AGCO CORP /DE 10-Q

ITEM 1. FINANCIAL STATEMENTS AGCO CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited and in millions, except share amounts) September 30, 2023 December 31, 2022 ASSETS Current Assets: Cash, cash equivalents and restricted cash $ 680.7 $ 789.5 Accounts and notes receivable, net 1,643.9 1,221.3 Inventories, net 3,726.0 3,189.7 Other current assets 624.5 538.8 Total current assets 6,675.1 5,739.3 Property, plant and equipment, net 1,750.4 1,591.2 Right-of-use lease assets 167.3 163.9 Investments in affiliates 512.2 436.9 Deferred tax assets 299.6 228.5 Other assets 315.2 268.7 Intangible assets, net 322.8 364.4 Goodwill 1,308.5 1,310.8 Total assets $ 11,351.1 $ 10,103.7 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Current portion of long-term debt $ 79.9 $ 187.1 Short-term borrowings 25.9 8.9 Accounts payable 1,308.4 1,385.3 Accrued expenses 2,507.3 2,271.3 Other current liabilities 197.6 235.4 Total current liabilities 4,119.1 4,088.0 Long-term debt, less current portion and debt issuance costs 1,919.7 1,264.8 Operating lease liabilities 128.2 125.4 Pension and postretirement health care benefits 159.4 158.0 Deferred tax liabilities 112.5 112.0 Other noncurrent liabilities 556.6 472.9 Total liabilities 6,995.5 6,221.1 Commitments and contingencies (Note 19) Stockholders’ Equity: AGCO Corporation stockholders’ equity: Preferred stock; $ 0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2023 and 2022 — — Common stock; $ 0.01 par value, 150,000,000 shares authorized, 74,879,816 and 74,600,815 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively 0.7 0.7 Additional paid-in capital 46.0 30.2 Retained earnings 6,045.7 5,654.6 Accumulated other comprehensive loss ( 1,736.9 ) ( 1,803.1 ) Total AGCO Corporation stockholders’ equity 4,355.5 3,882.4 Noncontrolling interests 0.1 0.2 Total stockholders’ equity 4,355.6 3,882.6 Total liabilities and stockholders’ equity $ 11,351.1 $ 10,103.7 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents AGCO CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in millions, except per share data) Three Months Ended September 30, 2023 2022 Net sales $ 3,455.5 $ 3,121.6 Cost of goods sold 2,521.5 2,382.7 Gross profit 934.0 738.9 Operating expenses: Selling, general and administrative expenses 353.6 287.5 Engineering expenses 139.6 104.7 Amortization of intangibles 14.4 14.7 Restructuring expenses 0.8 1.0 Bad debt expense 2.0 ( 1.1 ) Income from operations 423.6 332.1 Interest expense, net 5.5 2.3 Other expense, net 84.2 33.1 Income before income taxes and equity in net earnings of affiliates 333.9 296.7 Income tax provision 75.3 74.2 Income before equity in net earnings of affiliates 258.6 222.5 Equity in net earnings of affiliates 21.9 15.4 Net income 280.5 237.9 Net loss attributable to noncontrolling interests 0.1 — Net income attributable to AGCO Corporation and subsidiaries $ 280.6 $ 237.9 Net income per common share attributable to AGCO Corporation and subsidiaries: Basic $ 3.75 $ 3.19 Diluted $ 3.74 $ 3.18 Cash dividends declared and paid per common share $ 0.29 $ 0.24 Weighted average number of common and common equivalent shares outstanding: Basic 74.9 74.6 Diluted 75.0 74.9 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents AGCO CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in millions, except per share data) Nine Months Ended September 30, 2023 2022 Net sales $ 10,611.7 $ 8,752.5 Cost of goods sold 7,817.1 6,691.8 Gross profit 2,794.6 2,060.7 Operating expenses: Selling, general and administrative expenses 1,033.2 861.1 Engineering expenses 398.0 312.1 Amortization of intangibles 43.3 45.4 Impairment charges — 36.0 Restructuring expenses 8.3 4.4 Bad debt expense 4.5 2.1 Income from operations 1,307.3 799.6 Interest expense, net 11.8 8.6 Other expense, net 212.6 72.3 Income before income taxes and equity in net earnings of affiliates 1,082.9 718.7 Income tax provision 306.5 205.9 Income before equity in net earnings of affiliates 776.4 512.8 Equity in net earnings of affiliates 55.9 39.7 Net income 832.3 552.5 Net loss attributable to noncontrolling interests 0.1 14.9 Net income attributable to AGCO Corporation and subsidiaries $ 832.4 $ 567.4 Net income per common share attributable to AGCO Corporation and subsidiaries: Basic $ 11.11 $ 7.60 Diluted $ 11.10 $ 7.58 Cash dividends declared and paid per common share $ 5.81 $ 5.16 Weighted average number of common and common equivalent shares outstanding: Basic 74.9 74.6 Diluted 75.0 74.9 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents AGCO CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited and in millions) Three Months Ended September 30, 2023 2022 Net income $ 280.5 $ 237.9 Other comprehensive income (loss), net of reclassification adjustments: Foreign currency translation adjustments ( 54.5 ) ( 75.7 ) Defined benefit pension plans, net of tax 1.9 ( 16.9 ) Deferred gains and losses on derivatives, net of tax 0.5 1.3 Other comprehensive loss, net of reclassification adjustments ( 52.1 ) ( 91.3 ) Comprehensive income 228.4 146.6 Comprehensive loss attributable to noncontrolling interests 0.1 — Comprehensive income attributable to AGCO Corporation and subsidiaries $ 228.5 $ 146.6 Nine Months Ended September 30, 2023 2022 Net income $ 832.3 $ 552.5 Other comprehensive income (loss), net of reclassification adjustments: Foreign currency translation adjustments 64.1 ( 61.9 ) Defined benefit pension plans, net of tax 5.6 ( 13.5 ) Deferred gains and losses on derivatives, net of tax ( 3.5 ) ( 5.2 ) Other comprehensive income (loss), net of reclassification adjustments 66.2 ( 80.6 ) Comprehensive income 898.5 471.9 Comprehensive loss attributable to noncontrolling interests 0.1 14.0 Comprehensive income attributable to AGCO Corporation and subsidiaries $ 898.6 $ 485.9 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents AGCO CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in millions) Nine Months Ended September 30, 2023 2022 Cash flows from operating activities: Net income $ 832.3 $ 552.5 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 168.9 157.1 Amortization of intangibles 43.3 45.4 Stock compensation expense 37.5 25.4 Impairment charges — 36.0 Equity in net earnings of affiliates, net of cash received ( 53.0 ) ( 39.1 ) Deferred income tax (benefit) provision ( 55.2 ) 5.7 Other 17.1 2.3 Changes in operating assets and liabilities: Accounts and notes receivable, net ( 481.6 ) ( 302.2 ) Inventories, net ( 542.9 ) ( 951.7 ) Other current and noncurrent assets ( 140.6 ) ( 74.9 ) Accounts payable ( 56.1 ) 199.1 Accrued expenses 251.8 22.5 Other current and noncurrent liabilities 181.2 26.8 Total adjustments ( 629.6 ) ( 847.6 ) Net cash provided by (used in) operating activities 202.7 ( 295.1 ) Cash flows from investing activities: Purchases of property, plant and equipment ( 357.7 ) ( 270.5 ) Proceeds from sale of property, plant and equipment 5.2 2.5 Investments in unconsolidated affiliates ( 21.3 ) ( 1.6 ) Purchase of businesses, net of cash acquired ( 0.9 ) ( 111.3 ) Other ( 4.0 ) — Net cash used in investing activities ( 378.7 ) ( 380.9 ) Cash flows from financing activities: Proceeds from indebtedness 725.5 1,046.5 Repayments of indebtedness ( 148.5 ) ( 158.8 ) Payment of dividends to stockholders ( 435.8 ) ( 386.4 ) Payment of minimum tax withholdings on stock compensation ( 20.5 ) ( 20.0 ) Distributions to noncontrolling interest — ( 11.5 ) Payment of debt issuance costs ( 9.5 ) ( 0.2 ) Net cash provided by financing activities 111.2 469.6 Effects of exchange rate changes on cash, cash equivalents and restricted cash ( 44.0 ) ( 75.7 ) Decrease in cash, cash equivalents and restricted cash ( 108.8 ) ( 282.1 ) Cash, cash equivalents and restricted cash, beginning of period 789.5 889.1 Cash, cash equivalents and restricted cash, end of period $ 680.7 $ 607.0 See accompanying notes to condensed consolidated financial statements. 7 Table of Contents AGCO CORPORATION AND SUBSIDIARIES 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 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, 2022. Results for interim periods are not necessarily indicative of the results for the year. The Company has a wholly-owned subsidiary in Turkey that distributes agricultural equipment and replacement parts. On the basis of currently 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. 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 the nine months ended and as of September 30, 2023, the Company's wholly-owned subsidiary in Turkey had net sales of approximately $ 292.9 million and total assets of approximately 3.5 billion Turkish lira (or approximately $ 126.5 million). The monetary assets and liabilities denominated in the Turkish lira were approximately 3.0 billion Turkish lira (or approximately $ 109.4 million) and approximately 2.3 billion Turkish lira (or approximately $ 85.4 million), respectively, as of September 30, 2023. The monetary assets and liabilities were remeasured into U.S. dollar based on exchange rates as of September 30, 2023. The Company is subject to the risk of the imposition of limitations by governments on international transfers of funds. In recent years, the Argentine government has substantially limited the ability of companies to transfer funds out of Argentina. As a consequence of these limitations, the spread between the official government exchange rate and the exchange rates resulting implicitly from certain capital market operations, usually effected to obtain U.S. dollars, has broadened significantly. The Company has a wholly-owned subsidiary in Argentina that assembles and distributes agricultural equipment and replacement parts. The Company determined that the Argentina economy was highly inflationary during the third quarter of 2018. For the nine months ended and as of September 30, 2023, the Company's wholly-owned subsidiary in Argentina had net sales of approximately $ 164.6 million and total assets of approximately 82.8 billion pesos (or approximately $ 240.0 million). The monetary assets of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 25.6 billion pesos (or approximately $ 74.4 million), inclusive of approximately 14.1 billion pesos (or approximately $ 41.0 million) in cash and cash equivalents, as of September 30, 2023. The monetary liabilities of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 9.0 billion pesos (or approximately $ 26.2 million) as of September 30, 2023. The monetary assets and liabilities were remeasured into U.S. dollar based on exchange rates as of September 30, 2023. The Company's finance joint venture in Argentina, AGCO Capital Argentina S.A. ("AGCO Capital") has net monetary assets denominated in pesos at the official government rate of approximately 7.1 billion (or approximately $ 20.5 million) as of September 30, 2023, of which a majority is cash and cash equivalents. Future impairments and charges are possible in connection with these exposures. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected versus incurred credit losses for financial assets. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which delays the effective date of ASU 2016-13 for smaller reporting companies and other non-SEC reporting entities. This delay applies to the Company’s equity method finance joint ventures, which were required to adopt ASU 2016-13 for annual periods beginning after December 15, 2022 and interim periods within those annual periods. The standard, and its subsequent modification, impacts the results of operations and financial condition of the Company’s finance joint ventures. For the adoption of the standard by the Company’s finance joint ventures on January 1, 2023 under the modified retrospective approach, the Company recognized the cumulative effect of ASU 2016-13 as an adjustment to the opening balance of 8 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) stockholders’ equity as of January 1, 2023 within “Retained earnings.” The cumulative effect was a reduction of approximately $ 5.5 million. In September 2022, the FASB issued ASU 2022-04, “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The new standard requires that a buyer in a supplier finance program disclose sufficient information about the key terms of the program, the amount of outstanding confirmed obligations at period end, where the obligations are presented in the balance sheet, and a rollforward of the obligations during the annual period. This guidance was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward, which is effective for fiscal years beginning after December 15, 2023. Early adoption was permitted. The adoption of ASU 2022-04 resulted in disclosure of the Company's supplier financing programs. Refer to Note 10 for further details. The Company has adopted ASU 2021-08, “Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” effective for fiscal years beginning after December 15, 2022, which did not have a material impact on the Company's results of operations, financial condition or cash flows but may impact future acquisitions. 2. ACQUISITIONS On September 28, 2023, the Company entered into a Sale and Contribution Agreement (the "Agreement") with Trimble Inc. ("Trimble") and its currently 100%-owned subsidiary Trimble Solutions, LLC (the "Joint Venture"). Among other things, the Agreement provides for (i) the contribution by Trimble to the Joint Venture of Trimble’s agricultural business, excluding certain Global Navigation Satellite System and guidance technologies, (ii) the contribution by the Company to the Joint Venture of the Company’s interest in JCA Industries, LLC d/b/a JCA Technologies ("JCA") in exchange for membership interests in the Joint Venture, and (iii) the purchase by the Company from Trimble of membership interests in exchange for the payment by the Company to Trimble of $ 2.0 billion in cash, subject to customary working capital and other adjustments. Immediately following the closing and as a result of the transaction, the Company will own an 85 % interest in the Joint Venture. The closing is expected in the first half of 2024 and is subject to customary conditions, including compliance with antitrust and similar laws. In connection with the planned Joint Venture, also on September 28, 2023, the Company entered into a bridge facility commitment letter with Morgan Stanley Senior Funding Inc. ("Morgan Stanley") pursuant to which Morgan Stanley has committed to provide, subject to the terms and conditions set forth therein, a $ 2.0 billion senior unsecured 364-day bridge facility (the "Bridge Facility"). During the three and nine months ended September 30, 2023, the Company paid $ 9.5 million in fees related to the Bridge Facility commitment which were recorded as a deferred asset included within “Other current assets” in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2023 and will be amortized to interest expense over the life of the commitment. On May 2, 2022, the Company acquired JCA for 63.0 million Canadian dollars (or approximately $ 49.2 million as of May 2, 2022). JCA is located in Winnipeg, Manitoba, Canada, and specializes in the design of electronic systems and software development to automate and control agricultural equipment. The Company allocated the purchase price to the assets acquired and liabilities assumed based on preliminary estimates of their fair values as of the acquisition date. The acquired net assets primarily consisted of accounts receivable, inventories, other current and noncurrent assets, accounts payable, accrued expenses, other current and noncurrent liabilities, property, plant and equipment, deferred tax liabilities as well as customer relationship, technology and trademark identifiable intangible assets. The Company recorded approximately 43.9 million Canadian dollars (or approximately $ 34.0 million) of goodwill associated with the acquisition. The results of operations of JCA have been included in the Company’s Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s North America geographical reportable segment. Proforma financial information related to the acquisition of JCA was not material to the Company’s results of operations. On January 1, 2022, the Company acquired Appareo Systems, LLC (“Appareo”) for approximately $ 62.1 million, net of approximately $ 0.5 million of cash. As a result of the acquisition of the remaining 50 % interest in IAS, the Company's previous operating joint venture with Appareo, the Company recorded a gain of approximately $ 3.4 million on the remeasurement of the previously held equity interest within “Other expense, net” in the Company's Condensed Consolidated Statements of Operations. The fair value of the previously held 50 % interest in the joint venture as of the acquisition date was approximately $ 11.2 million. Appareo is headquartered in Fargo, North Dakota and offers engineering, manufacturing and technology for end-to-end product development. The Company allocated the purchase price to the assets acquired and liabilities 9 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) assumed based on preliminary estimates of their fair values as of the acquisition date. The acquired net assets primarily consisted of accounts receivable, inventories, other current and noncurrent assets, assets held for sale, lease right-of-use assets and liabilities, accounts payable, accrued expenses, other current and noncurrent liabilities, property, plant and equipment, as well as customer relationship, technology, non-competition agreements and trademark identifiable intangible assets. The Company recorded approximately $ 25.8 million of goodwill associated with the acquisition. The results of operations of Appareo have been included in the Company’s Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s North America geographical reportable segment. Proforma financial information related to the acquisition of Appareo was not material to the Company’s results of operations. The acquired identifiable intangible assets of JCA and Appareo as of the date of their respective acquisitions during 2022 are summarized in the following table (in millions): Intangible Asset Amount Weighted-Average Useful Life Customer relationships $ 15.4 10 years Technology 15.4 8 years Trademarks 5.7 10 years Non-competition agreements 1.4 5 years $ 37.9 3. RESTRUCTURING EXPENSES AND IMPAIRMENT CHARGES Restructuring Expenses In recent years, the Company has announced and initiated several actions to rationalize employee headcount in various manufacturing facilities and administrative offices located in the U.S., Europe, South America, Africa and China, as well as the rationalization of its grain and protein business, in order to reduce costs in response to fluctuating global market demand. Restructuring expenses activity during the three and nine months ended September 30, 2023 is summarized as follows (in millions): Employee Severance Other Related Closure Costs Total Balance as of December 31, 2022 $ 6.8 $ — $ 6.8 First quarter 2023 provision 1.4 — 1.4 First quarter 2023 cash activity ( 1.0 ) — ( 1.0 ) Balance as of March 31, 2023 $ 7.2 $ — $ 7.2 Second quarter 2023 provision 4.1 2.0 6.1 Second quarter 2023 cash activity ( 1.7 ) — ( 1.7 ) Foreign currency translation ( 0.4 ) — ( 0.4 ) Balance as of June 30, 2023 $ 9.2 $ 2.0 $ 11.2 Third quarter 2023 provision 0.8 — 0.8 Third quarter 2023 cash activity ( 2.8 ) ( 2.0 ) ( 4.8 ) Foreign currency translation ( 0.7 ) — ( 0.7 ) Balance as of September 30, 2023 $ 6.5 $ — $ 6.5 Restructuring expenses activity during the three and nine months ended September 30, 2022 is summarized as follows (in millions): 10 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Employee Severance Other Related Closure Costs Total Balance as of December 31, 2021 $ 14.5 $ 0.2 $ 14.7 First quarter 2022 provision 3.0 — 3.0 First quarter 2022 cash activity ( 3.4 ) — ( 3.4 ) Foreign currency translation ( 0.3 ) 0.1 ( 0.2 ) Balance as of March 31, 2022 $ 13.8 $ 0.3 $ 14.1 Second quarter 2022 provision 0.8 — 0.8 Second quarter 2022 provision reversal ( 0.4 ) — ( 0.4 ) Second quarter 2022 cash activity ( 3.3 ) — ( 3.3 ) Foreign currency translation ( 0.6 ) — ( 0.6 ) Balance as of June 30, 2022 $ 10.3 $ 0.3 $ 10.6 Third quarter 2022 provision 1.0 — 1.0 Third quarter 2022 cash activity ( 3.4 ) — ( 3.4 ) Foreign currency translation ( 0.6 ) — ( 0.6 ) Balance as of September 30, 2022 $ 7.3 $ 0.3 $ 7.6 Impairment Charges As a consequence of the conflict between Russia and Ukraine, during the three months ended March 31, 2022, the Company assessed the fair value of its gross assets related to the joint ventures operating in Russia for potential impairment and recorded asset impairment charges of approximately $ 36.0 million, reflected as “Impairment charges” in its Condensed Consolidated Statements of Operations, with an offsetting benefit of approximately $ 12.2 million included within “Net income attributable to noncontrolling interests.” The Company sold its interest in its Russian distribution joint venture during the three months ended December 31, 2022. In addition, during the three months ended March 31, 2022, the Company recorded a write-down of its investment in its Russian finance joint venture of approximately $ 4.8 million, reflected within “Equity in net earnings of affiliates” in its Condensed Consolidated Statements of Operations. The Russian finance joint venture was sold during the three months ended December 31, 2022. 4. STOCK COMPENSATION PLANS The Company recorded stock compensation expense as follows for the three and nine months ended September 30, 2023 and 2022 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of goods sold $ 0.4 $ 0.4 $ 1.4 $ 1.0 Selling, general and administrative expenses 9.8 7.4 36.1 24.4 Total stock compensation expense $ 10.2 $ 7.8 $ 37.5 $ 25.4 Stock Incentive Plan Under the Company’s Long-Term Incentive Plan (the “Plan”), up to 10,000,000 shares of AGCO common stock may be issued. As of September 30, 2023, of the 10,000,000 shares reserved for issuance under the Plan, 3,581,555 shares were available for grant, assuming the maximum performance level, or 200 %, and target, or 100 %, total shareholder return are achieved related to the performance award grants discussed below. 11 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Long-Term Incentive Plan and Related Performance Awards As of September 30, 2023, the Company had 808,032 performance shares outstanding with a weighted-average grant price of $ 128.89 per share, assuming the Company were to achieve its maximum level of performance, or 200 %, and that the total shareholder return modifier related to the 2023, 2022 and 2021 performances awards are achieved at target, or 100 %. The total compensation cost related to unearned performance awards not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved, was approximately $ 48.5 million, and the weighted average period over which it is expected to be recognized is approximately two years . Restricted Stock Unit Awards ("RSUs") During the nine months ended September 30, 2023, 16,191 shares were issued related to RSUs previously granted in 2020 to certain executives, net of 11,277 shares withheld for taxes. In addition, the shares issued included an adjustment of 25 % additional shares based on a total margin improvement metric relative to the Company’s defined peer group that was applicable to executive RSU grants made in 2020. At September 30, 2023, 215,671 restricted stock units were outstanding with weighted-average grant price of $ 122.52 per share. The total compensation cost related to unearned restricted stock units not yet recognized was approximately $ 18.8 million, and the weighted average period over which it is expected to be recognized is approximately one and one-half years. Stock-Settled Appreciation Rights (“SSARs”) Certain executives and key managers were eligible to receive grants of SSARs through the year ended December 31, 2020. The Company has not granted any SSARs since the year ended December 31, 2020 and does not currently anticipate granting any SSARs in the future. There were 98,259 SSARs outstanding as of September 30, 2023. As of September 30, 2023, the total compensation cost related to the unvested SSARs not yet recognized was approximately $ 0.1 million. Director Restricted Stock Grants The Plan provides for annual restricted stock grants of the Company’s common stock to all non-employee directors. The 2023 grant was made on April 27, 2023 and equated to 12,069 shares of common stock, of which 10,524 shares of common stock were issued after shares were withheld for taxes. The Company recorded stock compensation expense of approximately $ 1.5 million during the nine months ended September 30, 2023 associated with these grants. 5. GOODWILL AND OTHER INTANGIBLE ASSETS Changes in the carrying amount of goodwill during the nine months ended September 30, 2023 are summarized as follows (in millions): North America South America Europe/Middle East Asia/Pacific/Africa Consolidated Balance as of December 31, 2022 $ 667.3 $ 86.0 $ 444.3 $ 113.2 $ 1,310.8 Foreign currency translation 0.2 4.7 ( 3.7 ) ( 3.5 ) ( 2.3 ) Balance as of September 30, 2023 $ 667.5 $ 90.7 $ 440.6 $ 109.7 $ 1,308.5 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 1 each year. 12 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Changes in the carrying amount of acquired intangible assets during the nine months ended September 30, 2023 are summarized as follows (in millions): Gross carrying amounts: Trademarks and Tradenames Customer Relationships Patents and Technology Land Use Rights Total Balance as of December 31, 2022 $ 191.8 $ 574.5 $ 150.6 $ 6.5 $ 923.4 Foreign currency translation ( 0.7 ) ( 0.9 ) ( 0.7 ) ( 0.4 ) ( 2.7 ) Balance as of September 30, 2023 $ 191.1 $ 573.6 $ 149.9 $ 6.1 $ 920.7 Accumulated amortization: Trademarks and Tradenames Customer Relationships Patents and Technology Land Use Rights Total Balance as of December 31, 2022 $ 103.3 $ 440.8 $ 101.5 $ 1.6 $ 647.2 Amortization expense 7.5 27.6 8.1 0.1 43.3 Foreign currency translation ( 0.3 ) ( 0.6 ) ( 0.9 ) ( 0.1 ) ( 1.9 ) Balance as of September 30, 2023 $ 110.5 $ 467.8 $ 108.7 $ 1.6 $ 688.6 Indefinite-lived intangible assets: Trademarks and Tradenames Balance as of December 31, 2022 $ 84.8 Foreign currency translation ( 0.4 ) Balance as of September 30, 2023 $ 84.4 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. Amortization expense related to identifiable intangible assets was $ 14.4 million and $ 43.3 million for the three and nine months ended September 30, 2023, respectively, and $ 14.7 million and $ 45.4 million for the same periods ended September 30, 2022. External-use software, net, developed by the Company and marketed externally, was approximately $ 6.3 million as of September 30, 2023 and classified within “Intangible assets, net.” Amortization expense related to external-use software was approximately $ 0.3 million and $ 1.4 million for the three and nine months ended September 30, 2023, respectively, and was classified within “Cost of goods sold.” 6. INDEBTEDNESS Long-term debt consisted of the following at September 30, 2023 and December 31, 2022 (in millions): September 30, 2023 December 31, 2022 Credit facility, expires 2027 $ 866.6 $ 200.0 1.002 % Senior term loan due 2025 264.5 267.3 Senior term loans due between 2023 and 2028 232.8 341.6 0.800 % Senior notes due 2028 634.9 641.5 Other long-term debt 3.9 5.1 Debt issuance costs ( 3.1 ) ( 3.6 ) 1,999.6 1,451.9 Senior term loans due 2023, net of debt issuance costs ( 77.7 ) ( 184.9 ) Current portion of other long-term debt ( 2.2 ) ( 2.2 ) Total long-term indebtedness, less current portion $ 1,919.7 $ 1,264.8 13 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Credit Facility In December 2022, the Company, certain of its subsidiaries and Rabobank, and other named lenders entered into an amendment to its credit facility providing for a $ 1.25 billion multi-currency unsecured revolving credit facility (“credit facility”), which replaced the Company’s former $ 800.0 million multi-currency unsecured revolving credit facility. The amendment provided an additional $ 450.0 million in borrowing capacity. An initial borrowing under the credit facility was used to repay and retire a $ 240.0 million short-term multi-currency revolving credit facility with Rabobank that matured on March 31, 2023. The credit facility consists of a $ 325.0 million U.S. dollar tranche and a $ 925.0 million multi-currency tranche for loans denominated in U.S. Dollars, Euros or other currencies to be agreed upon. The credit facility matures on December 19, 2027. Interest accrues on amounts outstanding for any borrowings denominated in U.S. dollars, at the Company’s option, at either (1) the Secured Overnight Financing Rate (“SOFR”) plus 0.1 % plus a margin ranging from 0.875 % to 1.875 % based on the Company’s credit rating, or (2) the base rate, which is the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.5 %, and (iii) Term SOFR for a one-month tenor plus 1.0 %, plus a margin ranging from 0.000 % to 0.875 % based on the Company’s credit rating. Interest accrues on amounts outstanding for any borrowings denominated in Euros at the Euro Interbank Offered Rate (“EURIBOR”) plus a margin ranging from 0.875 % to 1.875 % based on the Company’s credit rating. As of September 30, 2023, the Company had $ 866.6 million outstanding borrowings under the revolving credit facility and had the ability to borrow $ 288.4 million. Uncommitted Credit Facility In June 2022, the Company entered into an uncommitted revolving credit facility that allows the Company to borrow up to € 100.0 million (or approximately $ 105.8 million as of September 30, 2023). The credit facility expires on December 31, 2026. Any loans will bear interest at the EURIBOR plus a credit spread. As of September 30, 2023, the Company had no outstanding borrowings under the revolving credit facility. 0.800 % Senior Notes Due 2028 On October 6, 2021, the Company issued € 600.0 million (or approximately $ 634.9 million as of September 30, 2023) of senior notes at an issue price of 99.993 %. The notes mature on October 6, 2028, and interest is payable annually, in arrears, at 0.800 %. The notes contain covenants restricting, among other things, the incurrence of certain secured indebtedness. The senior notes are subject to both optional and mandatory redemption in certain events. 1.002 % Senior Term Loan Due 2025 On January 25, 2019, the Company borrowed € 250.0 million (or approximately $ 264.5 million as of September 30, 2023) from the European Investment Bank ("EIB"). The loan matures on January 24, 2025. The Company is permitted to prepay the loan before its maturity date. Interest is payable on the loan at 1.002 % per annum, payable semi-annually in arrears. Senior Term Loans Due Between 2023 and 2028 In October 2016, the Company borrowed an aggregate amount of € 375.0 million through a group of seven related term loan agreements, and in August 2018, the Company borrowed an additional aggregate amount of € 338.0 million through a group of another seven related term loan agreements. Of the 2016 term loans, the Company repaid an aggregate amount of € 249.0 million in October 2019, October 2021 and April 2022. Of the 2018 senior term loans, the Company repaid an aggregate amount of € 144.5 million in August 2021 and February 2022, and on August 1, 2023, the Company repaid its 2018 senior term loan due August 2023 in the amount of € 99.5 million (or approximately $ 109.2 million). 14 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) In aggregate, as of September 30, 2023, the Company had indebtedness of € 220.0 million (or approximately $ 232.8 million as of September 30, 2023) through a group of five remaining related term loan agreements. The provisions of the term loan agreements are substantially identical, with the exception of interest rate terms and maturities. As of September 30, 2023, for the term loans with a fixed interest rate, interest is payable in arrears on an annual basis, with interest rates ranging from 1.33 % to 2.26 % and maturity dates between October 2023 and August 2028. For the term loan with a floating interest rate, interest is payable in arrears on a semi-annual basis, with an interest rate based on the EURIBOR plus a margin of 1.10 % and a maturity date of August 2025. On October 19, 2023, the Company repaid its € 73.5 million (or approximately $ 77.7 million) 2016 senior term loan due October 2023. European Investment Bank ("EIB") Senior Term Loan On September 29, 2023, the Company entered into a multi-currency Finance Contract with the EIB permitting the Company to borrow up to € 250.0 million (or approximately $ 264.5 million as of September 30, 2023) to fund up to 50 % of certain investments in research, development and innovation primarily in Germany, France and Finland during the period from 2023 through 2026. The loans will mature at a date established at the time of the relevant draw, which generally will be between four years and ten years for an amortizing draw and between three years and six years for a non-amortizing draw. Loans generally can be prepaid at any time upon the election of the Company and must be prepaid upon the occurrence of certain events. At the time of each draw, the Company will be entitled to elect whether the borrowing will bear a fixed rate of interest equal to the EIB’s then customary rate or a floating rate of interest equal to SOFR (in the case of Dollar denominated loans) or EURIBOR (in the case of non-Dollar denominated loans), in each case plus a margin based upon the Company’s credit rating. The Company also has to fulfill financial covenants with respect to a net leverage ratio and an interest coverage ratio. There were no amounts outstanding under the EIB Senior Term Loan as of September 30, 2023. Subsequent to the end of the quarter, on October 26, 2023, the Company borrowed € 250.0 million (approximately $ 263.7 million) under the arrangement. Bridge Facility As discussed in Note 2, in connection with the planned Joint Venture with Trimble Inc., on September 28, 2023, the Company entered into a bridge facility commitment letter with Morgan Stanley pursuant to which Morgan Stanley has committed to provide a $ 2.0 billion senior unsecured 364-day bridge facility (the "Bridge Facility"). Amounts outstanding under the Bridge Facility will accrue interest at a rate equal to, at the Company’s election, at either (1) the SOFR plus 0.1 % plus a margin ranging from 0.875 % to 2.625 % based on the Company’s credit rating, or (2) the base rate, which is the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.5 %, and (iii) Term SOFR for a one-month tenor plus 1.0 %, plus a margin ranging from 0.000 % to 1.625 % based on the Company’s credit rating, together with a duration fee based on the closing date of the transaction. There are no amounts outstanding under the Bridge Facility as of September 30, 2023. Other Short-Term Borrowings As of September 30, 2023 and December 31, 2022, the Company had short-term borrowings due within one year of approximately $ 25.9 million and $ 8.9 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 September 30, 2023 and December 31, 2022, outstanding letters of credit totaled approximately $ 14.7 million and $ 14.4 million, respectively. 15 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 7. RECOVERABLE INDIRECT TAXES The Company’s Brazilian operations incur value added taxes (“VAT”) on certain purchases of raw materials, components and services. These taxes are accumulated as tax credits and create assets that are reduced by the VAT collected from the Company’s sales in the Brazilian market. The Company regularly assesses the recoverability of these tax credits and establishes reserves when necessary against them, through analyses that include, amongst others, the history of realization, the transfer of tax credits to third parties as authorized by the government, anticipated changes in the supply chain and the future expectation of tax debits from the Company’s ongoing operations. The Company believes that these tax credits, net of established reserves, are realizable. The Company had recorded approximately $ 97.3 million and $ 94.6 million, respectively, of VAT tax credits, net of reserves, as of September 30, 2023 and December 31, 2022. 8. INVENTORIES Inventories at September 30, 2023 and December 31, 2022 were as follows (in millions): September 30, 2023 December 31, 2022 Finished goods $ 1,464.0 $ 994.9 Repair and replacement parts 807.9 750.1 Work in process 432.6 369.8 Raw materials 1,021.5 1,074.9 Inventories, net $ 3,726.0 $ 3,189.7 9. PRODUCT WARRANTY The warranty reserve activity for the three and nine months ended September 30, 2023 and 2022, including deferred revenue associated with the Company's extended warranties that have been sold, was as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Balance at beginning of period $ 727.2 $ 589.5 $ 640.0 $ 592.5 Accruals for warranties issued during the period 123.9 86.1 321.4 231.3 Settlements made (in cash or in kind) during the period ( 94.8 ) ( 81.8 ) ( 222.7 ) ( 189.5 ) Foreign currency translation ( 21.1 ) ( 31.9 ) ( 3.5 ) ( 72.4 ) Balance at September 30 $ 735.2 $ 561.9 $ 735.2 $ 561.9 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. Approximately $ 625.6 million, $ 546.0 million and $ 482.1 million of warranty reserves are included in “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2023, December 31, 2022 and September 30, 2022, respectively. Approximately $ 109.6 million, $ 94.0 million and $ 79.8 million of warranty reserves are included in “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2023, December 31, 2022, and September 30, 2022, 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.” 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.” 16 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 10. 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 September 30, 2023, payment terms with the majority of the Company’s suppliers are generally 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 September 30, 2023, and December 31, 2022, the amounts outstanding that remain unpaid to the banks or other intermediaries totaled $ 90.7 million and $ 121.5 million, respectively, and are reflected in “Accounts payable” in the Company’s Condensed Consolidated Balance Sheets. 11. NET INCOME PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted net income per common share assumes the exercise of outstanding SSARs and the vesting of performance share awards and RSUs, when applicable, 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 attributable to AGCO Corporation and subsidiaries and weighted average common shares outstanding for purposes of calculating basic and diluted net income per share for the three and nine months ended September 30, 2023 and 2022 is as follows (in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic net income per share: Net income attributable to AGCO Corporation and subsidiaries $ 280.6 $ 237.9 $ 832.4 $ 567.4 Weighted average number of common shares outstanding 74.9 74.6 74.9 74.6 Basic net income per share attributable to AGCO Corporation and subsidiaries $ 3.75 $ 3.19 $ 11.11 $ 7.60 Diluted net income per share: Net income attributable to AGCO Corporation and subsidiaries $ 280.6 $ 237.9 $ 832.4 $ 567.4 Weighted average number of common shares outstanding 74.9 74.6 74.9 74.6 Dilutive SSARs, performance share awards and RSUs 0.1 0.3 0.1 0.3 Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share 75.0 74.9 75.0 74.9 Diluted net income per share attributable to AGCO Corporation and subsidiaries $ 3.74 $ 3.18 $ 11.10 $ 7.58 There were no SSARs outstanding for the three and nine months ended September 30, 2023 and 2022 that had an antidilutive impact. 17 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 12. INCOME TAXES At September 30, 2023 and December 31, 2022, the Company had approximately $ 312.9 million and $ 281.7 million, respectively, of gross unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. Gross unrecognized income tax benefits as of September 30, 2023 and December 31, 2022 exclude certain indirect favorable effects that relate to other tax jurisdictions of approximately $ 91.8 million and $ 74.0 million, respectively. In addition, the gross unrecognized income tax benefits as of September 30, 2023 and December 31, 2022 exclude certain deposits made in a foreign jurisdiction of approximately $ 25.7 million, net of $ 19.0 million refunds received, and $ 45.1 million, respectively, associated with an ongoing audit. At September 30, 2023 and December 31, 2022, the Company had approximately $ 10.8 million and $ 10.4 million, respectively, of accrued or deferred taxes related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions that it expects to settle or pay in the next 12 months, reflected in “Other current liabilities” in the Company’s Condensed Consolidated Balance Sheets. At September 30, 2023 and December 31, 2022, the Company had approximately $ 304.7 million and $ 274.1 million, respectively, of accrued taxes reflected in “Other noncurrent liabilities”, and approximately $ 2.6 million and $ 2.8 million, respectively, of deferred tax assets related to uncertain tax positions that it expects to settle or pay beyond 12 months, reflected in “Deferred tax assets” in the Company’s Condensed Consolidated Balance Sheets. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. At September 30, 2023 and December 31, 2022, the Company had accrued interest and penalties related to unrecognized tax benefits of approximately $ 25.5 million and $ 25.8 million, respectively. Generally, tax years 2019 through 2022 remain open to examination by taxing authorities in the United States and certain other foreign tax jurisdictions. The Company and its subsidiaries are routinely examined by tax authorities in the United States and in various state, local and foreign jurisdictions. As of September 30, 2023, a number of income tax examinations in foreign jurisdictions are ongoing. The Company maintains a valuation allowance to reserve against its net deferred tax assets in certain foreign jurisdictions. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax 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 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 the Company will realize its remaining net deferred tax assets, net of the valuation allowance, in future years. In 2008 and 2012, as part of routine audits, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of the Company’s Brazilian operations and the related transfer of certain assets to the Company’s Brazilian subsidiaries. The amount of the tax disallowance through September 30, 2023, not including interest and penalties, would have been approximately 131.5 million Brazilian reais (or approximately $ 26.3 million). The amount ultimately in dispute would have been significantly greater because of interest and penalties. The Company historically had been advised by its legal and tax advisors that its position with respect to the deductions was allowable under the tax laws of Brazil. The Company contested the disallowance and maintained that it was not likely that the assessment, interest or penalties would require payment. The ultimate outcome of the case would not have been determined until the Brazilian tax appeal process was completed. On January 12, 2023, the Brazilian government issued a “Litigation Zero” tax amnesty program, whereby cases being disputed at the administrative court level of review for a period of more than ten years could be considered for amnesty. Enrollment in the amnesty program would not be considered an admission of guilt with respect to outstanding cases. The amnesty program allowed companies to settle outstanding contested cases at a significant monetary discount. After weighing various impacts involved with enrollment, including the avoidance of potential interest, penalties and legal costs, the Company enrolled in the program in the quarter ended March 31, 2023. The Company recorded its best estimate of the ultimate settlement under the amnesty program of approximately 182.6 million Brazilian reais (or approximately $ 34.8 million) within “Income tax provision” for the nine months ended September 30, 2023, net of associated U.S. income tax credits of approximately $ 8.4 million. The Company paid installment payments related to the program of 166.7 million Brazilian reais (or approximately $ 33.4 million) during the nine months ended September 30, 2023 and paid the final installment payment totaling approximately $ 4.4 million in October 2023. The payments were inclusive of $ 1.2 million of interest on payments and approximately $ 1.8 million of negative currency translation. 18 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 13. 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 $ 247.0 million and $ 364.8 million as of September 30, 2023 and December 31, 2022, respectively. Steel Commodity Contracts The Company designates certain steel commodity contracts as cash flow hedges of expected future purchases of steel. The total notional value of derivatives that were designated as cash flow hedges was approximately $ 0.4 million and $ 0.9 million as of September 30, 2023 and December 31, 2022, respectively. 19 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) The following tables summarize the after-tax impact that changes in the fair value of derivatives designated as cash flow hedges had on accumulated other comprehensive loss and net income during the three and nine months ended September 30, 2023 and 2022 (in millions): Recognized in Net Income Three Months Ended September 30, Loss Recognized in Accumulated Other Comprehensive Loss Classification of Gain (Loss) Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of the Line Item in the Condensed Consolidated Statements of Operations Containing Hedge Losses 2023 Foreign currency contracts (1) $ ( 1.7 ) Cost of goods sold $ ( 2.5 ) $ 2,521.5 Commodity contracts (2) ( 0.1 ) Cost of goods sold 0.2 $ 2,521.5 Total $ ( 1.8 ) $ ( 2.3 ) 2022 Foreign currency contracts $ ( 3.4 ) Cost of goods sold $ ( 4.3 ) $ 2,382.7 Commodity contracts ( 0.4 ) Cost of goods sold ( 0.8 ) $ 2,382.7 Total $ ( 3.8 ) $ ( 5.1 ) Recognized in Net Income Nine Months Ended September 30, Gain (Loss) Recognized in Accumulated Other Comprehensive Loss Classification of Gain (Loss) Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Total Amount of the Line Item in the Condensed Consolidated Statements of Operations Containing Hedge Losses 2023 Foreign currency contracts (1) $ ( 8.6 ) Cost of goods sold $ ( 5.1 ) $ 7,817.1 Commodity contracts (2) 0.1 Cost of goods sold 0.1 $ 7,817.1 Total $ ( 8.5 ) $ ( 5.0 ) 2022 Foreign currency contracts $ ( 9.9 ) Cost of goods sold ( 6.3 ) $ 6,691.8 Commodity contracts ( 3.5 ) Cost of goods sold ( 1.9 ) $ 6,691.8 Total $ ( 13.4 ) $ ( 8.2 ) ____________________________________ (1) The outstanding contracts as of September 30, 2023 range in maturity through December 2023. (2) The outstanding contracts as of September 30, 2023 range in maturity through November 2023. 20 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 September 30, 2023 (in millions): Before-Tax Amount Income Tax After-Tax Amount Accumulated derivative net losses as of June 30, 2023 $ ( 6.7 ) $ ( 1.8 ) $ ( 4.9 ) Net changes in fair value of derivatives ( 2.0 ) ( 0.2 ) ( 1.8 ) Net losses reclassified from accumulated other comprehensive loss into income 2.8 0.5 2.3 Accumulated derivative net losses as of September 30, 2023 $ ( 5.9 ) $ ( 1.5 ) $ ( 4.4 ) The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by the Company during the nine months ended September 30, 2023 (in millions): Before-Tax Amount Income Tax After-Tax Amount Accumulated derivative net losses as of December 31, 2022 $ ( 1.0 ) $ ( 0.1 ) $ ( 0.9 ) Net changes in fair value of derivatives ( 11.3 ) ( 2.8 ) ( 8.5 ) Net losses reclassified from accumulated other comprehensive loss into income 6.4 1.4 5.0 Accumulated derivative net losses as of September 30, 2023 $ ( 5.9 ) $ ( 1.5 ) $ ( 4.4 ) As of September 30, 2023, approximately $ 2.2 million and $ 0.2 million of derivative realized net losses, before taxes, remain in accumulated other comprehensive loss related to foreign currency contracts and commodity contracts, respectively, associated with inventory that had not yet been sold. 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. On January 29, 2021, the Company entered into a new 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 has an expiration date of January 29, 2028. At maturity of the cross currency swap contract, the Company will deliver the notional amount of approximately € 247.9 million (or approximately $ 262.3 million as of September 30, 2023) and will receive $ 300.0 million from the counterparties. The Company will receive quarterly interest payments from the counterparties based on a fixed interest rate until the maturity of the cross currency swap. During the nine months ended September 30, 2023, the Company designated € 150.0 million (or approximately $ 158.7 million as of September 30, 2023) of its multi-currency revolving credit facility maturing December 2027 as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net investment. 21 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) The following table summarizes the notional values of the instruments designated as a net investment hedge (in millions): Notional Amount as of September 30, 2023 December 31, 2022 Cross currency swap contract $ 300.0 $ 300.0 Foreign currency denominated debt 158.7 — The following table summarizes the changes in the fair value of the cross currency swap contract designated as a net investment hedge during the three and nine months ended September 30, 2023 and 2022 (in millions): Gain (Loss) Recognized in Accumulated Other Comprehensive Loss for the Three Months Ended Gain (Loss) Recognized in Accumulated Other Comprehensive Loss for the Nine Months Ended Before-Tax Amount Income Tax Benefit (Expense) After-Tax Amount Before-Tax Amount Income Tax Benefit (Expense) After-Tax Amount September 30, 2023 $ 4.1 $ ( 1.0 ) $ 3.1 $ ( 2.6 ) $ 0.7 $ ( 1.9 ) September 30, 2022 13.7 ( 3.5 ) 10.2 34.5 ( 8.9 ) 25.6 The following table summarizes the changes in the fair value of foreign currency denominated debt designated as a net investment hedge during the three and nine months ended September 30, 2023 and 2022 (in millions): Gain Recognized in Accumulated Other Comprehensive Loss for the Three Months Ended Gain Recognized in Accumulated Other Comprehensive Loss for the Nine Months Ended Before-Tax Amount Income Tax Benefit (Expense) After-Tax Amount Before-Tax Amount Income Tax Benefit (Expense) After-Tax Amount September 30, 2023 $ 2.4 $ ( 0.7 ) $ 1.7 $ 3.7 $ ( 1.0 ) $ 2.7 September 30, 2022 — — — — — — Derivative Transactions Not Designated as Hedging Instruments The Company enters into foreign currency contracts to economically hedge a portion of its receivables and payables on the Company and its subsidiaries’ balance sheets that are denominated in foreign currencies other than the functional currency. These contracts are classified as non-designated derivative instruments. Gains and losses on such contracts are substantially offset by losses and gains on the remeasurement of the underlying asset or liability being hedged and are immediately recognized into earnings. As of September 30, 2023 and December 31, 2022, the Company had outstanding foreign currency contracts with a notional amount of approximately $ 5.1 billion and $ 3.7 billion, respectively. The following table summarizes the impact that changes in the fair value of derivatives not designated as hedging instruments had on net income (in millions): Loss Recognized in Net Income for the Three Months Ended Gain (Loss) Recognized in Net Income for the Nine Months Ended Classification of Gain (Loss) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Foreign currency contracts Other expense, net $ ( 9.9 ) $ ( 6.1 ) $ 39.2 $ ( 19.5 ) 22 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) The table below sets forth the fair value of derivative instruments as of September 30, 2023 (in millions): Asset Derivatives as of September 30, 2023 Liability Derivatives as of September 30, 2023 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivative instruments designated as hedging instruments: Foreign currency contracts Other current assets $ 1.3 Other current liabilities $ 4.6 Commodity contracts Other current assets — Other current liabilities — Cross currency swap contract Other noncurrent assets 30.4 Other noncurrent liabilities — Derivative instruments not designated as hedging instruments: Foreign currency contracts (1) Other current assets 18.8 Other current liabilities 7.0 Total derivative instruments $ 50.5 $ 11.6 __________________________________ (1) The outstanding contracts as of September 30, 2023 range in maturity through December 2023. The table below sets forth the fair value of derivative instruments as of December 31, 2022 (in millions): Asset Derivatives as of December 31, 2022 Liability Derivatives as of December 31, 2022 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivative instruments designated as hedging instruments: Foreign currency contracts Other current assets $ 1.3 Other current liabilities $ 1.3 Commodity contracts Other current assets — Other current liabilities — Cross currency swap contract Other noncurrent assets 33.0 Other noncurrent liabilities — Derivative instruments not designated as hedging instruments: Foreign currency contracts (1) Other current assets 6.6 Other current liabilities 39.1 Total derivative instruments $ 40.9 $ 40.4 ___________________________________ (1) The outstanding contracts as of December 31, 2022 range in maturity through March 2023. 23 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 14. CHANGES IN STOCKHOLDERS’ EQUITY The following tables set forth changes in stockholders’ equity attributed to AGCO Corporation and its subsidiaries and to noncontrolling interests for the three and nine months ended September 30, 2023 and 2022 (in millions): Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interests Total Stockholders’ Equity Balance, June 30, 2023 $ 0.7 $ 36.1 $ 5,786.8 $ ( 1,684.8 ) $ 0.2 $ 4,139.0 Stock compensation — 10.2 — — — 10.2 Issuance of stock awards — ( 0.3 ) — — — ( 0.3 ) Comprehensive income: Net income (loss) — — 280.6 — ( 0.1 ) 280.5 Other comprehensive income, net of reclassification adjustments: Foreign currency translation adjustments — — — ( 54.5 ) — ( 54.5 ) Defined benefit pension plans, net of tax — — — 1.9 — 1.9 Deferred gains and losses on derivatives, net of tax — — — 0.5 — 0.5 Payment of dividends to stockholders — — ( 21.7 ) — — ( 21.7 ) Balance, September 30, 2023 $ 0.7 $ 46.0 $ 6,045.7 $ ( 1,736.9 ) $ 0.1 $ 4,355.6 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interests Total Stockholders’ Equity Balance, December 31, 2022 $ 0.7 $ 30.2 $ 5,654.6 $ ( 1,803.1 ) $ 0.2 $ 3,882.6 Stock compensation — 37.5 — — — 37.5 Issuance of stock awards — ( 20.5 ) — — — ( 20.5 ) SSARs exercised — ( 1.2 ) — — — ( 1.2 ) Comprehensive income: Net income (loss) — — 832.4 — ( 0.1 ) 832.3 Other comprehensive income, net of reclassification adjustments: Foreign currency translation adjustments — — — 64.1 — 64.1 Defined benefit pension plans, net of tax — — — 5.6 — 5.6 Deferred gains and losses on derivatives, net of tax — — — ( 3.5 ) — ( 3.5 ) Payment of dividends to stockholders — — ( 435.8 ) — — ( 435.8 ) Adoption of ASU 2016-13 by finance joint ventures — — ( 5.5 ) — — ( 5.5 ) Balance, September 30, 2023 $ 0.7 $ 46.0 $ 6,045.7 $ ( 1,736.9 ) $ 0.1 $ 4,355.6 24 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interests Total Stockholders’ Equity Balance, June 30, 2022 $ 0.7 $ 13.3 $ 5,130.3 $ ( 1,761.1 ) $ 0.1 $ 3,383.3 Stock compensation — 7.8 — — — 7.8 Issuance of stock awards — 0.7 — — — 0.7 Comprehensive income: Net income — — 237.9 — — 237.9 Other comprehensive loss, net of reclassification adjustments: Foreign currency translation adjustments — — — ( 75.7 ) — ( 75.7 ) Defined benefit pension plans, net of tax — — — ( 16.9 ) — ( 16.9 ) Deferred gains and losses on derivatives, net of tax — — — 1.3 — 1.3 Payment of dividends to stockholders — — ( 17.9 ) — — ( 17.9 ) Change in noncontrolling interest — — — — 0.1 0.1 Balance, September 30, 2022 $ 0.7 $ 21.8 $ 5,350.3 $ ( 1,852.4 ) $ 0.2 $ 3,520.6 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interests Total Stockholders’ Equity Balance, December 31, 2021 $ 0.7 $ 3.9 $ 5,182.2 $ ( 1,770.9 ) $ 27.9 $ 3,443.8 Stock compensation — 25.4 — — — 25.4 Issuance of stock awards — ( 6.5 ) ( 12.9 ) — — ( 19.4 ) SSARs exercised — ( 1.0 ) — — — ( 1.0 ) Comprehensive income: Net income (loss) — — 567.4 — ( 14.9 ) 552.5 Other comprehensive income, net of reclassification adjustments: Foreign currency translation adjustments — — — ( 62.8 ) 0.9 ( 61.9 ) Defined benefit pension plans, net of tax — — — ( 13.5 ) — ( 13.5 ) Deferred gains and losses on derivatives, net of tax — — — ( 5.2 ) — ( 5.2 ) Payment of dividends to stockholders — — ( 386.4 ) — — ( 386.4 ) Distributions to noncontrolling interest — — — — ( 13.8 ) ( 13.8 ) Change in noncontrolling interest — — — — 0.1 0.1 Balance, September 30, 2022 $ 0.7 $ 21.8 $ 5,350.3 $ ( 1,852.4 ) $ 0.2 $ 3,520.6 25 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Total comprehensive loss attributable to noncontrolling interests for the three and nine months ended September 30, 2023 and 2022 was as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net loss $ ( 0.1 ) $ — $ ( 0.1 ) $ ( 14.9 ) Other comprehensive income: Foreign currency translation adjustments — — — 0.9 Total comprehensive loss $ ( 0.1 ) $ — $ ( 0.1 ) $ ( 14.0 ) The following table sets forth changes in accumulated other comprehensive loss by component, net of tax, attributed to AGCO Corporation and its subsidiaries for the nine months ended September 30, 2023 (in millions): Defined Benefit Pension Plans Deferred Net (Losses) Gains on Derivatives Cumulative Translation Adjustment Total Accumulated other comprehensive loss, December 31, 2022 $ ( 231.2 ) $ ( 0.9 ) $ ( 1,571.0 ) $ ( 1,803.1 ) Other comprehensive (loss) income before reclassifications — ( 8.5 ) 64.1 55.6 Net losses reclassified from accumulated other comprehensive loss 5.6 5.0 — 10.6 Other comprehensive income (loss), net of reclassification adjustments 5.6 ( 3.5 ) 64.1 66.2 Accumulated other comprehensive loss, September 30, 2023 $ ( 225.6 ) $ ( 4.4 ) $ ( 1,506.9 ) $ ( 1,736.9 ) The following table sets forth reclassification adjustments out of accumulated other comprehensive loss by component attributed to AGCO Corporation and its subsidiaries for the three and nine months ended September 30, 2023 and 2022 (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 September 30, 2023 (1) Three Months Ended September 30, 2022 (1) Derivatives: Net losses on foreign currency contracts $ 3.0 $ 5.5 Cost of goods sold Net (gains) losses on commodity contracts ( 0.2 ) 1.1 Cost of goods sold Reclassification before tax 2.8 6.6 Income tax benefit ( 0.5 ) ( 1.5 ) Income tax provision Reclassification net of tax $ 2.3 $ 5.1 Defined benefit pension plans: Amortization of net actuarial losses $ 2.2 $ 2.0 Other expense, net (2) Amortization of prior service cost 0.3 — Other expense, net (2) Reclassification before tax 2.5 2.0 Income tax benefit ( 0.6 ) ( 0.6 ) Income tax provision Reclassification net of tax $ 1.9 $ 1.4 Net losses reclassified from accumulated other comprehensive loss $ 4.2 $ 6.5 __________________________________ (1) Losses included within the Condensed Consolidated Statements of Operations for the three months ended September 30, 2023 and 2022, respectively. (2) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. See Note 16 for additional information on the Company’s defined benefit pension plans. 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 Nine Months Ended September 30, 2023 (1) Nine Months Ended September 30, 2022 (1) Derivatives: Net losses on foreign currency contracts $ 6.5 $ 8.2 Cost of goods sold Net (gains) losses on commodity contracts ( 0.1 ) 2.6 Cost of goods sold Reclassification before tax 6.4 10.8 Income tax benefit ( 1.4 ) ( 2.6 ) Income tax provision Reclassification net of tax $ 5.0 $ 8.2 Defined benefit pension plans: Amortization of net actuarial losses $ 6.4 $ 6.4 Other expense, net (2) Amortization of prior service cost 1.1 0.2 Other expense, net (2) Reclassification before tax 7.5 6.6 Income tax benefit ( 1.9 ) ( 1.8 ) Income tax provision Reclassification net of tax $ 5.6 $ 4.8 Net losses reclassified from accumulated other comprehensive loss $ 10.6 $ 13.0 __________________________________ (1) Losses included within the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2023 and 2022, respectively. (2) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. See Note 16 for additional information on the Company’s defined benefit pension plans. Share Repurchase Program In November 2021, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase an aggregate of $ 60.0 million of shares of its common stock. The Company received 393,733 shares in this transaction as of December 31, 2021. On January 19, 2022, the Company received an additional 113,824 shares upon final settlement of its November 2021 ASR agreement. All shares received under the ASR agreement were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2023, the Company did not purchase any shares directly or enter into any accelerated share repurchase agreements. As of September 30, 2023, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $ 110.0 million, which has no expiration date. Dividends On April 27, 2023, the Company's Board of Directors approved an increase to its quarterly dividend commencing in the second quarter of 2023 by 21 % to $ 0.29 per common share and declared a special variable dividend of $ 5.00 per common share that was paid during the second quarter of 2023. During the three months ended September 30, 2023 and September 30, 2022, the Company declared and paid cash dividends of $ 0.29 and $ 0.24 per common share, respectively. During the nine months ended September 30, 2023 and September 30, 2022, the Company declared and paid cash dividends of $ 5.81 and $ 5.16 per common share, respectively. On October 26, 2023, the Company approved the quarterly dividend of $ 0.29 per common share to be paid on December 15, 2023, to all stockholders of record as of the close of business November 15, 2023. 27 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 15. 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. For the nine months ended September 30, 2023 and September 30, 2022, the cash received from receivables sold under the U.S., Canadian, European and Brazilian accounts receivable sales agreements was approximately $ 2.1 billion and $ 1.2 billion, respectively. Under the terms of the accounts receivable sales agreements in North America, 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 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 these facilities 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. For the nine months ended September 30, 2023 and September 30, 2022, the cash received from these arrangements was approximately $ 218.7 million and $ 170.8 million, 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 $ 40.5 million and $ 99.3 million during the three and nine months ended September 30, 2023, respectively. Losses on sales of receivables associated with the accounts receivable financing facilities discussed above, reflected within “Other expense, net” in the Company’s Condensed Consolidated Statements of Operations, were approximately $ 20.4 million and $ 38.5 million, respectively, during the three and nine ended September 30, 2022, respectively. The Company’s finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to the Company’s dealers. The receivables associated with these arrangements are without recourse to the Company. The Company does not service the receivables after the sale occurs and does not maintain any direct retained interest in the receivables. As of September 30, 2023 and December 31, 2022, these finance joint ventures had approximately $ 139.4 million and $ 69.5 million, respectively, of outstanding accounts receivable associated with these arrangements. The Company accounts for these arrangements as off-balance sheet transactions. 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. 28 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 16. 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 nine months ended September 30, 2023 and 2022 are set forth below (in millions): Three Months Ended September 30, Nine Months Ended September 30, Pension benefits 2023 2022 2023 2022 Service cost $ 2.4 $ 3.2 $ 7.2 $ 9.8 Interest cost 7.5 3.6 22.0 11.4 Expected return on plan assets ( 7.5 ) ( 4.1 ) ( 22.1 ) ( 13.1 ) Amortization of net actuarial losses 2.2 2.0 6.4 6.4 Amortization of prior service cost 0.3 — 1.0 0.1 Net periodic pension cost $ 4.9 $ 4.7 $ 14.5 $ 14.6 Three Months Ended September 30, Nine Months Ended September 30, Postretirement benefits 2023 2022 2023 2022 Service cost $ — $ — $ — $ 0.1 Interest cost 0.4 0.2 1.0 0.7 Amortization of prior service cost — — 0.1 0.1 Net periodic postretirement benefit cost $ 0.4 $ 0.2 $ 1.1 $ 0.9 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 nine months ended September 30, 2023, the Company made approximately $ 26.7 million of contributions to its defined pension benefit plans. The Company currently estimates its minimum contributions for 2023 to its defined pension benefit plans will aggregate approximately $ 34.6 million. During the nine months ended September 30, 2023, the Company made approximately $ 1.2 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 2023. 29 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 17. 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. 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. See Note 13 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 September 30, 2023 and December 31, 2022 are summarized below (in millions): As of September 30, 2023 Level 1 Level 2 Level 3 Total Derivative assets $ — $ 50.5 $ — $ 50.5 Derivative liabilities — 11.6 — 11.6 As of December 31, 2022 Level 1 Level 2 Level 3 Total Derivative assets $ — $ 40.9 $ — $ 40.9 Derivative liabilities — 40.4 — 40.4 The carrying amounts of long-term debt under the Company’s 1.002 % senior term loan due 2025 and senior term loans due between 2023 and 2028 approximate fair value based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. At September 30, 2023, the estimated fair value of the Company's 0.800 % senior notes due 2028, based on listed market values, was approximately € 496.9 million (or approximately $ 525.8 million as of September 30, 2023), compared to the carrying value of € 600.0 million (or approximately $ 634.9 million as of September 30, 2023). See Note 6 for additional information on the Company’s long-term debt. 30 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 18. SEGMENT REPORTING The Company’s four reportable segments distribute a full range of agricultural equipment and related replacement parts. The Company evaluates segment performance primarily based on income from operations. Sales for each segment are based on the location of the third-party customer. The Company’s selling, general and administrative expenses and engineering expenses are generally charged to each segment based on the region and division where the expenses are incurred. As a result, the components of income from operations for one segment may not be comparable to another segment. Segment results for the three and nine months ended September 30, 2023 and 2022 and assets as of September 30, 2023 and December 31, 2022 based on the Company’s reportable segments are as follows (in millions): Three Months Ended September 30, North America South America Europe/Middle East Asia/Pacific/Africa Total Segments 2023 Net sales $ 941.1 $ 719.8 $ 1,586.9 $ 207.7 $ 3,455.5 Income from operations 139.8 149.8 199.3 19.2 508.1 Depreciation 16.2 9.6 28.5 4.5 58.8 Capital expenditures 25.0 15.4 79.5 0.8 120.7 2022 Net sales $ 910.5 $ 571.2 $ 1,390.1 $ 249.8 $ 3,121.6 Income from operations 112.7 107.5 142.1 33.0 395.3 Depreciation 15.4 7.1 24.5 3.6 50.6 Capital expenditures 57.8 15.7 51.4 6.4 131.3 Nine Months Ended September 30, North America South America Europe/Middle East Asia/Pacific/Africa Total Segments 2023 Net sales $ 2,861.0 $ 1,822.2 $ 5,281.5 $ 647.0 $ 10,611.7 Income from operations 378.8 370.7 733.9 58.2 1,541.6 Depreciation 46.3 26.3 83.0 13.3 168.9 Capital expenditures 96.7 49.2 209.3 2.5 357.7 2022 Net sales $ 2,351.4 $ 1,446.8 $ 4,260.8 $ 693.5 $ 8,752.5 Income from operations 218.2 239.1 465.6 97.7 1,020.6 Depreciation 45.6 21.7 78.0 11.8 157.1 Capital expenditures 88.7 36.9 133.1 11.8 270.5 Assets As of September 30, 2023 $ 1,943.1 $ 1,551.4 $ 2,932.7 $ 875.1 $ 7,302.3 As of December 31, 2022 1,790.3 1,259.8 2,475.6 650.5 6,176.2 31 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) A reconciliation from the segment information to the consolidated balances for income from operations and total assets is set forth below (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Segment income from operations $ 508.1 $ 395.3 $ 1,541.6 $ 1,020.6 Impairment charges — — — ( 36.0 ) Corporate expenses ( 59.5 ) ( 40.1 ) ( 146.6 ) ( 110.8 ) Amortization of intangibles ( 14.4 ) ( 14.7 ) ( 43.3 ) ( 45.4 ) Stock compensation expense ( 9.8 ) ( 7.4 ) ( 36.1 ) ( 24.4 ) Restructuring expenses ( 0.8 ) ( 1.0 ) ( 8.3 ) ( 4.4 ) Consolidated income from operations $ 423.6 $ 332.1 $ 1,307.3 $ 799.6 September 30, 2023 December 31, 2022 Segment assets $ 7,302.3 $ 6,176.2 Cash, cash equivalents and restricted cash 680.7 789.5 Investments in affiliates 512.2 436.9 Deferred tax assets, other current and noncurrent assets 1,224.6 1,025.9 Intangible assets, net 322.8 364.4 Goodwill 1,308.5 1,310.8 Consolidated total assets $ 11,351.1 $ 10,103.7 32 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 19. COMMITMENTS AND CONTINGENCIES Leases Lease payment amounts for operating and finance leases with remaining terms greater than one year as of September 30, 2023 and December 31, 2022 were as follows (in millions): September 30, 2023 December 31, 2022 Operating Leases (1) Finance Leases Operating Leases (1) Finance Leases 2023 $ 13.8 $ 0.2 $ 47.8 $ 0.8 2024 47.8 0.7 36.6 0.6 2025 37.7 0.6 27.0 0.4 2026 28.0 0.4 19.1 0.2 2027 17.4 0.4 13.4 0.2 Thereafter 59.4 5.6 51.2 6.0 Total lease payments 204.1 7.9 195.1 8.2 Less: imputed interest (2) ( 33.0 ) ( 2.1 ) ( 27.5 ) ( 2.1 ) Present value of leased liabilities $ 171.1 $ 5.8 $ 167.6 $ 6.1 __________________________________ (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 The Company maintains a remarketing agreement with its U.S. finance joint venture, AGCO Finance LLC, whereby the Company is obligated to repurchase up to $ 6.0 million of repossessed equipment each calendar year. The Company believes that any losses that it might incur on the resale of this equipment will not be material, due to the fair value of the underlying equipment. At September 30, 2023, the Company had outstanding guarantees issued to its Argentine finance joint venture, AGCO Capital Argentina S.A. (“AGCO Capital”) of approximately $ 36.6 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, and the guarantees are not material. The Company believes the credit risk associated with these guarantees is not material. In addition, at September 30, 2023, the Company had accrued approximately $ 14.7 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 $ 185.0 million. Other At September 30, 2023, the Company had outstanding designated and non-designated foreign exchange contracts with a gross notional amount of approximately $ 5,305.5 million. The outstanding contracts as of September 30, 2023 range in maturity through December 2023. The Company also had outstanding designated steel commodity contracts with a gross notional amount of approximately $ 0.4 million that range in maturity through November 2023. 33 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 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 15 for discussion of the Company’s accounts receivable sales agreements. Contingencies In 2008 and 2012, as part of routine audits, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of the Company’s Brazilian operations and the related transfer of certain assets to the Company’s Brazilian subsidiaries. See Note 12 for the discussion of the Company's resolution of the disputed deductions under a tax amnesty program. During 2017, the Company purchased Precision Planting, which provides precision agricultural technology solutions. In 2018, Deere & Company (“Deere”) filed separate complaints in the U.S. District Court of Delaware against the Company and Precision Planting alleging that certain products of those entities infringed certain patents of Deere. The two complaints subsequently were consolidated into a single case, Case No. 1:18-cv-00827-CFC. In July 2022, the case was tried before a jury, which determined that the Company and Precision Planting had not infringed the Deere patents. Following customary post-trial procedures, the Court entered a judgement in the Company’s favor, and Deere appealed the judgment to the U.S. Court of Appeals for the Federal Circuit. The parties currently are briefing of the appeal. The Company has an indemnity right under the purchase agreement related to the acquisition of Precision Planting from its previous owner. Pursuant to that right, the previous owner of Precision Planting currently is responsible for the litigation costs associated with the complaint and is obligated to reimburse AGCO for some or all of the damages in the event of an adverse outcome in the litigation. 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. 34 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) 20. REVENUE Contract Liabilities Contract liabilities relate to the following: (1) unrecognized revenues where advance 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 advance 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 and (3) unrecognized revenues where advance payment of consideration precedes the Company’s performance with respect to technology services and where the performance obligation is satisfied over time. Significant changes in the balance of contract liabilities for the three and nine months ended September 30, 2023 and 2022 were as follows (in millions): Three Months Ended September 30, 2023 2022 Balance at beginning of period $ 274.6 $ 217.7 Advance consideration received 47.7 52.7 Revenue recognized during the period for extended warranty contracts, maintenance services and technology services ( 25.1 ) ( 19.4 ) Revenue recognized during the period related to grain storage and protein production systems ( 6.8 ) ( 29.6 ) Foreign currency translation ( 5.8 ) ( 12.0 ) Balance at September 30 $ 284.6 $ 209.4 Nine Months Ended September 30, 2023 2022 Balance at beginning of period $ 239.0 $ 226.2 Advance consideration received 164.2 127.2 Revenue recognized during the period for extended warranty contracts, maintenance services and technology services ( 76.8 ) ( 58.4 ) Revenue recognized during the period related to grain storage and protein production systems ( 40.7 ) ( 58.1 ) Foreign currency translation ( 1.1 ) ( 27.5 ) Balance at September 30 $ 284.6 $ 209.4 The contract liabilities are classified as either “Accrued expenses” or “Other current liabilities” and “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2023, the Company recognized approximately $ 26.9 million and $ 96.9 million of revenue that was recorded as a contract liability at the beginning of 2023. During the three and nine months ended September 30, 2022, the Company recognized approximately $ 22.0 million and $ 74.2 million of revenue that was recorded as a contract liability at the beginning of 2022. Remaining Performance Obligations The estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2023 are $ 33.3 million for the remainder of 2023, $ 97.4 million in 2024, $ 71.5 million in 2025, $ 37.8 million in 2026 and $ 24.5 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. 35 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Disaggregated Revenue Net sales for the three months ended September 30, 2023 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 $ 744.6 $ — $ — $ — $ 744.6 Canada 157.3 — — — 157.3 Brazil — 600.3 — — 600.3 Other South America — 115.9 — — 115.9 Germany — — 342.3 — 342.3 France — — 339.2 — 339.2 United Kingdom and Ireland — — 134.3 — 134.3 Finland and Scandinavia — — 181.5 — 181.5 Italy — — 103.4 — 103.4 Other Europe — — 398.2 — 398.2 Middle East and Algeria — — 88.0 — 88.0 Africa — — — 40.9 40.9 Asia — — — 72.7 72.7 Australia and New Zealand — — — 94.1 94.1 Mexico, Central America and Caribbean 39.2 3.6 — — 42.8 $ 941.1 $ 719.8 $ 1,586.9 $ 207.7 $ 3,455.5 Major products: Tractors $ 347.5 $ 418.3 $ 1,126.4 $ 116.9 $ 2,009.1 Replacement parts 107.1 41.8 292.6 26.0 467.5 Grain storage and protein production systems 169.8 33.0 32.9 25.5 261.2 Combines, application equipment and other machinery 316.7 226.7 135.0 39.3 717.7 $ 941.1 $ 719.8 $ 1,586.9 $ 207.7 $ 3,455.5 36 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Net sales for the three months ended September 30, 2022 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) Consolidated (1) Primary geographical markets: United States $ 730.7 $ — $ — $ — $ 730.7 Canada 140.6 — — — 140.6 Brazil — 459.3 — — 459.3 Other South America — 108.8 — — 108.8 Germany — — 294.9 — 294.9 France — — 253.1 — 253.1 United Kingdom and Ireland — — 148.1 — 148.1 Finland and Scandinavia — — 176.4 — 176.4 Italy — — 95.2 — 95.2 Other Europe — — 367.6 — 367.6 Middle East and Algeria — — 54.8 — 54.8 Africa — — — 44.7 44.7 Asia — — — 94.0 94.0 Australia and New Zealand — — — 111.1 111.1 Mexico, Central America and Caribbean 39.2 3.1 — — 42.3 $ 910.5 $ 571.2 $ 1,390.1 $ 249.8 $ 3,121.6 Major products: Tractors $ 328.2 $ 294.0 $ 977.2 $ 137.5 $ 1,736.9 Replacement parts 109.5 41.4 246.2 28.0 425.1 Grain storage and protein production systems 175.3 56.8 43.0 37.3 312.4 Combines, application equipment and other machinery 297.4 179.0 123.8 47.1 647.3 $ 910.5 $ 571.2 $ 1,390.1 $ 249.8 $ 3,121.6 ____________________________________ (1) Rounding may impact the summation of amounts. 37 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Net sales for the nine months ended September 30, 2023 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 $ 2,276.4 $ — $ — $ — $ 2,276.4 Canada 469.9 — — — 469.9 Brazil — 1,537.8 — — 1,537.8 Other South America — 273.0 — — 273.0 Germany — — 1,190.9 — 1,190.9 France — — 1,014.3 — 1,014.3 United Kingdom and Ireland — — 482.1 — 482.1 Finland and Scandinavia — — 587.4 — 587.4 Italy — — 337.2 — 337.2 Other Europe — — 1,355.2 — 1,355.2 Middle East and Algeria — — 314.4 — 314.4 Africa — — — 106.4 106.4 Asia — — — 261.5 261.5 Australia and New Zealand — — — 279.1 279.1 Mexico, Central America and Caribbean 114.7 11.4 — — 126.1 $ 2,861.0 $ 1,822.2 $ 5,281.5 $ 647.0 $ 10,611.7 Major products: Tractors $ 995.0 $ 1,072.9 $ 3,725.4 $ 356.0 $ 6,149.3 Replacement parts 339.1 124.1 874.9 76.8 1,414.9 Grain storage and protein production systems 506.1 112.6 116.7 94.7 830.1 Combines, application equipment and other machinery 1,020.8 512.6 564.5 119.5 2,217.4 $ 2,861.0 $ 1,822.2 $ 5,281.5 $ 647.0 $ 10,611.7 38 Table of Contents Notes to Condensed Consolidated Financial Statements - Continued (unaudited) Net sales for the nine months ended September 30, 2022 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 Consolidated Primary geographical markets: United States $ 1,884.4 $ — $ — $ — $ 1,884.4 Canada 367.5 — — — 367.5 Brazil — 1,156.4 — — 1,156.4 Other South America — 280.1 — — 280.1 Germany — — 900.2 — 900.2 France — — 782.3 — 782.3 United Kingdom and Ireland — — 451.3 — 451.3 Finland and Scandinavia — — 569.5 — 569.5 Italy — — 270.3 — 270.3 Other Europe — — 1,152.4 — 1,152.4 Middle East and Algeria — — 134.8 — 134.8 Africa — — — 115.2 115.2 Asia — — — 295.9 295.9 Australia and New Zealand — — — 282.4 282.4 Mexico, Central America and Caribbean 99.5 10.3 — — 109.8 $ 2,351.4 $ 1,446.8 $ 4,260.8 $ 693.5 $ 8,752.5 Major products: Tractors $ 843.5 $ 791.9 $ 2,868.8 $ 375.3 $ 4,879.5 Replacement parts 323.6 116.2 803.1 77.8 1,320.7 Grain storage and protein production systems 461.9 138.4 120.0 118.4 838.7 Combines, application equipment and other machinery 722.3 400.3 469.0 122.1 1,713.7 $ 2,351.4 $ 1,446.8 $ 4,260.8 $ 693.5 $ 8,752.5 ____________________________________ (1) Rounding may impact the summation of amounts. 39 Table of Contents