Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
The following Consolidated Financial Statements of AGCO and its subsidiaries for each of the years in the three-year period ended December 31, 2023 are included in this Item:
Page
Report of Independent Registered Public Accounting Firm (Firm ID: 185 )
44
Consolidated Statements of Operations for the years ended December 31, 202 3 , 202 2 and 202 1
47
Consolidated Statements of Comprehensive Income for the years ended December 31, 202 3 , 202 2 and 202 1.
48
Consolidated Balance Sheets as of December 31, 202 3 and 202 2
49
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 3 , 202 2 and 202 1
50
Consolidated Statements of Cash Flows for the years ended December 31, 202 3 , 202 2 and 202 1
51
Notes to Consolidated Financial Statements
52
43
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
AGCO Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of AGCO Corporation and subsidiaries (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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated February 27, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of the reserve and allowance for volume discount and sales incentive programs in certain geographic regions
As discussed in Note 1 to the consolidated financial statements, the Company provides various volume discount and sales incentive programs with respect to its products. As of December 31, 2023, the Company had accrued volume discounts and sales incentives of approximately $953.6 million and an allowance for sales incentive discounts of approximately $54.7 million. Sales incentive programs include reductions in invoice prices, reductions in retail financial rates, dealer commissions and dealer incentive allowances. Volume discounts and sales incentives are recorded at the time of sale as a reduction of revenue using the expected value method.
We identified the assessment of the reserve and allowance for volume discount and sales incentive programs in certain geographic regions as a critical audit matter. Auditor judgment was required to evaluate certain assumptions which had a higher degree of measurement uncertainty. Significant assumptions included estimated incentive rates, which were the
44
Table of Contents
estimated rates at which programs were applied to eligible products, and estimated achievement by dealers of specified cumulative targeted purchase levels.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s reserve and allowance for volume discount and sales incentive process, including controls related to the development of the significant assumptions. For certain volume discount and sales incentive programs, we compared the program details to dealer communications and the significant assumptions to historical results for similar programs. We assessed the Company’s historical ability to estimate significant assumptions by comparing the prior year estimated amounts to actual discounts and sales incentives realized by the customers. We evaluated the significant assumptions by comparing them to actual results, including the results of transactions occurring after year-end.
Assessment of gross unrecognized income tax benefits in certain jurisdictions
As discussed in Note 19 to the consolidated financial statements, the Company has recorded a liability for gross unrecognized income tax benefits of approximately $351.2 million as of December 31, 2023. The Company recognizes income tax benefits from uncertain tax positions only when there is a more than 50% likelihood that the tax positions will be sustained upon examination by the taxing authorities based on the technical merits of the positions.
We identified the assessment of gross unrecognized income tax benefits in certain jurisdictions as a critical audit matter. Complex auditor judgment and specialized skills were required in evaluating the Company’s interpretation and application of tax laws and the estimate of the amount of tax benefits expected to be realized.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s gross unrecognized income tax benefit process. This included controls related to the Company’s consideration of information that could affect the recognition or measurement of income tax benefits from uncertain tax positions and the interpretation and application of tax laws. We involved tax professionals with specialized skills and knowledge, who assisted in:
• inspecting correspondence and assessments from the taxing authorities
• evaluating the Company’s interpretation and application of tax laws
• developing an expectation of the Company’s tax positions and comparing the results to the Company’s assessment
Assessment of goodwill impairment for certain reporting units
As discussed in Note 1 to the consolidated financial statements, the Company evaluates goodwill for impairment annually as of October 1 and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value. As of December 31, 2023, the Company has $1,333.4 million of goodwill. The Company performs its goodwill impairment analyses using either a qualitative or a quantitative assessment. The fair values of the reporting units are determined based on a combination of valuation techniques, including an income approach and guideline public company method. Based on the Company’s analysis, the Company determined that the fair value of certain reporting units were in excess of the carrying value and therefore did not record any goodwill impairment for these reporting units.
We identified the assessment of goodwill impairment for certain reporting units as a critical audit matter because a high degree of subjective auditor judgment was required to evaluate the fair value of the reporting units. The fair value models used the following significant assumptions for which there was limited observable market information: forecasted revenue growth, forecasted gross margin, and discount rate. The determined fair value was sensitive to changes in these significant assumptions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s goodwill impairment process, including controls over the significant assumptions. We compared the Company’s forecasted revenue growth and gross margin used in the valuation model against underlying business strategies and growth plans. We compared the Company’s historical revenue and gross margin forecasts to actual results to assess the Company’s ability to forecast. In addition, we involved valuation professionals with specialized skills and knowledge who assisted in:
• comparing the Company’s discount rate inputs to publicly available information for comparable entities to test the selected discount rate
45
Table of Contents
• performing sensitivity analyses over the significant assumptions to assess the impact on the Company's fair value determination
• recomputing the estimate of fair value for the reporting units using the Company’s significant assumptions and comparing the result to the Company’s fair value estimate
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Atlanta, Georgia
February 27, 2024
46
Table of Contents
AGCO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
Years Ended December 31,
2023 2022 2021
Net sales $ 14,412.4 $ 12,651.4 $ 11,138.3
Cost of goods sold 10,635.0 9,650.1 8,566.0
Gross profit 3,777.4 3,001.3 2,572.3
Operating expenses:
Selling, general and administrative expenses 1,454.5 1,189.5 1,088.7
Engineering expenses 548.8 444.2 405.8
Amortization of intangibles 57.7 60.1 61.1
Impairment charges 4.1 36.0 —
Restructuring expenses 11.9 6.1 15.3
Income from operations 1,700.4 1,265.4 1,001.4
Interest expense, net 4.6 13.0 6.7
Other expense, net 362.3 145.2 50.4
Income before income taxes and equity in net earnings of affiliates 1,333.5 1,107.2 944.3
Income tax provision 230.4 296.6 108.4
Income before equity in net earnings of affiliates 1,103.1 810.6 835.9
Equity in net earnings of affiliates 68.2 64.1 65.6
Net income 1,171.3 874.7 901.5
Net loss (income) attributable to noncontrolling interests 0.1 14.9 ( 4.5 )
Net income attributable to AGCO Corporation and subsidiaries $ 1,171.4 $ 889.6 $ 897.0
Net income per common share attributable to AGCO Corporation and subsidiaries:
Basic $ 15.66 $ 11.92 $ 11.93
Diluted $ 15.63 $ 11.87 $ 11.85
Cash dividends declared and paid per common share $ 6.10 $ 5.40 $ 4.74
Weighted average number of common and common equivalent shares outstanding:
Basic 74.8 74.6 75.2
Diluted 74.9 74.9 75.7
See accompanying notes to Consolidated Financial Statements.
47
Table of Contents
AGCO CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Years Ended December 31,
2023 2022 2021
Net income $ 1,171.3 $ 874.7 $ 901.5
Other comprehensive income (loss), net of reclassification adjustments:
Defined benefit pension plans, net of taxes:
Prior service (cost) credit arising during the year — ( 19.1 ) 10.0
Net loss (gain) recognized due to settlement 0.4 ( 0.4 ) 0.1
Net loss recognized due to curtailment — — 6.3
Net actuarial (loss) gain arising during the year ( 16.1 ) 12.3 53.6
Amortization of prior service cost included in net periodic pension cost 1.3 — 0.6
Amortization of net actuarial losses included in net periodic pension cost 7.0 6.4 12.3
Derivative adjustments:
Net changes in fair value of derivatives ( 8.9 ) ( 14.6 ) 5.1
Net losses (gains) reclassified from accumulated other comprehensive loss into income 9.0 14.1 ( 3.0 )
Foreign currency translation adjustments 102.3 ( 30.0 ) ( 45.5 )
Other comprehensive income (loss), net of reclassification adjustments 95.0 ( 31.3 ) 39.5
Comprehensive income 1,266.3 843.4 941.0
Comprehensive loss (income) attributable to noncontrolling interests 0.1 14.0 ( 4.1 )
Comprehensive income attributable to AGCO Corporation and subsidiaries $ 1,266.4 $ 857.4 $ 936.9
See accompanying notes to Consolidated Financial Statements.
48
Table of Contents
AGCO CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)
December 31,
2023 December 31,
2022
ASSETS
Current Assets:
Cash and cash equivalents $ 595.5 $ 789.5
Accounts and notes receivable, net 1,605.3 1,221.3
Inventories, net 3,440.7 3,189.7
Other current assets 699.3 538.8
Total current assets 6,340.8 5,739.3
Property, plant and equipment, net 1,920.9 1,591.2
Right-of-use lease assets 176.2 163.9
Investments in affiliates 512.7 436.9
Deferred tax assets 481.6 228.5
Other assets 346.8 268.7
Intangible assets, net 308.8 364.4
Goodwill 1,333.4 1,310.8
Total assets $ 11,421.2 $ 10,103.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Borrowings due within one year $ 15.0 $ 196.0
Accounts payable 1,207.3 1,385.3
Accrued expenses 2,903.8 2,271.3
Other current liabilities 217.5 235.4
Total current liabilities 4,343.6 4,088.0
Long-term debt, less current portion and debt issuance costs 1,377.2 1,264.8
Operating lease liabilities 134.4 125.4
Pensions and postretirement health care benefits 170.5 158.0
Deferred tax liabilities 122.6 112.0
Other noncurrent liabilities 616.1 472.9
Total liabilities 6,764.4 6,221.1
Commitments and contingencies (Note 22)
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, 74,517,973 and 74,600,815 shares issued and outstanding at December 31, 2023 and 2022, respectively
0.7 0.7
Additional paid-in capital 4.1 30.2
Retained earnings 6,360.0 5,654.6
Accumulated other comprehensive loss ( 1,708.1 ) ( 1,803.1 )
Total AGCO Corporation stockholders’ equity 4,656.7 3,882.4
Noncontrolling interests 0.1 0.2
Total stockholders’ equity 4,656.8 3,882.6
Total liabilities and stockholders’ equity $ 11,421.2 $ 10,103.7
See accompanying notes to Consolidated Financial Statements.
49
Table of Contents
AGCO CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions, except share amounts)
Additional
Paid-in
Capital Retained
Earnings Accumulated Other Comprehensive Loss Noncontrolling
Interests Total
Stockholders’
Equity
Common Stock Defined
Benefit
Pension
Plans Cumulative
Translation
Adjustment Deferred
Gains (Losses) on
Derivatives Accumulated
Other
Comprehensive Loss
Shares Amount
Balance, December 31, 2020 74,962,231 $ 0.8 $ 30.9 $ 4,759.1 $ ( 313.3 ) $ ( 1,495.0 ) $ ( 2.5 ) $ ( 1,810.8 ) $ 38.0 $ 3,018.0
Net income (loss) — — — $ 897.0 — — — — 4.5 901.5
Payment of dividends to shareholders — — — $ ( 358.5 ) — — — — — ( 358.5 )
Issuance of non-employee director restricted stock 8,912 — 1.3 $ — — — — — — 1.3
Issuance of stock awards 362,034 — ( 29.5 ) $ — — — — — — ( 29.5 )
SSARs exercised 60,339 — ( 5.4 ) $ — — — — — — ( 5.4 )
Stock compensation — — 26.1 $ — — — — — — 26.1
Distribution to noncontrolling interest — — — $ — — — — — ( 3.6 ) ( 3.6 )
Sale of noncontrolling interests — — — $ — — — — — ( 10.6 ) ( 10.6 )
Purchases and retirement of common stock ( 952,204 ) ( 0.1 ) ( 19.5 ) $ ( 115.4 ) — — — — — ( 135.0 )
Defined benefit pension plans, net of taxes:
Prior service (cost) credit arising during year — — — $ — 10.0 — — 10.0 — 10.0
Net (gain) loss recognized due to settlement — — — $ — 0.1 — — 0.1 — 0.1
Net gain recognized due to curtailment — — — $ — 6.3 — — 6.3 — 6.3
Net actuarial gain (loss) arising during year — — — $ — 53.6 — — 53.6 — 53.6
Amortization of prior service cost (credit) included in net periodic pension cost — — — $ — 0.6 — — 0.6 — 0.6
Amortization of net actuarial losses included in net periodic pension cost — — — $ — 12.3 — — 12.3 — 12.3
Deferred gains and losses on derivatives, net — — — $ — — — 2.1 2.1 — 2.1
Change in cumulative translation adjustment — — — $ — — ( 45.1 ) — ( 45.1 ) ( 0.4 ) ( 45.5 )
Balance, December 31, 2021 74,441,312 0.7 3.9 $ 5,182.2 ( 230.4 ) ( 1,540.1 ) ( 0.4 ) ( 1,770.9 ) 27.9 3,443.8
Net income — — — 889.6 — — — — ( 14.9 ) 874.7
Payment of dividends to shareholders — — — ( 404.3 ) — — — — — ( 404.3 )
Issuance of non-employee director restricted stock 10,301 — 1.5 — — — — — — 1.5
Issuance of stock awards 250,719 — ( 6.5 ) ( 12.9 ) — — — — — ( 19.4 )
SSARs exercised 12,307 — ( 1.2 ) — — — — — — ( 1.2 )
Stock compensation — — 32.5 — — — — — — 32.5
Distribution to noncontrolling interest — — — — — — — — ( 13.8 ) ( 13.8 )
Investment by noncontrolling interests — — — — — — — — 0.1 0.1
Purchases and retirement of common stock ( 113,824 ) — — — — — — — — —
Defined benefit pension plans, net of taxes:
Prior service (cost) credit arising during year — — — — ( 19.1 ) — — ( 19.1 ) — ( 19.1 )
Net (gain) loss recognized due to settlement — — — — ( 0.4 ) — — ( 0.4 ) — ( 0.4 )
Net actuarial gain (loss) arising during year — — — — 12.3 — — 12.3 — 12.3
Amortization of net actuarial losses included in net periodic pension cost — — — — 6.4 — — 6.4 — 6.4
Deferred gains and losses on derivatives, net — — — — — — ( 0.5 ) ( 0.5 ) — ( 0.5 )
Change in cumulative translation adjustment — — — — — ( 30.9 ) — ( 30.9 ) 0.9 ( 30.0 )
Balance, December 31, 2022 74,600,815 0.7 30.2 5,654.6 ( 231.2 ) ( 1,571.0 ) ( 0.9 ) ( 1,803.1 ) 0.2 3,882.6
Net income (loss) — — — 1,171.4 — — — — ( 0.1 ) 1,171.3
Adoption of ASU 2016-13 by finance joint ventures — — — ( 5.5 ) — — — — — ( 5.5 )
Payment of dividends to shareholders — — — ( 457.4 ) — — — — — ( 457.4 )
Issuance of non-employee director restricted stock 10,524 — 1.5 — — — — — — 1.5
Issuance of stock awards 256,709 — ( 20.5 ) — — — — — — ( 20.5 )
SSARs exercised 21,594 — ( 2.1 ) — — — — — — ( 2.1 )
Stock compensation — — 44.9 — — — — — — 44.9
Purchases and retirement of common stock ( 371,669 ) — ( 49.9 ) ( 3.1 ) — — — — — ( 53.0 )
Defined benefit pension plans, net of taxes:
Net (gain) loss recognized due to settlement — — — — 0.4 — — 0.4 — 0.4
Net actuarial gain (loss) arising during year — — — — ( 16.1 ) — — ( 16.1 ) — ( 16.1 )
Amortization of prior service cost (credit) included in net periodic pension cost — — — — 1.3 — — 1.3 — 1.3
Amortization of net actuarial losses included in net periodic pension cost — — — — 7.0 — — 7.0 — 7.0
Deferred gains and losses on derivatives, net — — — — — — 0.1 0.1 — 0.1
Change in cumulative translation adjustment — — — — — 102.3 — 102.3 — 102.3
Balance, December 31, 2023 74,517,973 $ 0.7 $ 4.1 $ 6,360.0 $ ( 238.6 ) $ ( 1,468.7 ) $ ( 0.8 ) $ ( 1,708.1 ) $ 0.1 $ 4,656.8
See accompanying notes to Consolidated Financial Statements.
50
Table of Contents
AGCO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended December 31,
2023 2022 2021
Cash flows from operating activities:
Net income $ 1,171.3 $ 874.7 $ 901.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 230.4 209.5 220.7
Impairment charges 4.1 36.0 —
Amortization of intangibles 57.7 60.1 61.1
Stock compensation expense 46.4 34.0 27.4
Equity in net earnings of affiliates, net of cash received ( 36.4 ) ( 40.8 ) ( 1.9 )
Deferred income tax benefit ( 264.4 ) ( 58.0 ) ( 117.9 )
Other 6.7 16.2 20.5
Changes in operating assets and liabilities:
Accounts and notes receivable, net ( 443.8 ) ( 306.1 ) ( 207.7 )
Inventories, net ( 164.4 ) ( 668.3 ) ( 762.6 )
Other current and noncurrent assets ( 243.0 ) 20.1 ( 268.0 )
Accounts payable ( 191.6 ) 322.1 292.2
Accrued expenses 566.5 282.7 241.2
Other current and noncurrent liabilities 363.6 56.0 253.7
Total adjustments ( 68.2 ) ( 36.5 ) ( 241.3 )
Net cash provided by operating activities 1,103.1 838.2 660.2
Cash flows from investing activities:
Purchases of property, plant and equipment ( 518.1 ) ( 388.3 ) ( 269.8 )
Proceeds from sale of property, plant and equipment 11.8 2.6 6.3
Purchase of businesses, net of cash acquired ( 9.8 ) ( 111.3 ) ( 22.6 )
Sale of, distributions from (investments in) unconsolidated affiliates, net ( 21.6 ) 4.0 13.1
Other ( 8.0 ) ( 3.8 ) ( 15.4 )
Net cash used in investing activities ( 545.7 ) ( 496.8 ) ( 288.4 )
Cash flows from financing activities:
Proceeds from indebtedness 329.8 410.5 2,497.6
Repayments of indebtedness ( 458.6 ) ( 377.5 ) ( 2,501.4 )
Purchases and retirement of common stock ( 53.0 ) — ( 135.0 )
Payment of dividends to stockholders ( 457.4 ) ( 404.3 ) ( 358.5 )
Payment of minimum tax withholdings on stock compensation ( 21.6 ) ( 20.6 ) ( 34.9 )
Payment of debt issuance costs ( 10.9 ) ( 3.6 ) ( 3.8 )
Distributions to noncontrolling interests, net — ( 11.5 ) ( 3.5 )
Net cash used in financing activities ( 671.7 ) ( 407.0 ) ( 539.5 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 79.7 ) ( 34.0 ) ( 62.3 )
Decrease in cash, cash equivalents and restricted cash ( 194.0 ) ( 99.6 ) ( 230.0 )
Cash, cash equivalents and restricted cash, beginning of year 789.5 889.1 1,119.1
Cash, cash equivalents and restricted cash, end of year $ 595.5 $ 789.5 $ 889.1
See accompanying notes to Consolidated Financial Statements.
51
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
AGCO Corporation and subsidiaries (“AGCO” or the “Company”) is a global leader in the design, manufacture and distribution of agricultural machinery and precision agriculture technology. The Company sells a full range of agricultural equipment, including tractors, combines, hay tools, sprayers, forage equipment, seeding and tillage equipment, implements, and grain storage and protein production systems. The Company’s products are widely recognized in the agricultural equipment industry and are marketed under a number of well-known brand names including Fendt ® , GSI ® , Massey Ferguson ® , Precision Planting ® and Valtra ® , supported by our FUSE ® precision agriculture solutions. The Company distributes most of its products through a combination of approximately 3,100 independent dealers and distributors. The Company also utilizes associates and licensees to provide a distribution channel for its products. In addition, the Company provides retail financing through its finance joint ventures with Coöperatieve Rabobank U.A., or “Rabobank.”
On September 28, 2023, the Company entered into a Sale and Contribution Agreement with Trimble Inc. ("Trimble") to form a joint venture ("Trimble Ag joint venture") (i) to which Trimble will contribute its agricultural business (other than certain Global Navigation Satellite System and guidance technologies) and AGCO will contribute JCA Technologies, and (ii) AGCO will acquire an 85 % interest in the joint venture for cash consideration of $ 2.0 billion. The Trimble Ag joint venture will be the exclusive provider of Trimble’s comprehensive technology offering, supporting the future development and distribution of next-generation agriculture technologies. The Company expects the transaction to close during the first half of 2024. The closing is subject to customary conditions, including compliance with antitrust and similar laws. See Note 2 for further information.
Basis of Presentation and Consolidation
The Company’s Consolidated Financial Statements represent the consolidation of all wholly-owned companies, majority-owned companies and joint ventures in which the Company has been determined to be the primary beneficiary. The Company consolidates a variable interest entity (“VIE”) if the Company determines it is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits that potentially could be significant to the VIE. The Company also consolidates all entities that are not considered VIEs if it is determined that the Company has a controlling voting interest to direct the activities that most significantly impact the joint venture or entity. The Company records investments in all other affiliate companies using the equity method of accounting when it has significant influence. Other investments, including those representing an ownership interest of less than 20%, are recorded at cost. All significant intercompany balances and transactions have been eliminated in the Consolidated Financial Statements.
Certain prior-period amounts have been reclassified in the accompanying Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The estimates made by management primarily relate to accounts and notes receivable, inventories, deferred income tax valuation allowances, uncertain tax positions, goodwill and other identifiable intangible assets, and certain accrued liabilities, principally relating to reserves for volume discounts and sales incentives, warranty obligations, product liability and workers’ compensation obligations, recoverable indirect taxes and pensions and postretirement benefits.
Foreign Currency Translation
The financial statements of the Company’s foreign subsidiaries are translated into United States currency in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters.” Assets and liabilities are translated to United States dollars at period-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the period. Translation adjustments are included in “Accumulated other comprehensive loss” in
52
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
stockholders’ equity within the Company’s Consolidated Balance Sheets. Gains and losses, which result from foreign currency transactions, are included in the accompanying Consolidated Statements of Operations.
The Company has a wholly-owned subsidiary in Turkey that distributes agricultural equipment and replacement parts. On the basis of available data related to inflation indices and as a result of the devaluation of the Turkish lira relative to the United States dollar, the Turkish economy was determined to be highly inflationary during 2022. A highly inflationary economy is one where the cumulative inflation rate for the three years preceding the beginning of the reporting period, including interim reporting periods, is in excess of 100 percent. For subsidiaries operating in highly inflationary economies, the United States dollar is the functional currency. Remeasurement adjustments for financial statements in highly inflationary economies and other transactional exchange gains and losses are reported in "Other expense, net" within the Company's Consolidated Statements of Operations. For the year ended December 31, 2023, the Company's wholly-owned subsidiary in Turkey had net sales of approximately $ 394.6 million and total assets of approximately 4.5 billion Turkish lira (or approximately $ 152.4 million). The monetary assets and liabilities denominated in the Turkish lira were approximately 4.2 billion Turkish lira (or approximately $ 142.7 million) and approximately 3.4 billion Turkish lira (or approximately $ 116.3 million), respectively, as of December 31, 2023. The monetary assets and liabilities were remeasured into United States dollar based on exchange rates as of December 31, 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 United States dollars, had broadened significantly. Argentina's economy was determined to be highly inflationary during 2018. In December 2023, the central bank of Argentina adjusted the official foreign currency exchange rate for the Argentine peso, significantly devaluing the currency relative to the United States dollar. The Company has a wholly-owned subsidiary in Argentina that assembles and distributes agricultural equipment and replacement parts. For the year ended December 31, 2023, the Company's wholly-owned subsidiary in Argentina had net sales of approximately $ 204.9 million and total assets of approximately 194.9 billion pesos (or approximately $ 233.9 million). The monetary assets of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 68.3 billion pesos (or approximately $ 82.0 million), inclusive of approximately 27.7 billion pesos (or approximately $ 33.3 million) in cash and cash equivalents, as of December 31, 2023. The monetary liabilities of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 12.4 billion pesos (or approximately $ 14.9 million) as of December 31, 2023. The monetary assets and liabilities were remeasured into United States dollars based on exchange rates as of December 31, 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 11.0 billion (or approximately $ 13.2 million) as of December 31, 2023, of which a majority is cash and cash equivalents. All gains and losses resulting from AGCO Capital's remeasurement of its monetary assets and liabilities are reported in “Equity in net earnings of affiliates” within our Consolidated Statements of Operations.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents reported in the Consolidated Balance Sheets as of December 31, 2023, 2022 and 2021 and cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 are as follows (in millions):
December 31, 2023 December 31, 2022 December 31, 2021
Cash (1)
$ 463.8 $ 656.7 $ 833.0
Cash equivalents (2)
131.2 130.8 49.2
Restricted cash (3)
0.5 2.0 6.9
Total $ 595.5 $ 789.5 $ 889.1
____________________________________
(1) Consisted primarily of cash on hand and bank deposits.
(2) Consisted primarily of money market deposits, certificates of deposits and overnight investments. The Company considers all investments with an original maturity of three months or less to be cash equivalents.
(3) Consisted primarily of cash in escrow or held as a guarantee.
53
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Accounts and Notes Receivable
Accounts and notes receivable arise from the sale of equipment and replacement parts to independent dealers, distributors or other customers. In the United States and Canada, receivables arising from sales to dealers are immediately due upon a retail sale of the underlying equipment by the dealer with the exception of sales of grain storage and protein production systems as discussed further below. If not previously paid by the dealer in the United States and Canada, installment payments are required generally beginning after the interest-free period with the remaining outstanding equipment balance generally due within 12 months after shipment or delivery. These interest-free periods vary by product and generally range from one to 12 months. In limited circumstances, the Company provides sales terms, and in some cases, interest-free periods that are longer than 12 months for certain products. These are typically specified programs predominately in the United States and Canada, that allow for interest-free periods and due dates of up to 24 months for certain products depending on the year of the sale and the dealer or distributor’s ordering or sales volume during the preceding year. Interest generally is charged at or above prime lending rates on the outstanding receivable balances after shipment or delivery and after interest-free periods. Sales terms of some highly seasonal products provide for payment and due dates based on a specified date during the year regardless of the shipment date. Equipment sold to dealers in the United States and Canada is paid in full on average within 12 months of shipment. Sales of replacement parts generally are payable within 30 days of shipment, with terms for some larger, seasonal stock orders generally requiring payment within six months of shipment. Under normal circumstances, equipment may not be returned. In certain regions, with respect to most equipment sales, including the United States and Canada, the Company is obligated to repurchase equipment and replacement parts upon cancellation of a dealer or distributor contract. These obligations are required by national, state or provincial laws and require the Company to repurchase a dealer or distributor’s unsold inventory, including inventories for which the receivable already has been paid. Actual interest-free periods are shorter than described above because the equipment receivable from dealers or distributors in some countries, such as in the United States and Canada, is generally due immediately upon sale of the equipment to a retail customer as discussed above. Receivables can also be paid prior to terms specified in sales agreements. Under normal circumstances, interest is not forgiven and interest-free periods are not extended.
In other international markets, equipment sales generally are payable in full within 30 days to 180 days of shipment or delivery. Payment terms for some highly seasonal products have a specified due date during the year regardless of the shipment or delivery date. For sales in most markets outside of the United States and Canada, the Company generally does not charge interest on outstanding receivables due from its dealers and distributors. Sales of replacement parts generally are payable within 30 days to 90 days of shipment, with terms for some larger, seasonal stock orders generally payable within six months of shipment.
In certain markets, there is a time lag, which varies based on the timing and level of retail demand, between the date the Company records a sale and when the dealer sells the equipment to a retail customer.
Sales of grain storage and protein production systems both in the United States and in other countries generally are payable within 30 days of shipment. In certain countries, sales of such systems for which the Company is responsible for construction or installation may be contingent upon customer acceptance. Payment terms vary by market and product, with fixed payment schedules on all sales. When the Company is responsible for installation services, fixed payment schedules may include upfront deposits, progress payments and final payment upon customer acceptance.
The following summarizes by geographic region, as a percentage of the Company’s consolidated net sales, amounts with maximum interest-free periods as presented below (in millions):
Year Ended December 31, 2023 North
America South
America Europe/
Middle East Asia/
Pacific/Africa Consolidated
0 to 6 months $ 3,059.9 $ 2,140.2 $ 7,528.1 $ 885.0 $ 13,613.2 94.5 %
7 to 12 months 689.3 93.2 12.4 — 794.9 5.5 %
13 to 24 months 3.5 0.8 — — 4.3 — %
$ 3,752.7 $ 2,234.2 $ 7,540.5 $ 885.0 $ 14,412.4 100.0 %
The Company has an agreement to permit transferring, on an ongoing basis, a majority of its wholesale interest-bearing and non-interest bearing accounts receivable in North America, Europe and Brazil to its U.S., Canadian, European and
54
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Brazilian finance joint ventures. Qualified dealers may obtain additional financing through the Company’s U.S., Canadian, European and Brazilian finance joint ventures at the joint ventures’ discretion.
The Company provides various volume bonus and sales incentive programs with respect to its products. These sales incentive programs include reductions in invoice prices, reductions in retail financing rates, dealer commissions and dealer incentive allowances. In most cases, incentive programs are established and communicated to the Company’s dealers on a quarterly basis. The incentives are paid either at the time of the cash settlement of the receivable (which is generally at the time of retail sale), at the time of retail financing, at the time of warranty registration, or at a subsequent time based on dealer purchase volumes. The incentive programs are product-line specific and generally do not vary by dealer. The cost of sales incentives associated with dealer commissions and dealer incentive allowances is estimated based upon the terms of the programs and historical experience, is based on a percentage of the sales price, and estimates for sales incentives are made and recorded at the time of sale for expected incentive programs using the expected value method. These estimates are reassessed each reporting period and are revised in the event of subsequent modifications to incentive programs, as they are communicated to dealers. The related provisions and accruals are made on a product or product-line basis and are monitored for adequacy and revised at least quarterly in the event of subsequent modifications to the programs. Interest rate subsidy payments, which are a reduction in retail finance rates, are recorded in the same manner as dealer commissions and dealer incentive allowances. Volume discounts are estimated and recognized based on historical experience, and related reserves are monitored and adjusted based on actual dealer purchase volumes and the dealer’s progress towards achieving specified cumulative target levels. All incentive programs are recorded and presented as a reduction of revenue, due to the fact that the Company does not receive a distinct good or service in exchange for the consideration provided. In the United States and Canada, reserves for incentive programs related to accounts receivable not sold to Company’s U.S. and Canadian finance joint ventures are recorded as “Accounts receivable allowances” within the Company’s Consolidated Balance Sheets due to the fact that the incentives are paid through a reduction of future cash settlement of the receivable. Globally, reserves for incentive programs that will be paid in cash or credit memos, as is the case with most of the Company’s volume discount programs, as well as sales with incentives associated with accounts receivable sold to its finance joint ventures, are recorded within “Accrued expenses” within the Company’s Consolidated Balance Sheets.
Accounts and notes receivable are shown net of allowances for sales incentive discounts available to dealers and for credit losses. Cash flows related to the collection of receivables are reported within “Cash flows from operating activities” within the Company’s Consolidated Statements of Cash Flows. Accounts and notes receivable allowances at December 31, 2023 and 2022 were as follows (in millions):
2023 2022
Sales incentive discounts $ 54.7 $ 7.6
Allowance for credit losses
31.9 31.3
$ 86.6 $ 38.9
The Company maintains allowances for estimated credit losses, which are developed at a market, country, and region level based on risk of collection as well as current and forecasted economic conditions. The Company calculates the allowance based on an assessment of the risk when the accounts receivable is recognized and records within "Selling, general and administrative expenses" in the Company's Statement of Operations. Write-offs are recorded at the time a customer receivable is deemed uncollectible.
Additions
Description Balance at
Beginning
of Period Acquired
Businesses Charged to
Costs and
Expenses Write-offs
Foreign
Currency
Translation Balance at
End of Period
Year ended December 31, 2023
Allowances for credit losses
$ 31.3 $ — $ 4.2 $ ( 4.6 ) $ 1.0 $ 31.9
Year ended December 31, 2022
Allowances for credit losses
$ 32.6 $ 0.1 $ 3.3 $ ( 3.2 ) $ ( 1.5 ) $ 31.3
Year ended December 31, 2021
Allowances for credit losses
$ 36.4 $ 0.2 $ 0.5 $ ( 2.8 ) $ ( 1.7 ) $ 32.6
55
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In the United States and Canada, sales incentives can be paid through future cash settlements of receivables and through credit memos to Company’s dealers or through reductions in retail financing rates paid to the Company’s finance joint ventures. Outside of the United States and Canada, sales incentives can be paid through cash or credit memos to the Company’s dealers or through reductions in retail financing rates paid to the Company’s finance joint ventures. The Company transfers certain accounts receivable under its accounts receivable sales agreements with its finance joint ventures and other financial institutions (see Note 4). The Company records such transfers as sales of accounts receivable when it is considered to have surrendered control of such receivables under the provisions of ASU 2009-16, “Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets.” Cash payments made to the Company’s finance joint ventures for sales incentive discounts provided to dealers related to outstanding accounts receivables sold are recorded within “Accrued expenses.”
Inventories
Inventories are valued at the lower of cost or net realizable value, using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of two to 40 years for buildings and improvements, three to 20 years for machinery and equipment and three to ten years for furniture and fixtures. Expenditures for maintenance and repairs are primarily charged to expense as incurred.
Goodwill, Other Intangible Assets and Long-Lived Assets
The Company tests goodwill for impairment, at the reporting unit level, annually as of October 1 st or more frequently when events or circumstances indicate that the fair value of a reporting unit is more likely than not less than its carrying value. A reporting unit is an operating segment or one level below an operating segment, for example, a component. The Company combines and aggregates two or more components of an operating segment as a single reporting unit if the components have similar economic characteristics. The Company's reportable segments are not its reporting units.
Goodwill is evaluated for impairment using a qualitative assessment or a quantitative assessment. If the Company elects to perform a qualitative assessment and determines the fair value of its reporting units more likely than not exceeds their carrying value of net assets, no further evaluation is necessary. For reporting units where the Company performs a quantitative assessment, it compares the fair value of each reporting unit to its respective carrying value of net assets, including goodwill. If the fair value of the reporting unit exceeds its carrying value of net assets, the goodwill is not considered impaired. If the carrying value of net assets is higher than the fair value of the reporting unit, an impairment charge is recorded in the amount by which the carrying value exceeds the reporting unit’s fair value.
For the quantitative impairment assessment, the Company utilizes a combination of valuation techniques. A discounted cash flow model (income approach) is used whereby the present value of future expected operating net cash flows are calculated using a discount rate; and a guideline public company method (market approach) is used, whereby EBITDA and/or revenue multiples are derived from the market prices of stocks of companies that are engaged in the same or similar lines of business and that are actively traded on a free and open market. These valuation techniques are equally weighted in determining the fair value of the reporting unit.
The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group. If the Company determines that the carrying amount of an asset or asset group is not recoverable based on the expected undiscounted future cash flows of the asset or asset group, an impairment loss is recorded equal to the excess of the carrying amounts over the estimated fair value of the long-lived assets. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. The Company also evaluates the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.
56
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The results of our goodwill impairment analyses conducted as of October 1, 2023, 2022 and 2021 indicated that no impairment existed and no reduction in the carrying amount of goodwill was required. The Company’s accumulated goodwill impairment is approximately $ 354.1 million related to impairment charges the Company recorded during 2019, 2012 and 2006 pertaining to its grain storage and protein production systems business in Europe/Middle East, its Chinese harvesting reporting unit and its former sprayer reporting unit, respectively. The Company’s grain storage and protein production systems Europe/Middle East reporting unit operates within the Europe/Middle East geographical reportable segment. The Chinese harvesting business operates within the Asia/Pacific/Africa geographical reportable segment and the former sprayer reporting unit operated within the North American geographical reportable segment.
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. The acquired intangible assets have a weighted average useful life as follows:
Intangible Assets Weighted-Average Useful Life
Patents and technology 10 years
Customer relationships 13 years
Trademarks and trade names 19 years
Land use rights 46 years
The Company has previously determined that two of its trademarks have an indefinite useful life. The Massey Ferguson trademark has been in existence since 1952 and was formed from the merger of Massey-Harris (established in the 1890’s) and Ferguson (established in the 1930’s). The Massey Ferguson brand is currently sold in approximately 110 countries worldwide, making it one of the most widely sold tractor brands in the world. The Company also has identified the Valtra trademark as an indefinite-lived asset. The Valtra trademark has been in existence since the late 1990’s, but is a derivative of the Valmet trademark which has been in existence since 1951. The Valmet name transitioned to the Valtra name over a period of time in the marketplace. The Valtra brand is currently sold in approximately 60 countries around the world. Both the Massey Ferguson brand and the Valtra brand are primary product lines of the Company’s business, and the Company plans to use these trademarks for an indefinite period of time. The Company plans to continue to make investments in product development to enhance the value of these brands into the future. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that the Company believes would limit the useful lives of the trademarks. The Massey Ferguson and Valtra trademark registrations can be renewed at a nominal cost in the countries in which the Company operates.
Insurance Reserves
Under the Company’s insurance programs, coverage is obtained for significant liability limits as well as those risks required to be insured by law or contract. It is the policy of the Company to self-insure a portion of certain expected losses primarily related to workers’ compensation and comprehensive general liability, product and vehicle liability. Provisions for losses expected under these programs are recorded based on the Company’s estimates of the aggregate liabilities for the claims incurred.
Revenue
The Company accounts for revenue recognition pursuant to ASU 2014-09, “Revenue from Contracts with Customers.” Revenue is recognized when the Company satisfies the performance obligation by transferring control over goods or services to a dealer, distributor or other customer. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those goods or services pursuant to a contract with the customer. A contract exists once the Company receives and accepts a purchase order under a dealer sales agreement, or once the Company enters into a contract with an end user. The Company does not recognize revenue in cases where collectability is not probable, and defers the recognition until collection is probable or payment is received.
The Company generates revenue from the manufacture and distribution of agricultural equipment and replacement parts. Sales of equipment and replacement parts, which represent a majority of the Company’s net sales, are recorded by the Company at the point in time when title and control have been transferred to an independent dealer, distributor or other customer. Title generally passes to the dealer or distributor upon shipment or specified delivery, and the risk of loss upon damage, theft or destruction of the equipment is the responsibility of the dealer, distributor or designated third-party carrier.
57
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company believes control passes and the performance obligation is satisfied at the point of the stated shipping or delivery term with respect to such sales.
As previously discussed, the amount of consideration the Company receives and the revenue recognized varies with certain sales incentives the Company offers to dealers and distributors. Estimates for sales incentives are made at the time of sale for expected incentive programs using the expected value method. These estimates are revised in the event of subsequent modification to the incentive program. All incentive programs are recorded and presented as a reduction of revenue, due to the fact that the Company does not receive a distinct good or service in exchange for the consideration provided.
Dealers or distributors may not return equipment or replacement parts while their contract with the Company is in force, except for under established promotional and annual replacement parts return programs. At the time of sale, the Company estimates the amount of returns based on the terms of promotional and annual return programs and anticipated returns in the future.
Sales and other related taxes are excluded from the transaction price. Shipping and handling costs associated with freight activities after the customer has obtained control are accounted for as fulfillment costs and are expensed at the time revenue is recognized in “Cost of goods sold” and “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Operations.
As afforded under the practical expedient in ASU 2014-09, the Company does not adjust the amount of revenue to be recognized under a contract with a dealer, distributor or other customer for the time value of money when the difference between the receipt of payment and the recognition of revenue is less than one year.
Although substantially all revenue is recognized at a point in time, a relatively insignificant amount of installation revenue associated with the sale of grain storage and protein production systems is recognized on an “over time” basis as discussed below. The Company also recognizes revenue “over time” with respect to extended warranty and maintenance contracts and certain precision technology services. Generally, almost all of the grain storage and protein production systems contracts with customers that relate to “over time” revenue recognition have contract durations of less than 12 months. Extended warranty, maintenance services contracts and certain precision technology services generally have contract durations of more than 12 months.
Grain Storage and Protein Production Systems Installation Revenue. In certain countries, the Company sells grain storage and protein production systems where the Company is responsible for construction and installation, and the sale is contingent upon customer acceptance. Under these conditions, the revenues are recognized over the term of the contract when the Company can objectively determine control has been transferred to the customer in accordance with agreed-upon specifications in the contract. For these contracts, the Company may be entitled to receive an advance payment, which is recognized as a contract liability for the amount in excess of the revenue recognized. The Company uses the input method using costs incurred to date relative to total estimated costs at completion to measure the progress toward satisfaction of the performance obligation. Revenues are recorded proportionally as costs are incurred. Costs include labor, material and overhead. The estimation of the progress toward completion is subject to various assumptions. As part of the estimation process, the Company reviews the length of time to complete the performance obligation, the cost of materials and labor productivity. If a significant change in one of the assumptions occurs, then the Company will recognize an adjustment under the cumulative catch-up method and the impact of the adjustment on the revenue recorded to date is recognized in the period the adjustment is identified.
Extended Warranty Contracts. The Company sells separately priced extended warranty contracts and maintenance contracts, which extends coverage beyond the base warranty period, or covers maintenance over a specified period. Revenue is recognized for the extended warranty contract on a straight-line basis, which the Company believes approximates the costs expected to be incurred in satisfying the obligations, over the extended warranty period. The extended warranty period for the majority of products ranges from three to five years . When payment is received in advance of the performance obligation being satisfied, or when a portion of the overall transaction price is allocated to the extended warranty offered at no cost, revenue is deferred at contract inception and a contract liability is recognized.
Precision Technology Services Revenue. The Company sells a combination of precision technology products and services. When the bundled package of technology products and services is sold, the portion of the consideration received related to the services component is recognized over time as the Company satisfies the future performance obligation. Revenue is recognized for the hardware component when control is transferred to the dealer or distributor. When payment is received in
58
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
advance of the performance obligation being satisfied, or when a portion of the overall transaction price is allocated to a free subscription, revenue is deferred at contract inception and a contract liability is recognized. The revenue associated with the sale of precision technology services is not significant. The costs of the software directly associated with the installation and functionality of precision technology products and services, including amortization and hosting costs, are reflected within “Cost of goods sold” and “Engineering expenses” within the Company’s Consolidated Statements of Operations.
See Note 24 for additional information regarding the Company’s sources of revenue and associated contract liabilities and performance obligations.
Research and Development Expenses
Research and development expenses are expensed as incurred and are included in “Engineering expenses” in the Company’s Consolidated Statements of Operations. Research and development expenses for the years ended December 31, 2023, 2022 and 2021 totaled approximately $ 420.9 million, $ 315.4 million and $ 272.9 million, respectively.
Advertising Costs
The Company expenses all advertising costs as incurred. Cooperative advertising costs normally are expensed at the time the revenue is earned. Advertising expenses for the years ended December 31, 2023, 2022 and 2021 totaled approximately $ 56.4 million, $ 50.9 million and $ 54.2 million, respectively.
Shipping and Handling Expenses
All shipping and handling fees charged to customers are included as a component of net sales, and are associated with freight activities after the customer has obtained control. Shipping and handling costs are accounted for as fulfillment costs and are expensed and accrued at the time revenue is recognized within “Cost of goods sold,” with the exception of certain handling costs included in “Selling, general and administrative expenses” in the amount of $ 52.2 million, $ 48.4 million and $ 43.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Interest Expense, Net
Interest expense, net for the years ended December 31, 2023, 2022 and 2021 consisted of the following (in millions):
2023 2022 2021
Interest expense $ 68.8 $ 46.0 $ 25.4
Interest income ( 64.2 ) ( 33.0 ) ( 18.7 )
$ 4.6 $ 13.0 $ 6.7
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets may not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. See Note 19 for additional information regarding the Company’s income taxes.
59
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Comprehensive Income (Loss)
The Company reports comprehensive income (loss), defined as the total of net income (loss) and all other non-owner changes in equity, and the components thereof in its Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Comprehensive Income. The components of other comprehensive income (loss) and the related tax effects for the years ended December 31, 2023, 2022 and 2021 are as follows (in millions):
AGCO Corporation and Subsidiaries Noncontrolling Interests
2023 2023
Before-tax
Amount Income
Taxes After-tax
Amount After-tax
Amount
Defined benefit pension plans $ ( 10.0 ) $ 2.6 $ ( 7.4 ) $ —
Deferred gains and losses on derivatives ( 0.3 ) 0.4 0.1 —
Foreign currency translation adjustments 102.3 — 102.3 —
Total components of other comprehensive income $ 92.0 $ 3.0 $ 95.0 $ —
AGCO Corporation and Subsidiaries Noncontrolling Interests
2022 2022
Before-tax
Amount Income
Taxes After-tax
Amount After-tax
Amount
Defined benefit pension plans $ ( 2.0 ) $ 1.2 $ ( 0.8 ) $ —
Deferred gains and losses on derivatives ( 0.5 ) — ( 0.5 ) —
Foreign currency translation adjustments ( 30.9 ) — ( 30.9 ) 0.9
Total components of other comprehensive loss
$ ( 33.4 ) $ 1.2 $ ( 32.2 ) $ 0.9
AGCO Corporation and Subsidiaries Noncontrolling Interests
2021 2021
Before-tax
Amount Income
Taxes After-tax
Amount After-tax
Amount
Defined benefit pension plans $ 110.1 $ ( 27.2 ) $ 82.9 $ —
Deferred gains and losses on derivatives 2.5 ( 0.4 ) 2.1 —
Foreign currency translation adjustments ( 45.1 ) — ( 45.1 ) ( 0.4 )
Total components of other comprehensive income
$ 67.5 $ ( 27.6 ) $ 39.9 $ ( 0.4 )
Derivatives
The Company uses derivative and non-derivative instruments to manage its exposure to market risks, such as changes in foreign currency exchange rates, commodity prices and interest rates. The Company does not enter into derivative transactions for speculative purposes. The Company's derivative instruments are recognized as either assets or liabilities on the Consolidated Balance Sheets and measured at fair value. The accounting for changes in the fair value of each derivative financial instrument depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of
hedging relationship identified. See Note 14 for additional information regarding the Company’s derivative instruments and hedging activities.
Leases
The Company leases certain land, buildings, machinery, equipment, vehicles and office and computer equipment under finance and operating leases. The Company accounts for these leases pursuant to ASU 2016-02, “Leases”. Under the standard, lessees are required to record an asset (a right-of-use “ROU” asset or finance lease asset) and a lease liability. ROU assets represent the Company’s right to use an underlying asset during the lease term while lease liabilities represent the Company’s obligation to make lease payments during the lease term. The standard allows for two types of leases for income
60
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
statement recognition purposes: operating leases and finance leases. Operating leases result in the recognition of a single lease expense on a straight-line basis over the lease term whereas finance leases result in an accelerated expense. ASU 2016-02 also contains guidance regarding the identification of embedded leases in service and supply contracts, as well as the identification of lease and nonlease components of an arrangement. All leases greater than 12 months result in the recognition of an ROU asset and liability at the lease commencement date based on the present value of the lease payments over the lease term. The present value of the lease payments is calculated using the applicable weighted-average discount rate. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate. The incremental borrowing rate is estimated using the currency denomination of the lease, the contractual lease term and the Company’s applicable borrowing rate.
The Company does not recognize an ROU asset or lease liability with respect to operating leases with an initial term of 12 months or less and recognizes expense on such leases on a straight-line basis over the lease term. The Company accounts for lease components separately from nonlease components other than for real estate and office equipment. The Company evaluates its supplier agreements for the existence of leases and determined these leases comprised an insignificant portion of its supplier agreements. As such, these leases were not material to the Company’s Consolidated Balance Sheets. The Company has certain leases that contain one or more options to terminate or renew that can extend the lease term up to 13 years. Options that the company is reasonably certain to exercise are included in the lease term. The depreciable life of ROU assets and leasehold improvements are limited by the expected lease term. The Company has certain lease agreements that include variable rental payments that are adjusted periodically for inflation based on the index rate as defined by the applicable government authority. Generally, the Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board ("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 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. 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.
New Accounting Pronouncements to be Adopted
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements and requires entities to disclose its significant segment expense categories and amounts for each reportable segment. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.
61
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.
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. 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 Trimble Ag joint venture. The closing is expected in the first half of 2024. The closing is subject to customary conditions, including compliance with antitrust and similar laws.
In connection with the planned Trimble Ag 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"). The amount available under the the Bridge Facility was reduced by $ 250.0 million upon the Company's entry into a delayed term loan facility in December 2023. As of December 31, 2023, the amount available under the Bridge Facility was $ 1.75 billion. Refer to Note 11 for further information.
During the year ended December 31, 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 Consolidated Balance Sheet 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 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 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 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 assumed based on 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 Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the
62
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Company’s North America geographical reportable segment. Proforma financial information related to the acquisition of Appareo was not material to the Company's result 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. PROPERTY, PLANT, AND EQUIPMENT
Property, plant and equipment, net at December 31, 2023 and 2022 consisted of the following (in millions):
2023 2022
Land $ 154.0 $ 141.1
Buildings and improvements 1,042.5 920.7
Machinery and equipment 3,178.9 2,789.8
Furniture and fixtures 210.7 182.8
Gross property, plant and equipment 4,586.1 4,034.4
Accumulated depreciation and amortization ( 2,665.2 ) ( 2,443.2 )
Property, plant and equipment, net $ 1,920.9 $ 1,591.2
63
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
4. ACCOUNTS RECEIVABLE SALES AGREEMENTS
The Company has accounts receivable sales agreements that permit the sale, on an ongoing basis, of a majority of its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint ventures. For the years ended ended December 31, 2023 and 2022, the cash received from receivables sold under the U.S., Canadian, European and Brazilian accounts receivable sales agreements was approximately $ 2.5 billion and $ 1.8 billion, respectively.
Under the terms of the accounts receivable sales agreements in North America, Europe and Brazil, the Company pays an annual fee to its finance joint ventures 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 years ended December 31, 2023 and 2022, the cash received from these arrangements was approximately $ 254.1 million and $ 226.0 million, respectively. Under these arrangements, the Company is required to continue to service the sold receivables at market rates. The Company does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and determined that these facilities should be accounted for as off-balance sheet transactions.
Losses on sales of receivables associated with the accounts receivable financing facilities discussed above, reflected within “Other expense, net” in the Company’s Consolidated Statements of Operations, were approximately $ 148.4 million, $ 71.1 million and $ 24.5 million during 2023, 2022 and 2021, respectively.
The Company’s finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to the Company’s dealers. As of December 31, 2023 and 2022, these finance joint ventures had approximately $ 211.3 million and $ 69.5 million, respectively, of outstanding accounts receivable associated with these arrangements. The Company reviewed its accounting for these arrangements and determined that these arrangements should be accounted for 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.
64
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
5. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill during the years ended December 31, 2023, 2022 and 2021 are summarized as follows (in millions):
North
America South
America Europe/
Middle East Asia/
Pacific/Africa Consolidated
Balance as of December 31, 2020 $ 593.4 $ 87.5 $ 501.3 $ 124.3 $ 1,306.5
Acquisitions 16.2 — 0.6 — 16.8
Foreign currency translation — ( 5.8 ) ( 32.4 ) ( 4.3 ) ( 42.5 )
Balance as of December 31, 2021 609.6 81.7 469.5 120.0 1,280.8
Acquisition 59.8 — — — 59.8
Foreign currency translation ( 2.1 ) 4.3 ( 25.2 ) ( 6.8 ) ( 29.8 )
Balance as of December 31, 2022 667.3 86.0 444.3 113.2 1,310.8
Foreign currency translation 0.9 7.5 14.2 — 22.6
Balance as of December 31, 2023 $ 668.2 $ 93.5 $ 458.5 $ 113.2 $ 1,333.4
65
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Changes in the carrying amount of acquired intangible assets during 2023 and 2022 are summarized as follows (in millions):
Gross Carrying Amounts Trademarks and
Trade Names Customer
Relationships Patents and
Technology Land Use
Rights Total
Gross carrying amounts:
Balance as of December 31, 2021 $ 189.0 $ 568.6 $ 139.9 $ 7.0 $ 904.5
Acquisitions 7.1 15.4 15.4 — 37.9
Foreign currency translation ( 4.3 ) ( 9.5 ) ( 4.7 ) ( 0.5 ) ( 19.0 )
Balance as of December 31, 2022 191.8 574.5 150.6 6.5 923.4
Impairment charge
— — ( 5.1 ) — ( 5.1 )
Foreign currency translation 2.5 6.2 2.7 ( 0.2 ) 11.2
Balance as of December 31, 2023 $ 194.3 $ 580.7 $ 148.2 $ 6.3 $ 929.5
Accumulated Amortization Trademarks and
Trade Names Customer
Relationships Patents and
Technology Land Use
Rights Total
Accumulated amortization:
Balance as of December 31, 2021 $ 93.1 $ 409.7 $ 94.7 $ 1.5 $ 599.0
Amortization expense 11.7 37.9 10.4 0.1 60.1
Foreign currency translation ( 1.5 ) ( 6.8 ) ( 3.6 ) — ( 11.9 )
Balance as of December 31, 2022 103.3 440.8 101.5 1.6 647.2
Amortization expense 10.0 36.8 10.8 0.1 57.7
Impairment charge
— — ( 1.0 ) — ( 1.0 )
Foreign currency translation 1.2 5.8 2.0 — 9.0
Balance as of December 31, 2023 $ 114.5 $ 483.4 $ 113.3 $ 1.7 $ 712.9
Indefinite-Lived Intangible Assets Trademarks and
Trade Names
Balance as of December 31, 2021 $ 86.7
Foreign currency translation ( 1.9 )
Balance as of December 31, 2022 84.8
Foreign currency translation 1.1
Balance as of December 31, 2023 $ 85.9
For the years ended December 31, 2023, 2022 and 2021, amortization expense related to acquired intangible assets was $ 57.7 million, $ 60.1 million and $ 60.9 million, respectively. The Company estimates amortization of existing intangible assets will be $ 57.5 million in 2024, $ 53.5 million in 2025, $ 24.9 million in 2026, $ 20.7 million in 2027, and $ 15.4 million in 2028. The estimated amounts do not include amortization related to any acquired intangible assets that would be recorded related to the planned Trimble Ag joint venture. External-use software, net, developed by the Company and marketed externally, was approximately $ 6.3 million and $ 3.4 million as of December 31, 2023 and 2022, respectively, and classified within “Intangible assets, net.” Amortization expense related to external-use software was approximately $ 1.8 million for the year ended December 31, 2023 and was classified within “Cost of goods sold.”
66
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
6. ACCRUED EXPENSES
Accrued expenses at December 31, 2023 and 2022 consisted of the following (in millions):
2023 2022
Reserve for volume discounts and sales incentives $ 953.6 $ 630.8
Warranty reserves 679.9 546.0
Accrued employee compensation and benefits 454.8 390.2
Accrued taxes 401.2 344.8
Other 414.3 359.5
Balance at the end of the year $ 2,903.8 $ 2,271.3
7. INVENTORIES
Inventories, net at December 31, 2023 and 2022 were as follows (in millions):
2023 2022
Finished goods $ 1,460.7 $ 994.9
Repair and replacement parts 823.1 750.1
Work in process 255.2 369.8
Raw materials 901.7 1,074.9
Inventories, net $ 3,440.7 $ 3,189.7
At December 31, 2023 and 2022, the Company had recorded $ 238.9 million and $ 211.6 million, respectively, as a reserve for surplus and obsolete inventories. These reserves are reflected within “Inventories, net” within the Company’s Consolidated Balance Sheets.
8. PRODUCT WARRANTY
The warranty reserve activity for the years ended December 31, 2023, 2022 and 2021, including deferred revenue associated with the Company's extended warranties that have been sold, was as follows (in millions):
2023 2022 2021
Balance at beginning of the year $ 640.0 $ 592.5 $ 521.8
Accruals for warranties issued
464.9 338.8 344.9
Settlements made and deferred revenue recognized
( 328.7 ) ( 261.7 ) ( 241.8 )
Foreign currency translation 24.6 ( 29.6 ) ( 32.4 )
Balance at the end of the year $ 800.8 $ 640.0 $ 592.5
The Company’s agricultural equipment products generally are under warranty against defects in materials and workmanship for a period of one to four years . The Company accrues for future warranty costs at the time of sale based on historical warranty experience. The Company's extended warranty period for the majority of products ranges from three to five years . Revenue is recognized for the extended warranty contract on a straight-line basis, which the Company believes approximates the costs expected to be incurred in satisfying the obligations, over the extended warranty period. Approximately $ 679.9 million and $ 546.0 million of warranty reserves are included in “Accrued expenses” in the Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively. Approximately $ 120.9 million and $ 94.0 million of warranty reserves are included in “Other noncurrent liabilities” in the Company’s Consolidated Balance Sheets as of December 31, 2023 and 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 confirmation of liability for the recovery, the Company records the recovery within “Accounts and notes receivable, net.” Estimates of the amount of
67
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
warranty claim recoveries to be received from the Company’s suppliers based upon contractual supplier arrangements are recorded within “Other current assets.”
9. INVESTMENTS IN AFFILIATES
Investments in affiliates as of December 31, 2023 and 2022 were as follows (in millions):
2023 2022
Finance joint ventures $ 464.3 $ 390.2
Manufacturing joint ventures 30.6 29.9
Other affiliates 17.8 16.8
$ 512.7 $ 436.9
The Company’s finance joint ventures provide retail financing and wholesale financing to its dealers. The majority of the assets of the Company’s finance joint ventures represents finance receivables. The majority of the liabilities represents notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies. AGCO has a 49 % interest in the Company’s finance joint ventures. Refer to Note 18 for further discussion of the Company's relationship with Rabobank.
The Company’s manufacturing joint ventures consist of Groupement International De Mecanique Agricole SAS (“GIMA”) (a joint venture with a third-party manufacturer to purchase, design and manufacture components for agricultural equipment in France) and CP GSI Machinery Co Ltd, a joint venture with a third-party manufacturer to manufacture protein production equipment in China. The other affiliates represent investments in farm equipment manufacturers, an electronic and software system manufacturer, precision agriculture technology providers, distributors and licensees.
The Company concluded it has significant influence over its finance and manufacturing joint ventures and accounted for these investments using the equity method of accounting. The Company records investments in affiliates at cost when it has concluded it does not have significant influence and has ownership interests below 20%.
The Company’s equity in net earnings of affiliates for the years ended December 31, 2023, 2022 and 2021 were as follows (in millions):
2023 2022 2021
Finance joint ventures $ 66.9 $ 63.0 $ 64.4
Manufacturing and other joint ventures 1.3 1.1 1.2
$ 68.2 $ 64.1 $ 65.6
Summarized combined financial information of the Company’s finance joint ventures as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 were as follows (in millions):
As of December 31,
2023 2022
Total assets $ 10,035.8 $ 8,359.1
Total liabilities 9,088.3 7,562.8
Partners’ equity 947.5 796.3
For the Years Ended December 31,
2023 2022 2021
Revenues $ 680.5 $ 454.6 $ 411.1
Costs 468.6 274.9 228.1
Income before income taxes $ 211.9 $ 179.7 $ 183.0
68
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
At December 31, 2023 and 2022, the Company’s receivables from affiliates were approximately $ 146.9 million and $ 60.8 million, respectively. The receivables from affiliates are reflected within “Accounts and notes receivable, net” within the Company’s Consolidated Balance Sheets.
The portion of the Company’s retained earnings balance that represents undistributed retained earnings of equity method investees was approximately $ 445.1 million and $ 401.9 million as of December 31, 2023 and 2022, respectively. The Company received dividends from certain finance joint ventures of approximately $ 28.9 million and $ 27.0 million during 2023 and 2022, respectively. There were no returns on investment in excess of earnings in 2023. During 2022, approximately $ 5.7 million of these dividends were a return of investment in excess of earnings related to a certain finance joint venture, and were included within “Sale of, distributions from (investments in) unconsolidated affiliates, net” within the Company’s Consolidated Statements of Cash Flows. In addition, during the year ended December 31, 2022, the Company recorded a write-down of the investment in its Russian finance joint venture of approximately $ 4.8 million, reflected within “Equity in net earnings of affiliates” in the Consolidated Statements of Operations. The Russian finance joint venture was sold during the three months ended December 31, 2022.
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 December 31, 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 December 31, 2023 and 2022, the amounts outstanding that remain unpaid to the banks or other intermediaries totaled $ 82.7 million and $ 121.5 million, respectively, and are reflected in “ Accounts payable ” in the Company’s Consolidated Balance Sheets.
69
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
11. INDEBTEDNESS
Long-term debt consisted of the following at December 31, 2023 and 2022 (in millions):
December 31, 2023 December 31, 2022
Credit facility, expires 2027 $ — $ 200.0
1.002 % EIB Senior term loan due 2025
276.7 267.3
EIB Senior Term Loan due 2029
276.7 —
Senior term loans due between 2023 and 2028 162.1 341.6
0.800 % Senior Notes Due 2028
664.0 641.5
Other long-term debt 3.1 5.1
Debt issuance costs ( 3.1 ) ( 3.6 )
1,379.5 1,451.9
Less: Senior term loans due 2023, net of debt issuance costs — ( 184.9 )
Current portion of other long-term debt ( 2.3 ) ( 2.2 )
Total long-term indebtedness
$ 1,377.2 $ 1,264.8
At December 31, 2023, the aggregate scheduled maturities of long-term debt, excluding the current portion of long-term debt, are as follows (in millions):
2025 $ 346.3
2026 58.2
2027 0.2
2028 698.4
Thereafter 274.1
$ 1,377.2
Cash payments for interest were approximately $ 60.5 million, $ 45.1 million and $ 23.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Credit Facility and Term Loan 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 United States dollar tranche and a $ 925.0 million multi-currency tranche for loans denominated in United States 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 United States 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 December 31, 2023, the Company had no outstanding borrowings under the revolving credit facility and had the ability to borrow $ 1,155.0 million.
In December 2023, the Company amended the Credit Facility to allow for incremental borrowings in the form of a delayed draw term loan facility in an aggregate principal amount of $ 250.0 million ("Term Loan Facility"). Borrowings under
70
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
the Term Loan Facility bears interest at the same rate and margin as the Credit Facility. There are currently no amounts outstanding under the Term Loan Facility.
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 $ 110.7 million as of December 31, 2023). The credit facility expires on December 31, 2026. Any loans will bear interest at the EURIBOR plus a credit spread. As of December 31, 2023 and December 31, 2022, the Company had no outstanding borrowings under the revolving credit facility and had the ability to borrow € 100.0 million (or approximately $ 110.7 million).
0.800 % Senior Notes Due 2028
On October 6, 2021, the Company issued € 600.0 million (or approximately $ 664.0 million as of December 31, 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 senior 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 % European Investment Bank ("EIB") Senior Term Loan Due 2025
On January 25, 2019, the Company borrowed € 250.0 million (or approximately $ 276.7 million as of December 31, 2023) from the EIB. The loan matures on January 24, 2025. The Company is permitted to prepay the term loan before its maturity date. Interest is payable on the term loan at 1.002 % per annum, payable semi-annually in arrears.
EIB Senior Term Loan due 2029
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 $ 276.7 million as of December 31, 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. On October 26, 2023, the Company borrowed € 250.0 million (approximately $ 263.7 million) under the arrangement. The loan matures on October 26, 2029. The loan generally can be prepaid at any time upon the election of the Company and must be prepaid upon the occurrence of certain events. Interest is payable on the term loan at 3.980 % per annum, payable semi-annually in arrears. The Company also has to fulfill financial covenants with respect to a net leverage ratio and an interest coverage ratio.
Subsequent to the end of the year, on January 25, 2024, the Company entered into an additional multi-currency Finance Contract with EIB permitting the Company to borrow up to € 170.0 million, for which the proceeds will be used in a similar manner as described for the EIB Senior Term Loan due 2029 above. On February 15, 2024, the Company borrowed € 170.0 million (approximately $ 183.2 million) under the arrangement. The loan matures on February 15, 2030.
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. On October 19, 2023, the Company repaid the € 73.5 million (or approximately $ 77.7 million) 2016 senior term loan due October 2023. Of the 2018 senior 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 the 2018 senior term loan due August 2023 in the amount of € 99.5 million (or approximately $ 109.2 million).
In aggregate, as of December 31, 2023, the Company had indebtedness of € 146.5 million (or approximately $ 162.1 million) through a group of four 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 December 31, 2023, for the term loans with a fixed interest rate, interest is payable in arrears on an annual basis, with interest rates ranging from 1.67 % to 2.26 % and maturity dates between August 2025 and 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.
71
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Bridge Facility
As discussed in Note 2, in connection with the planned Trimble Ag joint venture, 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 December 31, 2023. The amount available under the the Bridge Facility was reduced by $ 250.0 million upon the Company's entry into the Term Loan Facility in December 2023. As of December 31, 2023, the amount available under the Bridge Facility was $ 1.75 billion.
Other Short-Term Borrowings
As of December 31, 2023 and 2022, the Company had short-term borrowings due within one year, excluding the current portion of long-term debt, of approximately $ 12.7 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 December 31, 2023 and 2022, outstanding letters of credit totaled $ 14.7 million and $ 14.4 million, respectively.
12. 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 Asia, in order to reduce costs in response to response to fluctuating global market demand.
72
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The components of the restructuring expenses are summarized as follows (in millions):
Employee Severance Facility Closure Costs Write-down of Property, Plant
and Equipment Other Related
Closure Costs Loss on Sale of
Joint Venture Total
Balance as of December 31, 2020 $ 11.1 $ 3.9 $ — $ 1.8 $ — $ 16.8
2021 provision 18.4 — 0.2 1.5 — 20.1
Less: Non-cash expense — — ( 0.2 ) — — ( 0.2 )
Cash expense 18.4 — — 1.5 — 19.9
2021 provision reversal ( 2.2 ) — — ( 0.1 ) ( 2.5 ) ( 4.8 )
2021 cash activity ( 12.3 ) ( 3.9 ) — ( 2.9 ) 2.5 ( 16.6 )
Foreign currency translation ( 0.5 ) — — ( 0.1 ) — ( 0.6 )
Balance as of December 31, 2021 14.5 — — 0.2 — 14.7
2022 provision 6.9 — — — — 6.9
Less: Non-cash expense — — — — — —
Cash expense 6.9 — — — — 6.9
2022 provision reversal ( 0.8 ) — — — — ( 0.8 )
2022 cash activity ( 12.6 ) — — ( 0.2 ) — ( 12.8 )
Foreign currency translation ( 1.2 ) — — — — ( 1.2 )
Balance as of December 31, 2022 6.8 — — — — 6.8
2023 provision 9.9 — — 2.0 — 11.9
2023 cash activity ( 7.2 ) — — ( 2.0 ) — ( 9.2 )
Foreign currency translation ( 1.7 ) — — — — ( 1.7 )
Balance as of December 31, 2023 $ 7.8 $ — $ — $ — $ — $ 7.8
During the three months ended December 31, 2019, the Company exited and sold its 50 % interest in its USC, LLC joint venture to its joint venture partner for approximately $ 5.1 million. The operations of the joint venture were part of the Company ’ s grain storage and production system operations, and the decision to sell the joint venture was as a result of the overall rationalization of the business. The Company recorded a loss of approximately $ 2.1 million associated with the sale, which was reflected within “Restructuring expenses” in the Company’s Consolidated Statements of Operations. In 2021, as a result of the final payments received from the former joint venture partner related to the sale, the Company recorded a gain of approximately $ 2.5 million, also reflected within “Restructuring expenses” in the Company’s Consolidated Statements of Operations.
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 Consolidated Statements of Operations, with an offsetting benefit of approximately $ 12.2 million included within “Net loss (income) attributable to noncontrolling interests.” The Company sold its interest in its Russian distribution joint venture during the three months ended December 31, 2022. Foreign currency translation impacts since inception of the Russian joint venture previously recognized within “Accumulated other comprehensive loss” were therefore recorded within “Other expense, net” on the Company’s Consolidated Statements of Operations 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 Consolidated Statements of Operations. The Russian finance joint venture was sold during the three months ended December 31, 2022.
73
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
13. 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 $ 93.5 million and $ 94.6 million, respectively, of VAT tax credits, net of reserves, as of December 31, 2023 and 2022.
14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company attempts to manage its transactional foreign exchange exposure by hedging foreign currency cash flow forecasts and commitments arising from the anticipated settlement of receivables and payables and from future purchases and sales. Where naturally offsetting currency positions do not occur, the Company hedges certain, but not all, of its exposures through the use of foreign currency contracts. The Company’s translation exposure resulting from translating the financial statements of foreign subsidiaries into United States dollars may be partially hedged from time to time. When practical, the translation impact is reduced by financing local operations with local borrowings.
The Company uses floating rate and fixed rate debt to finance its operations. The floating rate debt obligations expose the Company to variability in interest payments due to changes in the EURIBOR, SOFR or other applicable benchmark interest rates. The Company believes it is prudent to limit the variability of a portion of its interest payments, and to meet that objective, the Company periodically enters into interest rate swaps to manage the interest rate risk associated with the Company’s borrowings. The Company designates interest rate contracts used to convert the interest rate exposure on a portion of the Company’s debt portfolio from a floating rate to a fixed rate as cash flow hedges, while those contracts converting the Company’s interest rate exposure from a fixed rate to a floating rate are designated as fair value hedges.
To protect the value of the Company’s investment in foreign operations against adverse changes in foreign currency exchange rates, the Company from time to time, may hedge a portion of the Company’s net investment in the foreign subsidiaries by using a cross currency swap or foreign currency denominated debt. The component of the gains and losses on the Company’s net investment in the designated foreign operations driven by changes in foreign exchange rates are economically offset by movements in the fair value of the cross currency swap contracts or foreign currency denominated debt.
The Company is exposed to commodity risk from steel and other raw material purchases where a portion of the contractual purchase price is linked to a variable rate based on publicly available market data. From time to time, the Company enters into cash flow hedges to mitigate its exposure to variability in commodity prices.
The Company’s senior management establishes the Company’s foreign currency and interest rate risk management policies. These policies are reviewed periodically by the Finance Committee of the Company’s Board of Directors. The policies allow for the use of derivative instruments to hedge exposures to movements in foreign currency and interest rates. The Company’s policies prohibit the use of derivative instruments for speculative purposes.
All derivatives are recognized on the Company’s Consolidated Balance Sheets at fair value. On the date the derivative contract is entered into, the Company designates the derivative as either (1) a cash flow hedge of a forecasted transaction, (2) a fair value hedge of a recognized liability, (3) a hedge of a net investment in a foreign operation, or (4) a non-designated derivative instrument.
The Company categorizes its derivative assets and liabilities into one of three levels based on the assumptions used in valuing the asset or liability. See Note 21 for a discussion of the fair value hierarchy as per the guidance in ASC 820, “Fair Value Measurements”. The Company’s valuation techniques are designed to maximize the use of observable inputs and minimize the use of unobservable inputs.
Counterparty Risk
The Company regularly monitors the counterparty risk and credit ratings of all the counterparties to the derivative instruments. The Company believes that its exposures are appropriately diversified across counterparties and that these
74
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
counterparties are creditworthy financial institutions. There have been no negative impacts to the Company from any non-performance of any counterparties.
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 $ 262.2 million and $ 364.8 million as of December 31, 2023 and 2022. The Company did not have any derivatives that were designated as cash flow hedges related to foreign currency contracts as of December 31, 2021.
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 $ 2.5 million, $ 0.9 million and $ 31.9 million as of December 31, 2023, 2022 and 2021, respectively.
The following table summarizes 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 2023, 2022 and 2021 (in millions):
Recognized in Net Income
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 Consolidated Statements of Operations Containing Hedge Gains (Losses)
2023
Foreign currency contracts (1)
$ ( 9.1 ) Cost of goods sold $ ( 8.9 ) $ 10,635.0
Commodity contracts (2)
0.2 Cost of goods sold ( 0.1 ) $ 10,635.0
Total $ ( 8.9 ) $ ( 9.0 )
2022
Foreign currency contracts $ ( 11.1 ) Cost of goods sold $ ( 10.6 ) $ 9,650.1
Commodity contracts ( 3.5 ) Cost of goods sold ( 3.5 ) $ 9,650.1
Total $ ( 14.6 ) $ ( 14.1 )
2021
Foreign currency contracts $ ( 7.4 ) Cost of goods sold $ ( 10.2 ) $ 8,566.0
Commodity contracts 12.5 Cost of goods sold 13.2 8,566.0
Total $ 5.1 $ 3.0
____________________________________
(1) The outstanding contracts as of December 31, 2023 range in maturity through December 2024.
(2) The outstanding contracts as of December 31, 2023 range in maturity through June 2024.
75
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by the Company during the years ended December 31, 2023, 2022 and 2021 (in millions):
Before-Tax
Amount Income
Tax After-Tax
Amount
Accumulated derivative net losses as of December 31, 2020 $ ( 3.0 ) $ ( 0.5 ) $ ( 2.5 )
Net changes in fair value of derivatives 8.3 3.2 5.1
Net gains reclassified from accumulated other comprehensive loss into income ( 5.8 ) ( 2.8 ) ( 3.0 )
Accumulated derivative net losses as of December 31, 2021 $ ( 0.5 ) $ ( 0.1 ) $ ( 0.4 )
Net changes in fair value of derivatives ( 19.7 ) ( 5.1 ) ( 14.6 )
Net losses reclassified from accumulated other comprehensive loss into income 19.2 5.1 14.1
Accumulated derivative net losses as of December 31, 2022 $ ( 1.0 ) $ ( 0.1 ) $ ( 0.9 )
Net changes in fair value of derivatives ( 11.5 ) ( 2.6 ) ( 8.9 )
Net losses reclassified from accumulated other comprehensive loss into income 11.2 2.2 9.0
Accumulated derivative net losses as of December 31, 2023 (1)
$ ( 1.3 ) $ ( 0.5 ) $ ( 0.8 )
____________________________________
(1) As of December 31, 2023, approximately $ 1.4 million of derivative realized net losses, before taxes, remain in accumulated other comprehensive loss related to foreign currency contracts 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.
In January 2018, the Company entered into a cross currency swap contract as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net investment. The cross currency swap expired on January 19, 2021. At maturity of the cross currency swap contract, the Company delivered the notional amount of approximately € 245.7 million (or approximately $ 297.1 million as of January 19, 2021) and received $ 300.0 million from the counterparties, resulting in a gain of approximately $ 2.9 million that was recognized in accumulated other comprehensive loss. The Company received quarterly interest payments from the counterparties based on a fixed interest rate until maturity of the cross currency swap.
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 $ 274.4 million as of December 31, 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 maturity of the cross currency swap.
During 2023, the Company designated € 150.0 million of its multi-currency revolving credit facility maturing in December 2027 as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net investment. This portion of the multi-currency revolving credit facility was repaid in December 2023.
The following table summarizes the notional values of the instrument designated as a net investment hedge (in millions):
76
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Notional Amount as of
December 31, 2023 December 31, 2022
Cross currency swap contract $ 300.0 $ 300.0
The following table summarizes the after-tax impact of changes in the fair value of the instruments designated as net investment hedges (in millions):
Gain (Loss) Recognized in Accumulated Other Comprehensive Loss for the Years Ended
Foreign currency denominated debt: Before-Tax Amount Income Tax After-Tax Amount
December 31, 2023 $ ( 4.2 ) $ ( 1.1 ) $ ( 3.1 )
December 31, 2022 — — —
December 31, 2021 — — —
Cross currency swap contract:
December 31, 2023 ( 12.7 ) ( 3.3 ) ( 9.4 )
December 31, 2022 20.5 5.3 15.2
December 31, 2021 11.0 3.2 7.8
Derivative Transactions Not Designated as Hedging Instruments
The Company enters into foreign currency contracts to economically hedge receivables and payables on the Company and its subsidiaries’ balance sheets that are denominated in foreign currencies other than the functional currency. These contracts were 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 December 31, 2023 and 2022, the Company had outstanding foreign currency contracts with a notional amount of approximately $ 3,125.1 million and $ 3,654.0 million, respectively.
The following table summarizes the results on net income of derivatives not designated as hedging instruments (in millions):
Gain (Loss) Recognized in Net Income for the Years Ended
Classification of
Gain (Loss) December 31, 2023 December 31, 2022 December 31, 2021
Foreign currency contracts Other expense, net $ 29.9 $ ( 38.2 ) $ 54.8
The table below sets forth the fair value of derivative instruments as of December 31, 2023 (in millions):
77
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Asset Derivatives as of
December 31, 2023 Liability Derivatives as of
December 31, 2023
Balance Sheet
Location Fair
Value Balance Sheet
Location Fair
Value
Derivative instruments designated as hedging instruments:
Foreign currency contracts Other current assets $ 1.3 Other current liabilities $ 1.2
Commodity contracts Other current assets — Other current liabilities —
Cross currency swap contract Other noncurrent assets 20.3 Other noncurrent liabilities —
Derivative instruments not designated as hedging instruments:
Foreign currency contracts (1)
Other current assets 17.1 Other current liabilities 12.8
Total derivative instruments $ 38.7 $ 14.0
____________________________________
(1) The outstanding contracts as of December 31, 2023 range in maturity through February 2024.
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 Other current assets 6.6 Other current liabilities 39.1
Total derivative instruments $ 40.9 $ 40.4
15. STOCK COMPENSATION PLANS
The Company recorded stock compensation expense as follows for the years ended December 31, 2023, 2022 and 2021 (in millions):
Years Ended December 31,
2023 2022 2021
Cost of goods sold $ 1.8 $ 1.3 $ 1.0
Selling, general and administrative expenses 44.6 32.7 26.6
Total stock compensation expense $ 46.4 $ 34.0 $ 27.6
The Company recognizes the effect of award forfeitures as an adjustment to stock compensation expense in the period in which the forfeiture occurs.
Stock Incentive Plan
Under the Company's 2006 Long-Term Incentive Plan ("the Plan"), up to 10,000,000 shares of AGCO’s common stock may be issued. As of December 31, 2023, of the 10,000,000 shares reserved for issuance under the Plan, approximately 3,650,232 shares remained available for grant, assuming the maximum number of shares are earned related to the performance award grants discussed below. The Plan allows the Company, under the direction of the Board of Directors’ Talent and
78
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Compensation Committee, to make grants of performance shares, stock appreciation rights, restricted stock units and restricted stock awards to employees, officers and non-employee directors of the Company.
Long-Term Incentive Plan and Related Performance Awards
The Company’s primary long-term incentive plan is a performance share plan that provides for awards of shares of the Company’s common stock based on achieving financial targets, such as targets for return on net assets and revenue growth, as determined by the Company’s Board of Directors. Performance periods for the Company’s primary long-term incentive plan are consecutive and overlapping three-year cycles, and performance targets are set at the beginning of each cycle. The primary long-term incentive plan provides for participants to earn 16.5 % to 200 % of the target awards depending on the actual performance achieved, with no shares earned if performance is below the established minimum target. Awards earned under the Plan are paid in shares of common stock at the end of each three-year performance period. The percentage level achievement is determined annually or over the three-year cycle in aggregate, with the ultimate award that is earned determined based upon the average of the three annual percentages. The 2023 grant of performance award shares is subject to a total shareholder return modifier. The compensation expense associated with these awards is amortized ratably over the vesting or performance period based on the Company’s projected assessment of the level of performance that will be achieved and earned.
During 2023, the Company granted performance awards covering up to 289,742 shares, assuming the Company achieves maximum levels of performance related to varying performance periods. Compensation expense recorded during 2023, 2022 and 2021 with respect to awards granted was based upon the fair value as of the grant date. The award included a market condition and the Company measured the fair value using a Monte Carlo simulation. The weighted average grant-date fair value of performance awards granted under the Plan during 2023, 2022 and 2021 was as follows:
Years Ended December 31,
2023 2022 2021
Weighted average grant-date fair value $ 143.63 $ 119.35 $ 123.33
Performance award transactions during 2023 were as follows and are presented as if the Company were to achieve its maximum levels of performance under the plan:
Performance awards Weighted-Average Grant Date
Fair Value
Shares awarded but not earned at January 1 543,904 $ 120.94
Shares awarded 289,742 143.63
Shares forfeited ( 29,786 ) 127.77
Shares vested or earned ( 232,478 ) 123.28
Shares awarded but not earned at December 31 571,382 $ 131.14
Based on the level of performance achieved as of December 31, 2023, 210,269 shares were earned under the related performance period, including 9,080 shares vested as of December 31, 2022 related to certain retirees and other individuals. 133,569 shares were issued in February 2024, net of 76,700 shares that were withheld for taxes related to the earned awards. The Plan allows for the participant to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the participant’s statutory minimum federal, state and employment taxes which would be payable at the time of grant.
As of December 31, 2023, 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 $ 39.3 million, and the weighted average period over which it is expected to be recognized is approximately one and one-half years. This estimate is based on the current projected levels of performance of outstanding awards. The compensation cost not yet recognized could be higher or lower based on actual achieved levels of performance.
Restricted Stock Units ("RSUs")
79
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
RSU awards granted under Plan do not entitle recipients to vote or receive dividends during the vesting period and will be forfeited in the event of the recipient’s termination of employment, except for certain circumstances. The fair value of restricted stock and restricted stock units is the closing market price per share of the Company’s stock on the grant date less the present value of the expected dividends not received during the vesting period.
The weighted average grant-date fair value of the RSUs granted under the Plan during 2023, 2022 and 2021 was as follows:
Years Ended December 31,
2023 2022 2021
Weighted average grant-date fair value $ 134.63 $ 109.09 $ 113.91
During the year ended December 31, 2023, the Company granted 117,840 RSU awards. These awards entitle the participant to receive one share of the Company’s common stock for each RSU granted and vest one-third per year over a three-year requisite service period. The compensation expense associated with all RSU awards is being amortized ratably over the requisite service period for the awards that are expected to vest. RSU transactions during the year ended December 31, 2023 were as follows:
RSUs Weighted-Average
Grant Date
Fair Value
Shares awarded but not vested at January 1 213,198 $ 104.62
Shares awarded (1)
117,840 134.63
Shares forfeited ( 9,293 ) 120.39
Shares vested ( 107,798 ) 98.95
Shares awarded but not vested at December 31 213,947 $ 122.48
____________________________________
(1) RSUs shares awarded and shares vested include 5,017 shares related to the 25 % additional shares issued to certain executives based on a total margin improvement metric relative to the Company’s defined peer group that applied to grants made in 2020.
During January 2024, 51,239 RSUs shares were issued, net of 31,390 shares that were withheld for taxes. The Plan allows for the participant to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the participant’s statutory minimum federal, state and employment taxes which would be payable at the time of grant. As of December 31, 2023, the total compensation cost related to the unvested RSUs not yet recognized was approximately $ 15.7 million, and the weighted average period over which it is expected to be recognized is approximately one and one-half years.
2024 Awards
On January 30, 2024, the Company granted 170,735 performance award shares (subject to the Company achieving future target levels of performance) and 123,520 RSUs under the Plan. The 2024 grant of performance award shares is subject to a total shareholder return modifier.
Stock-settled Appreciation Rights ("SSARs")
Certain executives and key managers received grants of SSARs prior to December 31, 2020. The Company did not subsequently grant any SSARs since the year ended December 31, 2020. The Company recorded stock compensation expense of approximately $ 0.2 million, $ 0.5 million and $ 0.8 million associated with SSAR awards during 2023, 2022 and 2021, respectively. The compensation expense associated with these awards is being amortized ratably over the vesting period. The Company estimated the fair value of the grants using the Black-Scholes option pricing model.
The total fair value of SSARs vested during 2023 was approximately $ 0.4 million. There were 16,900 SSARs that were not vested and 56,350 SSARs outstanding as of December 31, 2023. The total intrinsic value of outstanding and
80
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
exercisable SSARs as of December 31, 2023 was $ 2.9 million and $ 2.1 million, respectively. The total intrinsic value of SSARs exercised during 2023 was approximately $ 4.9 million.
Excess Tax Benefit
The excess tax benefit realized for tax deductions in the United States related to the exercise of SSARs, vesting of RSU awards and vesting of performance awards under the Plan was approximately $ 0.5 million for the year ended December 31, 2023. The excess tax benefit realized for tax deductions in the United States related to the exercise of SSARs, vesting of RSU awards and vesting of performance awards under the Plan was approximately $ 1.9 million for the year ended December 31, 2022. The excess tax benefit realized for tax deductions in the United States related to the exercise of SSARs, vesting of RSU awards and vesting of performance awards under the Plan was approximately $ 3.3 million for the year ended December 31, 2021. The Company realized an insignificant tax benefit from the exercise of SSARs, vesting of performance awards and vesting of RSU awards in certain foreign jurisdictions during the years ended December 31, 2023, 2022 and 2021.
Director Restricted Stock Grants
Pursuant to the Plan, all non-employee directors receive annual restricted stock grants of the Company’s common stock. All restricted stock grants made to the Company’s directors are restricted as to transferability for a period of one year . In the event a director departs from the Company’s Board of Directors, the non-transferability period expires immediately. The plan allows each director to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the statutory minimum federal, state and employment taxes that would be payable at the time of grant. 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 2023 associated with these grants.
81
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
16. STOCKHOLDERS' EQUITY
Common Stock
At December 31, 2023, the Company had 150,000,000 authorized shares of common stock with a par value of $ 0.01 per share, with approximately 74,517,973 shares of common stock outstanding and approximately 3,650,232 shares reserved for issuance under the Company’s Plan (See Note 15).
Share Repurchase Program
In November 2023, the Company entered into an accelerated share repurchase ("ASR") agreement with a financial institution to repurchase $ 53.0 million of shares of its common stock. The Company received approximately 371,669 shares associated with this transaction as of December 31, 2023. In January 2024, the Company received an additional 82,883 shares upon final settlement of its November 2023 ASR agreement. In August and November 2021, the Company entered into two accelerated share repurchase (“ASR”) agreements with financial institutions to repurchase an aggregate of $ 135.0 million of shares of its common stock. The Company received approximately 952,204 shares associated with these transactions as of December 31, 2021. In January 2022, the Company received an additional 113,824 shares upon final settlement of its November 2021 ASR agreement. All shares received under the ASR agreements 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 our Consolidated Balance Sheets.
As of December 31, 2023, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $ 57.0 million, which has no expiration date.
Dividends
The Company’s Board of Directors has declared and the Company has paid cash dividends per common share during the following years:
2023 (1)
2022 (2)
2021 (3)
Dividends declared and paid per common share
$ 6.10 $ 5.40 $ 4.74
On January 18, 2024, the Company approved the quarterly dividend of $ 0.29 per common share to be paid on March 15, 2024, to all stockholders of record as of the close of business February 15, 2024.
__ __________________________________
(1) On April 27, 2023, the Company’s Board of Directors approved a quarterly dividend of $ 0.29 per common share outstanding commencing in the second quarter of 2023. The Company’s Board of Directors declared and the Company has paid quarterly cash dividends of $ 0.29 per common share beginning in the second quarter of 2023, from $ 0.24 per common share in the first quarter of 2023. In addition, the Company's Board of Directors also declared and the Company paid a special variable dividend of $ 5.00 per common share during 2023 totaling approximately $ 374.4 million.
(2) On April 28, 2022, the Company’s Board of Directors approved a quarterly dividend of $ 0.24 per common share outstanding commencing in the second quarter of 2022. The Company’s Board of Directors declared and the Company has paid quarterly cash dividends of $ 0.24 per common share beginning in the second quarter of 2022, from $ 0.20 per common share in the first quarter of 2022. In addition, the Company's Board of Directors also declared and the Company paid a special variable dividend of $ 4.50 per common share during 2022 totaling approximately $ 335.7 million.
(3) The Company’s Board of Directors declared and the Company has paid quarterly cash dividends of $ 0.20 per common share beginning in the second quarter of 2021, from $ 0.16 per common share in the first quarter of 2021. In addition, the Company’s Board of Directors also declared and the Company paid a special variable dividend of $ 4.00 per common share during 2021 totaling approximately $ 301.5 million.
82
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Accumulated Other Comprehensive Loss
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 years ended December 31, 2023 and 2022 (in millions):
Defined Benefit Pension Plans Cumulative Translation Adjustment Deferred Net (Losses) Gains on Derivatives Total
Accumulated other comprehensive loss, December 31, 2021 $ ( 230.4 ) $ ( 1,540.1 ) $ ( 0.4 ) $ ( 1,770.9 )
Other comprehensive loss before reclassifications
( 7.2 ) ( 30.9 ) ( 14.6 ) ( 52.7 )
Net losses reclassified from accumulated other comprehensive loss
6.4 — 14.1 20.5
Other comprehensive loss, net of reclassification adjustments
( 0.8 ) ( 30.9 ) ( 0.5 ) ( 32.2 )
Accumulated other comprehensive loss, December 31, 2022 ( 231.2 ) ( 1,571.0 ) ( 0.9 ) ( 1,803.1 )
Other comprehensive (loss) income before reclassifications
( 15.7 ) 102.3 ( 8.9 ) 77.7
Net losses reclassified from accumulated other comprehensive loss 8.3 — 9.0 17.3
Other comprehensive (loss) income, net of reclassification adjustments
( 7.4 ) 102.3 0.1 95.0
Accumulated other comprehensive loss, December 31, 2023 $ ( 238.6 ) $ ( 1,468.7 ) $ ( 0.8 ) $ ( 1,708.1 )
83
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table sets forth reclassification adjustments out of accumulated other comprehensive loss by component attributed to AGCO Corporation and its subsidiaries for the years ended December 31, 2023 and 2022 (in millions):
Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item within the Consolidated
Statements of Operations
Year ended December 31, 2023 (1)
Year ended December 31, 2022 (1)
Derivatives:
Net losses on foreign currency contracts $ 11.1 $ 14.5 Cost of goods sold
Net losses on commodity contracts
0.1 4.7 Cost of goods sold
Reclassification before tax 11.2 19.2
( 2.2 ) ( 5.1 ) Income tax provision
Reclassification net of tax $ 9.0 $ 14.1
Defined benefit pension plans:
Amortization of net actuarial losses $ 9.4 $ 8.7 Other expense, net (2)
Amortization of prior service cost 1.7 0.2 Other expense, net (2)
Reclassification before tax 11.1 8.9
( 2.8 ) ( 2.5 ) Income tax provision
Reclassification net of tax $ 8.3 $ 6.4
Net losses reclassified from accumulated other comprehensive loss $ 17.3 $ 20.5
____________________________________
(1) Losses included within the Consolidated Statements of Operations for the years ended December 31, 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 20 to the Company’s Consolidated Financial Statements.
17. 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 stock-settled stock appreciation rights and the vesting of performance share awards and restricted stock units 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.
84
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 years ended December 31, 2023, 2022 and 2021 is as follows (in millions, except per share data):
2023 2022 2021
Basic net income per share:
Net income attributable to AGCO Corporation and subsidiaries $ 1,171.4 $ 889.6 $ 897.0
Weighted average number of common shares outstanding 74.8 74.6 75.2
Basic net income per share attributable to AGCO Corporation and subsidiaries $ 15.66 $ 11.92 $ 11.93
Diluted net income per share:
Net income attributable to AGCO Corporation and subsidiaries $ 1,171.4 $ 889.6 $ 897.0
Weighted average number of common shares outstanding 74.8 74.6 75.2
Dilutive SSARs, performance share awards and RSUs
0.1 0.3 0.5
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share
74.9 74.9 75.7
Diluted net income per share attributable to AGCO Corporation and subsidiaries $ 15.63 $ 11.87 $ 11.85
18. RELATED PARTY TRANSACTIONS
Rabobank, a financial institution based in the Netherlands, is a 51 % owner in the Company’s finance joint ventures, which are located in the United States, Canada, Europe, Brazil, Argentina and Australia. Rabobank is also the principal agent and participant in the Company’s revolving credit facility (see Note 11). The majority of the assets of the Company’s finance joint ventures represents finance receivables. The majority of the liabilities represents notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies, primarily through lines of credit. During 2023, the Company made a total of approximately $ 24.6 million of additional investments in its finance joint venture in Brazil. During 2022 and 2021, the Company did not make additional investments in its finance joint ventures. During 2023, 2022, and 2021, the Company received approximately $ 28.9 million, $ 27.0 million and $ 84.4 million, respectively, of dividends from certain of its finance joint ventures.
The Company’s finance joint ventures provide retail financing and wholesale financing to its dealers. The terms of the financing arrangements offered to the Company’s dealers are similar to arrangements the finance joint ventures provide to unaffiliated third parties. In addition, the Company transfers, on an ongoing basis, a majority of its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint ventures (see Note 4). The Company maintains a remarketing agreement with its U.S. finance joint venture and has outstanding guarantees of residual values that may be owed to its finance joint ventures in the U.S. and Canada upon the expiration of certain eligible operating leases and also has guarantees with its other finance joint ventures (see Note 22). In addition, as part of sales incentives provided to end users, the Company may from time to time subsidize interest rates of retail financing provided by its finance joint ventures. The cost of those programs is recognized at the time of sale to the Company’s dealers (see Note 1).
The Company has a minority equity interest in Tractors and Farm Equipment Limited (“TAFE”), which manufactures and sells Massey Ferguson-branded equipment primarily in India, and also supplies tractors and components to the Company for sale in other markets. Mallika Srinivasan, who is the Chairman and Managing Director of TAFE, is currently a member of the Company’s Board of Directors. As of December 31, 2023, TAFE beneficially owned 12,150,152 shares of the Company’s common stock, not including shares of the Company’s common stock received by Ms. Srinivasan for service as a director. The Company and TAFE are parties to an agreement pursuant to which, among other things, TAFE has agreed not to purchase in excess of 12,150,152 shares of the Company’s common stock, subject to certain adjustments, and the Company has agreed to annually nominate a TAFE representative to its Board of Directors. During 2023, 2022 and 2021, the Company purchased approximately $ 171.6 million, $ 148.7 million and $ 137.6 million, respectively, of tractors and components from TAFE. During 2023, 2022 and 2021, the Company sold approximately $ 3.6 million, $ 1.2 million and $ 1.4 million, respectively, of parts to TAFE. The Company received dividends from TAFE of approximately $ 2.9 million, $ 2.1 million and $ 2.0 million during 2023, 2022 and 2021, respectively.
85
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
19. INCOME TAXES
The sources of income before income taxes and equity in net earnings of affiliates were as follows for the years ended December 31, 2023, 2022 and 2021 (in millions):
2023 2022 2021
United States $ ( 63.5 ) $ ( 60.2 ) $ 46.8
Foreign 1,397.0 1,167.4 897.5
Income before income taxes and equity in net earnings of affiliates $ 1,333.5 $ 1,107.2 $ 944.3
The provision for income taxes by location of the taxing jurisdiction for the years ended December 31, 2023, 2022 and 2021 consisted of the following (in millions):
2023 2022 2021
Current:
United States $ 61.2 $ 26.0 $ 3.4
Foreign 433.6 328.6 222.9
494.8 354.6 226.3
Deferred:
United States ( 82.8 ) ( 55.3 ) ( 70.0 )
Foreign ( 181.6 ) ( 2.7 ) ( 47.9 )
( 264.4 ) ( 58.0 ) ( 117.9 )
$ 230.4 $ 296.6 $ 108.4
The Company's income tax provision as of December 31, 2023 includes a benefit of $ 112.3 million related to the recognition of a deferred tax asset of $ 197.7 million, net of a valuation allowance of $ 85.4 million, related to the finalization of negotiations surrounding the application of Swiss Tax reform legislation enacted in 2020. The provision also includes a charge of approximately $ 26.4 million associated with our enrollment in a Brazilian tax amnesty program, "Litigation Zero", discussed further below.
A reconciliation of income taxes computed at the United States federal statutory income tax rate (21% for 2023, 2022 and 2021) to the provision for income taxes reflected in the Company’s Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 is as follows (in millions):
2023 2022 2021
Provision for income taxes at United States federal statutory rate
$ 280.0 $ 232.5 $ 198.3
State and local income taxes, net of federal income tax effects
( 3.0 ) ( 2.9 ) 2.2
Taxes on foreign income which differ from the United States statutory rate (1)
( 193.9 ) 43.6 16.2
Tax effect of permanent differences ( 20.5 ) ( 0.2 ) ( 6.4 )
Change in valuation allowance (1)
116.5 0.7 ( 130.8 )
Change in tax contingency reserves 33.2 25.5 36.6
Research and development tax credits ( 9.6 ) ( 6.9 ) ( 7.4 )
Brazil Amnesty Program, net of United States foreign tax credit
26.4 — —
Other 1.3 4.3 ( 0.3 )
$ 230.4 $ 296.6 $ 108.4
____________________________________
(1) In 2023, a gross deferred tax asset of $ 197.7 million less a valuation allowance of $ 85.4 million was recognized to reflect future Swiss tax incentives the Company anticipates it will be able to utilize by 2034 when the incentive expires.
86
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The significant components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were as follows (in millions):
2023 2022
Deferred Tax Assets:
Net operating loss carryforwards $ 42.1 $ 45.9
Sales incentive discounts 102.5 46.3
Inventory valuation reserves 50.0 34.4
Pensions and postretirement health care benefits 17.9 19.7
Warranty and other reserves 162.8 127.7
Research and development tax credits 5.1 6.9
Foreign tax credits 33.4 4.7
Swiss tax basis adjustment
197.7 —
Other 22.7 15.6
Total gross deferred tax assets 634.2 301.2
Valuation allowance ( 149.8 ) ( 47.3 )
Total deferred tax assets 484.4 253.9
Deferred Tax Liabilities:
Tax over book depreciation and amortization 102.5 123.6
Investment in affiliates 3.9 11.3
Other 19.0 2.5
Total deferred tax liabilities 125.4 137.4
Net deferred tax assets $ 359.0 $ 116.5
Amounts recognized in Consolidated Balance Sheets:
Deferred tax assets - noncurrent $ 481.6 $ 228.5
Deferred tax liabilities - noncurrent ( 122.6 ) ( 112.0 )
$ 359.0 $ 116.5
As reflected in the preceding table, the Company recorded a net deferred tax asset of $ 359.0 million and $ 116.5 million as of December 31, 2023 and 2022, respectively, and had a valuation allowance against its gross deferred tax assets of approximately $ 149.8 million and $ 47.3 million as of December 31, 2023 and 2022, respectively.
The Company maintains a valuation allowance to reserve a portion of its net deferred tax assets in the United States and certain foreign jurisdictions. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets may not be realized. The Company assessed the likelihood that its deferred tax assets would be recovered from estimated future taxable income and the current economic climate, as well as available tax planning strategies, and determined that all adjustments to the valuation allowance were appropriate. The Company believes it is more likely than not that it will realize its remaining net deferred tax assets, net of the valuation allowance, in future years.
87
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Changes in the valuation allowance during the years ended December 31, 2023, 2022 and 2021 are summarized as follows (in millions):
Additions
Description Balance at
Beginning
of Period Acquired
Businesses Charged (Credited) to
Costs and
Expenses (1)
Deductions (2)
Foreign
Currency
Translation Balance at
End of Period
Year ended December 31, 2023
Deferred tax valuation allowance $ 47.3 $ — $ 116.5 $ ( 16.7 ) $ 2.7 $ 149.8
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
(1) The amounts recorded to expense in 2023 are primarily related to Switzerland and the U.S. There were no amounts credited or charged through other comprehensive income during 2023, 2022 and 2021.
(2) The deductions are primarily related to reversal of valuation allowance from the effective utilization of certain tax losses in the Brazil amnesty program during 2023.
The Company had net operating loss carryforwards of $ 133.9 million as of December 31, 2023, with expiration dates as follows: 2024 - $ 7.2 million; 2025 - $ 2.0 million; 2026 and thereafter - $ 73.9 million and unlimited - $ 50.8 million. The net operating loss carryforwards of $ 133.9 million are entirely in tax jurisdictions outside of the United States. The amount of the Company’s U.S. state net operating loss carryforwards is not material.
The Company paid income taxes of $ 463.6 million, $ 304.0 million and $ 247.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
The Company recognizes income tax benefits from uncertain tax positions only when there is a more than 50% likelihood that the tax positions will be sustained upon examination by the taxing authorities based on the technical merits of the positions. At December 31, 2023 and 2022, the Company had approximately $ 9.9 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. At December 31, 2023 and 2022, the Company had approximately $ 344.2 million and $ 274.1 million, respectively, of accrued taxes reflected in “Other noncurrent liabilities”, and approximately $ 2.9 million and $ 2.8 million of deferred tax assets, respectively, related to uncertain tax positions that it expects to settle or pay beyond 12 months, reflected in “Deferred tax assets” in the Company’s Consolidated Balance Sheets. The Company accrued approximately $ 0.3 million and $ 6.0 million of interest and penalties related to unrecognized tax benefits in its provision for income taxes during 2023 and 2022, respectively. At December 31, 2023 and 2022, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 27.9 million and $ 25.8 million, respectively.
A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits as of and during the years ended December 31, 2023 and 2022 is as follows (in millions):
2023 2022
Gross unrecognized income tax benefits at the beginning of the year $ 281.7 $ 246.4
Additions for tax positions of the current year 67.9 51.7
Additions for tax positions of prior years 5.5 3.9
Reductions for tax positions of prior years for:
Changes in judgments 2.8 ( 6.5 )
Settlements during the year ( 15.4 ) ( 0.6 )
Lapses of applicable statute of limitations ( 2.0 ) ( 1.2 )
Foreign currency translation and other 10.7 ( 12.0 )
Gross unrecognized income tax benefits at the end of the year $ 351.2 $ 281.7
88
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
At December 31, 2023 and 2022, the Company had $ 351.2 million and $ 281.7 million, respectively, of unrecognized income tax benefits, which would affect the Company’s effective tax rate if recognized. The reconciliation of gross unrecognized income tax benefits above for 2023 and 2022 excludes certain indirect favorable effects that relate to other tax jurisdictions of approximately $ 103.9 million and $ 74.0 million, respectively. The change in certain indirect favorable effects between 2023 and 2022 includes approximately $ 26.7 million and $ 22.4 million, respectively, related to additions and reductions for tax positions of current and prior years, changes in judgments and lapses of statutes of limitations. During 2022, the Company made the determination that it will be able to utilize approximately $ 15.7 million of indirect favorable benefits in the United States related to the settlement of a foreign audit examination. In addition, the gross unrecognized income tax benefits as of December 31, 2023 and 2022 exclude certain deposits made in a foreign jurisdiction of approximately $ 26.9 million, net of $ 19.7 million refunds received, and $ 45.1 million, respectively, associated with an ongoing audit.
The Company and its subsidiaries file income tax returns in the United States and in various state, local and foreign jurisdictions. The Company and its subsidiaries are routinely examined by tax authorities in these jurisdictions. As of December 31, 2023, a number of income tax examinations in foreign jurisdictions, as well as the United States, were ongoing. It is possible that certain of these ongoing examinations may be resolved within 12 months. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized income tax benefits balance may materially change within the next 12 months. In certain foreign jurisdictions, there are either statutory expirations or the Company’s settlement expectations such that approximately $ 9.9 million could be concluded within the next 12 months. Although there are ongoing examinations in various federal and state jurisdictions, the 2019 through 2023 tax years generally remain subject to examination in the United States by applicable authorities. In the Company’s significant foreign jurisdictions, primarily the United Kingdom, France, Germany, Switzerland, Finland and Brazil, the 2019 through 2023 tax years generally remain subject to examination by their respective tax authorities.
In 2008 and 2012, as part of routine audits, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of the Company’s Brazilian operations and the related transfer of certain assets to the Company’s Brazilian subsidiaries. The amount of the tax disallowance through December 31, 2023, not including interest and penalties, would have been approximately 131.5 million Brazilian reais (or approximately $ 27.1 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 approximately 182.6 million Brazilian reais (or approximately $ 34.8 million) within “Income tax provision” for the year ended December 31, 2023, net of associated U.S. income tax credits of approximately $ 8.4 million related to its enrollment in the program. The Company paid installment payments related to the program of 188.5 million Brazilian reais (or approximately $ 37.8 million) during the year ended December 31, 2023, inclusive of $ 1.2 million of interest on payments and approximately $ 1.8 million of foreign currency translation impacts. The final installment payment was made in October 2023.
20. PENSION AND POSTRETIREMENT BENEFIT PLANS
The Company sponsors defined benefit pension plans covering certain employees, principally in the United Kingdom, the United States, Germany, Switzerland, Finland, France, Norway and Argentina. The Company also provides certain postretirement health care and life insurance benefits for certain employees, principally in the United States and Brazil.
The Company also maintains an Executive Nonqualified Pension Plan (“ENPP”) that provides certain senior executives with retirement income for a period of 15 years or up to a lifetime annuity, if certain requirements are met. Benefits under the ENPP vest if the participant has attained age 50 and has at least ten years of service (including five years as a participant in the ENPP), but are not payable until the participant reaches age 65 . The lifetime annuity benefit generally is available only to vested participants who retire on or after reaching age 65 and was eliminated during 2021 for participants reaching age 65 subsequent to December 31, 2022. The ENPP is an unfunded, nonqualified defined benefit pension plan.
89
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Net annual pension costs for the years ended December 31, 2023, 2022 and 2021 for the Company’s defined benefit pension plans and ENPP are set forth below (in millions):
Pension benefits 2023 2022 2021
Service cost $ 9.6 $ 12.8 $ 15.0
Interest cost 29.3 14.8 12.6
Expected return on plan assets ( 30.4 ) ( 16.9 ) ( 31.3 )
Amortization of net actuarial losses 9.4 8.7 16.5
Amortization of prior service cost 1.5 0.1 0.7
Net (gain) loss recognized due to settlement 0.4 ( 0.4 ) 0.1
Curtailment gain (1)
— — ( 1.2 )
Net annual pension cost $ 19.8 $ 19.1 $ 12.4
___________________________________
(1) During 2021, the Company amended its Executive Nonqualified Pension Plan (“ENPP”) to freeze the plan as of December 31, 2024 to future benefit accruals, and to eliminate a lifetime annuity feature for participants working to age 65 subsequent to December 31, 2022. This amendment resulted in a curtailment gain as well as a net prior service credit.
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 Consolidated Statements of Operations.
The weighted average assumptions used to determine the net annual pension costs for the Company’s defined benefit pension plans and ENPP for the years ended December 31, 2023, 2022 and 2021 are as follows:
2023 2022 2021
All plans:
Weighted average discount rate 4.9 % 1.9 % 1.5 %
Weighted average expected long-term rate of return on plan assets 5.5 % 2.3 % 3.9 %
Rate of increase in future compensation 1.8 %- 5.0 %
1.5 %- 5.0 %
1.5 %- 5.0 %
U.S.-based plans:
Weighted average discount rate 5.70 % 3.05 % 2.75 %
Weighted average expected long-term rate of return on plan assets (1)
5.8 % 4.3 % 5.0 %
Rate of increase in future compensation (2)
5.0 % 5.0 % 5.0 %
___________________________________
(1) Applicable for U.S. funded, qualified plan.
(2) Applicable for U.S. unfunded, nonqualified plan.
Net annual postretirement benefit costs, and the weighted average discount rate used to determine them, for the years ended December 31, 2023, 2022 and 2021 are set forth below (in millions, except percentages):
Postretirement benefits 2023 2022 2021
Service cost $ 0.1 $ 0.1 $ 0.1
Interest cost 1.3 0.9 0.9
Amortization of net actuarial losses — — 0.1
Amortization of prior service cost 0.2 0.1 0.1
Net annual postretirement benefit cost $ 1.6 $ 1.1 $ 1.2
Weighted average discount rate 6.6 % 4.1 % 3.8 %
90
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following tables set forth reconciliations of the changes in benefit obligation, plan assets and funded status as of December 31, 2023 and 2022 (in millions):
Pension and ENPP Benefits Postretirement Benefits
Change in benefit obligation 2023 2022 2023 2022
Benefit obligation at beginning of year $ 611.6 $ 904.8 $ 21.2 $ 22.6
Service cost 9.6 12.8 0.1 0.1
Interest cost 29.3 14.8 1.3 0.9
Plan participants’ contributions 1.3 1.2 — —
Actuarial losses (gains) 21.6 ( 227.2 ) 1.7 ( 0.9 )
Amendments 0.1 25.5 — —
Settlements ( 4.9 ) ( 5.0 ) — —
Benefits paid ( 46.1 ) ( 44.0 ) ( 1.8 ) ( 1.7 )
Foreign currency exchange rate changes 24.5 ( 71.3 ) 0.5 0.2
Benefit obligation at end of year $ 647.0 $ 611.6 $ 23.0 $ 21.2
Pension and ENPP Benefits Postretirement Benefits
Change in plan assets 2023 2022 2023 2022
Fair value of plan assets at beginning of year $ 528.7 $ 815.6 $ — $ —
Actual return on plan assets 31.2 ( 197.1 ) — —
Employer contributions 35.1 34.1 1.8 1.7
Plan participants’ contributions 1.3 1.2 — —
Benefits paid ( 46.1 ) ( 44.0 ) ( 1.8 ) ( 1.7 )
Settlements ( 4.9 ) ( 5.0 ) — —
Foreign currency exchange rate changes 26.7 ( 76.1 ) — —
Fair value of plan assets at end of year $ 572.0 $ 528.7 $ — $ —
Funded status $ ( 75.0 ) $ ( 82.9 ) $ ( 23.0 ) $ ( 21.2 )
Amounts recognized in Consolidated
Balance Sheets:
Other long-term asset $ 85.0 $ 66.3 $ — $ —
Other current liabilities ( 7.4 ) ( 7.0 ) ( 1.6 ) ( 1.6 )
Accrued expenses ( 4.1 ) ( 3.8 ) — —
Pensions and postretirement health care benefits (noncurrent) ( 148.5 ) ( 138.4 ) ( 21.4 ) ( 19.6 )
Net amount recognized $ ( 75.0 ) $ ( 82.9 ) $ ( 23.0 ) $ ( 21.2 )
91
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes the activity in accumulated other comprehensive loss related to the Company’s ENPP and defined pension and postretirement benefit plans during the years ended December 31, 2023 and 2022 (in millions):
Before-Tax
Amount Income
Tax After-Tax
Amount
Accumulated other comprehensive loss as of December 31, 2021 $ ( 302.4 ) $ ( 72.0 ) $ ( 230.4 )
Prior service (cost) credit arising during the year
( 25.5 ) ( 6.4 ) ( 19.1 )
Net (gain) loss recognized due to settlement
( 0.4 ) — ( 0.4 )
Net actuarial gain (loss) arising during the year
15.0 2.7 12.3
Amortization of prior service cost 0.2 0.2 —
Amortization of net actuarial losses 8.7 2.3 6.4
Accumulated other comprehensive loss as of December 31, 2022 $ ( 304.4 ) $ ( 73.2 ) $ ( 231.2 )
Prior service (cost) credit arising during the year
— — —
Net (gain) loss recognized due to settlement
0.4 — 0.4
Net actuarial gain (loss) arising during the year
( 21.5 ) ( 5.4 ) ( 16.1 )
Amortization of prior service cost 1.7 0.4 1.3
Amortization of net actuarial losses 9.4 2.4 7.0
Accumulated other comprehensive loss as of December 31, 2023 $ ( 314.4 ) $ ( 75.8 ) $ ( 238.6 )
The unrecognized net actuarial losses included in accumulated other comprehensive loss related to the Company’s defined benefit pension plans and ENPP as of December 31, 2023 and 2022 are set forth below (in millions):
2023 2022
Unrecognized net actuarial losses $ 280.2 $ 270.0
The increase in unrecognized net actuarial losses between years is primarily due to liability losses due to the total net impact of the changes in the assumptions, specifically the reduction in the discount rates, as well as the losses due to plan experience at December 31, 2023 compared to December 31, 2022. The unrecognized net actuarial losses will be impacted in future periods by actual asset returns, discount rate changes, currency exchange rate fluctuations, actual demographic experience and certain other factors. For some of the Company’s defined benefit pension plans, these losses, to the extent they exceed 10% of the greater of the plan’s liabilities or the fair value of assets (“the gain/loss corridor”), will be amortized on a straight-line basis over the periods discussed as follows. For the Company’s U.S. salaried, U.S. hourly and U.K. defined benefit pension plans, the population covered is predominantly inactive participants, and losses related to those plans, to the extent they exceed the gain/loss corridor, will be amortized over the average remaining lives of those participants while covered by the respective plan. For the Company’s ENPP, the population is predominantly active participants, and losses related to the plan will be amortized over the average future working lifetime of the active participants expected to receive benefits. As of December 31, 2023, the average amortization periods were as follows:
ENPP U.S. Plans U.K. Plan
Average amortization period of losses related to defined benefit pension plans 6 years 13 years 18 years
The following table summarizes the unrecognized prior service cost related to the Company’s defined benefit pension plans as of December 31, 2023 and 2022 (in millions):
2023 2022
Unrecognized prior service cost $ 31.4 $ 32.5
The decrease in the unrecognized prior service cost between years is due primarily to the amortization of unrecognized prior service cost related to prior plan amendments. The unrecognized prior service cost as of December 31, 2022 included
92
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
a revision of approximately $ 25.5 million due to the Company updating its estimate of current assumptions, interpretations and approach affecting the Company’s defined benefit pension obligations related to certain defined benefit plans.
The following table summarizes the unrecognized net actuarial gains included in the Company’s accumulated other comprehensive loss related to the Company’s U.S. and Brazilian postretirement health care benefit plans as of December 31, 2023 and 2022 (in millions):
2023 2022
Unrecognized net actuarial gains (1)
$ ( 0.2 ) $ ( 2.0 )
___________________________________
(1) Includes a gain of approximately $ 1.2 million and $ 1.1 million, respectively, related to the Company’s U.S. postretirement benefit plans.
The change in unrecognized net actuarial gains related to the Company’s U.S. and Brazilian postretirement benefit plans is primarily resulting from lower discount rates at December 31, 2023. The unrecognized net actuarial gains or losses will be impacted in future periods by discount rate changes, actual demographic experience, actual health care inflation and certain other factors. These gains or losses, to the extent they exceed the gain/loss corridor, will be amortized on a straight-line basis over the average remaining service period of active employees expected to receive benefits, or the average remaining lives of inactive participants, covered under the postretirement benefit plans. As of December 31, 2023, the gains or losses did not exceed the corridor for the Company’s U.S. postretirement benefit plan and therefore, there will be no amortization of unrecognized gains or losses during 2024.
As of December 31, 2023 and 2022, the net prior service cost related to the Company’s Brazilian postretirement health care benefit plans was as follows (in millions):
2023 2022
Net prior service cost $ 3.0 $ 3.1
The following table summarizes the fair value of plan assets, aggregate projected benefit obligation and accumulated benefit obligation as of December 31, 2023 and 2022 for defined benefit pension plans, ENPP and other postretirement plans with accumulated benefit obligations in excess of plan assets (in millions):
2023 2022
All plans:
Fair value of plan assets $ 37.3 $ 39.4
Projected benefit obligation 220.2 209.8
Accumulated benefit obligation 209.3 199.0
U.S.-based plans and ENPP:
Fair value of plan assets $ — $ 3.3
Projected benefit obligation 104.9 106.1
Accumulated benefit obligation 104.1 103.4
The amounts for 2023 and 2022 disclosed above do not include the fair value of plan assets, the projected benefit obligation or the accumulated benefit obligation related to the Company’s U.K. plan. The Company’s U.K. plan’s fair value of plan assets was in excess of the plan’s accumulated benefit obligation as of December 31, 2023 and 2022.
The Company’s defined benefit pension obligation has been reflected on the manner in which its defined benefit plans are being administered or expected to be administered in the future. The obligation and resulting liability or asset is calculated employing both actuarial and legal assumptions. These assumptions include, but are not limited to, future inflation, the return on pension assets, discount rates, life expectancy and potential salary increases. There are also assumptions related to the manner in which individual benefit plan benefits are calculated, some of which are legal in nature and include, but are not limited to, member eligibility, years of service, and the uniformity of both guaranteed minimum pension benefits and member normal retirement ages for men and women. Some of these assumptions also are subject to the outcome of certain legal cases, which are currently unknown. In the event that any of these assumptions or the administration approach are proven to be
93
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
different from the Company’s current interpretations and approach, there could be material increases or decreases in the Company’s defined benefit pension obligation and related amounts such as prior service cost and actuarial gains and losses, as well as the related amount and timing of future contributions to be paid by the Company. As previously mentioned, during 2022, the Company updated its estimate of current assumptions, interpretations and approach affecting the Company’s defined benefit pension obligations related to certain defined benefit plans and recorded a revision of its estimate of prior service cost of approximately $ 25.5 million.
The weighted average assumptions used to determine the benefit obligation for the Company’s defined benefit pension plans and ENPP as of December 31, 2023 and 2022 are as follows:
2023 2022
All plans:
Weighted average discount rate 4.5 % 4.9 %
Rate of increase in future compensation 1.70 %- 5.0 %
1.75 %- 5.0 %
U.S.-based plans:
Weighted average discount rate 5.30 % 5.70 %
Rate of increase in future compensation (1)
5.00 % 5.00 %
____________________________________
(1) Applicable for U.S. unfunded, nonqualified plan.
The weighted average discount rate used to determine the benefit obligation for the Company’s postretirement benefit plans for the years ended December 31, 2023 and 2022 was 6.7 % and 6.6 %, respectively.
For the years ended December 31, 2023, 2022 and 2021, the Company used a globally consistent methodology to set the discount rate in the countries where its largest benefit obligations exist. In the United States, the United Kingdom and the Euro Zone, the Company constructed a hypothetical bond portfolio of high-quality corporate bonds and then applied the cash flows of the Company’s benefit plans to those bond yields to derive a discount rate. The bond portfolio and plan-specific cash flows vary by country, but the methodology in which the portfolio is constructed is consistent. In the United States, the bond portfolio is large enough to result in taking a “settlement approach” to derive the discount rate, in which high-quality corporate bonds are assumed to be purchased and the resulting coupon payments and maturities are used to satisfy the Company’s U.S. pension plans’ projected benefit payments. Historically, the settlement approach was used for both the hourly and salaried plans and the ENPP. As a result of the termination of the Plan in 2023, the Company changed the discount rate methodology to align more closely with the expected termination liability of the Plan. The discount rate was derived using a "yield curve approach" consistent with the approach for the United Kingdom and Euro Zone as described below. The settlement approach used for the ENPP has not changed. In the United Kingdom and the Euro Zone, the discount rate is derived using a “yield curve approach,” in which an individual spot rate, or zero coupon bond yield, for each future annual period is developed to discount each future benefit payment and, thereby, determine the present value of all future payments. The Company uses a spot yield curve to determine the discount rate applicable in the United Kingdom to measure the U.K. pension plan’s service cost and interest cost. Under the settlement and yield curve approaches, the discount rate is set to equal the single discount rate that produces the same present value of all future payments.
For measuring the expected U.S. postretirement benefit obligation at December 31, 2023, the Company assumed a 7.8 % health care cost trend rate for 2024 decreasing to 5.0 % by 2035. For measuring the expected U.S. postretirement benefit obligation at December 31, 2022, the Company assumed a 8.0 % health care cost trend rate for 2023 decreasing to 5.0 % by 2035. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2023, the Company assumed a 10.2 % health care cost trend rate for 2024, decreasing to 4.5 % by 2034. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2022, the Company assumed a 10.2 % health care cost trend rate for 2023, decreasing to 4.5 % by 2033.
The Company currently estimates its minimum contributions and benefit payments to its U.S.-based underfunded defined benefit pension plans and unfunded ENPP for 2024 will aggregate approximately $ 5.0 million. The Company currently estimates its minimum contributions for underfunded plans and benefit payments for unfunded plans for 2024 to its non-U.S.-based defined benefit pension plans will aggregate approximately $ 24.4 million, of which approximately $ 13.9 million relates to its U.K. pension plan. The Company currently estimates its benefit payments for 2024 to its U.S.-based postretirement health
94
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
care and life insurance benefit plans will aggregate approximately $ 1.6 million and its benefit payments for 2024 to its Brazilian postretirement health care benefit plans will aggregate less than $ 0.1 million.
During 2023, approximately $ 51.0 million of benefit payments were made related to the Company’s defined benefit pension plans and ENPP. At December 31, 2023, the aggregate expected benefit payments for the Company’s defined benefit pension plans and ENPP are as follows (in millions):
2024 $ 50.1
2025 46.8
2026 47.3
2027 47.6
2028 47.2
2029 through 2033 256.5
$ 495.5
During 2023, approximately $ 1.8 million of benefit payments were made related to the Company’s U.S. and Brazilian postretirement benefit plans. At December 31, 2023, the aggregate expected benefit payments for the Company’s U.S. and Brazilian postretirement benefit plans are as follows (in millions):
2024 $ 1.7
2025 1.7
2026 1.7
2027 1.7
2028 1.8
2029 through 2033 8.6
$ 17.2
95
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Investment Strategy and Concentration of Risk
The weighted average asset allocation of the Company’s U.S. pension benefit plans as of December 31, 2023 and 2022 are as follows:
Asset Category 2023 2022
Equity securities — % 10 %
Fixed income securities 89 % 79 %
Other investments 11 % 11 %
Total 100 % 100 %
The weighted average asset allocation of the Company’s U.K. pension benefit plans as of December 31, 2023 and 2022 are as follows:
Asset Category 2023 2022
Equity securities 11 % 11 %
Fixed income securities 82 % 80 %
Other investments 7 % 9 %
Total 100 % 100 %
The Company categorizes its pension plan assets into one of three levels based on the assumptions used in valuing the asset. See Note 21 for a discussion of the fair value hierarchy as per the guidance in ASC 820, “Fair Value Measurements” (“ASC 820”). The Company’s valuation techniques are designed to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses the following valuation methodologies to measure the fair value of its pension plan assets:
• Equity Securities : Equity securities are valued on the basis of the closing price per unit on each business day as reported on the applicable exchange. Equity funds are valued using the net asset value of the fund, which is based on the fair value of the underlying securities.
• Fixed Income : Fixed income securities are valued using the closing prices in the active market in which the fixed income investment trades. Fixed income funds are valued using the net asset value of the fund, which is based on the fair value of the underlying securities.
• Cash : These investments primarily consist of short-term investment funds which are valued using the net asset value.
• Alternative Investments : These investments are reported at fair value as determined by the general partner of the alternative investment. The “market approach” valuation technique is used to value investments in these funds. The funds typically are open-end funds as they generally offer subscription and redemption options to investors. The frequency of such subscriptions or redemptions is dictated by each fund’s governing documents. The amount of liquidity provided to investors in a particular fund generally is consistent with the liquidity and risk associated with the underlying portfolio (i.e., the more liquid the investments in the portfolio, the greater the liquidity provided to investors). Liquidity of individual funds varies based on various factors and may include “gates,” “holdbacks” and “side pockets” imposed by the manager of the fund, as well as redemption fees that may also apply. Investments in these funds typically are valued utilizing the net asset valuations provided by their underlying investment managers, general partners or administrators. The funds consider subscription and redemption rights, including any restrictions on the disposition of the interest, in its determination of the fair value.
• Insurance Contracts : Insurance contracts are valued using current prevailing interest rates.
96
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair value of the Company’s pension assets as of December 31, 2023 is as follows (in millions):
Total Level 1 Level 2 Level 3
Equity securities:
Global equities $ 55.8 $ 55.8 $ —
Total equity securities 55.8 — 55.8 —
Fixed income:
Aggregate fixed income 437.1 437.1 — —
Total fixed income share (1)
437.1 437.1 — —
Alternative investments:
Private equity fund 2.2 — 2.2
Hedge funds measured at net asset value (4)
33.2 — — —
Total alternative investments (2)
35.4 — — 2.2
Miscellaneous funds (3)
38.8 — — 38.8
Cash and equivalents measured at net asset value (4)
4.9 — — —
Total assets $ 572.0 $ 437.1 $ 55.8 $ 41.0
______________________________________
(1) 67 % of “fixed income” securities are in government treasuries; 27 % are in foreign securities; 4 % are in investment-grade corporate bonds; 2 % are in high-yield securities.
(2) 53 % of “alternative investments” are in relative value funds; 24 % are in long-short equity funds; 8 % are in event-driven funds; 9 % are in credit funds; and 6 % are distributed in hedged and non-hedged funds.
(3) “Miscellaneous funds” is comprised of insurance contracts in Finland, Norway and Switzerland.
(4) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.
The following is a reconciliation of Level 3 assets as of December 31, 2023 (in millions):
Total Alternative Investments Miscellaneous Funds
Beginning balance as of December 31, 2022 $ 40.2 $ 2.4 $ 37.8
Actual return on plan assets:
(a) Relating to assets still held at reporting date 2.6 ( 0.2 ) 2.8
Purchases, sales and /or settlements ( 3.0 ) — ( 3.0 )
Foreign currency exchange rate changes 1.2 — 1.2
Ending balance as of December 31, 2023 $ 41.0 $ 2.2 $ 38.8
97
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair value of the Company’s pension assets as of December 31, 2022 is as follows (in millions):
Total Level 1 Level 2 Level 3
Equity securities:
Global equities $ 50.1 $ 8.7 $ 41.4 $ —
U.S. large cap equities 2.9 2.9 — —
Total equity securities 53.0 11.6 41.4 —
Fixed income:
Aggregate fixed income 394.1 394.1 — —
Total fixed income share (1)
394.1 394.1 — —
Alternative investments:
Private equity fund 2.4 — — 2.4
Hedge funds measured at net asset value (4)
32.2 — — —
Total alternative investments (2)
34.6 — — 2.4
Miscellaneous funds (3)
37.8 — — 37.8
Cash and equivalents measured at net asset value (4)
9.2 — — —
Total assets $ 528.7 $ 405.7 $ 41.4 $ 40.2
______________________________________
(1) 57 % of “fixed income” securities are in government treasuries; 21 % are in foreign securities; 14 % are in investment-grade corporate bonds; 7 % are in high-yield securities and 1 % are in other various fixed income securities.
(2) 51 % of “alternative investments” are in relative value funds; 23 % are in long-short equity funds; 11 % are in event-driven funds; 9 % are in credit funds; and 6 % are distributed in hedged and non-hedged funds.
(3) “Miscellaneous funds” is comprised of insurance contracts in Finland, Norway and Switzerland.
(4) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.
The following is a reconciliation of Level 3 assets as of December 31, 2022 (in millions):
Total Alternative Investments Miscellaneous Funds
Beginning balance as of December 31, 2021 $ 43.7 $ 3.5 $ 40.2
Actual return on plan assets:
(a) Relating to assets still held at reporting date ( 0.9 ) ( 1.1 ) 0.2
Purchases, sales and /or settlements ( 0.2 ) — ( 0.2 )
Foreign currency exchange rate changes ( 2.4 ) — ( 2.4 )
Ending balance as of December 31, 2022 $ 40.2 $ 2.4 $ 37.8
All tax-qualified pension fund investments in the United States are held in the AGCO Corporation Master Pension Trust. The Company’s global pension fund strategy is to diversify investments across broad categories of equity and fixed income securities with appropriate use of alternative investment categories to minimize risk and volatility. The primary investment objective of the Company’s pension plans is to secure participant retirement benefits. As such, the key objective in the pension plans’ financial management is to promote stability and, to the extent appropriate, growth in funded status.
98
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The investment strategy for the plans’ portfolio of assets balances the requirement to generate returns with the need to control risk. The asset mix is recognized as the primary mechanism to influence the reward and risk structure of the pension fund investments in an effort to accomplish the plans’ funding objectives. The overall investment strategies and target allocations of retirement fund investments for the Company’s U.S.-based pension plans and the non-U.S. based pension plans are as follows:
U.S. Pension Plans Non-U.S. Pension Plans (1)
Overall investment strategies: (2)
Assets for the near-term benefit payments 80.0 % 85.0 %
Assets for longer-term growth 20.0 % 15.0 %
Total 100.0 % 100.0 %
Target allocations:
Equity securities 17.0 % 10.0 %
Fixed income securities 80.0 % 85.0 %
Alternative investments 3.0 % 5.0 %
Total 100.0 % 100.0 %
_______________________________________
(1) The majority of the Company’s non-U.S. pension fund investments are related to the Company’s pension plan in the United Kingdom.
(2) The overall U.S. and non-U.S. pension funds invest in a broad diversification of asset types.
The Company has noted that over very long periods, this mix of investments would achieve an average return on its U.S.-based pension plans of approximately 5.80 %. In arriving at the choice of an expected return assumption of 5.75 % for its U.S. plans for the year ending December 31, 2024, the Company has tempered this historical indicator with lower expectations for returns and changes to investments in the future as well as the administrative costs of the plans. The Company has noted that over very long periods, this mix of investments would achieve an average return on its non-U.S. based pension plans of approximately 7.10 %. In arriving at the choice of an expected return assumption of 5.75 % for its U.K.-based plans for the year ending December 31, 2024, the Company has tempered this historical indicator with lower expectations for returns and changes to investments in the future as well as the administrative costs of the plans.
Equity securities primarily include investments in large-cap and small-cap companies located across the globe. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-backed securities, agency mortgages, asset-backed securities and government securities. Alternative and other assets include investments in hedge fund of funds that follow diversified investment strategies. To date, the Company has not invested pension funds in its own stock and has no intention of doing so in the future.
Within each asset class, careful consideration is given to balancing the portfolio among industry sectors, geographies, interest rate sensitivity, dependence on economic growth, currency and other factors affecting investment returns. The assets are managed by professional investment firms, who are bound by precise mandates and are measured against specific benchmarks. Among asset managers, consideration is given, among others, to balancing security concentration, issuer concentration, investment style and reliance on particular active investment strategies.
The Company participates in a small number of multiemployer plans in the Netherlands and Sweden. The Company has assessed and determined that none of the multiemployer plans which it participates in are individually, or in the aggregate, significant to the Company’s Consolidated Financial Statements. The Company does not expect to incur a withdrawal liability or expect to significantly increase its contributions over the remainder of the multiemployer plans’ contract periods.
The Company maintains separate defined contribution plans covering certain employees and executives, primarily in the United States, the United Kingdom and Brazil. Under the plans, the Company contributes a specified percentage of each eligible employee’s compensation. The Company contributed approximately $ 21.1 million, $ 17.9 million and $ 16.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.
99
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
21. 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. See Note 20 for a discussion of the valuation methods used to measure the fair value of the Company’s pension plan assets.
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 14 for a discussion of the Company’s derivative instruments and hedging activities.
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 are summarized below (in millions):
As of December 31, 2023
Level 1 Level 2 Level 3 Total
Derivative assets $ — $ 38.7 $ — $ 38.7
Derivative liabilities — 14.0 — 14.0
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 % EIB senior term loan due 2025, EIB senior term loan due 2029 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 December 31, 2023, the estimated fair value of the Company’s 0.800 % senior notes due 2028, based on listed market values, was approximately € 526.9 million (or approximately $ 583.1 million), compared to the carrying value of € 600.0 million (or approximately $ 664.0 million). See Note 11 for additional information on the Company’s long-term debt.
100
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
22. COMMITMENTS AND CONTINGENCIES
The future payments required under the Company’s significant commitments, excluding indebtedness, as of December 31, 2023 are as follows (in millions):
Interest payments on indebtedness – The Company expects to make interest payments of approximately $ 56.1 million during the year ending December 31, 2024 related to indebtedness outstanding as of December 31, 2023. Indebtedness amounts reflect the principal amount of the Company’s EIB senior term loans, senior notes, credit facility and certain short-term borrowings, gross of any debt issuance costs. The projected amount of interest payments includes assumptions regarding the future fluctuations in interest rates, as well as borrowings under the Company’s revolving credit facility and other variable debt instruments. The projected amount does not include interest payments related to future indebtedness expected to finance the planned Trimble Ag joint venture. Refer to Note 11 of the Consolidated Financial Statements for additional information regarding indebtedness.
Unconditional purchase obligations – As of December 31, 2023, the Company had approximately $ 263.7 million of outstanding purchase obligations payable during the year ending December 31, 2024. The Company's unconditional purchase obligations are primarily payable within 12 months.
Other short-term and long-term obligations – As of December 31, 2023, the Company has approximately $ 9.9 million of income tax liabilities related to uncertain income tax provisions connected with ongoing income tax audits in various jurisdictions that it expects to pay or settle within the next 12 months. These liabilities and related income tax audits are subject to statutory expiration. Additionally, we had approximately $ 16.7 million of estimated future minimum contribution requirements under our U.S. and non-U.S. defined benefit pension and postretirement plans due during the year ending December 31, 2024. Refer to Notes 19 and 20 of the Consolidated Financial Statements for additional information regarding the Company’s uncertain tax positions and pension and postretirement plans, respectively. These obligations comprise a majority of the Company’s other short-term and long-term obligations.
Off-Balance Sheet Arrangements
Guarantees
At December 31, 2023, the Company had outstanding guarantees issued to its Argentine finance joint venture, AGCO Capital Argentina S.A. (“AGCO Capital”) of approximately $ 42.2 million. Such guarantees generally obligate the Company to repay outstanding finance obligations owed to AGCO Capital if end users default on such loans to the extent that, due to non-Credit Risk, the end users are not able, or not required, to pay their loans, or are required to pay in a different currency than the one agreed in their loan. The Company also has obligations to guarantee indebtedness owed to certain of its finance joint ventures if dealers or end users default on loans. Losses under such guarantees historically have been insignificant. The Company believes the credit risk associated with these guarantees is not material.
In addition, at December 31, 2023, the Company accrued approximately $ 13.8 million of outstanding guarantees of residual values that may be owed to its finance joint ventures in the United States and Canada upon expiration of certain eligible operating leases between the finance joint ventures and end users. The maximum potential amount of future payments under the guarantees is approximately $ 182.1 million.
Other
At December 31, 2023, the Company had outstanding designated and non-designated foreign exchange contracts with a gross notional amount of approximately $ 3,387.3 million. The outstanding contracts as of December 31, 2023 range in maturity through December 2024. The Company also had outstanding designated steel commodity contracts with a gross notional amount of approximately $ 2.5 million that range in maturity through June 2024.
The Company sells a majority of its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint ventures. The Company also sells certain accounts receivable under factoring arrangements to financial institutions around the world. The Company accounts for the sale of such receivables as off-balance sheet transactions. Refer to Note 4 for discussion of the Company’s accounts receivable sales agreements.
101
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Contingencies
During 2017, the Company purchased Precision Planting, which provides precision agricultural technology solutions. In 2018, Deere & Company (“Deere”) filed separate complaints in the U.S. District Court of Delaware against the Company and Precision Planting alleging that certain products of those entities infringed certain patents of Deere. The two complaints subsequently were consolidated into a single case, Case No. 1:18-cv-00827-CFC. In July 2022, the case was tried before a jury, which determined that the Company and Precision Planting had not infringed the Deere patents. Following customary post-trial procedures, the Court entered a judgement in the Company’s favor, and Deere appealed the judgment to the U.S. Court of Appeals for the Federal Circuit. The appeal is fully briefed and is awaiting oral arguments before the court. The Company has an indemnity right under the purchase agreement related to the acquisition of Precision Planting from its previous owner. Pursuant to that right, the previous owner of Precision Planting currently is responsible for the litigation costs associated with the complaint and is obligated to reimburse AGCO for some or all of the damages in the event of an adverse outcome in the litigation.
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, is material to its business or financial statements as a whole, including its results of operations and financial condition.
102
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
23. LEASES
Total lease assets and liabilities at December 31, 2023 and 2022 were as follows (in millions):
Lease Assets Classification As of December 31, 2023 As of December 31, 2022
Operating ROU assets Right-of-use lease assets $ 176.2 $ 163.9
Finance lease assets Property, plant and equipment, net (1)
6.5 6.7
Total lease assets $ 182.7 $ 170.6
Lease Liabilities Classification As of December 31, 2023 As of December 31, 2022
Current:
Operating Accrued expenses $ 45.4 $ 42.2
Finance Other current liabilities 0.5 0.7
Noncurrent:
Operating Operating lease liabilities 134.4 125.4
Finance Other noncurrent liabilities 5.4 5.4
Total lease liabilities $ 185.7 $ 173.7
____________________________________
(1) Finance lease assets are recorded net of accumulated depreciation of $ 3.1 million and $ 5.1 million as of December 31, 2023 and 2022, respectively.
Total lease costs for 2023 and 2022 are set forth below (in millions):
Classification Year Ended
December 31, 2023 Year Ended
December 31, 2022
Operating lease cost Selling, general and administrative expenses $ 57.2 $ 51.2
Variable lease cost Selling, general and administrative expenses 2.3 1.7
Short-term lease cost Selling, general and administrative expenses 24.1 17.5
Finance lease cost:
Amortization of lease assets Depreciation expense (1)
0.7 1.0
Interest on lease liabilities Interest expense, net 0.2 0.2
Total lease cost $ 84.5 $ 71.6
____________________________________
(1) Depreciation expense was included in both cost of goods sold and selling, general and administrative expenses.
103
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Lease payment amounts for operating and finance leases with remaining terms greater than one year as of December 31, 2023 were as follows (in millions):
December 31, 2023
Operating Leases Finance Leases
2024 $ 52.8 $ 0.7
2025 43.0 0.6
2026 32.6 0.4
2027 19.7 0.3
2028 14.7 0.1
Thereafter 46.5 5.8
Total lease payments 209.3 7.9
Less: imputed interest (1)
( 29.5 ) ( 2.0 )
Present value of lease liabilities $ 179.8 $ 5.9
____________________________________
(1) Calculated using the implicit interest rate for each lease or the Company’s incremental borrowing rate, when implicit rate is not available
Lease payment amounts for operating and finance leases with remaining terms greater than one year as of December 31, 2022 were as follows (in millions):
December 31, 2022
Operating Leases Finance Leases
2023 $ 47.8 $ 0.8
2024 36.6 0.6
2025 27.0 0.4
2026 19.1 0.2
2027 13.4 0.2
Thereafter 51.2 6.0
Total lease payments 195.1 8.2
Less: imputed interest (1)
( 27.5 ) ( 2.1 )
Present value of lease liabilities $ 167.6 $ 6.1
____________________________________
(1) Calculated using the implicit interest rate for each lease or the Company’s incremental borrowing rate, when implicit rate is not available
The following table summarizes the weighted-average remaining lease term and weighted-average discount rate:
As of December 31, 2023 As of December 31, 2022
Weighted-average remaining lease term:
Operating leases 6 years 7 years
Finance leases 17 years 17 years
Weighted-average discount rate:
Operating leases 5.5 % 4.7 %
Finance leases 2.7 % 2.7 %
104
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes the supplemental cash flow information for 2023 and 2022 (in millions):
Year Ended December 31, 2023 Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 57.0 $ 52.3
Operating cash flows from finance leases 0.1 0.2
Financing cash flows from finance leases 0.9 1.0
Leased assets obtained in exchange for lease obligations:
Operating leases $ 54.8 $ 65.5
Finance leases 1.1 0.4
105
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
24. REVENUE
Contract Liabilities
Contract liabilities relate to the following: (1) unrecognized revenues where payment of consideration precedes the Company’s performance with respect to extended warranty and maintenance contracts and where the performance obligation is satisfied over time, (2) unrecognized revenues where payment of consideration precedes the Company’s performance with respect to certain grain storage and protein production systems and where the performance obligation is satisfied over time and (3) unrecognized revenues where payment of consideration precedes the Company’s performance with respect to precision technology services and where the performance obligation is satisfied over time.
Significant changes in the balance of contract liabilities for the years ended December 31, 2023 and 2022 were as follows (in millions):
Year Ended December 31, 2023 Year Ended December 31, 2022
Balance at beginning of period $ 239.0 $ 226.2
Advance consideration received 228.8 193.8
Revenue recognized during the period for extended warranty contracts, maintenance services and technology services ( 110.6 ) ( 82.0 )
Revenue recognized during the period related to grain storage and protein production systems ( 53.7 ) ( 85.2 )
Foreign currency translation 7.2 ( 13.8 )
Balance as of December 31 $ 310.7 $ 239.0
The contract liabilities are classified as either "Accrued Expenses" or “Other current liabilities” and “Other noncurrent liabilities” in the Company’s Consolidated Balance Sheets. In 2023, the Company recognized approximately $ 132.2 million of revenue that was recorded as a contract liability at the beginning of 2023. In 2022, the Company recognized approximately $ 115.6 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 December 31, 2023 are $ 113.5 million in 2024, $ 91.6 million in 2025, $ 53.1 million in 2026, $ 26.4 million in 2027 and $ 9.4 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.
106
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Disaggregated Revenue
Net sales for the year ended December 31, 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 $ 2,961.5 $ — $ — $ — $ 2,961.5
Canada 637.9 — — — 637.9
Germany — — 1,749.5 — 1,749.5
France — — 1,494.3 — 1,494.3
United Kingdom and Ireland — — 703.1 — 703.1
Finland and Scandinavia — — 837.3 — 837.3
Italy — — 457.1 — 457.1
Other Europe — — 1,871.5 — 1,871.5
Brazil — 1,860.3 — — 1,860.3
Other South America — 358.1 — — 358.1
Middle East and Algeria — — 427.7 — 427.7
Africa — — — 144.3 144.3
Asia — — — 362.7 362.7
Australia and New Zealand — — — 378.0 378.0
Mexico, Central America and Caribbean 153.3 15.8 — — 169.1
$ 3,752.7 $ 2,234.2 $ 7,540.5 $ 885.0 $ 14,412.4
Major products:
Tractors $ 1,402.3 $ 1,288.4 $ 5,532.9 $ 487.4 $ 8,711.0
Replacement parts 421.0 167.5 1,124.7 102.8 1,816.0
Grain storage and protein production systems 614.5 155.9 155.3 136.9 1,062.6
Combines, application equipment and other machinery 1,314.9 622.4 727.6 157.9 2,822.8
$ 3,752.7 $ 2,234.2 $ 7,540.5 $ 885.0 $ 14,412.4
107
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Net sales for the year ended December 31, 2022 disaggregated by primary geographical markets and major products consisted of the following (in millions):
North
America South
America (1)
Europe/
Middle East Asia/
Pacific/Africa Consolidated (1)
Primary geographical markets:
United States $ 2,546.9 $ — $ — $ — $ 2,546.9
Canada 490.2 — — — 490.2
Germany — — 1,394.9 — 1,394.9
France — — 1,220.1 — 1,220.1
United Kingdom and Ireland — — 664.1 — 664.1
Finland and Scandinavia — — 838.8 — 838.8
Italy — — 421.7 — 421.7
Other Europe — — 1,691.5 — 1,691.5
Brazil — 1,748.8 — — 1,748.8
Other South America — 358.0 — — 358.0
Middle East and Algeria — — 216.2 — 216.2
Africa — — — 157.0 157.0
Asia — — — 384.2 384.2
Australia and New Zealand — — — 366.2 366.2
Mexico, Central America and Caribbean 138.0 14.9 — — 152.9
$ 3,175.1 $ 2,121.6 $ 6,447.3 $ 907.4 $ 12,651.4
Major products:
Tractors $ 1,191.1 $ 1,147.2 $ 4,607.2 $ 478.6 $ 7,424.1
Replacement parts 405.6 154.5 1,021.5 105.6 1,687.2
Grain storage and protein production systems 585.9 188.3 172.3 155.4 1,101.9
Combines, application equipment and other machinery 992.5 631.7 646.3 167.8 2,438.3
$ 3,175.1 $ 2,121.6 $ 6,447.3 $ 907.4 $ 12,651.4
___________________________________
(1) Rounding may impact the summation of amounts.
108
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Net sales for the year ended December 31, 2021 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 $ 2,116.2 $ — $ — $ — $ 2,116.2
Canada 436.7 — — — 436.7
Germany — — 1,332.0 — 1,332.0
France — — 1,129.1 — 1,129.1
United Kingdom and Ireland — — 635.3 — 635.3
Finland and Scandinavia — — 836.3 — 836.3
Italy — — 451.6 — 451.6
Other Europe — — 1,653.0 — 1,653.0
Brazil — 1,017.8 — — 1,017.8
Other South America — 277.0 — — 277.0
Middle East and Algeria — — 184.4 — 184.4
Africa — — — 152.3 152.3
Asia — — — 436.5 436.5
Australia and New Zealand — — — 360.9 360.9
Mexico, Central America and Caribbean 106.3 12.9 — — 119.2
$ 2,659.2 $ 1,307.7 $ 6,221.7 $ 949.7 $ 11,138.3
Major products:
Tractors $ 940.4 $ 664.6 $ 4,338.2 $ 443.7 $ 6,386.9
Replacement parts 379.1 131.8 1,070.5 106.5 1,687.9
Grain storage and protein production systems 534.9 140.1 174.0 227.1 1,076.1
Combines, application equipment and other machinery 804.8 371.2 639.0 172.4 1,987.4
$ 2,659.2 $ 1,307.7 $ 6,221.7 $ 949.7 $ 11,138.3
109
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
25. SEGMENT REPORTING
The Company has four operating segments which are also its reportable segments which consist of the North America, South America, Europe/Middle East and Asia/Pacific/Africa regions. The Company’s reportable segments are geography based and distribute a full range of agricultural machinery and precision agriculture technology. The Company evaluates segment performance primarily based on income from operations. Sales for each segment are based on the location of the third-party customer. The Company’s selling, general and administrative expenses and engineering expenses are charged to each segment based on the region and division where the expenses are incurred. As a result, the components of income from operations for one segment may not be comparable to another segment. Segment results for the years ended December 31, 2023, 2022 and 2021 based on the Company’s reportable segments are as follows (in millions):
Years Ended December 31, North America South America Europe/Middle East Asia/Pacific/Africa Total Segments
2023
Net sales $ 3,752.7 $ 2,234.2 $ 7,540.5 $ 885.0 $ 14,412.4
Income from operations 459.3 386.4 1,100.6 77.3 2,023.6
Depreciation 62.3 35.5 115.6 17.0 230.4
Assets 1,883.2 1,394.9 3,017.4 875.2 7,170.7
Capital expenditures 122.6 75.8 315.4 4.3 518.1
2022
Net sales $ 3,175.1 $ 2,121.6 $ 6,447.3 $ 907.4 $ 12,651.4
Income from operations 278.8 373.9 784.1 116.9 1,553.7
Depreciation 60.5 29.4 104.7 14.9 209.5
Assets 1,790.3 1,259.8 2,475.6 650.5 6,176.2
Capital expenditures 119.6 54.4 207.4 6.9 388.3
2021
Net sales $ 2,659.2 $ 1,307.7 $ 6,221.7 $ 949.7 $ 11,138.3
Income from operations 238.1 132.2 755.4 113.9 1,239.6
Depreciation 60.8 26.5 116.5 16.9 220.7
Assets 1,328.1 922.7 2,348.7 610.6 5,210.1
Capital expenditures 41.2 32.5 184.6 11.5 269.8
110
Table of Contents
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A reconciliation from the segment information to the consolidated balances for income from operations and total assets is set forth below (in millions):
2023 2022 2021
Segment income from operations $ 2,023.6 $ 1,553.7 $ 1,239.6
Corporate expenses ( 204.9 ) ( 153.4 ) ( 135.2 )
Amortization of intangibles ( 57.7 ) ( 60.1 ) ( 61.1 )
Stock compensation expense ( 44.6 ) ( 32.7 ) ( 26.6 )
Impairment charges ( 4.1 ) ( 36.0 ) —
Restructuring expenses ( 11.9 ) ( 6.1 ) ( 15.3 )
Consolidated income from operations $ 1,700.4 $ 1,265.4 $ 1,001.4
Segment assets $ 7,170.7 $ 6,176.2 $ 5,210.1
Cash and cash equivalents 595.5 789.5 889.1
Investments in affiliates 512.7 436.9 413.5
Deferred tax assets, other current and noncurrent assets 1,500.1 1,025.9 996.4
Intangible assets, net 308.8 364.4 392.2
Goodwill 1,333.4 1,310.8 1,280.8
Consolidated total assets $ 11,421.2 $ 10,103.7 $ 9,182.1
Property, plant and equipment, right-of-use lease assets and amortizable intangible assets by country as of December 31, 2023 and 2022 was as follows (in millions):
2023 2022
United States $ 587.3 $ 571.0
Germany 587.7 475.8
Brazil 271.2 206.0
Finland 232.3 192.6
France 143.2 125.8
Italy 109.4 102.7
China 68.8 77.5
Denmark 66.2 71.4
Other 253.9 211.9
$ 2,320.0 $ 2,034.7
111
Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.