What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-05-01 · 173 added, 108 removed, 240 unchanged (54% of the section changed)

8 unchanged sentences

The recent announcements of significant trade policy and tariff actions by the U.S.

government, including but not limited to tariffs on imported steel and aluminum products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, and baseline tariffs on most imports from most other countries, are creating significant uncertainty and potential risks for our business.

government, including but not limited to tariffs on imported steel and aluminum products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, announced trade deal between the United States and European Union of baseline tariffs on certain imports from the European Union, and baseline tariffs on most imports from most other countries, are creating significant uncertainty and potential risks for our business.

These announcements in some cases were followed by delays and changes in implementation, and the ultimate tariff structures are unclear at the current time.

Depending upon which countries are impacted, increases in tariffs can increase both the costs of the inputs that we use in manufacturing products and increase the after-tariff sales prices of the products that we sell.

The impacts of the tariffs may be mitigated as a majority of our sales and manufacturing takes place outside the United States.

The impacts of the tariffs may be partially mitigated as a majority of our sales and manufacturing takes place outside the United States.

Additionally, these tariffs will increase the cost of certain raw materials and components, impacting our cost of goods sold.

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Financial Highlights

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

Three Months Ended March 31,

The following tables set forth the percentage relationship to net sales of certain items included in our Condensed Consolidated Statements of Operations (in millions, except percentages):

Three Months Ended June 30,

$ % of Net Sales (1)

9 unchanged sentences

15.6 0.6 30.2 0.9

Income from operations

Loss on sale of business

12.3 0.5 494.6 15.2

Income (loss) from operations

164.0 6.2 (241.7) (7.4)

Interest expense, net 17.8 0.7 29.9 0.9

2 unchanged sentences

97.3 3.7 (336.9) (10.4)

Income tax provision 2.0 0.1 69.1 2.4

Income tax provision (benefit)

(205.5) (7.8) 41.6 1.3

Income (loss) before equity in net earnings of affiliates

1 unchanged sentence

Equity in net earnings of affiliates 11.6 0.4 9.6 0.3

Net income 8.7 0.4 168.0 5.7

Net income (loss)

314.4 11.9 (368.9) (11.4)

Net loss attributable to noncontrolling interests

Net income attributable to AGCO Corporation

0.4 — 1.8 0.1

Net income (loss) attributable to AGCO Corporation

$ 314.8 11.9 % $ (367.1) (11.3) %

___________________________________

(1) Rounding may impact summation of amounts.

Net income attributable to AGCO Corporation for the three months ended March 31, 2025, was $10.5 million, or $0.14 per diluted share, compared to $168.0 million or $2.25 per diluted share, for the three months ended March 31, 2024.

Net sales during the three months ended March 31, 2025 were approximately $2,050.5 million, or 30.0% lower than the three months ended March 31, 2024, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand and the divestiture of the majority of the Company's G&P business on November 1, 2024 and unfavorable currency impacts, partially offset by a favorable impact from the PTx Trimble joint venture.

Income from operations was $49.4 million for the three months ended March 31, 2025 compared to $273.6 million in the three months ended March 31, 2024.

The decrease in income from operations during 2025 was primarily the result of lower sales and production volumes reflecting weak industry conditions and increases in restructuring and business optimization expenses, partially offset by decreases in engineering expenses and selling, general and administrative expenses (“SG&A expenses”) primarily related to lower compensation costs.

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

We estimate that worldwide average price increases (decreases) were approximately (0.1)% and 1.1% for the three months ended March 31, 2025 and 2024, respectively.

Consolidated net sales of tractors and combines, which comprised approximately 63.7% of our net sales for the three months ended March 31, 2025, decreased approximately 30.2% compared to the same period in 2024.

Unit sales of tractors and combines decreased approximately 20.5% during the three months ended March 31, 2025 compared to the same period in 2024.

Six Months Ended June 30,

$ % of Net Sales (1)

Net sales $ 4,685.5 100.0 % $ 6,175.3 100.0 %

Cost of goods sold 3,506.3 74.8 4,568.0 74.0

Gross profit 1,179.2 25.2 1,607.3 26.0

Selling, general and administrative expenses 652.2 13.9 730.2 11.8

Engineering expenses 233.8 5.0 268.7 4.4

Amortization of intangibles 31.0 0.7 45.6 0.7

Impairment charges 7.9 0.2 5.1 0.1

Restructuring and business optimization expenses 28.6 0.6 31.2 0.5

Loss on sale of business

12.3 0.3 494.6 8.0

Income from operations 213.4 4.6 31.9 0.5

Interest expense, net 36.3 0.8 31.8 0.5

Other expense, net 81.2 1.7 116.1 1.9

Income (loss) before income taxes and equity in net earnings of affiliates 95.9 2.0 (116.0) (1.9)

Income tax provision (benefit)

(203.5) (4.3) 110.7 1.8

Income (loss) before equity in net earnings of affiliates 299.4 6.4 (226.7) (3.7)

Equity in net earnings of affiliates 23.7 0.5 25.8 0.4

Net income (loss) 323.1 6.9 (200.9) (3.3)

Net loss attributable to noncontrolling interests 2.2 — 1.8 —

Net income (loss) attributable to AGCO Corporation

$ 325.3 6.9 % $ (199.1) (3.2) %

___________________________________

(1) Rounding may impact summation of amounts.

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

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

Net sales during the three months ended June 30, 2025 were approximately $2,635.0 million, or 18.8% lower than the three months ended June 30, 2024, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand and the divestiture of the majority of the Company's G&P business on November 1, 2024, partially offset by favorable currency impacts.

Income (loss) from operations was $164.0 million for the three months ended June 30, 2025 compared to $(241.7) million in the three months ended June 30, 2024.

The increase in income from operations during 2025 was primarily the result of decreases in engineering expenses, restructuring and business optimization expenses and selling, general and administrative expenses (“SG&A expenses”) primarily related to lower compensation and transaction costs, partially offset by lower sales and production volumes reflecting weak industry conditions and higher warranty costs.

Additionally, as of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of $494.6 million during the three months ended June 30, 2024.

Net sales during the six months ended June 30, 2025 were approximately $4,685.5 million, or 24.1% lower than the six months ended June 30, 2024, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand and the divestiture of the majority of the Company's G&P business on November 1, 2024, partially offset by favorable currency impacts.

Income from operations was $213.4 million for the six months ended June 30, 2025 compared to $31.9 million in the six months ended June 30, 2024.

The increase in income from operations during 2025 was primarily the result of decreases in engineering expenses and SG&A expenses primarily related to lower compensation and transaction costs,

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

partially offset by lower sales and production volumes reflecting weak industry conditions.

Additionally, as of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of $494.6 million during the six months ended June 30, 2024.

We estimate that worldwide average price increases (decreases) were approximately 0.1% and (1.9)% for the three months ended June 30, 2025 and 2024, respectively, and 0.0% and (0.6)% for the six months ended June 30, 2025 and 2024, respectively.

Consolidated net sales of tractors and combines, which comprised approximately 68.0% and 66.1% of our net sales for the three and six months ended June 30, 2025, decreased approximately 10.3% and 19.9% compared to the same periods in 2024.

Unit sales of tractors and combines decreased approximately 7.2% and 12.2% during the three and six months ended June 30, 2025 compared to the same periods in 2024.

The primary driver of the decrease in unit sales was lower sales of tractors and combines.

The difference between the unit sales change and the change in net sales was primarily the result of sales mix changes and foreign currency translation.

Overall, global production hours, excluding hours related to the Company's G&P business which was divested on November 1, 2024, decreased approximately 32.8% during the three months ended March 31, 2025 compared to the same period in 2024, reflecting our response to lower end market demand.

The difference between the unit sales change and the change in net sales was primarily the result of sales mix changes.

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

Results of Operations

Gross profit as a percentage of net sales decreased during the three months ended March 31, 2025 compared to the same period in 2024, primarily due to lower production volumes.

SG&A expenses as a percentage of net sales, were higher during the three months ended March 31, 2025 compared to the same period in 2024 as net sales decreased at a faster rate than SG&A expenses.

The absolute level of SG&A expenses decreased during the three months ended March 31, 2025 due to lower compensation costs.

We recorded $7.1 million of stock compensation expense within SG&A expenses during the three months ended March 31, 2025, compared to $8.0 million during the same period in 2024.

Engineering expenses as a percentage of net sales, were higher during the three months ended March 31, 2025 compared to the same period in 2024 as net sales decreased at a faster rate than engineering expenses.

The absolute value of engineering expenses decreased during the three months ended March 31, 2025 primarily due to lower investment, partially offset by increased engineering expenses related to the PTx Trimble joint venture.

We recorded impairment charges of $1.1 million during the three months ended March 31, 2025, related to the impairment of certain other assets.

There were no impairment charges recorded during the three months ended March 31, 2024.

We recorded restructuring and business optimization expenses of $13.0 million during the three months ended March 31, 2025, compared to $1.0 million, during the same period in 2024.

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

SG&A expenses, as a percentage of net sales, were higher during the three and six months ended June 30, 2025 compared to the same periods in 2024 as net sales decreased at a faster rate than SG&A expenses.

The absolute level of SG&A expenses decreased during the three and six months ended June 30, 2025 due to lower compensation costs and lower transaction costs related to the divestiture of the majority of the Company's G&P business and the PTx Trimble joint venture transaction.

We recorded $10.3 million and $17.4 million of stock compensation expense within SG&A expenses during the three and six months ended June 30, 2025, respectively, compared to $7.4 million and $15.4 million during the same periods in 2024.

Engineering expenses, as a percentage of net sales, were higher during the three and six months ended June 30, 2025 compared to the same periods in 2024 as net sales decreased at a faster rate than engineering expenses.

The absolute value of engineering expenses decreased during the three and six months ended June 30, 2025 primarily due to lower investment, partially offset by increased engineering expenses related to the PTx Trimble joint venture.

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

We recorded restructuring and business optimization expenses of $15.6 million and $28.6 million during the three and six months ended June 30, 2025, respectively, compared to $30.2 million and $31.2 million during the same periods in 2024.

The Company is focused on operational efficiencies to build a more resilient business.

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The Company incurred the majority of charges in 2024 and expects to incur the remaining charges in 2025.

The restructuring expenses recorded during the three months ended March 31, 2025 and 2024 primarily related to severance, business optimization and other related costs associated with the Company's Program and rationalization of certain manufacturing facilities and administrative offices.

Refer to Note 10 to our Condensed Consolidated Financial Statements for further information.

Interest expense, net was $18.5 million for the three months ended March 31, 2025, compared to $1.9 million for the comparable period in 2024, resulting primarily from an increase in interest expense resulting from the increased debt levels related to financing the PTx Trimble joint venture transaction and lower interest income.

Refer to “Liquidity and Capital Resources” for further information on our available funding.

The restructuring expenses recorded during the three and six months ended June 30, 2025 and 2024 primarily related to severance, business optimization and other related costs associated with the Company's Program.

Refer to Note 10 of our Condensed Consolidated Financial Statements for further information.

We recorded a loss on sale of business of $12.3 million during the three and six months ended June 30, 2025 related to the finalization of the preliminary working capital and other adjustments related to the sale of the majority of the Company's G&P business.

As of June 30, 2024, the Company classified its G&P business as held for sale and recorded a loss of

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

Other expense, net was $32.3 million for the three months ended March 31, 2025, compared to $50.8 million for the comparable period in 2024.

The decrease was primarily driven by a decrease in foreign currency exchange losses which were approximately $13.6 million, for the three months ended March 31, 2025, compared to $23.0 million, for the comparable period in 2024.

Losses on sales of receivables, primarily related to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and Brazil and included in “Other expense, net,” were approximately $18.9 million, for the three months ended March 31, 2025, compared to $27.9 million for the comparable period in 2024.

During the three months ended March 31, 2024, the Company recorded the final business interruption insurance recovery related to the 2022 cyber attack of $5.0 million.

We recorded an income tax provision of $2.0 million for the three months ended March 31, 2025 compared to $69.1 million for the three months ended March 31, 2024.

$494.6 million during the three and six months ended June 30, 2024.

Refer to Note 3 of our Condensed Consolidated Financial Statements for further information.

Interest expense, net was $17.8 million for the three months ended June 30, 2025, compared to $29.9 million for the comparable period in 2024, resulting primarily from a decrease in interest expense resulting from the Company's repayment of the Term Loan Facility on November 1, 2024.

Interest expense, net was $36.3 million for the six months ended June 30, 2025, compared to $31.8 million for the comparable period in 2024, resulting primarily from lower interest income.

Refer to “Liquidity and Capital Resources” for further information on our available funding.

Other expense, net was $48.9 million and $81.2 million for the three and six months ended June 30, 2025, respectively, compared to $65.3 million and $116.1 million for the comparable periods in 2024.

The decreases were driven by a decrease in foreign currency exchange losses which were approximately $28.6 million and $42.2 million, respectively, for the three and six months ended June 30, 2025, compared to $26.7 million and $49.6 million for the comparable periods in 2024.

Losses on sales of receivables, primarily related to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and Brazil and included in “Other expense, net,” were approximately $19.8 million and $38.7 million, respectively, for the three and six months ended June 30, 2025, compared to $35.9 million and $63.8 million for the comparable periods in 2024.

During the six months ended June 30, 2024, the Company recorded the final business interruption insurance recovery related to the 2022 cyber attack of $5.0 million.

We recorded an income tax provision (benefit) of $(205.5) million and $(203.5) million for the three and six months ended June 30, 2025, respectively, compared to $41.6 million and $110.7 million for the three and six months ended June 30, 2024.

Our effective tax rate varies from period to period due to the mix of taxable income and losses in the various tax jurisdictions in which we operate.

Equity in net earnings of affiliates, which is primarily comprised of income from our AGCO Finance joint ventures, was $12.1 million for the three months ended March 31, 2025 compared to $16.2 million for the three months ended March 31, 2024.

The increase was primarily due to lower earnings in our finance joint ventures.

The Company recorded a net loss attributable to noncontrolling interests of $1.8 million during the three months ended March 31, 2025.

During the three and six months ended June 30, 2025, the Company’s income tax provision included a net tax benefit of $255.2 million related to a legal entity reorganization.

Based on a favorable tax ruling in Brazil regarding the taxability of certain state value added tax incentive benefits, the Company recorded a $31.7 million reduction in the provision for income taxes during the three and six months ended June 30, 2024.

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

The Company recorded a net loss attributable to noncontrolling interests of $0.4 million and $2.2 million during the three and six months ended June 30, 2025, respectively, compared to $1.8 million recorded during the three and six months ended June 30, 2024.

The net loss primarily relates to the noncontrolling interests of the PTx Trimble joint venture held by Trimble, which owns a 15% interest in the joint venture.

The Company had no net loss attributable to noncontrolling interests recorded for the three months ended March 31, 2024.

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

Results of Operations - Segment Information

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As a result, the components of income (loss) from operations for one segment may not be comparable to another segment.

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

Three Months Ended June 30, Change Change Due to Currency Translation

2025 2024 $ % $ %

Europe/Middle East $ 1,774.9 $ 1,869.5 $ (94.6) (5.1) % $ 113.9 6.1 %

North America 420.9 627.2 (206.3) (32.9) % (4.4) (0.7) %

South America 303.4 315.9 (12.5) (4.0) % 2.2 0.7 %

Asia/Pacific/Africa 135.8 143.5 (7.7) (5.4) % 0.7 0.5 %

Total Segments

2,635.0 2,956.1 (321.1) (10.9) % 112.4 3.8 %

— 290.5 (290.5) (100.0) % — — %

$ 2,635.0 $ 3,246.6 $ (611.6) (18.8) % $ 112.4 3.5 %

__________________________________

(1) “Other” represents the results for the three months ended June 30, 2024 for the majority of the Company’s Grain & Protein (“G&P”) business which was divested on November 1, 2024.

The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.

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

The following table sets forth, for the three months ended March 31, 2025, the impact to net sales of currency translation by geographical segment (in millions, except percentages):

Three Months Ended March 31, Change Change Due to Currency Translation

Six Months Ended June 30, Change Change Due to Currency Translation

2025 2024 $ % $ %

8 unchanged sentences

__________________________________

(1) “Other” represents the results for the three months ended March 31, 2024 for the majority of the Company’s Grain & Protein business which was divested on November 1, 2024.

(1) “Other” represents the results for the six months ended June 30, 2024 for the majority of the Company’s G&P business which was divested on November 1, 2024.

The results of the G&P business through the date of the divestiture were previously included within our North America, South America, Europe/Middle East and Asia/Pacific/Africa segments.

Three Months Ended

Change Six Months Ended

2025 2024 $ 2025 2024 $

$ 1,774.9 $ 1,869.5 $ (94.6) $ 3,105.4 $ 3,576.4 $ (471.0)

Income from operations

261.3 295.6 (34.3) 415.7 590.7 (175.0)

Net sales in EME decreased in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to sales volume declines, most significantly in high-horsepower and mid-range tractors and hay tools, and unfavorable foreign currency translation.

Income from operations decreased by $140.7 million in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 as a result of lower sales and production volumes.

Net sales in EME decreased in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors and combines, partially offset by favorable foreign currency translation.

Income from operations decreased by $34.3 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as a result of lower sales and production volumes and higher warranty costs.

Net sales in EME decreased in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower and mid-range tractors and combines, partially offset by favorable foreign currency translation.

Income from operations decreased by $175.0 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as a result of lower sales and production volumes and higher warranty costs.

North America

Three Months Ended

March 31, Change

Change Six Months Ended

2025 2024 $ 2025 2024 $

$ 420.9 $ 627.2 $ (206.3) $ 816.5 $ 1,228.3 $ (411.8)

Income (loss) from operations

(22.1) 36.2 (58.3) (41.9) 64.6 (106.5)

Net sales in North America decreased in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors, sprayers and combines.

Income (loss) from operations decreased by $48.2 million in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 as a result of lower sales and production volumes.

Net sales in North America decreased in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors, sprayers and hay tools.

Income (loss) from operations decreased by $58.3 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as a result of lower sales and production volumes.

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

Net sales in North America decreased in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to sales volume declines, most significantly in high-horsepower tractors, sprayers and hay tools.

Income (loss) from operations decreased by $106.5 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as a result of lower sales and production volumes.

South America

Three Months Ended

March 31, Change

Change Six Months Ended

2025 2024 $ 2025 2024 $

$ 303.4 $ 315.9 $ (12.5) $ 533.3 $ 588.9 $ (55.6)

Income from operations

23.8 6.4 17.4 25.9 18.4 7.5

Net sales decreased in South America in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to sales volume declines, most significantly in tractors and implements, and unfavorable foreign currency translation.

Income from operations decreased $9.9 million in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as a result of lower sales and production volumes and negative pricing impacts.

Net sales decreased in South America in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to sales declines, most significantly in tractors, sprayers and implements, and negative pricing impacts.

Income from operations increased $17.4 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, as a result of improved product mix and lower manufacturing costs, partially offset by negative pricing impacts.

Net sales decreased in South America in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to sales declines, most significantly in tractors and implements, negative pricing impacts and unfavorable foreign currency translation.

Income from operations increased $7.5 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, as a result of improved product mix and lower manufacturing costs, partially offset by negative pricing impacts.

Three Months Ended

March 31, Change

Change Six Months Ended

2025 2024 $ 2025 2024 $

Income (loss) from operations

Net sales $ 135.8 $ 143.5 $ (7.7) $ 230.3 $ 291.1 $ (60.8)

Income from operations

9.4 10.4 (1.0) 6.7 19.5 (12.8)

Net sales decreased in APA in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to lower sales volume declines, most significantly in high horse power tractors and sprayers.

Income from operations decreased $11.8 million in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to lower sales and production volumes.

Net sales decreased in APA in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to sales volume declines, most significantly in hay tools and sprayers.

Income from operations decreased $1.0 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to lower sales and production volumes.

Net sales decreased in APA in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to sales volume declines, most significantly in high horse power tractors and sprayers.

Income from operations decreased $12.8 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to lower sales and production volumes.

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

LIQUIDITY AND CAPITAL RESOURCES

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We believe that the borrowings and facilities listed below, together with available cash and internally generated funds, and assuming customary renewals and replacements, will be sufficient to support our working capital, capital expenditures and debt service requirements for the foreseeable future (in millions):

March 31, 2025 (1)

June 30, 2025 (1)

Credit facility, expires 2027 $ 375.0

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The Company has a credit facility providing for a $1.25 billion multi-currency unsecured revolving credit facility (“Credit Facility”) that matures on December 19, 2027.

As of March 31, 2025, the Company had $476.2 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $773.8 million.

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

In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €100.0 million (or approximately $108.1 million as of March 31, 2025).

In May 2025, the Company amended the Credit Facility with respect to the net leverage ratio financial covenant requirements for the remainder of 2025 and in the event of a future material acquisition.

As of June 30, 2025, the Company had $375.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $875.0 million.

In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €200.0 million (or approximately $234.3 million as of June 30, 2025).

The credit facility expires on December 31, 2026.

As of March 31, 2025, the Company had no outstanding borrowings under the revolving credit facility.

The Company had redeemable noncontrolling interests of $299.8 million as of March 31, 2025 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain instances, beginning in 2027.

As of June 30, 2025, the Company had no outstanding borrowings under the revolving credit facility.

The Company had redeemable noncontrolling interests of $304.3 million as of June 30, 2025 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain instances, beginning in 2027.

Refer to Note 2 of our Condensed Consolidated Financial Statements for further information.

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Should we ever encounter difficulties, our historical relationship with our lenders has been strong, and we anticipate their continued long-term support of our business.

Our debt to capitalization ratio, which is total indebtedness divided by the sum of total indebtedness, excluding short-term borrowings due within one year, and stockholders’ equity, was 42.6% and 40.6% at March 31, 2025 and December 31, 2024, respectively.

Our debt to capitalization ratio, which is total indebtedness divided by the sum of total indebtedness, excluding short-term borrowings due within one year, and stockholders’ equity, was 40.4% and 40.6% at June 30, 2025 and December 31, 2024, respectively.

Supplemental Guarantor Financial Information

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The following tables present summarized financial information of AGCO Corporation, as the issuer of the 2027 Notes and the 2034 Notes, and the Guarantors on a combined basis after elimination of intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary.

As used herein, “obligor group” means AGCO Corporation, as the issuer of the debt securities, and the Guarantors on a combined basis.

The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the obligor group and is not intended to present the financial position or results of operations of the obligor group in accordance with generally accepted accounting principles as such principles are in effect in the United States.

As used herein, “obligor

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

group” means AGCO Corporation, as the issuer of the debt securities, and the Guarantors on a combined basis.

Balance Sheet Information

(in millions) As of March 31, 2025 As of December 31, 2024

(in millions) As of June 30, 2025 As of December 31, 2024

Current assets (a)

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(a) Includes amounts due from non-guarantor subsidiaries of $1,973.5 million and $2,189.6 million as of March 31, 2025 and December 31, 2024, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $94.6 million and $729.0 million as of March 31, 2025 and December 31, 2024, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,267.2 million and $1,972.8 million as of March 31, 2025 and December 31, 2024, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,452.2 million and $1,706.5 million as of March 31, 2025 and December 31, 2024, respectively.

(a) Includes amounts due from non-guarantor subsidiaries of $2,649.5 million and $2,189.6 million as of June 30, 2025 and December 31, 2024, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $107.1 million and $729.0 million as of June 30, 2025 and December 31, 2024, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $2,185.8 million and $1,972.8 million as of June 30, 2025 and December 31, 2024, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,561.3 million and $1,706.5 million as of June 30, 2025 and December 31, 2024, respectively.

Statement of Operations Information

(in millions) Three Months Ended March 31, 2025

(in millions) Six Months Ended June 30, 2025

Income from Operations 154.7

Net loss attributable to obligor group

Net income attributable to obligor group

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Balance Sheet Information

(in millions) As of March 31, 2025 As of December 31, 2024

(in millions) As of June 30, 2025 As of December 31, 2024

Current assets (a)

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(a) Includes amounts due from non-guarantor subsidiaries of $1,554.6 million and $1,895.5 million as of March 31, 2025 and December 31, 2024, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $94.6 million and $729.0 million as of March 31, 2025 and December 31, 2024, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $1,170.6 million and $1,863.9 million as of March 31, 2025 and December 31, 2024, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,452.2 million and $1,706.5 million as of March 31, 2025 and December 31, 2024, respectively.

(a) Includes amounts due from non-guarantor subsidiaries of $2,313.2 million and $1,895.5 million as of June 30, 2025 and December 31, 2024, respectively.

(b) Includes amounts due from non-guarantor subsidiaries of $102.5 million and $729.0 million as of June 30, 2025 and December 31, 2024, respectively.

(c) Includes amounts due to non-guarantor subsidiaries of $2,066.0 million and $1,863.9 million as of June 30, 2025 and December 31, 2024, respectively.

(d) Includes amounts due to non-guarantor subsidiaries of $1,561.3 million and $1,706.5 million as of June 30, 2025 and December 31, 2024, respectively.

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

Statement of Operations Information

(in millions) Three Months Ended March 31, 2025

(in millions) Six Months Ended June 30, 2025

Income from Operations 352.8

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These agreements are accounted for as off-balance sheet transactions.

The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of March 31, 2025 and December 31, 2024 was approximately $2.1 billion and $2.3 billion, respectively.

The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of June 30, 2025 and December 31, 2024 was approximately $2.0 billion and $2.3 billion, respectively.

In addition, we sell certain trade receivables under factoring arrangements to other financial institutions around the world.

The cash received from trade receivables sold under factoring arrangements that remain outstanding as of March 31, 2025 and December 31, 2024 was approximately $210.1 million and $220.5 million, respectively.

The cash received from trade receivables sold under factoring arrangements that remain outstanding as of June 30, 2025 and December 31, 2024 was approximately $254.2 million and $220.5 million, respectively.

In order to efficiently manage our liquidity, we generally pay vendors in accordance with negotiated terms.

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Should we not be able to negotiate extended payment terms with our vendors, or should financial institutions no longer be willing to participate in early payment programs with us, we would expect to have sufficient liquidity to timely pay our vendors without any material impact on us or our financial position.

As of March 31, 2025 and December 31, 2024, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $37.0 million and $50.6 million, respectively.

As of June 30, 2025 and December 31, 2024, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $40.1 million and $50.6 million, respectively.

Refer to Note 8 of our Condensed Consolidated Financial Statements for further discussion.

Cash flows used in operating activities were approximately $212.2 million for the first three months of 2025 compared to cash flows used in operating activities of approximately $370.0 million for the same period in 2024.

The decrease of cash used in operating activities during the three months ended March 31, 2025 was driven by changes in working capital primarily related to a decrease in inventories.

Cash flows provided by operating activities were approximately $153.5 million for the first six months of 2025 compared to cash flows used in operating activities of approximately $134.5 million for the same period in 2024.

Cash provided by operating activities during the six months ended June 30, 2025 was driven by changes in working capital primarily related to a decrease in inventories and accounts and notes receivable, net.

Our working capital requirements are seasonal, with investments in working capital typically building in the first half of the year and then reducing in the second half of the year.

We had approximately $1,828.3 million in working capital at March 31, 2025 as compared to $1,312.0 million at December 31, 2024.

Inventories as of March 31, 2025 were approximately $2,958.0 million as compared to $2,731.3 million at December 31, 2024.

Accounts and notes receivable, net, as of March 31, 2025 were approximately $32.1 million lower than at December 31, 2024 primarily due to timing of sales of accounts receivable under our factoring arrangements.

Accounts payable and Accrued expenses as of March 31, 2025 were approximately $126.1 million lower than at December 31, 2024.

Capital expenditures for the first three months of 2025 were approximately $48.2 million compared to $95.0 million for the same period in 2024.

We had approximately $1,824.8 million in working capital at June 30, 2025 as compared to $1,312.0 million at December 31, 2024.

Inventories as of June 30, 2025 were approximately $3,096.4 million as compared to $2,731.3 million at December 31, 2024.

Accounts and notes receivable, net, as of June 30, 2025 were approximately $61.7 million lower than at December 31, 2024 primarily due to timing of sales of accounts receivable under our factoring arrangements.

Accounts payable and Accrued expenses as of June 30, 2025 were approximately $186.4 million higher than at December 31, 2024.

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

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

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All shares received under the ASR agreement were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets.

As of March 31, 2025, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $35.0 million, which has no expiration date.

We did not purchase any shares directly or enter into any accelerated share repurchase agreements during the three months ended March 31, 2025.

During the three months ended March 31, 2025 and 2024, the Company declared and paid cash dividends of $0.29 and $0.29 per common share, respectively.

On April 24, 2025, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per common share to be paid on June 16, 2025, to all stockholders of record as of the close of business on May 15, 2025.

As of June 30, 2025, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $35.0 million, which has no expiration date.

We did not purchase any shares directly or enter into any accelerated share repurchase agreements during the three and six months ended June 30, 2025.

On July 9, 2025, the Company's Board of Directors authorized a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of the Company's common stock, which has no expiration date.

During the three months ended June 30, 2025 and 2024, the Company declared and paid cash dividends of $0.29 and $2.79 per common share, respectively.

During the six months ended June 30, 2025 and 2024, the Company declared and paid cash dividends of $0.58 and $3.08 per common share, respectively.

The Company paid a special variable dividend of $2.50 per common share during the second quarter of 2024.

On July 9, 2025, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per common share to be paid on September 15, 2025, to all stockholders of record as of the close of business on August 15, 2025.

COMMITMENTS, OFF-BALANCE SHEET ARRANGEMENTS AND CONTINGENCIES

We are party to a number of commitments and other financial arrangements, which may include off-balance sheet arrangements.

At March 31, 2025, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $64.2 million.

At June 30, 2025, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $67.4 million.

In addition, we had accrued approximately $13.5 million of outstanding guarantees of residual values that may be owed to our finance joint ventures in the United States and Canada due upon expiration of certain eligible operating leases between the finance joint ventures and end users.

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Our finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers.

As of March 31, 2025 and December 31, 2024, these finance joint ventures had approximately $115.8 million and $139.2 million, respectively, of outstanding accounts receivable associated with these arrangements.

The total finance portfolio in our finance joint ventures was approximately $14.2 billion and $14.5 billion as of March 31, 2025 and December 31, 2024, respectively.

The total finance portfolio as of March 31, 2025 and December 31, 2024 included approximately $11.7 billion and $11.3 billion, respectively, of retail receivables and $2.5 billion and $3.2 billion, respectively, of wholesale receivables from AGCO dealers.

As of June 30, 2025 and December 31, 2024, these finance joint ventures had approximately $94.3 million and $139.2 million, respectively, of outstanding accounts receivable associated with these arrangements.

The total finance portfolio in our finance joint ventures was approximately $15.0 billion and $14.5 billion as of June 30, 2025 and December 31, 2024, respectively.

The total finance portfolio as of June 30, 2025 and December 31, 2024 included approximately $12.5 billion and $11.3 billion, respectively, of retail receivables and $2.5 billion and $3.2 billion, respectively, of wholesale receivables from AGCO dealers.

Contingencies

During 2017, the Company purchased Precision Planting, which provides precision agricultural technology solutions.

In 2018, Deere & Company (“Deere”) filed separate complaints in the U.S.

District Court of Delaware against the Company and Precision Planting alleging that certain products of those entities infringed certain patents of Deere.

The two complaints subsequently were consolidated into a single case, Case No.

1:18-cv-00827-CFC.

In July 2022, the case was tried before a jury, which determined that the Company and Precision Planting had not infringed the Deere patents.

Following customary post-trial procedures, the Court entered a judgment in the Company’s favor, and Deere appealed the judgment to the U.S.

Court of Appeals for the Federal Circuit.

On January 24, 2025, the Court ruled in favor of the Company and Precision Planting.

Deere did not file for a writ of certiorari from the U.S.

Supreme Court within the required time period, and, as a result, the District Court judgement is final.

We are party to various claims and lawsuits arising in the normal course of business.

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Global industry demand for farm equipment, driven by farm income, is expected to be moderately lower during 2025 in most major markets compared to 2024.

Our net sales are expected to moderately decrease in 2025 compared to 2024, resulting from lower sales volumes as well as unfavorable currency translation partially offset by pricing and sales mix.

Our net sales are expected to moderately decrease in 2025 compared to 2024, resulting from lower sales volumes partially offset by pricing, favorable currency translation and sales mix.

Operating margins will reflect the impact of lower net sales, lower production volumes, partially offset by increased cost controls and flat engineering expenses.

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The recent announcements of significant trade policy and tariff actions by the U.S.

government, including but not limited to tariffs on imported steel and aluminum products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, announced trade deal between the United States and European Union of baseline tariffs on certain imports from the European Union, and baseline tariffs on most imports from most other countries, are creating significant uncertainty and potential risks for our business.

These announcements in some cases were followed by delays and changes in implementation, and the ultimate tariff structures are unclear at the current time.

The impacts of the tariffs may be mitigated as a majority of our sales and manufacturing takes place outside the United States.

The impacts of the tariffs may be partially mitigated as a majority of our sales and manufacturing takes place outside the United States.

Additionally, these tariffs will increase the cost of certain raw materials and components, impacting our cost of goods sold.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis