What changed in this filing

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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-03-01 · 49 added, 80 removed, 187 unchanged (41% of the section changed)

19 unchanged sentences

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

However, as a result of the Company’s processes to comply with the Sarbanes-Oxley Act of 2002, enhancements to the Company’s internal control over financial reporting were implemented as management addressed and remediated deficiencies that had been identified.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement Schedule II — Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated March 1, 2023 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

16 unchanged sentences

Atlanta, Georgia

March 1, 2023

February 27, 2024

Other Information

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

The information called for by Items 10, 11, 12, 13 and 14, if any, will be contained in our Proxy Statement for the 2024 Annual Meeting of Stockholders, which we intend to file in March 2024.

1 unchanged sentence

The information with respect to directors and committees required by this Item set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders in the sections entitled “Proposal Number 1 — Election of Directors” and “Board of Directors and Corporate Governance” is incorporated herein by reference.

The information with respect to executive officers required by this Item set forth in our Proxy Statement for the 2023 Annual Meeting of Stockholders in the section entitled “Executive Compensation” is incorporated herein by reference.

The information with respect to executive officers required by this Item set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders in the section entitled “Certain Officers” is incorporated herein by reference.

See the information under the heading “Available Information” set forth in Part I of this Form 10-K.

The code of conduct referenced therein applies to our principal executive officer, principal financial officer, principal accounting officer and controller and the persons performing similar functions.

The code of conduct referenced therein applies to our principal executive officer, principal financial officer, principal accounting officer and the persons performing similar functions.

Executive Compensation

The information with respect to executive compensation and its establishment required by this Item set forth in our Proxy Statement for the 2023 Annual Meeting of Stockholders in the sections entitled “Board of Directors and Corporate Governance,” “2022 CEO Pay Ratio,” “Executive Compensation” and “Compensation Committee Report” is incorporated herein by reference.

The information with respect to executive compensation and its establishment required by this Item set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders in the sections entitled “Board of Directors and Corporate Governance,” “2023 CEO Pay Ratio,” “Certain Officers” and “Talent and Compensation Committee Report” is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

AGCO maintains its Plan pursuant to which we may grant equity awards to eligible persons.

For additional information, see Note 10, “Stock Incentive Plan,” in the Notes to Consolidated Financial Statements included in this filing.

For additional information, see Note 15, “Stock Compensation Plans,” in the Notes to Consolidated Financial Statements included in this filing.

The following table gives information about equity awards under our Plan.

21 unchanged sentences

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Form 10-K:

The following documents are filed as part of this Form 10-K:

(1) The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm for AGCO Corporation and its subsidiaries are presented under Item 8 of this Form 10-K.

(2) Financial Statement Schedules:

The following Consolidated Financial Statement Schedule of AGCO Corporation and its subsidiaries is included herein and follows this report.

Schedule Description

Schedule II Valuation and Qualifying Accounts

Schedules other than that listed above have been omitted because the required information is contained in Notes to the Consolidated Financial Statements or because such schedules are not required or are not applicable.

All schedules have been omitted because the required information is contained in Notes to the Consolidated Financial Statements or because such schedules are not required or are not applicable.

(2) The following exhibits are filed or incorporated by reference as part of this report.

5 unchanged sentences

AGCO Corporation

Sale and Contribution Agreement

Filed herewith

Certificate of Incorporation

17 unchanged sentences

January 13, 2023, Form 8-K, Exhibit 10.2

2024 Form of Restricted Stock Units Agreement *

February 1, 2024 Form 8-K, Exhibit 10.1

2021 Form of Performance Share Agreement*

2 unchanged sentences

January 13, 2023, Form 8-K, Exhibit 10.1

2024 Form of Performance Share Agreement *

February 1, 2024 Form 8-K, Exhibit 10.2

Amended and Restated Executive Nonqualified Pension Plan*

10 unchanged sentences

December 31, 2017, Form 10-K, Exhibit 10.13

Employment and Severance Agreement with Torsten Dehner*

February 25, 2022, Form 10-K, Exhibit 10.13

Number Description of Exhibit The Filings Referenced for

1 unchanged sentence

AGCO Corporation

Employment and Severance Agreement with Torsten Dehner*

February 25, 2022, Form 10-K, Exhibit 10.13

Employment and Severance Agreement with Luis F.S.

Filed herewith

Credit Agreement dated as of June 27, 2022

2 unchanged sentences

December 21, 2022, Form 8-K, Exhibit 10.1

Commitment Letter for Bridge Facility

September 29, 2023, Form 8-K, Exhibit 10.1

First Amendment to 2022 Credit Agreement dated as of December 12, 2023

Filed herewith

European Investment Bank Senior Term Loan dated as of September 29, 2023

November 8, 2023, Form 10-Q, Exhibit 10.2

European Investment Bank Senior Term Loan dated as of January 25, 2024

Filed herewith

Letter Agreement, dated November 5, 2015, between AGCO International GmbH and TAFE International LLC, Turkey and Tractors and Farm Equipment Limited

10 unchanged sentences

July 27, 2017, Form 8-K, Exhibit 10.2

Letter Agreement for Africa, dated October 10, 2009 , between AGCO International GmbH and Tractors and Farm Equipment Limited

Filed herewith

Letter Agreement for Australia/New Zealand, dated July 24, 2017, between AGCO International GmbH and Tractors and Farm Equipment Limited

3 unchanged sentences

Current Director Compensation*

February 25, 2022, Form 10-K, Exhibit 10.26

Filed herewith

Subsidiaries of the Registrant

11 unchanged sentences

Furnished herewith

Compensation Recovery Policy*

Filed herewith

Number Description of Exhibit The Filings Referenced for

14 unchanged sentences

AGCO Corporation

March 1, 2023 Chairman of the Board, President

February 27, 2024 Chairman of the Board, President

and Chief Executive Officer

2 unchanged sentences

Hansotia Chairman of the Board, President and Chief

Executive Officer March 1, 2023

Executive Officer February 27, 2024

/s/ Damon Audia Senior Vice President and Chief Financial Officer

(Principal Financial Officer) March 1, 2023

Long Vice President, Chief Accounting Officer

(Principal Accounting Officer) March 1, 2023

(Principal Financial and Accounting Officer)

February 27, 2024

/s/ Michael C.

Arnold Director March 1, 2023

Arnold Director February 27, 2024

/s/ Sondra L.

Barbour Director March 1, 2023

Barbour Director February 27, 2024

/s/ Suzanne P.

Clark Director March 1, 2023

/s/ Bob De Lange Director March 1, 2023

Clark Director February 27, 2024

/s/ Bob De Lange Director February 27, 2024

/s/ George E.

Minnich Director March 1, 2023

Minnich Director February 27, 2024

/s/ Niels P ö rksen

Director March 1, 2023

Director February 27, 2024

Niels P ö rksen

/s/ David Sagehorn Director March 1, 2023

/s/ David Sagehorn Director February 27, 2024

David Sagehorn

/s/ Mallika Srinivasan Director March 1, 2023

/s/ Mallika Srinivasan Director February 27, 2024

Mallika Srinivasan

/s/ Matthew Tsien Director March 1, 2023

/s/ Matthew Tsien Director February 27, 2024

Matthew Tsien

/s/ Damon Audia March 1, 2023

/s/ Damon Audia February 27, 2024

Attorney-in-Fact

ANNUAL REPORT ON FORM 10-K

ITEM 15 (A)(2)

FINANCIAL STATEMENT SCHEDULE

YEAR ENDED DECEMBER 31, 2022

AGCO CORPORATION AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(in millions)

Description Balance at

of Period Acquired

Businesses Charged to

Expenses Deductions Foreign

Translation Balance at

End of Period

Year ended December 31, 2022

Allowances for doubtful accounts $ 32.6 $ 0.1 $ 3.3 $ ( 3.2 ) $ ( 1.5 ) $ 31.3

Year ended December 31, 2021

Allowances for doubtful accounts $ 36.4 $ 0.2 $ 0.5 $ ( 2.8 ) $ ( 1.7 ) $ 32.6

Year ended December 31, 2020

Allowances for doubtful accounts $ 28.8 $ — $ 14.5 $ ( 6.8 ) $ ( 0.1 ) $ 36.4

Description Balance at

of Period Charged to

Expenses Reversal of

Accrual Deductions Foreign

Translation Balance at

End of Period

Year ended December 31, 2022

Accruals of severance, relocation and other closure costs

$ 14.7 $ 6.9 $ ( 0.8 ) $ ( 12.8 ) $ ( 1.2 ) $ 6.8

Year ended December 31, 2021

Accruals of severance, relocation and other closure costs

$ 16.8 $ 19.9 $ ( 2.3 ) $ ( 19.1 ) $ ( 0.6 ) $ 14.7

Year ended December 31, 2020

Accruals of severance, relocation and other closure costs

$ 4.8 $ 17.6 $ ( 0.4 ) $ ( 5.1 ) $ ( 0.1 ) $ 16.8

Description Balance at

of Period Acquired

Businesses Charged (Credited) to

Deductions Foreign

Translation Balance at

End of Period

Year ended December 31, 2022

Deferred tax valuation allowance $ 47.4 $ — $ 0.7 $ — $ ( 0.8 ) $ 47.3

Year ended December 31, 2021

Deferred tax valuation allowance $ 181.0 $ 0.4 $ ( 130.8 ) $ — $ ( 3.2 ) $ 47.4

Year ended December 31, 2020

Deferred tax valuation allowance $ 169.1 $ 0.9 $ 28.7 $ — $ ( 17.7 ) $ 181.0

(1) There were no amounts credited or charged through other comprehensive income during 2022 and 2021.

Amounts credited through other comprehensive income (loss) during the year ended December 31, 2020 was approximately $ 12.4 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures