values of these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into “Cost of goods sold” during the period the sales and purchases are recognized. These amounts offset the effect of the changes in foreign currency rates on the related sale and purchase transactions.

    The Company designates certain foreign currency contracts as cash flow hedges of expected future sales and purchases. The total notional value of derivatives that were designated as cash flow hedges was approximately $256.5 million and $356.7 million as of June 30, 2025 and December 31, 2024, respectively.

Steel Commodity Contracts

    The Company designates certain steel commodity contracts as cash flow hedges of expected future purchases of steel. The Company did not have any derivatives that were designated as cash flow hedges related to steel commodity contracts as of June 30, 2025 and December 31, 2024, respectively.

Interest Rate Risk

    The Company entered into treasury rate locks in early March 2024 to fix the interest rate for the 5.800% Senior Notes due 2034 (the “2034 Notes”) issued on March 21, 2024. The derivative position settled on March 28, 2024 with a cash settlement that offset changes in the benchmark treasury rate between the execution of the treasury rate lock and the debt pricing date for the 2034 Notes. This treasury rate lock was designated as a cash flow hedge and the gain at termination of $8.2 million was recognized in accumulated other comprehensive loss. The amount recognized in accumulated other comprehensive loss is reclassified to interest expense as interest payments are made on the 2034 Notes through the maturity date.
18
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by the Company during the three months ended June 30, 2025 (in millions):

Before-Tax Amount Income Tax Expense (Benefit) After-Tax Amount
Accumulated derivative net gains as of March 31, 2025
 $ 9.8  $ 2.2  $ 7.6 
Net changes in fair value of derivatives
Foreign currency contracts(1)
 3.3  0.6  2.7 
Total
 3.3  0.6  2.7 
Net gains reclassified from accumulated other comprehensive loss into income
Foreign currency contracts(1)
(1.4) (0.4) (1.0)
Treasury rate locks
 (0.2) —  (0.2)
Total (1.6) (0.4) (1.2)
Accumulated derivative net gains as of June 30, 2025
 $ 11.5  $ 2.4  $ 9.1 
____________________________________
(1)    The outstanding contracts as of June 30, 2025 range in maturity through December 2025.

    As of June 30, 2025, approximately $0.2 million of realized derivative net gains, before taxes, remain in accumulated other comprehensive loss related to foreign currency contracts associated with inventory that had not yet been sold.

    The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by the Company during the three months ended June 30, 2024 (in millions):

Before-Tax Amount Income Tax Expense (Benefit) After-Tax Amount
Accumulated derivative net gains as of March 31, 2024
 $ 8.1  $ 2.0  $ 6.1 
Net changes in fair value of derivatives
Foreign currency contracts
 (2.8) 0.7  (3.5)
Total
 (2.8) 0.7  (3.5)
Net losses (gains) reclassified from accumulated other comprehensive loss into income
Foreign currency contracts
 1.6  0.1  1.5 
Commodity contracts
 0.2  —  0.2 
Treasury rate locks
 (0.3) (0.1) (0.2)
Total 1.5  —  1.5 
Accumulated derivative net gains as of June 30, 2024
 $ 6.8  $ 2.7  $ 4.1 


19
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by the Company during the six months ended June 30, 2025 (in millions):

Before-Tax Amount Income Tax Expense (Benefit) After-Tax Amount
Accumulated derivative net gains as of December 31, 2024
 $ 11.7  $ 2.8  $ 8.9 
Net changes in fair value of derivatives
Foreign currency contracts(1)
 3.9  0.8  3.1 
Total
 3.9  0.8  3.1 
Net gains reclassified from accumulated other comprehensive loss into income
Foreign currency contracts(1)
(3.7) (1.1) (2.6)
Treasury rate locks
 (0.4) (0.1) (0.3)
Total (4.1) (1.2) (2.9)
Accumulated derivative net gains as of June 30, 2025
 $ 11.5  $ 2.4  $ 9.1 
____________________________________
(1)    The outstanding contracts as of June 30, 2025 range in maturity through December 2025.

    The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by the Company during the six months ended June 30, 2024 (in millions):

Before-Tax Amount Income Tax Expense (Benefit) After-Tax Amount
Accumulated derivative net losses as of December 31, 2023
 $ (1.3) $ (0.5) $ (0.8)
Net changes in fair value of derivatives
Foreign currency contracts
 (3.9) 0.8  (4.7)
Commodity contracts (0.3) —  (0.3)
Treasury rate locks
 8.2  2.1  6.1 
Total
 4.0  2.9  1.1 
Net losses (gains) reclassified from accumulated other comprehensive loss into income
Foreign currency contracts
 4.2  0.4  3.8 
Commodity contracts
 0.2  —  0.2 
Treasury rate locks
 (0.3) (0.1) (0.2)
Total 4.1  0.3  3.8 
Accumulated derivative net gains as of June 30, 2024
 $ 6.8  $ 2.7  $ 4.1 

Net Investment Hedges

    The Company uses non-derivative and derivative instruments to hedge a portion of its net investment in foreign operations against adverse movements in exchange rates. For instruments that are designated as hedges of net investments in foreign operations, changes in the fair value of the derivative instruments are recorded in foreign currency translation adjustments, a component of accumulated other comprehensive loss, to offset changes in the value of the net investments being hedged. When the net investment in foreign operations is sold or substantially liquidates, the amounts recorded in accumulated other comprehensive loss are reclassified to earnings. To the extent foreign currency denominated debt is de-designated from a net investment hedge relationship, changes in the value of the foreign currency denominated debt are recorded in earnings through the maturity date.

20
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    On January 29, 2021, the Company entered into a cross currency swap contract as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net investment. The cross currency swap had an expiration date of January 29, 2028. At maturity of the cross currency swap contract, the Company was expected to deliver the notional amount of approximately €247.9 million and receive $300.0 million from the counterparties. The Company received quarterly interest payments from the counterparties based on a fixed interest rate until the maturity of the cross currency swap. On November 4, 2024, the Company's existing cross currency swap contract was terminated and the Company delivered the notional amount of approximately $277.4 million and received $300.0 million from the counterparties, resulting in a gain of approximately $22.6 million that was recognized in accumulated other comprehensive loss.

    On November 4, 2024, the Company entered into new $600.0 million cross currency swap contracts comprising a $200.0 million tranche for three years tenor, $200.0 million tranche for five years tenor and $200.0 million tranche for seven years tenor as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net investment. The cross currency swap contracts have an expiration date of November 6, 2027, November 6, 2029 and November 6, 2031, respectively. At maturity of the cross currency swap contracts, the Company is expected to deliver the notional amount of approximately €385.5 million (or approximately $451.7 million as of June 30, 2025) and 155.5 million Swiss francs (or approximately $195.0 million as of June 30, 2025), respectively, and receive $600.0 million from the counterparties. The Company receives quarterly interest payments from the counterparties based on a fixed interest rate until maturity of the cross currency swap.

    The following table summarizes the notional values of the instrument designated as a net investment hedge (in millions):

Notional Amount as of
June 30, 2025 December 31, 2024
Cross currency swap contracts
 $ 600.0  $ 600.0 

    The following table summarizes the changes in the fair value of the cross currency swap contracts designated as a net investment hedge during the three months and six months ended June 30, 2025 and 2024 (in millions):

Gain (Loss) Recognized in Other Comprehensive Income (Loss) for the
Three Months Ended
Gain (Loss) Recognized in Other Comprehensive Income (Loss) for the
Six Months Ended
Before-Tax Amount Income Tax Expense (Benefit)
After-Tax Amount
 Before-Tax Amount Income Tax Expense (Benefit) After-Tax Amount
June 30, 2025 $ (49.3) $ (12.7) $ (36.6) $ (59.3) $ (15.3) $ (44.0)
June 30, 2024 3.4  0.8  2.6  8.1  2.0  6.1 

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 June 30, 2025 and December 31, 2024, the Company had outstanding foreign currency contracts with a notional amount of approximately $2,238.7 million and $3,231.2 million, respectively.

21
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    The following table summarizes the results on net income of derivatives not designated as hedging instruments (in millions):

Gain (Loss) Recognized in Net Income for the Three Months Ended
Gain (Loss) Recognized in Net Income for the Six Months Ended
Classification of Gain (Loss)
 June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Foreign currency contracts Other expense, net $ 26.0  $ (33.5) $ 43.9  $ (41.8)

    The table below sets forth the fair value of derivative instruments as of June 30, 2025 (in millions):

Asset Derivatives as of
June 30, 2025
Liability Derivatives as of
June 30, 2025
Balance Sheet Location Fair Value Balance Sheet Location Fair Value
Derivative instruments designated as hedging instruments:
Foreign currency contracts Other current assets $ 6.3  Other current liabilities $ 1.7 
Cross currency swap contracts
 Other noncurrent assets —  Other noncurrent liabilities 43.1 
Derivative instruments not designated as hedging instruments:
Foreign currency contracts(1)
 Other current assets 5.6  Other current liabilities 2.9 
Total derivative instruments $ 11.9  $ 47.7 
____________________________________
(1)    The outstanding contracts as of June 30, 2025 range in maturity through August 2025.

    The table below sets forth the fair value of derivative instruments as of December 31, 2024 (in millions):

Asset Derivatives as of
December 31, 2024
Liability Derivatives as of
December 31, 2024
Balance Sheet Location Fair Value Balance Sheet Location Fair Value
Derivative instruments designated as hedging instruments:
Foreign currency contracts Other current assets $ 3.7  Other current liabilities $ 1.6 
Commodity contracts Other current assets —  Other current liabilities — 
Cross currency swap contracts
 Other noncurrent assets 16.2  Other noncurrent liabilities — 
Derivative instruments not designated as hedging instruments:
Foreign currency contracts
 Other current assets 26.1  Other current liabilities 12.6 
Total derivative instruments $ 46.0  $ 14.2 

22
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



12.    STOCKHOLDERS’ EQUITY

    The following tables set forth changes in redeemable noncontrolling interests and stockholders’ equity attributed to AGCO Corporation and to noncontrolling interests for the three and six months ended June 30, 2025 and 2024 (in millions):

Redeemable Noncontrolling Interests
 Common
Stock		 Additional
Paid-in Capital		 Retained
Earnings		 Accumulated Other
Comprehensive Loss		 Total Stockholders’
Equity
Balance, March 31, 2025 $ 299.8  $ 0.7  $ 0.7  $ 5,629.6  $ (1,821.6) $ 3,809.4 
Stock compensation —  —  9.6  —  —  9.6 
Issuance of stock awards
 —  —  (0.3) (0.1) —  (0.4)
Comprehensive income (loss):
Net income (loss) (0.4) —  —  314.8  —  314.8 
Other comprehensive income:
Foreign currency translation adjustments
 4.9  —  —  —  53.3  53.3 
Defined pension and postretirement benefit plans, net of tax
 —  —  —  —  2.0  2.0 
Deferred gains and losses on derivatives, net of tax
 —  —  —  —  1.5  1.5 
Payment of dividends to stockholders —  —  —  (21.7) —  (21.7)
Balance, June 30, 2025 $ 304.3  $ 0.7  $ 10.0  $ 5,922.6  $ (1,764.8) $ 4,168.5 

Redeemable Noncontrolling Interests Common
Stock		 Additional
Paid-in Capital		 Retained
Earnings		 Accumulated Other
Comprehensive Loss		 Total Stockholders’
Equity
Balance, December 31, 2024 $ 300.1  $ 0.7  $ —  $ 5,645.0  $ (1,902.9) $ 3,742.8 
Stock compensation —  —  15.8  —  —  15.8 
Issuance of stock awards —  —  (5.8) (4.4) —  (10.2)
Comprehensive income (loss):
Net income (loss)
 (2.2) —  —  325.3  —  325.3 
Other comprehensive income:
Foreign currency translation adjustments 6.4  —  —  —  134.0  134.0 
Defined pension and postretirement benefit plans, net of tax
 —  —  —  —  3.9  3.9 
Deferred gains and losses on derivatives, net of tax —  —  —  —  0.2  0.2 
Payment of dividends to stockholders —  —  —  (43.3) —  (43.3)
Balance, June 30, 2025 $ 304.3  $ 0.7  $ 10.0  $ 5,922.6  $ (1,764.8) $ 4,168.5 
23
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



Redeemable Noncontrolling Interests Common
Stock		 Additional
Paid-in Capital		 Retained
Earnings		 Accumulated Other
Comprehensive Loss		 Noncontrolling
Interests		 Total Stockholders’
Equity
Balance, March 31, 2024 $ —  $ 0.7  $ —  $ 6,505.9  $ (1,751.5) $ 0.1  $ 4,755.2 
Stock compensation —  —  6.4  —  —  —  6.4 
Issuance of stock awards
 —  —  (0.3) 0.1  —  —  (0.2)
Comprehensive income (loss):
Net loss
 (1.8) —  —  (367.1) —  —  (367.1)
Other comprehensive income (loss):
Foreign currency translation adjustments
 (1.0) —  —  —  (135.1) —  (135.1)
Defined pension and postretirement benefit plans, net of tax
 —  —  —  —  1.9  —  1.9 
Deferred gains and losses on derivatives, net of tax
 —  —  —  —  (2.0) —  (2.0)
Payment of dividends to stockholders —  —  —  (208.3) —  —  (208.3)
Equity transaction associated with JCA noncontrolling interest (Note 2)
 —  —  3.1  —  —  —  3.1 
Initial fair value of redeemable noncontrolling interests (Note 2) 499.4  —  —  —  —  —  — 
Investment by redeemable noncontrolling interest (Note 2) 8.1  —  —  —  —  —  — 
Balance, June 30, 2024 $ 504.7  $ 0.7  $ 9.2  $ 5,930.6  $ (1,886.7) $ 0.1  $ 4,053.9 

24
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



Redeemable Noncontrolling Interests Common
Stock		 Additional
Paid-in Capital		 Retained
Earnings		 Accumulated Other
Comprehensive Loss		 Noncontrolling
Interests		 Total Stockholders’
Equity
Balance, December 31, 2023 $ —  $ 0.7  $ 4.1  $ 6,360.0  $ (1,708.1) $ 0.1  $ 4,656.8 
Stock compensation —  —  14.8  —  —  —  14.8 
Issuance of stock awards
 —  —  (12.7) (0.4) —  —  (13.1)
SSARs exercised —  —  (0.1) —  —  —  (0.1)
Comprehensive income (loss):
Net loss
 (1.8) —  —  (199.1) —  —  (199.1)
Other comprehensive income (loss):
Foreign currency translation adjustments
 (1.0) —  —  —  (187.1) —  (187.1)
Defined pension and postretirement benefit plans, net of tax
 —  —  —  —  3.6  —  3.6 
Deferred gains and losses on derivatives, net of tax
 —  —  —  —  4.9  —  4.9 
Payment of dividends to stockholders —  —  —  (229.9) —  —  (229.9)
Equity transaction associated with JCA noncontrolling interest (Note 2)
 —  —  3.1  —  —  —  3.1 
Initial fair value of redeemable noncontrolling interests (Note 2)
 499.4  —  —  —  —  —  — 
Investment by redeemable noncontrolling interest (Note 2) 8.1  —  —  —  —  —  — 
Balance, June 30, 2024 $ 504.7  $ 0.7  $ 9.2  $ 5,930.6  $ (1,886.7) $ 0.1  $ 4,053.9 

25
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    The following table sets forth changes in accumulated other comprehensive loss by component, net of tax, attributed to AGCO Corporation for the six months ended June 30, 2025 (in millions):

Defined Pension and Postretirement Benefit Plans
Deferred Gains and Losses on Derivatives
 Cumulative Translation Adjustment Total
Accumulated other comprehensive loss,
December 31, 2024
 $ (218.8) $ 8.9  $ (1,693.0) $ (1,902.9)
Other comprehensive income before reclassifications
 —  3.1  134.0  137.1 
Net losses (gains) reclassified from accumulated other comprehensive loss
 3.9  (2.9) —  1.0 
Other comprehensive income
 3.9  0.2  134.0  138.1 
Accumulated other comprehensive loss,
June 30, 2025
 $ (214.9) $ 9.1  $ (1,559.0) $ (1,764.8)

    The following tables set forth reclassification adjustments out of accumulated other comprehensive loss by component attributed to AGCO Corporation for the three and six months ended June 30, 2025 and 2024 (in millions):

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, 2025(1)
Three Months Ended June 30, 2024(1)
Derivatives:
Net losses (gains) on foreign currency contracts
 $ (1.4) $ 1.6  Cost of goods sold
Net losses on commodity contracts
 —  0.2  Cost of goods sold
Net gains on treasury rate locks
 (0.2) (0.3)
Interest expense, net
Reclassification before tax (1.6) 1.5 
Income tax expense
 0.4  —  Income tax provision
Reclassification net of tax $ (1.2) $ 1.5 
Defined pension and postretirement benefit plans:
Amortization of net actuarial losses $ 2.2  $ 2.2 
Other expense, net(2)
Amortization of prior service cost 0.5  0.4 
Other expense, net(2)
Reclassification before tax 2.7  2.6 
Income tax benefit
 (0.7) (0.7) Income tax provision
Reclassification net of tax $ 2.0  $ 1.9 
Net losses reclassified from accumulated other comprehensive loss $ 0.8  $ 3.4 
____________________________________
(1)    Losses (Gains) included within the Condensed Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024, respectively.
(2)    These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. Refer to Note 15 for additional information.

26
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



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, 2025(1)
Six Months Ended June 30, 2024(1)
Derivatives:
Net losses (gains) on foreign currency contracts
 $ (3.7) $ 4.2  Cost of goods sold
Net losses on commodity contracts
 —  0.2  Cost of goods sold
Net gains on treasury rate locks
 (0.4) (0.3)
Interest expense, net
Reclassification before tax (4.1) 4.1 
Income tax expense (benefit)
 1.2  (0.3) Income tax provision
Reclassification net of tax $ (2.9) $ 3.8 
Defined pension and postretirement benefit plans:
Amortization of net actuarial losses $ 4.3  $ 4.4 
Other expense, net(2)
Amortization of prior service cost 1.0  0.8 
Other expense, net(2)
Reclassification before tax 5.3  5.2 
Income tax benefit
 (1.4) (1.6) Income tax provision
Reclassification net of tax $ 3.9  $ 3.6 
Net losses reclassified from accumulated other comprehensive loss $ 1.0  $ 7.4 
____________________________________
(1)    Losses (Gains) included within the Condensed Consolidated Statements of Operations for the six months ended June 30, 2025 and 2024, respectively.
(2)    These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. Refer to Note 15 for additional information.

Share Repurchase Program

    In November 2024, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase $22.0 million of shares of its common stock. The Company received approximately 228,969 shares associated with the completion of this transaction as of December 31, 2024. 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. The Company 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 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 six months ended June 30, 2025, the Company did not purchase any shares directly or enter into any accelerated share repurchase agreements.

    As of June 30, 2025, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $35.0 million, which has no expiration date. On July 9, 2025, the Company's Board of Directors authorized a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of the Company's common stock, which has no expiration date.

Dividends

During the three months ended June 30, 2025 and 2024, the Company declared and paid cash dividends of $0.29 and $2.79 per common share, respectively. During the six months ended June 30, 2025 and 2024, the Company declared and paid cash dividends of $0.58 and $3.08 per common share, respectively. The Company paid a special variable dividend of $2.50 per common share during the second quarter of 2024. On July 9, 2025, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per common share to be paid on September 15, 2025, to all stockholders of record as of the close of business on August 15, 2025.
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)




13.    NET INCOME (LOSS) PER COMMON SHARE

    Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period. Diluted net income (loss) per common share assumes the exercise of outstanding stock-settled stock appreciation rights (“SSARs”) and the vesting of restricted stock unit awards (“RSUs”) using the treasury stock method when there is no other circumstance other than the passage of time under which they would not be issued, and the effects of such assumptions are dilutive.

    A reconciliation of net income (loss) attributable to AGCO Corporation and weighted average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share for the three and six months ended June 30, 2025 and 2024 is as follows (in millions, except per share data):

Three Months Ended June 30, Six Months Ended June 30,
2025
2024(1)
 2025
2024(1)
Basic net income (loss) per share:
Net income (loss) attributable to AGCO Corporation
 $ 314.8  $ (367.1) $ 325.3  $ (199.1)
Weighted average number of common shares outstanding 74.6  74.6  74.6  74.6 
Basic net income (loss) per share attributable to AGCO Corporation
 $ 4.22  $ (4.92) $ 4.36  $ (2.67)
Diluted net income (loss) per share:
    
Net income (loss) attributable to AGCO Corporation
 $ 314.8  $ (367.1) $ 325.3  $ (199.1)
Weighted average number of common shares outstanding 74.6  74.6  74.6  74.6 
Dilutive SSARs and RSUs
 —  0.1  —  0.1 
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income (loss) per share
 74.6  74.7  74.6  74.7 
Diluted net income (loss) per share attributable to AGCO Corporation
 $ 4.22  $ (4.92) $ 4.36  $ (2.67)
____________________________________
(1)    As the Company has reported a loss for the three and six months ended June 30, 2024, all potentially dilutive securities are antidilutive, and accordingly, basic net loss per share equals diluted net loss per share.

14.    INCOME TAXES

    The income tax provision (benefit) and effective tax rate for the three and six months ended June 30, 2025 and 2024 are set forth below (in millions, except percentages):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
$
%
$
%
$
%
$
%
Income tax provision (benefit) and effective tax rate
 $ (205.5) (211.2) % $ 41.6  (12.3) % $ (203.5) (212.2) % $ 110.7  (95.4) %

    Our effective tax rate varies from period to period due to the mix of taxable income and losses in the various tax jurisdictions in which we operate. During the three and six months ended June 30, 2025, the Company’s income tax provision included a net tax benefit of $255.2 million related to a legal entity reorganization. During the three and six months ended June 30, 2024, the Brazilian courts confirmed a favorable tax ruling regarding the taxability of certain state value added tax incentive benefits, which allowed the Company to record a $31.7 million reduction in the provision for income taxes.

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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    The Company maintains a valuation allowance to reserve a portion of its net deferred tax assets in the United States and certain foreign jurisdictions. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company regularly assesses the likelihood that its deferred tax assets will be recovered from estimated future taxable income and available tax planning strategies and has determined that all adjustments to the valuation allowances have been deemed appropriate. In making this assessment, all available evidence was considered including the current economic climate, as well as reasonable tax planning strategies. The Company believes it is more likely than not that it will realize its remaining net deferred tax assets, net of the valuation allowance, in future years.

15.    PENSION AND POSTRETIREMENT BENEFIT PLANS

    Net periodic pension and postretirement benefit cost for the Company’s defined pension and postretirement benefit plans for the three and six months ended June 30, 2025 and 2024 are set forth below (in millions):

Three Months Ended June 30, Six Months Ended June 30,
Pension benefits 2025 2024 2025 2024
Service cost $ 1.9  $ 2.1  $ 3.7  $ 4.2 
Interest cost 6.7  6.9  13.3  13.9 
Expected return on plan assets (6.5) (7.7) (12.8) (15.4)
Amortization of net actuarial losses 2.3  2.2  4.4  4.4 
Amortization of prior service cost 0.4  0.4  0.8  0.7 
Net periodic pension cost $ 4.8  $ 3.9  $ 9.4  $ 7.8 

Three Months Ended June 30, Six Months Ended June 30,
Postretirement benefits 2025 2024 2025 2024
Service cost $ —  $ —  $ —  $ 0.1 
Interest cost 0.3  0.4  0.7  0.8 
Amortization of net actuarial losses (0.1) —  (0.1) — 
Amortization of prior service cost 0.1  —  0.2  0.1 
Net periodic postretirement benefit cost $ 0.3  $ 0.4  $ 0.8  $ 1.0 

    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.

    During the six months ended June 30, 2025, the Company made approximately $8.6 million of contributions to its defined pension benefit plans. The Company currently estimates its minimum contributions for 2025 to its defined pension benefit plans will aggregate to approximately $14.9 million.

    During the six months ended June 30, 2025, the Company made approximately $0.9 million of contributions to its postretirement health care and life insurance benefit plans. The Company currently estimates that it will make approximately $1.7 million of contributions to its postretirement health care and life insurance benefit plans during 2025.

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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



16.    FAIR VALUE OF FINANCIAL INSTRUMENTS

    The Company categorizes its assets and liabilities into one of three levels based on the assumptions used in valuing the asset or liability. Estimates of fair value for financial assets and liabilities are based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with this guidance, fair value measurements are classified under the following hierarchy:
•Level 1 - Quoted prices in active markets for identical assets or liabilities.
•Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 - Model-derived valuations in which one or more significant inputs are unobservable.
    The Company categorizes its pension plan assets into one of the three levels of the fair value hierarchy, except for those measured using the net asset value per share (or its equivalent) practical expedient.

    The Company enters into foreign currency, commodity and interest rate swap contracts. The fair values of the Company’s derivative instruments are determined using discounted cash flow valuation models. The significant inputs used in these models are readily available in public markets, or can be derived from observable market transactions, and therefore have been classified as Level 2. Inputs used in these discounted cash flow valuation models for derivative instruments include the applicable exchange rates, forward rates or interest rates. Such models used for option contracts also use implied volatility. Refer to Note 11 for additional information on the Company’s derivative instruments and hedging activities.

    Assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 are summarized below (in millions):

As of June 30, 2025
Level 1 Level 2 Level 3 Total
Derivative assets $ —  $ 11.9  $ —  $ 11.9 
Derivative liabilities —  47.7  —  47.7 
As of December 31, 2024
Level 1 Level 2 Level 3 Total
Derivative assets $ —  $ 46.0  $ —  $ 46.0 
Derivative liabilities —  14.2  —  14.2 

    The carrying amounts of long-term debt under the Company’s 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 June 30, 2025, the estimated fair value of the Company's 0.800% Senior notes due 2028, based on listed market values, was approximately €560.2 million (or approximately $656.4 million), compared to the carrying value of €600.0 million (or approximately $703.0 million). At June 30, 2025, the estimated fair value of the Company's 5.450% senior notes due 2027, based on listed market values, was approximately $405.6 million, compared to the carrying value of $400.0 million. At June 30, 2025, the estimated fair value of the Company's 5.800% senior notes due 2034, based on listed market values, was approximately $711.6 million, compared to the carrying value of $700.0 million. Refer to Note 9 for additional information on the Company’s long-term debt.

30
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



17.    COMMITMENTS AND CONTINGENCIES

Leases

    Lease payment amounts for operating and finance leases with remaining terms greater than one year as of June 30, 2025 and December 31, 2024 were as follows (in millions):

June 30, 2025 December 31, 2024
Operating Leases(1)
 Finance Leases
Operating Leases(1)
 Finance Leases
2025
 $ 29.6  $ 0.3  $ 53.3  $ 0.7 
2026 51.9  0.5  43.9  0.5 
2027 37.0  0.4  29.7  0.4 
2028 29.0  0.3  22.6  0.3 
2029 20.9  0.3  15.2  0.2 
Thereafter 45.4  6.1  42.2  5.5 
Total lease payments 213.8  7.9  206.9  7.6 
Less: imputed interest(2)
 (31.1) (1.9) (34.4) (2.0)
Present value of leased liabilities $ 182.7  $ 6.0  $ 172.5  $ 5.6 
__________________________________
(1)    Operating lease payments include options to extend or terminate at the Company's sole discretion, which are included in the determination of lease term when they are reasonably certain to be exercised.
(2)    Calculated for each lease using either the implicit interest rate or the incremental borrowing rate, when the implicit interest rate is not readily available.

Off-Balance Sheet Arrangements

Guarantees

    At June 30, 2025, the Company had outstanding guarantees issued to its Argentine finance joint venture, AGCO Capital Argentina S.A. (“AGCO Capital”), of approximately $67.4 million. Such guarantees generally obligate the Company to repay outstanding finance obligations owed to AGCO Capital if end users default on such loans to the extent that, due to non-credit risk, the end users are not able, or not required, to pay their loans, or are required to pay in a different currency than the one agreed in their loan. The Company also has obligations to guarantee indebtedness owed to certain of its finance joint ventures if dealers or end users default on loans. Losses under such guarantees historically have been insignificant. The Company believes the credit risk associated with these guarantees is not material.

    In addition, at June 30, 2025, the Company had accrued approximately $13.5 million of outstanding guarantees of residual values that may be owed to its 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 these guarantees is approximately $216.9 million.

Other

    The Company sells a majority of its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint ventures. The Company also sells certain accounts receivable under factoring arrangements to financial institutions around the world. The Company accounts for the sale of such receivables as off-balance sheet transactions. Refer to Note 4 for discussion of the Company’s accounts receivable sales agreements.


31
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



Contingencies

    The Company is a party to various other legal claims and actions incidental to its business. The Company believes that none of these claims or actions, either individually or in the aggregate, are material to its business or financial statements as a whole, including its results of operations and financial condition.

18.    REVENUE

Contract Liabilities

    Contract liabilities relate to the following: (1) unrecognized revenues where payment of consideration precedes the Company’s performance with respect to extended warranty and maintenance contracts and where the performance obligation is satisfied over time, (2) unrecognized revenues where payment of consideration precedes the Company’s performance with respect to precision agriculture technology services and where the performance obligation is satisfied over time and (3) unrecognized revenues where payment of consideration precedes the Company’s performance with respect to certain grain storage and protein production systems and where the performance obligation is satisfied over time. The Company divested the majority of its Grain & Protein (“G&P”) business on November 1, 2024.

    Significant changes in the balance of contract liabilities for the three and six months ended June 30, 2025 and 2024 were as follows (in millions):
Three Months Ended June 30,
2025 2024
Balance at beginning of period $ 359.8  $ 321.5 
Acquisitions
 —  21.0 
Advance consideration received 57.9  53.5 
Revenue recognized during the period for extended warranty contracts, maintenance services and technology services (57.1) (45.0)
Revenue recognized during the period related to grain storage and protein production systems (0.5) (7.5)
Reclassified to held for sale(1)
 —  (10.5)
Foreign currency translation 17.6  (1.3)
Balance at June 30 $ 377.7  $ 331.7 

Six Months Ended June 30,
2025 2024
Balance at beginning of period $ 341.5  $ 310.7 
Acquisitions
 —  21.0 
Advance consideration received 105.5  106.0 
Revenue recognized during the period for extended warranty contracts, maintenance services and technology services (94.8) (77.2)
Revenue recognized during the period related to grain storage and protein production systems (0.9) (12.2)
Reclassified to held for sale(1)
 —  (10.5)
Foreign currency translation 26.4  (6.1)
Balance at June 30 $ 377.7  $ 331.7 
__________________________________
(1)    Reclassification resulting from the Company's classification of the majority of the G&P business as held for sale as of June 30, 2024. The Company divested the majority of its G&P business on November 1, 2024. 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 six months ended June 30, 2025, the Company recognized approximately $51.0 million and $86.5 million of revenue that was recorded as a contract liability at the beginning of 2025.
32
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



During the three and six months ended June 30, 2024, the Company recognized approximately $38.1 million and $71.3 million of revenue that was recorded as a contract liability at the beginning of 2024.

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 June 30, 2025 are $81.7 million for the remainder of 2025, $134.1 million in 2026, $88.3 million in 2027, $43.2 million in 2028 and $21.8 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.

Disaggregated Revenue

    Net sales for the three months ended June 30, 2025 disaggregated by primary geographical markets and major products consisted of the following (in millions):

North America
 South America
Europe/Middle East
Asia/Pacific/Africa
 Consolidated
Primary geographical markets:
United States $ 302.5  $ —  $ —  $ —  $ 302.5 
Canada 91.4  —  —  —  91.4 
Brazil —  222.8  —  —  222.8 
Other South America —  78.8  —  —  78.8 
Germany —  —  465.6  —  465.6 
France —  —  316.5  —  316.5 
United Kingdom and Ireland —  —  144.2  —  144.2 
Finland and Scandinavia —  —  211.2  —  211.2 
Italy —  —  108.3  —  108.3 
Other Europe —  —  441.1  —  441.1 
Middle East and Algeria —  —  88.0  —  88.0 
Africa —  —  —  29.4  29.4 
Asia —  —  —  50.6  50.6 
Australia and New Zealand —  —  —  55.8  55.8 
Mexico, Central America and Caribbean 27.0  1.8  —  —  28.8 
$ 420.9  $ 303.4  $ 1,774.9  $ 135.8  $ 2,635.0 
Major products:
Tractors $ 153.7  $ 195.4  $ 1,259.2  $ 89.9  $ 1,698.2 
Replacement parts 111.1  39.2  327.9  24.2  502.4 
Grain storage and protein production systems —  —  —  0.2  0.2 
Combines, application equipment and other machinery 156.1  68.8  187.8  21.5  434.2 
$ 420.9  $ 303.4  $ 1,774.9  $ 135.8  $ 2,635.0 
33
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    Net sales for the three months ended June 30, 2024 disaggregated by primary geographical markets and major products consisted of the following (in millions):

North America(1)
South America
Europe/Middle East(1)
Asia/Pacific/Africa(1)
Total Segments
Other(2)
Consolidated
Primary geographical markets:
United States $ 471.0  $ —  $ —  $ —  $ 471.0  $ 178.2  $ 649.2 
Canada 124.2  —  —  —  124.2  27.7  151.9 
Brazil —  228.9  —  —  228.9  27.3  256.2 
Other South America —  84.1  —  —  84.1  4.5  88.6 
Germany —  —  546.9  —  546.9  2.4  549.3 
France —  —  390.5  —  390.5  2.8  393.3 
United Kingdom and Ireland —  —  128.6  —  128.6  1.7  130.3 
Finland and Scandinavia —  —  198.3  —  198.3  3.4  201.7 
Italy —  —  95.0  —  95.0  7.8  102.8 
Other Europe —  —  399.5  —  399.5  14.3  413.8 
Middle East and Algeria —  —  110.8  —  110.8  1.0  111.8 
Africa —  —  —  20.7  20.7  2.0  22.7 
Asia —  —  —  52.9  52.9  9.4  62.3 
Australia and New Zealand —  —  —  69.9  69.9  2.1  72.0 
Mexico, Central America and Caribbean 31.9  2.9  —  —  34.8  5.9  40.7 
$ 627.2  $ 315.9  $ 1,869.5  $ 143.5  $ 2,956.1  $ 290.5  $ 3,246.6 
Major products:
Tractors $ 226.9  $ 207.2  $ 1,365.0  $ 83.8  $ 1,882.9  $ —  $ 1,882.9 
Replacement parts 117.7  39.6  307.2  23.5  488.0  —  488.0 
Grain storage and protein production systems —  —  —  5.6  5.6  290.5  296.1 
Combines, application equipment and other machinery 282.6  69.1  197.4  30.5  579.6  —  579.6 
$ 627.2  $ 315.9  $ 1,869.5  $ 143.5  $ 2,956.1  $ 290.5  $ 3,246.6 
____________________________________
(1)    Rounding may impact summation of amounts.
(2)    “Other” represents the results for the three months ended June 30, 2024 for the majority of the Company’s G&P business which was divested on November 1, 2024. The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.
34
Table of Contents
Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    Net sales for the six months ended June 30, 2025 disaggregated by primary geographical markets and major products consisted of the following (in millions):

North America South America Europe/Middle East Asia/Pacific/Africa Consolidated
Primary geographical markets:
United States $ 595.3  $ —  $ —  $ —  $ 595.3 
Canada 168.1  —  —  —  168.1 
Brazil —  392.1  —  —  392.1 
Other South America —  136.5  —  —  136.5 
Germany —  —  759.5  —  759.5 
France —  —  587.2  —  587.2 
United Kingdom and Ireland —  —  252.2  —  252.2 
Finland and Scandinavia —  —  383.1  —  383.1 
Italy —  —  174.2  —  174.2 
Other Europe —  —  787.9  —  787.9 
Middle East and Algeria —  —  161.3  —  161.3 
Africa —  —  —  44.7  44.7 
Asia —  —  —  83.7  83.7 
Australia and New Zealand —  —  —  101.9  101.9 
Mexico, Central America and Caribbean 53.1  4.7  —  —  57.8 
$ 816.5  $ 533.3  $ 3,105.4  $ 230.3  $ 4,685.5 
Major products:
Tractors $ 294.7  $ 344.2  $ 2,169.5  $ 143.9  $ 2,952.3 
Replacement parts 199.5  76.4  612.2  46.9  935.0 
Grain storage and protein production systems —  —  —  1.1  1.1 
Combines, application equipment and other machinery 322.3  112.7  323.7  38.4  797.1 
$ 816.5  $ 533.3  $ 3,105.4  $ 230.3  $ 4,685.5 



35
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    Net sales for the six months ended June 30, 2024 disaggregated by primary geographical markets and major products consisted of the following (in millions):

North America(1)
South America
Europe/Middle East(1)
Asia/Pacific/Africa(1)
Total Segments
Other(2)
Consolidated
Primary geographical markets:
United States $ 953.5  $ —  $ —  $ —  $ 953.5  $ 294.5  $ 1,248.0 
Canada 215.4  —  —  —  215.4  36.4  251.8 
Brazil —  433.6  —  —  433.6  52.2  485.8 
Other South America —  150.5  —  —  150.5  9.3  159.8 
Germany —  —  1,052.3  —  1,052.3  8.3  1,060.6 
France —  —  714.4  —  714.4  3.8  718.2 
United Kingdom and Ireland —  —  266.3  —  266.3  2.4  268.7 
Finland and Scandinavia —  —  360.3  —  360.3  4.5  364.8 
Italy —  —  159.6  —  159.6  12.5  172.1 
Other Europe —  —  752.2  —  752.2  22.2  774.4 
Middle East and Algeria —  —  271.4  —  271.4  1.8  273.2 
Africa —  —  —  39.5  39.5  6.6  46.1 
Asia —  —  —  113.3  113.3  23.6  136.9 
Australia and New Zealand —  —  —  138.3  138.3  2.4  140.7 
Mexico, Central America and Caribbean 59.3  4.8  —  —  64.1  10.1  74.2 
$ 1,228.3  $ 588.9  $ 3,576.4  $ 291.1  $ 5,684.7  $ 490.6  $ 6,175.3 
Major products:
Tractors $ 479.6  $ 380.1  $ 2,625.7  $ 174.7  $ 3,660.1  $ —  $ 3,660.1 
Replacement parts 211.7  78.7  584.9  46.4  921.7  —  921.7 
Grain storage and protein production systems —  —  —  10.7  10.7  490.6  501.3 
Combines, application equipment and other machinery 537.0  130.1  365.9  59.2  1,092.2  —  1,092.2 
$ 1,228.3  $ 588.9  $ 3,576.4  $ 291.1  $ 5,684.7  $ 490.6  $ 6,175.3 
____________________________________
(1)    Rounding may impact summation of amounts.
(2)    “Other” represents the results for the six months ended June 30, 2024 for the majority of the Company’s G&P business which was divested on November 1, 2024. The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.
36
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)




19.    SEGMENT REPORTING

    The Company has four operating segments which 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’s Chief Operating Decision Maker (“CODM”), Eric P. Hansotia, Chairman of the Board, President and Chief Executive Officer, evaluates segment performance primarily based on income from operations. The CODM utilizes income from operations to evaluate each segment’s performance including the allocation of resources. 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 (loss) from operations for one segment may not be comparable to another segment. Segment results for the three and six months ended June 30, 2025 and 2024 and assets as of June 30, 2025 and December 31, 2024 based on the Company’s reportable segments are as follows (in millions):

Three Months Ended
June 30,
 North America South America Europe/Middle East Asia/Pacific/Africa Total Segments
Other(1)
Total
2025
Net sales $ 420.9  $ 303.4  $ 1,774.9  $ 135.8  $ 2,635.0  $ —  $ 2,635.0 
Cost of goods sold
 327.3  243.8  1,299.3  106.0  1,976.4  —  1,976.4 
Selling, general and administrative expenses
 80.6  29.8  140.1  17.9  268.4  —  268.4 
Engineering expenses
 35.1  6.0  74.2  2.5  117.8  —  117.8 
Income (loss) from operations $ (22.1) $ 23.8  $ 261.3  $ 9.4  $ 272.4  $ —  $ 272.4 
Depreciation $ 14.0  $ 8.1  $ 38.9  $ 3.1  $ 64.1  $ —  $ 64.1 
Capital expenditures 10.3  4.0  27.2  0.7  42.2  —  42.2 
2024
Net sales(2)
 $ 627.2  $ 315.9  $ 1,869.5  $ 143.5  $ 2,956.1  $ 290.5  $ 3,246.6 
Cost of goods sold
 468.9  265.5  1,350.6  110.4  2,195.4  213.7  2,409.1 
Selling, general and administrative expenses
 84.6  31.4  145.4  19.5  280.9  28.6  309.5 
Engineering expenses
 37.5  12.6  77.9  3.2  131.2  6.6  137.8 
Income from operations(3)
 $ 36.2  $ 6.4  $ 295.6  $ 10.4  $ 348.6  $ 41.6  $ 390.2 
Depreciation $ 15.1  $ 9.1  $ 33.0  $ 4.6  61.8  $ 3.4  $ 65.2 
Capital expenditures 17.0  8.0  70.2  1.3  96.5  1.5  98.0 
____________________________________
(1)    “Other” represents the results for the three months ended June 30, 2024 for the majority of the Company’s Grain & Protein (“G&P”) business which was divested on November 1, 2024. The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.
(2)    Of the $290.5 million of the net sales of the divested G&P business recast to “Other”, $210.6 million, $33.0 million, $33.4 million and $13.5 million were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments, respectively.
(3)    Of the $41.6 million of the income (loss) from operations of the divested G&P business recast to “Other”, $40.5 million, $6.2 million, $(7.1) million and $2.0 million were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments, respectively.
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



Six Months Ended
June 30,
 North America South America Europe/Middle East Asia/Pacific/Africa Total Segments
Other(1)
Total
2025
Net sales $ 816.5  $ 533.3  $ 3,105.4  $ 230.3  $ 4,685.5  $ —  $ 4,685.5 
Cost of goods sold
 622.9  429.0  2,270.1  184.3  3,506.3  —  3,506.3 
Selling, general and administrative expenses
 167.2  62.1  275.3  34.4  539.0  —  539.0 
Engineering expenses
 68.3  16.3  144.3  4.9  233.8  —  233.8 
Income (loss) from operations
 $ (41.9) $ 25.9  $ 415.7  $ 6.7  $ 406.4  $ —  $ 406.4 
Depreciation $ 29.2  $ 16.0  $ 74.0  $ 5.4  $ 124.6  $ —  $ 124.6 
Capital expenditures 16.6  10.6  61.6  1.6  90.4  —  90.4 
2024
Net sales(2)
 $ 1,228.3  $ 588.9  $ 3,576.4  $ 291.1  $ 5,684.7  $ 490.6  $ 6,175.3 
Cost of goods sold
 927.1  489.6  2,550.4  228.3  4,195.4  372.6  4,568.0 
Selling, general and administrative expenses
 166.1  53.8  283.1  37.7  540.7  58.2  598.9 
Engineering expenses
 70.5  27.1  152.2  5.6  255.4  13.3  268.7 
Income from operations(3)
 $ 64.6  $ 18.4  $ 590.7  $ 19.5  $ 693.2  $ 46.5  $ 739.7 
Depreciation $ 29.9  $ 18.0  $ 65.1  $ 8.6  $ 121.6  $ 6.9  $ 128.5 
Capital expenditures 33.3  23.1  131.1  1.9  189.4  3.6  193.0 
Assets
As of June 30, 2025
 $ 1,524.9  $ 1,046.3  $ 3,187.7  $ 713.9  $ 6,472.8  $ —  $ 6,472.8 
As of December 31, 2024 1,527.9  946.9  2,841.4  697.7  6,013.9  —  6,013.9 
____________________________________
(1)    “Other” represents the results for the six months ended June 30, 2024 for the majority of the Company’s G&P business which was divested on November 1, 2024. The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.
(2)    Of the $490.6 million of the net sales of the divested G&P business recast to “Other”, $339.1 million, $63.4 million, $55.5 million and $32.6 million were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments, respectively.
(3)    Of the $46.5 million of the income (loss) from operations of the divested G&P business recast to “Other”, $54.5 million, $10.4 million, $(19.3) million and $0.9 million were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments, respectively.
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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



    A reconciliation from the segment information to the consolidated balances for income (loss) from operations is set forth below (in millions):

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Segment income from operations $ 272.4  $ 348.6  $ 406.4  $ 693.2 
Other(1)
 —  41.6  —  46.5 
Impairment charges (6.8) (5.1) (7.9) (5.1)
Loss on sale of business
 (12.3) (494.6) (12.3) (494.6)
Corporate expenses (47.7) (62.9) (95.8) (115.9)
Amortization of intangibles (15.7) (31.7) (31.0) (45.6)
Stock compensation expense (10.3) (7.4) (17.4) (15.4)
Restructuring and business optimization expenses
 (15.6) (30.2) (28.6) (31.2)
Consolidated income (loss) from operations
 $ 164.0  $ (241.7) $ 213.4  $ 31.9 
____________________________________
(1)    “Other” represents the results for the three and six months ended June 30, 2024 for the majority of the Company’s G&P business which was divested on November 1, 2024. The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.

20.    RELATED PARTY TRANSACTIONS

    The Company has a minority equity interest in Tractors and Farm Equipment Limited (“TAFE”). As of June 30, 2025 the Company entered into several agreements with TAFE, including the ones described further below among others, to resolve all outstanding disputes and other matters related to the commercial relationship between AGCO and TAFE as well as TAFE's shareholding in AGCO, ownership and use of the Massey Ferguson brand in India and certain other countries, and other key governance issues between the parties. Specifically as it relates to AGCO's shareholding in TAFE, the Company and TAFE entered into a Buyback Agreement (the “Buyback Agreement”) pursuant to which TAFE will repurchase the Company’s remaining shareholdings in TAFE for an aggregate amount of $260 million. Generally, the substantive provisions of the agreements are not effective until funds and shares have been deposited in escrow in connection with the closing of the Buyback Agreement, and to accommodate the ultimate effectiveness of the agreements, on July 7, 2025, the Company and TAFE entered into a fourth amendment (the “Amendment”) to the Amended and Restated Letter Agreement dated as of April 24, 2019, between AGCO and TAFE, as amended by Amendment No. 1, dated as of April 24, 2024, Amendment No. 2, dated as of April 23, 2025 and Amendment No. 3., dated as of June 25, 2025 (the “Existing Agreement”, and together with the Amendment, the “Letter Agreement”), which extended the expiration of the Letter Agreement until November 28, 2025 or until the funds and shares have been deposited in escrow in connection with the Buyback Agreement, whichever comes first.

Settlement Agreements

    On June 30, 2025, the Company and TAFE entered into an Arbitrations Settlement Agreement and an India Litigation Settlement Agreement (collectively, the “Settlement Agreements”) pursuant to which the parties agreed to resolve claims arising from the Company’s termination of various commercial and brand agreements with TAFE and related arbitrations and litigation. Under the Settlement Agreements, the parties agreed to mutually release any and all claims against one another.

Intellectual Property Agreement

    On June 30, 2025, the Company and TAFE entered into an Intellectual Property Agreement (the “Intellectual Property Agreement”) pursuant to which TAFE will take ownership of the Massey Ferguson brand in India, Nepal and Bhutan, having previously been a brand licensee for over 60 years, and the Company will retain certain protective rights, including rights of first refusal upon a proposed transfer of these intellectual property assets. The Intellectual Property Agreement also provides for certain customary confidentiality provisions.


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Notes to Condensed Consolidated Financial Statements - Continued
(unaudited)



Buyback Agreement

    On June 30, 2025, the Company and TAFE entered into a Buyback Agreement (the “Buyback Agreement”) pursuant to which TAFE will repurchase the Company’s remaining shareholdings in TAFE for an aggregate amount of $260 million.

Cooperation Agreement

    On June 30, 2025, the Company and TAFE entered into a Cooperation Agreement (the “Cooperation Agreement”) pursuant to which TAFE agreed to standstill provisions with respect to its actions with regard to the Company, including the limitation on TAFE purchasing additional shares of the Company that would increase its holdings above its current percentage of outstanding shares, the requirement to vote its shares of the Company in accordance with recommendations from the Company’s Board of Directors and not engaging in future public stockholder activism. The standstill provisions do not expire. TAFE retained the discretion to vote independently on any publicly-announced proposals related to an Extraordinary Transaction (as defined in the Cooperation Agreement). The Cooperation Agreement releases TAFE from the restriction on purchasing shares in the Company following certain events such as (i) the Company’s public announcement of a possible sale of the Company, (ii) any person commencing a Board-approved public tender to acquire the Company, (iii) certain persons (other than TAFE) acquiring 12.5% or more of the Company’s outstanding shares, (iv) any person commencing a Qualified Tender Offer (as defined in the Cooperation Agreement), (v) any person commencing a public tender offer by filing a Schedule TO, or (vi) any person publicly announcing its intention to commence a public tender offer or makes a public offer. TAFE also agreed to participate pro rata in the Company’s share repurchase programs as authorized by the Company’s Board of Directors from time to time, but retains the right to maintain its current percentage level of beneficial ownership of the Company’s Common Stock.

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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, tariffs 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.

    The recent announcements of significant trade policy and tariff actions by the U.S. government, including but not limited to tariffs on imported steel and aluminum products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, announced trade deal between the United States and European Union of baseline tariffs on certain imports from the European Union, and baseline tariffs on most imports from most other countries, are creating significant uncertainty and potential risks for our business. These announcements in some cases were followed by delays and changes in implementation, and the ultimate tariff structures are unclear at the current time. Depending upon which countries are impacted, increases in tariffs can increase both the costs of the inputs that we use in manufacturing products and increase the after-tariff sales prices of the products that we sell. The impacts of the tariffs may be partially mitigated as a majority of our sales and manufacturing takes place outside the United States. Additionally, these tariffs will increase the cost of certain raw materials and components, impacting our cost of goods sold. While we are actively exploring opportunities to mitigate these increased costs, there can be no guarantee that we will be able to fully offset the impact of these tariffs. Furthermore, the imposition of retaliatory tariffs from other countries on our exported products could negatively affect our sales and marketplace access in those countries. Moreover, the uncertainty of the tariff changes and any future trade policy changes has adversely impacted, and is expected to continue to adversely impact, our sales.
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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 set forth the percentage relationship to net sales of certain items included in our Condensed Consolidated Statements of Operations (in millions, except percentages):

Three Months Ended June 30,
2025 2024
$
% of Net Sales(1)
 $
% of Net Sales(1)
Net sales $ 2,635.0  100.0  % $ 3,246.6  100.0  %
Cost of goods sold 1,976.4  75.0  2,409.1  74.2 
Gross profit 658.6  25.0  837.5  25.8 
Selling, general and administrative expenses 326.4  12.4  379.8  11.7 
Engineering expenses 117.8  4.5  137.8  4.2 
Amortization of intangibles 15.7  0.6  31.7  1.0 
Impairment charges 6.8  0.3  5.1  0.1 
Restructuring and business optimization expenses
 15.6  0.6  30.2  0.9 
Loss on sale of business
 12.3  0.5  494.6  15.2 
Income (loss) from operations
 164.0  6.2  (241.7) (7.4)
Interest expense, net 17.8  0.7  29.9  0.9 
Other expense, net 48.9  1.9  65.3  2.0 
Income (loss) before income taxes and equity in net earnings of affiliates
 97.3  3.7  (336.9) (10.4)
Income tax provision (benefit)
 (205.5) (7.8) 41.6  1.3 
Income (loss) before equity in net earnings of affiliates
 302.8  11.5  (378.5) (11.7)
Equity in net earnings of affiliates 11.6  0.4  9.6  0.3 
Net income (loss)
 314.4  11.9  (368.9) (11.4)
Net loss attributable to noncontrolling interests
 0.4  —  1.8  0.1 
Net income (loss) attributable to AGCO Corporation
 $ 314.8  11.9  % $ (367.1) (11.3) %
___________________________________
(1)    Rounding may impact summation of amounts.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Six Months Ended June 30,
2025 2024
$
% of Net Sales(1)
 $
% of Net Sales(1)
Net sales $ 4,685.5  100.0  % $ 6,175.3  100.0  %
Cost of goods sold 3,506.3  74.8  4,568.0  74.0 
Gross profit 1,179.2  25.2  1,607.3  26.0 
Selling, general and administrative expenses 652.2  13.9  730.2  11.8 
Engineering expenses 233.8  5.0  268.7  4.4 
Amortization of intangibles 31.0  0.7  45.6  0.7 
Impairment charges 7.9  0.2  5.1  0.1 
Restructuring and business optimization expenses 28.6  0.6  31.2  0.5 
Loss on sale of business
 12.3  0.3  494.6  8.0 
Income from operations 213.4  4.6  31.9  0.5 
Interest expense, net 36.3  0.8  31.8  0.5 
Other expense, net 81.2  1.7  116.1  1.9 
Income (loss) before income taxes and equity in net earnings of affiliates 95.9  2.0  (116.0) (1.9)
Income tax provision (benefit)
 (203.5) (4.3) 110.7  1.8 
Income (loss) before equity in net earnings of affiliates 299.4  6.4  (226.7) (3.7)
Equity in net earnings of affiliates 23.7  0.5  25.8  0.4 
Net income (loss) 323.1  6.9  (200.9) (3.3)
Net loss attributable to noncontrolling interests 2.2  —  1.8  — 
Net income (loss) attributable to AGCO Corporation
 $ 325.3  6.9  % $ (199.1) (3.2) %
___________________________________
(1)    Rounding may impact summation of amounts.

    Net income (loss) attributable to AGCO Corporation for the three months ended June 30, 2025, was $314.8 million, or $4.22 per diluted share, compared to $(367.1) million or $(4.92) per diluted share, for the three months ended June 30, 2024. Net income (loss) attributable to AGCO Corporation for the six months ended June 30, 2025, was $325.3 million, or $4.36 per diluted share, compared to $(199.1) million or $(2.67) per diluted share, for the six months ended June 30, 2024.

    Net sales during the three months ended June 30, 2025 were approximately $2,635.0 million, or 18.8% lower than the three months ended June 30, 2024, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand and the divestiture of the majority of the Company's G&P business on November 1, 2024, partially offset by favorable currency impacts. Income (loss) from operations was $164.0 million for the three months ended June 30, 2025 compared to $(241.7) million in the three months ended June 30, 2024. The increase in income from operations during 2025 was primarily the result of decreases in engineering expenses, restructuring and business optimization expenses and selling, general and administrative expenses (“SG&A expenses”) primarily related to lower compensation and transaction costs, partially offset by lower sales and production volumes reflecting weak industry conditions and higher warranty costs. Additionally, as of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of $494.6 million during the three months ended June 30, 2024.

Net sales during the six months ended June 30, 2025 were approximately $4,685.5 million, or 24.1% lower than the six months ended June 30, 2024, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand and the divestiture of the majority of the Company's G&P business on November 1, 2024, partially offset by favorable currency impacts. Income from operations was $213.4 million for the six months ended June 30, 2025 compared to $31.9 million in the six months ended June 30, 2024. The increase in income from operations during 2025 was primarily the result of decreases in engineering expenses and SG&A expenses primarily related to lower compensation and transaction costs, partially offset by lower sales and production volumes reflecting weak industry conditions.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Additionally, as of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of $494.6 million during the six months ended June 30, 2024.

    We estimate that worldwide average price increases (decreases) were approximately 0.1% and (1.9)% for the three months ended June 30, 2025 and 2024, respectively, and 0.0% and (0.6)% for the six months ended June 30, 2025 and 2024, respectively. Consolidated net sales of tractors and combines, which comprised approximately 68.0% and 66.1% of our net sales for the three and six months ended June 30, 2025, decreased approximately 10.3% and 19.9% compared to the same periods in 2024. Unit sales of tractors and combines decreased approximately 7.2% and 12.2% during the three and six months ended June 30, 2025 compared to the same periods in 2024. The primary driver of the decrease in unit sales was lower sales of tractors and combines. The difference between the unit sales change and the change in net sales was primarily the result of sales mix changes.

    Overall, global production hours, excluding hours related to the Company's G&P business which was divested on November 1, 2024, decreased approximately 15.6% and 24.4% during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, reflecting our response to lower end market demand.

Results of Operations

    Gross profit as a percentage of net sales decreased during the three and six months ended June 30, 2025 compared to the same periods in 2024, primarily due to lower production volumes.

    SG&A expenses, as a percentage of net sales, were higher during the three and six months ended June 30, 2025 compared to the same periods in 2024 as net sales decreased at a faster rate than SG&A expenses. The absolute level of SG&A expenses decreased during the three and six months ended June 30, 2025 due to lower compensation costs and lower transaction costs related to the divestiture of the majority of the Company's G&P business and the PTx Trimble joint venture transaction. We recorded $10.3 million and $17.4 million of stock compensation expense within SG&A expenses during the three and six months ended June 30, 2025, respectively, compared to $7.4 million and $15.4 million during the same periods in 2024.

    Engineering expenses, as a percentage of net sales, were higher during the three and six months ended June 30, 2025 compared to the same periods in 2024 as net sales decreased at a faster rate than engineering expenses. The absolute value of engineering expenses decreased during the three and six months ended June 30, 2025 primarily due to lower investment, partially offset by increased engineering expenses related to the PTx Trimble joint venture.

    We recorded impairment charges of $6.8 million and $7.9 million during the three and six months ended June 30, 2025, respectively, compared to $5.1 million recorded during the three and six months ended June 30, 2024, related to the impairment of certain other assets.

    We recorded restructuring and business optimization expenses of $15.6 million and $28.6 million during the three and six months ended June 30, 2025, respectively, compared to $30.2 million and $31.2 million during the same periods in 2024. The Company is focused on operational efficiencies to build a more resilient business. On June 24, 2024, the Company announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry. The initial phase of the Program is focused on further reducing structural costs, streamlining the Company’s workforce and enhancing global efficiencies related to changing the Company’s operating model for certain corporate and back-office functions and better leveraging technology and global centers of excellence. The Company estimates that it will incur charges for one-time termination benefits of approximately $150.0 million to $200.0 million in connection with this phase of the Program, primarily consisting of cash charges related to severance payments, employees benefits and related costs. The Company incurred the majority of charges in 2024 and expects to incur the remaining charges in 2025. The restructuring expenses recorded during the three and six months ended June 30, 2025 and 2024 primarily related to severance, business optimization and other related costs associated with the Company's Program. Refer to Note 10 of our Condensed Consolidated Financial Statements for further information.

We recorded a loss on sale of business of $12.3 million during the three and six months ended June 30, 2025 related to the finalization of the preliminary working capital and other adjustments related to the sale of the majority of the Company's G&P business. As of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of $494.6 million during the three and six months ended June 30, 2024.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Refer to Note 3 of our Condensed Consolidated Financial Statements for further information.

    Interest expense, net was $17.8 million for the three months ended June 30, 2025, compared to $29.9 million for the comparable period in 2024, resulting primarily from a decrease in interest expense resulting from the Company's repayment of the Term Loan Facility on November 1, 2024. Interest expense, net was $36.3 million for the six months ended June 30, 2025, compared to $31.8 million for the comparable period in 2024, resulting primarily from lower interest income. Refer to “Liquidity and Capital Resources” for further information on our available funding.

    Other expense, net was $48.9 million and $81.2 million for the three and six months ended June 30, 2025, respectively, compared to $65.3 million and $116.1 million for the comparable periods in 2024. The decreases were driven by a decrease in foreign currency exchange losses which were approximately $28.6 million and $42.2 million, respectively, for the three and six months ended June 30, 2025, compared to $26.7 million and $49.6 million for the comparable periods in 2024. Losses on sales of receivables, primarily related to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and Brazil and included in “Other expense, net,” were approximately $19.8 million and $38.7 million, respectively, for the three and six months ended June 30, 2025, compared to $35.9 million and $63.8 million for the comparable periods in 2024. During the six months ended June 30, 2024, the Company recorded the final business interruption insurance recovery related to the 2022 cyber attack of $5.0 million.

    We recorded an income tax provision (benefit) of $(205.5) million and $(203.5) million for the three and six months ended June 30, 2025, respectively, compared to $41.6 million and $110.7 million for the three and six months ended June 30, 2024. Our effective tax rate varies from period to period due to the mix of taxable income and losses in the various tax jurisdictions in which we operate. During the three and six months ended June 30, 2025, the Company’s income tax provision included a net tax benefit of $255.2 million related to a legal entity reorganization. Based on a favorable tax ruling in Brazil regarding the taxability of certain state value added tax incentive benefits, the Company recorded a $31.7 million reduction in the provision for income taxes during the three and six months ended June 30, 2024.

    Equity in net earnings of affiliates, which is primarily comprised of income from our AGCO Finance joint ventures, was $11.6 million and $23.7 million for the three months and six ended June 30, 2025 compared to $9.6 million and $25.8 million for the three and six months ended June 30, 2024.

    The Company recorded a net loss attributable to noncontrolling interests of $0.4 million and $2.2 million during the three and six months ended June 30, 2025, respectively, compared to $1.8 million recorded during the three and six months ended June 30, 2024. The net loss primarily relates to the noncontrolling interests of the PTx Trimble joint venture held by Trimble, which owns a 15% interest in the joint venture.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Results of Operations - Segment Information

    The Company has four operating segments which are also its reportable segments which consist of the Europe/Middle East (“EME”), North America, South America and Asia/Pacific/Africa (“APA”) 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 charged to each segment based on the region and division where the expenses are incurred. As a result, the components of income (loss) from operations for one segment may not be comparable to another segment.

    The following tables set forth, for the three and six months ended June 30, 2025, the impact to net sales of currency translation by geographical segment (in millions, except percentages):

Three Months Ended June 30, Change Change Due to Currency Translation
2025 2024 $ % $ %
Europe/Middle East $ 1,774.9  $ 1,869.5  $ (94.6) (5.1) % $ 113.9  6.1  %
North America 420.9  627.2  (206.3) (32.9) % (4.4) (0.7) %
South America 303.4  315.9  (12.5) (4.0) % 2.2  0.7  %
Asia/Pacific/Africa 135.8  143.5  (7.7) (5.4) % 0.7  0.5  %
Total Segments
 2,635.0  2,956.1  (321.1) (10.9) % 112.4  3.8  %
Other(1)
 —  290.5  (290.5) (100.0) % —  —  %
$ 2,635.0  $ 3,246.6  $ (611.6) (18.8) % $ 112.4  3.5  %
__________________________________
(1)    “Other” represents the results for the three months ended June 30, 2024 for the majority of the Company’s Grain & Protein (“G&P”) business which was divested on November 1, 2024. The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)

Six Months Ended June 30, Change Change Due to Currency Translation
2025 2024 $ % $ %
Europe/Middle East $ 3,105.4  $ 3,576.4  $ (471.0) (13.2) % $ 88.6  2.5  %
North America 816.5  1,228.3  (411.8) (33.5) % (14.0) (1.1) %
South America 533.3  588.9  (55.6) (9.4) % (29.4) (5.0) %
Asia/Pacific/Africa 230.3  291.1  (60.8) (20.9) % (2.1) (0.7) %
Total Segments
 4,685.5  5,684.7  (999.2) (17.6) % 43.1  0.8  %
Other(1)
 —  490.6  (490.6) (100.0) % —  —  %
$ 4,685.5  $ 6,175.3  $ (1,489.8) (24.1) % $ 43.1  0.7  %
__________________________________
(1)    “Other” represents the results for the six months ended June 30, 2024 for the majority of the Company’s G&P business which was divested on November 1, 2024. The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.

EME

Three Months Ended
June 30,
 Change
Six Months Ended
June 30,
 Change
2025 2024 $ 2025 2024 $
Net sales
 $ 1,774.9  $ 1,869.5  $ (94.6) $ 3,105.4  $ 3,576.4  $ (471.0)
Income from operations
 261.3  295.6  (34.3) 415.7  590.7  (175.0)

    Net sales in EME decreased in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors and combines, partially offset by favorable foreign currency translation. Income from operations decreased by $34.3 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as a result of lower sales and production volumes and higher warranty costs.

    Net sales in EME decreased in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower and mid-range tractors and combines, partially offset by favorable foreign currency translation. Income from operations decreased by $175.0 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as a result of lower sales and production volumes and higher warranty costs.

North America

Three Months Ended
June 30,
 Change
Six Months Ended
June 30,
 Change
2025 2024 $ 2025 2024 $
Net sales
 $ 420.9  $ 627.2  $ (206.3) $ 816.5  $ 1,228.3  $ (411.8)
Income (loss) from operations
 (22.1) 36.2  (58.3) (41.9) 64.6  (106.5)

    Net sales in North America decreased in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors, sprayers and hay tools. Income (loss) from operations decreased by $58.3 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as a result of lower sales and production volumes.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
    Net sales in North America decreased in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors, sprayers and hay tools. Income (loss) from operations decreased by $106.5 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as a result of lower sales and production volumes.

South America

Three Months Ended
June 30,
 Change
Six Months Ended
June 30,
 Change
2025 2024 $ 2025 2024 $
Net sales
 $ 303.4  $ 315.9  $ (12.5) $ 533.3  $ 588.9  $ (55.6)
Income from operations
 23.8  6.4  17.4  25.9  18.4  7.5 

    Net sales decreased in South America in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to sales declines, most significantly in tractors, sprayers and implements, and negative pricing impacts. Income from operations increased $17.4 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, as a result of improved product mix and lower manufacturing costs, partially offset by negative pricing impacts.

    Net sales decreased in South America in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to sales declines, most significantly in tractors and implements, negative pricing impacts and unfavorable foreign currency translation. Income from operations increased $7.5 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, as a result of improved product mix and lower manufacturing costs, partially offset by negative pricing impacts.

APA

Three Months Ended
June 30,
 Change
Six Months Ended
June 30,
 Change
2025 2024 $ 2025 2024 $
Net sales $ 135.8  $ 143.5  $ (7.7) $ 230.3  $ 291.1  $ (60.8)
Income from operations
 9.4  10.4  (1.0) 6.7  19.5  (12.8)

    Net sales decreased in APA in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to sales volume declines, most significantly in hay tools and sprayers. Income from operations decreased $1.0 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to lower sales and production volumes.

    Net sales decreased in APA in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to sales volume declines, most significantly in high horse power tractors and sprayers. Income from operations decreased $12.8 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to lower sales and production volumes.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
LIQUIDITY AND CAPITAL RESOURCES

    Our financing requirements generally are subject to variations due to seasonal changes in inventory and receivable levels. Internally generated funds are supplemented when necessary from external sources, primarily our credit facilities and accounts receivable sales agreement facilities. Additional information regarding our indebtedness is contained in Note 9 to the Condensed Consolidated Financial Statements. We believe that the borrowings and facilities listed below, together with available cash and internally generated funds, and assuming customary renewals and replacements, will be sufficient to support our working capital, capital expenditures and debt service requirements for the foreseeable future (in millions):

June 30, 2025(1)
Credit facility, expires 2027 $ 375.0 
5.450% Senior notes due 2027
 400.0 
5.800% Senior notes due 2034
 700.0 
0.800% Senior notes due 2028
 703.0 
EIB Senior term loan due 2029 292.9 
EIB Senior term loan due 2030 199.2 
Senior term loans due between 2025 and 2028 171.6 
____________________________________
(1)    The amounts above are gross of debt issuance costs of an aggregate amount of approximately $11.0 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. In May 2025, the Company amended the Credit Facility with respect to the net leverage ratio financial covenant requirements for the remainder of 2025 and in the event of a future material acquisition. As of June 30, 2025, the Company had $375.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $875.0 million.

    In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €200.0 million (or approximately $234.3 million as of June 30, 2025). The credit facility expires on December 31, 2026. As of June 30, 2025, the Company had no outstanding borrowings under the revolving credit facility.

    The Company had redeemable noncontrolling interests of $304.3 million as of June 30, 2025 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.

    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.

    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 40.4% and 40.6% at June 30, 2025 and December 31, 2024, respectively.

Supplemental Guarantor Financial Information

    On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of 5.450% Senior Notes due 2027 (the “2027 Notes”) and (ii) $700.0 million aggregate principal amount of 5.800% Senior Notes due 2034 (the “2034 Notes”, and together with the 2027 Notes, the “Notes”). 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 and Massey Ferguson Corp., direct and indirect subsidiaries of the Company (collectively, the “Guarantors”).

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.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
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.

Balance Sheet Information

(in millions) As of June 30, 2025
As of December 31, 2024
Current assets(a)
 $ 4,982.7  $ 4,143.4 
Noncurrent assets(b)
 1,540.9  1,910.6 
Current liabilities(c)
 3,896.8  3,802.8 
Noncurrent liabilities(d)
 4,626.5  4,214.5 
____________________________________
(a)    Includes amounts due from non-guarantor subsidiaries of $2,649.5 million and $2,189.6 million as of June 30, 2025 and December 31, 2024, respectively.
(b)    Includes amounts due from non-guarantor subsidiaries of $107.1 million and $729.0 million as of June 30, 2025 and December 31, 2024, respectively.
(c)    Includes amounts due to non-guarantor subsidiaries of $2,185.8 million and $1,972.8 million as of June 30, 2025 and December 31, 2024, respectively.
(d)    Includes amounts due to non-guarantor subsidiaries of $1,561.3 million and $1,706.5 million as of June 30, 2025 and December 31, 2024, respectively.

Statement of Operations Information

(in millions) Six Months Ended June 30, 2025
Revenues(a)
 $ 3,403.4 
Income from Operations 154.7 
Net income
 195.4 
Net income attributable to obligor group
 195.4 
____________________________________
(a)    Includes intercompany revenues generated from non-guarantor subsidiaries of $2,338.4 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 June 30, 2025
As of December 31, 2024
Current assets(a)
 $ 3,891.0  $ 3,136.1 
Noncurrent assets(b)
 391.3  991.0 
Current liabilities(c)
 3,026.4  2,650.4 
Noncurrent liabilities(d)
 1,684.7  1,815.9 
____________________________________
(a)    Includes amounts due from non-guarantor subsidiaries of $2,313.2 million and $1,895.5 million as of June 30, 2025 and December 31, 2024, respectively.
(b)    Includes amounts due from non-guarantor subsidiaries of $102.5 million and $729.0 million as of June 30, 2025 and December 31, 2024, respectively.
(c)    Includes amounts due to non-guarantor subsidiaries of $2,066.0 million and $1,863.9 million as of June 30, 2025 and December 31, 2024, respectively.
(d)    Includes amounts due to non-guarantor subsidiaries of $1,561.3 million and $1,706.5 million as of June 30, 2025 and December 31, 2024, respectively.


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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Statement of Operations Information

(in millions) Six Months Ended June 30, 2025
Revenues(a)
 $ 2,801.2 
Income from Operations 352.8 
Net income 142.9 
Net income attributable to obligor group 142.9 
____________________________________
(a)    Includes intercompany revenues generated from non-guarantor subsidiaries of $2,186.2 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 these accounts receivable sales agreements that remain outstanding as of June 30, 2025 and December 31, 2024 was approximately $2.0 billion and $2.3 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 June 30, 2025 and December 31, 2024 was approximately $254.2 million and $220.5 million, respectively.

    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 June 30, 2025 and December 31, 2024, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $40.1 million and $50.6 million, respectively. Refer to Note 8 of our Condensed Consolidated Financial Statements for further discussion.

Cash Flows

    Cash flows provided by operating activities were approximately $153.5 million for the first six months of 2025 compared to cash flows used in operating activities of approximately $134.5 million for the same period in 2024. Cash provided by operating activities during the six months ended June 30, 2025 was driven by changes in working capital primarily related to a decrease in inventories and accounts and notes receivable, net.

    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 $1,824.8 million in working capital at June 30, 2025 as compared to $1,312.0 million at December 31, 2024. Inventories as of June 30, 2025 were approximately $3,096.4 million as compared to $2,731.3 million at December 31, 2024. Accounts and notes receivable, net, as of June 30, 2025 were approximately $61.7 million lower than at December 31, 2024 primarily due to timing of sales of accounts receivable under our factoring arrangements. Accounts payable and Accrued expenses as of June 30, 2025 were approximately $186.4 million higher than at December 31, 2024.

    Capital expenditures for the first six months of 2025 were approximately $90.4 million compared to $193.0 million for the same period in 2024.


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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Share Repurchase and Dividends

    In November 2024, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase $22.0 million of shares of its common stock. The Company received approximately 228,969 shares associated with the completion of this transaction as of December 31, 2024. 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. The Company 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 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. As of June 30, 2025, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $35.0 million, which has no expiration date. We did not purchase any shares directly or enter into any accelerated share repurchase agreements during the three and six months ended June 30, 2025. On July 9, 2025, the Company's Board of Directors authorized a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of the Company's common stock, which has no expiration date. During the three months ended June 30, 2025 and 2024, the Company declared and paid cash dividends of $0.29 and $2.79 per common share, respectively. During the six months ended June 30, 2025 and 2024, the Company declared and paid cash dividends of $0.58 and $3.08 per common share, respectively. The Company paid a special variable dividend of $2.50 per common share during the second quarter of 2024. On July 9, 2025, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per common share to be paid on September 15, 2025, to all stockholders of record as of the close of business on August 15, 2025.

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 June 30, 2025, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $67.4 million. In addition, we had accrued approximately $13.5 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 $216.9 million.

    We sell certain accounts receivable under factoring arrangements to our finance joint ventures and to financial institutions around the world. We account for the sale of such receivables as off balance sheet transactions. Our finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers. As of June 30, 2025 and December 31, 2024, these finance joint ventures had approximately $94.3 million and $139.2 million, respectively, of outstanding accounts receivable associated with these arrangements. The total finance portfolio in our finance joint ventures was approximately $15.0 billion and $14.5 billion as of June 30, 2025 and December 31, 2024, respectively. The total finance portfolio as of June 30, 2025 and December 31, 2024 included approximately $12.5 billion and $11.3 billion, respectively, of retail receivables and $2.5 billion and $3.2 billion, respectively, of wholesale receivables from AGCO dealers.

Contingencies

    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. Refer to Note 17 of our Condensed Consolidated Financial Statements for further information.

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OUTLOOK

    Global industry demand for farm equipment, driven by farm income, is expected to be moderately lower during 2025 in most major markets compared to 2024. Our net sales are expected to moderately decrease in 2025 compared to 2024, resulting from lower sales volumes partially offset by pricing, favorable currency translation and sales mix. Operating margins will reflect the impact of lower net sales, lower production volumes, partially offset by increased cost controls and flat engineering expenses.

    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 tariffs or 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, 2024 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. 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, 2024.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
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;
•    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, tariffs and subsidies;
•    uncertainty regarding changes in the international tariff regimes (including implementation of new tariffs and retaliatory measures) 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;
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
•    technological difficulties;
•    the impact of future pandemics on product demand and production;
•    the occurrence of future cyberattacks, including ransomware attacks; and
•    the conflict in Ukraine.

    The recent announcements of significant trade policy and tariff actions by the U.S. government, including but not limited to tariffs on imported steel and aluminum products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, announced trade deal between the United States and European Union of baseline tariffs on certain imports from the European Union, and baseline tariffs on most imports from most other countries, are creating significant uncertainty and potential risks for our business. These announcements in some cases were followed by delays and changes in implementation, and the ultimate tariff structures are unclear at the current time. Depending upon which countries are impacted, increases in tariffs can increase both the costs of the inputs that we use in manufacturing products and increase the after-tariff sales prices of the products that we sell. The impacts of the tariffs may be partially mitigated as a majority of our sales and manufacturing takes place outside the United States. Additionally, these tariffs will increase the cost of certain raw materials and components, impacting our cost of goods sold. While we are actively exploring opportunities to mitigate these increased costs, there can be no guarantee that we will be able to fully offset the impact of these tariffs. Furthermore, the imposition of retaliatory tariffs from other countries on our exported products could negatively affect our sales and marketplace access in those countries. Moreover, the uncertainty of the tariff changes and any future trade policy changes has adversely impacted, and is expected to continue to adversely impact, our sales.

    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, 2024.

    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, 2024. As of the second quarter of 2025, there has been no material changes 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 June 30, 2025, 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

    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 June 30, 2025 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

    There have been no material changes to 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, 2024. 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.

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 June 30, 2025.

ITEM 5.    OTHER INFORMATION

    During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated 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
April 24, 2025, Form 8-K, Exhibit 10.1
July 1, 2025, Form 8-K, Exhibit 10.1
July 8, 2025, Form 8-K, Exhibit 10.1
July 1, 2025, Form 8-K, Exhibit 10.2
July 1, 2025, Form 8-K, Exhibit 10.3
July 1, 2025, Form 8-K, Exhibit 10.4
July 1, 2025, Form 8-K, Exhibit 10.5
July 1, 2025, Form 8-K, Exhibit 10.6
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Furnished herewith
101
The following unaudited financial information from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, are formatted in Inline XBRL:
(i) Condensed Consolidated Balance Sheets;
(ii) Condensed Consolidated Statements of Operations;
(iii) Condensed Consolidated Statements of Comprehensive Income (Loss);
(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 June 30, 2025 is formatted in Inline XBRL
 Filed herewith

58
Table of Contents
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: July 31, 2025
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)
59
EX-10.9 2 agcoex109.htm EX-10.9 agcoex109
Exhibit 10.9 1 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 22, 2025 (this “Amendment”), is among AGCO CORPORATION, a Delaware corporation (“AGCO”), AGCO INTERNATIONAL HOLDINGS B.V., a Dutch company, having its corporate seat in Grubbenvorst, the Netherlands (“AGCO BV”; and together with AGCO, each a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders (as defined below), and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as administrative agent for itself and certain other parties (in its capacity as administrative agent, together with its successors in such capacity, the “Administrative Agent”). W I T N E S S E T H: WHEREAS, Borrowers, the Administrative Agent and the financial institutions party thereto as “Lenders” (each individually, a “Lender” and collectively, the “Lenders”) have entered into that certain Amended and Restated Credit Agreement dated as of December 19, 2022 (as amended, restated, supplemented or otherwise modified immediately prior to the date hereof, the “Existing Credit Agreement” and as further amended by this Amendment, the “Amended Credit Agreement”); WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders amend certain terms and conditions of the Existing Credit Agreement; and WHEREAS, the Administrative Agent and the Lenders party hereto (with such Lenders constituting the Required Lenders (as defined in the Existing Credit Agreement immediately before giving effect to this Amendment)) are willing to amend such terms and conditions of the Existing Credit Agreement on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended Credit Agreement, and further agree as of the Amendment Effective Date (as defined below) as follows: Section 1. Amendments to Existing Credit Agreement. As of the Amendment Effective Date (as defined below) and upon the satisfaction of the terms and conditions hereof, the Existing Credit Agreement is hereby amended as follows: 1.1. Section 6.10(a) of the Existing Credit Agreement is hereby amended by amending and restating Section 6.10(a) in its entirety to read as follows: “(a) Net Leverage Ratio. AGCO shall not allow, as of the end of each Fiscal Quarter of AGCO, the Net Leverage Ratio to exceed 3.00 to 1.00; provided that, notwithstanding the foregoing, (i) for each of the Fiscal Quarters ending on June 30, 2025, September 30, 2025 and December 31, 2025 and (ii) for the four Fiscal Quarters ended immediately following closing of a Material Acquisition (including the Fiscal Quarter in which such Material Acquisition occurs), the Net Leverage Ratio shall not exceed 3.50 to 1.00.” Section 2. Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above, upon the Administrative Agent’s receipt of this Amendment, duly executed and delivered by the Borrowers, Guarantors, the Administrative Agent, and the Lenders party hereto (with such Lenders constituting the Required Lenders) (the “Amendment Effective Date”).

 
2 Section 3. Representations and Warranties. In consideration of the execution and delivery of this Amendment by the Administrative Agent and the Lenders party hereto, each Loan Party hereby represents and warrants in favor of the Administrative Agent and the Lenders as follows: 3.1. Each Loan Party and each of its Material Subsidiaries (i) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization and (ii) is duly qualified and in good standing (if applicable) as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not reasonably be expected to result in a Material Adverse Effect; 3.2. The execution and delivery by each Loan Party of this Amendment and the performance by such Loan Parties of this Amendment and the Amended Credit Agreement are all within each Loan Party’s corporate or limited liability company powers, have been duly authorized by all necessary corporate or similar action, and do not, (i) contravene such Loan Party's charter or bylaws; (ii) violate any Applicable Law or any order of any Governmental Authority; (iii) result in the breach of, or constitute a default under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties; or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries; 3.3. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution and delivery of this Amendment or the performance by the Loan Parties of their obligations under this Amendment and the Amended Credit Agreement. 3.4. This Amendment has been duly executed and delivered by each Loan Party. This Amendment, the Amended Credit Agreement and each other Loan Document is the legal, valid and binding obligation of each Loan Party party hereto and thereto, enforceable against such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and principles of equity; 3.5. As of the date hereof and after giving effect to this Amendment, the representations and warranties made by or with respect to the Loan Parties, or any of them, under the Credit Agreement and the other Loan Documents, are true and correct in all material respects (unless any such representation or warranty is qualified as to materiality or as to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), except to the extent previously fulfilled with respect to specific prior dates; and 3.6. No event has occurred and is continuing which constitutes a Default or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. Section 4. Miscellaneous. 4.1. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Existing Credit Agreement and the other Loan Documents and except as expressly modified and superseded by this Amendment, the terms and provisions of the Amended Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Loan Parties, the Administrative Agent, and the Lenders party hereto agree that the Amended Credit Agreement as

 
3 amended hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. For all matters arising prior to the Amendment Effective Date, the terms of the Existing Credit Agreement shall control and are hereby ratified and confirmed. 4.2. Affirmation of Guaranty Agreements. By executing this Amendment, each Guarantor (including AGCO) hereby acknowledges, consents and agrees that (a) all of its obligations and liability under each Guaranty Agreement to which such Guarantor is a party remains in full force and effect, (b) the execution and delivery of this Amendment and any and all documents executed in connection therewith, the obtaining of the incremental Delayed Draw Commitments and the funding of the Delayed Draw Term Loans shall not alter, amend, reduce or modify its obligations and liability under such Guaranty Agreement, and (c) the Delayed Draw Term Loans shall be Obligations for all purposes under the Guaranty Agreement 4.3. Reference to and Effect on the Loan Documents; No Other Amendments. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Amended Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,” thereof” or words of like import referring to the Amended Credit Agreement, shall mean and be a reference to the Amended Credit Agreement as amended hereby. Except for the amendments set forth above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Existing Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any other provision of the Existing Credit Agreement or any of the other Loan Documents. Except for the amendments set forth above, the text of the Amended Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect, and each Borrower hereby ratifies and confirms its obligations thereunder. Each Loan Party acknowledges and expressly agrees that the Administrative Agent and the Lenders reserve the right to, and do in fact, require strict compliance with all other terms and provisions of the Credit Agreement and the other Loan Documents. It is hereby understood by each Loan Party that the foregoing amendment by the Administrative Agent and the Lenders shall not be deemed to establish a course of conduct so as to justify an expectation by any Loan Party that the Administrative Agent and the Lenders will entertain or grant their consent to any future such requests by such Loan Party, Further, it is hereby understood by each Loan Party that the foregoing amendment shall not be deemed, or interpreted as, a consent by the Administrative Agent and the Lenders to modify or waive compliance with the terms and conditions of the Amended Credit Agreement or the other Loan Documents except as specifically provided herein. 4.4. Costs and Expenses. AGCO agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto) to the extent consistent with Section 9.4 of the Amended Credit Agreement. 4.5. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

 
4 4.6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof insofar as such principles would defer to the substantive laws of some other jurisdiction. 4.7. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, except the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lenders. 4.8. Counterparts: Effectiveness. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 4.9. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 4.10. Entire Agreement. This Amendment embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to this Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. 4.11. Loan Documents. This Amendment shall be deemed to be a Loan Document for all purposes under the Amended Credit Agreement. 4.12. No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Amended Credit Agreement or an accord and satisfaction in regard thereto. 4.13. Waiver of Jury Trial. EACH BORROWER, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. [Signature pages follow]

 
[Signature Page to Third Amendment to A&R Credit Agreement] IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized officers or representatives to execute and deliver this Amendment as of the day and year first above written. BORROWERS: AGCO CORPORATION By: /s/ Damon Audia Name: Damon Audia Title: Senior Vice President and Chief Financial Officer AGCO INTERNATIONAL HOLDINGS B.V. By: /s/ Roger N. Batkin Name: Roger N. Batkin Title: Director By: /s/ Maurice Geerkens Name: Maurice Geerkens Title: Director

 
[Signature Page to Third Amendment to A&R Credit Agreement] GUARANTORS: AGCO CORPORATION By: /s/ Damon Audia Name: Damon Audia Title: Senior Vice President and Chief Financial Officer MASSEY FERGUSON CORP. By: /s/ Todd A. Wear Name: Todd A. Wear Title: President AGCO (UNITED STATES) HOLDINGS CORPORATION By: /s/ Roger N. Batkin Name: Roger N. Batkin Title: President

 
[Signature Page to Third Amendment to A&R Credit Agreement] ADMINISTRATIVE AGENT AND LENDER: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent and a Lender By: /s/ Anthony Fidanza Name: Anthony Fidanza Title: Executive Director By: /s/ Rachel Caspert Name: Rachel Caspert Title: Vice President

 
[Signature Page to Third Amendment to A&R Credit Agreement] Compeer Financial, PCA as a Lender By: /s/ Betty Janelle Name: Betty Janelle Title: Director, Capital Markets American AgCredit, PCA, as a Lender By: /s/ Anne Vendeland Name: Anne Vendeland Title: Vice President Farm Credit Mid-America, PCA, as a Lender By: /s/ Austin Taylor Name: Austin Taylor Title: Vice President HORIZON FARM CREDIT, ACA, as a Lender By: /s/ Joshua L. Larock Name: Joshua L. Larock Title: Managing Director – Capital Markets AgCountry Farm Credit Services, FLCA, as a Lender By: /s/ Gustave Radcliffe Name: Gustave Radcliffe Title: Managing Director, Capital Markets Farm Credit Services of America, PCA, as a Lender By: /s/ Gustave Radcliffe Name: Gustave Radcliffe Title: Managing Director, Capital Markets BNP Paribas, as a Lender By: /s/ Norman Miller Name: Norman Miller Title: Vice President

 
[Signature Page to Third Amendment to A&R Credit Agreement] By: /s/ Cody Flanzer Name: Cody Flanzer Title: Vice President MUFG Bank, Ltd., as a Lender By: /s/ George Stoecklein Name: George Stoecklein Title: Managing Director JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Nikhil Tanawade Name: Nikhil Tanawade Title: Vice President TRUIST BANK, as a Lender By: /s/ Jason Hembree Name: Jason Hembree Title: Director Bank of America, N.A., as a Lender By: /s/ Patrick Terry Name: Patrick Terry Title: Vice President UniCredit Bank GmbH, New York Branch, as a Lender By: /s/ Kimberly Sousa Name: Kimberly Sousa Title: Managing Director By: /s/ Karan Dedhia Name: Karan Dedhia Title: Director

 
[Signature Page to Third Amendment to A&R Credit Agreement] FARM CREDIT BANK OF TEXAS, as a Lender By: /s/ Paul Guimaraes Name: Paul Guimaraes Title: Portfolio Manager BMO Bank NA, as a Lender By: /s/ Jake Oxenhandler Name: Jake Oxenhandler Title: Vice President TD Bank, N.A., as a Lender By: /s/ Bernadette Collins Name: Bernadette Collins Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Jennifer L. Shafer Name: Jennifer L. Shafer Title: Vice President HSBC Bank USA, N.A., as a Lender By: /s/ Ketak Sampat Name: Ketak Sampat Title: Senior Vice President

 
EX-19.1 3 agcoex191.htm EX-19.1 agcoex191
Exhibit 19.1 1 AGCO CORPORATION INSIDER TRADING POLICY (As amended through April 24, 2025) 1. PURPOSE AND GENERAL OVERVIEW This Insider Trading Policy (this “Policy”) of AGCO Corporation (together with its subsidiaries, “AGCO” or the “Company”) sets forth the general standards for all employees, consultants, officers and directors with respect to engaging in transactions in AGCO’s securities and securities of other publicly-traded companies. This Policy explains the prohibitions against “insider trading” based on U.S. federal securities laws and establishes the Company’s policies and procedures to promote and monitor compliance with those laws. Violations of insider trading laws can, and often do, result in criminal investigations, prosecutions, disgorgement of trading profits, fines and prison sentences. Accordingly, your compliance with this Policy is of the utmost importance for both you and the Company. Questions regarding the prohibition on insider trading or concerning this Policy should be directed to AGCO’s General Counsel. This Policy describes the general prohibition on insider trading applicable to all persons subject to this Policy and also additional restrictions on individuals who have been designated as “Insiders.”. Insiders include members of the Company’s Board of Directors, its “officers” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”)) and any other employees designated by the General Counsel as “Insiders” who generally are more likely than other employees to be in possession of material nonpublic information due to the nature of their work at AGCO. 2. SCOPE OF THE POLICY Persons Covered. As an employee, consultant, officer or director of AGCO, this Policy applies to you. The same restrictions that apply to you also apply to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company Securities (defined below) are directed by you or are subject to your influence or control (such as parents or children who consult with you before they engage in transactions in Company Securities) (collectively referred to as “Family Members”). This Policy also applies to any entities that you influence or control, including any corporations, LLCs, partnerships or trusts (collectively referred to as “Controlled Entities”). Transactions by your Family Members and Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account. You are responsible for ensuring that the transactions of these other persons or entities do not violate this Policy and, therefore, you should make them aware of the need to confer with you before they engage in any transaction in Company Securities. Transactions Covered. Except as otherwise specified in this Policy under the heading “Transactions Excluded from this Policy,” this Policy applies to all transactions in AGCO securities (collectively referred to in this Policy as “Company Securities”), including common stock, preferred stock, notes, and debentures, as well as to derivative securities relating to AGCO’s stock, such as options and warrants, including those not issued by the Company, such as exchange-traded options, and other securities that are convertible into, settled in, or measured by reference to another Company Security, and securities attributable to an Insider under either Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). This Policy also applies to transactions in the securities of certain companies with which AGCO or its subsidiaries do business. This Policy applies to transactions that occur even after you cease to be an employee, consultant, officer or director of AGCO for as long as you are in possession of material nonpublic information.

 
Exhibit 19.1 2 3. STATEMENT OF POLICY No person subject to this Policy who is aware of material nonpublic information relating to the Company may, directly or indirectly (including through Family Members, Controlled Entities or other persons):  Engage in transactions in Company Securities, except as otherwise specified in this Policy under the heading “Transactions Excluded from this Policy;”  Recommend to others the purchase or sale of Company Securities;  Disclose material nonpublic information about the Company to persons (i) within the Company whose jobs do not require them to have that information, or (ii) outside of the Company, including, but not limited to, family, friends, business associates, investors and others, unless that disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company; or  Assist anyone to engage in the above activities. In addition, no person subject to this Policy who, in the course of working for AGCO, learns of material nonpublic information about a company with which AGCO does business may trade in that company’s securities until the information becomes public or is no longer material. Such companies include current or prospective suppliers or customers of AGCO, companies with which AGCO may be negotiating a major transaction, and companies that may be a party to potential corporate transactions, such as an acquisition, investment or sale. This Policy does not extend to trading in the securities of other companies where such trading is based upon your general knowledge of the industry and its prospects and not specific nonpublic information about AGCO or that company obtained as described above. There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not exceptions to this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct. 4. DEFINITION OF MATERIAL NONPUBLIC INFORMATION Material Information. Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold or sell securities. Any information that could be expected to affect the Company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances and is often evaluated by enforcement authorities and private plaintiffs with the benefit of hindsight. If you have a question about whether any particular item would be considered “material,” the General Counsel should be consulted. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are:  Undisclosed earnings and other financial results of the Company;  Any earnings projections and other financial projections for the Company;  Any projections regarding the price of Company Securities;  Any proposal or negotiation for the acquisition of a material company, business or amount of assets, or the creation of a material joint venture or similar business enterprise in which the Company would be a participant;  Any material litigation or governmental proceeding or investigation concerning the Company or any of its officers, directors or employees, or any significant supplier or operation of the Company whether such proceeding is actual or threatened and any significant developments with respect to any such litigation, proceeding or investigation;  Any proposal or negotiation for the sale of a material amount of the Company’s assets or of a significant portion of Company Securities, including mergers, tender offers and exchange offers;  Any major change in the corporate structure of the Company;

 
Exhibit 19.1 3  Any proposed public or private sale of Company Securities (debt or equity), any significant change in the level of borrowing by the Company, or Company redemptions or repurchases of its outstanding Company Securities;  Significant changes in Company management or key employees;  Any proposed significant new products or marketing plans of the Company;  Any material write-up or write-down of assets or change in accounting methods;  Any actual or projected change in industry circumstances, competitive conditions or regulatory matters or other industry conditions that could significantly affect the Company’s sales, earnings, financial position or future prospects;  Any proposed stock split or stock dividend; and  Any proposed change in cash dividends. When Information is Considered “Public.” If you are aware of material nonpublic information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release, a filing with the Securities and Exchange Commission (“SEC”), or in limited cases posting on the Company’s website) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until two full trading days have elapsed since the information was released. If, for example, the Company were to make a material announcement on a Monday before trading begins, you should not trade in Company Securities until Wednesday. If an announcement were made on a Friday after trading begins, Wednesday generally would be the first eligible trading day. The General Counsel can authorize exceptions to these time frames, but the exceptions likely would be very fact-specific and rare. 5. TRANSACTIONS EXCLUDED FROM THIS POLICY This Policy does not apply in the case of the following transactions, except as specifically noted:  Equity Awards. This Policy does not apply to the vesting of equity awards or the automatic exercise of a tax withholding right pursuant to which you have elected to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of equity awards. The Policy does apply, however, to any sale of common stock received by you as a result of vesting, including for the purpose of paying taxes.  Bona Fide Gifts. Bona fide gifts of Company Securities are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company Securities while the donor is aware of material nonpublic information.  Rule 10b5-1 Plans. Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability to a person who enters a trading plan for transactions in Company Securities that meets the conditions specified in Rule 10b5-1. A Rule 10b5-1 plan must be entered into at a time when the person is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party. There are other constraints on using Rule 10b5-1 plans, including cooling off periods (generally 90 days) before trades can be executed and limitations on having multiple Rule 10b5-1 plans in effect at the same time. You should discuss the advisability of, and terms and process for implementing, a Rule 10b5-1 plan with your broker, financial advisor or legal advisor. However, any employee, consultant, officer or director of AGCO who wishes to enter into, modify, or terminate a Rule 10b5-1 plan must pre-clear the plan (and any modification to the plan) with the General Counsel prior to entering into the plan (or modification), and must also provide the General Counsel a copy of any Rule 10b5-1 plan immediately following its execution. You should be aware that the Company is obligated to publicly disclose Rule 10b5-1 plans entered into by officers and directors, including their basic terms, but not the price at which trades are executed. Note: Although Rule 10b5-1 plans may help avoid trading while in possession of material nonpublic information, they do not eliminate the requirements and prohibitions contained in other relevant securities laws. Any transactions pursuant to a Rule 10b5-1 plan must still comply with the Section 16 reporting requirements and short-swing liability rules under the Exchange Act and with Rule 144 under the Securities Act of 1933 (the “Securities Act”). (See

 
Exhibit 19.1 4 “Additional Restrictions Applicable to Insiders – Reporting Requirements” and “Additional Restrictions Applicable to Insiders – Short-Swing Profits” below for more information about these requirements.)  AGCO Corporation Employee Stock Purchase Plan. This Policy does not apply to purchases of Company Securities pursuant to the AGCO Corporation Employee Stock Purchase Plan adopted by the Company’s Board of Directors on December 12, 2024 (the “ESPP”) resulting from the automatic exercise of options granted to you thereunder based on your election to participate in the ESPP. This Policy does apply, however, to any action you take to enroll in the ESPP, to increase or decrease your contribution levels under the ESPP, and to any sales of Company Securities purchased pursuant to the ESPP. 6. PENALTIES FOR NONCOMPLIANCE U.S. Federal and state securities laws prohibit the purchase or sale of securities while you are in possession of material nonpublic information as well as the disclosure of material nonpublic information to others who then trade in a company’s securities (sometimes called “tipping”). Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys, and state enforcement authorities as well as the authorities in foreign jurisdictions. Punishment for insider trading violations is severe, almost always includes disgorgement of the profit earned (or a multiple of that profit), and may include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. Failure to comply with this Policy may also subject you to Company-imposed sanctions, including dismissal for cause, whether or not the failure to comply with this Policy results in a violation of law. A violation of law, or even questionable conduct that leads to federal investigation that does not result in prosecution, can tarnish an individual’s reputation and irreparably damage a career. Any failure to fully cooperate with an investigation, whether conducted by the Company or the government, also is subject to Company imposed sanctions, including dismissal for cause. 7. INDIVIDUAL RESPONSIBILITY Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information. You are individually responsible for ensuring that you (and your Family Members and Controlled Entities) do not engage in prohibited insider trading. You (and your Family Members and Controlled Entities) should use good judgment to be sure you are not trading in Company Securities while in possession of material nonpublic information. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the General Counsel or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. Administration and Company Assistance with this Policy AGCO’s General Counsel is responsible for administering this Policy. Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the General Counsel, who can be reached by telephone at 001 770 232 8276 or by e-mail at Roger.Batkin@AGCOcorp.com. 8. ADDITIONAL RESTRICTIONS APPLICABLE TO INSIDERS In addition to the general prohibitions on insider trading described above that apply to all persons subject to this Policy, directors, officers and certain other employees who have been notified of their designation as “Insiders” are subject to additional restrictions on trading. The provisions below will govern to the extent that any such requirement is more restrictive than the requirements set forth above.

 
Exhibit 19.1 5 Window Period Requirement. Except for transactions specifically excluded above in the section “Transactions Excluded from this Policy,” the Company requires that Insiders trade in Company Securities only during the period beginning after the second business day following the date of release of a quarterly or annual statement of earnings and ending fourteen days prior to the close of the next fiscal quarter, i.e., the “window period.” The Company will periodically issue detailed guidance and procedures to Insiders subject to the window period for trading in Company Securities. Trading during a window period minimizes the potential violation of insider trading laws because material financial information has just been released to the public. However, even during this trading window, an Insider who is in possession of any material nonpublic information should not trade in Company Securities until the information has been made disclosed publicly or is no longer material. In addition, the Company in its sole discretion may close a trading window if an event-specific blackout period discussed below is imposed and will re- open the trading window once the blackout period has ended. Event-specific Blackout Periods. From time to time, an event may occur or may be anticipated to occur that is material to the Company and is known by only a few directors, officers, or other employees. So long as the event remains material and nonpublic, such directors, officers and other persons as are designated by the General Counsel may not engage in any transaction in Company Securities even during what would otherwise be a window period, except for transactions specifically excluded above in the section “Transactions Excluded from this Policy.” The existence of an event-specific blackout will not be announced, other than to those who are, or might be, aware of the event giving rise to the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of the General Counsel to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to engage in any transaction while in possession of such material nonpublic information. Pre-Clearance Procedures. Even during trading windows, all Insiders and their related accounts, must receive clearance prior to effecting any trade in Company Securities (whether it be a purchase, sale or any other transfer, including a gift, pledge or loan). This clearance should be requested in writing from the General Counsel (or his delegates) at least two business days in advance of the proposed transaction. The General Counsel is under no obligation to approve a transaction submitted for preclearance, and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company Securities, and should not inform any other person of the restriction. Broker Interface Procedures. All Insiders must provide their brokers with a copy of this Policy and require their brokers to verify with the Company that any required pre-clearance has been obtained prior to effecting a trade in Company Securities, confirm that Rule 144 of the Securities Act has been complied with (including, if applicable, the filing of a Form 144 and compliance with volume limitations and manner of trade restrictions), and report the details of all transactions to the Company. Special and Prohibited Transactions. The Company considers it improper and inappropriate for Insiders to engage in short-term or speculative transactions in Company Securities. Accordingly, Insiders may not engage in any of the following transactions except as specifically noted:  Short-Term Trading. Short-term trading of Company Securities may be distracting and may unduly focus an Insider on the Company’s short-term stock market performance instead of the Company’s long- term business objectives. For these reasons, any Insider who purchases Company Securities in the open market may not sell any Company Securities of the same class during the six months following the purchase (or vice versa). In addition, Section 16(b) of the Exchange Act requires that any profit realized by a Section 16 Insider from such a short-term transaction must be paid to the Company (See “Short- Swing Profits” below).  Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits Section 16 Insiders from engaging in short sales.  Exchange-Traded Options. Given the relatively short term of most exchange-traded options, transactions in options may create the appearance that an Insider is trading while in possession of

 
Exhibit 19.1 6 material nonpublic information and focus an Insider’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, unless pre-approved by the General Counsel, transactions in put options, call options or other derivative securities regarding the Company, on an exchange or in any other organized market, are prohibited by this Policy.  Pledging and Hedging. Insiders are prohibited from, directly or indirectly, (1) pledging Company Securities, or (2) hedging with respect to Company Securities. For these purposes, (a) “pledging” includes the intentional creation of any form of pledge, security interest, deposit, lien or other hypothecation, including the holding of shares in a margin account, that entitles a third-party to foreclose against, or otherwise sell, any equity securities, whether with or without notice, consent, default or otherwise, but does not include either the involuntary imposition of liens, such as tax liens or liens arising from legal proceedings, or customary purchase and sale agreements, such as Rule 10b5-1 plans, and (b) “hedging” includes any instrument or transaction, including put options and forward-sale contracts, through which the Insider offsets or reduces exposure to the risk of price fluctuations in a corresponding equity security. The pledging prohibition in this policy does not extend to Company Securities where the director or officer does not directly or indirectly control a majority of the equity securities of the owner of the Company Securities or otherwise directly control the Company Securities.  Standing and Limit Orders. Standing and limit orders (except under approved Rule 10b5-1 plans as described above) create heightened risks for insider trading violations. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when an Insider is in possession of material nonpublic information. The Company therefore discourages Insiders from placing standing or limit orders on Company Securities other than for short durations within a window period. Reporting Requirements. Many of the Company’s Insiders, including all executive officers and directors (“Section 16 Insiders”), are subject to the reporting requirements of Section 16(a) of the Exchange Act. In order to monitor transactions of certain insiders, the SEC has reporting requirements that apply to most transactions in Company Securities by Section 16 Insiders. Although the Section 16(a) reporting requirements generally do not directly apply to Family Members and Controlled Entities, each Section 16 Insider is responsible for ensuring that transactions by Family Members and Controlled Entities are properly reported on the Section 16 Insider’s reports and, therefore, each transaction in Company Securities should be promptly reported by Family Members and Controlled Entities to the respective Section 16 Insider. Section 16 obligations continue for up to six months following termination of employment or service.  SEC Forms. Section 16 Insiders generally are required to report their transactions in Company Securities on Forms 3s, 4s and 5s that are filed with the SEC. While these reporting requirements are the personal obligations of the individual Section 16 Insider, it is the Company’s practice to provide assistance through the General Counsel. If you have any questions about whether or how Section 16 applies to your transactions, please seek additional guidance from the General Counsel.  Rule 144. The Company’s Section 16 Insiders who are deemed “affiliates” of the Company also must comply with the reporting and other requirements of Rule 144 of the Securities Act. Rule 144 imposes various requirements, including volume limitations and manner of trade restrictions, on sales of Company Securities by affiliates. In general, for Section 16 Insiders that are deemed “affiliates” of the Company, where the amount sold in any three-month period exceeds 5,000 shares or $50,000 in value, the Section 16 Insider is required to file a Form 144 with the SEC no later than the time the sale order is placed with a broker. Section 16 Insiders should make sure that their brokers are aware of the Rule 144 requirements and will make the required Rule 144 filing on his or her behalf. See “Broker Interface Procedures” above. Short-Swing Profits. Under Section 16(b) of the Exchange Act any “profit” realized by a Section 16 Insider on a “short-swing” transaction (meaning, a purchase and sale, or sale and purchase, of Company Securities within a period of less than six months) must be disgorged to the Company upon demand by the Company or any of the Company’s stockholders. Liability under Section 16(b) is imposed in a mechanical fashion without regard to intent or mitigating factors. For this purpose, “profit” is calculated as the difference between the sale price and purchase price in the matching transactions, and may be unrelated to the actual gain on the shares sold. When computing recoverable profits on multiple purchases and sales within a six month period, the courts maximize the recovery by matching the lowest purchase price with the highest sale price, the next lowest purchase price with the next highest sale price, and

 
Exhibit 19.1 7 so on. The use of this method makes it possible for a Section 16 Insider to sustain a net loss on a series of transactions while still having recoverable profits. The following are examples of how Section 16(b) would apply in hypothetical situations:  Example #1: Assume that a Section 16 Insider makes the following purchases and sales of AGCO’s common stock at the following prices per share: Transaction Date Shares Purchased Price Per Share Shares Sold Price Per Share January 1, 2013 1,000 $70 - - June 1, 2013 400 $55 - - July 1, 2013 400 $60 - - August 1, 2013 - - 500 $65  In this example, there would be a short-swing profit of $4,500 that the Company would be required to recover.  To calculate the recoverable profit, match the highest price sold (500 shares on August 1 at $65 per share) with the lowest prices purchased within six months until all 500 shares are matched: 400 shares purchased on June 1 at $55 per share and 100 (of the 400) shares purchased on July 1 at $60. The total sales price is $32,500 (500 shares multiplied by $65). The total purchase price is $28,000 (400 shares multiplied by $55 and 100 shares multiplied by $60). The total recoverable profit is then $4,500 ($32,500 minus $28,000).  Note in this situation that for Section 16(b) purposes the purchase on January 1 (that is more than 6 months before the sale on August 1 and at a higher price) is irrelevant. Essentially, holding shares longer than 6 months prior to a sale does not cure a Section 16(b) violation if there are other purchase transactions that can be matched within a 6-month period. For Section 16(b) purposes, generally any purchase and sale within a 6-month period will be matched regardless of previous holdings.  Example #2: Assume that a Section 16 Insider makes the following purchases and sales of AGCO’s common stock at the following prices per share: Transaction Date Shares Purchased Price Per Share Shares Sold Price Per Share March 1, 2013 1,000 $70 - - June 1, 2013 - - 500 $60 August 1, 2013 500 $50 - -  In this example, there would be a short-swing profit of $5,000 that the Company would be required to recover.  It would appear in this case that no profit was realized since shares were purchased on March 1 at $70 per share and then later sold on June 1 at $60 per share. However, for Section 16(b) purposes the order of purchases and sales is not taken into account. In this case, the sale on June 1 of 500 shares at $60 would be matched with the purchase on August 1 of 500 shares at $50 even though the purchase came after the sale. By matching these two transactions together there would be a total purchase price of $25,000 (500 shares multiplied by $50) and a total sales price of $30,000 (500 shares multiplied by $60) for a recoverable profit of $5,000 ($30,000 - $25,000). The Section 16 rules are complicated and present ample opportunity for inadvertent error. There are some exceptions to the Section 16(b) matching process for transactions between the Company and the Section 16 Insider with respect to equity incentive plans. To avoid unnecessary costs and potential embarrassment, each Section 16 Insider is strongly encouraged to consult with his or her broker, financial advisor or legal advisor, or AGCO’s General Counsel, regarding the potential applicability of Section 16(b) prior to engaging in any transaction in Company Securities. This Policy supersedes all prior AGCO Insider Trading Policies.

 
EX-22.1 4 agcoex221-q22025.htm EX-22.1 Document

Exhibit 22.1

List of Subsidiary Guarantors

    As of June 30, 2025, the 5.450% Senior Notes due 2027 and the 5.800% Senior Notes due 2034 issued by AGCO Corporation are guaranteed by the following direct and indirect subsidiaries of AGCO Corporation:

Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization
AGCO International Holdings B.V. The Netherlands
AGCO International GmbH Switzerland
Massey Ferguson Corp. Delaware


EX-31.1 5 agcoex311-q22025.htm EX-31.1 Document

Exhibit 31.1

Certification Pursuant to § 302 of the Sarbanes-Oxley Act of 2002

I, Eric P. Hansotia, certify that:

    1.    I have reviewed this Quarterly Report on Form 10-Q of AGCO Corporation;

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 weaknesses 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: July 31, 2025
/s/ Eric P. Hansotia
Eric P. Hansotia
Chairman of the Board, President and Chief Executive Officer

EX-31.2 6 agcoex312-q22025.htm EX-31.2 Document

Exhibit 31.2

Certification Pursuant to § 302 of the Sarbanes-Oxley Act of 2002

I, Damon Audia, certify that:

    1.    I have reviewed this Quarterly Report on Form 10-Q of AGCO Corporation;

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 weaknesses 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: July 31, 2025
/s/ Damon Audia
Damon Audia
Senior Vice President and Chief Financial Officer

EX-32.1 7 agcoex321-q22025.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION

    The undersigned, as the Chairman of the Board, President and Chief Executive Officer and as the Senior Vice President and Chief Financial Officer of AGCO Corporation, respectively, certify that, to the best of their knowledge and belief, the Quarterly Report on Form 10-Q for the period ended June 30, 2025, which accompanies this certification fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of AGCO Corporation at the dates and for the periods indicated. The foregoing certifications are made pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be relied upon for any other purpose.


  /s/ Eric P. Hansotia
  Eric P. Hansotia
  Chairman of the Board, President and Chief Executive Officer
July 31, 2025
 
  /s/ Damon Audia
  Damon Audia
  Senior Vice President and Chief Financial Officer
July 31, 2025


    A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to AGCO Corporation and will be retained by AGCO Corporation and furnished to the Securities and Exchange Commission or its staff upon request.