AGCO CORP DE

Previous wording

Our operations are subject to the cyclical and seasonal nature of the agricultural industry. Sales of our equipment are affected by, among other things, changes in farm income, farm land values and debt levels, financing costs, acreage planted, crop yields, weather conditions, the demand for agricultural commodities, commodity and protein prices, agricultural product demand and general economic conditions and government policies and subsidies. We sell our equipment, precision agriculture technology and replacement parts to our independent dealers, distributors and other customers. A large majority of our sales are to independent dealers and distributors that sell our products to end users. To the extent practicable, we attempt to sell products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal demands on our manufacturing operations and to minimize our investment in inventories. However, retail sales by dealers to farmers are highly seasonal and are a function of the timing of the planting and harvesting seasons. In certain markets, particularly in North America, there is often a time lag, which varies based on the timing and level of retail demand, between our sale of the equipment to the dealer and the dealer’s sale to a retail customer.

Current wording

Our operations are subject to the cyclical and seasonal nature of the agricultural industry. Sales of our equipment are affected by, among other things, changes in farm income, farm land values and debt levels, financing costs, acreage planted, crop yields, weather conditions, the demand for agricultural commodities, commodity and protein prices, agricultural product demand and general economic conditions and government policies, tariffs and subsidies. We sell our equipment, precision agriculture technology and replacement parts to our independent dealers, distributors and other customers. A large majority of our sales are to independent dealers and distributors that sell our products to end users. To the extent practicable, we attempt to sell products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal demands on our manufacturing operations and to minimize our investment in inventories. However, retail sales by dealers to farmers are highly seasonal and are a function of the timing of the planting and harvesting seasons. In certain markets, particularly in North America, there is often a time lag, which varies based on the timing and level of retail demand, between our sale of the equipment to the dealer and the dealer’s sale to a retail customer.

Previous wording

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

Current wording

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

Previous wording

Net income attributable to AGCO Corporation and subsidiaries for the three months ended September 30, 2024, was $30.0 million, or $0.40 per diluted share, compared to $280.6 million or $3.74 per diluted share, for the three months ended September 30, 2023. Net income (loss) attributable to AGCO Corporation and subsidiaries for the nine months ended September 30, 2024, was $(169.1) million, or $(2.27) per diluted share, compared to $832.4 million or $11.10 per diluted share, for the nine months ended September 30, 2023.

Current wording

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.

Previous wording

Net sales during the nine months ended September 30, 2024 were approximately $8,774.6 million, or 17.3% lower than the nine months ended September 30, 2023, primarily due to lower sales volumes resulting from softer industry sales reflecting lower end market demand and unfavorable currency impacts. Income from operations was $146.7 million for the nine months ended September 30, 2024 compared to $1,307.3 million in the nine months ended September 30, 2023. The decrease in income from operations during 2024 was primarily the result of lower sales and production volumes, the recognition of the estimated loss on the G&P business held for sale as well as restructuring and business optimization expenses and higher selling, general and administrative expenses ("SG&A expenses"), primarily related to transaction costs related to the close of the PTx Trimble joint venture transaction and the G&P divestiture transaction and higher compensation costs.

Current wording

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.

Previous wording

We estimate that worldwide average price increases (decreases) were approximately (1.2)% and 9.9% for the three months ended September 30, 2024 and 2023, respectively, and (0.8)% and 11.9% for the nine months ended September 30, 2024 and 2023, respectively. Consolidated net sales of tractors and combines, which comprised approximately 57.6% and 61.2% of our net sales for the three and nine months ended September 30, 2024, decreased approximately 31.5% and 19.6% compared to the same periods in 2023. Unit sales of tractors and combines decreased approximately 29.4% and 23.5% during the three and nine months ended September 30, 2024 compared to the same periods in 2023. The primary driver of the decrease in unit sales was lower sales of compact and mid-range 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.

Current wording

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. 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.

Previous wording

Overall, global production hours decreased approximately 34.8% and 24.4% during the three and nine months ended September 30, 2024 compared to the same periods in 2023, reflecting our response to lower end market demand.

Current wording

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.

Previous wording

Gross profit as a percentage of net sales decreased during the three and nine months ended September 30, 2024 compared to the same periods in 2023, primarily due to lower production volumes and unfavorable net pricing impacts.

Current wording

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.

Previous wording

SG&A expenses as a percentage of net sales were higher during the three and nine months ended September 30, 2024 compared to the same periods in 2023. The absolute level of SG&A expenses were largely consistent during the three months ended September 30, 2024. The absolute level of SG&A expenses increased during the nine months ended September 30, 2024 primarily due to PTx Trimble joint venture transaction-related costs and transaction costs related to the divestiture of the Company's G&P business. These increases were partially offset by decreases in stock compensation expense. We recorded $5.0 million and $20.4 million of stock compensation expense within SG&A expenses during the three and nine months ended September 30, 2024, respectively, compared to $9.8 million and $36.1 million during the same periods in 2023.

Current wording

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.

Previous wording

Engineering expenses as a percentage of net sales were higher during the three and nine months ended September 30, 2024 compared to the same periods in 2023, primarily driven by increased engineering expenses related to the PTx Trimble joint venture.

Current wording

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.

Previous wording

We recorded impairment charges of $0.2 million and $5.3 million during the three and nine months ended September 30, 2024, respectively, related to the impairment of certain amortizing intangible assets and an investment in affiliate. There were no impairment charges recorded during the three and nine months ended September 30, 2023.

Current wording

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.

Previous wording

We recorded restructuring and business optimization expenses of $10.5 million and $41.7 million during the three and nine months ended September 30, 2024, respectively, compared to $0.8 million and $8.3 million, respectively, during the same periods in 2023. On June 24, 2024, the Company announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry. The initial phase of the Program is focused on further reducing structural costs, streamlining the Company’s workforce and enhancing global efficiencies related to changing the Company’s operating model for certain corporate and back-office functions and better leveraging technology and global centers of excellence. The Company estimates that it will incur charges for one-time termination benefits of approximately $150.0 million to $200.0 million in connection with this phase of the Program, primarily consisting of cash charges related to severance payments, employees benefits and related costs. The Company expects the majority of these cash charges will be incurred in 2024 and the first half of 2025. Once fully implemented, the Company expects this phase of the Program to yield annual run-rate benefits and cost savings of approximately $100.0 million to $125.0 million. The restructuring expenses recorded during the three and nine months ended September 30, 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.

Current wording

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

Previous wording

Interest expense, net was $33.9 million and $65.7 million for the three and nine months ended September 30, 2024, respectively, compared to $5.5 million and $11.8 million for the comparable periods in 2023. The increase related primarily to an increase in interest expense resulting from the amortization of bridge facility commitment fees and increased debt levels related to financing the PTx Trimble joint venture transaction partially offset by higher interest income for the three and nine months ended September 30, 2024 as compared to the same periods in 2023. See “Liquidity and Capital Resources” for further information on our available funding.

Current wording

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.

Previous wording

Other expense, net was $52.3 million and $168.4 million for the three and nine months ended September 30, 2024, respectively, compared to $84.2 million and $212.6 million for the comparable periods in 2023. The decreases were primarily driven by decreases in foreign currency exchanges losses which were approximately $24.7 million and $74.3 million, respectively, for the three and nine months ended September 30, 2024, compared to $43.8 million and $104.1 million, respectively, for the comparable periods in 2023. During the nine months ended September 30, 2024, the Company recorded the final insurance recovery of $5.0 million related to the 2022 cyber incident. 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 $28.4 million and $92.2 million, respectively, for the three and nine months ended September 30, 2024, compared to $40.5 million and $99.3 million, respectively, for the comparable periods in 2023.

Current wording

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.

Previous wording

We recorded an income tax provision of $11.9 million and $122.6 million for the three and nine months ended September 30, 2024 compared to $75.3 million and $306.5 million for the three and nine months ended September 30, 2023. 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. 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 nine months ended September 30, 2024. During the nine months ended September 30, 2023, we recorded approximately $26.4 million associated with our enrollment in a Brazilian tax amnesty program that is more fully described in Note 14 of our Condensed Consolidated Financial Statements.

Current wording

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. 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.

Previous wording

Equity in net earnings of affiliates, which is primarily comprised of income from our AGCO Finance joint ventures, was $12.2 million and $38.0 million for the three and nine months ended September 30, 2024 compared to $21.9 million and $55.9 million for the three and nine months ended September 30, 2023.

Current wording

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.

Previous wording

The Company recorded a net loss attributable to noncontrolling interests of $1.1 million and $2.9 million during the three and nine months ended September 30, 2024, respectively. 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 recorded a net loss attributable to noncontrolling interests of $0.1 million and $0.1 million during the three and nine months ended September 30, 2023, respectively.

Current wording

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

Previous wording

The Company has four operating segments that are also its reportable segments, which consist of the Europe/Middle East (“EME”), North America, South America and Asia/Pacific/Africa (“APA”) regions. The Company’s reportable segments are geography based and distribute a full range of agricultural machinery and precision agriculture technology. The Company evaluates segment performance primarily based on income from operations. Sales for each segment are based on the location of the third-party customer. The Company’s selling, general and administrative expenses and engineering expenses are charged to each segment based on the region and division where the expenses are incurred. As a result, the components of income from operations for one segment may not be comparable to another segment.

Current wording

The Company has four operating segments which are also its reportable segments which consist of the Europe/Middle East (“EME”), North America, South America and Asia/Pacific/Africa (“APA”) regions. The Company’s reportable segments are geography based and distribute a full range of agricultural machinery and precision agriculture technology. The Company evaluates segment performance primarily based on income from operations. Sales for each segment are based on the location of the third-party customer. The Company’s selling, general and administrative expenses and engineering expenses are charged to each segment based on the region and division where the expenses are incurred. As a result, the components of income (loss) from operations for one segment may not be comparable to another segment.

Previous wording

The following table sets forth, for the three and nine months ended September 30, 2024, the impact to net sales of currency translation by geographical segment (in millions, except percentages):

Current wording

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):

Previous wording

Net sales in EME decreased in the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to sales volume declines, most significantly in mid-range tractors, high-horsepower tractors and hay tools, partially offset by favorable foreign currency translation and a favorable impact from the PTx Trimble joint venture transaction. Income from operations decreased by $116.3 million in the three months ended September 30, 2024 compared to the three months ended September 30, 2023 as a result of lower sales and production volumes, increased discounting and higher warranty costs.

Current wording

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.

Previous wording

Net sales in North America decreased in the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to sales volume declines, most significantly in mid-range and high-horsepower tractors and hay tools. Income from operations decreased by $87.1 million in the three months ended September 30, 2024 compared to the three months ended September 30, 2023 as a result of lower sales and production volumes and higher warranty costs. These decreases were partially offset by margin improvements related to grain and protein products.

Current wording

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.

Previous wording

Net sales decreased in South America in the three months ended September 30, 2024 compared to the three months ended September 30, 2023, as a result of sales volume declines, most significantly in tractors, combines and implements, and unfavorable foreign currency translation. Income from operations decreased $104.7 million in the three months ended September 30, 2024 compared to the three months ended September 30, 2023, as a result of lower sales and production volumes and negative pricing impacts, partially offset by a one-time benefit from the tax reduction of tax on payments from imported goods and services in Argentina.

Current wording

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.

Previous wording

Net sales decreased in APA in the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to lower sales volumes of high horse power tractors and lower sales of grain and protein products. Income from operations decreased $12.2 million in the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to lower sales and production volumes.

Current wording

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.

Previous wording

Our financing requirements generally are subject to variations due to seasonal changes in inventory and receivable levels. Internally generated funds are supplemented when necessary from external sources, primarily our credit facilities and accounts receivable sales agreement facilities, subject to the discussion below with respect to the financing of the PTx Trimble joint venture transaction. Additional information regarding our indebtedness is contained in Note 9 to the Condensed Consolidated Financial Statements. We believe that the following 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):

Current wording

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

Previous wording

(1) The amounts above are gross of debt issuance costs of an aggregate amount of approximately $12.8 million.

Current wording

(1) The amounts above are gross of debt issuance costs of an aggregate amount of approximately $11.4 million.

Previous wording

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 September 30, 2024, the Company had $790.0 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $459.9 million. Subsequent to the end of the quarter, on November 1, 2024, the Company repaid $150.0 million outstanding under the Credit Facility utilizing proceeds from the sale of the Company’s G&P business discussed further below.

Current wording

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.

Previous wording

In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €100.0 million (or approximately $111.7 million as of September 30, 2024). The credit facility expires on December 31, 2026. As of September 30, 2024, the Company had no outstanding borrowings under the revolving credit facility.

Current wording

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). The credit facility expires on December 31, 2026. As of March 31, 2025, the Company had no outstanding borrowings under the revolving credit facility.

Previous wording

The PTx Trimble joint venture transaction closed on April 1, 2024. The Company financed the joint venture transaction through a combination of the Senior Notes due 2027 and 2034, the Term Loan Facility and the remainder through other borrowings and cash on hand. The Company had redeemable noncontrolling interests of $337.5 million as of September 30, 2024 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.

Current wording

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

Previous wording

The Company is in compliance with the financial covenants contained in these facilities and expects to continue to maintain such compliance. Should we ever encounter difficulties, our historical relationship with our lenders has been strong, and we anticipate their continued long-term support of our business. Refer to Note 9 to the Condensed Consolidated Financial Statements for additional information regarding our current facilities, including the financial covenants contained in each debt instrument.

Current wording

The Company is in compliance with the financial covenants contained in these facilities and expects to continue to maintain such compliance. Should we ever encounter difficulties, our historical relationship with our lenders has been strong, and we anticipate their continued long-term support of our business.

Previous wording

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 48.8% and 23.0% at September 30, 2024 and December 31, 2023, respectively. The increase largely reflects the indebtedness incurred to pay the purchase price attendant to the PTx Trimble joint venture transaction.

Current wording

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.

Previous wording

On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of the 2027 Notes and (ii) $700.0 million aggregate principal amount of the 2034 Notes. The Notes are unsecured and unsubordinated indebtedness of the Company and are guaranteed on a senior unsecured basis, jointly and severally, by certain direct and indirect subsidiaries of the

Current wording

On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of 5.450% Senior Notes due 2027 (the “2027 Notes”) and (ii) $700.0 million aggregate principal amount of 5.800% Senior Notes due 2034 (the “2034 Notes”, and together with the 2027 Notes, the “Notes”). The 2027 Notes and the 2034 Notes are unsecured and unsubordinated indebtedness of the Company and are guaranteed on a senior unsecured basis, jointly and severally, by AGCO International Holdings B.V., AGCO International GmbH and Massey Ferguson Corp., direct and indirect subsidiaries of the Company (collectively, the “Guarantors”).

Previous wording

(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $4,190.7 million.

Current wording

(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $949.3 million.

Previous wording

(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $3,851.3 million.

Current wording

(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $876.6 million.

Previous wording

Our accounts receivable sales agreements in North America, Europe and Brazil permit the sale, on an ongoing basis, of a majority of our receivables to our U.S., Canadian, European and Brazilian finance joint ventures. The sales of all receivables are without recourse to us. We do not service the receivables after the sales occur, and we do not maintain any direct retained interest in the receivables. These agreements are accounted for as off-balance sheet transactions. The cash received from receivables sold under the U.S., Canadian, European and Brazilian accounts receivable sales agreements that remain outstanding as of September 30, 2024 and December 31, 2023 was approximately $2.2 billion and $2.5 billion, respectively.

Current wording

Our accounts receivable sales agreements in North America, Europe and Brazil permit the sale, on an ongoing basis, of a majority of our receivables to our U.S., Canadian, European and Brazilian finance joint ventures. The sales of all receivables are without recourse to us. We do not service the receivables after the sales occur, and we do not maintain any direct retained interest in the receivables. These agreements are accounted for as off-balance sheet transactions. The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of March 31, 2025 and December 31, 2024 was approximately $2.1 billion and $2.3 billion, respectively.

Previous wording

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 September 30, 2024 and December 31, 2023 was approximately $205.4 million and $254.1 million, respectively.

Current wording

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.

Previous wording

In order to efficiently manage our liquidity, we generally pay vendors in accordance with negotiated terms. To enable vendors to obtain payment in advance of our payment due dates to them, we have established programs in certain markets with financial institutions under which the vendors have the option to be paid by the financial institutions earlier than the payment due dates. Should we not be able to negotiate extended payment terms with our vendors, or should financial institutions no longer be willing to participate in early payment programs with us, we would expect to have sufficient liquidity to timely pay our vendors without any material impact on us or our financial position. As of September 30, 2024 and December 31, 2023, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $77.7 million and $82.7 million, respectively. Refer to Note 8 of our Condensed Consolidated Financial Statements for further discussion.

Current wording

In order to efficiently manage our liquidity, we generally pay vendors in accordance with negotiated terms. To enable vendors to obtain payment in advance of our payment due dates to them, we have established programs in certain markets with financial institutions under which the vendors have the option to be paid by the financial institutions earlier than the payment due dates. Should we not be able to negotiate extended payment terms with our vendors, or should financial institutions no longer be willing to participate in early payment programs with us, we would expect to have sufficient liquidity to timely pay our vendors without any material impact on us or our financial position. As of 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. Refer to Note 8 of our Condensed Consolidated Financial Statements for further discussion.

Previous wording

Cash flows used in operating activities were approximately $108.0 million for the first nine months of 2024 compared to cash provided by operating activities of approximately $202.7 million for the same period in 2023. The increase of cash used in operating activities during the nine months ended September 30, 2024 was primarily driven by a decrease in net income in the first nine months of 2024 compared to the same period in 2023.

Current wording

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.

Previous wording

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 $2,258.8 million in working capital at September 30, 2024 as compared to $1,997.2 million at December 31, 2023. Inventories as of September 30, 2024 were approximately $3,443.2 million as compared to $3,440.7 million at December 31, 2023. Accounts and notes receivable, net, as of September 30, 2024 were approximately $156.9 million lower than at December 31, 2023 primarily due to timing of sales of accounts receivable under our factoring arrangements. Accounts payable and Accrued expenses as of September 30, 2024 were approximately $246.2 million and $395.0 million lower than at December 31, 2023, respectively.

Current wording

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.

Previous wording

Capital expenditures for the first nine months of 2024 were approximately $279.3 million compared to $357.7 million for the same period in 2023.

Current wording

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.

Previous wording

In November 2023, the Company entered into an ASR agreement with a financial institution to repurchase $53.0 million of shares of its common stock. We 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 our November 2023 ASR agreement. All shares received under the ASR agreement were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets. We did not purchase any shares directly or enter into any accelerated share repurchase agreements during the three and nine months ended September 30, 2024. As of September 30, 2024, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $57.0 million, which has no expiration date. On April 25, 2024, the Company's Board of Directors declared a special variable dividend of $2.50 per common share that was paid during the second quarter of 2024. During the three months ended September 30, 2024 and 2023, the Company declared and paid cash dividends of $0.29 and $0.29 per common share, respectively. During the nine months ended September 30, 2024 and 2023, the Company declared and paid cash dividends of $3.37 and $5.81 per common share, respectively. On October 24, 2024, the Company's Board of Directors declared a regular quarterly dividend of $0.29 per common share to be paid on December 16, 2024, to all stockholders of record as of the close of business on November 15, 2024.

Current wording

In November 2024, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase $22.0 million of shares of its common stock. The Company received approximately 228,969 shares associated with the completion of this transaction as of December 31, 2024. In November 2023, the Company entered into an ASR agreement with a financial institution to repurchase $53.0 million of shares of its common stock. The Company received approximately 371,669 shares associated with this transaction as of December 31, 2023. In January 2024, the Company received an additional 82,883 shares upon final settlement of its November 2023 ASR agreement. All shares received under the ASR agreement were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets. As of 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.

Previous wording

We are party to a number of commitments and other financial arrangements, which may include off-balance sheet arrangements. At September 30, 2024, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $60.5 million. In addition, we had accrued approximately $13.0 million of outstanding guarantees of residual values that may be owed to our finance joint ventures in the United States and Canada due upon expiration of certain eligible operating leases between the finance joint ventures and end users. The maximum potential amount of future payments under the guarantee is approximately $193.1 million. We also sell a majority of our wholesale receivables in North America, Europe and Brazil to our U.S., Canadian, European and Brazilian finance joint ventures. Refer to “Liquidity and Capital Resources” as well as to Notes 4 and 17 of our Condensed Consolidated Financial Statements for further discussion of these matters.

Current wording

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. In addition, we had accrued approximately $12.4 million of outstanding guarantees of residual values that may be owed to our finance joint ventures in the United States and Canada due upon expiration of certain eligible operating leases between the finance joint ventures and end users. The maximum potential amount of future payments under the guarantee is approximately $212.3 million.