Table of Contents


     

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 20132016
of
AGCO CORPORATION
A Delaware Corporation
IRS Employer Identification No. 58-1960019
SEC File Number 1-12930
4205 River Green Parkway
Duluth, GA 30096
(770) 813-9200

AGCO Corporation’s Common Stock and Junior Preferred Stock purchase rights areis registered pursuant to Section 12(b) of the Act and areis listed on the New York Stock Exchange.
AGCO Corporation is a well-known seasoned issuer.
AGCO Corporation is required to file reports pursuant to Section 13 or Section 15(d) of the Act. AGCO Corporation (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K will be contained in a definitive proxy statement, portions of which are incorporated by reference into Part III of this Form 10-K.
AGCO Corporation has submitted electronically and posted on its corporate website every Interactive Data File for the periods required to be submitted and posted pursuant to Rule 405 of Regulation S-T.
The aggregate market value of AGCO Corporation’s Common Stock (based upon the closing sales price quoted on the New York Stock Exchange) held by non-affiliates as of June 30, 20132016 was approximately $4.63.2 billion. For this purpose, directors and officers and the entities that they control have been assumed to be affiliates. As of February 14, 2014, 93,689,23924, 2017, 79,449,334 shares of AGCO Corporation’s Common Stock were outstanding.
AGCO Corporation is a large accelerated filer and is not a shell company.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of AGCO Corporation’s Proxy Statement for the 20142017 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
     




TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





PART I

Item 1.        Business    

AGCO Corporation (“AGCO,” “we,” “us,” or the “Company”) was incorporated in Delaware in April 1991. Our executive offices are located at 4205 River Green Parkway, Duluth, Georgia 30096, and our telephone number is (770) 813-9200. Unless otherwise indicated, all references in this Form 10-K to the Company include our subsidiaries.

General

We are a leading manufacturer and distributor of agricultural equipment and related replacement parts throughout the world. We sell a full range of agricultural equipment, including tractors, combines, self-propelled sprayers, hay tools, forage equipment, seeding and tillage equipment, implements, and grain storage and protein production systems. Our products are widely recognized in the agricultural equipment industry and are marketed under a number of well-known brands, including:including Challenger®, Fendt®, GSI®, Massey Ferguson® and Valtra®. We distribute most of our products through a combination of approximately 3,100over 3,000 independent dealers and distributors in more than 140150 countries. In addition, we also provide retail and wholesale financing through our retail finance joint ventures with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., which we refer to as “Rabobank.”

Products

TractorsThe following table sets forth a description of the Company’s products and their percentage of net sales:
    Percentage of Net Sales
Product Product Description 2016 2015 2014
TractorsHigh horsepower tractors (100 to 600 horsepower); typically used on larger farms, primarily for row crop production 57% 57% 57%
 Utility tractors (40 to 100 horsepower); typically used on small- and medium-sized farms and in specialty agricultural industries, including dairy, livestock, orchards and vineyards      
 Compact tractors (under 40 horsepower); typically used on small farms and specialty agricultural industries, as well as for landscaping and residential uses      
Replacement PartsReplacement parts for all of the products we sell, including products no longer in production. Most of our products can be economically maintained with parts and service for a period of ten to 20 years. Our parts inventories are maintained and distributed through a network of master and regional warehouses throughout North America, South America, Europe, Africa and Australia in order to provide timely response to customer demand for replacement parts 16% 16% 14%
Grain Storage and Protein Production SystemsGrain storage bins and related drying and handling equipment systems; seed-processing systems; swine and poultry feed storage and delivery, ventilation and watering systems; and egg production systems and broiler production equipment 12% 10% 9%
Hay Tools and Forage Equipment, Implements & Other EquipmentRound and rectangular balers, self-propelled windrowers, forage harvesters, disc mowers, spreaders, rakes, tedders, and mower conditioners; used for the harvesting and packaging of vegetative feeds used in the cattle, dairy, horse and renewable fuel industries 7% 9% 9%
 Implements, including disc harrows, which cut through crop residue, leveling seed beds and mixing chemicals with the soils; heavy tillage, which break up soil and mix crop residue into topsoil, with or without prior discing; field cultivators, which prepare a smooth seed bed and destroy weeds; and drills, which are primarily used for small grain seeding      
 Planters; used to apply fertilizer and plant seeds in the field, typically used in row crop seeding      
 Other equipment, including loaders; used for a variety of tasks, including lifting and transporting hay crops      
CombinesCombines, sold with a variety of threshing technologies and complemented by a variety of crop-harvesting heads; typically used in harvesting grain crops such as corn, wheat, soybeans and rice 4% 4% 6%
Application EquipmentSelf-propelled, three- and four-wheeled vehicles and related equipment; for use in the application of liquid and dry fertilizers and crop protection chemicals both prior to planting crops (“pre-emergence”) and after crops emerge from the ground (“post-emergence”) 4% 4% 5%

We offer a full range of tractors in the high horsepower segment (primarily 100 to 585 horsepower). Our high horsepower tractors typically are used on larger farms and on cattle ranches for hay production. We also offer a full range of tractors in the utility tractor category (40 to 100 horsepower), including two-wheel and all-wheel drive versions. Our utility tractors are typically used on small- and medium-sized farms and in specialty agricultural industries, including dairy, livestock, orchards and vineyards. Our compact tractors (under 40 horsepower) are typically used on small farms and in specialty agricultural industries, such as dairies, landscaping and residential areas. Tractors accounted for approximately 60% of our net sales in 2013, 59% in 2012 and 66% in 2011.

Combines

Our combines are sold with a variety of threshing technologies. All combines are complemented by a variety of crop-harvesting heads, available in different sizes, which are designed to maximize harvesting speed and efficiency while minimizing crop loss. Combines accounted for approximately 6% of our net sales in both 2013 and 2012, and 7% in 2011.

Application Equipment

We offer self-propelled, three- and four-wheeled vehicles and related equipment for use in the application of liquid and dry fertilizers and crop protection chemicals. We manufacture chemical sprayer equipment for use both prior to planting crops, known as “pre-emergence,” and after crops emerge from the ground, known as “post-emergence.” Application equipment accounted for approximately 5% of our net sales in both 2013 and 2012, and 4% in 2011.

Hay Tools and Forage Equipment, Implements and Other Equipment

Our hay tools and forage equipment include both round and rectangular balers, self-propelled windrowers, disc mowers, spreaders and mower conditioners and are used for the harvesting and packaging of vegetative feeds used in the beef cattle, dairy, horse and alternative fuel industries.

We also distribute a wide range of implements, planters and other equipment for our product lines. Tractor-pulled implements are used in field preparation and crop management. Implements include: disc harrows, which improve field performance by cutting through crop residue, leveling seed beds and mixing chemicals with the soil; heavy tillage, which break up soil and mix crop residue into topsoil, with or without prior discing; and field cultivators, which prepare a smooth seed bed and destroy weeds. Tractor-pulled planters apply fertilizer and place seeds in the field. Other equipment primarily includes loaders, which are used for a variety of tasks including lifting and transporting hay crops.

Hay tools and forage equipment, implements, engines and other products accounted for approximately 9% of our net sales in 2013, 10% in 2012 and 8% in 2011.


1



Grain Storage and Protein Production Systems

We manufacture and distribute grain storage and protein production systems, which include grain storage bins and related drying and handling equipment systems as well as swine and poultry feed storage and delivery, ventilation and watering systems. Grain storage and protein production systems accounted for approximately 7% of our net sales in both 2013 and 2012.

Engines

Our AGCO Power engines division produces diesel engines, gears and generating sets. The diesel engines are manufactured for use in a portion of our tractors, combines and sprayers, and are also sold to third parties. AGCO Power specializes in the manufacturing of off-road engines in the 50 to 590 horsepower range.

Precision Farming Technologies

We offer a variety of precision farming technologies that provide farmers with the capability to enhance productivity and profitability on the farm. A majority of these technologies are developed by third parties and are installed in our products and include satellite-based steering, field data collection, yield mapping and telemetry-based fleet management systems. While these products do not generate significant revenues, we believe that these products and related services are highly valued by professional farmers around the world and are integral to the growth of our machinery sales.

Replacement Parts

In addition to sales of new equipment, our replacement parts business is an important source of revenue and profitability for both us and our dealers. We sell replacement parts, many of which are proprietary, for all of the products we sell. These parts help keep farm equipment in use, including products no longer in production. Since most of our products can be economically maintained with parts and service for a period of ten to 20 years, each product that enters the marketplace provides us with a potential long-term revenue stream. In addition, sales of replacement parts typically generate higher gross profit margins and, historically, have been less cyclical than new product sales. Replacement parts accounted for approximately 13% of our net sales in both 2013 and 2012, and 15% in 2011.
Marketing and Distribution

We distribute products primarily through a network of independent dealers and distributors. Our dealers are responsible for retail sales of equipment to the equipment’s end user in addition tousers and after-sales service and support of the equipment.support. Our distributors may sell our products through a networknetworks of dealers supported by the distributor.distributors, and our distributors also may directly market our products and provide customer service support. Our sales are not dependent on any specific dealer, distributor or group of dealers. We intend to maintain the separate strengths and identities of our core brand names and product lines.

Europe

We market and distribute farm equipment and replacement parts to farmers in European markets through a network of approximately 1,110 independent dealers and distributors. In certain markets, we also sell Valtra tractors and parts directly to end users. In some cases, dealers carry competing or complementary products from other manufacturers. Sales in Europe accounted for approximately 48% of our net sales in both 2013 and 2012, and 52% in 2011.

North America

We market and distribute farm equipment and replacement parts to farmers in North America through a network of approximately 1,300 independent dealers, including 500 independent dealers of grain storage and protein production systems. Dealers may also sell competitive and dissimilar lines of products. Sales in North America accounted for approximately 26% of our net sales in both 2013 and 2012, and 20% in 2011.

South America

We market and distribute farm equipment and replacement parts to farmers in South America through several different networks. In Brazil and Argentina,countries, we distribute products directly to approximately 340 independent dealers. In Brazil, dealers are generally exclusive to one manufacturer. Outside of Brazil and Argentina, we sell our products in South America through independent distributors. Sales in South America accounted for approximately 19% of our net sales in 2013, 18% in 2012 and 21% in 2011.

2



Rest of the World

Outside of Europe, North America and South America, we operate primarily through a network of approximately 350 independent dealers and distributors, as well as associates and licensees, marketing our products and providing customer service support in approximately 85 countries in Africa, the Middle East, Australia and Asia. With the exception of Australia and New Zealand, where we directly support our dealer network, we generally utilize independent distributors, associates and licensees to sell our products. These arrangements allow us to benefit from local market expertise to establish strong market positions. Sales outside of Europe, North America and South America accounted for approximately 7% of our net sales in 2013, 8% in 2012 and 7% in 2011.

Associates and licensees provide a distribution channel in some markets for our products and/or a source of low-cost production for certain Massey Ferguson and Valtra products. Associates are entities in which we have an ownership interest, most notably in India. Licensees are entities in which we have no direct ownership interest, most notably in Pakistan and Turkey.interest. The associate or licensee generally has the exclusive right to produce and sell Massey Ferguson or Valtra equipment in its home countrylicensed territory under such tradenames but may not sell these products in other countries. We generally license certain technology to these licensees and associates, and licenseeswe may sell them certain technology, as well as the right to use the Massey Ferguson or Valtra trade names. We also sell products to associates and licensees in the form of components used in local manufacturing operations. Licensee manufacturers sell certain tractor models under the Massey Ferguson or Valtra brand names in the licensed territory and also may become a source of low-cost production for us.

Parts Distribution
  Independent Dealers and Distributors Percent of Net Sales
Geographical region 2016 2016 2015 2014
Europe 870 53% 51% 49%
North America 1,390 24% 26% 25%
South America 290 12% 13% 17%
Rest of World (1)
 500 11% 10% 9%

(1) Consists of approximately 74 countries in Africa, the Middle East, Australia and Asia.

Parts inventories are maintained and distributed through a network of master and regional warehouses throughout North America, South America, Europe, Africa and Australia in order to provide a timely response to customer demand for replacement parts. Our parts warehouses utilize inventory-tracking systems and rapid-response capabilities to ensure timely order fulfillment of parts to our dealers and customers.

Dealer Support and Supervision

We believe that one of the most important criteria affecting a farmer’s decision to purchase a particular brand of equipment is the quality of the dealer who sells and services the equipment. We provide significant support to our dealers in order to improve the quality of our dealer network. We monitor each dealer’s performance and profitability and establish programs that focus on continual dealer improvement. Our dealers generally have sales territories for which they are responsible.

We believe that our ability to offer our dealers a full product line of agricultural equipment and related replacement parts, as well as our ongoing dealer training and support programs focusing on business and inventory management, sales, marketing, warranty and servicing matters and products, helpshelp ensure the vitality and increase the competitiveness of our dealer network. We also maintain dealer advisory groups to obtain dealer feedback on our operations.

We provide our dealers with volume sales incentives, demonstration programs and other advertising support to assist sales. We design our sales programs, including retail financing incentives, and our policies for maintaining parts and service availability with extensive product warranties, to enhance our dealers’ competitive position.

Manufacturing and Suppliers

Manufacturing and Assembly

We manufacture and assemble our products in 47 locations worldwide, including seven locations where we operate joint ventures. Our locations are intended to optimize capacity, technology or local costs. Furthermore, we continue to balance our manufacturing resources with externally-sourced machinery, components and replacement parts to enable us to better control inventory and our supply of components. We believe that our manufacturing facilities are sufficient to meet our needs for the foreseeable future. Please refer to Item 2, “Properties,” where a listing of our principal manufacturing locations is presented.

Our AGCO Power engines division produces diesel engines, gears and generating sets. The diesel engines are manufactured for use in a portion of our tractors, combines and sprayers, and also are sold to third parties. AGCO Power specializes in the manufacturing of off-road engines in the 75 to 600 horsepower range.


2



Third-Party Suppliers

We externally source some of our machinery, components and replacement parts from third-party suppliers. Our production strategy is intended to optimize our research and development and capital investment requirements and to allow us greater flexibility to respond to changes in market conditions.

We purchase some fully manufactured tractors from Tractors and Farm Equipment Limited (“TAFE”), Carraro S.p.A. and Iseki & Company, Limited. We also purchase other tractors, implements and hay and forage equipment from various third-party suppliers. Refer to “Related Parties” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further discussion of our relationship with TAFE. In general, either party may canceladdition to the purchase of machinery, third-party suppliers supply us with significant components used in our manufacturing operations. We select third-party suppliers that we believe are low cost, high quality and possess the most appropriate technology. We also assist in the development of these products or component parts based upon our own design requirements. Our past experience with outside suppliers generally has been favorable.

Seasonality

Generally, retail sales by dealers to farmers are highly seasonal and are a function of the timing of the planting and harvesting seasons. To the extent practicable, we attempt to ship products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal retail demands on our manufacturing operations and to minimize our investment in inventory. Our financing requirements are subject to variations due to seasonal changes in working capital levels, which typically increase in the first half of the year and then decrease in the second half of the year. The fourth quarter is also typically a period for higher retail sales because of our customers’ year-end tax planning considerations, the increase in the availability of funds from completed harvests and the timing of dealer contracts within certain notice periods.incentives.

Competition

The agricultural industry is highly competitive. We compete with several large national and international full-line suppliers, as well as numerous short-line and specialty manufacturers with differing manufacturing and marketing methods. Our two principal competitors on a worldwide basis are Deere & Company and CNH Industrial N.V. We have regional competitors around the world that have significant market share in a single country or a group of countries.

We believe several key factors influence a buyer’s choice of farm equipment, including the strength and quality of a company’s dealers, the quality and pricing of products, dealer or brand loyalty, product availability, terms of financing and customer service. See “Marketing and Distribution” for additional information.

Engineering and Research

We make significant expenditures for engineering and applied research to improve the quality and performance of our products, to develop new products and to comply with government safety and engine emissions regulations.

In addition, we also offer a variety of precision farming technologies that provide farmers with the capability to enhance productivity and profitability on the farm. These technologies are installed in our products and include satellite-based steering, field data collection, yield mapping and telemetry-based fleet management systems.

Wholesale Financing

Primarily in the United States and Canada, we engage in the standard industry practice of providing dealers with floor plan payment terms for their inventories of farm equipment for extended periods.periods generally through our AGCO Finance joint ventures. The terms of our wholesale finance agreements with our dealers vary by region and product line, with fixed payment schedules on all sales, generally ranging from one to 12 months. In the United States and Canada, dealers typically are not required to make an initial down payment, and our terms allow for an interest-free period generally ranging from one to 12 months, depending on the product. All equipmentAmounts due from sales to dealers in the United States and Canada are immediately due upon a retail sale of the underlying equipment by the dealer, with the exception of sales of grain storage and protein production systems. If not previously paid by the dealer, installment payments generally are required generally beginning after the interest-free period with the remaining outstanding equipment balance generally due within 12 months after shipment. In limited circumstances, we provide sales terms, and in some cases, interest-free periods that are longer than 12 months for certain products. These typically are specified programs, predominantly in the United States and Canada, where interest is charged after a period of up to 24 months, depending on the year of the sale and the dealer or distributor’s ordering or sales volume

3



during the preceding year. We also provide financing to dealers on used equipment accepted in trade. We retainobtain a security interest in a majority of the new and used equipment we finance. Sales of grain storage and protein production systems generally are payable within 30 days of shipment.


3



Typically, sales terms outside the United States and Canada are of a shorter duration, generally ranging from 30 to 180 days. In many cases, we retain a security interest in the equipment sold on extended terms. In certain international markets, our sales are backed by letters of credit or credit insurance.

We offer various sales terms with respect to our products. For sales in most markets outside of the United States and Canada, we normally do not charge interest on outstanding receivables from our dealers and distributors. For sales to certain dealers or distributors in the United States and Canada, interest is generally charged at or above prime lending rates on outstanding receivable balances after interest-free periods. These interest-free periods vary by product and generally range from one to 12 months, with the exception of certain seasonal products, which bear interest after periods of up to 23 months depending on the time of year of the sale and the dealer or distributor’s sales volume during the preceding year. Our North American geographical reportable segment comprises approximately 25.6% of our total net sales. For the year ended December 31, 2013, 20.8% and 4.3% of our net sales had maximum interest-free periods ranging from one to six months and seven to 12 months, respectively, related to our North American geographical reporting segment. Net sales with maximum interest-free periods ranging from 13 to 23 months were approximately 0.5% of our net sales during 2013. Actual interest-free periods are shorter than suggested by these percentages because receivables from our dealers and distributors in the United States and Canada are generally due immediately upon sale of the equipment to retail customers. Under normal circumstances, interest is not forgiven and interest-free periods are not extended.

We have an agreement to permit transferring, on an ongoing basis, of a majority of our wholesale receivables in North America, Europe and EuropeBrazil to our AGCO Finance retail finance joint ventures in which AGCO has a 49% interest.the United States, Canada, Europe and Brazil. Upon transfer, the wholesale receivables maintain standard payment terms, including required regular principal payments on amounts outstanding and interest charges at market rates. Qualified dealers may obtain additional financing through our U.S., Canadian, European and European retailBrazilian finance joint ventures at the joint ventures’ discretion. In addition, AGCO Finance entitiesjoint ventures may provide wholesale financing directly to dealers in Europe, Brazil and Australia.

RetailEngineering and Research

We make significant expenditures for engineering and applied research to improve the quality and performance of our products, to develop new products and to comply with government safety and engine emissions regulations.

In addition, we also offer a variety of precision farming technologies that provide farmers with the capability to enhance productivity and profitability on the farm. These technologies are installed in our products and include satellite-based steering, field data collection, yield mapping and telemetry-based fleet management systems.

Wholesale Financing

Through our AGCO Finance retail financing joint ventures locatedPrimarily in the United States and Canada, Europe, Brazil, Argentina and Australia, end userswe engage in the standard industry practice of our products are providedproviding dealers with a competitive and dedicated financing source. These retail finance companies are owned 49% by AGCO and 51% by a wholly-owned subsidiaryfloor plan payment terms for their inventories of Rabobank. Besides contributing tofarm equipment for extended periods generally through our overall profitability, the AGCO Finance joint ventures can enhanceventures. The terms of our wholesale finance agreements with our dealers vary by region and product line, with fixed payment schedules on all sales, efforts by tailoring retail finance programsgenerally ranging from one to prevailing market conditions. Refer12 months. In the United States and Canada, dealers typically are not required to “Retail Finance Joint Ventures” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information.
In addition, Rabobank is the primary lender with respect to our credit facilitymake an initial down payment, and our 41/2% senior term loan, asterms allow for an interest-free period generally ranging from one to 12 months, depending on the product. Amounts due from sales to dealers in the United States and Canada are more fully describedimmediately due upon a retail sale of the underlying equipment by the dealer, with the exception of sales of grain storage and protein production systems. If not previously paid by the dealer, installment payments generally are required beginning after the interest-free period with the remaining outstanding equipment balance generally due within 12 months after shipment. In limited circumstances, we provide sales terms, and in “Liquiditysome cases, interest-free periods that are longer than 12 months for certain products. These typically are specified programs, predominantly in the United States and Capital Resources” within Item 7, “Management’s DiscussionCanada, where interest is charged after a period of up to 24 months, depending on the year of the sale and Analysis of Financial Condition and Results of Operations.” Our historical relationship with Rabobank has been strong, and we anticipate its continued long-term support of our business.the dealer or distributor’s ordering or sales volume


43



Manufacturingduring the preceding year. We also provide financing to dealers on used equipment accepted in trade. We obtain a security interest in a majority of the new and Suppliersused equipment we finance. Sales of grain storage and protein production systems generally are payable within 30 days of shipment.

ManufacturingTypically, sales terms outside the United States and AssemblyCanada are of a shorter duration, generally ranging from 30 to 180 days. In many cases, we retain a security interest in the equipment sold on extended terms. In certain international markets, our sales are backed by letters of credit or credit insurance.

We manufacturehave an agreement to permit transferring, on an ongoing basis, a majority of our productswholesale receivables in locations intendedNorth America, Europe and Brazil to optimize capacity, technology or local costs. Furthermore, we continue to balance our manufacturing resources with externally-sourced machinery, components and replacement parts to enable us to better control inventory and our supply of components. We believe that our manufacturing facilities are sufficient to meet our needs for the foreseeable future. We manufacture the following productsAGCO Finance joint ventures in the following locations:
LocationProduct
Europe:
Suolahti, FinlandTractors
Beauvais, France
Tractors, transmissions and rear axles(1)
Marktoberdorf, GermanyTractors
Baumenheim, GermanyCabs for tractors, components and parts
Linnavuori, FinlandDiesel engines
Breganze, ItalyCombines and headers
Hohenmölsen, GermanySelf-propelled forage harvesters, components and parts
Feucht, GermanyHay tools
North America:
Beloit, KansasTillage and seeding equipment
Hesston, KansasHay and forage equipment, combines and planters
Jackson, MinnesotaTractors and self-propelled sprayers
Queretaro, MexicoTractors
Assumption, IllinoisGrain storage equipment
Taylorville, IllinoisProtein production systems
Paris, IllinoisGrain storage equipment
Newton, IllinoisGrain storage equipment
Flora, IllinoisGrain storage equipment
Bremen, AlabamaProtein production systems
Wahpeton, North Dakota(2)
Air-seeding and tillage equipment
South America:
General Rodrigues, ArgentinaTractors
Canoas, Rio Grande do Sul, BrazilTractors and self-propelled sprayers
Mogi das Cruzes, BrazilTractors and diesel engines
Santa Rosa, Rio Grande do Sul, BrazilCombines and headers
Ibirubá, Rio Grande do Sul, BrazilPlanters, corn headers and front loaders
Ribeirão Preto, São Paulo, BrazilSugar cane harvesters and planters
Marau, Rio Grande do Sul, BrazilGrain storage and protein production systems
Asia/Pacific:
Daqing, ChinaTractors
Changzhou, ChinaTractors and diesel engines
Yanzhou, ChinaCombines and headers
Penang, MalasyiaProtein production systems

(1)Our transmissions and rear axles are manufactured through our GIMA joint venture with Claas Tractors SAS, in which we own a 50% interest.
(2)Our air-seeding and tillage equipment in North Dakota is manufactured through our AGCO-Amity joint venture, of which we own a 50% interest.

Third-Party SuppliersUnited States, Canada, Europe and Brazil. Upon transfer, the wholesale receivables maintain standard payment terms, including required regular principal payments on amounts outstanding and interest charges at market rates. Qualified dealers may obtain additional financing through our U.S., Canadian, European and Brazilian finance joint ventures at the joint ventures’ discretion. In addition, AGCO Finance joint ventures may provide wholesale financing directly to dealers in Europe, Brazil and Australia.

We externally source many of our machinery, components and replacement parts. Our production strategy is intended to optimize our research and development and capital investment requirements and to allow us greater flexibility to respond to changes in market conditions.

We purchase some of the products we distribute from third-party suppliers. We purchase some tractor models from Tractors and Farm Equipment Limited (“TAFE”), as well as from Carraro S.p.A. and Iseki & Company, Limited. We also

5



purchase other tractors, implements and hay and forage equipment from various third-party suppliers. Refer to “Related Parties” within Item 7 for further discussion of our relationship with TAFE.

In addition to the purchase of machinery, third-party suppliers supply us with significant components used in our manufacturing operations, such as engines and transmissions. We select third-party suppliers that we believe are low cost, high quality and possess the most appropriate technology. We also assist in the development of these products or component parts based upon our own design requirements. Our past experience with outside suppliers generally has been favorable.

Seasonality

Generally, retail sales by dealers to farmers are highly seasonal and are a function of the timing of the planting and harvesting seasons. To the extent practicable, we attempt to ship products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal retail demands on our manufacturing operations and to minimize our investment in inventory. Our financing requirements are subject to variations due to seasonal changes in working capital levels, which typically increase in the first half of the year and then decrease in the second half of the year. The fourth quarter is also typically a period for large retail sales because of our customers’ year end tax planning considerations, the increase in availability of funds from completed harvests and the timing of dealer incentives.

Competition

The agricultural industry is highly competitive. We compete with several large national and international full-line suppliers, as well as numerous short-line and specialty manufacturers with differing manufacturing and marketing methods. Our two principal competitors on a worldwide basis are Deere & Company and CNH Industrial N.V. In certain Western European, South American and Asian countries, we have regional competitors that have significant market share in a single country or a group of countries.

We believe several key factors influence a buyer’s choice of farm equipment, including the strength and quality of a company’s dealers, the quality and pricing of products, dealer or brand loyalty, product availability, the terms of financing, and customer service. See “Marketing and Distribution” for additional information.

Engineering and Research

We make significant expenditures for engineering and applied research to improve the quality and performance of our products, to develop new products and to comply with government safety and engine emissions regulations.

In addition, we also offer a variety of precision farming technologies that provide farmers with the capability to enhance productivity and profitability on the farm. These technologies are installed in our products and include satellite-based steering, field data collection, yield mapping and telemetry-based fleet management systems.

Wholesale Financing

Primarily in the United States and Canada, we engage in the standard industry practice of providing dealers with floor plan payment terms for their inventories of farm equipment for extended periods generally through our AGCO Finance joint ventures. The terms of our wholesale finance agreements with our dealers vary by region and product line, with fixed payment schedules on all sales, generally ranging from one to 12 months. In the United States and Canada, dealers typically are not required to make an initial down payment, and our terms allow for an interest-free period generally ranging from one to 12 months, depending on the product. Amounts due from sales to dealers in the United States and Canada are immediately due upon a retail sale of the underlying equipment by the dealer, with the exception of sales of grain storage and protein production systems. If not previously paid by the dealer, installment payments generally are required beginning after the interest-free period with the remaining outstanding equipment balance generally due within 12 months after shipment. In limited circumstances, we provide sales terms, and in some cases, interest-free periods that are longer than 12 months for certain products. These typically are specified programs, predominantly in the United States and Canada, where interest is charged after a period of up to 24 months, depending on the year of the sale and the dealer or distributor’s ordering or sales volume

3



during the preceding year. We also provide financing to dealers on used equipment accepted in trade. We obtain a security interest in a majority of the new and used equipment we finance. Sales of grain storage and protein production systems generally are payable within 30 days of shipment.

Typically, sales terms outside the United States and Canada are of a shorter duration, generally ranging from 30 to 180 days. In many cases, we retain a security interest in the equipment sold on extended terms. In certain international markets, our sales are backed by letters of credit or credit insurance.

We have an agreement to permit transferring, on an ongoing basis, a majority of our wholesale receivables in North America, Europe and Brazil to our AGCO Finance joint ventures in the United States, Canada, Europe and Brazil. Upon transfer, the wholesale receivables maintain standard payment terms, including required regular principal payments on amounts outstanding and interest charges at market rates. Qualified dealers may obtain additional financing through our U.S., Canadian, European and Brazilian finance joint ventures at the joint ventures’ discretion. In addition, AGCO Finance joint ventures may provide wholesale financing directly to dealers in Europe, Brazil and Australia.

Retail Financing

Our expenditures on engineeringAGCO Finance joint ventures offer financing to most of the end users of our products. Besides contributing to our overall profitability, the AGCO Finance joint ventures can enhance our sales efforts by tailoring retail finance programs to prevailing market conditions. Our finance joint ventures are located in the United States, Canada, Europe, Brazil, Argentina and research were approximately $353.4 million, or 3.3%Australia and are owned by AGCO and by a wholly-owned subsidiary of net sales,Rabobank. Refer to “Finance Joint Ventures” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further information.
In addition, Rabobank is the primary lender with respect to our credit facility and our senior term loan, as are more fully described in 2013, $317.1 million, or 3.2%“Liquidity and Capital Resources” within Item 7, “Management’s Discussion and Analysis of net sales, in 2012,Financial Condition and $275.6 million, or 3.1%Results of net sales in 2011.Operations.” Our historical relationship with Rabobank has been strong, and we anticipate its continued long-term support of our business.

Intellectual Property

We own and have licenses to the rights under a number of domestic and foreign patents, trademarks, trade names and brand names relating to our products and businesses. We defend our patent, trademark and trade and brand name rights primarily by monitoring competitors’ machines and industry publications and conducting other investigative work. We consider our intellectual property rights, including our rightsright to use our trade and brand names, important in the operation of our businesses. However, we do not believe we are dependent on any single patent, trademark, or trade name or group of patents or trademarks, trade names or brand names. We intend to maintain the separate strengths and identities of our core brand names and product lines.

Environmental Matters and Regulation

We are subject to environmental laws and regulations concerning emissions to the air, discharges of processed or other types of wastewater, and the generation, handling, storage, transportation, treatment and disposal of waste materials. These laws and regulations are constantly changing, and the effects that they may have on us in the future are impossible to predict with accuracy. It is our policy to comply with all applicable environmental, health and safety laws and regulations, and we believe that any expense or liability we may incur in connection with any noncompliance with any law or regulation or the cleanup of any of our properties will not have a materially adverse effect on us. We believe that we are in compliance in all material respects with all applicable laws and regulations.

The United States Environmental Protection Agency has issued regulations concerning permissible emissions from off-road engines. Our AGCO Power enginesengine division, which specializes in the manufacturing of off-roadnon-road engines in the 4075 to 590750 horsepower range, currently complies with Com II, Com IIIa, Com IIIb, Com IV, Tier II, Tier III, Tier 4iemissions standards and Tier 4f

6



emissionsrelated requirements set by European and U.S. regulatory authorities, including both the United States regulatoryEnvironmental Protection Agency and various state authorities. We also are currently required to comply with other country regulations outside of the United States and Europe. We expect to meet future emissions requirements through the introduction of new technology to our engines and exhaust after-treatment systems, as necessary. In some markets (such as the United States), we must obtain governmental environmental approvals in order to import our products, and these approvals can be difficult or time consuming to obtain or may not be obtainable at all. For example, our AGCO Power engine division and our engine suppliers are subject to air quality standards, and production at our facilities could be impaired if AGCO Power and these suppliers are unable to timely respond to any changes in environmental laws and regulations affecting engine emissions. Compliance with environmental and safety regulations has added, and will continue to add, to the cost of our products and increase the capital-intensive nature of our business.


4



Climate change, as a result of emissions of greenhouse gases, is a significant topic of discussion and may generate U.S. and other regulatory responses. It is impracticable to predict with any certainty the impact on our business of climate change or the regulatory responses to it, although we recognize that they could be significant. The most direct impacts are likely to be an increase in energy costs, which would increase our operating costs (through increased utility and transportation costs) and an increase in the costs of the products we purchase from others. In addition, increased energy costs for our customers could impact demand for our equipment. It is too soon for us to predict with any certainty the ultimate impact of additional regulation, either directionally or quantitatively, on our overall business, results of operations or financial condition.

Our international operations also are subject to environmental laws, as well as various other national and local laws, in the countries in which we manufacture and sell our products. We believe that we are in compliance with these laws in all material respects and that the cost of compliance with these laws in the future will not have a materially adverse effect on us.

Regulation and Government Policy

Domestic and foreign political developments and government regulations and policies directly affect the agricultural industry in the United States and abroad and indirectly affect the agricultural equipment business. The application, modification or adoption of laws, regulations or policies could have an adverse effect on our business.

We are subject to various federal, statehave manufacturing facilities or other physical presence in approximately 32 countries and local laws affectingsell our business, as well asproducts in more than 150 countries. This subjects us to a varietyrange of trade, product, foreign exchange, employment, tax and other laws and regulations, relatingin addition to such matters as working conditionsthe environmental regulations discussed previously, in a significant number of jurisdictions. Many jurisdictions and product safety. Aa variety of laws regulate ourthe contractual relationships with our dealers. These laws impose substantive standards on the relationships between us and our dealers, including events of default, grounds for termination, non-renewal of dealer contracts and equipment repurchase requirements. Such laws could adversely affect our ability to terminate our dealers.

In addition, each of the jurisdictions within which we operate or sell products has an important interest in the success of its agricultural industry and the consistency of the availability of reasonably priced food sources. These interests result in active political involvement in the agricultural industry, which, in turn, can impact our business in a variety of ways.

Employees

As of December 31, 2013,2016, we employed approximately 22,10019,800 employees, including approximately 5,8004,500 employees in the United States and Canada. A majority of our employees at our manufacturing facilities, both domestic and international, are represented by collective bargaining agreements and union contracts with terms that expire on varying dates. We currently do not expect any significant difficulties in renewing these agreements.

5



Available Information
Our Internet address is www.agcocorp.com. We make the following reports filed by us available, free of charge, on our website under the heading “SEC Filings” in our website’s “Investors” section located under “Company”:section:
annual reports on Form 10-K;
quarterly reports on Form 10-Q;
current reports on Form 8-K;
proxy statements for the annual meetings of stockholders; 
reports on Form SD; and
Forms 3, 4 and 5

The foregoingThese reports are made available on our website as soon as practicable after they are filed with the Securities and Exchange Commission (“SEC”).


7



We also provide corporate governance and other information on our website. This information includes:
charters for the standing committees of our board of directors, which are available under the heading “Committee“Charters of the Committees of the Board” in the “Governance, Committees, & Charters” insection of the “Corporate Governance” section of our website’s “About AGCO” sectionwebsite located under “Company;“Investors,” and
our Global Code of Conduct, which is available under the heading “Code“Global Code of Conduct” in the “Corporate Governance” section of our website’s “About AGCO” sectionwebsite located under “Company.“Investors.

In addition, in the event of any waivers of our Global Code of Conduct, those waivers will be available under the heading “Office of Ethics and Compliance” in the “Corporate Governance” section of our website’s “About AGCO” section located under “Company.”website.

Financial Information on Geographical Areas

For financial information on geographicgeographical areas, see Note 13 to15 of our Consolidated Financial Statements contained in this Form 10-KItem 8, “Financial Statements and Supplementary Data,” under the caption “Segment Reporting,” which information is incorporated herein by reference.


86



Item 1A.    Risk Factors

We make forward-looking statements in this report, in other materials we file with the SEC or otherwise release to the public and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, products, manufacturing facilities, legal proceedings, financial condition, future financial performance (including growth and earnings) and demand for our products and services, and other statements of our plans, belief,beliefs or expectations, including the statements contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding net sales, industry conditions, currency translation impacts, pricing impacts, market demand, farm incomes, commoditiesweather conditions, commodity prices, market share improvements, government financing programs, general economic conditions, availability of financing, net sales, working capital, capital expenditure and debt service requirements, gross margin improvements, market expansion andmargins, production volumes, cost reduction initiatives, investments in product development, reserves for loan losses, engineering expenditures, compliance with financial covenants, support of lenders, recovery of amounts under guarantee, uncertain income tax provisions, funding of our pension and postretirement benefit plans, conversion features of our notes, or realization of net deferred tax assets, are forward-looking statements. The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks and other factors that could cause actual results to differ materially from those suggested by thesethe forward-looking statements. These factors include, among others, those set forth below and in the other documents that we file with the SEC. There also are other factors that we may not describe, generally because we currently do not perceive them to be material, that could cause actual results to differ materially from our expectations.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Our financial results depend entirely upon the agricultural industry, and factors that adversely affect the agricultural industry generally, including declines in the general economy, increases in farm input costs, weather conditions, lower commodity prices and changes in the availability of credit for our retail customers, will adversely affect us.

Our success depends heavilyentirely on the vitality of the agricultural industry. Historically, the agricultural industry, including the agricultural equipment business, has been cyclical and subject to a variety of economic factors, governmental regulations and legislation, and weather conditions.other factors. Sales of agricultural equipment generally are related to the economic health of the agricultural industry, which is affected by farm income, farm input costs, debt levels and land values, all of which reflect levels of commodity prices, acreage planted, crop yields, agricultural product demand, including crops used as renewable energy sources, government policies and government subsidies. Sales also are influenced by economic conditions, interest rate and exchange rate levels, and the availability of retail financing. Trends in the industry, such as farm consolidations, may affect the agricultural equipment market. In addition, weather conditions, such as floods, heat waves or droughts, and pervasive livestock or crop diseases can affect farmers’ buying decisions. Downturns in the agricultural industry due to these or other factors, which could vary by market, and are likely to result in decreases in demand for agricultural equipment, which would adversely affect our sales, growth, results of operations and financial condition. Moreover, the unpredictable nature of many of these factors and the resulting volatility in demand makesmake it difficult for us to accurately predict sales and optimize production. This, in turn, can result in higher costs, including inventory carrying costs and underutilized manufacturing capacity. During previous downturns in the farm sector, we experienced significant and prolonged declines in sales and profitability, and we expect our business to remain subject to similar market fluctuations in the future.

The agricultural equipment industry is highly seasonal, and seasonal fluctuations significantly impact results of operations and cash flows.

The agricultural equipment business is highly seasonal, which causes our quarterly results and our available cash flow to fluctuate during the year. Farmers generally purchase agricultural equipment in the Spring and Fall in conjunction with the major planting and harvesting seasons. In addition, the fourth quarter typically is a significant period for retail sales because of our customers’ year-end tax planning considerations, the increase in availability of funds from completed harvests and the timing of dealer incentives. Our net sales and income from operations historically have been the lowest in the first quarter and have increased in subsequent quarters as dealers anticipate increased retail sales in subsequent quarters.

Most of our sales depend on the availability of retail customers’customers obtaining financing, and any disruption in their ability to obtain financing, whether due to economic downturns or otherwise, will result in the sale of fewer products by us. In addition, the collectability of receivables that are created from our sales, as well as from such retail financing, is critical to our business.

Most retail sales of theour products that we manufacture are financed, either by ourAGCO Finance joint ventures with Rabobank or by a bank or other private lender. During 2013, ourOur AGCO Finance joint ventures, with Rabobank, which are controlled by Rabobank and are dependent upon Rabobank for financing

7



as well, financedfinance approximately 50%40% of the retail sales of our tractors and combines in

9



the markets where the joint ventures operate. Any difficulty by Rabobank in continuing to provide that financing, or any business decision by Rabobank as the controlling member not to fund the business or particular aspects of it (for example, a particular country or region), would require the joint ventures to find other sources of financing (which may be difficult to obtain), or would require us to find another source of retail financing for our customers, or our customers would be required to utilize other retail financing providers. In priorAs a result of the recent economic downturns,downturn, financing for capital equipment purchases generally has became more difficult in certain regions and, in some cases, was expensive to obtain. To the extent that financing is not available, or available only at unattractive prices, our sales would be negatively impacted.

In addition, bothBoth AGCO and our retail financeAGCO Finance joint ventures have substantial accounts receivable from dealers and retail customers, and we would both be adversely impacted if the collectability of these receivables was not consistent with historical experience; thisexperience. This collectability is dependent on the financial strength of the farm industry, which in turn is dependent upon the general economy and commodity prices, as well as several of the other factors discussed in this “Risk Factors” section. In addition, the AGCO Finance joint ventures may experience credit losses that exceed expectations and adversely affect their financial condition and results of operations. The finance joint ventures may also experience residual value losses that exceed expectations caused by lower pricing for used equipment and higher than expected returns at lease maturity. To the extent that defaults and losses are higher than expected, our equity in the net earnings of the finance joint ventures could be less, which could materially impact our financial results.

Our success depends on the introduction of new products, which requires substantial expenditures.

Our long-term results depend upon our ability to introduce and market new products successfully. The success of our new products will depend on a number of factors, including:
innovation;
customer acceptance;
the efficiency of our suppliers in providing component parts and of our manufacturing facilities in producing final products; and
the performance and quality of our products relative to those of our competitors.

As both we and our competitors continuously introduce new products or refine versions of existing products, we cannot predict the level of market acceptance or the amount of market share our new products will achieve. We have experienced delays in the introduction of new products in the past, and we cannot makeprovide any assurances that we will not experience delays in the future. Any delays or other problems with our new product launches will adversely affect our operating results. In addition, introducing new products can result in decreases in revenues from our existing products. Consistent with our strategy of offering new products and product refinements, we expect to continue to use a substantial amount of capitalfunding for product development and refinement. We may need more capitalfunding for product development and refinement than is readily available, to us, which could adversely affect our business, financial condition or results of operations.

Our expansion plans in emerging markets could entail significant risks.

Our strategies includestrategy includes establishing a greater manufacturing andand/or marketing presence in emerging markets such as China, Africa and Russia. In addition, we are growingexpanding our use of component suppliers in these markets. As we progress with these strategies,efforts, it will involve a significant investment of capital and other resources and entail various risks. These include risks attendant to obtaining necessary governmental approvals and the construction of the facilities in a timely manner and within cost estimates, the establishment of supply channels, the commencement of efficient manufacturing operations, and, ultimately, the acceptance of the products by our customers. While we expect the expansion to be successful, should we encounter difficulties involving these or similar factors, it may not be as successful as we anticipate.

We face significant competition and if we are unable to compete successfully against other agricultural equipment manufacturers, we would lose customers and our net sales and profitability would decline.

The agricultural equipment business is highly competitive, particularly in North America, Europe and South America. We compete with several large national and international companies that, like us, offer a full line of agricultural equipment. We also compete with numerous short-line and specialty manufacturers of agricultural equipment.our major markets. Our two key competitors, Deere & Company and CNH Industrial N.V., are substantially larger than we are and have greater financial and other resources. In addition, in some markets, we compete with smaller regional competitors with significant market share in a single country or group of countries. Our competitors may substantially increase the resources devoted to the development and marketing, including discounting, of products that compete with our products. In addition, competitive pressures in the

8



agricultural equipment business may affect the market prices of new and used equipment, which, in turn, may adversely affect our sales margins and results of operations.

We maintain an independent dealer and distribution network in the markets where we sell products. The financial and operational capabilities of our dealers and distributors are critical to our ability to compete in these markets. In addition, we

10



compete with other manufacturers of agricultural equipment for dealers. If we are unable to compete successfully against other agricultural equipment manufacturers, we could lose dealers and their end customers and our net sales and profitability may decline.

Rationalization or restructuring of manufacturing facilities, includingand plant expansions and system upgrades at our manufacturing facilities, may cause production capacity constraints and inventory fluctuations.

The rationalization of our manufacturing facilities has at times resulted in, and similar rationalizations or restructurings in the future may result in temporary constraints upon our ability to produce the quantity of products necessary to fill orders and thereby complete sales in a timely manner. In addition, system upgrades at our manufacturing facilities that impact ordering, production scheduling and other related manufacturing processes are complex, and could impact or delay production targets. A prolonged delay in our ability to fill orders on a timely basis could affect customer demand for our products and increase the size of our product inventories, causing future reductions in our manufacturing schedules and adversely affecting our results of operations. Moreover, our continuous development and production of new products will often involveinvolves the retooling of existing manufacturing facilities. This retooling may limit our production capacity at certain times in the future, which could adversely affect our results of operations and financial condition. In addition, the expansion and reconfiguration of existing manufacturing facilities, as well as the start up of new manufacturing operations in emerging markets, such as China and Russia, could increase the risk of production delays, as well as require significant investments of capital.

We depend on suppliers for components, parts and raw materials for our products, and any failure by our suppliers to provide products as needed, or by us to promptly address supplier issues, will adversely impact our ability to timely and efficiently manufacture and sell products. We also are subject to raw material price fluctuations, which can adversely affect our manufacturing costs.

Our products include components and parts manufactured by others. As a result, our ability to timely and efficiently manufacture existing products, to introduce new products and to shift manufacturing of products from one facility to another depends on the quality of these components and parts and the timeliness of their delivery to our facilities. At any particular time, we depend on many different suppliers, and the failure by one or more of our suppliers to perform as needed will result in fewer products being manufactured, shipped and sold. If the quality of the components or parts provided by our suppliers is less than required and we do not recognize that failure prior to the shipment of our products, we will incur higher warranty costs. The timely supply of component parts for our products also depends on our ability to manage our relationships with suppliers, to identify and replace suppliers that fail to meet our schedules or quality standards, and to monitor the flow of components and accurately project our needs. The shift from our existing suppliers to new suppliers, including suppliers in emerging markets in the future, also may impact the quality and efficiency of our manufacturing capabilities, as well as impact warranty costs. A significant increase in the price of any component or raw material could adversely affect our profitability. We cannot avoid exposure to global price fluctuations, such as occurred in the past with the costs of steel and related products, and our profitability depends on, among other things, our ability to raise equipment and parts prices sufficientlysufficient enough to recover any such material or component cost increases.

A majority of our sales and manufacturing take place outside the United States, and, as a result, we are exposed to risks related to foreign laws, taxes, economic conditions, labor supply and relations, political conditions and governmental policies.policies as well as U.S. laws governing who we sell to and how we conduct business. These risks may delay or reduce our realization of value from our international operations.

For the year ended December 31, 2013, we derived approximately $8,570.4 million, or 79%,A majority of our net sales are derived from sales outside the United States. The foreign countries in which we do the most significant amount of business are Germany, France, Brazil, the United Kingdom, Finland and Canada. In addition, we have significant manufacturing operations in France, Germany, Brazil, Italy and Finland and have established manufacturing operations in emerging markets, such as China. OurMany of our sales involve products that are manufactured in one country and sold in a different country and therefore, our results of operations and financial condition maywill be adversely affected by theadverse changes in laws, taxes and tariffs, trade restrictions, economic conditions, labor supply and relations, political conditions and governmental policies of the foreign countries in which we conduct business. Our business practices in these foreign countries must comply with U.S. law, including limitations on where and to whom we may sell products and the Foreign Corrupt Practices Act (“FCPA”). We have a compliance program in place designed to reduce the likelihood of potential violations of the FCPA,these laws, but

9



we cannot provide assurances that past violations have not occurred or that future violations will not occur. If significantSignificant violations were to occur, they could subject us to fines and other penalties as well as increased compliance costs. Some of our international operations also are, or might become, subject to various risks that are not present in domestic operations, including restrictions on dividends and the repatriation of funds. Foreign developing markets may present special risks, such as unavailability of financing, inflation, slow economic growth, price controls and compliancedifficulties in complying with U.S. regulations.


11



Domestic and foreign political developments and government regulations and policies directly affect the international agricultural industry, which affects the demand for agricultural equipment. If demand for agricultural equipment declines, our sales, growth, results of operations and financial condition maywill be adversely affected. The application, modification or adoption of laws, regulations, trade agreements or policies adversely affecting the agricultural industry, including the imposition of import and export duties and quotas, expropriation and potentially burdensome taxation, could have an adverse effect on our business. The ability of our international customers to operate their businesses and the health of the agricultural industry, in general, are affected by domestic and foreign government programs that provide economic support to farmers. As a result, farm income levels and the ability of farmers to obtain advantageous financing and other protections would be reduced to the extent that any such programs are curtailed or eliminated. Any such reductions likely would result in a decrease in demand for agricultural equipment. For example, a decrease or elimination of current price protections for commodities or of subsidy payments for farmers in the European Union, the United States, Brazil or elsewhere in South America could negatively impact the operations of farmers in those regions, and, as a result, our sales may decline if these farmers delay, reduce or cancel purchases of our products. In emerging markets, some of these (and other) risks can be greater than they might be elsewhere. In addition, in some cases, the financing provided by our joint ventures with Rabobank or by others is supported by a government subsidy or guarantee. The programs under which those subsidies and guarantees are provided generally are of limited duration and subject to renewal and contain various caps and other limitations. In some markets, for example Brazil, this support is quite significant. In the event the governments that provide this support elect not to renew these programs, and were financing not available on reasonable terms, whether through our joint ventures or otherwise, our sales would be negatively impacted.

As a result of the multinational nature of our business and the acquisitions that we have made over time, our corporate and tax structures are complex, with a significant portion of our operations being held through foreign holding companies. As a result, it can be inefficient, from a tax perspective, for us to repatriate or otherwise transfer funds, and we may be subject to a greater level of tax-related regulation and reviews by multiple governmental units than would companies with a more simplified structure. In addition, our foreign and U.S. operations routinely sell products to, and license technology to other operations of ours. The pricing of these intra-company transactions is subject to regulation and review as well. While we make every effort to comply with all applicable tax laws, audits and other reviews by governmental units could result in our being required to pay additional taxes, interest and penalties.

On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the E.U., commonly referred to as “Brexit.”  As a result of the referendum, it is expected that the British government will begin negotiating the terms of the U.K.’s future relationship with the E.U.  Although it is unknown what those terms will be, it is possible that there will be greater restrictions on imports and exports between the U.K. and E.U. countries, increased regulatory complexities, and increased currency volatility, any of which could adversely affect our operations and financial results.

We recently have experiencedcan experience substantial and sustained volatility with respect to currency exchange rate and interest rate changes, which can adversely affect our reported results of operations and the competitiveness of our products.

We conduct operations in a variety of currencies. Our production costs, profit margins and competitive position are affected by the strength of the currencies in countries where we manufacture or purchase goods relative to the strength of the currencies in countries where our products are sold. In addition, we are subject to currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenuesdenominate sales and to risks associated with translating the financial statements of our foreign subsidiaries from local currencies into United States dollars. Similarly, changes in interest rates affect our results of operations by increasing or decreasing borrowing costs and finance income. Our most significant transactional foreign currency exposures are the Euro, the Brazilian real and the Canadian dollar in relation to the United States dollar, and the Euro in relation to the British pound. Where naturally offsetting currency positions do not occur, we attempt to manage these risks by economically hedging some, but not necessarily all, of our exposures through the use of foreign currency forward exchange or option contracts. As with all hedging instruments, there are risks associated with the use of foreign currency forward exchange or option contracts, interest rate swap agreements and other risk management contracts. While the use of such hedging instruments provides us with protection for a finite period of time from certain fluctuations in currency exchange and interest rates, when we potentiallyhedge we forego part or all the benefits that might result from favorable fluctuations in currency exchange and interest rates. In addition, any default by the counterparties to these transactions could

10



adversely affect us. Despite our use of economic hedging transactions, currency exchange rate or interest rate fluctuations may adversely affect our results of operations, cash flow and financial condition.

We are subject to extensive environmental laws and regulations, including increasingly stringent engine emissions standards, and our compliance with, or our failure to comply with, existing or future laws and regulations could delay production of our products or otherwise adversely affect our business.

We are subject to increasingly stringent environmental laws and regulations in the countries in which we operate. These regulations govern, among other things, emissions into the air, discharges into water, the use, handling and disposal of hazardous substances, waste disposal and the remediation of soil and groundwater contamination. Our costs of complying with these or any other current or future environmental regulations may be significant. For example, the European Union and the United Statesseveral countries have adopted more stringent environmental regulations regarding emissions into the air, and it is possible that the U.S. Congressnew emissions-related legislation or regulations will pass emissions-related legislationbe adopted in connection with concerns regarding greenhouse gases. In addition, we may be subject to liability in connection with properties and businesses that we no longer own or operate. We may be adversely impacted by costs, liabilities or claims with respect to our operations under existing laws or those that may be

12



adopted in the future.future that could apply to both future and prior conduct. If we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines or sanctions, or we may not be able to sell our products and, therefore, our business and results of operations could be adversely affected.

In addition, the products that we manufacture or sell, particularly engines, are subject to increasingly stringent environmental regulations. As a result, on an ongoing basis we will likely incur increasedsignificant engineering expenses and capital expenditures to modify our products to comply with these regulations. Further, we may experience production delays if we or our suppliers are unable to design and manufacture components for our products that comply with environmental standards established by regulators.standards. For instance, as we are required to meet more stringent engine emission reduction standards including Tier 4 requirements, that are applicable to engines we manufacture or incorporate into our products, and we expect to meet these requirements through the introduction of new technology to our products, engines and exhaust after-treatment systems, as necessary. Failure to meet such requirements could materially affect our business and results of operations.

We are subject to recently adopted SEC disclosure obligations relating to “conflict minerals” (columbite-tantalite, cassiterite (tin), wolframite (tungsten) and gold) that are sourced from the Democratic Republic of Congo or adjacent countries. The first reports under these disclosure obligations are due to be filed with the SEC not later than May 2014.  Complying with these requirements has and will require us to incur additional costs, including the costs to determine the sources of any conflict minerals used in our products and to modify our processes or products, if required.  As a result, we may choose to modify the sourcing, supply and pricing of materials in our products.  In addition, we may face reputational and regulatory risks if the information that we receive from our suppliers is inaccurate or inadequate, or our process in obtaining that information does not fulfill the SEC’s requirements.  We have a formal policy with respect to the use of conflict minerals in our products that is intended to minimize, if not eliminate, conflict minerals sourced from the covered countries to the extent that we are unable to document that they have been obtained from conflict-free sources.

Our labor force is heavily unionized, and our contractual and legal obligations under collective bargaining agreements and labor laws subject us to the risks of work interruption or stoppage and could cause our costs to be higher.

Most of our employees, most notably at our manufacturing facilities, are subject to collective bargaining agreements and union contracts with terms that expire on varying dates. Several of our collective bargaining agreements and union contracts are of limited duration and, therefore, must be re-negotiated frequently. As a result, we incur various administrative expenses associated with union representation of our employees. Furthermore, we are at greater risk of work interruptions or stoppages than non-unionized companies, and any work interruption or stoppage could significantly impact the volume of products we have available for sale. In addition, collective bargaining agreements, union contracts and labor laws may impair our ability to reduce our labor costs by streamlining existing manufacturing facilities and inor restructuring our business because of limitations on personnel and salary changes and similar restrictions.

We have significant pension obligations with respect to our employees and our available cash flow may be adversely affected in the event that payments became due under any pension plans that are unfunded or underfunded. Declines in the market value of the securities used to fund these obligations result in increased pension expense in future periods.

A portion of our active and retired employees participate in defined benefit pension plans under which we are obligated to provide prescribed levels of benefits regardless of the value of the underlying assets, if any, of the applicable pension plan. To the extent that our obligations under a plan are unfunded or underfunded, we will have to use cash flow from operations and other sources to pay our obligations either as they become due or over some shorter funding period. In addition, since the assets that we already have provided to fund these obligations are invested in debt instruments and other securities,

11



the value of these assets varies due to market factors. Historically, these fluctuations have been significant and sometimes adverse, and there can be no assurances that they will not be significant in the future. We are also subject to laws and regulations governing the administration of our pension plans in certain countries, and the specific provisions, benefit formulas and related interpretations of such laws, regulations and provisions can be complex. Failure to properly administer the provisions of our pension plans and comply with applicable laws and regulations could have an adverse impact to our results of operations. As of December 31, 20132016, we had approximately $257.8 million insubstantial unfunded or underfunded obligations related to our pension and other postretirement health care benefits. See the notes to our Consolidated Financial Statements contained in Item 8 for more information regarding our unfunded or underfunded obligations.

Our business routinely is subject to claims and legal actions, some of which could be material.

We routinely are a party to claims and legal actions incidental to our business. These include claims for personal injuries by users of farm equipment, disputes with distributors, vendors and others with respect to commercial matters, and disputes with taxing and other governmental authorities regarding the conduct of our business. While these matters generally are not material, it is entirely possible that a matter will arise that is material to our business.


13

TableIn addition, we use a broad range of Contentstechnology in our products. We developed some of this technology, we license some of this technology from others, and some of the technology is embedded in the components that we purchase from suppliers. From time-to-time, third parties make claims that the technology that we use violates their patent rights. While to date none of these claims have been significant, we cannot provide any assurances that there will not be significant claims in the future or that currently existing claims will not prove to be more significant than anticipated.


We have a substantial amount of indebtedness, and, as a result, we are subject to certain restrictive covenants and payment obligations that may adversely affect our ability to operate and expand our business.

WeOur credit facility and certain other debt agreements have a substantial amount of indebtedness. As of December 31, 2013, we hadvarious financial and other covenants that require us to maintain certain total long-term indebtedness, including current portions of long-term indebtedness of approximately $1,250.2 million, total stockholders’ equity of approximately $4,044.8 milliondebt to EBITDA and a ratio of total indebtedness to equity of approximately 0.31 to 1.0. We also had short-term obligations of $336.1 million, capital lease obligations of $5.5 million, and unconditional purchase or other long-term obligations of $639.1 million.interest coverage ratios. In addition, the credit facility and certain other debt agreements contain other restrictive covenants such as the incurrence of indebtedness and the making of certain payments, including dividends, and are subject to acceleration in the event of default. If we had guaranteed indebtedness owedfail to third partiescomply with these covenants and are unable to obtain a waiver or amendment, an event of default would result.

If any event of default were to occur, our lenders could, among other things, declare outstanding amounts due and payable, and our retail finance joint venturescash may become restricted. In addition, an event of approximately $171.6 million, primarily related to dealer and end-user financingdefault or declaration of equipment.

Holders of our 11/4% convertible senior subordinated notes due 2036 may convert the notes if, during any fiscal quarter, the closing sales price of our common stock exceeds 120% of the conversion price of $40.44 per share for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. Future classification between current and long-term debt of our 11/4%convertible senior subordinated notes depends on the closing sales price of our common stock during future quarters. In the event the notes are converted in the future, we believe we will be able to repay the notes with available cash on hand, funds fromacceleration under our credit facility or a combinationcertain other debt agreements could also result in an event of these sources.default under our other financing agreements.

Our substantial indebtedness could have other important adverse consequences. For example, it could:consequences such as:
require
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;
increaseincreasing our vulnerability to general adverse economic and industry conditions;
limitlimiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
restrictrestricting us from introducingbeing able to introduce new products or pursuing business opportunities;
placeplacing us at a competitive disadvantage compared to our competitors that may have relatively less indebtedness; and
limit,limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds, pay cash dividends or engage in or enter into certain transactions.

Our business increasingly is subject to regulations relating to privacy and data protection, and if we violate any of those regulations or otherwise are the victim of a cyber attack, we could be subject toincur significant losses and liability.

Increasingly the United States, the European Union and other governmental entities are imposing regulations designed to protect the collection, maintenance and transfer of personal information. Other regulations govern the collection and transfer of financial data and data security generally. These regulations generally impose penalties in the event of violations. In addition, we also could be subject to cyber attacks that, if successful, could compromise our information technology systems and our ability to conduct business.

In addition, our business relies on the Internet as well as other electronic communications systems that, by their nature, may be subject to efforts by so-called “hackers” to either disrupt our business or steal data or funds. While we strive to maintain

12



customary protections against hackers, there can be no assurance that at some point a hacker will breach those safeguards and damage our business, possibly materially.

We may encounter difficulties in integrating businesses we acquire and may not fully achieve, or achieve within a reasonable time frame, expected strategic objectives and other expected benefits of the acquisitions.

We may at timesFrom time-to-time we seek to expand through acquisitions of other businesses. We would expect to realize strategic and other benefits as a result of our acquisitions, including, among other things, the opportunity to extend our reach in the agricultural industry and provide our customers with an even wider range of products and services. However, it is impossible to predict with certainty whether, or to what extent, these benefits will be realized or whether we will be able to integrate acquired businesses in a timely and effective manner. For example:

the costs of integrating acquired businesses and their operations may be higher than we expect and may require significant attention from our management;
the businesses we acquire may have undisclosed liabilities, such as environmental liabilities or liabilities for violations of laws, such as the FCPA, that we did not expect; and

our ability to successfully carry out our growth strategies for acquired businesses will be affected by, among other things, our ability to maintain and enhance our relationships with their existing customers, our ability to provide

14



additional product distribution opportunities to them through our existing distribution channels, changes in the spending patterns and preferences of customers and potential customers, fluctuating economic and competitive conditions and our ability to retain their key personnel.

Our ability to address these issues will determine the extent to which we are able to successfully integrate, develop and grow acquired businesses and to realize the expected benefits of these transactions. Our failure to do so could have a material adverse effect on our revenues, operating results and financial condition following the transactions.

Changes to United States tax, tariff and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.

Leading up to and following the recent United States presidential election there have been discussions and commentary regarding potential significant changes to United States trade policies, treaties, tariffs and taxes.  Although it changes from period to period, we generally have substantial imports into the United States of products and components that are either produced in our foreign locations or are purchased from foreign suppliers, and also have substantial exports of products and components that we manufacture in the United States.  The impact of any changes to current trade, tariff or tax policies relating to imports and exports of goods is dependent on factors such as the treatment of exports as a credit to imports, and the introduction of any tariffs or taxes relating to imports from specific countries.   It is unclear what changes might be considered or implemented by the current administration, although any changes that increase the cost of international trade or otherwise impact the global economy could have a material adverse effect our business, financial condition and results of operations.

Item 1B.    Unresolved Staff Comments

Not applicable.


1513



Item 2.        Properties

Our principal manufacturing locations and/or properties as of January 31, 2014,2017, were as follows:
Location Description of Property 
Leased
(Sq. Ft.)
 
Owned
(Sq. Ft.)
United States:      
Batavia, Illinois Parts Distribution 310,200
  
Beloit, Kansas Manufacturing  
 230,000
Duluth, Georgia Corporate Headquarters 125,000
  
Hesston, Kansas Manufacturing  
 1,445,300
Assumption, Illinois Manufacturing/Sales and Administrative Office   933,900
Taylorville, Illinois Manufacturing 236,000
  
Paris, Illinois Manufacturing  
 243,200
Newton, Illinois Manufacturing   131,100
Flora, Illinois Manufacturing   182,800
Bremen, Alabama Manufacturing/Sales Office 169,500
  
Jackson, Minnesota Manufacturing 287,000
 706,000
Wahpeton, North Dakota(1)
 Manufacturing 353,400
  
Kansas City, Missouri Parts Distribution/Warehouse 612,800
  
International:    
  
Neuhausen, Switzerland Regional Headquarters 20,200
  
Stoneleigh, United Kingdom Sales and Administrative Office 85,000
  
Desford, United Kingdom Parts Distribution 79,000
  
Exeter, United Kingdom Parts Distribution/Administrative Office  
 107,700
Beauvais, France(2)
 Manufacturing  
 1,263,100
Ennery, France Parts Distribution  
 460,600
Marktoberdorf, Germany Manufacturing 130,300
 1,440,000
Baumenheim, Germany Manufacturing 76,000
 774,000
Hohenmölsen, Germany Manufacturing  
 393,600
Feucht, Germany Manufacturing   18,000
Breganze, Italy Manufacturing   1,096,500
Linnavuori, Finland Manufacturing  
 386,700
Suolahti, Finland Manufacturing/Parts Distribution  
 550,900
Sunshine, Victoria, Australia Regional Headquarters/Parts Distribution  
 94,600
Randers, Denmark(3)
 Engineering Office   143,400
General Rodrigues, Argentina Manufacturing   100,000
Canoas, Rio Grande do Sul, Brazil Regional Headquarters/Manufacturing  
 615,300
Marau, Rio Grande do Sul, Brazil Manufacturing/Sales Office   156,200
Santa Rosa, Rio Grande do Sul, Brazil Manufacturing  
 481,500
Mogi das Cruzes, Brazil Manufacturing  
 727,400
Ibirubá, Rio Grande do Sul, Brazil Manufacturing  
 145,300
Ribeirao Preto, São Paulo, Brazil Manufacturing   149,700
Jundiaí, São Paulo, Brazil Parts Distribution 191,800
  
Queretaro, Mexico Assembly 4,800
 33,000
Changzhou, China Manufacturing 449,300
  
Daqing, China Manufacturing 104,400
  
Yanzhou, China Manufacturing   852,600
Penang, Malaysia Manufacturing/Sales Office 118,300
  
Location Description of Property 
Leased
(Sq. Ft.)
 
Owned
(Sq. Ft.)
United States:      
Assumption, Illinois Manufacturing/Sales and Administrative Office   933,900
Batavia, Illinois Parts Distribution 310,200
  
Duluth, Georgia Corporate Headquarters 159,000
  
Hesston, Kansas Manufacturing  
 1,461,800
Jackson, Minnesota Manufacturing 62,300
 986,400
International:    
  
Beauvais, France(1)
 Manufacturing 14,300
 1,258,700
Breganze, Italy Manufacturing   1,562,000
Ennery, France Parts Distribution 1,197,300
 360,300
Linnavuori, Finland Manufacturing 16,600
 396,300
Marktoberdorf, Germany Manufacturing 115,500
 1,472,000
Stockerau, Austria Manufacturing   160,700
Thisted, Denmark Manufacturing 133,200
 295,300
Suolahti, Finland Manufacturing/Parts Distribution 48,100
 553,000
Canoas, Brazil Regional Headquarters/Manufacturing  
 1,120,000
Mogi das Cruzes, Brazil Manufacturing  
 727,200
Santa Rosa, Brazil Manufacturing  
 512,200
Changzhou, China Manufacturing 241,100
 767,000

(1)This property is related to our AGCO-Amity joint venture, of which we own a 50% interest.
(2)Includes our joint venture, GIMA, in which we own a 50% interest.
(3)This property is currently being marketed for sale.

We consider each of our facilities to be in good condition and adequate for its present use. We believe that we have sufficient capacity to meet our current and anticipated manufacturing requirements.

1614



Item 3.        Legal Proceedings

On June 27, 2008,The Environmental Protection Agency of Victoria, Australia (“EPA”) has provided our Australian subsidiary with a draft notice that the RepublicEPA is considering issuing to our subsidiary regarding remediation of Iraq filedcontamination of a civil actionproperty located in federal courta suburb of Melbourne, Australia. The property was owned and divested by our subsidiary before our subsidiary was acquired by us.  Our Australian subsidiary is in the Southern Districtprocess of New York, Case No. 08 CIV 59617, naming as defendants one of our French subsidiaries and two of our other foreign subsidiaries that participatedreviewing the claims contained in the United Nations Oil for Food Program (the “Program”). Ninety-one other entities or companies also were named as defendants in the civil action due to their participation in the Program. The complaint purports to assert claims against each of the defendants seeking damages in an unspecified amount. On February 6, 2013, the federal court dismissed the complaint with prejudice. The plaintiff has appealed the decision and the appellate process is ongoing. Although we intend to vigorously defend against this action, it is not possible atdraft notice.  At this time, we are not able to predictdetermine whether our subsidiary might have any liability, or, the outcomenature and cost of this action or its impact, if any on us, although if the outcome was adverse, we could bepossible required to pay damages.

On October 30, 2012, a third-party complaint was filed in federal court in the Southern District of Texas, Case No. 09 CIV 03884, naming as defendants one of our French subsidiaries and two of our other foreign subsidiaries. Sixty other entities or companies also were named as third-party defendants. The complaint asserts claims against the defendants, certain of which are also third-party plaintiffs, seeking unspecified damages arising from their participation in the Program. The third-party plaintiffs seek contribution from the third-party defendants. On February 12, 2014, the federal court dismissed the third-party complaint with prejudice. The appeals period has not expired. Although we intend to vigorously defend against this action, it is not possible at this time to predict the outcome of the action or its impact, if any, on us, although if the outcome was adverse, we could be required to pay damages.remediation. 

In August 2008, as part of a routine audit, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of our Brazilian operations and the related transfer of certain assets to our Brazilian subsidiaries. The amount of the tax disallowance through December 31, 2013,2016, not including interest and penalties, was approximately 131.5 million Brazilian reais (or approximately $55.7$40.4 million). The amount ultimately in dispute will be greater because of interest and penalties. We have been advised by our legal and tax advisors that our position with respect to the deductions is allowable under the tax laws of Brazil. We are contesting the disallowance and believe that it is not likely that the assessment, interest or penalties will be required to be paid. However, the ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which could take several years.

We are a party to various other legal claims and actions incidental to our business. We believe that none of these claims or actions, either individually or in the aggregate, is material to our business or financial statements as a whole, including our results of operations and financial condition.

Item 4.        Mine Safety Disclosures

Not Applicable.


1715



PART II

Item 5.Market Forfor Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
Our common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol AGCO. As of the close of business on February 14, 2014,24, 2017, the closing stock price was $52.10,$61.73, and there were 376338 stockholders of record (this number does not include stockholders who hold their stock through brokers, banks and other nominees). The following table sets forth, for the periods indicated, the high and low sales prices for our common stock for each quarter within the last two years, as reported on the NYSE, as well as the amount of the dividend paid.
High Low DividendHigh Low Dividend
2013 
  
  
2016     
First Quarter$55.15
 $49.07
 $0.10
$53.35
 $42.40
 $0.13
Second Quarter56.83
 47.29
 0.10
56.00
 44.68
 0.13
Third Quarter61.88
 49.63
 0.10
50.21
 45.47
 0.13
Fourth Quarter64.60
 56.31
 0.10
61.22
 48.78
 0.13

High Low DividendHigh Low Dividend
2012 
  
  
2015     
First Quarter$54.00
 $44.11
 $
$50.95
 $42.07
 $0.12
Second Quarter51.25
 38.09
 
57.26
 46.13
 0.12
Third Quarter48.00
 40.29
 
57.90
 43.22
 0.12
Fourth Quarter49.90
 42.48
 
51.73
 41.91
 0.12

Dividend Policy

On January 24, 2013, our Board of Directors approved the initiation of quarterly cash dividends to our stockholders. A quarterly dividend of $0.10 per common share was paid to each of our stockholders each quarter during 2013. On January 24, 2014,26, 2017, our Board of Directors approved an increase in our quarterly dividend from $0.10$0.13 per share to $0.11$0.14 per share beginning in the first quarter of 2014.2017. Future dividends will be subject to our Board of Directors’ approval. We cannot provide any assurance that we will continue to pay dividends in the future. Although we are in compliance with all provisions of our debt agreements, both our credit facility and the indenture governing our senior subordinated notes and term loanloans contain restrictions on our ability to pay dividends in certain circumstances. Refer to Note 9 of our Consolidated Financial Statements for further information.

16

Table of Contents


Issuer Purchases of Equity Securities

In July 2012, our Board of Directors approved a share repurchase program under which we can repurchase upThe table below sets forth information with respect to $50.0 million shares of our common stock. This share repurchase program does not have an expiration date. In December 2013, our Board of Directors approved an additional share repurchase program under which we can repurchase up to $500.0 million sharespurchases of our common stock through an expiration datemade by or on behalf of June 2015. We did not repurchase any shares of our common stockus during the fourth quarter of 2013. As ofthree months ended December 31, 2013, $531.4 million of our common stock was authorized to be repurchased through open market or private negotiated transactions. Refer to Note 8 to our Consolidated Financial Statements for further information regarding these programs.2016:
Period Total Number of Shares Purchased Average Price Paid per Share 
Total Number of Shares Purchased as Part of Publicly Announced Plans
or Programs(1)
 
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(1)(2)(3)
October 1, 2016 through
   October 31, 2016
 
 $
 
 $73.9
November 1, 2016 through
   November 30, 2016 (2)(3)
 804,482
 $50.95
 804,482
 $31.4
December 1, 2016 through
   December 31, 2016
 
 $
 
 $331.4
Total 804,482
 $50.95
 804,482
 $331.4

(1)In December 2016, our Board of Directors approved a new share repurchase authorization under which we can repurchase an additional $300.0 million of shares of our common stock through December 2019.

(2)In August 2016, we entered into an accelerated share repurchase (“ASR”) agreement with a third-party financial institution to repurchase $50.0 million of shares of our common stock. The ASR agreement resulted in the initial delivery of 851,426 shares of our common stock, representing 80% of the shares expected to be repurchased in connection with the transaction. In November 2016, the remaining 165,624 shares under the ASR agreement were delivered. As reflected in the table above, the average price paid per share for the ASR agreement was the volume-weighted average stock price of our common stock over the term of the ASR agreement. Refer to Note 9 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for a further discussion of this matter.

(3)In November 2016, we entered into an ASR agreement with a third-party financial institution to repurchase $42.5 million of shares of our common stock. The ASR agreement resulted in the initial delivery of 638,858 shares of our common stock, representing 80% of the shares expected to be repurchased in connection with the transaction. In February 2017, the remaining 70,464 shares under the ASR agreement were delivered. The average price paid per share for the ASR agreement reflected in the table above was derived using the fair market value of the shares on the date the initial 638,858 shares were delivered. The amount that may yet be purchased under our share repurchase programs, as presented in the above table, was reduced by the entire $42.5 million payment. Refer to Note 9 of our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for a further discussion of this matter.





1817

Table of Contents


Item 6.          Selected Financial Data

The following tables present our selected consolidated financial data. The data set forth below should be read together with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical Consolidated Financial Statements and the related notes. The Consolidated Financial Statements as of December 31, 20132016 and 20122015 and for the years ended December 31, 2013, 20122016, 2015 and 20112014 and the reports thereon are included in Item 8, “Financial Statements and Supplementary Data,” in this Form 10-K. The historical financial data may not be indicative of our future performance.

 Years Ended December 31, Years Ended December 31,
 2013 2012 2011 2010 2009 2016 2015 2014 2013 2012
 (In millions, except per share data) (In millions, except per share data)
Operating Data:  
  
  
  
  
  
  
  
  
  
Net sales $10,786.9
 $9,962.2
 $8,773.2
 $6,896.6
 $6,516.4
 $7,410.5
 $7,467.3
 $9,723.7
 $10,786.9
 $9,962.2
Gross profit 2,390.6
 2,123.2
 1,776.1
 1,258.7
 1,071.9
 1,515.5
 1,560.6
 2,066.3
 2,390.6
 2,123.2
Income from operations 900.7
 693.2
 610.3
 324.2
 218.7
 288.4
 361.1
 646.5
 900.7
 693.2
Net income 592.3
 516.4
 585.3
 220.2
 135.4
 160.2
 264.0
 404.2
 592.3
 516.4
Net loss (income) attributable to noncontrolling interests 4.9
 5.7
 (2.0) 0.3
 0.3
Net (income) loss attributable to noncontrolling interests (0.1) 2.4
 6.2
 4.9
 5.7
Net income attributable to AGCO Corporation and subsidiaries $597.2
 $522.1
 $583.3
 $220.5
 $135.7
 $160.1
 $266.4
 $410.4
 $597.2
 $522.1
Net income per common share — diluted(1)
 $6.01
 $5.30
 $5.95
 $2.29
 $1.44
 $1.96
 $3.06
 $4.36
 $6.01
 $5.30
Cash dividends declared and paid per common share $0.40
 $
 $
 $
 $
 $0.52
 $0.48
 $0.44
 $0.40
 $
Weighted average shares outstanding — diluted(1)
 99.4
 98.6
 98.1
 96.4
 94.1
 81.7
 87.1
 94.2
 99.4
 98.6

 As of December 31, As of December 31,
 2013 2012 2011 2010 2009 2016 2015 2014 2013 2012
 (In millions, except number of employees) (In millions, except number of employees)
Balance Sheet Data:  
  
  
  
  
  
  
  
  
  
Cash and cash equivalents $1,047.2
 $781.3
 $724.4
 $719.9
 $651.4
 $429.7
 $426.7
 $363.7
 $1,047.2
 $781.3
Total assets(1) 8,438.8
 7,721.8
 7,257.2
 5,436.9
 4,998.9
 7,168.4
 6,497.7
 7,364.5
 8,390.2
 7,693.3
Total long-term debt, excluding current portion 938.5
 1,035.6
 1,409.7
 443.0
 454.0
 1,610.0
 925.2
 993.3
 932.9
 1,028.7
Stockholders’ equity 4,044.8
 3,481.5
 3,031.2
 2,659.2
 2,394.4
 2,837.2
 2,883.3
 3,496.9
 4,044.8
 3,481.5
Other Data:  
  
  
  
  
  
  
  
  
  
Number of employees 22,111
 20,320
 19,294
 14,740
 14,456
 19,795
 19,588
 20,828
 22,111
 20,320

(1)
Our 1In 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-03 1/4%convertible senior subordinated notes potentially will impactSimplifying the dilutionPresentation of weighted shares outstanding forDebt Issuance Costs” (“ASU 2015-03”), which requires the excess conversion value usingpresentation of debt issuance costs in the treasury stock method.balance sheet as a direct deduction from the carrying amount of the related debt liability instead of a deferred charge (an asset). The requirements of ASU 2015-03 have been applied retrospectively to all periods presented.



1918



Item 7.        Managements Discussion and Analysis of Financial Condition and Results of Operations

We are a leading manufacturer and distributor of agricultural equipment and related replacement parts throughout the world. We sell a full range of agricultural equipment, including tractors, combines, self-propelled sprayers, hay tools, forage equipment, seeding and tillage equipment, implements, and grain storage and protein production systems. Our products are widely recognized in the agricultural equipment industry and are marketed under a number of well-known brand names, including: Challenger®, Fendt®, GSI®, Massey Ferguson®, and Valtra®. We distribute most of our products through a combination of approximately 3,100over 3,000 dealers and distributors as well as associates and licensees. In addition, we provide retail financing through our retail finance joint ventures with Rabobank.

Results of OperationsFinancial Highlights

We sell our equipment 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 linked to 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.
    
The following table sets forth, for the periods indicated, the percentage relationship to net sales of certain items included in our Consolidated Statements of Operations:
Years Ended December 31,Years Ended December 31,
2013 (1)
 2012 
2011 (1)
2016 (1)
 
2015 (1)
 
2014 (1)
Net sales100.0% 100.0% 100.0 %100.0 % 100.0% 100.0%
Cost of goods sold77.8
 78.7
 79.8
79.5
 79.1
 78.7
Gross profit22.2
 21.3
 20.2
20.5
 20.9
 21.3
Selling, general and administrative expenses10.1
 10.5
 9.9
11.7
 11.4
 10.2
Engineering expenses3.3
 3.2
 3.1
4.0
 3.8
 3.5
Impairment charge
 0.2
 
Restructuring expenses0.2
 0.3
 0.5
Amortization of intangibles0.4
 0.5
 0.2
0.7
 0.6
 0.4
Income from operations8.4
 6.9
 7.0
3.9
 4.8
 6.6
Interest expense, net0.5
 0.6
 0.4
0.7
 0.6
 0.6
Other expense, net0.4
 0.3
 0.2
0.4
 0.5
 0.5
Income before income taxes and equity in net earnings of affiliates7.4
 6.0
 6.4
2.8
 3.7
 5.5
Income tax provision2.4
 1.4
 0.3
1.2
 1.0
 1.9
Income before equity in net earnings of affiliates5.0
 4.6
 6.1
1.5
 2.8
 3.6
Equity in net earnings of affiliates0.4
 0.5
 0.6
0.6
 0.8
 0.5
Net income5.5
 5.1
 6.7
2.2
 3.5
 4.2
Net loss (income) attributable to noncontrolling interests
 0.1
 
Net loss attributable to noncontrolling interests
 
 0.1
Net income attributable to AGCO Corporation and subsidiaries5.5% 5.2% 6.6 %2.2 % 3.6% 4.2%

(1)Rounding may impact summation of amounts.

20132016 Compared to 20122015

Net income attributable to AGCO Corporation and subsidiaries for 20132016 was $597.2$160.1 million,, or $6.01$1.96 per diluted share, compared to net income for 20122015 of $522.1$266.4 million,, or $5.30$3.06 per diluted share.

Net sales for 20132016 were approximately $10,786.9$7,410.5 million, or 8.3% higher0.8% lower than 2012,2015, primarily due to sales increases in all of our geographical segments, partially offset bycontinued weakening global market conditions and the unfavorable impact of currency translation. Income from operations was $900.7$288.4 million in 20132016 compared to $693.2$361.1 million in 2012.2015. The increasedecrease in income from operations during 20132016 was a result of the increase in netdecreased production levels, a weaker sales as well as improved gross margins resulting from factory efficiencymix and cost controlnegative currency translation impacts.

2019



initiatives, favorable pricing and relatively low levels of material cost inflation. Higher engineering expenses associated with new product development and engine emission requirements partially offset gross margin improvements.

In our North America region,Regionally, income from operations increasedin North American and South American regions decreased approximately $66.0$84.3 million and $14.5 million, respectively, in 20132016 compared to 2012, primarily due to higher net2015. Lower sales and production volumes, a favorable salesweaker product mix and margin improvement initiatives.other cost increases contributed to a reduction in income from operations in North America. In South America, lower margins due primarily to material cost inflation and the negative impact of currency translation adversely impacted income from operations. Income from operations in our South American region increased approximately $51.1 million in 2013 compared to 2012, primarily due to higher sales volumes and the benefit of cost-reduction initiatives. In our Europe/Africa/Middle East (“EAME”), and the Asia/Pacific region income from operations increased approximately $83.3$1.0 million and $39.0 million, respectively, in 20132016 compared to 2012, primarily due to higher net sales and improved factory efficiencies, partially offset by higher engineering expenses.2015. Income from operations in EAME benefited from higher net sales but was negatively impacted by unfavorable currency translation impacts. In the Asia/Pacific region, decreased approximately $9.7 millionoperating results were bolstered by the significant growth in 2013 compared to 2012, as a result of increased manufacturing start-up costs and market development expenses in China, which offset the benefit of increasednet sales in the region.region as well as increased small tractor production levels in China.

Retail SalesIndustry Market Conditions

WorldwideA record grain harvest in the U.S., combined with healthy crop production across Europe and South America, resulted in increased global grain inventories and low soft commodity prices during 2016. As a result, deteriorating farm economics negatively impacted both farmer sentiment and industry equipment demand for farm equipment was relatively stable during 2013 in mostall major markets compared to 2012. Crop production improved to more normal levels and farm income remained relatively high across most of the developed farm markets during 2013. Improved yields inmarkets. In North America, industry demand declined during 2016, particularly in the row crop and high levelsprofessional hay producer sectors, with significantly lower industry retail sales of farm income supported industry sales. Favorable exchangehigh-horsepower tractors, combines, sprayers, and financing rates, improved weather conditionsgrain storage and attractive commodity prices generated stronghandling equipment. Industry demand in South America. InAmerica stabilized throughout 2016. While market conditions in Brazil declined for the full year of 2016 compared to 2015, stronger farm fundamentals in the second half of the year helped to overcome previous weaknesses caused by political uncertainty and depressed economic conditions. Supportive government policies and improved crop production in Argentina also resulted in higher industry sales in that market. Industry retail demand was also lower in Western Europe favorable farm economicsduring 2016 as compared to 2015 levels. Difficult economic conditions for dairy producers and lower commodity prices in the arable farming sector negatively impacted demand across the region. Declines were most pronounced in France and Germany, supported industry demand, while market conditions remained softpartially offset by modest growth in the weather-impacted regions of the United KingdomFinland and parts of Northern Europe.Scandinavia.

In the United States and Canada, industry unit retail sales of tractors over 40 horsepower decreased approximately 10%, while industry unit retail sales of combines decreased approximately 21% in 2016 compared to 2015. Industry unit retail sales of lower horsepower tractors were stable, while unit retail sales declines of high horsepower tractors, sprayers and combines increased approximately 9% and 8%, respectively, in 2013 compared to 2012. Continued favorable farm economics resulted in the strength of retail sales, particularly for larger, high horsepower equipment.declined significantly. In South America, industry unit retail sales of tractors decreased approximately 6% in 2013 increased approximately 17%2016 compared to 2012.2015. Industry unit retail sales of tractors increased approximately 17% and 59% in Brazil and Argentina, respectively, during 2013 compared to 2012. Industry unit retail sales of combines in South America increased approximately 35%14% during 20132016 compared to 2012. In South America, supportive government financing programs in Brazil as well as favorable commodity prices and improved harvests all contributed to the market growth2015. Industry sales declines of tractors were most pronounced in Brazil and other South American markets, while industry sales increases of combines were principally in Brazil and Argentina. As previously discussed, a more favorable political landscape in the region in the second half of 2016 positively impacted market demand. In Western Europe, industry unit retail sales of tractors and combines decreased approximately 1%4% and 10%14%, respectively, in 20132016 compared to 2012. Growth2015. The most significant declines were in France was offset by declines in the United Kingdom and Finland due to poor weather conditions, while the German market remained relatively flat. Our net sales in our Asia/Pacific segment for 2013 were approximately 13% higher than 2012, primarily due to increases in China, East Asia and Australia.Germany.

Results of Operations

Net sales for 20132016 were $10,786.9$7,410.5 million compared to $9,962.2$7,467.3 million for 2012,2015, primarily due to the positive impacts ofsofter global market growth, partially offset byconditions and the unfavorable impact of foreign currency translation. Foreign currency translation negatively impacted net sales during 20132016 as compared to 20122015 by approximately $121.5$196.0 million, or 1.2%approximately 2.6%, primarily due to the weakening of the Euro and the Brazilian real, which was partially offsetreal. Acquisitions positively impacted net sales during 2016 as compared to 2015 by the strengthening of the Euro.approximately $173.2 million, or 2.3%. The following table sets forth, for the year ended December 31, 2013,2016, the impact to net sales of currency translation by geographical segment (in millions, except percentages):
    Change 
Change due to Currency
Translation
    Change 
Change due to Currency
Translation
2013 2012 $ % $ %2016 2015 $ % $ %
North America$2,757.8
 $2,584.4
 $173.4
 6.7% $(7.7) (0.3)%$1,807.7
 $1,965.0
 $(157.3) (8.0)% $(25.9) (1.3)%
South America2,039.7
 1,855.7
 184.0
 9.9% (220.2) (11.9)%917.5
 949.0
 (31.5) (3.3)% (72.2) (7.6)%
Europe/Africa/Middle East5,481.5
 5,073.7
 407.8
 8.0% 115.9
 2.3 %
EAME4,206.0
 4,151.3
 54.7
 1.3 % (90.0) (2.2)%
Asia/Pacific507.9
 448.4
 59.5
 13.3% (9.5) (2.1)%479.3
 402.0
 77.3
 19.2 % (7.9) (2.0)%
$10,786.9
 $9,962.2
 $824.7
 8.3% $(121.5) (1.2)%$7,410.5
 $7,467.3
 $(56.8) (0.8)% $(196.0) (2.6)%

Regionally, net sales in North America increased during 2013 compared to 2012, primarily as a result of improved industry demand. The most significant increases in sales were in high horsepower tractors, sprayers, implements and grain storage equipment. Excluding the negative impact of foreign currency translation, net sales were higher in Brazil and Argentina with growth mainly in high horsepower tractors, sprayers and grain storage equipment. In the EAME region, net sales increased in 2013 compared to 2012, with the largest net sales increases in France and Germany, partially offset by lower net sales in

2120



CentralRegionally, net sales in North America decreased during 2016 compared to 2015, with the most significant decreases in grain storage equipment, sprayers and Eastern Europe.hay tools, partially offset by net sales growth of low and mid-sized horsepower tractors. Net sales were lower in South America in 2016 compared to 2015. Higher net sales in Argentina were partially offset by lower net sales in Brazil and other South American markets. In the EAME region, net sales were relatively flat in 2016 compared to 2015, with growth in the United Kingdom and Scandinavia mostly offset by declines in France, Germany and Africa. In the Asia/Pacific region, net sales increased in 20132016 compared to 2012,2015, primarily due to neta significant growth in sales increases in China, East Asia and Australia.China. We estimate that worldwide average price increases were approximately 2%1.5% and 3%1.8% in 20132016 and 2012,2015, respectively. Consolidated net sales of tractors and combines, which consisted of approximately 66%61% of our net sales in 2013, increased2016, decreased approximately 10%1.0% in 20132016 compared to 2012.2015. Unit sales of tractors and combines increaseddecreased approximately 5%1.5% during 20132016 compared to 2012.2015. The unit sales increasedecrease and the increasedecrease in net sales can differ due to foreign currency translation, pricing and sales mix changes.

The following table sets forth, for the years ended December 31, 20132016 and 2012,2015, the percentage relationship to net sales of certain items included in our Consolidated Statements of Operations (in millions, except percentages):
2013 20122016 2015
$ 
% of
Net Sales
 $ 
% of
Net Sales
$ 
% of
Net Sales
 $ 
% of
Net Sales
Gross profit$2,390.6
 22.2% $2,123.2
 21.3%$1,515.5
 20.5% $1,560.6
 20.9%
Selling, general and administrative expenses1,088.7
 10.1% 1,041.2
 10.5%867.9
 11.7% 852.3
 11.4%
Engineering expenses353.4
 3.3% 317.1
 3.2%296.1
 4.0% 282.2
 3.8%
Impairment charge
 % 22.4
 0.2%
Restructuring expenses11.9
 0.2% 22.3
 0.3%
Amortization of intangibles47.8
 0.4% 49.3
 0.5%51.2
 0.7% 42.7
 0.6%
Income from operations$900.7
 8.4% $693.2
 6.9%$288.4
 3.9% $361.1
 4.8%

Gross profit as a percentage of net sales increaseddecreased during 20132016 compared to 2012,2015, primarily due to favorable pricing,lower production levels, a weaker product mix and other cost increases, including higher sales volume, lowwarranty expenses. The benefits from material cost inflationcontainment and purchasing and factory efficiency initiatives. Unit production of tractors and combines during 2013 wasproductivity initiatives helped to partially offset these negative impacts. Production hours decreased approximately 5% higher than 2012.during 2016 compared to 2015. We recorded approximately $2.3 million and $2.4 million of stock compensation expense of approximately $1.5 million and $0.9 million during 2016 and 2015, respectively, within cost of goods sold, during 2013 and 2012, respectively, as is more fully explained in Note 1 to10 of our Consolidated Financial Statements.

Selling, general and administrative expenses (“SG&A expenses”) and engineering expenses both increased in dollars and as a percentage of net sales decreased slightly during 20132016 compared to 2012,2015. The increases in SG&A and engineering expenses were primarily duethe result of acquisitions during 2016. Engineering expenses also increased during 2016 to the increasesupport investments in net sales, which was partially offset byfuture new market expansion expenses.product introductions. We recorded approximately $32.6 million and $34.6 million of stock compensation expense of approximately $16.9 million and $11.6 million during 2016 and 2015, respectively, within SG&A expenses, during 2013 and 2012, respectively, as is more fully explained in Note 1 to10 of our Consolidated Financial Statements. Engineering

We recorded restructuring expenses increasedof approximately $11.9 million and $22.3 million during 2013 compared2016 and 2015, respectively. The restructuring expenses recorded in 2016 and 2015 primarily related to 2012, primarily due to increased investment levels for new product developmentseverance and related costs to meet new engine emission standardsassociated with the rationalization of employee headcount at various manufacturing facilities and administrative offices located in Europe, China, South America and the United States and Europe.States.

Interest expense, net was $58.0$52.1 million for 20132016 compared to $57.6$45.4 million for 2012, which is more fully explained in2015. The increase was primarily due to higher outstanding indebtedness. See “Liquidity and Capital Resources.”Resources” for further information.

Other expense, net was $40.1$31.4 million in 20132016 compared to $34.8$36.3 million in 2012. Other expenses net increased during 2013 compared to 2012,2015. The decrease was primarily due to increasedlower foreign exchange losses on sales of receivables.in 2016 as compared to 2015. Losses on sales of receivables, primarily underrelated to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and Brazil, were approximately $25.6$19.5 million and $21.8$18.8 million in 20132016 and 2012,2015, respectively.

We recorded an income tax provision of $258.5$92.2 million in 20132016 compared to $137.9$72.5 million in 2012.2015. Our tax provision and effective tax rate is impacted by the differing tax rates of the various tax jurisdictions in which we operate, permanent differences for items treated differently for financial accounting and income tax purposes and for losses in jurisdictions where no income tax benefit is recorded. Our 2012 incomeDuring 2016, we also recorded a non-cash deferred tax rate provision (as reconciled in Note 5adjustment to our Consolidated Financial Statements) included the usageestablish a valuation

21



allowance resulting from income generated in the United States during 2012. The 2012 income tax provision also included a reversal of approximately $13.8 million of the remaining valuation allowance previously established against our U.S. net deferred income tax assets and the recognition of certain U.S. research and development tax credits of approximately $13.1 million.

assets. A valuation allowance is established when it is more likely than not that some portion or all of a company’s deferred tax assets will not be realized. We assessed the likelihood that our deferred tax assets would be recovered from estimated future taxable income and available income tax planning strategies. At December 31, 20132016 and 2012,2015, we had gross deferred tax assets of $423.2$447.4 million and $478.0$390.0 million, respectively, including $69.7$85.5 million and $94.9$74.0 million, respectively, related to net operating loss carryforwards. At December 31, 2013,2016, we had total valuation allowances as an offset to theour gross deferred tax assets of $77.2$116.0 million, primarily related towhich included allowances against net operating loss carryforwards in Brazil, China, Russia and Russia.the Netherlands, as well as allowances against our net deferred taxes in the U.S., as previously discussed. At December 31,

22



2012, 2015, we had total valuation allowances as an offset to the gross deferred tax assets of approximately $74.5$75.8 million, primarily related to net operating loss carryforwards in Brazil, Switzerland, China, Russia and Russia.the Netherlands. Realization of the remaining deferred tax assets as of December 31, 20132016 will depend on generating sufficient taxable income in future periods, net of reversing deferred tax liabilities. We believe it is more likely than not that the remaining net deferred tax assets will be realized.

As of December 31, 2013 and 2012, we had approximately $122.2 million and $94.5 million, respectively, of unrecognized tax benefits, all of which would impact our effective tax rate if recognized. As of December 31, 2013 and 2012, we had approximately $61.9 million and $23.5 million, respectively, of current accrued taxes related to uncertain income tax positions connected with ongoing tax audits in various jurisdictions that we expect to settle or pay in the next 12 months. We recognize interest and penalties related to uncertain income tax positions within our income tax provision. As of December 31, 2013 and 2012, we had accrued interest and penalties related to unrecognized tax benefits of approximately $14.4 million and $11.9 million, respectively. See Note 5 to our Consolidated Financial Statements for further discussion of our uncertain income tax positions.

Equity in net earnings of affiliates, which is primarily comprised of income from our retail finance joint ventures, was $48.2$47.5 million in 20132016 compared to $53.5$57.1 million in 2012. The reduction in income was2015 primarily due to declining operating results as a resultconsequence of lower income in our manufacturing joint ventures.weaker market conditions. Refer to “Retail Finance“Finance Joint Ventures” for further information regarding our retail finance joint ventures and their results of operations.operations and to Note 5 of our Consolidated Financial Statements.

20122015 Compared to 20112014

Net income attributable to AGCO Corporation and subsidiaries for 20122015 was $522.1$266.4 million, or $5.30$3.06 per diluted share, compared to net income for 20112014 of $583.3$410.4 million, or $5.95$4.36 per diluted share.

Net sales for 20122015 were approximately $9,962.2$7,467.3 million, or 13.6% higher23.2% lower than 2011,2014, primarily due to sales increases in all of our geographical segments as well as the favorable impact of acquisitions, partially offset bysofter global market conditions and the unfavorable impact of currency translation. Income from operations was $693.2$361.1 million in 20122015 compared to $610.3$646.5 million in 2011.2014. The increasedecrease in income from operations during 20122015 was a result of the benefits of acquisitions, an increase inlower net sales and improved gross margins resulting from price increases, higherin all of our geographical segments, decreased production levels,volumes, a betterweaker sales mix and material cost control initiatives, partially offset by higher engineering and SG&A expenses and a non-cash goodwill and other intangible asset impairment charge related to our Chinese harvesting business.currency translation impacts.

In our North America region,Regionally, income from operations increased approximately $169.0 million in 2012 compared to 2011, primarily due to the positive impact of acquisitions, higher net sales and margin improvement initiatives. Income from operations in our Europe/Africa/Middle East (“EAME”), South American region increasedand North American regions decreased approximately $18.5$83.5 million, $99.6 million and $95.8 million, respectively, in 20122015 compared to 2011, primarily due to higher2014 as a result of lower net sales and improved margins from cost control efforts. In our EAME region, income from operations decreased approximately $12.0 million in 2012 compared to 2011, primarily due to a weakerproduction levels, an unfavorable sales mix of products,and the negative impact of currency translationtranslation. These adverse impacts have been partially mitigated by headcount and the impact of lower production and start-up costs associated with our new Fendt assembly facility in Germany in the second half of the year. Incomecost reduction initiatives. Loss from operations in the Asia/Pacific region decreasedincreased approximately $13.7$16.1 million in 20122015 compared to 2011,2014 primarily due to lower net sales and increased market development costs in China, partially offset by acquisition benefits and improved gross margins.China.

Retail SalesIndustry Market Conditions

Worldwide industry equipmentRecord crop production and elevated commodity inventories resulted in lower farm income and weakened demand for farm equipment was relatively stable during 2012 in mostall major markets during 2015 as compared to 2011. Global commodity prices remained at higher levels due to weather-related production difficulties across many of the developed markets.2014. In North America, industry demand was strongsignificantly lower for high horsepower tractors, combines and sprayers, which primarily are used in 2012 comparedrow crop applications. Industry demand in South America deteriorated significantly throughout 2015. In Brazil, demand was extremely low due to 2011. Despite an extensive droughtweakness in the United States, higher crop prices and extensive crop insurance resulted in near record farm income levelsgeneral economy, funding interruptions in the region.government financing program and softness in the sugarcane sector. In South America,Western Europe, industry demand improveddeclines from 2014 levels were less pronounced. Poor economics for dairy producers and lower commodity prices in the second half of 2012 from lower levels in the first half of the year as a result of better weather conditions. Improved crop yields, attractive government financing subsidies in Brazil and favorable commodity prices also helped to strengthen industryarable farming sector pressured demand. Industry conditions in the key Western European markets of Germany and France remained stable while adverse weather negatively impacted market conditions in Southern Europe, Scandinavia and Finland.

In the United States and Canada, industry unit retail sales of tractors increasedand combines decreased approximately 10%3% and 28%, respectively, in 20122015 compared to 2011. Industry unit retail sales of combines2014. The most significant declines were relatively flat in 2012 compared to 2011. Continued favorable farm economics resultedexperienced in the strength of retail sales, particularlyrow crop sector, impacting demand for larger, high horsepower equipment.tractors, combines and sprayers. These declines were partially offset by stable industry sales in lower horsepower tractors. In South America, industry unit retail sales of tractors and combines decreased approximately 28% and 39%, respectively, in 2012 increased approximately 3%2015 compared to 2011. Industry unit retail sales of tractors in the major market of Brazil increased approximately 7% and2014. Declines were relatively flat in Argentina during 2012 compared to 2011.

23



Industry unit retail salesmost pronounced in Brazil remained at high levels due to attractive farm economics and supportive government subsidized financing programs. Industry unit retail sales of combines inother South America during 2012 were relatively flat compared to 2011.American markets. In Western Europe, industry unit retail sales of tractors and combines decreased approximately 3% while industry unit retail sales of combines increased approximately 5%4% and 10%, respectively, in 20122015 compared to 2011. Growth2014. The most significant declines were in the key marketsUnited Kingdom, Finland and Germany.

22




Results of Operations

Net sales for 20122015 were $9,962.2$7,467.3 million compared to $8,773.2$9,723.7 million for 2011,2014, primarily due to the positive impacts ofsofter global market growthconditions and acquisitions, partially offset by the unfavorable impact of foreign currency translation. Acquisitions positively impacted net sales by approximately $774.3 million, or 8.8%, during 2012 compared to 2011. Foreign currency translation negatively impacted net sales during 20122015 as compared to 20112014 by approximately $672.7$1,265.0 million, or 7.7%approximately 13.0%, primarily due to the weakening of the Euro and the Brazilian real. The following table sets forth, for the year ended December 31, 2012,2015, the impact to net sales of currency translation and acquisitions by geographical segment (in millions, except percentages):
    Change Change due to Acquisitions 
Change due to Currency
Translation
    Change 
Change due to Currency
Translation
2012 2011 $ % $ % $ %2015 2014 $ % $ %
North America$2,584.4
 $1,770.6
 $813.8
 46.0 % $475.7
 26.9% $(11.6) (0.7)%$1,965.0
 $2,414.2
 $(449.2) (18.6)% $(54.5) (2.3)%
South America1,855.7
 1,871.5
 (15.8) (0.8)% 87.5
 4.7% (295.5) (15.8)%949.0
 1,663.4
 (714.4) (42.9)% (352.3) (21.2)%
Europe/Africa/Middle East5,073.7
 4,847.2
 226.5
 4.7 % 104.7
 2.2% (357.7) (7.4)%
EAME4,151.3
 5,158.5
 (1,007.2) (19.5)% (799.3) (15.5)%
Asia/Pacific448.4
 283.9
 164.5
 57.9 % 106.4
 37.5% (7.9) (2.8)%402.0
 487.6
 (85.6) (17.6)% (58.9) (12.1)%
$9,962.2
 $8,773.2
 $1,189.0
 13.6 % $774.3
 8.8% $(672.7) (7.7)%$7,467.3
 $9,723.7
 $(2,256.4) (23.2)% $(1,265.0) (13.0)%

Regionally, net sales in North America increaseddecreased during 20122015 compared to 2011, primarily as a result of our acquisition of GSI Holding Corp. (“GSI”) and improved industry demand. The2014, with the most significant increases in sales, excluding acquisitions, weredecreases in high horsepower tractors, hay equipmentcombines, sprayers and sprayers. Excluding the negative impactimplements, partially offset by sales growth of foreign currency translation, netprotein production equipment. Net sales were higherlower in South America in 2015 compared to 2014 due to significant sales declines in Brazil, andwhich were partially offset by declinesmodest growth in Argentina.Argentina and other South American markets. Declines in net sales of tractors and combines in the region were partially offset by growth in sales of protein production and grain storage equipment. In the EAME region, net sales increaseddecreased in 20122015 compared to 2011,2014, with the largest net sales increasesdeclines in France, Germany, Africa and Russia,Scandinavia, partially offset by lowergrowth in France and Turkey. In the Asia/Pacific region, net sales decreased in Southern Europe and Finland. In Asia/Pacific, net sales increased in 20122015 compared to 2011,2014, primarily due to net sales increasesdeclines in Australia, New Zealand and China.Asia. We estimate that worldwide average price increases were approximately 3%1.8% and 1.5% in both 20122015 and 2011.2014, respectively. Consolidated net sales of tractors and combines, which consisted of approximately 65%61% of our net sales in 2012, increased2015, decreased approximately 2%26% in 20122015 compared to 2011.2014. Unit sales of tractors and combines also increaseddecreased approximately 2%12% during 20122015 compared to 2011.2014. The unit sales increasedecrease and the increasedecrease in net sales can differ due to foreign currency translation, pricing and sales mix changes.

The following table sets forth, for the years ended December 31, 20122015 and 2011,2014, the percentage relationship to net sales of certain items included in our Consolidated Statements of Operations (in millions, except percentages):
2012 20112015 2014
$ 
% of
Net Sales
 $ 
% of
Net Sales
$ 
% of
Net Sales
 $ 
% of
Net Sales(1)
Gross profit$2,123.2
 21.3% $1,776.1
 20.2%$1,560.6
 20.9% $2,066.3
 21.3%
Selling, general and administrative expenses1,041.2
 10.5% 869.3
 9.9%852.3
 11.4% 995.4
 10.2%
Engineering expenses317.1
 3.2% 275.6
 3.1%282.2
 3.8% 337.0
 3.5%
Restructuring and other infrequent income
 % (0.7) %
Impairment charge22.4
 0.2% 
 %
Restructuring expenses22.3
 0.3% 46.4
 0.5%
Amortization of intangibles49.3
 0.5% 21.6
 0.2%42.7
 0.6% 41.0
 0.4%
Income from operations$693.2
 6.9% $610.3
 7.0%$361.1
 4.8% $646.5
 6.6%

(1)Rounding may impact summation of amounts.

Gross profit as a percentage of net sales increaseddecreased during 20122015 compared to 2011. Favorable pricing, higher2014, primarily due to lower net sales and production volumes throughout most of 2012levels as well as a weaker product mix. Headcount and cost controlreduction initiatives helped to produce higher margins. Our gross marginspartially offset these negative impacts. Production hours decreased approximately 18% during 2015 compared to 2014. We recorded stock compensation expense of approximately $0.9 million during 2015 and a credit of approximately $0.9 million during 2014 within cost of goods sold, as is more fully explained in Note 1 of our Consolidated Financial Statements.

SG&A expenses and engineering expenses both declined in dollars but increased as a percentage of net sales during 2015 compared to 2014. The declines in SG&A and engineering expenses were the result of headcount and spending

2423



were negatively impacted byreductions as well as the slow rampimpact of production and related start-up costs experienced in the fourth quarter of 2012 associated with our new German tractor assembly facility. Unit production of tractors and combines during 2012 was approximately 3% higher than 2011.foreign currency translation. We recorded approximately $2.4 million and $1.6 million of stock compensation expense of approximately $11.6 million during 2015 and a credit of $9.7 million during 2014 within cost of goods sold during 2012 and 2011, respectively,SG&A expenses, as is more fully explained in Note 1 toof our Consolidated Financial Statements. The credit recorded in 2014 included approximately $16.9 million for the reversal of previously recorded long-term stock compensation expense.

SG&A expenses as a percentage of net sales increased during 2012 compared to 2011, primarily due to increased market development and new system upgrade costs. We recorded restructuring expenses of approximately $34.6$22.3 million and $23.0$46.4 million during 2015 and 2014, respectively. The restructuring expenses recorded in 2015 and 2014 primarily related to severance and related costs associated with the rationalization of stock compensation expense within SG&A expenses during 2012employee headcount at various manufacturing facilities and 2011, respectively, as is more fully explainedadministrative offices located in Note 1 to our Consolidated Financial Statements. Engineering expenses increased during 2012 compared to 2011, primarily due to higher spending for the development of new productsEurope, China, South America and costs to meet new engine emission standards in the United States and Europe.States.

During the fourth quarter of 2012, we recorded a non-cash impairment charge of approximately $22.4 million related to goodwill and certain other identifiable assets associated with our Chinese harvesting business in accordance with the provisions of Accounting Standard Codification 350, “Intangibles-Goodwill and Other” (“ASC 350”). The operating results of our Chinese harvesting business from the date of acquisition in November 2011, combined with recently completed forecasts, resulted in our conclusion that it was more likely than not that the fair value of our Chinese harvesting reporting unit was less than its carrying amount. See Note 1 to our Consolidated Financial Statements for further discussion.
Interest expense, net was $57.6$45.4 million for 20122015 compared to $30.2$58.4 million for 2011.2014. The increase in 2012decrease was primarily due to increased debt levels during 2012, associated with the funding of recent acquisitions, as is more fully explained inhigher interest income and lower interest rates on outstanding indebtedness. See “Liquidity and Capital Resources.”Resources” for further information.

Other expense, net was $34.8$36.3 million in 20122015 compared to $19.1$49.1 million in 2011.2014. The decrease was primarily due to lower foreign exchange losses and decreased losses on sales of receivables in 2015 as compared to 2014. Losses on sales of receivables, primarily underrelated to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and Brazil, were approximately $21.8$18.8 million and $22.0$24.8 million in 20122015 and 2011,2014, respectively. Other expense, net increased primarily due to foreign exchange losses in 2012 compared to foreign exchange gains in 2011.

We recorded an income tax provision of $137.9$72.5 million in 20122015 compared to $24.6$187.7 million in 2011.2014. Our tax provision and effective tax rate is impacted by the differing tax rates of the various tax jurisdictions in which we operate, permanent differences for items treated differently for financial accounting and income tax purposes and for losses in jurisdictions where no income tax benefit is recorded. Our 2012 income tax rate provision (as reconciled in Note 5 to our Consolidated Financial Statements) included the usage of approximately $54.7 million of valuation allowance resulting from income generated in the United States during 2012. The 2012 income tax provision also included a reversal of approximately $13.8 million of the remaining valuation allowance previously established against our U.S. deferred tax assets and the recognition of certain U.S. research and development tax credits of approximately $13.1 million. We assessed the likelihood that our remaining U.S. deferred tax assets would be recovered from estimable future taxable income and determined the reversal was appropriate during the fourth quarter of 2012 as a result of improved profitability during 2012 of our core equipment business and the inclusion of the GSI business that was acquired at the end of 2011.

A valuation allowance is established when it is more likely than not that some portion or all of a company’s deferred tax assets will not be realized. We assessed the likelihood that our deferred tax assets would be recovered from estimated future taxable income and available income tax planning strategies. At December 31, 20122015 and 2011,2014, we had gross deferred tax assets of $478.0$390.0 million and $498.2$430.0 million, respectively, including $94.9$74.0 million and $181.6$75.7 million, respectively, related to net operating loss carryforwards. At December 31, 2012,2015, we had total valuation allowances as an offset to the gross deferred tax assets of $74.5$75.8 million, primarily related to net operating loss carryforwards in Brazil, Switzerland, China, Russia and Russia.the Netherlands. At December 31, 2011,2014, we had total valuation allowances as an offset to the gross deferred tax assets of approximately $145.8$93.3 million, primarily related to net operating loss carryforwards in Brazil, Switzerland, China, Russia and the United States.Netherlands.

As of December 31, 2012 and 2011, we had approximately $94.5 million and $71.1 million, respectively, of unrecognized tax benefits, all of which would impact our effective tax rate if recognized. As of December 31, 2012 and 2011, we had approximately $23.5 million and $23.0 million, respectively, of current accrued taxes related to uncertain income tax positions connected with ongoing tax audits in various jurisdictions that we expect to settle or pay in the next 12 months. We recognize interest and penalties related to uncertain income tax positions within our income tax provision. As of December 31, 2012 and 2011, we had accrued interest and penalties related to unrecognized tax benefits of approximately $11.9 million and $7.6 million, respectively. See Note 5 to our Consolidated Financial Statements for further discussion of our uncertain income tax positions.


25



Equity in net earnings of affiliates, which is primarily comprised of income from our retail finance joint ventures, was $53.5$57.1 million in 20122015 compared to $48.9$52.9 million in 2011.2014. Refer to “Retail Finance“Finance Joint Ventures” for further information regarding our retail finance joint ventures and their results of operations.operations and to Note 5 of our Consolidated Financial Statements.


24



Quarterly Results

The following table presents unaudited interim operating results. We believe that the following information includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our results of operations for the periods presented.
Three Months EndedThree Months Ended
March 31 June 30 September 30 December 31March 31 June 30 September 30 December 31
(In millions, except per share data)(In millions, except per share data)
2013: 
  
  
  
Net sales$2,403.1
 $3,048.2
 $2,475.9
 $2,859.7
Gross profit533.1
 710.3
 556.2
 591.0
Income from operations177.4
 327.1
 199.0
 197.2
Net income117.1
 213.1
 125.2
 136.9
Net loss attributable to noncontrolling interests0.9
 0.6
 1.0
 2.4
Net income attributable to AGCO Corporation and subsidiaries118.0
 213.7
 126.2
 139.3
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted1.19
 2.15
 1.27
 1.40
2012: 
  
  
  
2016: 
  
  
  
Net sales$2,273.7
 $2,690.1
 $2,295.0
 $2,703.4
$1,559.3
 $1,995.6
 $1,761.6
 $2,094.0
Gross profit493.0
 611.4
 491.0
 527.8
314.7
 427.0
 353.5
 420.3
Income from operations169.8
 264.9
 139.6
 118.9
19.4
 118.6
 59.0
 91.4
Net income121.2
 202.1
 92.1
 101.0
10.2
 49.4
 39.4
 61.2
Net (income) loss attributable to noncontrolling interests(1.0) 2.8
 2.4
 1.5
(2.4) 0.9
 0.6
 0.8
Net income attributable to AGCO Corporation and subsidiaries120.2
 204.9
 94.5
 102.5
7.8
 50.3
 40.0
 62.0
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted1.21
 2.08
 0.96
 1.04
0.09
 0.61
 0.50
 0.77
2015: 
  
  
  
Net sales$1,702.6
 $2,069.3
 $1,736.4
 $1,959.0
Gross profit347.9
 449.6
 365.7
 397.4
Income from operations46.8
 149.9
 79.1
 85.3
Net income29.9
 105.6
 67.2
 61.3
Net loss (income) attributable to noncontrolling interests0.2
 1.5
 (0.1) 0.8
Net income attributable to AGCO Corporation and subsidiaries30.1
 107.1
 67.1
 62.1
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted0.34
 1.22
 0.77
 0.73

Retail Finance Joint Ventures

Our AGCO Finance retail finance joint ventures provide both retail financing and wholesale financing to our dealers in the United States, Canada, Europe, Brazil, Argentina and Australia. The joint ventures are owned 49% by AGCO and 51% by a wholly owned subsidiary of Rabobank, a financial institution based in the Netherlands. The majority of the assets of the retail finance joint ventures representsconsist of finance receivables. The majority of the liabilities representsconsist of notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint ventures, primarily through lines of credit. We do not guarantee the debt obligations of the joint ventures. As of December 31, 2013,2016, our capital investment in the retail finance joint ventures, which is included in “Investment in affiliates” on our Consolidated Balance Sheets, was approximately $390.2$380.8 million compared to $354.4$359.4 million as of December 31, 2012.2015. The total finance portfolio in our retail finance joint ventures was approximately $9.4 billion and $8.3$8.0 billion as of both December 31, 20132016 and 2012, respectively.2015. The total finance portfolio as of both December 31, 20132016 and 2015 included approximately $7.8 billion of retail receivables and $1.6 billion of wholesale receivables from AGCO dealers. The total finance portfolio as of December 31, 2012 included approximately $7.0$6.7 billion of retail receivables and $1.3 billion of wholesale receivables from AGCO dealers. The wholesale receivables either were either sold directly to AGCO Finance without recourse from our operating companies or AGCO Finance provided the financing directly to the dealers. During 2013, 2012 and 2011,2016, we made a total of approximately $15.5$2.8 million $7.1 million and $8.3 million, respectively, of additional investments in our retail finance joint venturesventure in Germany and the Netherlands, primarily related to additional capital required as a result of an increased retail finance portfoliosportfolio during 2013, 20122016. During both 2015 and 2011. During 2013,2014, we did not make additional investments in our finance joint ventures. Our share in the earnings of the retail finance joint ventures, included in “Equity in net earnings of affiliates” within our Consolidated Statements of Operations, was $48.8$45.5 million compared to $48.6and $53.8 million in 2012.for the years ended December 31, 2016 and 2015, respectively.


2625



The total finance portfolio in our retail finance joint venture in Brazil was $1.8 billion and $2.0 billion as of December 31, 2013 and 2012, respectively. As a result of weak market conditions in Brazil in 2005 and 2006, a substantial portion of this portfolio had been included in a payment deferral program directed by the Brazilian government relating to retail contracts entered into during 2004, where scheduled payments were rescheduled several times between 2005 and 2008. The impact of the deferral program resulted in higher delinquencies and lower collateral coverage for the portfolio. While the joint venture currently considers its reserves for loan losses to be adequate, it continually monitors its reserves considering borrower payment history, the value of the underlying equipment financed, and further payment deferral programs implemented by the Brazilian government. To date, our retail finance joint ventures in markets outside of Brazil have not experienced any significant changes in the credit quality of their finance portfolios. However, there can be no assurance that the portfolio credit quality will not deteriorate, and, given the size of the portfolio relative to the joint ventures’ level of equity, a significant adverse change in the joint ventures’ performance would have a material impact on the joint ventures and on our operating results.

Outlook

Our operations are subject to the cyclical nature of the agricultural industry. Sales of our equipment have been and are expected to continue to be affected by changes in net cash farm income, farm land values, weather conditions, the demand for agricultural commodities, farm industry related legislation, availability of financing and general economic conditions.

WorldwideWeak industry demand in North America and Europe is expected to declinecontinue into 2017, partially offset by growth in 2014 compared to 2013 levels. Based on their current levels, lowerSouth American markets.  Increased global grain inventories and low soft commodity prices, in 2014 are expectedwhich contributed to result in reduced farm income, and weaker industry demand across thecontinue to impact developed agricultural equipment markets. Our net sales in 2014 are expected to be relatively flat in 2017 compared to 2013,2016, primarily due to forecastedprojected industry declines in North America and Europe and unfavorable currency translation impacts, largely offset by sales growth in South America, the impact of acquisitions, pricing increases and market share improvements offsetting the impactimprovements. We are targeting to improve gross and operating margins from 2016 levels as a result of the projected industry decline. We expect gross margin improvement to becost reduction efforts, partially offset by increased engineering expenditures and expenses related to new market expansion and development.a weaker sales mix.

Recent Acquisitions

In January 2012,On September 12, 2016, we acquired 61% of Santal Equipamentos S.A. Comércio e IndústriaCimbria Holdings Limited (“Santal”Cimbria”) for DKK 2,234.9 million (or approximately
R$36.7 million, $337.5 million), net of approximately R$11.9 million cash acquired of approximately DKK 83.4 million (or approximately $20.1 million, net)$12.6 million). Santal,Cimbria, headquartered in Ribeirão Preto, Brazil, manufacturesThisted, Denmark, is a leading manufacturer of products and distributes sugar cane planting, harvesting,solutions for the processing, handling and transportation equipment as well as replacement parts across Brazil. The acquisitionstorage of Santal provides our customers in Brazil with a wider range of agricultural productsseed and services.grain. The acquisition was funded with available cashfinanced through our credit facility (see Note 7 of our Consolidated Financial Statements for further information). We allocated the purchase price to the assets acquired and liabilities assumed based on hand.preliminary estimates of their fair values as of the acquisition date. The acquired assets primarily consisted of accounts receivable, inventories, accounts payable and accrued expenses, customer advances, property, plant and equipment, and customer relationship, technology and trademark identifiable intangible assets.  We recorded approximately $28.0$128.9 million of goodwillcustomer relationship, technology and trademark identifiable intangible assets and approximately $2.6$237.9 million of trade name, trademark and patent identifiable intangible assetsgoodwill associated with the acquisition.

On November 30, 2011,February 2, 2016, we acquired GSITecno Poultry Equipment S.p.A (“Tecno”) for $932.2approximately €58.7 million, net (or approximately $63.8 million). We acquired cash of approximately $27.9€17.6 million cash acquired. GSI, (or approximately $19.1 million) associated with the acquisition. Tecno, headquartered in Assumption, Illinois, is a leading manufacturer of grain storageRonchi Di Villafranca, Italy, manufactures and protein productionsupplies poultry housing and related products, including egg collection equipment and trolley feeding systems. GSI sells its products globally through independent dealers. The acquisition was financed by the issuance of $300.0 million of 57/8% senior notes andthrough our credit facility. As a resultfacility (refer to Note 7 of the acquisition, we recorded a tax benefit of approximately $149.3 million within “Income tax (benefit) provision” in our Consolidated Statements of Operations for the year ended December 31, 2011, resulting from a reversal of a portion of our previously established deferred tax valuation allowance. The reversal was required to offset deferred tax liabilities established as part of the acquisition accounting for GSI relating to acquired amortizable intangible assets.

On November 30, 2011, we acquired 98% of Shandong Dafeng Machinery Co., Ltd. (“Dafeng”) for approximately 171.7 million yuan (or approximately $26.9 million). We acquired approximately $17.1 million of cash and assumed approximately $41.1 million of indebtedness associated with the transaction. Dafeng is located in Yanzhou, China and manufactures a complete range of corn, grain, rice and soybean harvesting machines for Chinese domestic markets. The acquisition was funded with available cash on hand.

The results of operations for the acquisitions of Santal, GSI and Dafeng have been included in our Consolidated Financial Statements as of and from the dates of the respective acquisitions.for further information). We allocated the purchase price of each acquisition to the assets acquired and liabilities assumed based on their fair values as of the respective acquisition dates. Seedate. The acquired net assets primarily consisted of accounts receivable, inventories, accounts payable and accrued expenses, deferred revenue, property, plant and equipment and customer relationship, technology and trademark identifiable intangible assets. We recorded approximately $27.5 million of customer relationship, technology and trademark identifiable intangible assets and approximately $20.4 million of goodwill associated with the acquisition.
On April 17, 2015, we acquired Farmer Automatic GmbH & Co. KG (“Farmer Automatic”) for approximately $17.9 million, net of cash acquired of approximately $0.1 million. Farmer Automatic, headquartered in Laer, Germany, manufactures and supplies poultry housing and related products, including egg production cages and broiler production equipment. The acquisition was financed with available cash on hand. We allocated the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The acquired net assets primarily consisted of accounts receivable, inventories, accounts payable and accrued expenses, property, plant and equipment, and customer relationship, technology and trademark identifiable intangible assets. We recorded approximately $9.6 million of customer relationship, technology and trademark identifiable intangible assets and approximately $10.0 million of goodwill associated with the acquisition.
On August 1, 2014, we acquired Intersystems Holdings, Inc. (“Intersystems”) for approximately $130.3 million, net of cash acquired of approximately $4.1 million. Intersystems, headquartered in Omaha, Nebraska, designs and manufactures commercial material handling solutions, primarily for the agricultural, biofuels and food and feed processing industries. The acquisition was financed with available cash on hand and our credit facility (refer to Note 2 to7 of our Consolidated Financial Statements for further information.information). We allocated the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The acquired net assets primarily consisted of accounts receivable, inventories, accounts payable and accrued expenses, property, plant and equipment, and customer relationship, technology and trademark identifiable intangible assets. We recorded approximately $46.3 million of customer relationship, technology and trademark identifiable intangible assets and approximately $89.6 million of goodwill associated with the acquisition.

2726



Liquidity and Capital Resources

Our financing requirements 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 facility and accounts receivable sales agreement facilities.

We believe that thesethe following facilities, together with available cash and internally generated funds, will be sufficient to support our working capital, capital expenditures and debt service requirements for the foreseeable future:
future (in millions):
Our $300.0 million of 57/8% senior notes which mature in 2021 (see further discussion below).
Our revolving credit and term loan facility, consisting of a $600.0 million multi-currency revolving credit facility and a $360.0 million term loan facility, which expires in December 2016. As of December 31, 2013, no amount was outstanding under the multi-currency revolving credit facility and $360.0 million was outstanding under the term loan facility. We had the availability to borrow $600.0 million under the multi-currency revolving credit facility (see further discussion below).
Our €200.0 million (or approximately $275.0 million as of December 31, 2013) 41/2% senior term loan, which matures in 2016 (see further discussion below).
Our $201.2 million of 11/4% convertible senior subordinated notes, which mature in 2036 and may be converted earlier based on the closing sales price of our common stock (see further discussion below).
Our accounts receivable sales agreements with our retail finance joint ventures in the United States, Canada and Europe. As of December 31, 2013, approximately $1.3 billion of cash had been received under these agreements (see further discussion below).
 December 31, 2016
1.056% Senior term loan due 2020$211.0
Credit facility, expires 2020329.2
Senior term loans due 2021316.5
57/8% Senior notes due 2021
306.6
Senior term loans due between 2019 and 2026395.6
Other long-term debt141.6
Debt issuance costs(5.1)
 $1,695.4

In addition, althoughwhile we are in complete compliance with the financial covenants contained in these facilities and currently expect 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.

Current facilities

Our $300.0 million of 57/8% senior notes due December 1, 2021 constitute senior unsecured and unsubordinated indebtedness. Interest is payable on the notes semi-annually in arrears on June 1 and December 1 of each year. At any time prior Refer to September 1, 2021, we may redeem the notes, in whole or in part from time to time, at our option, at a redemption price equalNote 7 to the greater of (i) 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date at the treasury rate plus 0.5% plus accrued and unpaid interest, including additional interest, if any. Beginning September 1, 2021, we may redeem the notes, in whole or in part from time to time, at our option, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest.

Our revolving credit and term loan facility consists of a $600.0 million multi-currency revolving credit facility and a $360.0 million term loan facility. The maturity date of our credit facility is December 1, 2016. We are required to make quarterly payments towards the term loan of $5.0 million that will increase to $10.0 million commencing March 2015. Interest accrues on amounts outstanding under the credit facility, at our option, at either (1) LIBOR plus a margin ranging from 1.0% to 2.0% based on our leverage ratio, or (2) the base rate, which is equal to the higher of (i) the administrative agent’s base lending rate for the applicable currency, (ii) the federal funds rate plus 0.5%, and (iii) one-month LIBOR for loans denominated in U.S. dollars plus 1.0% plus a margin ranging from 0.0% to 0.5% based on our leverage ratio. The credit facility contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of a default. We also must fulfill financial covenants with respect to a total debt to EBITDA ratio and an interest coverage ratio. As of December 31, 2013, we had $360.0 million of outstanding borrowings under the credit facility and availability to borrow approximately $600.0 million. As of December 31, 2012, we had $465.0 million of outstanding borrowings under the credit facility and availability to borrow approximately $515.0 million.
Our €200.0 million term loan with Rabobank is due May 2, 2016. We have the ability to prepay the term loan before its maturity date. Interest is payable on the term loan at 41/2% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The term loan contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of default. We also must fulfill financial covenants with respect to a total debt to EBITDA ratio and an interest coverage ratio.

28



Our $201.2 million of 11/4% convertible senior subordinated notes due December 15, 2036, issued in December 2006, provided for the settlement upon conversion in cash up to the principal amount of the notes with any excess conversion value settled in shares of our common stock. Interest is payable on the notes at 11/4% per annum, payable semi-annually in arrears in cash on June 15 and December 15 of each year. The notes are convertible into shares of our common stock at an effective price of $40.44 per share, subject to adjustment, including to reflect the impact to the conversion rate upon payment of any dividends to the Company's stockholders. The current effective price reflects a conversion rate for the notes of 24.7268 shares of common stock per $1,000 principal amount of notes. Beginning December 19, 2013, we could redeem any of the notes at a redemption price of 100% of their principal amount, plus accrued interest, as well as settle any excess conversion value with shares of our common stock. Holders of the notes may require us to repurchase the notes at a repurchase price of 100% of their principal amount, plus accrued interest, on December 15, 2016, 2021, 2026 and 2031. Holders of our 11/4% convertible senior subordinated notes had the right to require us to repurchase the notes at a repurchase price of 100% of their principal amount, plus any interest, on December 15, 2013. No notes were tendered for repurchase. See Note 6 to our Consolidated Financial Statements for a full description of these notes.

In addition, holders may convert the notes if, during any fiscal quarter, the closing sales price of the our common stock exceeds 120% of the conversion price of $40.44 per share for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. As of December 31, 2013, the closing sales price of our common stock had exceeded 120% of the conversion price of the 11/4% convertible senior subordinated notes for at least 20 trading days in the 30 consecutive trading days ending December 31, 2013, and, therefore, the holders of the notes may convert the notes during the three months ending March 31, 2014. Due to the ability of the holders of the notes to convert the notes during the three months ending March 31, 2014, we classified the notes as a current liability as of December 31, 2013. As of December 31, 2012, we classified the notes as a current liability due to the redemption feature of the notes. We also classified approximately $9.2 million of the equity component of the 11/4% convertible senior subordinated notes as “Temporary equity” as of December 31, 2012. The amount classified as “Temporary equity” was measured as the excess of (i) the amount of cash that would be required to be paid upon conversion over (ii) the current carrying amount of the liability-classified component. As of December 31, 2013, the amount of principal cash required to be repaid upon conversion of the 11/4% convertible senior subordinated notes was equivalent to the carrying amount of the liability-classified component. Future classification of the notes between current liabilities and long-term debt beyond will be dependent on the closing sales price of our common stock during future quarters, until the fourth quarter of 2015.

During 2013, holders of our 11/4% convertible senior subordinated notes converted less than $0.1 million of principal amount of the notes. We issued 286 shares of our common stock associated with the less than $0.1 million excess conversion value of the notes. We reflected the repayment of the principal of the notes totaling less than $0.1 million within “Conversion of convertible senior subordinated notes” within our Consolidated Statements of Cash Flows for the year ended December 31, 2013. Subsequent to December 31, 2013, holders of our 11/4% convertible senior subordinated notes converted approximately $49.6 million of principal amount of the notes. We issued 377,957 shares of our common stock associated with the $21.9 million excess conversion value of the notes.

The 11/4% convertible senior subordinated notes will impact the diluted weighted average shares outstanding in future periods depending on our stock price for the excess conversion value using the treasury stock method. Refer to Notes 1 and 6 of our Consolidated Financial Statements for further discussion.information regarding our current facilities.

Our accounts receivable sales agreements in North America, Europe and EuropeBrazil permit the sale, on an ongoing basis, of a majority of our wholesale receivables in North America, Europe and Brazil to our 49% owned U.S., Canadian, European and European retailBrazilian finance joint ventures. The salessale of all receivables are without recourse to us. We do not service the receivables after the sale occurs, and we do not maintain any direct retained interest in the receivables. These agreements are accounted for as off-balance sheet transactions and have the effect of reducing accounts receivable and short-term liabilities by the same amount. As of both December 31, 20132016 and 2012,2015, the cash received from receivables sold under the U.S., Canadian, European and EuropeanBrazilian accounts receivable sales agreements was approximately $1.3 billion and $1.1 billion, respectively.$1.1 billion.

Our AGCO Finance retailfinance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers. The receivables associated with these arrangements also are also without recourse to us. As of December 31, 20132016 and 2012,2015, these retail finance joint ventures had approximately $68.2$41.5 million and $100.6$38.3 million, respectively, of outstanding accounts receivable associated with these arrangements. These arrangements are accounted for as off-balance sheet transactions. In addition, we sell certain trade receivables under factoring arrangements to other financial institutions around the world. These arrangements also are also accounted for as off-balance sheet transactions.


29



Former facilities

During 2011, holders of our former 13/4% convertible senior subordinated notes converted approximately $161.0 million of principal amount of the notes. We issued 3,926,574 shares of our common stock associated with the $195.9 million excess conversion value of the notes. We reflected the repayment of the principal of the notes totaling $161.0 million within “Conversion of convertible senior subordinated notes” within our Consolidated Statements of Cash Flows for the year ended December 31, 2011.

Cash Flows

Cash flows provided by operating activities were $797.0$369.5 million during 20132016 compared to $666.4$524.2 million during 2012.2015 and $438.4 million during 2014. The decrease in cash flows provided by operating activities during 2016 was primarily due to a decrease in net income as well as an increase in inventories. The increase in cash flows provided by operating activities during 20132015 was primarily due to a reduction in accounts receivable and inventories, as well as an increase in net income.accounts payable.

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 $1,705.1$1,020.8 million in working capital at December 31, 2013,2016, as compared with $1,489.9$712.9 million at December 31, 2012.2015. Accounts receivable and inventories, combined, at December 31, 20132016 were $329.0$145.0 million higher than at December 31, 2012.2015. The increase in accounts receivable and inventories as of December 31, 20132016 compared to December 31, 20122015 was as aprimarily the result of net sales growth and an increase in inventory levels in part to support the transition of production to Tier 4 emission compliant products in 2014.acquisitions.

Our debt to capitalization ratio, which is total indebtedness divided by the sum of total indebtedness and stockholders’ equity, was 23.6%37.5% at December 31, 20132016 compared to 26.9%30.0% at December 31, 20122015. The increase is primarily due to the additional indebtedness related to the financing of the Cimbria acquisition as well as the impact of our share repurchase discussed below.


27



.Share Repurchase Program

In December 2013,During 2016, 2015 and 2014, we executed a cash repatriation of approximately $844.8 million from certainrepurchased 4,413,250, 5,541,930 and 10,066,322 shares of our foreign subsidiariescommon stock, respectively, for approximately $212.5 million, $287.5 million and $499.7 million, respectively, either through ASR agreements with financial institutions or through open market transactions. All shares received under the ASR agreements were retired upon receipt, and the excess of the purchase price over par value per share was recorded to our U.S. holding company, with insignificant U.S. tax impacts. The repatriated cash is expected to be used to fund $550.0 million of share repurchase programs as well as for other general corporate purposes as is more fully described in Note 8 to“Additional paid-in capital” within the our Consolidated Financial Statements.Balance Sheets.

Contractual Obligations

The future payments required under our significant contractual obligations, excluding foreign currency option and forward contracts, as of December 31, 20132016 are as follows (in millions):
Payments Due By PeriodPayments Due By Period
Total 2014 
2015 to
2016
 
2017 to
2018
 
2019 and
Beyond
Total 2017 
2018 to
2019
 
2020 to
2021
 
2022 and
Beyond
Indebtedness(1)
$1,250.2
 $311.7
 $621.1
 $1.6
 $315.8
$1,695.4
 $85.4
 $94.8
 $1,374.5
 $140.7
Interest payments related to long-term debt(1)
182.1
 36.7
 60.9
 35.6
 48.9
Interest payments related to indebtedness(2)
163.7
 33.1
 56.3
 67.0
 7.3
Capital lease obligations5.5
 2.7
 2.5
 0.3
 
11.4
 4.7
 5.3
 1.3
 0.1
Operating lease obligations180.1
 48.8
 60.3
 25.6
 45.4
174.1
 50.4
 55.0
 27.1
 41.6
Unconditional purchase obligations181.4
 142.9
 28.6
 9.9
 
74.0
 65.8
 7.3
 0.9
 
Other short-term and long-term obligations(2)(3)
431.6
 107.7
 72.1
 100.6
 151.2
312.3
 78.2
 90.2
 75.9
 68.0
Total contractual cash obligations$2,230.9
 $650.5
 $845.5
 $173.6
 $561.3
$2,430.9
 $317.6
 $308.9
 $1,546.7
 $257.7
                  
Amount of Commitment Expiration Per PeriodAmount of Commitment Expiration Per Period
    
2015 to
2016
 
2017 to
2018
 
2019 and
Beyond
Total 2017 2018 to
2019
 2020 to
2021
 2022 and
Beyond
Total 2014 
Standby letters of credit and similar instruments$16.7
 $16.3
 $0.2
 $0.2
 $
$17.1
 $17.1
 $
 $
 $
Guarantees171.6
 166.5
 4.3
 0.8
 
63.8
 57.9
 4.8
 1.1
 
Total commercial commitments and letters of credit$188.3
 $182.8
 $4.5
 $1.0
 $
$80.9
 $75.0
 $4.8
 $1.1
 $

(1)Indebtedness amounts reflect the principal amount of our senior term loan, senior notes and credit facility.
(2)Estimated interest payments are calculated assuming current interest rates over minimum maturity periods specified in debt agreements. Debt may be repaid sooner or later than such minimum maturity periods. Indebtedness amounts reflect the principal amount of our convertible senior subordinated notes, senior term loan, senior notes and credit facility.
(2)(3)Other short-term and long-term obligations include estimates of future minimum contribution requirements under our U.S. and non-U.S. defined benefit pension and postretirement plans. These estimates are based on current legislation in the countries we operate within and are subject to change. Other short-term and long-term obligations also include income tax liabilities related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions.


3028



Commitments and Off-Balance Sheet Arrangements

Guarantees

We maintain a remarketing agreement with our retail finance joint venture in the United States, whereby we are obligated to repurchase repossessed inventory at market values.value. We have an agreement with our retail finance joint venture in the United States which limits our purchase obligations under this arrangement to $6.0 million in the aggregate per calendar year. We believe that any losses that might be incurred on the resale of this equipment will not materially impact our financial position or results of operations, due to the fact that the repurchase obligation would be equivalent to the fair value of the underlying equipment.

At December 31, 2013,2016, we guaranteed indebtedness owed to third parties of approximately $171.6$63.8 million,, primarily related to dealer and end-user financing of equipment. Such guarantees generally obligate us to repay outstanding finance obligations owed to financial institutions if dealers or end users default on such loans through 2018.2021. We believe the credit risk associated with these guarantees is not material to our financial position or results of operations. Losses under such guarantees historically have historically been insignificant. In addition, we generally would expect to be able to recover a significant portion of the amounts paid under such guarantees from the sale of the underlying financed farm equipment, as the fair value of such equipment is expected to offset a substantial portion of the amounts paid.

Other

At December 31, 2013,2016, we had outstanding designated and non-designated foreign exchange contracts with a gross notional amount of approximately $1,338.7 million.$1,661.4 million. The outstanding contracts as of December 31, 20132016 range in maturity through December 2014. Gains and losses on such contracts are historically substantially offset by losses and gains on the exposures being hedged. See “Foreign Currency Risk Management” for additional information.2017.
    
As discussed in “Liquidity and Capital Resources,” we sell a majority of our wholesale accounts receivable in North America and Europe to our U.S., Canadian and European retail finance joint ventures.ventures, and during 2016, we started to sell a portion of our wholesale receivables in Brazil to our Brazilian finance joint venture. We also sell certain accounts receivable under factoring arrangements to financial institutions around the world. We have determined that these facilities should be accounted for as off-balance sheet transactions.

Contingencies

As a result of Brazilian tax legislation impacting value added taxes (“VAT”), we have recorded a reserve of approximately $62.8 millionWe are party to various claims and $59.6 million against our outstanding balance of Brazilian VAT taxes receivable as of December 31, 2013 and 2012, respectively, due to the uncertainty as to our ability to collect the amounts outstanding.

In June 2008, the Republic of Iraq filed a civil action against three of our foreign subsidiaries that participatedlawsuits arising in the United Nations Oil for Food Program. On February 6, 2013, the federal court dismissed the complaintnormal course of business. We closely monitor these claims and lawsuits and frequently consult with prejudice. The plaintiff has filedour legal counsel to determine whether they may, when resolved, have a noticematerial adverse effect on our financial position or results of appeal with respect to the decision. On October 30, 2012, a third-party complaint was filed in federal court in the Southern District of Texas naming as defendants three of our foreign subsidiaries. The complaint asserts claims against the defendants, certain of which are also third-party plaintiffs, seeking unspecified damages arising from their participation in the Program. On February 12, 2014, the federal court dismissed the third-party complaint with prejudice. The appeals period has not expired. As part of routine audits, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of our Brazilian operations and the related transferaccrue and/or disclose loss contingencies as appropriate (see Note 12 of certain assets to our Brazilian subsidiaries. See Note 11 to our Consolidated Financial Statements for further discussion of these matters.and Item 3, “Legal Proceedings”).

Related Parties

Rabobank is a 51% owner in our retail finance joint ventures, which are located in the United States, Canada, Europe, Brazil, Argentina and Australia.ventures. See “Finance Joint Ventures.” Rabobank is also the principal agent and participant in our credit facility. The majority of the assets of our retail finance joint ventures represents finance receivables. The majority of the liabilities represents notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies, primarily through lines of credit. We do not guarantee the debt obligations of the retail finance joint ventures. During 2013, 2012 and 2011, we made a total of approximately $15.5 million, $7.1 million and $8.3 million, respectively, of investments in our retail finance joint ventures in Germany and the Netherlands, primarily related to additional capital required as a result of increased retail finance portfolios during 2013, 2012 and 2011.


31



Our retail finance joint ventures provide retail and wholesale financing to our dealers. The terms of the financing arrangements offered to our dealers are similar to arrangements the retail finance joint ventures provide to unaffiliated third parties. In addition, we transfer, on an ongoing basis, a majority of our wholesale receivables in North America, Europe and EuropeBrazil to our U.S., Canadian, European and European retailBrazilian finance joint ventures. See Note 3 to4 of our Consolidated Financial Statements for further discussion of these agreements. We maintain a remarketing agreement with our U.S. retail finance joint venture, AGCO Finance LLC, as discussed above under “Commitments and Off-Balance Sheet Arrangements.” In addition, as part of sales incentives provided to end users, we may from time to time subsidize interest rates of retail financing provided by our retail finance joint ventures. The cost of those programs is recognized at the time of sale to our dealers.

TAFE,Tractors and Farm Equipment Limited, in which we hold a 23.75% interest, manufactures Massey Ferguson-branded equipment primarily in India and also supplies tractors and components to us for sale in other markets. Mallika Srinivasan, who is the Chairman and Chief Executive Officer of TAFE, is currently a member of our Board of Directors. As of December 31, 2016, TAFE owned 12,150,152 shares of our common stock. We and TAFE are parties to an agreement pursuant to which, among other things, TAFE has agreed not to purchase in excess of 12,170,290 shares of our common stock, subject to certain adjustments, and we have agreed to annually nominate a TAFE representative to our Board of Directors. During 2013, 20122016, 2015 and 2011,2014, we purchased approximately $90.7$128.5 million, $104.5$129.2 million and $80.4$149.0 million, respectively, of tractors and components from TAFE. During 2016, 2015 and 2014, we sold approximately $1.1 million, $2.2 million and $2.1 million,

29



respectively, of parts to TAFE. We received dividends from TAFE of approximately $1.6 million, $1.7 million and $1.8 million during 2016, 2015 and 2014, respectively.

During 20132016, 20122015 and 20112014, we paid approximately $3.33.1 million, $3.83.5 million and $4.03.8 million, respectively, to PPG Industries, Inc. for painting materials used in our manufacturing processes. Our Chairman, President and Chief Executive Officer is currently a member of the board of directors of PPG Industries, Inc.

During 2013,2016 and 2015, we paid approximately $2.3$2.0 million and $0.6 million, respectively, to Ryerson,Praxair, Inc. for steelpropane, gas and welding, and laser consumables used in our manufacturing processes. Michael Arnold, who is theIn October 2015, our Chairman, President and Chief Executive Officer of Ryerson, Inc., is currentlybecame a member of our Boardthe board of Directors.directors of Praxair, Inc.

Foreign Currency Risk Management

We have significant manufacturing operations in the United States, France, Germany, Finland and Brazil, and we purchase a portion of our tractors, combines and components from third-party foreign suppliers, primarily in various European countries and in Japan. We also sell products in over 140150 countries throughout the world. The majority of our net sales outside the United States are denominated in the currency of the customer location, with the exception of sales in the Middle East, Africa, Asia and parts of South America, where net sales are primarily denominated in British pounds, Euros or United States dollars. See Note 13 to15 of our Consolidated Financial Statements for net sales by customer location. Our most significant transactional foreign currency exposures are the Euro, the Brazilian real and the Canadian dollar in relation to the United States dollar, and the Euro in relation to the British pound. Fluctuations in the value of foreign currencies create exposures, which can adversely affect our results of operations.

We attempt to manage our transactional foreign currency exposure by hedging foreign currency cash flow forecasts and commitments arising from the anticipated settlement of receivables and payables and from future purchases and sales. Where naturally offsetting currency positions do not occur, we hedge certain, but not all, of our exposures through the use of foreign currency contracts. Our translation exposure resulting from translating the financial statements of foreign subsidiaries into United States dollars is not hedged. Our most significant translation exposures are the Euro, the British pound and the Brazilian real in relation to the United States dollar. When practical, this translation impact is reduced by financing local operations with local borrowings. Our hedging policy prohibits use of foreign currency contracts for speculative trading purposes.

All derivatives are recognized on our Consolidated Balance Sheets at fair value. On the date a derivative contract is entered into, we designate the derivative as either (1) a cash flow hedge of a forecasted transaction, (2) a fair value hedge of a recognized liability, (2) a cash flow hedge of a forecasted transaction, (3) a hedge of a net investment in a foreign operation, or (4) a non-designated derivative instrument. We currently engage in derivatives that are cash flow hedges of forecasted transactions as well as non-designated derivative instruments. Changes in the fairThe total notional value of our foreign currency instruments was $1,661.4 million and $1,533.9 million as of December 31, 2016 and 2015, inclusive of both those instruments that are designated and qualified for hedge accounting and non-designated derivative contracts are reported in current earnings. During 2013, 2012 and 2011, we designated certain foreign currency contracts as cash flow hedges of forecasted sales and purchases. The effectiveinstruments. We also enter into non-derivative instruments to hedge a portion of the fair value gains or losses on these cash flow hedges are recorded in other comprehensive loss and are subsequently reclassified into cost of goods sold during the period the sales and purchases are recognized. These amounts offset the effect of the changesour net investment in foreign currency rates on the related saleoperations against adverse movements in exchange rates. Refer to Note 11 of our Consolidated Financial Statements for additional information about our hedging transactions and purchase transactions. The amount of the net (loss) gain recorded in other comprehensive loss that was reclassified to cost of goods sold during the years ended December 31, 2013, 2012 and 2011 was approximately $(0.5) million, $(8.1) million and $5.2 million, respectively, on an after-tax basis. The amount of the unrealized (loss) gain recorded to other comprehensive loss related to the outstanding cash flow hedges as of December 31, 2013, 2012 and 2011 was approximately $(0.2) million, $0.7 million and $(4.3) million, respectively, on an after-tax basis. The outstanding contracts as of December 31, 2013 range in maturity through December 2014.derivative financial instruments.


32



Assuming a 10% change relative to the currency of the hedge contract,contracts, the fair value of the foreign currency instruments could be negatively impacted by approximately $61.6$59.0 million as of December 31, 2013.2016. Due to the fact that these instruments are primarily entered into for hedging purposes, the gains or losses on the contracts would largely be offset by losses and gains on the underlying firm commitment or forecasted transaction.

30



Interest RatesRate Risk

Our interest expense is, in part, sensitive to the general level of interest rates. We manage our exposure to interest rate risk through the useour mix of floating rate and fixed rate debt and may in the future utilizedebt. From time to time, we enter into interest rate swap contracts. We have fixedagreements to manage our exposure to interest rate debt fromfluctuations. Refer to Notes 7 and 11 of our convertible senior subordinated notes, senior notes and senior term loan. OurConsolidated Financial Statements for additional information about our interest rate swap agreements.
Based on our floating rate exposure is related to our credit facilitydebt and our accounts receivable sales facilities which are tied to changes in United States and European LIBOR rates. Assumingoutstanding at December 31, 2016, a 10% increase in interest rates, interestwould have increased, collectively, “Interest expense, netnet” and “Other expense, net” for the year ended December 31, 2013 would have increased2016 by approximately $3.8$4.7 million.

We had no interest rate swap contracts outstanding during the years ended December 31, 2013, 2012 and 2011.

Recent Accounting Pronouncements

See Note 1 toof our Consolidated Financial Statements for more information regarding recent accounting pronouncements and their impact to our consolidated results of operations and financial position.


31



Critical Accounting Estimates

We prepare our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles. In the preparation of these financial statements, we make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant accounting policies followed in the preparation of the financial statements are detailed in Note 1 toof our Consolidated Financial Statements. We believe that our application of the policies discussed below involves significant levels of judgment, estimates and complexity.

Due to the levellevels of judgment, complexity and period of time over which many of these items are resolved, actual results could differ from those estimated at the time of preparation of the financial statements. Adjustments to these estimates would impact our financial position and future results of operations.

Allowance for Doubtful Accounts

We determine our allowance for doubtful accounts by actively monitoring the financial condition of our customers to determine the potential for any nonpayment of trade receivables. In determining our allowance for doubtful accounts, we also consider other economic factors, such as aging trends. We believe that our process of specific review of customers combined with overall analytical review provides an effective evaluation of ultimate collectability of trade receivables. Our loss or write-off experience was approximately 0.1% of net sales in 2013.

Discount and Sales Incentive Allowances

We provide various volume bonus and sales incentive programs with respect to our products. These sales incentive programs include reductions in invoice prices, reductions in retail financing rates, dealer commissions and dealer incentive allowances. In most cases, incentive programs are established and communicated to our dealers on a quarterly basis. The incentives are paid either at the time of invoice (through a reduction of invoice price), at the time of the settlement of the receivable, at the time of retail financing, at the time of warranty registration, or at a subsequent time based on dealer purchases. The incentive programs are product line specific and generally do not vary by dealer. The cost of sales incentives associated with dealer commissions and dealer incentive allowances is estimated based upon the terms of the programs and historical experience, is based on a percentage of the sales price, and is recorded at the later of (a) the date at which the related revenue is recognized, or (b) the date at which the sales incentive is offered. The related provisions and accruals are made on a product or product-line basis and are monitored for adequacy and revised at least quarterly in the event of subsequent modifications to the programs. Volume discounts are estimated and recognized based on historical experience, and related reserves are monitored and adjusted based on actual dealer purchases and the dealers’ progress towards achieving specified cumulative target levels. We record the cost of interest subsidy payments, which is a reduction in the retail financing rates, at the later of (a) the date at which the related revenue is recognized, or (b) the date at which the sales incentive is offered. Estimates of these incentives are based on the terms of the programs and historical experience. All incentive programs are recorded and presented as a reduction of revenue, due to the fact that we do not receive an identifiable benefit in exchange for

33



the consideration provided. Reserves for incentive programs that will be paid either through the reduction of future invoices or through credit memos are recorded as “accounts receivable allowances” within our Consolidated Balance Sheets. Reserves for incentive programs that will be paid in cash, as is the case with most of our volume discount programs, as well as sales incentives associated with accounts receivable sold to our U.S. and Canadian retail finance joint ventures, are recorded within “Accrued expenses” within our Consolidated Balance Sheets.

At December 31, 2013,2016, we had recorded an allowance for discounts and sales incentives of approximately $236.6$237.0 million,, primarily related to allowances in our North America geographical segment that will be paid either through a reduction of future invoices, through credit memos to our dealers or through reductions in retail financing rates. If we were to allow an additional 1% of sales incentives and discounts at the time of retail sale for those sales subject to such discount programs in North America, our reserve would increase by approximately $8.5$7.8 million as of December 31, 2013.2016. Conversely, if we were to decrease our sales incentives and discounts by 1% at the time of retail sale, our reserve would decrease by approximately $8.5$7.8 million as of December 31, 2013.

Inventory Reserves

Inventories are valued at the lower of cost or market using the first-in, first-out method. Market is current replacement cost (by purchase or by reproduction, dependent on the type of inventory). In cases where market exceeds net realizable value (i.e., estimated selling price less reasonably predictable costs of completion and disposal), inventories are stated at net realizable value. Market is not considered to be less than net realizable value reduced by an allowance for an approximately normal profit margin. Determination of cost includes estimates for surplus and obsolete inventory based on estimates of future sales and production. Changes in demand and product design can impact these estimates. We periodically evaluate and update our assumptions when assessing the adequacy of inventory adjustments.2016.

Deferred Income Taxes and Uncertain Income Tax Positions

We recorded an income tax provision of $258.5$92.2 million in 20132016 compared to $137.9$72.5 million in 2012.2015 and $187.7 million in 2014. Our tax provision and effective tax rate is impacted by the differing tax rates of the various tax jurisdictions in which we operate, permanent differences for items treated differently for financial accounting and income tax purposes, and for losses in jurisdictions where no income tax benefit is recorded.

During the second quarter of 2016, the Company established a valuation allowance to fully reserve its net deferred tax assets in the United States. A valuation allowance is established when it is more likely than not that some portion or all of a company’sthe deferred tax assets will not be realized. WeThe Company assessed the likelihood that ourits deferred tax assets would be recovered from estimated future taxable income and available incometax planning strategies and determined that the adjustment to the valuation allowance was appropriate. In making this assessment, all available evidence was considered including the current economic climate, as well as reasonable tax planning strategies. The Company believes it is more likely than not that the Company will realize its remaining net deferred tax assets, net of the valuation allowance, in future years.     

32



At December 31, 20132016 and 2012,2015, we had gross deferred tax assets of $423.2$447.4 million and $478.0$390.0 million, respectively, including $69.7$85.5 million and $94.9$74.0 million, respectively, related to net operating loss carryforwards. At December 31, 2013,2016 and 2015, we had total valuation allowances as an offset to theour gross deferred tax assets of $77.2$116.0 million primarily related toand $75.8 million, respectively, which included allowances against net operating loss carryforwards in Brazil, China, Russia and Russia. At December 31, 2012, we had total valuationthe Netherlands, as well as allowances against our net deferred taxes in the U.S., as an offset to the gross deferred tax assets of approximately $74.5 million, primarily related to net operating loss carryforwards in Brazil, Switzerland, China and Russia.previously discussed. Realization of the remaining deferred tax assets as of December 31, 20132016 will depend on generating sufficient taxable income in future periods, net of reversing deferred tax liabilities. We believe it is more likely than not that the remaining net deferred tax assets will be realized.

As of December 31, 20132016 and 2012,2015, we had approximately $122.2$139.9 million and $94.5$133.0 million, respectively, of unrecognized tax benefits, all of which would impact our effective tax rate if recognized. As of December 31, 20132016 and 2012,2015, we had approximately $61.9$47.0 million and $23.5$61.2 million, respectively, of current accrued taxes related to uncertain income tax positions connected with ongoing tax audits in various jurisdictions that we expect to settle or pay in the next 12 months. We recognize interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 20132016 and 2012,2015, we had accrued interest and penalties related to unrecognized tax benefits of approximately $14.4$16.4 million and $11.9$18.3 million, respectively. See Note 5 to6 of our Consolidated Financial Statements for further discussion of our uncertain income tax positions.

Warranty and Additional Service Actions

WeWarranty coverage on our products generally covers parts, labor and other expenses. At the time of sale, we make provisions for estimated expenses related to product warranties at the time products are sold. Weand base these estimates on historical experience of the nature, frequency and average cost of warranty claims. In addition,Separately, we take into considerationalso establish reserves for known material defects, based on formal campaigns to repair such defects, when the number and magnitude of additional service actions expectedcosts are deemed to be approvedprobable and policies related to additional service actions.can be reasonably estimated. Due to the uncertainty and potential volatility of these estimated factors, changes in our assumptions could materially affect net income.


34



Our estimate of warranty obligations is reevaluatedre-evaluated on a quarterly basis. Experience has shown that initial data for any product series line can be volatile; therefore, our process relies upon long-term historical averages until sufficient data is available. As actual experience becomes available, it is used to modify the historical averages to ensure that the forecast is within the range of likely outcomes. Resulting balances are then compared with present spending rates to ensure that the accruals are adequate to meet expected future obligations.

See Note 1 toof our Consolidated Financial Statements for more information regarding costs and assumptions for warranties.

Insurance Reserves

Under our insurance programs, coverage is obtained for significant liability limits as well as those risks required by law or contract. It is our policy to self-insure a portion of certain expected losses primarily related primarily to workers’ compensation and comprehensive general liability, product liability and vehicle liability. We provide insurance reserves for our estimates of losses due to claims for those items for which we are self-insured. We base these estimates on the expected ultimate settlement amount of claims, which often have long periods of resolution. We closely monitor the claims to maintain adequate reserves.

Pensions

We sponsor defined benefit pension plans covering certain employees, principally in the United States,Kingdom, the United Kingdom,States, Germany, Switzerland, Finland, Norway, France, Switzerland, AustraliaNorway and Argentina. Our primary plans cover certain employees in the United States and the United Kingdom.

In the United States, we sponsor a funded, qualified defined benefit pension plan for our salaried employees, as well as a separate funded qualified defined benefit pension plan for our hourly employees. Both plans are closed to new entrants and frozen, and we fund at least the minimum contributions required under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code to both plans. In addition, we sponsormaintain an unfunded, nonqualified defined benefit pension plan for certain executives.U.S.-based senior executives, which is our Executive Nonqualified Pension Plan (“ENPP”). The ENPP is also closed to new entrants.

In the United Kingdom, we sponsor a funded defined benefit pension plan that provides an annuity benefit based on participants’ final average earnings and service. Participation in this plan is limited to certain older, longer service employees and existing retirees. This plan is closed to new participants.


33



See Note 7 to8 of our Consolidated Financial Statements for more information regarding costs and assumptions for employee retirement benefits.

Nature of Estimates Required.  The measurement date for all of our benefit plans is December 31. The measurement of our pension obligations, costs and liabilities is dependent on a variety of assumptions provided by management and used by our actuaries. These assumptions include estimates of the present value of projected future pension payments to all plan participants, taking into consideration the likelihood of potential future events such as salary increases and demographic experience. These assumptions may have an effect on the amount and timing of future contributions.

Assumptions and Approach Used.  The assumptions used in developing the required estimates include the following key factors:
•   Discount rates•   Inflation
•   Salary growth•   Expected return on plan assets
•   Retirement rates•   Mortality rates

For the years ended December 31, 2013, 20122016, 2015 and 2011,2014, we used a globally consistent methodology to set the discount rate in the countries where our largest benefit obligations exist. In the United States, the United Kingdom and the Euro Zone, we constructed a hypothetical bond portfolio of high-quality corporate bonds and then applied the cash flows of our benefit plans to those bond yields to derive a discount rate. The bond portfolio and plan-specific cash flows vary by country, but the methodology in which the portfolio is constructed is consistent. In the United States, the bond portfolio is large enough to result in taking a “settlement approach” to derive the discount rate, wherein which high-quality corporate bonds are assumed to be purchased and the resulting coupon payments and maturities are used to satisfy our largest U.S. pension plan’splans’ projected benefit payments. In the United Kingdom and the Euro Zone, the discount rate is derived using a “yield curve approach,” wherein which an individual spot rate, or zero coupon bond yield, for each future annual period is developed to discount each future benefit

35



payment and, thereby, determine the present value of all future payments. Under the settlement and yield curve approaches, the discount rate is set to equal the single discount rate that produces the same present value of all future payments. Effective January 1, 2016, we adopted a spot yield curve to determine the discount rate in the United Kingdom to measure the plan’s service cost and interest cost for the year ended December 31, 2016. Previously, we had utilized a single weighted-average discount rate derived from the “yield curve approach” to measure the plan’s benefit obligation, service cost and interest cost. Going forward, we have elected to utilize an approach that discounts the individual expected service cost and interest cost cash flows using the applicable spot rates derived from the yield curve over the projected cash flow period.

The other key assumptions and methods were set as follows:

Our inflation assumption is based on an evaluation of external market indicators.
The salary growth assumptions reflect our long-term actual experience, the near-term outlook and assumed inflation.
The expected return on plan asset assumptions reflects asset allocations, investment strategy, historical experience and the views of investment managers, and reflectreflects a projection of the expected arithmetic returns over 10ten years.
Retirement and termination rates primarily are based on actual plan experience and actuarial standards of practice.
The mortality rates for the U.S. plans wereU.K. defined benefit pension plan was updated in 20132015 to reflect expected improvements in the life expectancy of the plan participants.
The mortality rates for the U.S. defined benefit pension plans were updated in 2016 to reflect the Society of Actuaries’ most recent findings on the topic of mortality.
The fair value of assets used to determine the expected return on assets does not reflect any delayed recognition of assetsasset gains and losses.

The effects of actual results differing from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense in such periods.

Our U.S. and U.K. defined benefit pension plans, including our U.S. nonqualified pension plan,ENPP, comprised approximately 86%88% of our consolidated projected benefit obligation as of December 31, 2013.2016. If the discount rate used to determine the 20132016 projected benefit obligation for our U.S. qualified defined benefit pension plans and our ENPP was decreased by 25 basis points, our projected benefit obligation would have increased by approximately $2.2$3.6 million at December 31, 2013,2016, and our 20142017 pension expense would increase by approximately $0.1$0.3 million. If the discount rate used to determine the 20132016 projected benefit obligation for our U.S. qualified defined benefit pension plans and our ENPP was increased by 25 basis points, our projected benefit obligation would have decreased by approximately $2.1$3.4 million at December 31, 2013,2016, and our 20142017 pension expense would decrease by approximately $0.1$0.3 million. If the discount rate used to determine the projected benefit obligation for our U.K. defined benefit pension plan was decreased by 25 basis points, our projected benefit obligation would have increased by

34



approximately $25.8$25.7 million at December 31, 2013,2016, and our 20142017 pension expense would increase by approximately $0.7$0.3 million. If the discount rate used to determine the projected benefit obligation for our U.K. defined benefit pension plan was increased by 25 basis points, our projected benefit obligation would have decreased by approximately $24.6$24.7 million at December 31, 2013,2016, and our 20142017 pension expense would decrease by approximately $0.7$0.3 million. In addition, if the expected long-term rate of return on plan assets related to our U.K. defined benefit pension plan was increased or decreased by 25 basis points, our 20142017 pension expense would decrease or increase by approximately $1.5$1.3 million each, respectively. The impact to our U.S. defined benefit pension planplans for a 25 basis point25-basis-point change in our expected long-term rate of return would have an insignificant impact todecrease or increase our 20142017 pension expense.expense by approximately $0.1 million, respectively.

Unrecognized actuarial net losses related to our qualifieddefined benefit pension plans and ENPP were $260.3 million as of December 31, 2013 compared to $321.5 million as of December 31, 2012. Unrecognized actuarial losses related to our U.S. nonqualified pension plan were $5.2$384.7 million as of December 31, 20132016 compared to $11.9$319.0 million as of December 31, 2012.2015. The decreaseincrease in unrecognized losses between years primarily resulted from an increasea decrease in year-end discount rates during 2013 and favorable investment performance.2016 as compared to 2015. The unrecognized actuarial losses will be impacted in future periods by actual asset returns, discount rate changes, currency exchange rate fluctuations, actual demographic experience and certain other factors. For some of our qualified defined benefit pension plans, these losses, to the extent they exceed 10% of the greater of the plan’s liabilities or the fair value of assets (“the gain/loss corridor”), will be amortized on a straight-line basis over the average remaining service period of active employees expected to receive benefits. For our U.S. salaried, U.S. hourly and U.K. defined benefit pension plans, the population covered is predominantly inactive participants, and losses related to those plans, to the extent they exceed the gain/loss corridor, will be amortized over the average remaining lives of those participants while covered by the respective plan. As of December 31, 2013,2016, the average amortization period was 18 years for our U.S. qualifieddefined benefit pension plans and 2221 years for our non-U.S. pension plans. The estimated net actuarial loss for qualified defined benefit pension plans expected to be amortized from our accumulated other comprehensive loss during the year ended December 31, 2014 is approximately $8.6 million compared to approximately $13.3 million during the year ended December 31, 2013.plans. For our U.S. nonqualified pension plan,ENPP, the population is predominantly active participants, and losses related to the plan will be amortized over the average future working lifetime of the active participants. As of December 31, 2013,2016, the average amortization period was 11.510 years for our U.S. nonqualified pension plan.ENPP. The estimated net actuarial lossesloss for the U.S. nonqualifiedour defined benefit pension planplans and ENPP expected to be amortized from our accumulated other comprehensive loss during the year ended December 31, 20142017 is approximately $0.1$12.0 million compared to approximately $0.7$10.0 million during the year ended December 31, 2013.


36



Investment Strategy and Concentration of Risk2016.

The weighted average asset allocationAs of our U.S. pension benefit plans at December 31, 2013 and 2012 are as follows:
Asset Category 2013 2012
Large and small cap domestic equity securities 48% 45%
International equity securities 16% 14%
Domestic fixed income securities 16% 21%
Other investments 20% 20%
Total 100% 100%

The weighted average asset allocation of our non-U.S. pension benefit plans at December 31, 2013 and 2012 are as follows:
Asset Category 2013 2012
Equity securities 45% 42%
Fixed income securities 30% 34%
Other investments 25% 24%
Total 100% 100%

All tax-qualified pension fund investments in the United States are held in the AGCO Corporation Master Pension Trust. Our global pension fund strategy is to diversify investments across broad categories of equity and fixed income securities with appropriate use of alternative investment categories to minimize risk and volatility. The primary investment objective of our pension plans is to secure participant retirement benefits. As such, the key objective in the pension plans’ financial management is to promote stability and, to the extent appropriate, growth in funded status.

The investment strategy for the plans’ portfolio of assets balances the requirement to generate returns with the need to control risk. The asset mix is recognized as the primary mechanism to influence the reward and risk structure of the pension fund investments in an effort to accomplish the plans’ funding objectives. The overall investment strategy for the U.S.-based pension plans is to achieve a mix of approximately 15% of assets for the near-term benefit payments and 85% for longer-term growth. The overall U.S. pension funds invest in a broad diversification of asset types. Our U.S. target allocation of retirement fund investments is 45% large- and small-cap domestic equity securities, 15% international equity securities, 20% broad fixed income securities and 20% in alternative investments. We have noted that over long investment horizons, this mix of investments would achieve an average return of approximately 7.0%. The overall investment strategy for the non-U.S. based pension plans is to achieve a mix of approximately 30% of assets for the near-term benefit payments and 70% for longer-term growth. The overall non-U.S. pension funds invest in a broad diversification of asset types. Our non-U.S. target allocation of retirement fund investments is 45% equity securities, 30% broad fixed income investments and 25% in alternative investments. The majority of our non-U.S. pension fund investments are related to our pension plan in the United Kingdom. We have noted that over very long periods, this mix of investments would achieve an average return in excess of 7.8%. In arriving at the choice of an expected return assumption of 7.0% for our U.K.-based plans for the year ended December 31, 2014, we have tempered this historical indicator with lower expectations for returns and equity investment in the future as well as the administrative costs of the plans.

Equity securities primarily include investments in large-cap and small-cap companies located across the globe. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-backed securities, agency mortgages, asset-backed securities and government securities. Alternative and other assets include investments in hedge fund of funds that follow diversified investment strategies. To date, we have not invested pension funds in our own stock, and we have no intention of doing so in the future.

Within each asset class, careful consideration is given to balancing the portfolio among industry sectors, geographies, interest rate sensitivity, dependence on economic growth, currency and other factors affecting investment returns. The assets are managed by professional investment firms. They are bound by precise mandates and are measured against specific benchmarks. Among asset managers, consideration is given, among others, to balancing security concentration, issuer concentration, investment style and reliance on particular active investment strategies.


37



As of December 31, 2013,2016, our unfunded or underfunded obligations related to our qualifieddefined benefit pension plans and ENPP were approximately $190.5$248.1 million,, primarily duerelated to our defined benefit pension planplans in the United Kingdom.Kingdom and the United States. In 2013,2016, we contributed approximately $41.0$31.3 million towards those obligations, and we expect to fund approximately $42.6$28.8 million in 2014.2017. Future funding is dependent upon compliance with local laws and regulations and changes to those laws and regulations in the future, as well as the generation of operating cash flows in the future. We currently have an agreement in place with the trustees of the U.K. defined benefit plan that obligates us to fund approximately £15.4£15.3 million per year (or approximately $25.6$19.0 million) towards that obligation for the next ten years.through September 2022. The funding arrangement is based upon the current underfunded status and could change in the future as discount rates, local laws and regulations, and other factors change.

See Note 8 of our Consolidated Financial Statements for more information regarding the investment strategy and concentration of risk.

Other Postretirement Benefits (Retiree Health Care and Life Insurance)

We provide certain postretirement health care and life insurance benefits for certain employees, principally in the United States and Brazil. Participation in these plans generally has been generally limited to older employees and existing retirees. See Note 7 to8 of our Consolidated Financial Statements for more information regarding costs and assumptions for other postretirement benefits.

Nature of Estimates Required.  The measurement of our obligations, costs and liabilities associated with other postretirement benefits, such as retiree health care and life insurance, requires that we make use of estimates of the present value of the projected future payments to all participants, taking into consideration the likelihood of potential future events such as health care cost increases and demographic experience, which may have an effect on the amount and timing of future payments.

Assumptions and Approach Used.  The assumptions used in developing the required estimates include the following key factors:
•   Health care cost trends•   Inflation
•   Discount rates•   Medical coverage elections
•   Retirement rates•   Mortality rates

35




Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook, efficiencies, and other cost-mitigating actions, including further employee cost sharing, administrative improvements and other efficiencies, andas well as an assessment of likely long-term trends. For the years ended December 31, 2013, 20122016, 2015 and 2011, as previously discussed,2014, we used a globally consistent methodology as previously discussed to set the discount rate in the countries where our largest benefit obligations exist. In the United States, we constructed a hypothetical bond portfolio of high-quality corporate bonds and then applied the cash flows of our benefit plans to those bond yields to derive a discount rate. In the United States, the bond portfolio is large enough to result in taking a “settlement approach” to derive the discount rate, wherein which high-quality corporate bonds are assumed to be purchased and the resulting coupon payments and maturities are used to satisfy our largest U.S. pension plan’s projected benefit payments. After the bond portfolio is selected, a single discount rate is determined such that the market value of the bonds purchased equals the discounted value of the plan’s benefit payments. For our Brazilian plan, we based the discount rate on government bond indices within that country. The indices used were chosen to match our expected plan obligations and related expected cash flows. Our inflation assumptions are based on an evaluation of external market indicators. Retirement and termination rates are based primarily on actual plan experience and actuarial standards of practice. The mortality rates for the U.S. plans were updated during 20132016 to reflect expected improvements in the life expectancySociety of Actuaries’ most recent findings on the plan participants.topic of mortality. The effects of actual results differing from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense in such future periods.

Our U.S. postretirement health care and life insurance plans represent approximately 92%85% of our consolidated projected benefit obligation. If the discount rate used to determine the 20132016 projected benefit obligation for our U.S. postretirement benefit plans was decreased by 25 basis points, our projected benefit obligation would have increased by approximately $0.7$0.6 million at December 31, 2013,2016, and our 20142017 postretirement benefit expense would increase by a nominal amount. If the discount rate used to determine the 20132016 projected benefit obligation for our U.S. postretirement benefit plans was increased by 25 basis points, our projected benefit obligation would have decreased by approximately $0.7$0.6 million at December 31, 2016, and our 20142017 pension expense would decrease by a nominal amount.

Unrecognized actuarial losses related to our U.S. and Brazilian postretirement benefit plans were $4.1$2.0 million as of December 31, 20132016 compared to $10.8$1.4 million as of December 31, 2012,2015, of which $6.5$2.5 million and $10.0$4.0 million, respectively, related to our U.S. postretirement benefit plans. The decrease in losses primarily reflects the increase in the discount rate during 2013. The unrecognized actuarial losses will be impacted in future periods by discount rate changes, actual demographic

38



experience, actual health care inflation and certain other factors. These losses, to the extent they exceed the gain/loss corridor, will be amortized on a straight-line basis over the average remaining service period of active employees expected to receive benefits, or the average remaining lives of inactive participants, covered under the postretirement benefit plans. As of December 31, 2013,2016, the average amortization period was 1314 years for our U.S. postretirement benefit plans. The estimated net actuarial loss for postretirement health care benefits expected to be amortized from our accumulated other comprehensive loss during the year ended December 31, 20142017 is approximately $0.1less than $0.1 million,, compared to approximately $0.5less than $0.1 million during the year ended December 31, 2013.2016.

As of December 31, 2013,2016, we had approximately $30.3$28.6 million in unfunded obligations related to our U.S. and Brazilian postretirement health and life insurance benefit plans. In 2013,2016, we made benefit payments of approximately
$1.8 $1.2 million towards these obligations, and we expect to make benefit payments of approximately $1.8$1.6 million towards these obligations in 2014.2017.

For measuring the expected U.S. postretirement benefit obligation at December 31, 2013 and 2012,2016, we assumed a 7.5% and 8.0%7.0% health care cost trend rate for 2014 and 2013, respectively,2017 decreasing to 5.0% by 2019.2025. For measuring the expected U.S. postretirement benefit obligation at December 31, 2015, we assumed a 7.25% health care cost trend rate for 2016 decreasing to 5.0% by 2025. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2013,2016, we assumed a 12.25%11.8% health care cost trend rate for 2014,2017, decreasing to 6.45%6.05% by 2024.2028. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2012,2015, we assumed a 10.7%12.6% health care cost trend rate for 2013,2016, decreasing to 6.2%6.75% by 2022.2026. Changing the assumed health care cost trend rates by one percentage point each year and holding all other assumptions constant would have had the following effect to service and interest cost for 20132016 and the accumulated postretirement benefit obligation at December 31, 20132016 (in millions):
One Percentage
Point Increase
 
One Percentage
Point Decrease
One Percentage
Point Increase
 
One Percentage
Point Decrease
Effect on service and interest cost$0.4
 $(0.3)$0.2
 $(0.2)
Effect on accumulated benefit obligation$3.8
 $(3.8)$3.6
 $(3.0)


36



Litigation

We are party to various claims and lawsuits arising in the normal course of business. We closely monitor these claims and lawsuits and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position or results of operations and accrue and/or disclose loss contingencies as appropriate.

Goodwill, Other Intangible Assets and Long-Lived Assets

We test goodwill and other indefinite-lived intangible assets for impairment, on an annual basis or on an interim basis if an event occursat the reporting unit level, annually and when events or circumstances changeindicate that would reduce the fair value of a reporting unit may be below its carrying value. Our annual qualitative or quantitative assessments involve determining an estimate of the fair value of our reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill and other indefinite-lived intangible assets exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and, thus, the second step of the quantitative impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss, if any. Fair values are derived based on an evaluation of past and expected future performance of our reporting units. A reporting unit is an operating segment or one level below an operating segment, for example, a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and our executive management team regularly reviews the operating results of that component. In addition, weWe combine and aggregate two or more components of an operating segment as a single reporting unit if the components have similar economic characteristics. Our reportable segments are not our reporting units.

Goodwill is evaluated annually as of October 1 for impairment using a qualitative assessment or a quantitative two-step assessment. If we elect to perform a qualitative assessment and determine the fair value of our reporting units more likely than not exceeds their carrying value, no further evaluation is necessary. For reporting units where we perform a two-step quantitative assessment, the first step requires us to compare the fair value of each reporting unit to its respective carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value of the reporting unit, the second step of the quantitative assessment is required to measure the amount of impairment, if any. The second step of the quantitative goodwill impairment test, used to measure the amountassessment results in a calculation of impairment loss, compares the implied fair value of the reporting unitunit’s goodwill, with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill. The implied fair value of goodwillwhich is determined in the same manner as the amount of goodwill recognized in a business combination; that is, we allocate the fair value of a reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire

39



the reporting unit. The excess of the fair value of a reporting unit over the amountsfair values assigned to its assets and liabilities isliabilities. If the implied fair value of goodwill.goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss.

We utilize a combination of valuation techniques, including a discounted cash flow approach and a market multiple approach, when making quantitative goodwill assessments. As stated above, goodwill is tested qualitatively or quantitatively for impairment on an annual basis and more often if indications of impairment exist.

We review our long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment lossThe evaluation for recoverability is recognized whenperformed at a level where independent cash flows may be attributed to either an asset or asset group. If we determine that the carrying amount of an asset or asset group is not recoverable based on the expected undiscounted future cash flows estimated to be generated byof the asset or asset group, an impairment loss is recorded equal to be held and used are not sufficient to recover the unamortized balanceexcess of the asset. An impairment loss would be recognized based oncarrying amounts over the difference between the carrying values and estimated fair value. The estimated fair value is determined based on eitherof the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to income in the current year. If the asset being tested for recoverability was acquired in a business combination, intangible assets resulting from the acquisition that are related to the asset are included in the assessment.long-lived assets. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. We also evaluate the amortization periods assigned to our intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.

We make various assumptions, including assumptions regarding future cash flows, market multiples, growth rates and discount rates, in our assessments of the impairment of goodwill, other indefinite-lived intangible assets and long-lived assets for impairment.assets. The assumptions about future cash flows and growth rates are based on the current and long-term business plans of the reporting unit or related to the long-lived assets. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit or long-lived assets. These assumptions require significant judgments on our part, and the conclusions that we reach could vary significantly based upon these judgments.

During the fourth quarter of 2012, we recorded a non-cash impairment charge of approximately $22.4 million related to goodwill and certain other identifiable intangible assets associated with our Chinese harvesting business in accordance with ASC 350. See Note 1 to our Consolidated Financial Statements for further discussion.
    
The results of our goodwill and long-lived assets impairment analyses conducted as of October 1, 20132016, 2015 and 20112014 indicated that no reduction in the carrying amount of goodwill and long-lived assets was required. The results of our

Our goodwill impairment analysis conducted as of October 1, 20122016 indicated that no other reductionthe fair value in excess of the carrying value related to our GSI EAME reporting unit was approximately 10%. The percentage of the fair value in excess of the carrying value increased slightly compared to our 2015 annual analysis and more recent analyses during 2016. The operations of the GSI reporting unit include the manufacturing and distribution of grain storage and protein production equipment. The amount of goodwill allocated to GSI EAME as of October 1, 2016 was approximately $278.7 million.
Numerous facts and circumstances are considered when evaluating the carrying amount of goodwillour goodwill. The fair value of a reporting unit is impacted by the reporting unit’s expected financial performance, which is dependent upon the agricultural industry and long-lived assets was required.other factors that could adversely affect the agricultural industry, including but not limited to, declines in the general economy, increases in farm input costs, weather conditions, lower commodity prices and changes in the availability of credit. The estimated fair value of the individual reporting units is assessed for reasonableness by reviewing a variety of indicators evaluated over a reasonable period of time.

37



As of December 31, 2013,2016, we had approximately $1,178.7$1,376.4 million of goodwill. While our annual impairment testing in 20132016 supported the carrying amount of this goodwill, we may be required to reevaluatere-evaluate the carrying amount in future periods, thus utilizing different assumptions that reflect the then current market conditions and expectations, and, therefore, we could conclude that an impairment has occurred.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

The Quantitative and Qualitative Disclosures about Market Risk information required by this Item set forth under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Foreign Currency Risk Management” and “- Interest Rates” on pages 32 and 33“Interest Rate Risk” under Item 7 of this Form 10-K are incorporated herein by reference.


4038



Item 8.        Financial Statements and Supplementary Data

The following Consolidated Financial Statements of AGCO and its subsidiaries for each of the years in the three-year period ended December 31, 20132016 are included in this Item:

The information under the heading “Quarterly Results” of Item 7 of this Form 10-K is incorporated herein by reference.


4139



Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
AGCO Corporation:

We have audited the accompanying consolidated balance sheets of AGCO Corporation and subsidiaries as of December 31, 20132016 and 2012,2015, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013.2016. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in Item 15(a)(2). These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AGCO Corporation and subsidiaries as of December 31, 20132016 and 2012,2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013,2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
    
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AGCO Corporation’s internal control over financial reporting as of December 31, 2013,2016, based on criteria established in Internal Control — Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 20142017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.


/s/ KPMG LLP
Atlanta, Georgia
February 28, 20142017


4240



AGCO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)

 Years Ended December 31,
 2013 2012 2011
Net sales$10,786.9
 $9,962.2
 $8,773.2
Cost of goods sold8,396.3
 7,839.0
 6,997.1
Gross profit2,390.6
 2,123.2
 1,776.1
Selling, general and administrative expenses1,088.7
 1,041.2
 869.3
Engineering expenses353.4
 317.1
 275.6
Restructuring and other infrequent income
 
 (0.7)
Impairment charge
 22.4
 
Amortization of intangibles47.8
 49.3
 21.6
Income from operations900.7
 693.2
 610.3
Interest expense, net58.0
 57.6
 30.2
Other expense, net40.1
 34.8
 19.1
Income before income taxes and equity in net earnings of affiliates802.6
 600.8
 561.0
Income tax provision258.5
 137.9
 24.6
Income before equity in net earnings of affiliates544.1
 462.9
 536.4
Equity in net earnings of affiliates48.2
 53.5
 48.9
Net income592.3
 516.4
 585.3
Net loss (income) attributable to noncontrolling interests4.9
 5.7
 (2.0)
Net income attributable to AGCO Corporation and subsidiaries$597.2
 $522.1
 $583.3
Net income per common share attributable to AGCO Corporation and subsidiaries: 
  
  
Basic$6.14
 $5.38
 $6.10
Diluted$6.01
 $5.30
 $5.95
Cash dividends declared and paid per common share$0.40
 $
 $
Weighted average number of common and common equivalent shares outstanding: 
  
  
Basic97.3
 97.1
 95.6
Diluted99.4
 98.6
 98.1






See accompanying notes to Consolidated Financial Statements.

43



AGCO CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)

 Years Ended December 31,
 2013 2012 2011
Net income$592.3
 $516.4
 $585.3
Other comprehensive loss, net of reclassification adjustments:     
Defined benefit pension plans, net of taxes:     
Prior service cost arising during year
 (2.5) (5.0)
Net actuarial gain (loss) arising during year45.2
 (28.2) (61.8)
Amortization of prior service cost included in net periodic pension cost0.6
 0.4
 0.1
Amortization of net actuarial losses included in net periodic pension cost10.7
 7.6
 5.6
Derivative adjustments:     
Net changes in fair value of derivatives(1.4) (3.1) (0.2)
Net losses (gains) reclassified from accumulated other comprehensive loss into income0.5
 8.1
 (5.2)
Net changes in fair value of derivatives held by affiliates
 
 2.5
Foreign currency translation adjustments(87.2) (62.7) (204.6)
Other comprehensive loss, net of reclassification adjustments(31.6) (80.4) (268.6)
Comprehensive income560.7
 436.0
 316.7
Comprehensive loss (income) attributable to noncontrolling interests5.2
 7.3
 (1.9)
Comprehensive income attributable to AGCO Corporation and subsidiaries$565.9
 $443.3
 $314.8
 Years Ended December 31,
 2016 2015 2014
Net sales$7,410.5
 $7,467.3
 $9,723.7
Cost of goods sold5,895.0
 5,906.7
 7,657.4
Gross profit1,515.5
 1,560.6
 2,066.3
Selling, general and administrative expenses867.9
 852.3
 995.4
Engineering expenses296.1
 282.2
 337.0
Restructuring expenses11.9
 22.3
 46.4
Amortization of intangibles51.2
 42.7
 41.0
Income from operations288.4
 361.1
 646.5
Interest expense, net52.1
 45.4
 58.4
Other expense, net31.4
 36.3
 49.1
Income before income taxes and equity in net earnings of affiliates204.9
 279.4
 539.0
Income tax provision92.2
 72.5
 187.7
Income before equity in net earnings of affiliates112.7
 206.9
 351.3
Equity in net earnings of affiliates47.5
 57.1
 52.9
Net income160.2
 264.0
 404.2
Net (income) loss attributable to noncontrolling interests(0.1) 2.4
 6.2
Net income attributable to AGCO Corporation and subsidiaries$160.1
 $266.4
 $410.4
Net income per common share attributable to AGCO Corporation and subsidiaries: 
  
  
Basic$1.97
 $3.06
 $4.39
Diluted$1.96
 $3.06
 $4.36
Cash dividends declared and paid per common share$0.52
 $0.48
 $0.44
Weighted average number of common and common equivalent shares outstanding: 
  
  
Basic81.4
 87.0
 93.4
Diluted81.7
 87.1
 94.2






See accompanying notes to Consolidated Financial Statements.


4441



AGCO CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)

 Years Ended December 31,
 2016 2015 2014
Net income$160.2
 $264.0
 $404.2
Other comprehensive income (loss), net of reclassification adjustments:     
Defined benefit pension plans, net of taxes:     
Prior service cost arising during the year(2.6) (4.7) 
Net loss recognized due to settlement0.4
 0.2
 0.4
Net gain recognized due to curtailment(0.1) 
 (0.4)
Net actuarial (loss) gain arising during the year(62.9) 2.1
 (54.8)
Amortization of prior service cost included in net periodic pension cost1.1
 0.4
 0.6
Amortization of net actuarial losses included in net periodic pension cost8.6
 6.3
 7.3
Derivative adjustments:     
Net changes in fair value of derivatives(7.7) (4.6) (1.4)
Net losses reclassified from accumulated other comprehensive loss into income1.0
 2.7
 1.5
Foreign currency translation adjustments82.4
 (558.2) (349.3)
Other comprehensive income (loss), net of reclassification adjustments20.2
 (555.8) (396.1)
Comprehensive income (loss)180.4
 (291.8) 8.1
Comprehensive (income) loss attributable to noncontrolling interests(1.7) 4.5
 6.5
Comprehensive income (loss) attributable to AGCO Corporation and subsidiaries$178.7
 $(287.3) $14.6






See accompanying notes to Consolidated Financial Statements.


42



AGCO CORPORATION

CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
December 31,
2013
 December 31,
2012
December 31,
2016
 December 31,
2015
ASSETS
Current Assets: 
  
 
  
Cash and cash equivalents$1,047.2
 $781.3
$429.7
 $426.7
Accounts and notes receivable, net940.6
 924.6
890.4
 836.8
Inventories, net2,016.1
 1,703.1
1,514.8
 1,423.4
Deferred tax assets241.2
 243.5
Other current assets272.0
 302.2
330.8
 211.4
Total current assets4,517.1
 3,954.7
3,165.7
 2,898.3
Property, plant and equipment, net1,602.3
 1,406.1
1,361.3
 1,347.1
Investment in affiliates416.1
 390.3
414.9
 392.9
Deferred tax assets24.4
 40.0
99.7
 100.7
Other assets134.6
 131.2
143.1
 136.5
Intangible assets, net565.6
 607.1
607.3
 507.7
Goodwill1,178.7
 1,192.4
1,376.4
 1,114.5
Total assets$8,438.8
 $7,721.8
$7,168.4
 $6,497.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities: 
  
 
  
Current portion of long-term debt$110.5
 $59.1
$85.4
 $89.0
Convertible senior subordinated notes201.2
 192.1
Senior term loan
 217.2
Accounts payable960.3
 888.3
722.6
 625.6
Accrued expenses1,389.2
 1,226.5
1,160.8
 1,106.9
Other current liabilities150.8
 98.8
176.1
 146.7
Total current liabilities2,812.0
 2,464.8
2,144.9
 2,185.4
Long-term debt, less current portion938.5
 1,035.6
Long-term debt, less current portion and debt issuance costs1,610.0
 925.2
Pensions and postretirement health care benefits246.4
 331.6
270.0
 233.9
Deferred tax liabilities251.2
 242.7
112.4
 86.4
Other noncurrent liabilities145.9
 149.1
193.9
 183.5
Total liabilities4,394.0
 4,223.8
4,331.2
 3,614.4
Commitments and contingencies (Note 11)

 

Temporary equity
 16.5
Commitments and contingencies (Note 12)

 

Stockholders’ Equity: 
  
 
  
AGCO Corporation stockholders’ equity: 
  
 
  
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2013 and 2012
 
Common stock; $0.01 par value, 150,000,000 shares authorized, 97,362,466 and 96,815,998 shares issued and outstanding at December 31, 2013 and 2012, respectively1.0
 1.0
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2016 and 2015
 
Common stock; $0.01 par value, 150,000,000 shares authorized, 79,465,393 and 83,814,809 shares issued and outstanding at December 31, 2016 and 2015, respectively0.8
 0.8
Additional paid-in capital1,117.9
 1,082.9
103.3
 301.7
Retained earnings3,402.0
 2,843.7
4,113.6
 3,996.0
Accumulated other comprehensive loss(510.7) (479.4)(1,441.6) (1,460.2)
Total AGCO Corporation stockholders’ equity4,010.2
 3,448.2
2,776.1
 2,838.3
Noncontrolling interests34.6
 33.3
61.1
 45.0
Total stockholders’ equity4,044.8
 3,481.5
2,837.2
 2,883.3
Total liabilities, temporary equity and stockholders’ equity$8,438.8
 $7,721.8
Total liabilities and stockholders’ equity$7,168.4
 $6,497.7


See accompanying notes to Consolidated Financial Statements.

4543



AGCO CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except share amounts)
    
Additional
Paid-in
Capital
 
Retained
Earnings
 Accumulated Other Comprehensive Loss 
Noncontrolling
Interests
 
Total
Stockholders’
Equity
 Temporary Equity    
Additional
Paid-in
Capital
 
Retained
Earnings
 Accumulated Other Comprehensive Loss 
Noncontrolling
Interests
 
Total
Stockholders’
Equity
 Temporary Equity
Common Stock 
Defined
Benefit
Pension
Plans
 
Cumulative
Translation
Adjustment
 
Deferred
(Losses) Gains on
Derivatives
 
Accumulated
Other
Comprehensive Loss
 Common Stock 
Defined
Benefit
Pension
Plans
 
Cumulative
Translation
Adjustment
 
Deferred
(Losses) Gains on
Derivatives
 
Accumulated
Other
Comprehensive Loss
 
Shares Amount 
Noncontrolling
Interests
Total
Stockholders’
Equity
Shares Amount 
Noncontrolling
Interests
Total
Stockholders’
Equity
Balance, December 31, 201093,143,542
 $0.9
 $1,051.3
 $1,738.3
 $(179.1) $48.4
 $(1.4) $(132.1) $0.8
$2,659.2
$
Net income
 
 
 583.3
 
 
 
 
 2.0
585.3
 
Balance, December 31, 201397,362,466
 $1.0
 $1,117.9
 $3,402.0
 $(206.4) $(304.1) $(0.2) $(510.7) $34.6
 $4,044.8
 $
Net income (loss)
 
 
 410.4
 
 
 
 
 0.1
 410.5
 (6.3)
Payment of dividends to shareholders
 
 
 (40.8) 
 
 
 
 
 (40.8)  
Issuance of restricted stock12,034
 
 0.7
 
 
 
 
 
 
 0.7
  14,907
 
 0.9
 
 
 
 
 
 
 0.9
  
Issuance of performance award stock51,590
 
 (1.5) 
 
 
 
 
 
 (1.5)  
Stock options and SSARs exercised60,992
 
 (0.7) 
 
 
 
 
 
 (0.7)  
Issuance of stock awards367,100
 
 (11.8) 
 
 
 
 
 
 (11.8)  
SSARs exercised30,477
 
 (1.2) 
 
 
 
 
 
 (1.2)  
Stock compensation
 
 23.7
 
 
 
 
 
 
 23.7
  
 
 (11.7) 
 
 
 
 
 
 (11.7)  
Conversion of 13/4% convertible senior subordinated notes
3,926,574
 0.1
 (0.1) 
 
 
 
 
 
 
  
Investments by noncontrolling interests
 
 
 
 
 
 
 
 34.6
 34.6
  
Shortfall in tax benefit of stock awards
 
 (0.2) 
 
 
 
 
 
 (0.2)  
Conversion of 11/4% convertible senior subordinated notes
1,437,465
 
 
 
 
 
 
 
 
 
  
Investment by noncontrolling interest
 
 
 
 
 
 
 
 16.1
 16.1
  
Distribution to noncontrolling interest
 
 
 
 
 
 
 
 (1.5) (1.5)  
 
 
 
 
 
 
 
 (2.4) (2.4)  
Change in fair value of noncontrolling interest
 
 (0.2) 
 
 
 
 
 0.2
 
  
Changes in noncontrolling interest
 
 (11.8) 
 
 
 
 
 
 (11.8) 6.6
Purchases and retirement of common stock(10,066,322) (0.1) (499.6) 
 
 
 
 
 
 (499.7)  
Defined benefit pension plans, net of taxes: 
  
  
  
  
  
  
    
     
  
  
  
  
  
  
    
    
Prior service cost arising during year
 
 
 
 (5.0) 
 
 (5.0) 
 (5.0)  
Net loss recognized due to settlement
 
 
 
 0.4
 
 
 0.4
 
 0.4
  
Net gain recognized due to curtailment
 
 
 
 (0.4) 
 
 (0.4) 
 (0.4)  
Net actuarial loss arising during year
 
 
 
 (61.8) 
 
 (61.8) 
 (61.8)  
 
 
 
 (54.8) 
 
 (54.8) 
 (54.8)  
Amortization of prior service cost included in net periodic pension cost
 
 
 
 0.1
 
 
 0.1
 
 0.1
  
 
 
 
 0.6
 
 
 0.6
 
 0.6
  
Amortization of net actuarial losses included in net periodic pension cost
 
 
 
 5.6
 
 
 5.6
 
 5.6
  
 
 
 
 7.3
 
 
 7.3
 
 7.3
  
Deferred gains and losses on derivatives, net
 
 
 
 
 
 (5.4) (5.4) 
 (5.4)  
 
 
 
 
 
 0.1
 0.1
 
 0.1
  
Deferred gains and losses on derivatives held by affiliates, net
 
 
 
 
 
 2.5
 2.5
 
 2.5
  
Change in cumulative translation adjustment
 
 
 
 
 (204.5) 
 (204.5) (0.1) (204.6)  
 
 
 
 
 (349.0) 
 (349.0) 
 (349.0) (0.3)
Balance, December 31, 201197,194,732
 1.0
 1,073.2
 2,321.6
 (240.2) (156.1) (4.3) (400.6) 36.0
 3,031.2
 
Balance, December 31, 201489,146,093
 0.9
 582.5
 3,771.6
 (253.3) (653.1) (0.1) (906.5) 48.4
 3,496.9
 
Net income (loss)
 
 
 522.1
 
 
 
 
 3.0
 525.1
 (8.7)
 
 
 266.4
 
 
 
 
 (2.4) 264.0
 

Payment of dividends to shareholders
 
 
 (42.0) 
 
 
 
 
 (42.0)  
Issuance of restricted stock13,986
 
 1.0
 
 
 
 
 
 
 1.0
  15,711
 
 0.8
 
 
 
 
 
 
 0.8
  
Stock options and SSARs exercised16,287
 
 (0.3) 
 
 
 
 
 
 (0.3)  
Issuance of stock awards172,759
 
 (5.6) 
 
 
 
 
 
 (5.6)  
SSARs exercised22,176
 
 (0.7) 
 
 
 
 
 
 (0.7)  
Stock compensation
 
 35.8
 
 
 
 
 
 
 35.8
  
 
 11.4
 
 
 
 
 
 
 11.4
  
Investments by redeemable noncontrolling interest
 
 
 
 
 
 
 
 
 
 17.6
Distribution to noncontrolling interest
 
 
 
 
 
 
 
 (1.7) (1.7)  
Changes in noncontrolling interests
 
 
 
 
 
 
 
 (4.0) (4.0)  
Excess tax benefit of stock awards
 
 0.7
 
 
 
 
 
 
 0.7
  
Changes in noncontrolling interest
 
 
 
 
 
 
 
 1.1
 1.1
 

Purchases and retirement of common stock(409,007) 
 (17.6) 
 
 
 
 
 
 (17.6)  (5,541,930) (0.1) (287.4) 
 
 
 
 
 
 (287.5)  
Defined benefit pension plans, net of taxes: 
  
  
  
  
  
  
         
  
  
  
  
  
  
        
Prior service cost arising during year
 
 
 
 (2.5) 
 
 (2.5) 
 (2.5)  
 
 
 
 (4.7) 
 
 (4.7) 
 (4.7)  
Net loss recognized due to settlement
 
 
 
 0.2
 
 
 0.2
 
 0.2
  
Net actuarial gain arising during year
 
 
 
 2.1
 
 
 2.1
 
 2.1
  
Amortization of prior service cost included in net periodic pension cost
 
 
 
 0.4
 
 
 0.4
 
 0.4
  
Amortization of net actuarial losses included in net periodic pension cost
 
 
 
 6.3
 
 
 6.3
 
 6.3
  
Deferred gains and losses on derivatives, net
 
 
 
 
 
 (1.9) (1.9) 
 (1.9)  
Change in cumulative translation adjustment
 
 
 
 
 (556.1) 
 (556.1) (2.1) (558.2) 

Balance, December 31, 201583,814,809
 0.8
 301.7
 3,996.0
 (249.0) (1,209.2) (2.0) (1,460.2) 45.0
 2,883.3
 
Net income
 
 
 160.1
 
 
 
 
 0.1
 160.2
  
Payment of dividends to shareholders
 
 
 (42.5) 
 
 
 
 
 (42.5)  
Issuance of restricted stock15,395
 
 0.8
 
 
 
 
 
 
 0.8
  
Issuance of stock awards27,333
 
 (0.9) 
 
 
 
 
 
 (0.9)  
SSARs exercised21,106
 
 (0.9) 
 
 
 
 
 
 (0.9)  
Stock compensation
 
 17.3
 
 
 
 
 
 
 17.3
  
Investment by noncontrolling interests
 
 
 
 
 
 
 
 12.2
 12.2
  
Changes in noncontrolling interest
 
 (2.2) 
 
 
 
 
 2.2
 
  
Purchases and retirement of common stock(4,413,250) 
 (212.5) 
 
 
 
 
 
 (212.5)  
Defined benefit pension plans, net of taxes:                     
Prior service cost arising during year
 
 
 
 (2.6) 
 
 (2.6) 
 (2.6)  
Net loss recognized due to settlement
 
 
 
 0.4
 
 
 0.4
 
 0.4
  
Net gain recognized due to curtailment
 
 
 
 (0.1) 
 
 (0.1) 
 (0.1)  
Net actuarial loss arising during year
 
 
 
 (28.2) 
 
 (28.2) 
 (28.2)  
 
 
 
 (62.9) 
 
 (62.9) 
 (62.9)  
Amortization of prior service cost included in net periodic pension cost
 
 
 
 0.4
 
 
 0.4
 
 0.4
  
 
 
 
 1.1
 
 
 1.1
 
 1.1
  
Amortization of net actuarial losses included in net periodic pension cost
 
 
 
 7.6
 
 
 7.6
 
 7.6
  
 
 
 
 8.6
 
 
 8.6
 
 8.6
  
Deferred gains and losses on derivatives, net
 
 
 
 
 
 5.0
 5.0
 
 5.0
  
 
 
 
 
 
 (6.7) (6.7) 
 (6.7)  
Reclassification to temporary equity- Equity component of convertible senior subordinated notes
 
 (9.2) 
 
 
 
 
 
 (9.2) 9.2
Change in cumulative translation adjustment
 
 
 
 
 (61.1) 
 (61.1) 
 (61.1) (1.6)
 
 
 
 
 80.8
 
 80.8
 1.6
 82.4
  
Balance, December 31, 201296,815,998
 1.0
 1,082.9
 2,843.7
 (262.9) (217.2) 0.7
 (479.4) 33.3
 3,481.5
 16.5
Net income (loss)
 
 
 597.2
 
 
 
 
 4.4
 601.6
 (9.3)
Payment of dividends to shareholders
 
 
 (38.9) 
 
 
 
 
 (38.9)  
Issuance of restricted stock12,059
 
 0.6
 
 
 
 
 
 
 0.6
  
Issuance of performance award stock491,692
 
 (14.7) 
 
 
 
 
 
 (14.7)  
SSARs exercised61,941
 
 (2.2) 
 
 
 
 
 
 (2.2)  
Stock compensation
 
 34.0
 
 
 
 
 
 
 34.0
  
Excess tax benefit of stock awards
 
 11.4
 
 
 
 
 
 
 11.4
  
Conversion of 11/4% convertible senior subordinated notes
286
 
 
 
 
 
 
 
 
 
  
Distribution to noncontrolling interest
 
 
 
 
 
 
 
 (3.1) (3.1)  
Changes in noncontrolling interest
 
 (2.3) 
 
 
 
 
 
 (2.3) 2.3
Purchases and retirement of common stock(19,510) 
 (1.0) 
 
 
 
 
 
 (1.0)  
Defined benefit pension plans, net of taxes: 
  
  
  
  
  
  
        
Net actuarial gain arising during year
 
 
 
 45.2
 
 
 45.2
 
 45.2
  
Amortization of prior service cost included in net periodic pension cost
 
 
 
 0.6
 
 
 0.6
 
 0.6
  
Amortization of net actuarial losses included in net periodic pension cost
 
 
 
 10.7
 
 
 10.7
 
 10.7
  
Deferred gains and losses on derivatives, net
 
 
 
 
 
 (0.9) (0.9) 
 (0.9)  
Reclassification from temporary equity- Equity component of convertible senior subordinated notes
 
 9.2
 
 
 
 
 
 
 9.2
 (9.2)
Change in cumulative translation adjustment
 
 
 
 
 (86.9) 
 (86.9) 
 (86.9) (0.3)
Balance, December 31, 201397,362,466
 $1.0
 $1,117.9
 $3,402.0
 $(206.4) $(304.1) $(0.2) $(510.7) $34.6
 $4,044.8
 $
Balance, December 31, 201679,465,393
 $0.8
 $103.3
 $4,113.6
 $(304.5) $(1,128.4) $(8.7) $(1,441.6) $61.1
 $2,837.2
 $
See accompanying notes to Consolidated Financial Statements.

4644



AGCO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

Years Ended December 31,Years Ended December 31,
2013 2012 20112016 2015 2014
Cash flows from operating activities: 
  
  
 
  
  
Net income$592.3
 $516.4
 $585.3
$160.2
 $264.0
 $404.2
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
 
  
  
Depreciation211.6
 180.6
 151.9
223.4
 217.4
 239.4
Deferred debt issuance cost amortization3.5
 3.5
 2.9
1.0
 2.0
 2.7
Impairment charge
 22.4
 
Amortization of intangibles47.8
 49.3
 21.6
51.2
 42.7
 41.0
Amortization of debt discount9.2
 8.7
 8.2
Stock compensation34.6
 36.8
 24.4
Stock compensation expense (credit)18.1
 12.2
 (10.8)
Proceeds from termination of hedging instrument7.3
 
 
Equity in net earnings of affiliates, net of cash received(19.0) (25.7) (19.0)(1.4) (19.0) (25.4)
Deferred income tax provision (benefit)21.7
 (36.4) (127.6)2.1
 (26.8) 3.6
Other0.3
 0.6
 (1.3)1.3
 (0.1) 2.5
Changes in operating assets and liabilities, net of effects from purchase of businesses: 
  
  
 
  
  
Accounts and notes receivable, net(36.2) 40.6
 5.4
(4.5) 3.8
 (103.9)
Inventories, net(356.9) (160.9) (221.0)(33.1) 117.6
 111.4
Other current and noncurrent assets7.0
 (71.8) (16.5)(98.7) (49.3) 29.1
Accounts payable54.7
 (61.7) 162.3
62.8
 37.3
 (219.4)
Accrued expenses123.4
 154.5
 183.5
47.0
 (34.8) (71.2)
Other current and noncurrent liabilities103.0
 9.5
 (34.2)(67.2) (42.8) 35.2
Total adjustments204.7
 150.0
 140.6
209.3
 260.2
 34.2
Net cash provided by operating activities797.0
 666.4
 725.9
369.5
 524.2
 438.4
Cash flows from investing activities: 
  
  
 
  
  
Purchases of property, plant and equipment(391.8) (340.5) (300.4)(201.0) (211.4) (301.5)
Proceeds from sale of property, plant and equipment2.6
 0.9
 1.5
2.4
 1.5
 2.8
Purchase of businesses, net of cash acquired(9.5) (2.9) (1,018.0)(383.8) (25.4) (130.3)
Investments in consolidated affiliates, net of cash acquired
 (20.1) (34.8)
(Sale of) investments in unconsolidated affiliates, net(10.0) (15.8) (8.3)
Investment in consolidated affiliates, net of cash acquired(11.8) 
 
Investments in unconsolidated affiliates(4.5) (3.8) (3.9)
Restricted cash and other
 3.7
 (3.7)0.4
 (1.7) 
Net cash used in investing activities(408.7) (374.7) (1,363.7)(598.3) (240.8) (432.9)
Cash flows from financing activities: 
  
  
 
  
  
Conversion of convertible senior subordinated notes
 
 (161.0)
Proceeds from debt obligations1,135.9
 926.3
 1,676.9
3,117.9
 1,951.9
 1,689.4
Repayments of debt obligations(1,194.0) (1,148.8) (826.4)(2,622.4) (1,769.5) (1,588.8)
Purchases and retirement of common stock(1.0) (17.6) 
(212.5) (287.5) (499.7)
Proceeds from issuance of common stock
 
 0.3
Repurchase or conversion of convertible senior subordinated notes
 
 (201.2)
Payment of dividends to stockholders(42.5) (42.0) (40.8)
Payment of minimum tax withholdings on stock compensation(17.0) (0.3) (2.5)(2.0) (6.3) (13.2)
Payment of debt issuance costs(2.5) (0.7) (1.4)
Excess tax benefit related to stock compensation11.4
 
 

 0.7
 
Payment of debt issuance costs(0.1) (0.2) (14.8)
(Distribution to) investments by noncontrolling interests, net(3.1) (1.0) (1.5)
Payment of dividends to stockholders(38.9) 
 
Net cash (used in) provided by financing activities(106.8) (241.6) 671.0
Purchase of or distribution to noncontrolling interests0.4
 
 (6.1)
Other
 
 (0.2)
Net cash provided by (used in) financing activities236.4
 (153.4) (662.0)
Effects of exchange rate changes on cash and cash equivalents(15.6) 6.8
 (28.7)(4.6) (67.0) (27.0)
Increase in cash and cash equivalents265.9
 56.9
 4.5
Increase (decrease) in cash and cash equivalents3.0
 63.0
 (683.5)
Cash and cash equivalents, beginning of year781.3
 724.4
 719.9
426.7
 363.7
 1,047.2
Cash and cash equivalents, end of year$1,047.2
 $781.3
 $724.4
$429.7
 $426.7
 $363.7

See accompanying notes to Consolidated Financial Statements.

4745

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.    Operations and Summary of Significant Accounting Policies

Business

AGCO Corporation and subsidiaries (“AGCO” or the “Company”) is a leading manufacturer and distributor of agricultural equipment and related replacement parts throughout the world. The Company sells a full range of agricultural equipment, including tractors, combines, hay tools, sprayers, forage equipment, seeding and tillage equipment, implements, and grain storage and protein production systems. The Company’s products are widely recognized in the agricultural equipment industry and are marketed under a number of well-known brand names including: Challenger®, Fendt®, GSI®, Massey Ferguson®, and Valtra®.The Company distributes most of its products through a combination of approximately 3,100over 3,000 independent dealers and distributors.distributors as well as the Company utilizes associates and licensees to provide a distribution channel for its products. In addition, the Company provides retail financing in the United States, Canada, Europe, South America and Australia through its retail finance joint ventures with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., or “Rabobank.”

Basis of Presentation and Consolidation

The Company’s Consolidated Financial Statements represent the consolidation of all wholly-owned companies, majority-owned companies and joint ventures wherein which the Company has been determined to be the primary beneficiary. The Company consolidates a variable interest entity (“VIE”) if the Company determines it is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits that potentially could be significant to the VIE. The Company also consolidates all entities that are not considered VIEs if it is determined that the Company has a controlling voting interest to direct the activities that most significantly impact the joint venture or entity. The Company records investments in all other affiliate companies using the equity method of accounting when it has significant influence. Other investments, including those representing an ownership interest of less than 20%, are recorded at cost. All significant intercompany balances and transactions have been eliminated in the Consolidated Financial Statements. Certain prior period amounts have been reclassified to conform to the current period presentation.

BasisUse of Consolidation of Joint Ventures and Other Variable Interest EntitiesEstimates

GIMA is a joint venture between AGCO and Claas Tractor SAS to cooperateThe preparation of financial statements in the field of purchasing, design and manufacturing of components for agricultural tractors. Each party has a 50% ownership interest in the joint venture and has an investment of approximately €4.2 million in the joint venture. Both parties purchase all of the production output of the joint venture. The Company does not consolidate the GIMA joint venture into the Company’s results of operations or financial position, as the Company does not have a controlling financial interest in GIMA based on the shared powers of both joint venture partners to direct the activities that most significantly impact GIMA’s financial performance.

Rabobank is a 51% owner in the Company’s retail finance joint ventures. The majority of the assets of the Company’s retail finance joint ventures represents finance receivables. The majority of the liabilities represents notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies, primarily through lines of credit. The Company does not guarantee the debt obligations of the retail finance joint ventures. The Company’s retail finance joint ventures provide retail financing and wholesale financing to its dealers (Notes 3 and 12). The Company has determined that the retail finance joint ventures do not meet the consolidation requirements and should be accounted for under the voting interest model. In making this determination, the Company evaluated the sufficiency of the equity at risk for each retail finance joint venture, the ability of the joint venture investorsconformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make decisions aboutestimates and assumptions that affect the joint ventures’ activities that have a significant effect on the successreported amounts of the entitiesassets and their economic performance, the obligations to absorb expected lossesliabilities and disclosure of the joint ventures,contingent assets and the rights to receive expected residual returns.

During 2011, the Company acquired 50% of AGCO-Amity JV, LLC (“AGCO-Amity JV”), thereby creating a joint venture between the Company and Amity Technology LLC. AGCO-Amity JV is located in North Dakota and manufactures air-seeding and tillage equipment. As the Company has a controlling voting interest to direct the activities that most significantly impact the joint venture, the Company has consolidated the joint venture’s operations in the Company’s results of operations and financial position commencing as of and fromliabilities at the date of the formationfinancial statements and the reported amounts of revenues and expenses during the joint venture.reporting period. Actual results could differ from those estimates. The estimates made by management primarily relate to accounts and notes receivable, inventories, deferred income tax valuation allowances, uncertain tax positions, goodwill and other identifiable intangible assets, and certain accrued liabilities, principally relating to reserves for volume discounts and sales incentives, warranty obligations, product liability and workers’ compensation obligations, and pensions and postretirement benefits.

During 2012, the Company acquired 61% of Santal Equipamentos S.A. Comércio e Indústria (“Santal”), a manufacturer and distributor of sugar cane planting, harvesting, handling and transportation equipment as well as replacement parts across Brazil. As the Company has a controlling voting interest to direct the activities that most significantly impact Santal, the Company has consolidated Santal’s operations in the Company’s results of operations and financial position commencing as of and from the date of acquisition.



48

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Revenue Recognition

Sales of equipment and replacement parts are recorded by the Company when title and risks of ownership have been transferred to an independent dealer, distributor or other customer. In certain countries, sales of certain grain storage and protein production systems wherein which the Company is responsible for construction or installation and which may be contingent upon customer acceptance, are recorded at theon an over-time basis, using a percentage of completion of the project.method. Payment terms vary by market and product, with fixed payment schedules on all sales. The terms of sale generally require that a purchase order or order confirmation accompany all shipments. Title generally passes to the dealer or distributor upon shipment or specified delivery, and the risk of loss upon damage, theft or destruction of the equipment is the responsibility of the dealer, distributor or third-party carrier.carrier at the point of the stated shipping or delivery term. In certain foreign countries, the Company retains a form of title to goods delivered to dealers until the dealer makes payment so that the Company can recover the goods in the event of customer default on payment. This occurs as the laws of some foreign countries do not provide for a seller’s retention of a security interest in goods in the same manner as established in the United States Uniform Commercial Code. The only right the Company retains with respect to the title are thoseis that enabling recovery of the goods in the event of customer default on payment. The dealer or distributor may not return equipment or replacement parts while its contract with the Company is in force. Replacement parts may be returned only under promotional and annual return programs. Provisions for returns under these programs are made at the time of sale based on the terms of the program and historical returns experience. The Company may

46

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

provide certain sales incentives to dealers and distributors. Provisions for sales incentives are made at the time of sale for existing incentive programs. These provisions are revised in the event of subsequent modification to the incentive program. See “Accounts and Notes Receivable” for further discussion.

In the United States and Canada, all equipmentamounts due from sales to dealers are immediately due upon a retail sale of the underlying equipment by the dealer with the exception of sales of grain storage and protein production systems. If not previously paid by the dealer in the United States and Canada, installment payments are required generally beginning after the interest-free period with the remaining outstanding equipment balance generally due within 12 months after shipment.shipment or delivery. Some specified programs in the United States and Canada may allow for interest-free periods and due dates of up to 24 months for certain products. Interest generally is charged on the outstanding balance six to 12 months after shipment.shipment or delivery. Sales terms of some highly seasonal products provide for payment and due dates based on a specified date during the year regardless of the shipment date. Equipment sold to dealers in the United States and Canada is paid in full on average within 12 months of shipment. Sales of replacement parts generally are payable within 30 days of shipment, with terms for some larger, seasonal stock orders generally requiring payment within six months of shipment. Sales of grain storage and protein production systems generally are payable within 30 days of shipment.

In other international markets, equipment sales generally are generally payable in full within 30 to 180 days of shipment.shipment or delivery. Payment terms for some highly seasonal products have a specified due date during the year regardless of the shipment or delivery date. Sales of replacement parts generally are payable within 30 to 90 days of shipment, with terms for some larger, seasonal stock orders generally payable within six months of shipment.

In certain markets, particularly in North America, there is a time lag, which varies based on the timing and level of retail demand, between the date the Company records a sale and when the dealer sells the equipment to a retail customer.

Foreign Currency Translation

The financial statements of the Company’s foreign subsidiaries are translated into United States currency in accordance with Accounting StandardStandards Codification (“ASC”) 830, “Foreign Currency Matters.” Assets and liabilities are translated to United States dollars at period-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the period. Translation adjustments are included in “Accumulated other comprehensive loss” in stockholders’ equity within the Company’s Consolidated Balance Sheets. Gains and losses, which result from foreign currency transactions, are included in the accompanying Consolidated Statements of Operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The estimates made by management primarily relate to accounts and notes receivable, inventories, deferred income tax valuation allowances, goodwill and other identifiable intangible assets, and certain accrued liabilities, principally relating to reserves for volume discounts and sales incentives, warranty obligations, product liability and workers’ compensation obligations, and pensions and postretirement benefits.


49

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Cash and Cash Equivalents

Cash at December 31, 20132016 and 20122015 of $465.2$386.2 million and $403.6$344.6 million,, respectively, consisted primarily of cash on hand and bank deposits. The Company considers all investments with an original maturity of three months or less to be cash equivalents. Cash equivalents at December 31, 20132016 and 20122015 of $582.0$43.5 million and $377.7$82.1 million,, respectively, consisted primarily of money market deposits, certificates of deposits and overnight investments.

Accounts and Notes Receivable

Accounts and notes receivable arise from the sale of equipment and replacement parts to independent dealers, distributors or other customers. Payments due under the Company’s terms of sale generally range from one to 12 months and are not contingent upon the sale of the equipment by the dealer or distributor to a retail customer. Under normal circumstances, payment terms are not extended and equipment may not be returned. In certain regions, with respect to most equipment sales, including the United States and Canada, the Company is obligated to repurchase equipment and replacement parts upon cancellation of a dealer or distributor contract. These obligations are required by national, state or provincial laws and require the Company to repurchase a dealer or distributor’s unsold inventory, including inventories for which the receivable already has already been paid.

The Company offers various sales terms with respect to its products. For sales in most markets outside of the United States and Canada, the Company generally does not normally charge interest on outstanding receivables with its dealers and distributors. For sales to certain dealers or distributors in the United States and Canada, interest is charged at or above prime lending rates on outstanding receivable balances after interest-free periods. These interest-free periods vary by product and generally range from one to 12 months withas previously discussed. In limited circumstances, the exceptionCompany provides sales terms, and in some cases, interest-free periods that are longer than 12 months for certain products. These are typically specified programs,

47

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

predominantly in the United States and Canada, in which bear interest is charged after various periodsa period of up to 2324 months depending on the time of year of the sale and the dealer or distributor’s ordering or sales volume during the preceding year. The Company’s North American geographical reportable segment comprised approximately 25.6% of the Company’s total net sales during 2013. For the year ended December 31, 2013, 20.8% and 4.3% of the Company’s net sales had maximum interest-free periods ranging from one to six months and seven to 12 months, respectively, related to its North American geographical reporting segment. Net sales with maximum interest-free periods ranging from 13 to 23 months were approximately 0.5% of the Company’s net sales during 2013. Actual interest-free periods are shorter than described above because the equipment receivable from dealers or distributors in some countries, such as in the United States and Canada, is generally due immediately upon sale of the equipment to a retail customer. Receivables can also be paid prior to terms specified in sales agreements. Under normal circumstances, interest is not forgiven and interest-free periods are not extended.

The following summarizes by geographic region, as a percentage of our consolidated net sales, amounts with maximum interest-free periods as presented below (in millions):

Year Ended December 31, 2016
North
America
 
South
America
 
Europe/Africa/
Middle East
 Asia/Pacific Consolidated
0 to 6 months$1,370.9
 $917.5
 $4,194.2
 $479.3
 $6,961.9
 94.0%
7 to 12 months391.6
 
 11.8
 
 403.4
 5.4%
13 to 24 months45.2
 
 
 
 45.2
 0.6%
 $1,807.7
 $917.5
 $4,206.0
 $479.3
 $7,410.5
 100.0%

The Company has an agreement to permit transferring, on an ongoing basis, substantially alla majority of its wholesale interest-bearing and non-interest bearing accounts receivable in North America, Europe and Brazil to its U.S., Canadian, European and Canadian retailBrazilian finance joint ventures. Upon transfer, the receivables maintain standard payment terms, including required regular principal payments on amounts outstanding, and interest charges at market rates. The Company also has accounts receivable sales agreements that permit the sale, on an ongoing basis, of a majority of its accounts receivables in Europe to its European retail finance joint ventures. Upon transfer, the receivables maintain standard payment terms. Qualified dealers may obtain additional financing through the Company’s U.S., Canadian, European and European retailBrazilian finance joint ventures at the joint ventures’ discretion.

The Company provides various volume bonus and sales incentive programs with respect to its products. These sales incentive programs include reductions in invoice prices, reductions in retail financing rates, dealer commissions and dealer incentive allowances. In most cases, incentive programs are established and communicated to the Company’s dealers on a quarterly basis. The incentives are paid either at the time of invoice (through a reduction of invoice price), at the time of the settlement of the receivable, at the time of retail financing, at the time of warranty registration, or at a subsequent time based on dealer purchases. The incentive programs are product-line specific and generally do not vary by dealer. The cost of sales incentives associated with dealer commissions and dealer incentive allowances is estimated based upon the terms of the programs and historical experience, is often based on a percentage of the sales price and is recorded at the later of (a) the date at which the related revenue is recognized, or (b) the date at which the sales incentive is offered. The related provisions and accruals are made on a product or product-line basis and are monitored for adequacy and revised at least quarterly in the event of subsequent modifications to the programs. Volume discounts are estimated and recognized based on historical experience, and related reserves are monitored and adjusted based on actual dealer purchases and the dealers’dealer’s progress towards achieving specified cumulative target levels. The Company records the cost of interest subsidy payments, which is a reduction in the retail financing rates, at the later of (a) the date at which the related revenue is recognized, or (b) the date at which the sales incentive is offered. Estimates of these incentives are based on the terms of the programs and historical experience. All incentive programs are recorded and presented as a reduction of revenue, due to the fact that the Company does not receive an identifiable benefit in exchange for the consideration provided. Reserves for incentive programs that will be paid either through the reduction of future invoices or through credit memos are recorded as “accounts receivable allowances” within the Company’s

50

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Consolidated Balance Sheets. Reserves for incentive programs that will be paid in cash, as is the case with most of the Company’s volume discount programs, as well as sales with incentives associated with accounts receivable sold to its U.S. and Canadian retail finance joint ventures, are recorded within “Accrued expenses” within the Company’s Consolidated Balance Sheets.

48

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Accounts and notes receivable are shown net of allowances for sales incentive discounts available to dealers and for doubtful accounts. Cash flows related to the collection of receivables are reported within “Cash flows from operating activities” within the Company’s Consolidated Statements of Cash Flows. Accounts and notes receivable allowances at December 31, 20132016 and 20122015 were as follows (in millions):
2013 20122016 2015
Sales incentive discounts$30.4
 $21.5
$34.5
 $24.5
Doubtful accounts34.9
 38.1
33.7
 29.3
$65.3
 $59.6
$68.2
 $53.8

The Company transfers certain accounts receivable under its accounts receivable sales agreements with its retail finance joint ventures (Note 3)4). The Company records such transfers as sales of accounts receivable when it is considered to have surrendered control of such receivables under the provisions of Accounting Standards Update (“ASU”) 2009-16, “Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets.” Cash payments are made to the Company’s U.S. and Canadian retail finance joint ventures for sales incentive discounts provided to dealers related to outstanding accounts receivables sold. The balances of such sales discount reserves that are recorded within “Accrued expenses” as of December 31, 20132016 and 20122015 were approximately $206.2202.5 million and $143.7229.5 million, respectively.

Inventories

Inventories are valued at the lower of cost or market using the first-in, first-out method. Market is current replacement cost (by purchase or by reproduction, dependent on the type of inventory). In cases where market exceeds net realizable value (i.e., estimated selling price less reasonably predictable costs of completion and disposal), inventories are stated at net realizable value. Market is not considered to be less than net realizable value reduced by an allowance for an approximately normal profit margin. At December 31, 20132016 and 20122015, the Company had recorded $119.9137.2 million and $99.2134.6 million, respectively, as an adjustment for surplus and obsolete inventories. These adjustments are reflected within “Inventories, net” within the Company’s Consolidated Balance Sheets.

Inventories, net at December 31, 20132016 and 20122015 were as follows (in millions):
2013 20122016 2015
Finished goods$775.7
 $598.5
$589.3
 $523.1
Repair and replacement parts550.2
 505.6
532.5
 515.4
Work in process109.0
 137.5
113.8
 97.5
Raw materials581.2
 461.5
279.2
 287.4
Inventories, net$2,016.1
 $1,703.1
$1,514.8
 $1,423.4

Cash flows related to the sale of inventories are reported within “Cash flows from operating activities” within the Company’s Consolidated Statements of Cash Flows.

49

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of 10ten to 40 years for buildings and improvements, 3three to 15 years for machinery and equipment and 3three to 10ten years for furniture and fixtures. Expenditures for maintenance and repairs are charged to expense as incurred.

51

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Property, plant and equipment, net at December 31, 20132016 and 20122015 consisted of the following (in millions):
2013 20122016 2015
Land$109.3
 $100.1
$112.1
 $105.7
Buildings and improvements714.8
 618.8
681.8
 637.4
Machinery and equipment1,852.0
 1,616.2
2,116.1
 1,966.8
Furniture and fixtures288.7
 244.5
126.4
 120.0
Gross property, plant and equipment2,964.8
 2,579.6
3,036.4
 2,829.9
Accumulated depreciation and amortization(1,362.5) (1,173.5)(1,675.1) (1,482.8)
Property, plant and equipment, net$1,602.3
 $1,406.1
$1,361.3
 $1,347.1

Goodwill, Other Intangible Assets and Long-Lived Assets

ASC 350, “Intangibles — Goodwill and Other,” establishes a method of testingThe Company tests goodwill and other indefinite-lived intangible assets for impairment, on an annual basis or on an interim basis if an event occursat the reporting unit level, annually and when events or circumstances changeindicate that would reduce the fair value of a reporting unit may be below its carrying value. The Company’s annual qualitative or quantitative assessments involve determining an estimate of the fair value of the Company’s reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill and other indefinite-lived intangible assets exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and, thus, the second step of the quantitative impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss, if any. Fair values are derived based on an evaluation of past and expected future performance of the Company’s reporting units. A reporting unit is an operating segment or one level below an operating segment, for example, a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and the Company’s executive management team regularly reviews the operating results of that component. In addition, theThe Company combines and aggregates two or more components of an operating segment as a single reporting unit if the components have similar economic characteristics. The Company’s reportable segments are not its reporting units.

Goodwill is evaluated annually as of October 1 for impairment using a qualitative assessment or a quantitative two-step assessment. If the Company elects to perform a qualitative assessment and determines the fair value of its reporting units more likely than not exceed their carrying value, no further evaluation is necessary. For reporting units where the Company performs a two-step quantitative assessment, the first step requires the Company to compare the fair value of each reporting unit, which is determined based on a combination of a discounted cash flow valuation approach and a market multiple valuation approach, to its respective carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value of the reporting unit, the second step of the quantitative process is required to measure the amount of impairment, if any. The second step of the quantitative goodwill impairment test, used to measure the amountassessment results in a calculation of impairment loss, if any, compares the implied fair value of the reporting unitunit’s goodwill, with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill. The implied fair value of goodwillwhich is determined in the same manner as the amount of goodwill recognized in a business combination; that is, the Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of a reporting unit over the amountsfair values assigned to its assets and liabilities isliabilities. If the implied fair value of goodwill. The Company utilizes a combinationgoodwill is less than the carrying value of valuation techniques, including a discounted cash flow approach and a market multiple approach, when making quantitativethe reporting unit’s goodwill, assessments.the difference is recognized as an impairment loss.

The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment lossThe evaluation for recoverability is recognized whenperformed at a level where independent cash flows may be attributed to either an asset or asset group. If the Company determines that the carrying amount of an asset or asset group is not recoverable based on the expected undiscounted future cash flows estimated to be generated byof the asset or asset group, an impairment loss is recorded equal to be held and used are not sufficient to recover the unamortized balanceexcess of the asset. An impairment loss would be recognized based oncarrying amounts over the difference between the carrying values and estimated fair value. The estimated fair value is determined based on eitherof the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to income in the current year. If the asset being tested for recoverability was acquired in a business combination, intangible assets resulting from the acquisition that are related to the asset are included in the assessment.long-lived assets. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. The Company also evaluates the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.
    
The results of the Company’s goodwill and long-lived assets impairment analyses conducted as of October 1, 2016, 2015 and 2014 indicated that no reduction in the carrying amount of the Company’s goodwill and long-lived assets was required.

5250

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During the fourth quarter of 2012,The Company’s accumulated goodwill impairment is approximately $180.5 million related to impairment charges the Company conducted a quantitative goodwill impairment analysis ofrecorded during 2012 and 2006 pertaining to its Chinese harvesting businessreporting unit and also reviewed its long-lived assets for impairment, including its trademark, distribution network and land use right identifiable intangible assets. The goodwill and long-lived asset impairment analyses indicated that a reduction in the carrying amount of the Chinese harvesting business’s goodwill and certain other identifiable intangible assets was required. Accordingly, the Company recorded an impairment charge of approximately $22.4 million within “Impairment charge” in the Company’s Consolidated Statement of Operations for the year ended December 31, 2012.former sprayer reporting unit, respectively. The Chinese harvesting business operates within the Asia/Pacific geographical reportable segment. The Company’s accumulated goodwill impairment is approximately $180.5 million, which is comprised of approximately $9.1 million recorded in 2012 related tosegment and the Chinese harvesting reporting unit and approximately $171.4 million recorded in 2006 related to the Company’s sprayer reporting unit. Theformer sprayer reporting unit operates within the North American geographical reportable segment.

The results of the Company’s goodwill and long-lived assets impairment analyses conducted as of October 1, 2013 and 2011 indicated that no reduction in the carrying amount of the Company’s goodwill and long-lived assets was required. The results of the Company’s goodwill impairment analysis conducted as of October 1, 2012 indicated that no other reduction in the carrying amount of goodwill and long-lived assets was required.
    
Changes in the carrying amount of goodwill during the years ended December 31, 20132016, 20122015 and 20112014 are summarized as follows (in millions):
North
America
 
South
America
 
Europe/Africa/
Middle East
 Asia/Pacific Consolidated
North
America
 
South
America
 
Europe/Africa/
Middle East
 Asia/Pacific Consolidated
Balance as of December 31, 2010$3.1
 $196.7
 $432.9
 $
 $632.7
Balance as of December 31, 2013$424.0
 $190.7
 $506.6
 $57.4
 $1,178.7
Acquisition412.8
 38.3
 85.3
 69.3
 605.7
89.6
 
 
 
 89.6
Adjustments related to income taxes
 
 (9.1) 
 (9.1)
Foreign currency translation
 (22.8) (12.3) 0.3
 (34.8)
 (21.0) (52.0) (2.5) (75.5)
Balance as of December 31, 2011415.9
 212.2
 496.8
 69.6
 1,194.5
Balance as of December 31, 2014513.6
 169.7
 454.6
 54.9
 1,192.8
Acquisition0.8
 29.0
 
 (3.7) 26.1
5.1
 
 9.3
 7.8
 22.2
Impairment charge
 
 
 (9.1) (9.1)
Adjustments related to income taxes
 
 (7.8) 
 (7.8)
Foreign currency translation
 (21.9) 9.3
 1.3
 (11.3)
 (55.3) (38.7) (6.5) (100.5)
Balance as of December 31, 2012416.7
 219.3
 498.3
 58.1
 1,192.4
Balance as of December 31, 2015518.7
 114.4
 425.2
 56.2
 1,114.5
Acquisition7.3
 
 
 
 7.3
25.2
 
 244.0
 
 269.2
Adjustments related to income taxes
 
 (8.0) 
 (8.0)
Foreign currency translation
 (28.6) 16.3
 (0.7) (13.0)
 24.4
 (28.7) (3.0) (7.3)
Balance as of December 31, 2013$424.0
 $190.7
 $506.6
 $57.4
 $1,178.7
Balance as of December 31, 2016$543.9
 $138.8
 $640.5
 $53.2
 $1,376.4

During 2013, 2012 and 2011, the Company reduced goodwill for financial reporting purposes by approximately $8.0 million, $7.8 million and $9.1 million, respectively, related to the realization of tax benefits associated with the excess tax basis deductible goodwill resulting from the Company’s acquisition of Valtra.

The Company amortizes certain acquired identifiable intangible assets primarily on a straight-line basis over their estimated useful lives, which range from 5five to 50 years. The acquired intangible assets have a weighted average useful life as follows:
Intangible Asset 
Weighted-Average
Useful Life
Patents and technology 1312years
Customer relationships 1413years
Trademarks and trade names 2119years
Land use rights 4745years


53

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For the years ended December 31, 20132016, 20122015 and 20112014, acquired intangible asset amortization was $47.851.2 million, $49.342.7 million and $21.641.0 million, respectively. The Company estimates amortization of existing intangible assets will be $39.954.4 million forin 20142017, 2018, and 2019; $39.954.0 million forin 2015, $38.8 million for 2016, $38.4 million for 20172020, and $38.351.5 million forin 20182021.

The Company has previously determined that two of its trademarks have an indefinite useful life. The Massey Ferguson trademark has been in existence since 1952 and was formed from the merger of Massey-Harris (established in the 1890’s) and Ferguson (established in the 1930’s). The Massey Ferguson brand is currently sold in over 140 countries worldwide, making it one of the most widely sold tractor brands in the world. The Company also has also identified the Valtra trademark as an indefinite-lived asset. The Valtra trademark has been in existence since the late 1990’s, but is a derivative of the Valmet trademark which has been in existence since 1951. The Valmet name transitioned to the Valtra name over a period of time in the marketplace. The Valtra brand is currently sold in approximately 50 countries around the world. Both the Massey Ferguson brand and the Valtra brand are primary product lines of the Company’s business, and the Company plans to use these trademarks for an indefinite period of time. The Company plans to continue to make investments in product development to enhance the value of these brands into the future. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that the Company believes would limit the useful lives of the trademarks. The Massey Ferguson and Valtra trademark registrations can be renewed at a nominal cost in the countries in which the Company operates.

Changes in the carrying amount of acquired intangible assets during 2013 and 2012 are summarized as follows (in millions):
 Trademarks and
trade names
 
Customer
Relationships
 
Patents and
Technology
 Land Use Rights Total
Gross carrying amounts: 
  
  
    
Balance as of December 31, 2011$118.1
 $511.4
 $85.7
 $8.6
 $723.8
Acquisition1.5
 
 1.1
 
 2.6
Foreign currency translation(0.7) (3.6) 0.8
 0.1
 (3.4)
Balance as of December 31, 2012118.9
 507.8
 87.6
 8.7
 723.0
Acquisition
 
 
 6.0
 6.0
Foreign currency translation(0.3) (5.1) 1.5
 0.2
 (3.7)
Balance as of December 31, 2013$118.6
 $502.7
 $89.1
 $14.9
 $725.3

 Trademarks and
trade names
 
Customer
Relationships
 
Patents and
Technology
 Land Use Rights Total
Accumulated amortization: 
  
  
    
Balance as of December 31, 2011$13.1
 $85.3
 $50.3
 $
 $148.7
Amortization expense6.7
 39.4
 3.0
 0.2
 49.3
Impairment charge5.6
 5.4
 
 2.3
 13.3
Foreign currency translation(0.5) (3.5) 0.8
 
 (3.2)
Balance as of December 31, 201224.9
 126.6
 54.1
 2.5
 208.1
Amortization expense6.2
 38.4
 3.0
 0.2
 47.8
Foreign currency translation(0.1) (4.3) 1.9
 
 (2.5)
Balance as of December 31, 2013$31.0
 $160.7
 $59.0
 $2.7
 $253.4


5451

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Changes in the carrying amount of acquired intangible assets during 2016 and 2015 are summarized as follows (in millions):
 Trademarks and
trade names
Indefinite-lived intangible assets: 
Balance as of December 31, 2011$91.4
Foreign currency translation0.8
Balance as of December 31, 201292.2
Foreign currency translation1.5
Balance as of December 31, 2013$93.7
 Trademarks and
Trade Names
 
Customer
Relationships
 
Patents and
Technology
 Land Use Rights Total
Gross carrying amounts: 
  
  
    
Balance as of December 31, 2014$123.5
 $513.8
 $94.0
 $9.7
 $741.0
Acquisition1.9
 4.1
 3.6
 
 9.6
Foreign currency translation(3.2) (25.6) (5.1) (0.6) (34.5)
Balance as of December 31, 2015122.2
 492.3
 92.5
 9.1
 716.1
Acquisition61.2
 69.0
 32.3
 
 162.5
Foreign currency translation(4.2) (3.3) (2.7) (0.6) (10.8)
Balance as of December 31, 2016$179.2
 $558.0
 $122.1
 $8.5
 $867.8

 Trademarks and
Trade Names
 
Customer
Relationships
 
Patents and
Technology
 Land Use Rights Total
Accumulated amortization: 
  
  
    
Balance as of December 31, 2014$36.4
 $180.8
 $56.1
 $2.9
 $276.2
Amortization expense6.6
 32.0
 3.9
 0.2
 42.7
Foreign currency translation(1.1) (19.0) (4.9) (0.2) (25.2)
Balance as of December 31, 201541.9
 193.8
 55.1
 2.9
 293.7
Amortization expense8.0
 37.4
 5.6
 0.2
 51.2
Foreign currency translation(0.2) 1.8
 (1.2) (0.4) 
Balance as of December 31, 2016$49.7
 $233.0
 $59.5
 $2.7
 $344.9

 Trademarks and
Trade Names
Indefinite-lived intangible assets: 
Balance as of December 31, 2014$89.0
Foreign currency translation(3.7)
Balance as of December 31, 201585.3
Foreign currency translation(0.9)
Balance as of December 31, 2016$84.4

52

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Accrued Expenses

Accrued expenses at December 31, 20132016 and 20122015 consisted of the following (in millions):
2013 20122016 2015
Reserve for volume discounts and sales incentives$499.8
 $403.9
$407.3
 $443.3
Warranty reserves255.9
 223.9
223.1
 195.2
Accrued employee compensation and benefits276.9
 249.7
234.0
 213.7
Accrued taxes167.3
 169.3
113.5
 87.3
Other189.3
 179.7
182.9
 167.4
$1,389.2
 $1,226.5
$1,160.8
 $1,106.9

Warranty Reserves

The warranty reserve activity for the years ended December 31, 20132016, 20122015 and 20112014 consisted of the following (in millions):
2013 2012 20112016 2015 2014
Balance at beginning of the year$256.9
 $240.5
 $199.5
$230.3
 $284.6
 $294.9
Acquisitions
 0.1
 7.2
3.7
 0.2
 0.5
Accruals for warranties issued during the year200.3
 184.5
 195.1
214.6
 152.6
 214.1
Settlements made (in cash or in kind) during the year(165.7) (171.7) (152.6)(188.7) (186.2) (205.5)
Foreign currency translation3.4
 3.5
 (8.7)(4.3) (20.9) (19.4)
Balance at the end of the year$294.9
 $256.9
 $240.5
$255.6
 $230.3
 $284.6

The Company’s agricultural equipment products generally are generally under warranty against defects in materials and workmanship for a period of one to four years. The Company accrues for future warranty costs at the time of sale based on historical warranty experience. Approximately $39.032.5 million and $33.035.1 million of warranty reserves are included in “Other noncurrent liabilities” in the Company’s Consolidated Balance Sheets as of December 31, 20132016 and 20122015, respectively.

Insurance Reserves

Under the Company’s insurance programs, coverage is obtained for significant liability limits as well as those risks required to be insured by law or contract. It is the policy of the Company to self-insure a portion of certain expected losses primarily related primarily to workers’ compensation and comprehensive general liability, product and vehicle liability. Provisions for losses expected under these programs are recorded based on the Company’s estimates of the aggregate liabilities for the claims incurred.


55

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Stock Incentive Plans

Stock compensation expense (credit) was recorded as follows (in millions). Refer to Note 910 for additional information regarding the Company’s stock incentive plans during 20132016, 20122015 and 20112014:
Years Ended
December 31,
Years Ended December 31,
2013 2012 20112016 2015 2014
Cost of goods sold$2.3
 $2.4
 $1.6
$1.5
 $0.9
 $(0.9)
Selling, general and administrative expenses32.6
 34.6
 23.0
16.9
 11.6
 (9.7)
Total stock compensation expense$34.9
 $37.0
 $24.6
Total stock compensation expense (credit)$18.4
 $12.5
 $(10.6)

53

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Research and Development Expenses

Research and development expenses are expensed as incurred and are included in engineering expenses in the Company’s Consolidated Statements of Operations.

Advertising Costs

The Company expenses all advertising costs as incurred. Cooperative advertising costs normally are normally expensed at the time the revenue is earned. Advertising expenses for the years ended December 31, 20132016, 20122015 and 20112014 totaled approximately $60.546.8 million, $60.250.0 million and $50.159.8 million, respectively.

Shipping and Handling Expenses

All shipping and handling fees charged to customers are included as a component of net sales. Shipping and handling costs are included as a part of cost of goods sold, with the exception of certain handling costs included in selling, general and administrative expenses in the amount of $29.324.3 million, $31.024.6 million and $29.929.2 million for the years ended December 31, 20132016, 20122015 and 20112014, respectively.

Interest Expense, Net

Interest expense, net for the years ended December 31, 20132016, 20122015 and 20112014 consisted of the following (in millions):
2013 2012 20112016 2015 2014
Interest expense$78.8
 $77.7
 $59.0
$65.4
 $64.1
 $71.9
Interest income(20.8) (20.1) (28.8)(13.3) (18.7) (13.5)
$58.0
 $57.6
 $30.2
$52.1
 $45.4
 $58.4

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Refer to Note 56 for additional information regarding the Company’s income taxes.

Net Income Per Common Share

Basic income per common share is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted income per common share assumes the exercise of outstanding stock options, stock-settled stock appreciation rights (“SSARs”), and the vesting of restricted stock and performance share awards and restricted stock units using the treasury stock method when the effects of such assumptions are dilutive.

5654

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During 2014, the appreciation of the excess conversion value of the contingently convertible senior subordinated notes using the treasury stock method when the effects of such assumptions are dilutive.

The Company’s $201.2 million aggregate principal amount offormer 11/4% contingently convertible senior subordinated notes provided forwas included in the settlement upon conversion in cash up to the principal amount of the converted notes with any excess conversion value settled in shares of the Company’sdiluted net income per common stock. Dilution of weighted shares outstanding depends on the Company’s stock price for the excess conversion valueshare using the treasury stock method (Note 6).when the impact of such assumption was dilutive. A reconciliation of net income attributable to AGCO Corporation and its subsidiaries and weighted average common shares outstanding for purposes of calculating basic and diluted net income per share during the years ended December 31, 20132016, 20122015 and 20112014 is as follows (in millions, except per share data):
 2013 2012 2011
Basic net income per share: 
  
  
Net income attributable to AGCO Corporation and subsidiaries$597.2
 $522.1
 $583.3
Weighted average number of common shares outstanding97.3
 97.1
 95.6
Basic net income per share attributable to AGCO Corporation and subsidiaries$6.14
 $5.38
 $6.10
Diluted net income per share: 
  
  
Net income attributable to AGCO Corporation and subsidiaries$597.2
 $522.1
 $583.3
Weighted average number of common shares outstanding97.3
 97.1
 95.6
Dilutive stock options, SSARs, performance share awards and restricted stock awards0.8
 1.0
 0.6
Weighted average assumed conversion of contingently convertible senior subordinated notes1.3
 0.5
 1.9
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share99.4
 98.6
 98.1
Diluted net income per share attributable to AGCO Corporation and subsidiaries$6.01
 $5.30
 $5.95
 2016 2015 2014
Basic net income per share: 
  
  
Net income attributable to AGCO Corporation and subsidiaries$160.1
 $266.4
 $410.4
Weighted average number of common shares outstanding81.4
 87.0
 93.4
Basic net income per share attributable to AGCO Corporation and subsidiaries$1.97
 $3.06
 $4.39
Diluted net income per share: 
  
  
Net income attributable to AGCO Corporation and subsidiaries$160.1
 $266.4
 $410.4
Weighted average number of common shares outstanding81.4
 87.0
 93.4
Dilutive SSARs, performance share awards and restricted stock units0.3
 0.1
 0.3
Weighted average assumed conversion of contingently convertible senior subordinated notes
 
 0.5
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share81.7
 87.1
 94.2
Diluted net income per share attributable to AGCO Corporation and subsidiaries$1.96
 $3.06
 $4.36

SSARs to purchase 0.81.1 million shares, 0.61.2 million shares and 0.31.0 million shares respectively, were outstanding for the years ended December 31, 20132016, 20122015 and 20112014, respectively, but were not included in the calculation of weighted average common and common equivalent shares outstanding because they had an antidilutive impact.


57

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Comprehensive Income (Loss)

The Company reports comprehensive income (loss), defined as the total of net income (loss) and all other non-owner changes in equity, and the components thereof in its Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Comprehensive Income. The components of other comprehensive lossincome (loss) and the related tax effects for the years ended December 31, 20132016, 20122015 and 20112014 are as follows (in millions):
AGCO Corporation and Subsidiaries 
Noncontrolling
Interests
AGCO Corporation and Subsidiaries 
Noncontrolling
Interests
2013 20132016 2016
Before-tax
Amount
 
Income
Taxes
 
After-tax
Amount
 
After-tax
Amount
Before-tax
Amount
 
Income
Taxes
 
After-tax
Amount
 
After-tax
Amount
Defined benefit pension plans$75.8
 $(19.3) $56.5
 $
$(68.2) $12.7
 $(55.5) $
Net loss on derivatives(1.4) 0.5
 (0.9) 
(6.8) 0.1
 (6.7) 
Foreign currency translation adjustments(86.9) 
 (86.9) (0.3)80.8
 
 80.8
 1.6
Total components of other comprehensive loss$(12.5) $(18.8) $(31.3) $(0.3)
Total components of other comprehensive income$5.8
 $12.8
 $18.6
 $1.6
AGCO Corporation and Subsidiaries 
Noncontrolling
Interests
AGCO Corporation and Subsidiaries 
Noncontrolling
Interests
2012 20122015 2015
Before-tax
Amount
 
Income
Taxes
 
After-tax
Amount
 
After-tax
Amount
Before-tax
Amount
 
Income
Taxes
 
After-tax
Amount
 
After-tax
Amount
Defined benefit pension plans$(32.5) $9.8
 $(22.7) $
$4.9
 $(0.6) $4.3
 $
Net gain on derivatives6.5
 (1.5) 5.0
 
Net loss on derivatives(3.1) 1.2
 (1.9) 
Foreign currency translation adjustments(61.1) 
 (61.1) (1.6)(556.1) 
 (556.1) (2.1)
Total components of other comprehensive loss$(87.1) $8.3
 $(78.8) $(1.6)$(554.3) $0.6
 $(553.7) $(2.1)

55

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 AGCO Corporation and Subsidiaries 
Noncontrolling
Interests
 2011 2011
 
Before-tax
Amount
 
Income
Taxes
 
After-tax
Amount
 
After-tax
Amount
Defined benefit pension plans$(76.0) $14.9
 $(61.1) $
Net loss on derivatives(7.1) 1.7
 (5.4) 
Unrealized gain on derivatives held by affiliates2.5
 
 2.5
 
Foreign currency translation adjustments(204.5) 
 (204.5) (0.1)
Total components of other comprehensive loss$(285.1) $16.6
 $(268.5) $(0.1)

Financial Instruments
 AGCO Corporation and Subsidiaries 
Noncontrolling
Interests
 2014 2014
 
Before-tax
Amount
 
Income
Taxes
 
After-tax
Amount
 
After-tax
Amount
Defined benefit pension plans$(62.1) $15.2
 $(46.9) $
Net gain on derivatives0.1
 
 0.1
 
Foreign currency translation adjustments(349.0) 
 (349.0) (0.3)
Total components of other comprehensive loss$(411.0) $15.2
 $(395.8) $(0.3)

The carrying amounts reported in the Company’s Consolidated Balance Sheets for “Cash and cash equivalents,” “Accounts and notes receivable” and “Accounts payable” approximate fair value due to the immediate or short-term maturity of these financial instruments. The carrying amounts of long-term debt under the Company’s 4Derivatives1/2% senior term loan and credit facility (Note 6) approximate fair value based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. At December 31, 2013, the estimated fair values of the Company’s 57/8% senior notes and 11/4% convertible notes (Note 6), based on their listed market values, were $322.1 million and $290.5 million, respectively, compared to their carrying values of $300.0 million and $201.2 million, respectively. At December 31, 2012, the estimated fair values of the Company’s 57/8% senior notes and 11/4% convertible notes (Note 6), based on their listed market values, were $327.2 million and $250.6 million, respectively, compared to their carrying values of $300.0 million and $192.1 million, respectively.

The Company uses foreign currency contracts to hedge the foreign currency exposure of certain receivables and payables. The contracts are for periods consistent with the exposure being hedged and generally have maturities of one year or less. These contracts are classified as non-designated derivative instruments. The Company also enters into foreign currency

58

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

contracts designated as cash flow hedges of expected sales. The Company’s foreign currency contracts mitigate risk due to exchange rate fluctuations because gains and losses on these contracts generally offset losses and gains on the exposure being hedged.

The notional amounts of the foreign currency contracts do not represent amounts exchanged by the parties and, therefore, are not a measure of the Company’s risk. The amounts exchanged are calculated on the basis of the notional amounts and other terms of the contracts. The credit and market risks under these contracts are not considered to be significant.

The Company’s interest expense is, in part, sensitive to the general level of interest rates, and the Company manages its exposure to interest rate risk through the mix of floating rate and fixed rate debt. From time to time, the Company enters into interest rate swap agreements in order to manage the Company’s exposure to interest rate fluctuations.

The Company uses non-derivative and, periodically, derivative instruments to hedge a portion of the Company’s net investment in foreign operations against adverse movements in exchange rates.

The Company’s hedging policy prohibits it from entering into any foreign currency contracts for speculative trading purposes. Refer to Note 1011 for additional information regarding the Company’s derivative instruments and hedging activities.

Recent Accounting Pronouncements

In July 2013,January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in2017-04, “Simplifying the financial statements as a reduction to a deferred tax assetTest for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryfoward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit is presented in the financial statements as a liability and is not combined with deferred tax assets. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The Company plans to adopt this standard on January 1, 2014. The Company does not expect the adoption of ASU 2013-11 to have a material impact on the Company’s results of operations or financial condition.

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”). ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in financial statements. The standard requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. The standard also requires an entity to present, either on the face of the statement where net income is presented or in the footnotes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, the standard requires an entity to cross-reference other disclosures that provide additional detail on those amounts. The Company adopted ASU 2013-02 as of January 1, 2013 by presenting the required amounts in its footnote disclosures (Note 8).

In July 2012, the FASB issued ASU 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets forGoodwill Impairment” (“ASU 2012-02”2017-04”). ASU 2012-02 permits an entity to make a qualitative assessment of whether it is more likely than not that an indefinite-lived intangible asset is impaired. If an entity concludes it is more likely than not that, which eliminates Step 2 from the fair value of such an asset exceeds its carrying amount, it need not calculate the fair value of the asset in that year. This standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption was permitted. The adoption of ASU 2012-02 did not have a material impact on the Company’s results of operations or financial condition.

In September 2011, the FASB issued ASU 2011-08, “Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU 2011-08”). ASU 2011-08 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. IfUnder the standard, an entity concludes it is not more likely than not thatshould perform its goodwill impairment test by comparing the fair value of a reporting unit is less thanwith its carrying amount, it needresulting in an impairment charge that is the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge, however, should not performexceed the two-steptotal amount of goodwill allocated to a reporting unit. The impairment test. This standardassessment under ASU 2017-04 applies to all reporting units, including those with a zero or negative carrying amount. ASU 2017-04 is effective for annual and interim goodwill impairment tests performed for fiscal yearsperiods beginning after December 15, 2011.2019, and interim periods within those annual periods using a prospective approach. Early adoption was permitted.is permitted for any interim or annual goodwill impairment test performed on testing dates after January 1, 2017. The adoptionCompany is currently evaluating the impact of ASU 2011-08 did not have a material impactadopting this standard on the Company’s results of operations, or financial condition.condition and cash flows.

In June 2011,November 2016, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation2016-18, “Restricted Cash” (“ASU 2016-18”). which requires that a statement of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 increasescash flows explain the prominencechange during the period in the total of other comprehensive income in financial statements. ASU 2011-05 does not changecash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The standard initially required that reclassification adjustments from other comprehensive income be measuredbeginning-of-period and presented by income statement line itemend-of-period total amounts shown on the facestatement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017, and interim period within those annual periods using a retrospective approach. Early adoption is permitted in any interim or annual period. The Company is currently evaluating the impact of adopting this standard on the Company’s cash flows.

In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”), which requires recognition of the statementincome tax consequences of an intra-entity transfer of an asset other than

5956

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

operations. inventory when the transfer occurs. Consequently, the standard eliminates the exception to the recognition of current and deferred income taxes for an intra-entity asset transfer other than for inventory until the asset has been sold to an outside party. ASU 2016-16 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods using a modified retrospective approach. Early adoption is permitted in any interim or annual period. The Company is currently evaluating the impact of adopting this standard on the Company’s results of operations, financial condition and cash flows.

In December 2011, however,August 2016, the FASB issued ASU 2011-12, “Comprehensive Income (Topic 220): Deferral2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. ASU 2016-15 may be applied using a retrospective approach or a prospective approach, if impracticable to apply the amendments retrospectively. Early adoption is permitted in any interim or annual period. The Company expects to adopt ASU 2016-15 on January 1, 2017 and that the adoption will not have a material impact on its cash flows.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires measurement and recognition of expected versus incurred credit losses for financial assets held. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. This standard will likely impact the results of operations and financial condition of the Effective Date for AmendmentsCompany’s finance joint ventures and as a result, will likely impact the Company’s “Investment in affiliates” and “Equity in net earnings of affiliates” upon adoption. The Company’s finance joint ventures are currently evaluating the standard’s impact to their results of operations and financial condition.

In March 2016, the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income inFASB issued ASU 2011-05”2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2011-12”2016-09”). ASU 2011-12 defers2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. In addition, the standard clarifies the statement of cash flow presentation for certain components of share-based awards. The application methods are specific to each component of the ASU and may be applied using a prospective, retrospective or a modified retrospective approach. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. The Company expects to adopt ASU 2016-09 on January 1, 2017 and that the adoption will not have a material impact on its results of operations, financial condition and cash flows.

In February 2016, theFASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which supersedes the existing lease guidance under current U.S. GAAP. ASU 2016-02 is based on the principle that entities should recognize assets and liabilities arising from leases. The standard does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. ASU 2016-02’s primary change is the requirement for entities to recognize a lease liability for payments and a right-of-use asset representing the right to use the leased asset during the term of an operating lease arrangement. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of 12 months or less. Lessors’ accounting under the standard is largely unchanged from the previous accounting standard. In addition, ASU 2016-02 expands the disclosure requirements of lease arrangements. The standard is effective for reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. Upon adoption, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of adopting this standard on the Company’s results of operations, financial condition and cash flows.

In May 2015, the FASB issued ASU 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent)” (“ASU 2015-07”), which, among other things, amends Accounting Standards Codification 820, “Fair Value Measurements”, to remove the requirement to present components of reclassifications of other comprehensive income oncategorize within the face offair value hierarchy all investments measured at the statement of operations.net asset value (“NAV”) per share (or its equivalent) as a practical expedient. The standard is effective for fiscal years beginning after December 15, 2015 with retrospective application. Early adoption is permitted. The Company adopted ASU 2011-052015-07 on January 1, 2016 with retrospective application to the fair value hierarchy. The retrospective application resulted in the removal of $7.4 million and 2011-12 by consecutively presenting$109.2 million defined benefit pension plan assets classified as Level 2 and Level 3, respectively, from the Consolidated Statementsfair value hierarchy as of Operations and the Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011.2015.
    
2.    AcquisitionsIn April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a

In January 2012,
57

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

direct deduction from the Company acquired 61%carrying amount of Santalthe related debt liability instead of a deferred charge (an asset). Given the absence of authoritative guidance within ASU 2015-03, in August 2015 the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” (“ASU 2015-15”), which clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-03 is effective for approximately R$36.7 million, net of approximately
R$11.9 million cash acquired (or approximately $20.1 million, net). Santal, headquartered in Ribeirão Preto, Brazil, manufacturesfiscal years, and distributes sugar cane planting, harvesting, handling and transportation equipment as well as replacement parts across Brazil. The acquisition of Santal will provide the Company’s customers in Brazil with a wider range of agricultural products and services. The acquisitioninterim periods within those fiscal years, beginning after December 15, 2015. Early adoption was funded with available cash on hand.permitted. The Company recorded approximately $28.0 millionadopted this standard on January 1, 2016 and has applied the requirements of goodwill and approximately $2.6 million of trade name, trademark and patent identifiable intangible assets associated withASU 2015-03 retrospectively to all periods presented. In the acquisition. The goodwill generally resulted from the value of the cash flows expected to be generated in the future compared to the asset intensity of the business. The goodwill was reported within the Company’s South American geographical reportable segment. The Company and the seller each have a call option and put option, respectively, with varying dates with respect to the remaining 39% interest in Santal. The fair value of the redeemable noncontrolling interest in Santal was recorded within “Temporary equity” in the Company’s Condensed Consolidated Balance Sheet as of December 31, 2015, the acquisition date.Company reclassified approximately $3.6 million as a decrease to “Other assets” and correspondingly decreased “Long-term debt” by approximately $3.6 million. The acquired other identifiable intangible assetsdebt issuance costs related to the Company’s multi-currency revolving credit facility continue to be classified within “Other assets” in the Consolidated Balance Sheets as permitted by the standard.

In May 2014, The FASB issued ASU 2014 - 09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides a single, comprehensive revenue recognition model for all contracts with customers with a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of Santal aspromised goods or services to customers at an amount that reflects the consideration expected to be received in exchange for those goods or services. Additional disclosures also will be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and changes in those judgments. The standard is effective for reporting periods beginning after December 31, 2017, with early adoption permitted for reporting periods beginning after December 31, 2016.  Entities have the option to apply the new standard under a full retrospective approach to each prior reporting period presented, or a modified retrospective approach with the cumulative effect of initial adoption and application within the Consolidated Statement of Stockholders’ Equity.   The Company plans to adopt the new standard effective January 1, 2018 under the modified retrospective approach. Under the new model, the Company will begin to recognize an asset for the value of expected replacement parts returns.  While the Company has not yet completed its evaluation process, including the identification of new controls and processes designed to meet the requirements of the date of acquisition are summarizedstandard, at this time the Company has not identified any impacts to the consolidated financial statements that the Company believes will be material in the following table (in millions):
Intangible Asset Amount 
Weighted-Average
Useful Life
Trademarks and trade names $1.5
 5years
Patents 1.1
 5years
  $2.6
   
year of adoption. 

2.    Acquisitions

On November 30, 2011,September 12, 2016, the Company acquired GSICimbria Holdings Corp.Limited (“GSI”Cimbria”) for $932.2DKK 2,234.9 million (or approximately $337.5 million), net of cash acquired of approximately $27.9DKK83.4 million cash acquired. GSI, (or approximately $12.6 million). Cimbria, headquartered in Assumption, Illinois,Thisted, Denmark, is a leading manufacturer of grainproducts and solutions for the processing, handling and storage of seed and protein production systems. GSI sells its products globally through independent dealers.grain. The acquisition was financed by the issuance of $300.0 million of 57/8% senior notes and the Company’s credit facility (Note 6)7). As a result of the acquisition, the Company recorded a tax benefit of approximately $149.3 million within “Income tax (benefit) provision” in the Company’s Consolidated Statement of Operations for the year ended December 31, 2011, resulting from a reversal of a portion of its previously established deferred tax valuation allowance.

The reversal was required to offset deferred tax liabilities established as part of the acquisition accounting for GSI relating to acquired amortizable intangible assets (Note 5). The finalpreliminary fair values of the assets acquired and liabilities assumed as of the acquisition date are presented in the following table (in millions):
Current assets $216.0
$74.2
Property, plant and equipment 69.6
21.9
Intangible assets 438.5
128.9
Goodwill 535.7
237.9
Other noncurrent assets 2.1
Total assets acquired 1,261.9
462.9
 
Current liabilities 133.6
63.8
Deferred tax liabilities 162.8
38.5
Long-term debt and other noncurrent liabilities 5.4
10.5
Total liabilities assumed 301.8
112.8
Net assets acquired $960.1
$350.1

On November 30, 2011, the Company acquired 98% of Shandong Dafeng Machinery Co., Ltd. (“Dafeng”) for approximately 171.7 million yuan (or approximately $26.9 million). The Company acquired approximately $17.1 million of

6058

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

cash and assumed approximately $41.1 millionThe acquired identifiable intangible assets of indebtedness associated with the transaction. Dafeng is located in Yanzhou, China and manufactures a complete range of corn, grain, rice and soybean harvesting machines for Chinese domestic markets. The acquisition was funded with available cash on hand. The fair value of the noncontrolling interest in Dafeng was recorded within “Noncontrolling interests” in the Company’s Consolidated Balance SheetCimbria as of the date of the acquisition date. During the fourth quarter of 2012, the Company recorded an impairment charge of approximately $22.4 million within “Impairment charge”are summarized in the Company’s Consolidated Statement of Operations associated with the write-down of its Chinese harvesting reporting unit’s goodwill and certain other identifiable intangible assets. Refer to Note 1 for additional information.following table (in millions):
Intangible Asset Amount Weighted-Average Useful Life
Customer relationships $50.4
 9years
Technology 22.5
 10years
Trademarks 56.0
 20years
  $128.9
   

The results of operations for the Santal, GSI, and Dafeng acquisitionsof Cimbria have been included in the Company’s Consolidated Financial Statements as of and from the datesdate of acquisition. The associated goodwill has been included in the respective acquisitions.Company’s Europe/Africa/Middle East geographical reportable segment.
On February 2, 2016, the Company acquired Tecno Poultry Equipment S.p.A (“Tecno”) for approximately €58.7 million (or approximately $63.8 million). The Company acquired cash of approximately €17.6 million (or approximately $19.1 million) associated with the acquisition. Tecno, headquartered in Ronchi Di Villafranca, Italy, manufactures and supplies poultry housing and related products, including egg collection equipment and trolley feeding systems. The acquisition was financed through the Company’s credit facility (Note 7). The Company allocated the purchase price of each acquisition to the assets acquired and liabilities assumed based on estimates of their fair values as of the respective acquisition dates. In general, thedate. The acquired net assets of the acquisitionsprimarily consisted primarily of accounts receivable, inventories, accounts payable and accrued expenses, deferred revenue, property, plant and equipment, and othercustomer relationship, technology and trademark identifiable intangible assets. The Company recorded approximately $27.5 million of customer relationship, technology and trademark identifiable intangible assets and approximately $20.4 million of goodwill associated with the acquisition. The results of operations of Tecno have been included in the Company’s Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s Europe/Africa/Middle East and North America geographical reportable segments.

The acquired identifiable intangible assets of Tecno as of the date of the acquisition are summarized in the following table (in millions):
Intangible Asset Amount Weighted-Average Useful Life
Customer relationships $15.7
 10years
Technology 7.9
 10years
Trademarks 3.9
 10years
  $27.5
   

On April 17, 2015, the Company acquired Farmer Automatic GmbH & Co. KG (“Farmer Automatic”) for approximately $17.9 million, net of cash acquired of approximately $0.1 million. Farmer Automatic, headquartered in Laer, Germany, manufactures and supplies poultry housing and related products, including egg production cages and broiler production equipment. The acquisition was financed with available cash on hand. The Company allocated the purchase price to the assets acquired and liabilities assumed generallybased on estimates of their fair values as of the acquisition date. The acquired net assets primarily consisted of accounts receivable, inventories, accounts payable and indebtedness.    

The following unaudited pro forma data summarizes the results of operations for the year ended December 31, 2011 as if the prior years’ acquisitions had occurred as of January 1, 2010. The unaudited pro forma information does not reflect the impact of future events that may occur after the acquisitions, including, but not limited to, anticipated cost savings from operating synergies. The unaudited pro forma financial information has been adjusted to give effect to adjustments that are directly related to the business combinations, factually supportable and expected to have a continuing impact. The adjustments include the application of the Company’s accounting policies, depreciation and amortization related to fair value adjustments toaccrued expenses, property, plant and equipment, and customer relationship, technology and trademark identifiable intangible assets. The Company recorded approximately $9.6 million of identifiable intangible assets and inventory, tax-related adjustments, andapproximately $10.0 million of goodwill associated with the impact of the Company’s issuance of $300.0 million of 57/8% senior notes and the new credit facility, which were used to finance the acquisition of GSI. This unaudited pro forma information has been prepared for comparative purposes only and does not purport to represent what theacquisition. The results of operations of Farmer Automatic have been included in the Company’s Consolidated Financial Statements as of and from the date of the acquisition. The associated goodwill has been included in the Company’s Europe/Africa/Middle East, North America and Asia/Pacific geographical reportable segments.

59

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The acquired identifiable intangible assets of Farmer Automatic as of the date of the acquisition are summarized in the following table (in millions):
Intangible Asset Amount Weighted-Average Useful Life
Customer relationships $4.1
 10years
Technology 3.6
 10years
Trademarks 1.9
 10years
  $9.6
   
On August 1, 2014, the Company actually would have been hadacquired Intersystems Holdings, Inc. (“Intersystems”) for approximately $130.3 million, net of cash acquired of approximately $4.1 million. Intersystems, headquartered in Omaha, Nebraska, designs and manufactures commercial material handling solutions, primarily for the transactions occurredagricultural, biofuels and food and feed processing industries. The acquisition was financed with available cash on hand and the date indicated or whatCompany’s credit facility (Note 7). The Company allocated the purchase price to the assets acquired and liabilities assumed based on estimates of their fair values as of the acquisition date. The acquired net assets primarily consisted of accounts receivable, inventories, accounts payable and accrued expenses, property, plant and equipment, and customer relationship, technology and trademark identifiable intangible assets. The Company recorded approximately $46.3 million of customer relationship, technology and trademark identifiable intangible assets and approximately $89.6 million of goodwill associated with the acquisition. The results of operations may beof Intersystems have been included in any future periodthe Company’s Consolidated Financial Statements as of and from the date of acquisition. The goodwill was reported within the Company’s North American geographical reportable segment.

The acquired identifiable intangible assets of Intersystems as of the date of the acquisition are summarized in the following table (in millions, except per share data)millions):
 
Year Ended
December 31, 2011
Net sales$9,479.1
Net income attributable to AGCO Corporation and subsidiaries629.5
Net income per common share attributable to AGCO Corporation and subsidiaries: 
Basic$6.58
Diluted$6.42
Intangible Asset Amount Weighted-Average Useful Life
Customer relationships $28.0
 15years
Technology 11.3
 15years
Trademarks 7.0
 16years
  $46.3
   


60

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

3.    Restructuring Expenses

During 2014, 2015 and 2016, the Company announced and initiated several actions to rationalize employee headcount at various manufacturing facilities located in Europe, China, Brazil, Argentina and the United States, as well as various administrative offices located in Europe, Brazil, China and the United States in order to reduce costs in response to softening global market demand and lower production volumes. The aggregate headcount reduction was approximately 2,750 employees in 2014, 2015 and 2016. The components of the restructuring expenses are summarized as follows (in millions):
 
Write-down of Property, Plant
and Equipment
 Employee Severance Facility Closure Costs Total
Balance as of December 31, 2013$
 $
 $
 $
2014 provision1.2
 45.1
 0.1
 46.4
Less: Non-cash expense(1.2) (0.8) 
 (2.0)
          Cash expense
 44.3
 0.1
 44.4
2014 cash activity
 (18.8) 
 (18.8)
Foreign currency translation
 (0.2) 
 (0.2)
Balance as of December 31, 2014
 25.3
 0.1
 25.4
2015 provision
 23.0
 
 23.0
2015 provision reversal
 (0.7) 
 (0.7)
2015 cash activity
 (29.4) (0.1) (29.5)
Foreign currency translation
 (1.3) 
 (1.3)
Balance as of December 31, 2015
 16.9
 
 16.9
2016 provision
 11.0
 1.0
 12.0
2016 provision reversal
 (0.1) 
 (0.1)
2016 cash activity
 (13.1) (0.2) (13.3)
Foreign currency translation
 (0.2) 
 (0.2)
Balance as of December 31, 2016$
 $14.5
 $0.8
 $15.3

4.    Accounts Receivable Sales Agreements

At December 31, 20132016 and 20122015, the Company had accounts receivable sales agreements that permit the sale, on an ongoing basis, of a majority of its wholesale receivables in North America, Europe and EuropeBrazil to its 49% owned U.S., Canadian, European and European retailBrazilian finance joint ventures. As of both December 31, 20132016 and 20122015, the cash received from receivables sold under the U.S., Canadian, European and EuropeanBrazilian accounts receivable sales agreements was approximately $1.3 billion and $1.1 billion, respectively..

Under the terms of the accounts receivable sales agreements in North America, Europe and Europe,Brazil, the Company pays an annual servicing fee related to the servicing of the receivables sold. The Company also pays the respective AGCO Finance entities a subsidizedan interest payment with respect to the sales agreements, calculated based upon LIBOR plus a margin on any non-interest bearing accounts receivable outstanding and sold under the sales agreements. These fees are reflected within losses on the sales of receivables included within “Other expense, net” in the Company’s Consolidated Statements of Operations. The Company does not service the receivables after the sale occurs and does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and determined that these facilities should be accounted for as off-balance sheet transactions.
The Company’s former European accounts receivable securitization facilities expired in October 2011. Wholesale accounts receivable were sold on a revolving basis to commercial paper conduits under the European facilities through a wholly-owned qualified special purpose entity in the United Kingdom. Losses on sales of receivables under the Company’s

61

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

former European securitization facilities were reflected within “Interest expense, net” in the Company’s Consolidated Statements of Operations during 2011.
Losses on sales of receivables associated with the accounts receivable financing facilities discussed above, reflected within “Other expense, net” and “Interest expense, net” in the Company’s Consolidated Statements of Operations, were approximately $25.619.5 million, $21.818.8 million and $22.024.8 million during 20132016, 20122015 and 20112014, respectively.

The Company’s retail finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to the Company’s dealers. The receivables associated with these arrangements are without recourse to the Company. The Company does not service the receivables after the sale occurs and does not maintain any direct retained interest in the receivables. As of

61

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 20132016 and 20122015, these retail finance joint ventures had approximately $68.241.5 million and $100.638.3 million, respectively, of outstanding accounts receivable associated with these arrangements. The Company reviewed its accounting for these arrangements and determined that these arrangements should be accounted for as off-balance sheet transactions.

In addition, the Company sells certain trade receivables under factoring arrangements to other financial institutions around the world. The Company reviewed the sale of such receivables and determined that these arrangements should be accounted for as off-balance sheet transactions.

4.5.    Investments in Affiliates

Investments in affiliates as of December 31, 20132016 and 20122015 were as follows (in millions):
2013 20122016 2015
Retail finance joint ventures$390.2
 $354.4
Finance joint ventures$380.8
 $359.4
Manufacturing joint ventures16.1
 20.7
17.8
 18.1
Other affiliates9.8
 15.2
16.3
 15.4
$416.1
 $390.3
$414.9
 $392.9

The Company’s manufacturing joint ventures as of December 31, 20132016 consisted of GIMAGroupement International De Mecanique Agricole SA (“GIMA”) (a joint venture with a third-party manufacturer to purchase, design and manufacture components for agricultural equipment in France), and joint ventures with third-party manufacturers to assemble tractors in Algeria and engines in South America. The other joint ventures represent minority investments in farm equipment manufacturers, an electronic and software system manufacturer, distributors and licensees.

The Company’s equity in net earnings of affiliates for the years ended December 31, 20132016, 20122015 and 20112014 were as follows (in millions):
2013 2012 20112016 2015 2014
Retail finance joint ventures$48.8
 $48.6
 $43.6
Finance joint ventures$45.5
 $53.8
 $48.8
Manufacturing and other joint ventures(0.6) 4.9
 5.3
2.0
 3.3
 4.1
$48.2
 $53.5
 $48.9
$47.5
 $57.1
 $52.9

Summarized combined financial information of the Company’s retail finance joint ventures as of December 31, 20132016 and 20122015 and for the years ended December 31, 20132016, 20122015 and 20112014 were as follows (in millions):
December 31,As of December 31,
2013 20122016 2015
Total assets$9,442.7
 $8,474.8
$7,448.0
 $7,491.2
Total liabilities8,646.3
 7,751.6
6,670.8
 6,757.8
Partners’ equity796.4
 723.2
777.2
 733.4


62

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For the Years Ended December 31,For the Years Ended December 31,
2013 2012 20112016 2015 2014
Revenues$389.2
 $377.8
 $364.2
$297.4
 $313.0
 $383.4
Costs239.4
 226.5
 220.5
159.0
 158.1
 234.7
Income before income taxes$149.8
 $151.3
 $143.7
$138.4
 $154.9
 $148.7

The majority of the assets of the Company’s retail finance joint ventures represents finance receivables. The majority of the liabilities represents notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies (Note 12)14).

At December 31, 20132016 and 20122015, the Company’s receivables from affiliates were approximately $124.354.4 million and $41.570.1 million, respectively. The receivables from affiliates are reflected within Accounts“Accounts and notes receivable, netnet” within the Company’s Consolidated Balance Sheets.

62

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The portion of the Company’s retained earnings balance that represents undistributed retained earnings of equity method investees was approximately $276.3312.6 million and $246.0296.8 million as of December 31, 20132016 and 20122015, respectively.

5.
6.    Income Taxes

The sources of income (loss) before income taxes and equity in net earnings of affiliates were as follows for the years ended December 31, 20132016, 20122015 and 20112014 (in millions):
2013 2012 20112016 2015 2014
United States$133.1
 $98.0
 $1.6
$(150.0) $(49.1) $63.5
Foreign669.5
 502.8
 559.4
354.9
 328.5
 475.5
Income before income taxes and equity in net earnings of affiliates$802.6
 $600.8
 $561.0
$204.9
 $279.4
 $539.0

The provision (benefit) for income taxes by location of the taxing jurisdiction for the years ended December 31, 20132016, 20122015 and 20112014 consisted of the following (in millions):
2013 2012 20112016 2015 2014
Current: 
  
  
 
  
  
United States: 
  
  
 
  
  
Federal$9.2
 $(5.5) $(6.1)$(24.3) $(1.3) $12.6
State9.9
 2.8
 
0.2
 2.8
 2.8
Foreign217.7
 177.0
 158.3
114.2
 97.8
 168.7
236.8
 174.3
 152.2
90.1
 99.3
 184.1
Deferred: 
  
  
 
  
  
United States: 
  
  
 
  
  
Federal30.2
 (27.0) (148.9)21.9
 (19.0) (0.4)
State
 
 

 
 
Foreign(8.5) (9.4) 21.3
(19.8) (7.8) 4.0
21.7
 (36.4) (127.6)2.1
 (26.8) 3.6
$258.5
 $137.9
 $24.6
$92.2
 $72.5
 $187.7

At December 31, 20132016, the Company’s foreign subsidiaries had approximately $3.12.5 billion of undistributed earnings. These earnings are considered to be indefinitely invested, and, accordingly, no income taxes have been provided on these earnings. Determination of the amount of unrecognized deferred taxes on these earnings is not practicable; however, unrecognized foreign tax credits would be available to reduce a portion of the tax liability.


63

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

A reconciliation of income taxes computed at the United States federal statutory income tax rate (35%) to the provision for income taxes reflected in the Company’s Consolidated Statements of Operations for the years ended December 31, 20132016, 20122015 and 20112014 is as follows (in millions):
2013 2012 20112016 2015 2014
Provision for income taxes at United States federal statutory rate of 35%$280.9
 $210.3
 $196.3
$71.7
 $97.8
 $188.7
State and local income taxes, net of federal income tax benefit5.6
 3.9
 1.4
State and local income taxes, net of federal income tax effects(6.0) (2.0) 2.6
Taxes on foreign income which differ from the United States statutory rate(34.7) (19.8) (31.8)(44.5) (34.9) (33.4)
Tax effect of permanent differences(7.6) 11.5
 (5.8)14.4
 7.1
 (10.3)
Change in valuation allowance9.3
 (64.3) (150.7)37.9
 (4.5) 22.8
Change in tax contingency reserves25.7
 20.8
 23.1
23.4
 15.4
 25.2
Research and development tax credits(19.9) (26.3) (7.7)(3.8) (4.9) (7.1)
Other(0.8) 1.8
 (0.2)(0.9) (1.5) (0.8)
$258.5
 $137.9
 $24.6
$92.2
 $72.5
 $187.7

The “change in valuation allowance” for the year ended December 31, 2012 primarily relates to the usage of approximately $54.7 million of valuation allowance due to income generated in the United States during 2012. The 2012 income tax provision also includes a reversal of approximately $13.8 million of remaining valuation allowance previously established against the Company’s U.S. deferred tax assets (as reflected above in the “change in valuation allowance”) as well as the recognition of certain U.S. research and development tax credits of approximately $13.1 million. The “change in valuation allowance” for the year ended December 31, 2011 includes a reversal of approximately $149.3 million of valuation allowance previously established against the Company’s deferred tax assets in the United States. The reversal was required to offset deferred tax liabilities established as part of the acquisition accounting for GSI.


6463

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The significant components of the deferred tax assets and liabilities at December 31, 20132016 and 20122015 were as follows (in millions):
2013 20122016 2015
Deferred Tax Assets: 
  
 
  
Net operating loss carryforwards$69.7
 $94.9
$85.5
 $74.0
Sales incentive discounts68.7
 55.8
73.7
 86.6
Inventory valuation reserves29.4
 27.0
39.9
 40.3
Pensions and postretirement health care benefits69.7
 102.4
70.4
 63.4
Warranty and other reserves108.5
 138.1
118.1
 91.8
Research and development tax credits13.2
 21.0
11.2
 9.3
Foreign tax credits24.0
 2.2
Other64.0
 38.8
24.6
 22.4
Total gross deferred tax assets423.2
 478.0
447.4
 390.0
Valuation allowance(77.2) (74.5)(116.0) (75.8)
Total net deferred tax assets346.0
 403.5
331.4
 314.2
Deferred Tax Liabilities: 
  
 
  
Tax over book depreciation and amortization314.7
 341.0
284.9
 275.1
Investment in affiliates45.6
 10.4
Other21.6
 21.3
13.6
 14.4
Total deferred tax liabilities336.3
 362.3
344.1
 299.9
Net deferred tax assets$9.7
 $41.2
Net deferred tax (liabilities) assets$(12.7) $14.3
Amounts recognized in Consolidated Balance Sheets: 
  
 
  
Deferred tax assets - current$241.2
 $243.5
Deferred tax assets - noncurrent24.4
 40.0
$99.7
 $100.7
Other current (liabilities) assets(4.7) 0.4
Deferred tax liabilities - noncurrent(251.2) (242.7)(112.4) (86.4)
$9.7
 $41.2
$(12.7) $14.3

The Company recorded a net deferred tax assetliability of $9.7 million and $41.212.7 million as of December 31, 20132016 and a net deferred tax asset of $14.3 million and 2012, respectively.as of December 31, 2015. As reflected in the preceding table, the Company had a valuation allowance of $77.2116.0 million and $74.575.8 million as of December 31, 20132016 and 20122015, respectively.

During the second quarter of 2016, the Company established a valuation allowance to fully reserve its net deferred tax assets in the United States. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assessed the likelihood that its deferred tax assets would be recovered from estimated future taxable income and available tax planning strategies and determined that the adjustment to the valuation allowance at December 31, 2013 and 2012 was appropriate. In making this assessment, all available evidence was considered including the current economic climate, as well as reasonable tax planning strategies. The Company believes it is more likely than not that the Company will realize theits remaining net deferred tax assets, net of the valuation allowance, in future years.

The Company had net operating loss carryforwards of $334.9$286.4 million as of December 31, 2013,2016, with expiration dates as follows: 20142017 - $0.027.3 million; 20152018 - $8.7$38.0 million; 2019 - $41.8 million; 2016 - $95.2 million; and thereafter or unlimited - $231.0179.3 million. TheseThe net operating loss carryforwards of $334.9286.4 million were entirely net operating loss carryforwardsin tax jurisdictions outside of the United States.

The Company paid income taxes of $174.5106.2 million, $147.797.6 million and $116.4223.6 million for the years ended December 31, 20132016, 20122015 and 20112014, respectively.

At December 31, 20132016 and 20122015, the Company had $122.2139.9 million and $94.5133.0 million, respectively, of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. At December 31, 20132016 and 20122015, the Company had approximately $61.947.0 million and $23.561.2 million, respectively, of accrued or deferred taxes related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions that it expects to settle or pay in the next 12 months. The Company accrued approximately $2.33.4 million and $3.8$5.1 million of interest and penalties related to unrecognized tax benefits in its provision for income taxes during 20132016 and 20122015, respectively. At December 31, 20132016 and2012, the

6564

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2015, the Company had accrued interest and penalties related to unrecognized tax benefits of $14.416.4 million and $11.918.3 million, respectively.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits as of and during the years ended December 31, 20132016 and 20122015 is as follows (in millions):
2013 20122016 2015
Gross unrecognized income tax benefits$94.5
 $71.1
$133.0
 $130.6
Additions for tax positions of the current year34.7
 18.5
14.4
 14.4
Additions for tax positions of prior years3.6
 7.3
15.2
 7.1
Additions for tax positions related to acquisitions
 1.1
Reductions for tax positions of prior years for: 
  
 
  
Changes in judgments(9.0) 0.2
(1.2) (0.3)
Settlements during the period
 
Settlements during the year(13.8) 
Lapses of applicable statute of limitations(3.6) (5.2)(5.0) (5.8)
Foreign currency translation2.0
 1.5
(2.7) (13.0)
Gross unrecognized income tax benefits$122.2
 $94.5
$139.9
 $133.0

The Company and its subsidiaries file income tax returns in the United States and in various state, local and foreign jurisdictions. The Company and its subsidiaries are routinely examined by tax authorities in these jurisdictions. As of December 31, 20132016, a number of income tax examinations in foreign jurisdictions were ongoing. It is possible that certain of these ongoing examinations may be resolved within 12 months. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized income tax benefits balance may materially change within the next 12 months. Due to the number of jurisdictions and issues involved and the uncertainty regarding the timing of any settlements, the Company is unable at this time to provide a reasonable estimate of such change that may occur within the next 12 months. Although there are ongoing examinations in various federal and state jurisdictions, the 20102013 through 20132016 tax years generally remain subject to examination in the United States by federal and stateapplicable authorities. In the Company’s significant foreign jurisdictions, primarily the United Kingdom, France, Germany, Switzerland, Finland and Brazil, the 20082011 through 20132016 tax years generally remain subject to examination by their respective tax authorities. In Brazil, the Company is contesting disallowed deductions related to the amortization of certain goodwill amounts (Note 11)12).

6.7.    Indebtedness

Indebtedness consisted of the following at December 31, 20132016 and 20122015 (in millions):
 December 31, 2013 December 31, 2012
11/4% Convertible senior subordinated notes due 2036
$201.2
 $192.1
4½% Senior term loan due 2016275.0
 264.2
57/8% Senior notes due 2021
300.0
 300.0
Credit facility, expires 2016360.0
 465.0
Other long-term debt114.0
 65.5
 1,250.2
 1,286.8
Less: Current portion of long-term debt(110.5) (59.1)
        11/4% Convertible senior subordinated notes due 2036
(201.2) (192.1)
Total indebtedness, less current portion$938.5
 $1,035.6
 December 31, 2016 December 31, 2015
1.056% Senior term loan due 2020$211.0
 $217.2
Credit facility, expires 2020329.2
 338.9
Senior term loans due 2021316.5
 
5 7/8% Senior notes due 2021
306.6
 297.4
Senior term loans due between 2019 and 2026395.6
 
4½% Senior term loan due 2016
 217.2
Other long-term debt141.6
 164.3
Debt issuance costs(5.1) (3.6)
 1,695.4
 1,231.4
Less: Current portion of other long-term debt(85.4) (89.0)
         4½% Senior term loan due 2016
 (217.2)
Total indebtedness, less current portion$1,610.0
 $925.2


6665

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

At December 31, 20132016, the aggregate scheduled maturities of long-term debt, excluding the current portion of long-term debt, are as follows (in millions):
2015$44.5
2016576.6
20171.3
20180.3
Thereafter315.8
 $938.5
2018$22.8
201972.0
2020550.3
2021824.2
Thereafter140.7
 $1,610.0

Convertible senior subordinated notes

The following table sets forth as of December 31, 2013 and 2012 the carrying amount of the equity component, the principal amount of the liability component, the unamortized discount and the net carrying amount of the Company’s 11/4% convertible senior subordinated notes (in millions):
 December 31,
 2013 2012
1¼% Convertible senior subordinated notes due 2036: 
  
Carrying amount of the equity component$54.3
 $54.3
    
Principal amount of the liability component$201.2
 $201.3
Less: unamortized discount
 (9.2)
Net carrying amount$201.2
 $192.1

The following table sets forth the interest expense recognized for the years ended December 31, 2013, 2012 and 2011 relating to both the contractual interest coupon and the amortization of the discount on the liability component for the Company’s former 13/4% convertible senior subordinated notes and the 11/4% convertible senior subordinated notes (in millions):
 Years Ended December 31,
 2013 2012 2011
1¾% Convertible senior subordinated notes: 
  
  
Interest expense$
 $
 $0.9
1¼% Convertible senior subordinated notes: 
  
  
Interest expense$11.7
 $11.2
 $10.7

The effective interest rate on the liability component for the 11/4% convertible senior subordinated notes for each of the years ended December 31, 2013, 2012 and 2011 was 6.1%. The unamortized discount for the 11/4% convertible senior subordinated notes was amortized through December 2013, as this was the earliest date that the notes’ holders could require the Company to repurchase the notes.

Cash payments for interest were approximately $66.4$58.8 million,, $70.0 $63.0 million and $47.1$68.4 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively.

The Company’s 11/4% convertible senior subordinated notes, due December 15, 2036, were issued in December 2006 and provided for the settlement upon conversion in cash up to the principal amount of the notes with any excess conversion value settled in shares of the Company’s common stock. Interest is payable on the notes at 11/4% per annum, payable semi-annually in arrears in cash on June 15 and December 15 of each year. The notes are convertible into shares of the Company’s common stock at an effective price of $40.44 per share, subject to adjustment, including to reflect the impact to the conversion rate upon payment of any dividends to the Company’s stockholders. The current effective price reflects a conversion rate for the notes of 24.7268 shares of common stock per $1,000 principal amount of notes.


67

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The notes contain certain anti-dilution provisions designed to protect the holders’ interests. If a change of control transaction that qualified as a “fundamental change” occurred on or prior to December 15, 2013, under certain circumstances the Company increased the conversion rate for the notes converted in connection with the transaction by a number of additional shares (as used in this paragraph, the “make whole shares”). A fundamental change is any transaction or event in connection with which 50% or more of the Company’s common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive consideration that is not at least 90% common stock listed on a U.S. national securities exchange, or approved for quotation on an automated quotation system. The amount of the increase in the conversion rate would have depended on the effective date of the transaction and an average price per share of the Company’s common stock as of the effective date. No adjustment to the conversion rate would have been made if the price per share of common stock is less than $31.33 per share or more than $180.00 per share. The number of additional make whole shares range from 7.3658 shares per $1,000 principal amount at $31.33 per share to 0.0000 shares per $1,000 principal amount at $180.00 per share for the year ended December 15, 2013. If the acquirer or certain of its affiliates in the fundamental change transaction had publicly traded common stock, the Company would, instead of increasing the conversion rate as described above, cause the notes to become convertible into publicly traded common stock of the acquirer, with principal of the notes to be repaid in cash, and the balance, if any, payable in shares of such acquirer common stock. At no time will the Company issue an aggregate number of shares of the Company’s common stock upon conversion of the notes in excess of 31.9183 shares per $1,000 principal amount thereof. If the holders of the Company’s common stock receive only cash in a fundamental change transaction, then holders of the notes will receive cash as well. Holders may convert the notes only under the following circumstances: (1) during any fiscal quarter, if the closing sales price of the Company’s common stock exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) during the five business day period after a five consecutive trading day period in which the trading price per note for each day of that period was less than 98% of the product of the closing sale price of the Company’s common stock and the conversion rate; (3) if the notes have been called for redemption; or (4) upon the occurrence of certain corporate transactions. Beginning December 19, 2013, the Company could redeem any of the notes at a redemption price of 100% of their principal amount, plus accrued interest, as well as settle any excess conversion value with shares of the Company’s common stock. Holders of the notes may require the Company to repurchase the notes at a repurchase price of 100% of their principal amount, plus accrued interest, on December 15, 2016, 2021, 2026 and 2031. Holders may also require the Company to repurchase all or a portion of the notes upon a fundamental change, as defined in the indenture, at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest. The notes are senior subordinated obligations and are subordinated to all of the Company’s existing and future senior indebtedness and effectively subordinated to all debt and other liabilities of the Company’s subsidiaries.1.056% Senior Term Loan

Holders of the Company’s 11/4% convertible senior subordinated notes had the right to require the Company to repurchase the notes at a repurchase price of 100% of their principal amount, plus any interest, onIn December 15, 2013. No notes were tendered for repurchase. In addition, holders may convert the notes if, during any fiscal quarter, the closing sales price of the Company’s common stock exceeds 120% of the conversion price of $40.44 per share for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. As of December 31, 2013, the closing sales price of the Company’s common stock had exceeded 120% of the conversion price of the 11/4% convertible senior subordinated notes for at least 20 trading days in the 30 consecutive trading days ending December 31, 2013, and, therefore, the holders of the notes may convert the notes during the three months ending March 31, 2014. Due to the ability of the holders of the notes to convert the notes during the three months ending March 31, 2014, the Company classifiedentered into a term loan with the notes as a current liabilityEuropean Investment Bank, which provided the Company with the ability to borrow up to €200.0 million. The €200.0 million (or approximately $211.0 million as of December 31, 2013. As2016) of December 31, 2012, the Company classified the notes asfunding was received on January 15, 2015 with a current liability due to the redemption featurematurity date of the notes. The Company classified approximately $9.2 million of the equity component of the 11/4% convertible senior subordinated notes as “Temporary equity” as of December 31, 2012. The amount classified as “Temporary equity” was measured as the excess of (i) the amount of cash that would be required to be paid upon conversion over (ii) the current carrying amount of the liability-classified component. As of December 31, 2013, the amount of principal cash required to be repaid upon conversion of the 11/4% convertible senior subordinated notes was equivalent to the carrying amount of the liability-classified component. Future classification of the notes between current liabilities and long-term debt will be dependent on the closing sales price of the Company’s common stock during future quarters, until the fourth quarter of 2015.

During the year ended December 31, 2013, holders of the Company’s 11/4% convertible senior subordinated notes converted less than $0.1 million of principal amount of the notes. The Company issued 286 shares of its common stock associated with the less than $0.1 million excess conversion value of the notes. The Company reflected the repayment of the principal of the notes totaling less than $0.1 million within “Conversion of convertible senior subordinated notes” within the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2013. During 2011, holders of the Company’s former 13/4% convertible senior subordinated notes converted approximately $161.0 million of principal amount of the notes. The Company issued 3,926,574 shares of its common stock associated with the $195.9 million excess conversion

68

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

value of the notes. The Company reflected the repayment of the principal of the notes totaling $161.0 million within “Conversion of convertible senior subordinated notes” within the Company’s Consolidated Statement of Cash Flows for the year ended December 31, 2011.

Subsequent to December 31, 2013, holders of the Company’s 11/4% convertible senior subordinated notes converted approximately $49.6 million of principal amount of the notes. The Company issued 377,957 shares of its common stock associated with the $21.9 million excess conversion value of the notes.

4 1/2% Senior term loan

The Company’s €200.0 million (or approximately $275.0 million) 41/2% senior term loan with Rabobank is due May 2, 2016.January 15, 2020. The Company has the ability to prepay the term loan before its maturity date. Interest is payable on the term loan at 41/2%1.056% per annum, payable quarterly in arrears on March 31, June 30, September 30arrears. The term loan contains covenants regarding, among other things, the incurrence of indebtedness and the making of certain payments, as well as commitments regarding amounts of future research and development expenses in Europe, and is subject to acceleration in the events of default. The Company also has to fulfill financial covenants with respect to a net leverage ratio and interest coverage ratio.

Credit Facility

The Company’s revolving credit and term loan facility consists of an $800.0 million multi-currency revolving credit facility and a €312.0 million (or approximately $329.2 million as of December 31, 2016) term loan facility. The maturity date of each year.the credit facility is June 26, 2020. Under the credit facility agreement, interest accrues on amounts outstanding, at the Company’s option, depending on the currency borrowed, at either (1) LIBOR or EURIBOR plus a margin ranging from 1.0% to 1.75% based on the Company’s leverage ratio, or (2) the base rate, which is equal to the higher of (i) the administrative agent’s base lending rate for the applicable currency, (ii) the federal funds rate plus 0.5%, and (iii) one-month LIBOR for loans denominated in U.S. dollars plus 1.0% plus a margin ranging from 0.0% to 0.25% based on the Company’s leverage ratio. As is more fully described in Note 11, the Company entered into an interest rate swap in 2015 to convert the term loan facility’s floating interest rate to a fixed interest rate of 0.33% plus the applicable margin over the remaining life of the term loan facility. The credit facility contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of a default. The Company also has to fulfill financial covenants with respect to a total debt to EBITDA ratio and an interest coverage ratio. As of December 31, 2016, no amounts were outstanding under the Company’s multi-currency revolving credit facility, and the Company had the ability to borrow approximately $800.0 million under the facility. Approximately €312.0 million (or approximately $329.2 million) was outstanding under the term loan facility as of December 31, 2016. As of December 31, 2015, no amounts were outstanding under the Company’s multi-currency revolving credit facility, and the Company had the ability to borrow approximately $800.0 million under the facility. Approximately €312.0 million (or approximately $338.9 million) was outstanding under the term loan facility as of December 31, 2015.

During 2015, the Company designated its €312.0 million ($329.2 million at December 31, 2016) term loan facility as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net investment. See Note 11 for additional information about the net investment hedge.
Senior Term Loans Due 2021

In April 2016, the Company entered into two term loan agreements with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”), in the amount of €100.0 million and €200.0 million, respectively (or, in aggregate, approximately $316.5 million as of December 31, 2016). The €300.0 million of funding was received on April 26, 2016 and was partially used to repay the Company’s 4½% senior term loan with Rabobank which was due May 2, 2016. The Company received net proceeds of approximately €99.6 million (or approximately $112.2 million) after debt issuance costs. The

66

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

provisions of the two term loans are identical in nature. The Company has the ability to prepay the term loans before their maturity date on April 26, 2021. Interest is payable on the term loans per annum, equal to the EURIBOR plus a margin ranging from 1.0% to 1.75% based on the Company’s net leverage ratio. Interest is paid quarterly in arrears. The term loan contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of default. The Company also has to fulfill financial covenants with respect to a total debt to EBITDA ratio and an interest coverage ratio.

57/8% Senior notesNotes

The Company’s $300.0$306.6 million of 57/8% senior notes due December 1, 2021 constitute senior unsecured and unsubordinated indebtedness. Interest is payable on the notes semi-annually in arrears on June 1 and December 1 of each year.arrears. At any time prior to September 1, 2021, the Company may redeem the notes, in whole or in part from time to time, at its option, at a redemption price equal to the greater of (i) 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date at the treasury rate plus 0.5%, plus accrued and unpaid interest, including additional interest, if any. Beginning September 1, 2021, the Company may redeem the notes, in whole or in part from time to time, at its option, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any. As is more fully described in Note 11, the Company entered into an interest rate swap in 2015 to convert the senior notes’ fixed interest rate to a floating interest rate over the remaining life of the senior notes. During the second quarter of 2016, the Company terminated the interest rate swap. As a result, the Company recorded a deferred gain of approximately $7.3 million associated with the termination, which will be amortized as a reduction to “Interest expense, net” over the remaining term of the 57/8% senior notes through December 1, 2021. As of December 31, 2016, the unamortized portion of the deferred gain was approximately $6.6 million and the amortization for 2016 was approximately $0.7 million.

Credit facilitySenior Term Loans Due Between 2019 and 2026

In October 2016, the Company borrowed an aggregate amount of €375.0 million (or approximately $395.6 million as of December 31, 2016) through a group of seven related term loan agreements. The Company received net proceeds of approximately €373.2 million (or approximately $409.5 million as of October 19, 2016) after debt issuance costs and were used to repay borrowings made under the Company’s revolving credit and term loan facility consists of a $600.0 million multi-currency revolving credit facility and a $360.0 million term loan facility. The maturity dateprovisions of the Company’s credit facility is December 1, 2016. The Company is required to make quarterly payments towards the term loan agreements are identical in nature, with the exception of $5.0 million that will increaseinterest rate terms and maturities. The Company has the ability to $10.0 million commencing March 2015.prepay the term loans before their maturity dates. Interest accrues on amounts outstanding under the credit facility, at the Company’s option, at either (1) LIBOR plus a margin ranging from 1.0% to 2.0% basedis payable on the Company’s leverage ratio,term loans in arrears either semi-annually or (2) the base rate, which is equal to the higher of (i) the administrative agent’s base lending rate for the applicable currency, (ii) the federal funds rate plus 0.5%, and (iii) one-month LIBOR forannually as provided below (in millions):   
Term Loan Amount Maturity Date Floating or Fixed Interest Rate Interest Rate Interest Payment
1.0
 October 19, 2019 Floating EURIBOR + 0.75% Semi-Annually
55.0
 October 19, 2019 Fixed 0.75% Annually
25.5
 October 19, 2021 Floating EURIBOR + 1.00% Semi-Annually
166.5
 October 19, 2021 Fixed 1.00% Annually
1.0
 October 19, 2023 Floating EURIBOR + 1.25% Semi-Annually
73.5
 October 19, 2023 Fixed 1.33% Annually
52.5
 October 19, 2026 Fixed 1.98% Annually
375.0
        
The term loans denominated in U.S. dollars plus 1.0% plus a margin ranging from 0.0% to 0.5% based on the Company’s leverage ratio. The credit facility containscontain covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of a default.

67

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Former 4 1/2% Senior Term Loan

On April 26, 2016, the Company repaid its €200.0 million (or approximately $225.4 million) 41/2% senior term loan with Rabobank that was due May 2, 2016. The Company also hashad the ability to fulfill financial covenantsprepay the term loan before its maturity date. Interest was payable on the term loan at 41/2% per annum, payable quarterly in arrears.

Former Convertible Senior Subordinated Notes

During the first six months of 2014, holders of the Company’s former 11/4% convertible senior subordinated notes converted or the Company repurchased approximately $49.7 million of aggregate principal amount of the notes. In May 2014, the Company announced its election to redeem the remaining $151.5 million balance of the notes with respecta redemption date of June 20, 2014. Substantially all of the holders of the notes elected to convert their remaining notes prior to the redemption date. The redemptions settled in July 2014. For the year ended December 31, 2014, the Company issued a total debt to EBITDA ratio and an interest coverage ratio. As of 1,437,465 shares of its common stock associated with the $81.0 million excess conversion value of all notes converted. The Company reflected the repayment of the principal of the notes totaling $201.2 million within “Repurchase or conversion of convertible senior subordinated notes” within the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 20132014.
,The interest expense recognized for the Company had $360.0 million of outstanding borrowings under the credit facility and availability to borrow approximately $600.0 million. As ofyear ended December 31, 2012,2014 relating to the Company had contractual interest coupon for Company’s former 1$465.0 million1 of outstanding borrowings under the credit facility and availability to borrow/4% convertible senior subordinated notes was approximately $515.0 million.$0.9 million.

Standby lettersLetters of creditCredit and similar instrumentsSimilar Instruments

The Company has arrangements with various banks to issue standby letters of credit or similar instruments, which guarantee the Company’s obligations for the purchase or sale of certain inventories and for potential claims exposure for insurance coverage. At December 31, 20132016 and 20122015, outstanding letters of credit totaled $16.717.1 million and $15.817.5 million, respectively.


69

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

7.8.    Employee Benefit Plans

The Company sponsors defined benefit pension plans covering certain employees, principally in the United States,Kingdom, the United Kingdom,States, Germany, Switzerland, Finland, Norway, France, Switzerland, AustraliaNorway and Argentina. The Company also provides certain postretirement health care and life insurance benefits for certain employees, principally in the United States and Brazil.

The Company also maintains an Executive Nonqualified Pension Plan (“ENPP”), which provides certain U.S.-based senior executives with retirement income for a period of 15 years or up to a lifetime annuity, if certain requirements are met. Benefits under the ENPP vest if the participant has attained age 50 with at least ten years of service (five years of which include years of participation in the ENPP), but are not payable until the participant reaches age 65. The lifetime annuity benefit generally will be available only to participants who retire on or after reaching normal retirement age and otherwise have a vested benefit under the ENPP. The ENPP is an unfunded, nonqualified defined benefit pension plan.

68

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Net annual pension costs for the years ended December 31, 20132016, 20122015 and 20112014 for the Company’s defined benefit pension plans and ENPP are set forth below (in millions):
Pension benefits 2013 2012 2011 2016 2015 
2014(1)
Service cost $14.9
 $14.4
 $14.4
 $16.2
 $18.7
 $16.8
Interest cost 33.9
 38.2
 40.1
 24.6
 31.2
 37.3
Expected return on plan assets (37.6) (36.3) (37.1) (38.8) (44.4) (44.5)
Amortization of net actuarial loss 13.3
 9.5
 6.4
Amortization of prior service credit (0.1) (0.1) (0.2)
Settlement loss 0.1
 0.2
 0.1
Special termination benefits and other 
 
 0.2
Amortization of net actuarial losses 10.0
 8.0
 9.5
Amortization of prior service cost 1.0
 0.4
 0.8
Net loss recognized due to settlement 0.4
 0.2
 0.4
Net gain recognized due to curtailment (0.1) 
 (0.5)
Special termination benefits 
 0.5
 1.3
Net annual pension cost $24.5
 $25.9
 $23.9
 $13.3
 $14.6
 $21.0

(1)Rounding may impact summation of amounts.

The weighted average assumptions used to determine the net annual pension costs for the Company’s defined benefit pension plans and ENPP for the years ended December 31, 20132016, 20122015 and 20112014 are as follows:
2013 2012 20112016 2015 2014
All plans: 
  
  
 
  
  
Weighted average discount rate4.3% 5.1% 5.6%3.6% 3.5% 4.4%
Weighted average expected long-term rate of return on plan assets6.8% 7.0% 7.0%6.8% 6.8% 6.9%
Rate of increase in future compensation2.5-4.0%
 2.5-4.5%
 2.5-4.5%
2.0%-5.0%
 2.25%-5.0%
 2.5-5.0%
U.S.-based plans: 
  
  
 
  
  
Weighted average discount rate3.9% 4.6% 5.4%4.60% 4.15% 4.75%
Weighted average expected long-term rate of return on plan assets7.0% 7.75% 8.0%
Rate of increase in future compensationN/A
 N/A
 N/A
Weighted average expected long-term rate of return on plan assets(1)
6.0% 6.0% 7.0%
Rate of increase in future compensation(2)
5.0% 5.0% 5.0%

(1)Applicable for U.S. funded, qualified plans.
(2)Applicable for U.S. unfunded, nonqualified plan.

Net annual postretirement benefit costs, and the weighted average discount rate used to determine them, for the years ended December 31, 20132016, 20122015 and 20112014 are set forth below (in millions, except percentages):
Postretirement benefits 2013 2012 2011 2016 2015 2014
Service cost $0.1
 $0.1
 $0.1
 $
 $
 $0.1
Interest cost 1.7
 1.5
 1.6
 1.4
 1.3
 1.6
Amortization of prior service cost (credit) 0.2
 (0.2) (0.3)
Amortization of net actuarial loss 0.5
 0.4
 0.3
Amortization of prior service cost 0.2
 0.2
 0.2
Amortization of net actuarial losses 
 0.1
 0.1
Other 
 
 0.2
Net annual postretirement benefit cost $2.5
 $1.8
 $1.7
 $1.6
 $1.6
 $2.2
Weighted average discount rate 4.7% 4.8% 5.6% 5.1% 4.6% 5.3%
    

7069

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables set forth reconciliations of the changes in benefit obligation, plan assets and funded status as of December 31, 20132016 and 20122015 (in millions):
 Pension Benefits 
Postretirement
Benefits
 
Pension and ENPP
 Benefits
 
Postretirement
Benefits
Change in benefit obligation 2013 2012 2013 2012 2016 2015 2016 2015
Benefit obligation at beginning of year $842.3
 $765.9
 $37.0
 $31.8
 $844.4
 $926.8
 $27.3
 $29.6
Service cost 14.9
 14.4
 0.1
 0.1
 16.2
 18.7
 
 
Interest cost 33.9
 38.2
 1.7
 1.5
 24.6
 31.2
 1.4
 1.3
Plan participants’ contributions 1.3
 1.2
 
 
 1.1
 1.2
 
 
Actuarial loss (gain) (4.1) 36.1
 (6.2) 1.8
Actuarial losses (gains) 121.9
 (41.7) 0.6
 (1.7)
Amendments 
 
 
 3.9
 3.3
 8.3
 
 
Settlements (0.6) (0.4) 
 
 (3.8) (0.5) 
 
Curtailments (0.4) 
 
 
Benefits paid (52.9) (44.6) (1.8) (1.8) (44.1) (50.8) (1.2) (1.2)
Special termination benefits and other 
 
 
 0.1
 
 0.5
 
 
Foreign currency exchange rate changes 16.4
 31.5
 (0.5) (0.4) (113.4) (49.3) 0.5
 (0.7)
Benefit obligation at end of year $851.2
 $842.3
 $30.3
 $37.0
 $849.8
 $844.4
 $28.6
 $27.3
   
Postretirement
Benefits
 
Pension and ENPP
 Benefits
 
Postretirement
Benefits
 Pension Benefits  
Change in plan assets 2013 2012 2013 2012 2016 2015 2016 2015
Fair value of plan assets at beginning of year $576.7
 $520.8
 $
 $
 $630.7
 $677.2
 $
 $
Actual return on plan assets 81.3
 40.6
 
 
 84.4
 5.2
 
 
Employer contributions 41.0
 36.1
 1.8
 1.7
 31.3
 34.0
 1.2
 1.2
Plan participants’ contributions 1.3
 1.2
 
 
 1.1
 1.2
 
 
Benefits paid (52.9) (44.6) (1.8) (1.8) (44.1) (50.8) (1.2) (1.2)
Settlements (0.6) (0.4) 
 
 (3.8) (0.5) 
 
Other 
 
 
 0.1
Foreign currency exchange rate changes 13.9
 23.0
 
 
 (97.9) (35.6) 
 
Fair value of plan assets at end of year $660.7
 $576.7
 $
 $
 $601.7
 $630.7
 $
 $
Funded status $(190.5) $(265.6) $(30.3) $(37.0) $(248.1) $(213.7) $(28.6) $(27.3)
Unrecognized net actuarial loss 260.3
 321.5
 4.1
 10.8
Unrecognized prior service (credit) cost (0.1) (0.2) 3.9
 4.2
Unrecognized net actuarial losses 384.7
 319.0
 2.0
 1.4
Unrecognized prior service cost 13.4
 11.2
 3.4
 3.6
Accumulated other comprehensive loss (260.2) (321.3) (8.0) (15.0) (398.1) (330.2) (5.4) (5.0)
Net amount recognized $(190.5) $(265.6) $(30.3) $(37.0) $(248.1) $(213.7) $(28.6) $(27.3)

Amounts recognized in Consolidated Balance Sheets: 
  
  
  
  
  
  
  
Other long-term asset$
 $0.1
 $
 $
 $
 $0.2
 $
 $
Other current liabilities(3.0) (2.5) (1.8) (1.7) (3.5) (3.5) (1.5) (1.5)
Accrued expenses(5.4) (5.2) 
 
 (1.7) (2.3) 
 
Pensions and postretirement health care benefits (noncurrent)(182.1) (258.0) (28.5) (35.3) (242.9) (208.1) (27.1) (25.8)
Net amount recognized$(190.5) $(265.6) $(30.3) $(37.0) $(248.1) $(213.7) $(28.6) $(27.3)


7170

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes the activity in accumulated other comprehensive loss related to the Company’s ENPP and defined pension and postretirement benefit plans during the yearyears ended December 31, 20132016 and 2015 (in millions):
 
Before-Tax
Amount
 
Income
Tax
 
After-Tax
Amount
 
Before-Tax
Amount
 
Income
Tax
 
After-Tax
Amount
Accumulated other comprehensive loss as of December 31, 2012 $(355.2) $(92.3) $(262.9)
Accumulated other comprehensive loss as of December 31, 2014 $(341.5) $(88.2) $(253.3)
Prior service cost arising during the year (8.3) (3.6) (4.7)
Net loss recognized due to settlement 0.1
 0.1
 
 0.3
 0.1
 0.2
Net actuarial gain arising during the year 60.1
 14.9
 45.2
 4.2
 2.1
 2.1
Amortization of prior service cost 1.1
 0.5
 0.6
 0.6
 0.2
 0.4
Amortization of net actuarial loss 14.5
 3.8
 10.7
Accumulated other comprehensive loss as of December 31, 2013 $(279.4) $(73.0) $(206.4)
Amortization of net actuarial losses 8.1
 1.8
 6.3
Accumulated other comprehensive loss as of December 31, 2015 $(336.6) $(87.6) $(249.0)
Prior service cost arising during the year (3.3) (0.7) (2.6)
Net loss recognized due to settlement 0.5
 0.1
 0.4
Net gain recognized due to curtailment (0.1) 
 (0.1)
Net actuarial loss arising during the year (76.5) (13.6) (62.9)
Amortization of prior service cost 1.2
 0.1
 1.1
Amortization of net actuarial losses 10.0
 1.4
 8.6
Accumulated other comprehensive loss as of December 31, 2016 $(404.8) $(100.3) $(304.5)

As of December 31, 20132016, the Company’s accumulated other comprehensive loss included a net actuarial losslosses of approximately $260.3384.7 million and a net prior service creditcost of approximately $0.113.4 million related to the Company’s defined benefit pension plans.plans and ENPP. The estimated net actuarial losslosses and net prior service creditcost for the defined benefit pension plans and ENPP expected to be amortized from the Company’s accumulated other comprehensive loss during the year ended December 31, 20142017 are approximately $8.612.0 million and $0.11.2 million, respectively.

As of December 31, 20132016, the Company’s accumulated other comprehensive loss included a net actuarial losslosses of approximately $4.12.0 million and a net prior service cost of approximately $3.93.4 million related to the Company’s U.S. and Brazilian postretirement health care benefit plans. The estimated net actuarial losslosses and net prior service cost for postretirement health care benefit plans expected to be amortized from the Company’s accumulated other comprehensive loss during the year ended December 31, 20142017 are approximatelyless than $0.1 million and approximately $0.2 million, respectively.

The weighted average assumptions used to determine the benefit obligation for the Company’s pension plans as of December 31, 2013 and 2012 are as follows:
 2013 2012
All plans: 
  
Weighted average discount rate4.3% 4.3%
Rate of increase in future compensation2.5-4.5%
 2.5-4.0%
U.S.-based plans: 
  
Weighted average discount rate4.8% 3.9%
Rate of increase in future compensationN/A
 N/A

The weighted average discount rate used to determine the benefit obligation for the Company’s postretirement benefit plans for the years ended December 31, 2013 and 2012 was 5.3% and 4.7%, respectively.

The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets for defined benefit pension plans, ENPP and other postretirement plans with accumulated benefit obligations in excess of plan assets were $873.6877.6 million, $834.5823.8 million and $653.1600.9 million, respectively, as of December 31, 20132016, and $870.8869.2 million, $830.8816.9 million and $569.0627.9 million, respectively, as of December 31, 20122015. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the Company’s U.S-based qualifiedU.S.-based defined benefit pension plans and ENPP with accumulated benefit obligations in excess of plan assets were $48.1118.1 million, $48.1101.9 million and $41.936.2 million, respectively, as of December 31, 20132016, and $54.4112.2 million, $54.498.4 million and $36.738.1 million, respectively, as of December 31, 20122015. The Company’s accumulated comprehensive loss as of December 31, 20132016 reflects a reduction ofin equity of $268.2403.5 million, net of taxes of $74.099.8 million, primarily related to the Company’s U.K. pension plan, where the projected benefit obligation exceeded the plan assets. In addition, the Company’s accumulated comprehensive loss as of December 31, 20132016 reflects a reduction ofin equity of approximately $1.3 million, net of taxes of $0.40.5 million, related to the Company’s GIMA joint venture. The amount represents 50% of GIMA’s unrecognized net actuarial losses and unrecognized prior service cost associated with its pension plan. In addition, GIMA recognized a net actuarial loss due to settlements during 2016 of approximately $0.1 million. The Company’s accumulated comprehensive loss as of December 31, 20122015 reflected a reduction ofin equity of $336.3335.2 million, net of taxes of $90.287.1 million, primarily related to the Company’s U.K. pension plan, wherein which the projected benefit obligation exceeded the plan assets. In addition, the Company’s accumulated comprehensive loss as of December 31, 20122015 reflected a reduction ofin equity of approximately $1.4 million, net of

72

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

taxes of $0.5 million, related to the Company’s GIMA joint venture. This amount represented 50% of GIMA’s unrecognized net actuarial losses and unrecognized prior service cost associated with its pension plan. In addition, GIMA recognized a net actuarial loss due to settlements during 2015 of approximately $0.1 million.

71

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

ForThe weighted average assumptions used to determine the benefit obligation for the Company’s defined benefit pension plans and ENPP as of December 31, 2016 and 2015 are as follows:
 2016 2015
All plans: 
  
Weighted average discount rate2.7% 3.6%
Rate of increase in future compensation1.5%-5.0%
 2.0%-5.0%
U.S.-based plans: 
  
Weighted average discount rate4.25% 4.6%
Rate of increase in future compensation(1)
5.0% 5.0%

(1)Applicable for U.S. unfunded, nonqualified plan.
The weighted average discount rate used to determine the benefit obligation for the Company’s postretirement benefit plans for the years ended December 31, 2013, 20122016 and 2011,2015 was 5.3% and 5.1%, respectively.

For the years ended December 31, 2016, 2015 and 2014, the Company used a globally consistent methodology to set the discount rate in the countries where its largest benefit obligations exist. In the United States, the United Kingdom and the Euro Zone, the Company constructed a hypothetical bond portfolio of high-quality corporate bonds and then applied the cash flows of the Company’s benefit plans to those bond yields to derive a discount rate. The bond portfolio and plan-specific cash flows vary by country, but the methodology in which the portfolio is constructed is consistent. In the United States, the bond portfolio is large enough to result in taking a “settlement approach” to derive the discount rate, wherein which high-quality corporate bonds are assumed to be purchased and the resulting coupon payments and maturities are used to satisfy the Company’s largest U.S. pension plan’splans’ projected benefit payments. In the United Kingdom and the Euro Zone, the discount rate is derived using a “yield curve approach,” wherein which an individual spot rate, or zero coupon bond yield, for each future annual period is developed to discount each future benefit payment and, thereby, determine the present value of all future payments. Under the settlement and yield curve approaches, the discount rate is set to equal the single discount rate that produces the same present value of all future payments. Effective January 1, 2016, the Company adopted a spot yield curve to determine the discount rate in the United Kingdom to measure the plan’s service cost and interest cost for the year ended December 31, 2016. Previously, the Company had utilized a single weighted-average discount rate derived from the “yield curve approach” to measure the plan’s benefit obligation, service cost and interest cost. Going forward, the Company has elected to utilize an approach that discounts the individual expected service cost and interest cost cash flows using the applicable spot rates derived from the yield curve over the projected cash flow period.

For measuring the expected U.S. postretirement benefit obligation at December 31, 2016, the Company assumed a 7.0% health care cost trend rate for 2017 decreasing to 5.0% by 2025. For measuring the expected U.S. postretirement benefit obligation at December 31, 2015, the Company assumed a 7.25% health care cost trend rate for 2016 decreasing to 5.0% by 2025. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2016, the Company assumed a 11.8% health care cost trend rate for 2017, decreasing to 6.1% by 2028. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2015, the Company assumed a 12.6% health care cost trend rate for 2016, decreasing to 6.8% by 2026. Changing the assumed health care cost trend rates by one percentage point each year and holding all other assumptions constant would have had the following effect to service and interest cost for 2016 and the accumulated postretirement benefit obligation for both the U.S. and Brazilian postretirement plans at December 31, 2016 (in millions):
 
One Percentage
Point Increase
 
One Percentage
Point Decrease
Effect on service and interest cost$0.2
 $(0.2)
Effect on accumulated benefit obligation$3.6
 $(3.0)

The Company currently estimates its minimum contributions and benefit payments to its U.S.-based underfunded defined benefit pension plans and unfunded ENPP for 2017 will aggregate approximately $2.2 million. The Company currently estimates its benefit payments for 2017 to its U.S.-based postretirement health care and life insurance benefit plans will aggregate approximately $1.5 million and its benefit payments for 2017 to its Brazilian postretirement health care benefit plans will aggregate approximately less than $0.1 million. The Company currently estimates its minimum contributions for

72

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

underfunded plans and benefit payments for unfunded plans for 2017 to its non-U.S.-based defined benefit pension plans will aggregate approximately $26.6 million, of which approximately $19.0 million relates to its U.K. pension plan.

During 2016, approximately $47.9 million of benefit payments were made related to the Company’s defined benefit pension plans and ENPP. At December 31, 2016, the aggregate expected benefit payments for the Company’s defined benefit pension plans and ENPP are as follows (in millions):
2017$41.9
201841.1
201941.2
202043.6
202144.9
2022 through 2026243.3
 $456.0

During 2016, approximately $1.2 million of benefit payments were made related to the Company’s U.S. and Brazilian postretirement benefit plans. At December 31, 2016, the aggregate expected benefit payments for the Company’s U.S. and Brazilian postretirement benefit plans are as follows (in millions):
2017$1.6
20181.6
20191.6
20201.7
20211.8
2022 through 20269.2
 $17.5

Investment strategyStrategy and concentrationConcentration of riskRisk

The weighted average asset allocation of the Company’s U.S. pension benefit plans as of December 31, 20132016 and 20122015 are as follows:
Asset Category 2013 2012 2016 2015
Large and small cap domestic equity securities 48% 45% 29% 28%
International equity securities 16% 14% 11% 10%
Domestic fixed income securities 16% 21% 42% 44%
Other investments 20% 20% 18% 18%
Total 100% 100% 100% 100%

The weighted average asset allocation of the Company’s non-U.S. pension benefit plans as of December 31, 20132016 and 20122015 are as follows:
Asset Category 2013 2012 2016 2015
Equity securities 45% 42% 39% 44%
Fixed income securities 30% 34% 54% 36%
Other investments 25% 24% 7% 20%
Total 100% 100% 100% 100%

ASC 820, “Fair Value Measurements” (“ASC 820”), establishes a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2: Inputs to the valuation methodology include:
quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in inactive markets;
inputs other than quoted prices that are observable for the asset or liability; and
inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

73

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The asset’s or liability’s fair value measurement level withinCompany categorizes its pension plan assets into one of three levels based on the assumptions used in valuing the asset. See Note 13 for a discussion of the fair value hierarchy is based onas per the lowest level of any input that is significant to the fair value measurement.guidance in ASC 820, “Fair Value Measurements” (“ASC 820”). The Company’s valuation techniques are designed to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses the following valuation methodologies to measure the fair value of theits pension plan assets:

Equity Securities: Equity securities are valued on the basis of the closing price per unit on each business day as reported on the applicable exchange.

Fixed Income: Fixed income securities are valued using the closing prices in the active market in which the fixed income investment trades. Fixed income funds are valued using the net asset value of the fund, which is based on the fair value of the underlying securities.

Cash: These investments primarily consist of short termshort-term investment funds which are valued using the net asset value.

Alternative Investments and Pooled Funds: These investments are reported at fair value as determined by the general partner of the alternative investment or pooled fund.investment. The “market approach” valuation technique is used to value investments in these funds. The funds typically are typically open-end funds as they generally offer subscription and redemption options to investors. The frequency of such subscriptions or redemptions is dictated by each fund’s governing documents. The amount of liquidity provided to investors in a particular fund generally is generally consistent with the liquidity and risk associated with the underlying portfolio (i.e., the more liquid the investments in the portfolio, the greater the liquidity provided to investors). Liquidity of individual funds varies based on various factors and may include “gates,” “holdbacks” and “side pockets” imposed by the manager of the fund, as well as redemption fees that may also apply. Investments in these funds typically are typically valued utilizing the net asset valuations provided by their underlying investment managers, general partners or administrators. The funds consider subscription and redemption rights, including any restrictions on the disposition of the interest, in its determination of the fair value.

Insurance Contracts: Insurance contracts are valued using current prevailing interest rates.

The fair value of the Company’s pension assets as of December 31, 20132016 is as follows (in millions):
Total Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
Equity securities: 
  
  
  
 
  
  
  
Global equities$132.0
 $132.0
 $
 $
$103.6
 $103.6
 $
 $
Non-U.S. equities6.7
 6.7
 
 
4.1
 4.1
 
 
U.K. equities132.0
 132.0
 
 
109.1
 109.1
 
 
U.S. large cap equities13.9
 13.9
 
 
6.2
 6.2
 
 
U.S. small cap equities6.2
 6.2
 
 
4.3
 4.3
 
 
Total equity securities290.8
 290.8
 
 
227.3
 227.3
 
 
Fixed income: 
  
  
  
 
  
  
  
Aggregate fixed income6.5
 6.5
 
 
118.0
 118.0
 
 
International fixed income180.8
 180.8
 
 
191.9
 191.9
 
 
Total fixed income share(1)
187.3
 187.3
 
 
309.9
 309.9
 
 
Cash and equivalents: 
  
  
  
Cash10.8
 
 10.8
 
Total cash and equivalents10.8
 
 10.8
 
Alternative investments(2)
146.0
 
 
 146.0
Alternative investments:       
Private equity fund2.4
 
 
 2.4
Hedge funds measured at net asset value(4)
34.4
 
 
 
Total alternative investments(2)
36.8
 
 
 2.4
Miscellaneous funds(3)
25.8
 
 
 25.8
21.4
 
 
 21.4
Cash and equivalents measured at net asset value(4)
6.3
 
 
 
Total assets$660.7
 $478.1
 $10.8
 $171.8
$601.7
 $537.2
 $
 $23.8

(1)
40%31% of “fixed income” securities are in foreign securities; 25% are in government treasuries; 31%19% are in investment-grade corporate bonds; 13% are in high-yield securities; and 29%12% are in other various fixed income securities.
(2)
35%32% of “alternative investments” are in relative value funds; 27% are in long-short equity funds; 29%23% are in event-driven funds; 12% are in relative value funds; 12% are in credit funds; 7% are distributed in hedged and non-hedged funds; and 5%6% are in multi-strategycredit funds.
(3)“Miscellaneous funds” is comprised of pooled funds in Australia and insurance contracts in Finland, Norway and Switzerland.
(4)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.


74

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following is a reconciliation of Level 3 assets as of December 31, 20132016 (in millions):
Total 
Alternative
Investments
 
Miscellaneous
Funds
Total 
Alternative
Investments
 
Miscellaneous
Funds
Beginning balance as of December 31, 2012$152.6
 $127.1
 $25.5
Beginning balance as of December 31, 2015$24.1
 $2.4
 $21.7
Actual return on plan assets: 
  
  
 
  
  
(a) Relating to assets still held at reporting date15.4
 15.1
 0.3
1.0
 
 1.0
(b) Relating to assets sold during period0.3
 0.3
 

 
 
Purchases, sales and /or settlements0.5
 0.3
 0.2
(0.8) 
 (0.8)
Foreign currency exchange rate changes3.0
 3.2
 (0.2)(0.5) 
 (0.5)
Ending balance as of December 31, 2013$171.8
 $146.0
 $25.8
Ending balance as of December 31, 2016$23.8
 $2.4
 $21.4

The fair value of the Company’s pension assets as of December 31, 20122015 is as follows (in millions):
Total Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
Equity securities: 
  
  
  
 
  
  
  
Global equities$103.7
 $103.7
 $
 $
$129.0
 $129.0
 $
 $
Non-U.S. equities5.2
 5.2
 
 
3.9
 3.9
 
 
U.K. equities112.2
 112.2
 
 
124.8
 124.8
 
 
U.S. large cap equities11.1
 11.1
 
 
7.1
 7.1
 
 
U.S. small cap equities5.4
 5.4
 
 
3.6
 3.6
 
 
Total equity securities237.6
 237.6
 
 
268.4
 268.4
 
 
Fixed income: 
  
  
  
 
  
  
  
Aggregate fixed income7.6
 7.6
 
 
16.8
 16.8
 
 
International fixed income176.7
 176.7
 
 
204.8
 204.8
 
 
Total fixed income share(1)
184.3
 184.3
 
 
221.6
 221.6
 
 
Cash and equivalents: 
  
  
  
Cash2.2
 
 2.2
 
Total cash and equivalents2.2
 
 2.2
 
Alternative investments(2)
127.1
 
 
 127.1
Alternative investments:       
Private equity fund2.4
 
 
 2.4
Hedge funds measured at net asset value(4)
109.2
 
 
 
Total alternative investments(2)
111.6
 
 
 2.4
Miscellaneous funds(3)
25.5
 
 
 25.5
21.7
 
 
 21.7
Cash and equivalents measured at net asset value(4)
7.4
 
 
 
Total assets$576.7
 $421.9
 $2.2
 $152.6
$630.7
 $490.0
 $
 $24.1

(1)
39%45% of “fixed income” securities are in investment-grade corporate bonds; 34%32% of “fixed income” securities are in government treasuries and 23% are in other various fixed income securities; and 27% are in government treasuries.securities.
(2)
24%34% of “alternative investments” are in long-short equity funds; 19% are in multi-strategy funds; 17%26% are in event-driven funds; 16%13% are in relative value funds; 13% are in credit funds; 12% are distributed in hedged and non-hedged funds; 12%and 2% are in relative value funds; and 12% are in creditmulti-strategy funds.
(3)“Miscellaneous funds” is comprised of pooled funds in Australia and variousinsurance contracts in Finland, Norway and Switzerland.
(4)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.


75

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The following is a reconciliation of Level 3 assets as of December 31, 20122015 (in millions):
Total 
Alternative
Investments
 
Miscellaneous
Funds
Total 
Alternative
Investments
 
Miscellaneous
Funds
Beginning balance as of December 31, 2011$140.9
 $119.8
 $21.1
Beginning balance as of December 31, 2014$23.7
 $0.9
 $22.8
Actual return on plan assets: 
  
  
 
  
  
(a) Relating to assets still held at reporting date4.3
 4.1
 0.2
2.6
 1.0
 1.6
(b) Relating to assets sold during period0.5
 0.5
 
0.1
 0.1
 
Purchases, sales and /or settlements1.2
 (2.3) 3.5
0.2
 0.4
 (0.2)
Transfers in and /or out of Level 3(0.2) (0.2) 
Foreign currency exchange rate changes5.9
 5.2
 0.7
(2.5) 
 (2.5)
Ending balance as of December 31, 2012$152.6
 $127.1
 $25.5
Ending balance as of December 31, 2015$24.1
 $2.4
 $21.7

All tax-qualified pension fund investments in the United States are held in the AGCO Corporation Master Pension Trust. The Company’s global pension fund strategy is to diversify investments across broad categories of equity and fixed income securities with appropriate use of alternative investment categories to minimize risk and volatility. The primary investment objective of the Company’s pension plans is to secure participant retirement benefits. As such, the key objective in the pension plans’ financial management is to promote stability and, to the extent appropriate, growth in funded status.

The investment strategy for the plans’ portfolio of assets balances the requirement to generate returns with the need to control risk. The asset mix is recognized as the primary mechanism to influence the reward and risk structure of the pension fund investments in an effort to accomplish the plans’ funding objectives. The overall investment strategy for the U.S.-based pension plans is to achieve a mix of approximately 15% of assets for the near-term benefit payments and 85% for longer-term growth. The overall U.S. pension funds invest in a broad diversification of asset types. The Company’s U.S. target allocation of retirement fund investments is 45%30% large- and small-cap domestic equity securities, 15%12% international equity securities, 20%44% broad fixed income securities and 20%14% in alternative investments. The Company has noted that over very long periods, this mix of investments would achieve an average return of approximately 7.0%6.7%. In arriving at the choice of an expected return assumption of 6.0% for its U.S. plans for the year ended December 31, 2017, the Company has tempered this historical indicator with lower expectations for returns and changes to investments in the future as well as the administrative costs of the plans. The overall investment strategy for the non-U.S. based pension plans is to achieve a mix of approximately 30% of assets for the near-term benefit payments and 70% for longer-term growth. The overall non-U.S. pension funds invest in a broad diversification of asset types. The Company’s non-U.S. target allocation of retirement fund investments isat December 31, 2016 was 45%40% equity securities, 30%55% broad fixed income investments and 25%5% in alternative investments. The majority of the Company’s non-U.S. pension fund investments are related to the Company’s pension plan in the United Kingdom. The Company has noted that over very long periods, this mix of investments would achieve an average return in excess of approximately 7.8%6.3%. In arriving at the choice of an expected return assumption of 7.0%6.0% for its U.K.-based plans for the year ended December 31, 2014,2017, the Company has tempered this historical indicator with lower expectations for returns and equity investment in the future as well as the administrative costs of the plans.

Equity securities primarily include investments in large-cap and small-cap companies located across the globe. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-backed securities, agency mortgages, asset-backed securities and government securities. Alternative and other assets include investments in hedge fund of funds that follow diversified investment strategies. To date, the Company has not invested pension funds in its own stock and has no intention of doing so in the future.

Within each asset class, careful consideration is given to balancing the portfolio among industry sectors, geographies, interest rate sensitivity, dependence on economic growth, currency and other factors affecting investment returns. The assets are managed by professional investment firms, who are bound by precise mandates and are measured against specific benchmarks. Among asset managers, consideration is given, among others, to balancing security concentration, issuer concentration, investment style and reliance on particular active investment strategies.

For measuring the expected U.S. postretirement benefit obligation at December 31, 2013 and 2012, the Company assumed an 7.5% and 8.0% health care cost trend rate for 2014 and 2013, respectively, decreasing to 5.0% by 2019. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2013, the Company assumed a 12.25% health care cost trend rate for 2014, decreasing to 6.45% by 2024. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2012, the Company assumed a 10.7% health care cost trend rate for 2013, decreasing to 6.2% by 2022. Changing the assumed health care cost trend rates by one percentage point each year and holding all other assumptions constant

76

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

would have the following effect to service and interest cost for 2013 and the accumulated postretirement benefit obligation at December 31, 2013 (in millions):
 
One Percentage
Point Increase
 
One Percentage
Point Decrease
Effect on service and interest cost$0.4
 $(0.3)
Effect on accumulated benefit obligation$3.8
 $(3.8)

The Company currently estimates its minimum contributions to its U.S.-based defined pension plans for 2014 will aggregate approximately $2.6 million. The Company currently estimates its benefit payments for 2014 to its U.S.-based postretirement health care and life insurance benefit plans will aggregate approximately $1.8 million and its benefits for 2014 to its Brazilian postretirement health care benefit plans will aggregate approximately less than $0.1 million. The Company currently estimates its minimum contributions for underfunded plans and benefit payments for unfunded plans for 2014 to its non-U.S.-based defined pension plans will aggregate approximately $40.0 million, of which approximately $25.6 million relates to its U.K. pension plan.

During 2013, approximately $53.5 million of benefit payments were made related to the Company’s pension plans. At December 31, 2013, the aggregate expected benefit payments for all of the Company’s pension plans are as follows (in millions):
2014$53.2
201551.4
201650.6
201750.3
201851.2
2019 through 2023276.6
 $533.3

During 2013, approximately $1.8 million of benefit payments were made related to the Company’s U.S. and Brazilian postretirement benefit plans. At December 31, 2013, the aggregate expected benefit payments for the Company’s U.S. and Brazilian postretirement benefit plans are as follows (in millions):
2014$1.8
20151.8
20161.9
20171.9
20182.0
2019 through 202310.4
 $19.8

The Company participates in a small number of multiemployer plans in the Netherlands and Sweden. The Company has assessed and determined that none of the multiemployer plans which it participates in are individually, or in the aggregate, significant to the Company’s Consolidated Financial Statements. The Company does not expect to incur a withdrawal liability or expect to significantly increase its contributions over the remainder of the multiemployer plans’ contract periods.

The Company maintains an Executive Nonqualified Pension Plan (“ENPP”), which provides U.S.-based senior executives with retirement income for a period of 15 years based on a percentage of the average of their highest three non-consecutive years of base salary and bonus during their final ten years of employment (referred to as their “three-year average compensation”), reduced by the senior executive’s social security benefits and 401(k) employer-matching contributions, as if the executive had made the maximum contribution. The benefit paid to the executives ranges from 2.25% to 3.00% of their three-year average compensation multiplied by credited years of service (subject to a maximum of 20 years). For nearly all participants, benefits under the ENPP vest if the participant has attained age 50 with at least ten years of service (five years of

7776

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

which include years of participation in the ENPP), but are not payable until the participant reaches age 65 or upon termination of services because of death or disability, adjusted to reflect payment prior to age 65.

Net annual ENPP cost and the measurement assumptions for the plans for the years ended December 31, 2013, 2012 and 2011 are set forth below (in millions, except percentages):
 2013 2012 2011
Service cost$3.1
 $2.8
 $1.8
Interest cost1.5
 1.4
 1.0
Amortization of prior service cost0.9
 0.9
 0.6
Amortization of net actuarial loss0.7
 0.3
 0.1
Net annual ENPP costs$6.2
 $5.4
 $3.5
Discount rate3.9% 4.6% 5.4%
Rate of increase in future compensation5.0% 5.0% 5.0%

The following tables set forth reconciliations of the changes in benefit obligation and funded status as of December 31, 2013 and 2012 (in millions):
Change in benefit obligation 2013 2012
Benefit obligation at beginning of year $39.6
 $31.0
Service cost 3.1
 2.8
Interest cost 1.5
 1.4
Actuarial (gain) loss (6.0) 5.3
Benefits paid (1.2) (0.9)
Benefit obligation at end of year $37.0
 $39.6
Funded status $(37.0) $(39.6)
Unrecognized net actuarial loss 5.2
 11.9
Unrecognized prior service cost 4.7
 5.6
Accumulated other comprehensive loss (9.9) (17.5)
Net amount recognized $(37.0) $(39.6)
Amounts recognized in Consolidated Balance Sheets:  
  
Other current liabilities $(1.2) $(1.3)
Pensions and postretirement health care benefits (noncurrent) (35.8) (38.3)
Net amount recognized $(37.0) $(39.6)

The weighted average discount rate used to determine the benefit obligation for the ENPP for the years ended December 31, 2013 and 2012 was 4.8% and 3.9%, respectively.

At December 31, 2013, the Company’s accumulated other comprehensive loss included a net actuarial loss of approximately $5.2 million and a net prior service cost of approximately $4.7 million related to the ENPP. The estimated net actuarial loss and net prior service cost related to the ENPP expected to be amortized from the Company’s accumulated other comprehensive loss during the year ended December 31, 2014 are approximately $0.1 million and $0.9 million, respectively.

At December 31, 2013, the Company recorded a reduction to equity of $9.9 million, in addition to a deferred tax liability of $1.4 million, related to the unfunded projected benefit obligation of the ENPP. At December 31, 2012, the Company recorded a reduction to equity of $17.5 million, net of taxes of $1.6 million, related to the unfunded projected benefit obligation of the ENPP. Refer to Note 5 for information on the reversal of the valuation allowance previously established against the Company’s deferred tax assets in the United States.


78

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During 2013, approximately $1.2 million of benefit payments were made related to the ENPP. At December 31, 2013, the aggregate expected benefit payments for the ENPP are as follows (in millions):
2014$1.3
20150.9
20161.1
20172.7
20182.7
2019 through 202315.1
 $23.8

The Company maintains separate defined contribution plans covering certain employees, primarily in the United States, the United Kingdom and Brazil. Under the plans, the Company contributes a specified percentage of each eligible employee’s compensation. The Company contributed approximately $13.011.6 million, $11.712.0 million and $10.013.3 million for the years ended December 31, 20132016, 20122015 and 20112014, respectively.

8.
9.    Stockholders’ Equity

The following table sets forth changes in accumulated other comprehensive loss by component, net of tax, attributed to AGCO Corporation and its subsidiaries for the year ended December 31, 2013 (in millions):
 Defined Benefit Pension Plans Cumulative Translation Adjustment Deferred Net Gains (Losses) on Derivatives Total
Accumulated other comprehensive (loss) income, December 31, 2012$(262.9) $(217.2) $0.7
 $(479.4)
Other comprehensive gain (loss) before reclassifications45.2
 (86.9) (1.4) (43.1)
Net losses reclassified from accumulated other comprehensive loss11.3
 
 0.5
 11.8
Other comprehensive income (loss), net of reclassification adjustments56.5
 (86.9) (0.9) (31.3)
Accumulated other comprehensive loss, December 31, 2013$(206.4) $(304.1) $(0.2) $(510.7)


79

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table sets forth reclassification adjustments out of accumulated other comprehensive loss by component attributed to AGCO Corporation and its subsidiaries for the year ended December 31, 2013 (in millions):
Details about Accumulated Other Comprehensive Loss Components 
Amount Reclassified from Accumulated Other Comprehensive Loss Year ended December 31, 2013 (1)
 Affected Line Item within the Consolidated Statements of Operations
Net losses on cash flow hedges $0.7
 Cost of goods sold
Tax (0.2) Income tax provision
Reclassification net of tax $0.5
  
     
Defined benefit pension plans:    
Amortization of net actuarial loss $14.5
 
(2) 
Amortization of prior service cost 1.1
 
(2) 
Reclassification before tax 15.6
  
Tax (4.3) Income tax provision
Reclassification net of tax $11.3
  
     
Net losses reclassified from accumulated other comprehensive loss $11.8
  
Common Stock

(1) Losses included within the Consolidated Statements of Operations for the year endedAt December 31, 2013.
(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. See Note 7 to the Company’s Consolidated Financial Statements.

Common Stock

At December 31, 2013,2016, the Company had 150.0 million150,000,000 authorized shares of common stock with a par value of $0.01$0.01 per share, with approximately 97.4 million79,465,393 shares of common stock outstanding and approximately 3.6 million3,491,118 shares reserved for issuance under the Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) (Note 9)10).

The Company has a stockholder rights plan, which was adopted in April 1994 following stockholder approval. The plan provides that each share of common stock outstanding will have attached to it the right to purchase a one-hundredth of a share of Junior Cumulative Preferred Stock, with a par value $0.01 per share. The purchase price per each one-hundredth of a share is $110.00, subject to adjustment. The rights will be exercisable only if a person or group (“acquirer”) acquires 20% or more of the Company’s common stock or announces a tender offer or exchange offer that would result in the acquisition of 20% or more of the Company’s common stock or, in some circumstances, if additional conditions are met. Once they are exercisable, the plan allows stockholders, other than the acquirer, to purchase the Company’s common stock or securities of the acquirer with a then current market value of two times the exercise price of the right. The rights are redeemable for $0.01 per right, subject to adjustment, at the option of the Company’s Board of Directors. The rights will expire on April 26, 2014, unless they are extended, redeemed or exchanged by the Company before that date.

Share Repurchase Program

In JulyDuring 2012, 2013, 2014 and 2016, the Company’s Board of Directors approved aseveral share repurchase programauthorizations under which the Company was and is permitted to repurchase up to $50.0 million of shares of its common stock. During 2013, through open market transactions, the Company repurchased 19,510 shares of its common stock for approximately $1.0 million at an average price paid of $49.34 per share. During 2012, the Company repurchased 409,007 shares of its common stock for approximately $17.6 million at an average price paid of $43.14 per share under the program through open market transactions. Repurchased shares were retired on the date of purchase, and the excess of the purchase price over par value per share was recorded to “Additional paid-in capital” within the Company’s Consolidated Balance Sheets. In December 2013, the Board of Directors approved an additional share repurchase program under which the Company is permitted to repurchase up to $500.0$1,350.0 million of shares of its common stock.

During 2016, 2015 and 2014, the Company entered into accelerated repurchase agreements (“ASRs”) with a financial institution to repurchase an aggregate of $290.0 million ofrepurchased 4,413,250, 5,541,930 and 10,066,322 shares of the Company’s common stock. The Company received approximately

80

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

4.2 million shares to date in these transactions. The specific number of shares the Company will ultimately repurchase will be determined at the completion of the terms of the ASRs based on the daily volume-weighted average share price of the Company’sits common stock, less an agreed upon discount. Upon settlement of the ASRs, the Company may be entitled to receive additional shares of common stock,respectively, for approximately $212.5 million, $287.5 million and $499.7 million, respectively, either through ASR agreements with financial institutions or under certain circumstances, be required to remit a settlement amount. The Company expects that additional shares will be received by the Company upon final settlement of its current ASR, which expires during the third quarter of 2014.through open market transactions. All shares received under the ASRs discussed aboveASR agreements were retired upon receipt, and the excess of the purchase price over par value per share was recorded to “Additional paid-in capital” within the Company’s Consolidated Balance Sheets. Of the $550.0 million in approved share repurchase programs,

As of December 31, 2016, the remaining amount authorized to be repurchased is approximately $241.4$331.4 million. The authorization for $300.0 million of this amount will expire in December 2019. The remaining amount authorized has no expiration date.

Dividends

During 2013, the Company’s Board of Directors approved the initiation of quarterly cash dividends to its stockholders. of $0.10 per common share. During 2014, 2015, 2016, the Company’s Board of Directors approved an increase in the quarterly dividend to $0.11 per common share beginning in the first quarter of 2014, $0.12 per common share beginning in the first quarter of 2015, and $0.13 per common share beginning the first quarter of 2016, respectively, and on January 26, 2017, the Company’s Board of Directors approved an increase in the quarterly dividend to $0.14 per common share beginning the first quarter of 2017.

77

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table sets forth changes in accumulated other comprehensive loss by component, net of tax, attributed to AGCO Corporation and its subsidiaries for the years ended December 31, 2016 and 2015 (in millions):
 Defined Benefit Pension Plans Cumulative Translation Adjustment Deferred Net Gains (Losses) on Derivatives Total
Accumulated other comprehensive loss, December 31, 2014$(253.3) $(653.1) $(0.1) $(906.5)
Other comprehensive loss before reclassifications(2.4) (556.1) (4.6) (563.1)
Net losses reclassified from accumulated other comprehensive loss6.7
 
 2.7
 9.4
Other comprehensive income (loss), net of reclassification adjustments4.3
 (556.1) (1.9) (553.7)
Accumulated other comprehensive loss, December 31, 2015(249.0) (1,209.2) (2.0) (1,460.2)
Other comprehensive loss before reclassifications(65.2) 80.8
 (7.7) 7.9
Net losses reclassified from accumulated other comprehensive loss9.7
 
 1.0
 10.7
Other comprehensive (loss) income, net of reclassification adjustments(55.5) 80.8
 (6.7) 18.6
Accumulated other comprehensive loss, December 31, 2016$(304.5) $(1,128.4) $(8.7) $(1,441.6)

The following table sets forth reclassification adjustments out of accumulated other comprehensive loss by component attributed to AGCO Corporation and its subsidiaries for the years ended December 31, 2016 and 2015 (in millions):
Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss 
Affected Line Item within the Consolidated
Statements of Operations
 
Year ended December 31, 2016 (1)
 
Year ended December 31, 2015 (1)
 
Derivatives:      
    Net (gains) losses on foreign currency contracts $(1.0) $2.6
 Cost of goods sold
    Net losses on interest rate contract 2.0
 0.5
 Interest expense, net
Reclassification before tax 1.0
 3.1
  
  
 (0.4) Income tax provision
Reclassification net of tax $1.0
 $2.7
  
       
Defined benefit pension plans:      
Amortization of net actuarial losses $10.0
 $8.1
 
(2) 
Amortization of prior service cost 1.2
 0.6
 
(2) 
Reclassification before tax 11.2
 8.7
  
  (1.5) (2.0) Income tax provision
Reclassification net of tax $9.7
 $6.7
  
       
Net losses reclassified from accumulated other comprehensive loss $10.7
 $9.4
  

(1)(Gains) losses included within the Consolidated Statements of Operations for the years ended December 31, 2016 and 2015, respectively.
(2)These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. See Note 8 to the Company’s Consolidated Financial Statements.


78

9.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

10.    Stock Incentive Plan

Under the 2006 Plan, up to 10.0 million10,000,000 shares of AGCO common stock may be issued. As of December 31, 2016, of the 10,000,000 shares reserved for issuance under the 2006 Plan, approximately 3,491,118 shares were available for grant, assuming the maximum number of shares are earned related to the performance award grants discussed below. The 2006 Plan allows the Company, under the direction of the Board of Directors’ Compensation Committee, to make grants of performance shares, stock appreciation rights, stock options, restricted stock units and restricted stock awards to employees, officers and non-employee directors of the Company.

Employee PlansLong-Term Incentive Plan and Related Performance Awards

The 2006 Plan encompasses stock incentive plans to Company executives and key managers. TheCompany’s primary long-term incentive plan is a performance share plan that provides for awards of shares of the Company’s common stock based on achieving financial targets, such as targets for earnings per share, and return on invested capital, as determined by the Company’s Board of Directors. The Company’s other incentive plan includes the margin growth incentive plan, which provides for awards of shares of the Company’s common stock based on achieving operating margin targetsand selling, general and administrative expenses and overhead levels, as determined by the Company’s Board of Directors. The stock awards under the 2006 Plan are earned over a performance period, and the number of shares earned is determined based on the cumulative or average results for the specified period, depending on the measurement. Performance periods for the Company’s primary long-term incentive plan are consecutive and overlapping three-year cycles, and performance targets are set at the beginning of each cycle. The primary long-term incentive plan provides for participants to earn 33% to 200% of the target awards depending on the actual performance achieved, with no shares earned if performance is below the established minimum target. The performance period for the margin growth incentive plan is a three- to five-year cycle commencing in January 2011 and performance targets were set at the beginning of the cycle. The margin growth incentive plan provides for participants to earn 33% to 300% of the target awards depending on the actual performance achieved, with no shares earned if performance is below the established minimum target. Awards earned under the 2006 Plan are paid in shares of common stock at the end of each performance period. The compensation expense associated with these awards is amortized ratably over the vesting or performance period based on the Company’s projected assessment of the level of performance that will be achieved and earned.

Compensation expense recorded during 20132016, 20122015 and 20112014 with respect to awards granted was based upon the stock price as of the grant date. The weighted average grant-date fair value of performance awards granted under the 2006 Plan during 20132016, 20122015 and 20112014 was as follows:
  Years Ended December 31,
  2016 2015 2014
Weighted average grant-date fair value $47.93
 $45.54
 $53.87

During $51.512016, $52.11 and $52.73, respectively. Based on the Company granted 1,351,350 performance awards related to varying performance periods. The awards granted assume the maximum target level of performance achievedis achieved.

Performance award transactions during 2016 were as follows and are presented as if the Company were to achieve its maximum levels of December 31, 2013, 622,018 shares were earnedperformance under the plan:2011-2013 performance period and 368,497 shares were issued in 2014, net of 226,721 shares that were withheld for taxes related to the earned awards. Based on the level of performance achieved as of December 31, 2012, 748,137 shares were earned under the 2010-2012 performance period and 473,499 shares were issued in 2013, net of 274,638 shares that were withheld for taxes related to the earned awards.
Shares awarded but not earned at January 11,449,396
Shares awarded1,351,350
Shares forfeited or unearned(818,626)
Shares earned and vested
Shares awarded but not earned at December 311,982,120

The 2006 Plan allows for the participant to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the participant’s statutory minimum federal, state and employment taxes which would be payable at the time of grant.

During 2013, Based on the Company granted 1,103,494 awards for the three-year performance period commencing in 2013 and ending in 2015, assuming the maximum target level of performance is achieved. In addition, the Company granted 29,158 awards for the three-year performance period commencing in 2012achieved as of December 31, 2016 and ending in 2014,2015, no shares were earned and 8,042 awards for the three-year performance period commencing in 2011 and ending in 2013. These awards were granted on a pro-rated basis and assume maximum target levels of performance are achieved. The Company also granted 11,250 awards during 2013 under the margin growth incentive plan on a prorated basis for a performance period commencing in 2011 and ending in 2015, assuming the maximum target level of performance is achieved for operating margin improvement. Performance award transactions during 2013 were as follows and are presented as if the Company were to achieve its maximum levels of performance under the plan:

81

Table of Contentsvested or issued.
AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Shares awarded but not earned at January 12,509,323
Shares awarded1,151,944
Shares forfeited or unearned(230,730)
Shares earned(622,018)
Shares awarded but not earned at December 312,808,519

As of December 31, 2013,2016, the total compensation cost related to unearned performance awards not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved and earned, was approximately $33.7$37.9 million,, and the weighted average period over which it is expected to be recognized is approximately two years. This estimate is based on the current projected levels of performance of outstanding awards. The compensation cost not yet recognized could be higher or lower based on actual achieved levels of performance.

79

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



Restricted Stock Units

During the year ended December 31, 2016, the Company granted 141,202 restricted stock unit (“RSU”) awards. These awards entitle the participant to receive one share of the Company’s common stock for each RSU granted and vest one-third per year over a three-year requisite service period. Dividends will accrue on all unvested grants until the end of each vesting date within this grant’s three-year requisite service period. In January 2016, the Company amended its RSU award agreement such that dividends will not accrue on unvested grants over the requisite service period on all future RSU grants. The compensation expense associated with these awards is being amortized ratably over the requisite service period for the awards that are expected to vest. The weighted average grant-date fair value of the RSUs granted under the 2006 Plan during the year ended December 31, 2016 and 2015 was $45.10 and $44.03, respectively. RSU transactions during the year ended December 31, 2016 were as follows:
Shares awarded but not vested at January 1137,396
Shares awarded141,202
Shares forfeited(9,418)
Shares vested(46,450)
Shares awarded but not vested at December 31222,730

As of December 31, 2016, the total compensation cost related to the unvested RSUs not yet recognized was approximately $6.4 million, and the weighted average period over which it is expected to be recognized is approximately two years.

Stock-settled Appreciation Rights

In addition to the performance share plans, certain executives and key managers are eligible to receive grants of SSARs. The SSARs provide a participant with the right to receive the aggregate appreciation in stock price over the market price of the Company’s common stock at the date of grant, payable in shares of the Company’s common stock. The participant may exercise his or her SSARs at any time after the grant is vested but no later than seven years after the date of grant. The SSARs vest ratably over a four-year period from the date of grant. SSAR award grants made to certain executives and key managers under the 2006 Plan are made with the base price equal to the price of the Company’s common stock on the date of grant. The Company recorded stock compensation expense of approximately $4.73.8 million, $3.85.0 million and $2.65.2 million associated with SSAR award grants during 20132016, 20122015 and 20112014, respectively. The compensation expense associated with these awards is being amortized ratably over the vesting period. The Company estimated the fair value of the grants using the Black-Scholes option pricing model.

The weighted average grant-date fair value of SSARs granted under the 2006 Plan and the weighted average assumptions under the Black-Scholes option model were as follows for the years ended December 31, 20132016, 20122015 and 20112014:
Years Ended December 31,Years Ended December 31,
2013 2012 20112016 2015 2014
Weighted average grant-date fair value$21.10
 $22.50
 $22.26
$7.98
 $7.41
 $13.11
Weighted average assumptions under Black-Scholes option model: 
  
  
 
  
  
Expected life of awards (years)5.5
 5.5
 5.5
3.0
 3.0
 3.0
Risk-free interest rate0.9% 0.8% 1.9%1.1% 0.9% 0.9%
Expected volatility50.3% 51.0% 49.7%25.9% 25.9% 35.7%
Expected dividend yield0.8% 
 
1.1% 1.1% 0.8%


8280

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

SSAR transactions during the year ended December 31, 20132016 were as follows:
SSARs outstanding at January 11,073,087
1,319,911
SSARs granted335,630
298,700
SSARs exercised(251,536)(129,275)
SSARs canceled or forfeited(62,345)(30,725)
SSARs outstanding at December 311,094,836
1,458,611
SSAR price ranges per share: 
 
Granted$ 51.84 - 63.64
$ 46.58-48.41
Exercised21.45 - 56.98
33.65-55.23
Canceled or forfeited21.45 - 56.98
33.65-55.23
Weighted average SSAR exercise prices per share: 
 
Granted$52.96
$46.60
Exercised33.74
37.66
Canceled or forfeited49.86
46.25
Outstanding at December 3146.35
50.07

At December 31, 20132016, the weighted average remaining contractual life of SSARs outstanding was approximately four years. As of December 31, 20132016, the total compensation cost related to unvested SSARs not yet recognized was approximately $10.24.3 million and the weighted-average period over which it is expected to be recognized is approximately threetwo years.

The following table sets forth the exercise price range, number of shares, weighted average exercise price, and remaining contractual lives by groups of similar price as of December 31, 20132016:
  SSARs Outstanding SSARs Exercisable
Range of Exercise Prices 
Number of
Shares
 
Weighted Average
Remaining
Contractual Life
(Years)
 
Weighted Average
Exercise Price
 Exercisable as of December 31, 2013 
Weighted Average
Exercise Price
$21.45 - $32.01 159,281
 2.1 $21.87
 157,656
 $21.73
$33.65 - $44.55 132,025
 3.1 $33.93
 90,325
 $33.90
$47.89 - $63.64 803,530
 4.9 $53.24
 216,725
 $54.25
  1,094,836
     464,706
 $39.26
  SSARs Outstanding SSARs Exercisable
Range of Exercise Prices 
Number of
Shares
 
Weighted Average
Remaining
Contractual Life
(Years)
 
Weighted Average
Exercise Price
 Exercisable as of December 31, 2016 
Weighted Average
Exercise Price
$32.01-$43.88 310,825
 5.0 $43.77
 78,550
 $43.45
$46.58-$63.64 1,147,786
 3.7 $51.78
 657,651
 $53.30
  1,458,611
     736,201
 $52.25

The total fair value of SSARs vested during 20132016 was approximately $3.64.4 million. There were 630,130722,410 SSARs that were not vested as of December 31, 20132016. The total intrinsic value of outstanding and exercisable SSARs as of December 31, 20132016 was $14.211.5 million and $9.3$4.2 million,, respectively. The total intrinsic value of SSARs exercised during 20132016 was approximately $5.72.0 million. The Company realized an insignificant tax benefit from the exercise of these SSARs.

The excess tax benefit realized for tax deductions in the United States related to the exercise of SSARs and vesting of RSU awards under the 2006 Plan was less than $0.1 million for the year ended December 31, 2016. The excess tax benefit realized for tax deductions in the United States related to the exercise of SSARs and vesting of RSU awards under the 2006 Plan was approximately $0.7 million for the year ended December 31, 2015. The shortfall in tax benefit realized for tax deductions in the United States related to the exercise of SSARs and vesting of performance awards under the 2006 Plan and exercise of stock options under the Company’s 1991 Stock Option Plan was approximately $11.4$0.2 million for the year ended December 31, 2013. No excess tax benefit was realized for tax deductions for the years ended December 31, 2012 and 2011 in the United States.2014. The Company realized an insignificant tax benefit from the exercise of SSARs, vesting of performance awards, vesting of RSU awards and exercise of stock options in certain foreign jurisdictions during the years ended December 31, 2013, 20122016, 2015 and 2011.2014.

On January 22, 2014,24, 2017, the Company granted 432,300267,650 performance award shares (subject to the Company achieving future target levels of performance), 284,500 SSARs and 296,700 SSARs109,803 of restricted stock units under the 2006 Plan.


8381

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Director Restricted Stock Grants

Pursuant to the 2006 Plan, all non-employee directors receive annual restricted stock grants of the Company’s common stock. The shares areAll restricted stock grants made to the Company’s directors prior to April 24, 2014 were restricted as to transferability for a period of three years. Effective April 24, 2014, the shares granted on that date and all future grants made to the Company’s directors are restricted as to transferability for a period of one year. In the event a director departs from the Company’s Board of Directors, the non-transferability period expires immediately. The plan allows each director to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the statutory minimum federal, state and employment taxes that would be payable at the time of grant. The 20132016 grant was made on April 25, 201328, 2016 and equated to 17,17120,232 shares of common stock, of which 12,05915,395 shares of common stock were issued, after shares were withheld for taxes. The Company recorded stock compensation expense of approximately $0.91.1 million during 20132016 associated with these grants.

As of December 31, 2013, of the 10.0 million shares reserved for issuance under the 2006 Plan, approximately 3.6 million shares were available for grant, assuming the maximum number of shares are earned related to the performance award grants discussed above.

10.11.    Derivative Instruments and Hedging Activities

All derivatives are recognized on the Company’s Consolidated Balance Sheets at fair value. On the date the derivative contract is entered into, the Company designates the derivative as either (1) a fair value hedge of a recognized liability, (2) a cash flow hedge of a forecasted transaction, (3) a hedge of a net investment in a foreign operation, or (4) a non-designated derivative instrument.
The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objectives and strategy for undertaking various hedge transactions. The Company formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flow of hedged items. When it is determined that a derivative is no longer highly effective as a hedge, hedge accounting is discontinued on a prospective basis.

Foreign Currency Risk

The Company has significant manufacturing operations in the United States, France, Germany, Finland and Brazil, and it purchases a portion of its tractors, combines and components from third-party foreign suppliers, primarily in various European countries and in Japan. The Company also sells products in over 140150 countries throughout the world. The Company’s most significant transactional foreign currency exposures are the Euro, Brazilian real and the Canadian dollar in relation to the United States dollar, and the Euro in relation to the British pound.

The Company attempts to manage its transactional foreign exchange exposure by hedging foreign currency cash flow forecasts and commitments arising from the anticipated settlement of receivables and payables and from future purchases and sales. Where naturally offsetting currency positions do not occur, the Company hedges certain, but not all, of its exposures through the use of foreign currency contracts. The Company’s translation exposure resulting from translating the financial statements of foreign subsidiaries into United States dollars is not hedged.may be partially hedged from time to time. The Company’s most significant translation exposures are the Euro, the British pound and the Brazilian real in relation to the United States dollar and the Swiss franc in relation to the Euro. When practical, the translation impact is reduced by financing local operations with local borrowings.

The foreign currencyCompany uses floating rate and fixed rate debt to finance its operations. The floating rate debt obligations expose the Company to variability in interest payments due to changes in the EURIBOR and LIBOR benchmark interest rates. The Company believes it is prudent to limit the variability of a portion of its interest payments, and to meet that objective, the Company periodically enters into interest rate swaps to manage the interest rate risk associated with the Company’s borrowings. The Company designates interest rate contracts used to convert the interest rate exposure on a portion of the Company’s debt portfolio from a floating rate to a fixed rate as cash flow hedges, while those contracts converting the Company’s interest rate exposure from a fixed rate to a floating rate are primarily forward and options contracts. These contracts’designated as fair value measurements fall within the Level 2 fair value hierarchy. Level 2 fair value measurements are generally based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. The fair value of foreign currency forward contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate. The fair value of foreign currency option contracts is based on a valuation model that utilizes spot and forward exchange rates, interest rates and currency pair volatility.hedges.

The Company’s senior management establishes the Company’s foreign currency and interest rate risk management policies. These policies are reviewed periodically by the AuditFinance Committee of the Company’s Board of Directors. The policies allow for the use of derivative instruments to hedge exposures to movements in foreign currency and interest rates. The Company’s policies prohibit the use of derivative instruments for speculative purposes.

All derivatives are recognized on the Company’s Consolidated Balance Sheets at fair value. On the date the derivative contract is entered into, the Company designates the derivative as either (1) a cash flow hedge of a forecasted transaction, (2) a fair value hedge of a recognized liability, (3) a hedge of a net investment in a foreign operation, or (4) a non-designated derivative instrument.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objectives and strategy for undertaking various hedge transactions. The Company formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flow of hedged items or the net investment hedges in foreign operations. When it is determined that a derivative is no longer highly effective as a hedge, hedge accounting is discontinued on a prospective basis.

The Company categorizes its derivative assets and liabilities into one of three levels based on the assumptions used in valuing the asset or liability. See Note 13 for a discussion of the fair value hierarchy as per the guidance in ASC 820. The

8482

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Company’s valuation techniques are designed to maximize the use of observable inputs and minimize the use of unobservable inputs.

Counterparty Risk

The Company regularly monitors the counterparty risk and credit ratings of all the counterparties to the derivative instruments. The Company believes that its exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. If the Company perceives any risk with a counterparty, then the Company would cease to do business with that counterparty. There have been no negative impacts to the Company from any non-performance of any counterparties.

Derivative Transactions Designated as Hedging Instruments

Cash Flow Hedges
Foreign Currency Contracts

During 2013, 2012 and 2011, theThe Company designated certain foreign currency contracts asuses cash flow hedges to minimize the variability in cash flows of expected future sales and purchases.assets or liabilities or forecasted transactions caused by fluctuations in foreign currency exchange rates. The effective portion ofchanges in the fair value gains or losses onvalues of these cash flow hedges wereare recorded in accumulated other comprehensive loss and are subsequently reclassified into cost“Cost of goods soldsold” during the period the sales and purchases are recognized. These amounts offset the effect of the changes in foreign currency rates on the related sale and purchase transactions.
During 2016, 2015 and 2014, the Company designated certain foreign currency contracts as cash flow hedges of expected future sales and purchases. The total notional value of derivatives that were designated as cash flow hedges was $111.2 million as of December 31, 2016. There were no outstanding foreign currency exchange cash flow hedge contracts as of December 31, 2015.

Interest Rate Contract

The Company monitors the mix of short-term and long-term debt regularly. From time to time, the Company manages the risk to interest rate fluctuations through the use of derivative financial instruments. During 2015, the Company entered into an interest rate swap instrument with a notional amount of €312.0 million (or approximately $329.2 million at December 31, 2016) and an expiration date of June 26, 2020. The swap was designated and accounted for as a cash flow hedge. Under the net (loss) gainswap agreement, the Company pays a fixed interest rate of 0.33% plus the applicable margin, and the counterparty to the agreement pays a floating interest rate based on the three-month EURIBOR.

Changes in the fair value of the interest rate swap are recorded in accumulated other comprehensive loss and are subsequently reclassified into “Interest expense, net” as a rate adjustment in the same period in which the related interest on the Company’s floating rate term loan facility affects earnings.

83

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The following table summarizes the after-tax impact that was reclassified to costchanges in the fair value of goods sold during the years ended December 31, 2013, 2012 and 2011 was approximately $(0.5) million, $(8.1) million and $5.2 million, respectively,derivatives designated as cash flow hedges had on an after-tax basis. The amount of the unrealized (loss) gain recorded toaccumulated other comprehensive loss related to the outstanding cash flow hedges as of December 31, 2013, 2012and 2011 was approximately $(0.2) million, $0.7 millionearnings during 2016, 2015 and 2014 (in millions):
   Recognized in Earnings
 
Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss
 Classification of Gain (Loss) 
Gain (Loss) Reclassified from Accumulated
Other Comprehensive Loss into Income
2016     
Foreign currency contracts(1)
$(2.6) Cost of goods sold $1.0
Interest rate contract(5.1) Interest expense, net (2.0)
         Total$(7.7)   $(1.0)
2015     
Foreign currency contracts$(2.3) Cost of goods sold $(2.4)
Interest rate contract(2.3) Interest expense, net (0.3)
         Total$(4.6)   $(2.7)
2014     
Foreign currency contracts$(1.4) Cost of goods sold $(1.5)
(1)$(4.3) million, respectively, on an after-tax basis. The outstanding contracts as of December 31, 20132016 range in maturity through December 2014.2017.

There was no ineffectiveness with respect to the cash flow hedges during the years ended December 31, 2016, 2015 and 2014.
The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by the Company during the years ended December 31, 2013, 20122016, 2015 and 20112014 (in millions):
 
Before-Tax
Amount
 
Income
Tax (1)
 
After-Tax
Amount (1)
 
Before-Tax
Amount
 
Income
Tax
 
After-Tax
Amount
Accumulated derivative net gains as of December 31, 2010 $1.7
 $0.5
 $1.2
Net changes in fair value of derivatives (1.5) (1.3) (0.2)
Net gains reclassified from accumulated other comprehensive loss into income (5.6) (0.4) (5.2)
Accumulated derivative net losses as of December 31, 2011 (5.4) (1.1) (4.3)
Accumulated derivative net losses as of December 31, 2013 $(0.3) $(0.1) $(0.2)
Net changes in fair value of derivatives (2.0) 1.1
 (3.1) (1.3) 0.1
 (1.4)
Net losses reclassified from accumulated other comprehensive loss into income 8.5
 0.4
 8.1
 1.4
 (0.1) 1.5
Accumulated derivative net gains as of December 31, 2012 1.1
 0.4
 0.7
Accumulated derivative net losses as of December 31, 2014 (0.2) (0.1) (0.1)
Net changes in fair value of derivatives (2.1) (0.7) (1.4) (6.2) (1.6) (4.6)
Net losses reclassified from accumulated other comprehensive loss into income 0.7
 0.2
 0.5
 3.1
 0.4
 2.7
Accumulated derivative net losses as of December 31, 2013 $(0.3) $(0.1) $(0.2)
Accumulated derivative net losses as of December 31, 2015 (3.3) (1.3) (2.0)
Net changes in fair value of derivatives (7.8) (0.1) (7.7)
Net losses reclassified from accumulated other comprehensive loss into income 1.0
 
 1.0
Accumulated derivative net losses as of December 31, 2016 $(10.1) $(1.4) $(8.7)

(1)Rounding may impact summation of amounts.

Fair Value Hedges

AsThe Company uses interest rate swap agreements designated as fair value hedges to minimize exposure to changes in the fair value of December 31, 2013 and 2012,fixed-rate debt that results from fluctuations in benchmark interest rates. During 2015, the Company had outstanding foreign currency contractsentered into an interest rate swap instrument with a notional amount of $300.0 million and an expiration date of December 1, 2021 designated as a fair value hedge of the Company’s 57/8% senior notes (Note 7). Under the interest rate swap, the Company paid a floating interest rate based on the three-month LIBOR plus a spread of 4.14% and the counterparty to the agreement paid a fixed interest rate of 57/8%. The gains and losses related to changes in the fair value of the interest rate swap were recorded to “Interest expense, net” and offset changes in the fair value of the underlying hedged 57/8% senior notes.

84

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


During the second quarter of 2016, the Company terminated the existing interest rate swap transaction and received cash proceeds of approximately $7.3 million. The resulting gain was deferred and is being amortized as a reduction to “Interest expense, net” over the remaining term of the Company’s 5$50.3 million7/8% senior notes through December 1, 2021. Refer to Note 7 for further information.

Net Investment Hedges

The Company uses non-derivative and $110.3 million, respectively, that were entered intoderivative instruments, to hedge forecasted sale and purchase transactions.a portion of its net investment in foreign operations against adverse movements in exchange rates. For instruments that are designated as hedges of net investments in foreign operations, changes in the fair value of the derivative instruments are recorded in foreign currency translation adjustments, a component of accumulated other comprehensive loss, to offset changes in the value of the net investments being hedged. When the net investment in foreign operations is sold or substantially liquidates, the amounts recorded in accumulated other comprehensive loss are reclassified to earnings. To the extent foreign currency denominated debt is dedesignated from a net investment hedge relationship, changes in the value of the foreign currency denominated debt are recorded in earnings through the maturity date.

During 2015, the Company designated its €312.0 million (or approximately $329.2 million as of December 31, 2016) term loan facility with a maturity date of June 26, 2020 as a hedge of its net investment in foreign operations to offset foreign currency translation gains or losses on the net investment.

The following table summarizes the notional values and the after-tax impact of changes in the fair value of the instrument designated as a net investment hedge (in millions):
 Notional Amount as of 
Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss for the Years Ended
 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015
Foreign currency denominated debt$329.2
 $338.9
 $5.9
 $4.6

There was no ineffectiveness with respect to the net investment hedge during the years ended December 31, 2016 and 2015.

Derivative Transactions Not Designated as Hedging Instruments

During 2013, 20122016, 2015 and 2011,2014, the Company entered into foreign currency contracts to economically hedge receivables and payables on the Company and its subsidiaries’ balance sheets that are denominated in foreign currencies other than the functional currency. These contracts were classified as non-designated derivative instruments.

As of December 31, 2013 and 2012, the Company had outstanding foreign currency contracts with a notional amount of approximately $1,288.4 million and $1,467.0 million, respectively, that were entered into to hedge receivables and payables that are denominated in foreign currencies other than the functional currency. Changes in the fair value of these contracts are reported in “Other expense, net.” For the years ended December 31, 2013, 2012 and 2011, the Company recorded a net gain of approximately $9.5 million, a net gain of approximately $5.5 million and a net loss of approximately $13.6 million, respectively, related to these contracts within “Other expense, net” in the Company’s Consolidated Statements of Operations. Gains and losses on such contracts are substantially offset by losses and gains on the remeasurement of the underlying asset or liability being hedged.hedged and are immediately recognized into earnings. As of December 31, 2016 and 2015, the Company had outstanding foreign currency contracts with a notional amount of approximately $1,550.2 million and $1,533.9 million, respectively.

The following table summarizes the impact that changes in the fair value of derivatives not designated as hedging instruments had on earnings (in millions):
   For the Years Ended
 
Classification of
Gain (Loss)
 December 31, 2016 December 31, 2015 December 31, 2014
Foreign currency contractsOther expense, net $(5.7) $(67.3) $(2.3)



85

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The table below sets forth the fair value of derivative instruments that were designated as hedging instruments and derivative instruments that were not designated as hedging instruments as of December 31, 20132016 (in millions):
Asset Derivatives as of December 31, 2013  Liability Derivatives as of December 31, 2013
Asset Derivatives as of
December 31, 2016
 
Liability Derivatives as of
December 31, 2016
Balance Sheet
Location
 
Fair
Value
  
Balance Sheet
Location
 
Fair
Value
Balance Sheet
Location
 
Fair
Value
 
Balance Sheet
Location
 
Fair
Value
Derivative instruments designated as hedging instruments:   
     
   
    
Foreign currency contractsOther current assets $
  Other current liabilities $0.1
Other current assets $0.2
 Other current liabilities $3.8
Interest rate contractOther noncurrent assets 
 Other noncurrent liabilities 6.4
Derivative instruments not designated as hedging instruments:            
Foreign currency contractsOther current assets 13.9
  Other current liabilities 5.3
Other current assets 6.3
 Other current liabilities 3.2
Total derivative instruments  $13.9
    $5.4
  $6.5
   $13.4

The table below sets forth the fair value of derivative instruments that were designated as hedging instruments and derivative instruments that were not designated as hedging instruments as of December 31, 20122015 (in millions):
Asset Derivatives as of December 31, 2012  Liability Derivatives as of December 31, 2012
Asset Derivatives as of
December 31, 2015
 
Liability Derivatives as of
December 31, 2015
Balance Sheet
Location
 
Fair
Value
  
Balance Sheet
Location
 
Fair
Value
Balance Sheet
Location
 
Fair
Value
 
Balance Sheet
Location
 
Fair
Value
Derivative instruments designated as hedging instruments:   
     
   
    
Foreign currency contractsOther current assets $1.5
  Other current liabilities $
Interest rate contractOther noncurrent assets $
 Other noncurrent liabilities $5.9
Derivative instruments not designated as hedging instruments:            
Foreign currency contractsOther current assets 5.5
  Other current liabilities 5.1
Other current assets 4.8
 Other current liabilities 7.9
Total derivative instruments  $7.0
    $5.1
  $4.8
   $13.8

The Company had unrealized gains of approximately $8.5 million and $1.9 million on foreign currency contracts outstanding at December 31, 2013 and 2012, respectively, related to both designated and non-designated contracts. The Company recorded approximately $8.6 million and $0.4 million, respectively, of unrealized gains within “Other expense, net” in the Consolidated Statements of Operations for the years ended December 31, 2013 and 2012 related to non-designated contracts.

Counterparty Risk

The Company regularly monitors the counterparty risk and credit ratings of all the counterparties to the derivative instruments. The Company believes that its exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. If the Company perceives any risk with a counterparty, then the Company would cease to do business with that counterparty. There have been no negative impacts to the Company from any non-performance of any counterparties.


86

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

11.12.    Commitments and Contingencies

The future payments required under the Company’s significant commitments, excluding indebtedness, as of December 31, 20132016 are as follows (in millions):
Payments Due By PeriodPayments Due By Period
2014 2015 2016 2017 2018 Thereafter Total2017 2018 2019 2020 2021 Thereafter Total
Interest payments related to indebtedness(1)
$36.7
 $34.9
 $26.0
 $17.8
 $17.8
 $48.9
 $182.1
$33.1
 $29.2
 $27.1
 $47.0
 $20.0
 $7.3
 $163.7
Capital lease obligations2.7
 1.8
 0.7
 0.3
 
 
 5.5
4.7
 3.5
 1.8
 0.9
 0.4
 0.1
 11.4
Operating lease obligations48.8
 35.3
 25.0
 13.6
 12.0
 45.4
 180.1
50.4
 33.7
 21.3
 14.7
 12.4
 41.6
 174.1
Unconditional purchase obligations(2)
142.9
 16.7
 11.9
 5.0
 4.9
 
 181.4
65.8
 6.6
 0.7
 0.7
 0.2
 
 74.0
Other short-term and long-term obligations(3)
107.7
 38.2
 33.9
 31.1
 69.5
 151.2
 431.6
78.2
 51.3
 38.9
 39.1
 36.8
 68.0
 312.3
Total contractual cash obligations$338.8
 $126.9
 $97.5
 $67.8
 $104.2
 $245.5
 $980.7
$232.2
 $124.3
 $89.8
 $102.4
 $69.8
 $117.0
 $735.5

(1)Estimated interest payments are calculated assuming current interest rates over minimum maturity periods specified in debt agreements. Debt may be repaid sooner or later than such minimum maturity periods (unaudited).
(2)Unconditional purchase obligations exclude routine purchase orders entered into in the normal course of business.
(3)Other short-term and long-term obligations include estimates of future minimum contribution requirements under the Company’s U.S. and non-U.S. defined benefit pension and postretirement plans. These estimates are based on current legislation in the countries the Company operates within and are subject to change. Other short-term and long-term obligations also include income tax liabilities related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions (unaudited).

 Amount of Commitment Expiration Per Period
 2014 2015 2016 2017 2018 Thereafter Total
Guarantees$166.5
 $2.7
 $1.6
 $0.7
 $0.1
 $
 $171.6
 Amount of Commitment Expiration Per Period
 2017 2018 2019 2020 2021 Thereafter Total
Guarantees$57.9
 $2.8
 $2.0
 $0.9
 $0.2
 $
 $63.8

Off-Balance Sheet Arrangements

Guarantees

The Company maintains a remarketing agreement with its U.S. retail finance joint venture, whereby the Company is obligated to repurchase repossessed inventory at market values. The Company has an agreement with its U.S. retail finance joint venture, AGCO Finance LLC, which limits the Company’s purchase obligations under this arrangement to $6.0 million in the aggregate per calendar year. The Company believes that any losses that might be incurred on the resale of this equipment will not materially impact the Company’s financial position or results of operations, due to the fair value of the underlying equipment.

At December 31, 20132016, the Company guaranteed indebtedness owed to third parties of approximately $171.663.8 million, primarily related to dealer and end-user financing of equipment. Such guarantees generally obligate the Company to repay outstanding finance obligations owed to financial institutions if dealers or end users default on such loans through 20182021. The Company believes the credit risk associated with these guarantees is not material to its financial position or results of operations. Losses under such guarantees have historically been insignificant. In addition, the Company generally would expect to be able to recover a significant portion of the amounts paid under such guarantees from the sale of the underlying financed farm equipment, as the fair value of such equipment is expected to be sufficient to offset a substantial portion of the amounts paid.

Other

At December 31, 20132016, the Company had outstanding designated and non-designated foreign exchange contracts with a gross notional amount of approximately $1,338.71,661.4 million. The outstanding contracts as of December 31, 20132016 range in maturity through December 20142017 (Note 10)11).

The Company sells substantially alla majority of its wholesale accounts receivable in North America and Europe to the Company’s U.S., Canadian and Canadian retailEuropean finance joint ventures, and a large portion of its wholesale accounts receivable to its retail finance joint venturesventure in Europe.Brazil. The Company also sells certain accounts receivable under factoring arrangements to financial institutions around the

87

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

around the world. The Company reviewed the sale of such receivables and determined that these facilities should be accounted for as off-balance sheet transactions.

Total lease expense under noncancelable operating leases was $72.876.8 million, $68.877.2 million and $57.291.4 million for the years ended December 31, 20132016, 20122015 and 20112014, respectively.

Contingencies

AsThe Environmental Protection Agency of Victoria, Australia (“EPA”) has provided the Company’s Australian subsidiary with a resultdraft notice that the EPA is considering issuing to the subsidiary regarding remediation of Brazilian tax legislative changes impacting value added taxes (“VAT”),contamination of a property located in a suburb of Melbourne, Australia. The property was owned and divested by the subsidiary before the subsidiary was acquired by the Company. The Australian subsidiary is in the process of reviewing the claims contained in the draft notice. At this time, the Company recorded a reserve of approximately $62.8 million and $59.6 million against its outstanding balance of Brazilian VAT taxes receivable as of December 31, 2013 and 2012, respectively, due to the uncertainty as to the Company’s ability to collect the amounts outstanding.

On June 27, 2008, the Republic of Iraq filed a civil action in federal court in the Southern District of New York, Case No. 08 CIV 59617, naming as defendants one of the Company’s French subsidiaries and two of its other foreign subsidiaries that participated in the United Nations Oil for Food Program (the “Program”). Ninety-one other entities or companies also were named as defendants in the civil action due to their participation in the Program. The complaint purports to assert claims against each of the defendants seeking damages in an unspecified amount. On February 6, 2013, the federal court dismissed the complaint with prejudice. The plaintiff has appealed the decision and the appellate process is ongoing. Although the Company’s subsidiaries intend to vigorously defend against this action, it is not able to determine whether the subsidiary might have any liability, or, the nature and cost of any possible at this time to predict the outcome of this action or its impact, if any, on the Company, although if the outcome was adverse, the Company could be required to pay damages.

On October 30, 2012, a third-party complaint was filed in federal court in the Southern District of Texas, Case No. 09 CIV 03884, naming as defendants one of the Company’s French subsidiaries and two of its other foreign subsidiaries. Sixty other entities or companies also were named as third-party defendants. The complaint asserts claims against the defendants, certain of which are also third-party plaintiffs, seeking unspecified damages arising from their participation in the Program. The third-party plaintiffs seek contribution from the third-party defendants. On February 12, 2014, the federal court dismissed the third-party complaint with prejudice. The appeals period has not expired. Although the Company’s subsidiaries intend to vigorously defend against this action, it is not possible at this time to predict the outcome of the action or its impact, if any, on the Company, although if the outcome was adverse, the Company could be required to pay damages.remediation. 

In August 2008, as part of routine audits, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of the Company’s Brazilian operations and the related transfer of certain assets to the Company’s Brazilian subsidiaries. The amount of the tax disallowance through December 31, 20132016, not including interest and penalties, was approximately 131.5 million Brazilian reaisReais (or approximately $55.740.4 million). The amount ultimately in dispute will be greater because of interest and penalties. The Company has been advised by its legal and tax advisors that its position with respect to the deductions is allowable under the tax laws of Brazil. The Company is contesting the disallowance and believes that it is not likely that the assessment, interest or penalties will be required to be paid. However, the ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which could take several years.

The Company is a party to various other legal claims and actions incidental to its business. The Company believes that none of these claims or actions, either individually or in the aggregate, is material to its business or financial statements as a whole, including its results of operations and financial condition.

12.13.    Fair Value of Financial Instruments

The Company categorizes its assets and liabilities into one of three levels based on the assumptions used in valuing the asset or liability. Estimates of fair value for financial assets and liabilities are based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with this guidance, fair value measurements are classified under the following hierarchy:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Model-derived valuations in which one or more significant inputs are unobservable.

The Company categorizes its pension plan assets into one of the three levels of the fair value hierarchy. See Note 8 for a discussion of the valuation methods used to measure the fair value of the Company’s pension plan assets.

The Company enters into foreign currency and interest rate swap contracts. The fair values of the Company’s derivative instruments are determined using discounted cash flow valuation models. The significant inputs used in these models are readily available in public markets, or can be derived from observable market transactions, and therefore have been classified as Level 2. Inputs used in these discounted cash flow valuation models for derivative instruments include the applicable exchange rates, forward rates or interest rates. Such models used for option contracts also use implied volatility. See Note 11 for a discussion of the Company’s derivative instruments and hedging activities.


88

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company’s trading securities as of December 31, 2015 consisted of foreign-based government bonds. The fair value of the Company’s investments in trading securities classified as Level 2 were priced using nonbinding market prices that were corroborated by observable market data.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 are summarized below (in millions):
 As of December 31, 2016
 Level 1Level 2Level 3Total
Derivative assets$
$6.5
$
$6.5
Derivative liabilities$
$13.4
$
$13.4

 As of December 31, 2015
 Level 1Level 2Level 3Total
Derivative assets$
$4.8
$
$4.8
Derivative liabilities$
$13.8
$
$13.8
Long-term debt (5 7/8% Senior notes due 2021)
$
$297.4
$
$297.4
Trading securities$
$6.6
$
$6.6

Cash and cash equivalents, accounts and notes receivable, and accounts payable are valued at their carrying amounts in the Company’s Consolidated Balance Sheets, due to the immediate or short-term maturity of these financial instruments.

The carrying amounts of long-term debt under the Company’s 1.056% senior term loan, credit facility, senior term loans due 2021 and senior term loans due between 2019 and 2026 (Note 7) approximate fair value based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. At December 31, 2016, the estimated fair value of the Company’s 57/8% senior notes (Note 7), based on their listed market value, was approximately $318.5 million, compared to its carrying value of $306.6 million.

14.    Related Party Transactions

Rabobank, a financial institution based in the Netherlands, is a 51% owner in the Company’s retail finance joint ventures, which are located in the United States, Canada, Europe, Brazil, Argentina and Australia. Rabobank is also the principal agent and participant in the Company’s revolving credit facility (Note 6)7). The majority of the assets of the Company’s retail finance joint ventures represents finance receivables. The majority of the liabilities represents notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies, primarily through lines of credit. During 2013, 2012 and 2011,2016, the Company made a total of approximately $15.5$2.8 million, $7.1 million and $8.3 million, respectively, of additional investments in its retail finance joint venturesventure in Germany and the Netherlands, primarily related to additional capital required as a result of increased retail finance portfolios during 2013, 20122016. During both 2015 and 2011.2014, the Company did not make additional investments in its finance joint ventures.


88

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company’s retail finance joint ventures provide retail financing and wholesale financing to its dealers. The terms of the financing arrangements offered to the Company’s dealers are similar to arrangements the retail finance joint ventures provide to unaffiliated third parties. In addition, the Company transfers, on an ongoing basis, a majority of its wholesale receivables in North America, Europe and EuropeBrazil to its 49% owned U.S., Canadian, European and European retailBrazilian finance joint ventures (Note 3)4). The Company maintains a remarketing agreement with its U.S. retail finance joint venture (Note 11)12). In addition, as part of sales incentives provided to end users, the Company may from time to time subsidize interest rates of retail financing provided by its retail finance joint ventures. The cost of those programs is recognized at the time of sale to the Company’s dealers.

Tractors and Farm Equipment Limited (“TAFE”), in which the Company holds a 23.75% interest, manufactures Massey Ferguson-branded equipment primarily in India and also supplies tractors and components to the Company for sale in other markets. Mallika Srinivasan, who is the Chairman and Chief Executive Officer of TAFE, is currently a member of the Company’s Board of Directors. As of December 31, 2016, TAFE owned 12,150,152 shares of the Company’s common stock. The Company and TAFE are parties to an agreement pursuant to which, among other things, TAFE has agreed not to purchase in excess of 12,170,290 shares of the Company’s common stock, subject to certain adjustments, and the Company has agreed to

89

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

annually nominate a TAFE representative to its Board of Directors. During 2013, 20122016, 2015 and 2011,2014, the Company purchased approximately $90.7$128.5 million,, $104.5 $129.2 million and $80.4$149.0 million,, respectively, of tractors and components from TAFE. During 2016, 2015 and 2014, the Company sold approximately $1.1 million, $2.2 million and $2.1 million, respectively, of parts to TAFE. The Company received dividends from TAFE of approximately $1.6 million, $1.7 million and $1.8 million during 2016, 2015 and 2014, respectively.

During 2013, 20122016, 2015 and 2011,2014, the Company paid approximately $3.3$3.1 million,, $3.8 $3.5 million and $4.0$3.8 million,, respectively, to PPG Industries, Inc. for painting materials used in the Company’s manufacturing processes. The Company’s Chairman, President and Chief Executive Officer is currently a member of the board of directors of PPG Industries, Inc.

During 2013,2016 and 2015, the Company paid approximately $2.3$2.0 million and $0.6 million, respectively, to Ryerson,Praxair, Inc. for steelpropane, gas and welding, and laser consumables used in the Company’s manufacturing processes. Michael Arnold, who isIn October 2015, the Company’s Chairman, President and Chief Executive Officer of Ryerson, Inc., is currentlybecame a member of the Company's Boardboard of Directors.directors of Praxair, Inc.

13.15.    Segment Reporting

The Company’s four reportable segments distribute a full range of agricultural equipment and related replacement parts. The Company evaluates segment performance primarily based on income (loss) 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. Segment results for the years ended December 31, 20132016, 20122015 and 20112014 based on the Company’s current reportable segments are as follows (in millions):
Years Ended December 31, 
North
America
 
South
America
 
Europe/Africa/
Middle East
 Asia/Pacific Consolidated 
North
America
 
South
America
 
Europe/Africa/
Middle East
 Asia/Pacific Consolidated
2013  
  
  
  
  
2016  
  
  
  
  
Net sales 
$2,757.8
 
$2,039.7
 
$5,481.5
 
$507.9
 
$10,786.9
 $1,807.7
 $917.5
 $4,206.0
 $479.3
 $7,410.5
Income from operations 325.9
 212.7
 558.2
 0.5
 1,097.3
 39.1
 19.9
 417.7
 11.4
 488.1
Depreciation 51.4
 24.6
 126.6
 9.0
 211.6
 62.5
 22.9
 121.0
 17.0
 223.4
Assets 1,002.8
 773.5
 2,368.9
 289.5
 4,434.7
 958.1
 735.0
 1,691.4
 340.5
 3,725.0
Capital expenditures 73.4
 66.4
 204.5
 47.5
 391.8
 45.3
 56.0
 91.5
 8.2
 201.0
2012  
  
  
  
  
2015  
  
  
  
  
Net sales 
$2,584.4
 
$1,855.7
 
$5,073.7
 
$448.4
 
$9,962.2
 $1,965.0
 $949.0
 $4,151.3
 $402.0
 $7,467.3
Income from operations 259.9
 161.6
 474.9
 10.2
 906.6
Income (loss) from operations 123.4
 34.4
 416.7
 (27.6) 546.9
Depreciation 41.5
 22.7
 107.0
 9.4
 180.6
 62.7
 20.9
 122.4
 11.4
 217.4
Assets 907.4
 674.9
 2,114.2
 295.8
 3,992.3
 943.7
 490.0
 1,757.2
 346.3
 3,537.2
Capital expenditures 64.0
 48.3
 211.6
 16.6
 340.5
 48.6
 28.6
 100.8
 33.4
 211.4
2011          
2014          
Net sales 
$1,770.6
 
$1,871.5
 
$4,847.2
 
$283.9
 
$8,773.2
 $2,414.2
 $1,663.4
 $5,158.5
 $487.6
 $9,723.7
Income from operations 90.9
 143.1
 486.9
 23.9
 744.8
Income (loss) from operations 219.2
 134.0
 500.2
 (11.5) 841.9
Depreciation 28.5
 20.0
 99.6
 3.8
 151.9
 60.1
 26.5
 138.7
 14.1
 239.4
Assets 861.4
 585.5
 1,967.2
 215.7
 3,629.8
 1,026.9
 719.8
 2,036.0
 353.8
 4,136.5
Capital expenditures 59.3
 40.4
 189.7
 11.0
 300.4
 70.9
 45.6
 136.3
 48.7
 301.5

8990

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

A reconciliation from the segment information to the consolidated balances for income from operations and total assets is set forth below (in millions):
2013 2012 20112016 2015 2014
Segment income from operations$1,097.3
 $906.6
 $744.8
$488.1
 $546.9
 $841.9
Corporate expenses(116.2) (107.1) (90.6)(119.7) (109.2) (117.7)
Stock compensation(32.6) (34.6) (23.0)
Restructuring and other infrequent income
 
 0.7
Impairment charge
 (22.4) 
Stock compensation (expense) credit(16.9) (11.6) 9.7
Restructuring expenses(11.9) (22.3) (46.4)
Amortization of intangibles(47.8) (49.3) (21.6)(51.2) (42.7) (41.0)
Consolidated income from operations$900.7
 $693.2
 $610.3
$288.4
 $361.1
 $646.5
          
Segment assets$4,434.7
 $3,992.3
 $3,629.8
$3,725.0
 $3,537.2
 $4,136.5
Cash and cash equivalents1,047.2
 781.3
 724.4
429.7
 426.7
 363.7
Receivables from affiliates124.3
 41.5
 122.9
54.4
 70.1
 108.4
Investments in affiliates416.1
 390.3
 346.3
414.9
 392.9
 424.1
Deferred tax assets, other current and noncurrent assets672.2
 716.9
 572.8
560.7
 448.6
 585.3
Intangible assets, net565.6
 607.1
 666.5
607.3
 507.7
 553.8
Goodwill1,178.7
 1,192.4
 1,194.5
1,376.4
 1,114.5
 1,192.8
Consolidated total assets$8,438.8
 $7,721.8
 $7,257.2
$7,168.4
 $6,497.7
 $7,364.6

Net sales by customer location for the years ended December 31, 20132016, 20122015 and 20112014 were as follows (in millions):
2013 2012 20112016 2015 2014
Net sales: 
  
  
 
  
  
United States$2,216.5
 $2,033.1
 $1,363.7
$1,404.6
 $1,624.0
 $1,985.4
Canada419.4
 415.9
 315.6
286.7
 233.6
 333.9
Germany1,301.0
 1,114.4
 1,067.3
891.2
 913.2
 1,240.0
France1,136.8
 944.3
 825.1
746.9
 762.6
 828.4
United Kingdom and Ireland471.8
 481.0
 449.5
440.7
 414.5
 490.8
Finland and Scandinavia828.5
 790.2
 835.4
677.7
 637.0
 808.4
Other Europe1,422.6
 1,421.0
 1,403.2
1,127.9
 1,077.7
 1,376.0
South America2,018.5
 1,834.2
 1,851.0
898.2
 932.3
 1,646.2
Middle East and Africa320.7
 322.9
 266.7
321.6
 346.4
 414.9
Asia293.1
 232.4
 96.6
266.8
 201.0
 253.6
Australia and New Zealand214.8
 216.0
 187.3
212.6
 201.1
 234.1
Mexico, Central America and Caribbean143.2
 156.8
 111.8
135.6
 123.9
 112.0
$10,786.9
 $9,962.2
 $8,773.2
$7,410.5
 $7,467.3
 $9,723.7


Net sales by product for the years ended December 31, 2016, 2015 and 2014 were as follows (in millions):
90
 2016 2015 2014
Net sales: 
  
  
Tractors$4,225.1
 $4,244.1
 $5,566.8
Replacement parts1,211.3
 1,204.4
 1,390.1
Grain storage and protein production systems892.5
 766.2
 851.0
Other machinery521.6
 629.6
 875.3
Combines302.8
 331.9
 581.0
Application equipment257.2
 291.1
 459.5
 $7,410.5
 $7,467.3
 $9,723.7

91

AGCO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Net sales by product for the years ended December 31, 2013, 2012 and 2011 were as follows (in millions):
 2013 2012 2011
Net sales: 
  
  
Tractors$6,491.1
 $5,882.4
 $5,779.6
Replacement parts1,349.1
 1,286.7
 1,275.1
Other machinery1,001.0
 963.2
 723.8
Grain storage and protein production systems771.9
 728.5
 38.7
Combines652.8
 638.9
 610.8
Application equipment521.0
 462.5
 345.2
 $10,786.9
 $9,962.2
 $8,773.2

Property, plant and equipment and amortizable intangible assets by country as of December 31, 20132016 and 20122015 was as follows (in millions):
2013 20122016 2015
United States$634.4
 $624.8
$594.6
 $619.0
Finland221.3
 199.5
Germany498.1
 458.2
344.8
 369.2
Brazil218.4
 234.0
210.4
 143.6
Finland145.9
 165.2
China130.0
 150.0
Denmark119.6
 
Italy117.6
 97.4
106.7
 88.3
China112.3
 65.5
France87.3
 70.4
59.9
 68.3
Other184.8
 171.2
172.3
 165.9
$2,074.2
 $1,921.0
$1,884.2
 $1,769.5

Effective January 1, 2017, the Company modified its system of reporting, resulting from changes to its internal management and organizational structure, which changed its reportable segments from North America; South America; Europe/Africa/Middle East; and Asia/Pacific to North America; South America; Europe/Middle East; and Asia/Pacific/Africa. The Asia/Pacific/Africa reportable segment includes the regions of Africa, Asia, Australia and New Zealand, and the Europe/Africa/ Middle East segment no longer includes certain markets in Africa. Effective January 1, 2017, these reportable segments are reflective of how the Company’s chief operating decision maker reviews operating results for the purposes of allocating resources and assessing performance.

16.    Subsequent Event

On February 9, 2017, the Company reached a binding agreement with the two largest shareholders of Kepler Weber S.A. (“Kepler Weber”) to acquire 35% of the outstanding shares. Kepler Weber is a Brazilian manufacturer of grain handling and storage equipment. The acquisition is subject to Brazilian competition authority approval, the Company ultimately acquiring a minimum of 65% of the outstanding shares of Kepler Weber, and other customary conditions.  The Company intends to launch a tender offer to acquire potentially all of the common shares held by the other shareholders. The price agreed by way of the binding agreement was 22.00 Reais per share (or approximately $7.03 per share), valuing Kepler Weber at 578.9 million Reais (or approximately $185.0 million).







9192



Item 9.        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

The Company��sCompany’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls or the Company’s internal controls will prevent all errors and all fraud. However, our principal executive officer and principal financial officer have concluded the Company’s disclosure controls and procedures are effective at the reasonable assurance level. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2013,2016, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements for external purposes in accordance with generally accepted accounting principles. In assessing the effectiveness of the Company’s internal controlscontrol over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(COSO) in “Internal Control — Integrated Framework (1992)(2013).”

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013.2016. Based on this assessment, management believes that, as of December 31, 2013,2016, the Company’s internal control over financial reporting is effective based on the criteria referred to above.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 has been audited by KPMG LLP, an independent registered public accounting firm, which also audited the Company’s Consolidated Financial Statements as of and for the year ended December 31, 2016. KPMG LLP’s report on internal control over financial reporting is set forth below.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, as a result of the Company’s processes to comply with the Sarbanes-Oxley Act of 2002, enhancements to the Company’s internal control over financial reporting were implemented as management addressed and remediated deficiencies that had been identified.


9293



Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
AGCO Corporation:

We have audited AGCO Corporation’s internal control over financial reporting as of December 31, 2013,2016, based on criteria established in Internal Control — Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). AGCO Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, AGCO Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2016, based on criteria established in Internal Control — Integrated Framework (1992)(2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AGCO Corporation and subsidiaries as of December 31, 20132016 and 2012,2015, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013,2016, and our report dated February 28, 20142017 expressed an unqualified opinion on those consolidated financial statements.


/s/  KPMG LLP
Atlanta, Georgia
February 28, 20142017

9394



Item 9B.    Other Information

None.

PART III
The information called for by Items 10, 11, 12, 13 and 14, if any, will be contained in our Proxy Statement for the 20142017 Annual Meeting of Stockholders, which we intend to file in March 2014.2017.

Item 10.10        Directors, Executive Officers and Corporate Governance

The information with respect to directors and committees required by this Item set forth in our Proxy Statement for the 20142017 Annual Meeting of Stockholders in the sections entitled “Election of Directors” and “Board of Directors and Corporate Governance” is incorporated herein by reference. The information with respect to executive officers required by this Item set forth in our Proxy Statement for the 20142017 Annual Meeting of Stockholders in the sections entitled “Executive Compensation” and “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.

TheSee the information under the heading “Available Information” set forth in Part I of this Form 10-K is incorporated herein by reference.10-K. The code of conduct referenced therein applies to our principal executive officer, principal financial officer, principal accounting officer and controller and the persons performing similar functions.

Item 11.        Executive Compensation

The information with respect to executive compensation and its establishment required by this Item set forth in our Proxy Statement for the 20142017 Annual Meeting of Stockholders in the sections entitled “Board of Directors and Corporate Governance,” “Executive Compensation” and “Compensation Committee Report” is incorporated herein by reference.

Item 12.        Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)Securities Authorized for Issuance Under Equity Compensation Plans

AGCO maintains its 2006 Plan pursuant to which we may grant equity awards to eligible persons. For additional information, see Note 9,10, “Stock Incentive Plan,” in the Notes to Consolidated Financial Statements included in this filing. The following table gives information about equity awards under our Plan.
 (a) (b) (c) (a) (b) (c)
Plan Category 
Number of Securities
to be Issued
upon Exercise
of Outstanding
Awards Under the Plans
 
Weighted-Average
Exercise Price
of Outstanding
Awards Under
the Plans
 
Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a)
 
Number of Securities
to be Issued
upon Exercise
of Outstanding
Awards Under the Plans
 
Weighted-Average
Exercise Price
of Outstanding
Awards Under
the Plans
 
Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a)
Equity compensation plans approved by security holders 3,903,355
 $50.61
 3,569,499
 3,663,461
 $47.61
 3,491,118
Equity compensation plans not approved by security holders 
 
 
 
 
 
Total 3,903,355
 $50.61
 3,569,499
 3,663,461
 $47.61
 3,491,118

(b)Security Ownership of Certain Beneficial Owners and Management

The information required by this Item set forth in our Proxy Statement for the 20142017 Annual Meeting of Stockholders in the section entitled “Principal Holders of Common Stock” is incorporated herein by reference.

Item 13.        Certain Relationships and Related Party Transactions, and Director Independence

The information required by this Item set forth in our Proxy Statement for the 20142017 Annual Meeting of Stockholders in the section entitled “Certain Relationships and Related Party Transactions” is incorporated herein by reference.


9495



Item 14.        Principal Accounting Fees and Services

The information required by this Item set forth in our 20142017 Proxy Statement for the Annual Meeting of Stockholders in the sections entitled “Audit Committee Report” and “Board of Directors and Corporate Governance” is incorporated herein by reference.

PART IV

Item 15.        Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Form 10-K:
(1) The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm for AGCO Corporation and its subsidiaries are presented under Item 8 of this Form 10-K.
(2) Financial Statement Schedules:
The following Consolidated Financial Statement Schedule of AGCO Corporation and its subsidiaries is included herein and follows this report.
Schedule Description
Schedule II Valuation and Qualifying Accounts

Schedules other than that listed above have been omitted because the required information is contained in Notes to the Consolidated Financial Statements or because such schedules are not required or are not applicable.
(3) The following exhibits are filed or incorporated by reference as part of this report. Each management contract or compensation plan required to be filed as an exhibit is identified by an asterisk (*).
Exhibit
Number
 Description of Exhibit 
The Filings Referenced for
Incorporation by Reference are
AGCO Corporation
3.1 Certificate of Incorporation June 30, 2002, Form 10-Q, Exhibit 3.1
3.2 By-Laws December 20, 2011,10, 2014, Form 8-K, Exhibit 3.1
4.1Rights AgreementMarch 31, 1994, Form 10-Q; August 8, 1999, Form 8-A/A, Exhibit 4.1 April 23, 2004, Form 8-A/A, Exhibit 4.1
4.2Indenture dated as of December 4, 2006December 4, 2006, Form 8-K, Exhibit 10.1
4.3 Indenture dated as of December 5, 2011 December 6, 2011, Form 8-K, Exhibit 4.1
10.1 2006 Long TermLong-Term Incentive Plan* March 21, 2011,January 22, 2015, Form DEF14A, Appendix A8-K, Exhibit 10.1
10.2 Form of Non-Qualified Stock Option Award Agreement* March 31, 2006, Form 10-Q, Exhibit 10.2
10.3 Form of Incentive Stock Option Award Agreement* March 31, 2006, Form 10-Q, Exhibit 10.3
10.4 Form of Stock Appreciation Rights Agreement* March 31, 2006, Form 10-Q, Exhibit 10.4
10.5 Form of Restricted Stock Units Agreement* March 31, 2006,January 26, 2016, Form 10-Q,8-K, Exhibit 10.510.1
10.6 Form of Performance Share Award* March 31, 2006, Form 10-Q, Exhibit 10.6
10.7 Amended and Restated Management Incentive Plan* June 30, 2008,March 25, 2013, Form 10-Q, Exhibit 10.4DEF14A, Appendix A
10.8 Amended and Restated Executive Nonqualified Pension Plan* October 2, 2015, Form 8-K, Exhibit 99.1
10.9Executive Nonqualified Defined Contribution Plan*December 31, 2011,2015, Form 10-K, Exhibit 10.810.9
10.910.10 Employment and Severance Agreement with Martin Richenhagen* December 31, 2009, Form 10-K, Exhibit 10.12
10.1010.11 Employment and Severance Agreement with Andrew H. Beck* March 31, 2010, Form 10-Q, Exhibit 10.2
10.11Employment and Severance Agreement with Andre M. Carioba*December 31, 2008, Form 10-K, Exhibit 10.15
10.12 Employment and Severance Agreement with Gary L. Collar* June 30, 2008, Form 10-Q, Exhibit 10.6
10.13Employment and Severance Agreement with Rob Smith*December 31, 2015, Form 10-K, Exhibit 10.13
10.14Employment and Severance Agreement with Hans-Bernd Veltmaat*December 31, 2009, Form 10-K, Exhibit 10.17

9596



Exhibit
Number
 Description of Exhibit 
The Filings Referenced for
Incorporation by References are
AGCO Corporation
10.1310.15 Employment and SeveranceDebt Agreement with Hans-Bernd Veltmaat*dated December 18, 2014 December 31, 2009,2014, Form 10-K, Exhibit 10.1710.15
10.1410.16 Amended and Restated Credit Agreement dated as of May 2, 2011June 30, 2014 June 30, 2011,2014, Form 10-Q, Exhibit 10.1; June 30, 2015, Form 10-Q, Exhibit 10.1
10.15Credit Agreement dated as of December 1, 2011December 6, 2011, Form 8-K, Exhibit 10.1
10.1610.17 U.S. Receivables Purchase Agreement, dated December 22, 2009 December 23, 2009, Form 8-K, Exhibit 10.1; June 30, 2013, Form 10-Q, Exhibit 10.1
10.1710.18Amendment No. 2 to U.S. Receivables Purchase Agreement, dated February 16, 2016December 31, 2015, Form 10-K, Exhibit 10.19
10.19 Canadian Receivables Purchase Agreement, dated December 22, 2009 December 23, 2009, Form 8-K, Exhibit 10.2; June 30, 2013, Form 10-Q, Exhibit 10.2
10.1810.20 European Receivables Transfer Agreement, dated October 13, 2006 September 30, 2006, Form 10-Q, Exhibit 10.1; December 31, 2009, Form 10K,10-K, Exhibit 10.21; June 30, 2010, Form 10-Q, Exhibit 10.1
10.1910.21 French Receivables Purchase Agreement, dated February 19, 2010 December 31, 2009, Form 10-K, Exhibit 10.22
10.2010.22Letter Agreement, dated November 5, 2015, between AGCO International GmbH and TAFE International LLC, Turkey and Tractors and Farm Equipment LimitedSeptember 30, 2015, Form 10-Q, Exhibit 10.1
10.23Letter Agreement, dated August 29, 2014, between AGCO Corporation and Tractors and Farm Equipment LimitedSeptember 4, 2014, Form 8-K, Exhibit 10.1
10.24Farm and Machinery Distributor Agreement, dated January 1, 2012, between AGCO International GmbH and Tractors and Farm Equipment LimitedSeptember 4, 2014, Form 8-K, Exhibit 10.2
10.25Letter Agreement, dated August 3, 2007, between AGCO Corporation and Tractors and Farm Equipment LimitedSeptember 4, 2014, Form 8-K, Exhibit 10.3
10.26
Consultancy Agreement, dated December 8, 2014, between AGCO Do Brasil Comércio E Industria Ltda and André Carioba*
December 10, 2014, Form 8-K, Exhibit 10.1
10.27 Current Director CompensationCompensation* Filed herewith
21.1 Subsidiaries of the Registrant Filed herewith
23.1 Consent of KPMG LLP Filed herewith
24.1 Powers of Attorney Filed herewith
31.1 Certification of Martin Richenhagen Filed herewith
31.2 Certification of Andrew H. Beck Filed herewith
32.1 Certification of Martin Richenhagen and Andrew H. Beck Filed herewith
101.INS XBRL Instance Document Filed herewith
101.SCH XBRL Taxonomy Extension Schema Filed herewith
101.CAL XBRL Taxonomy Extension Calculation Linkbase Filed herewith
101.DEF XBRL Taxonomy Extension Definition Linkbase Filed herewith
101.LAB XBRL Taxonomy Extension Label Linkbase Filed herewith
101.PRE XBRL Taxonomy Extension Presentation Linkbase Filed herewith

Item 16.        Form 10-K Summary

None.

9697



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  AGCO Corporation
    
  By: /s/  MARTIN RICHENHAGEN
   
Martin Richenhagen

   
Chairman of the Board, President
and Chief Executive Officer
Dated:February 28, 20142017  
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
 Signature Title Date
 /s/  MARTIN RICHENHAGEN 
Chairman of the Board, President and Chief
Executive Officer
 February 28, 20142017
 Martin Richenhagen    
 /s/  ANDREW H. BECK 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 February 28, 20142017
 Andrew H. Beck    
 /s/  ROY V. ARMES * Director February 28, 20142017
 Roy V. Armes    
 /s/  MICHAEL C. ARNOLD * Director February 28, 20142017
 Michael C. Arnold    
 /s/  P. GEORGE BENSON * Director February 28, 20142017
 P. George Benson    
 /s/ WOLFGANG DEML * Director February 28, 20142017
 Wolfgang Deml    
 /s/  LUIZ F. FURLAN * Director February 28, 20142017
 Luiz F. Furlan    
 /s/  GEORGE E. MINNICH * Director February 28, 20142017
 George E. Minnich    
 /s/  GERALD L. SHAHEEN * Director February 28, 20142017
 Gerald L. Shaheen    
   /s/  MALLIKA SRINIVASAN * Director February 28, 20142017
 Mallika Srinivasan    
 /s/  HENDRIKUS VISSER * Director February 28, 20142017
 Hendrikus Visser    
      
*By:
 /s/  ANDREW H. BECK
   February 28, 20142017
 Andrew H. Beck    
 Attorney-in-Fact    


9798



ANNUAL REPORT ON FORM 10-K
ITEM 15 (A)(2)
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 20132016


II-1



SCHEDULE II

AGCO CORPORATION AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(In millions)
   Additions         Additions      
Description 
Balance at
Beginning
of Period
 
Acquired
Businesses
 
Charged to
Costs and
Expenses
 Deductions 
Foreign
Currency
Translation
 
Balance at
End of Period (1)
 
Balance at
Beginning
of Period
 
Acquired
Businesses
 
Charged to
Costs and
Expenses
 Deductions 
Foreign
Currency
Translation
 
Balance at
End of Period (1)
Year ended December 31, 2013  
  
  
  
  
  
Year ended December 31, 2016  
  
  
  
  
  
Allowances for sales incentive discounts $165.2
 $
 $281.7
 $(210.3) $
 $236.6
 $254.0
 $
 $293.7
 $(312.1) $1.4
 $237.0
Year ended December 31, 2012  
  
  
  
  
  
Year ended December 31, 2015  
  
  
  
  
  
Allowances for sales incentive discounts $103.5
 $
 $330.8
 $(269.1) $
 $165.2
 $255.0
 $
 $335.0
 $(325.9) $(10.1) $254.0
Year ended December 31, 2011  
  
  
  
  
  
Year ended December 31, 2014  
  
  
  
  
  
Allowances for sales incentive discounts $98.7
 $
 $222.4
 $(217.6) $
 $103.5
 $236.6
 $
 $409.1
 $(385.2) $(5.5) $255.0
   Additions         Additions      
Description 
Balance at
Beginning
of Period
 
Acquired
Businesses
 
Charged to
Costs and
Expenses
 Deductions 
Foreign
Currency
Translation
 
Balance at
End of Period
 
Balance at
Beginning
of Period
 
Acquired
Businesses
 
Charged to
Costs and
Expenses
 Deductions 
Foreign
Currency
Translation
 
Balance at
End of Period
Year ended December 31, 2013  
  
  
  
  
  
Year ended December 31, 2016  
  
  
  
  
  
Allowances for doubtful accounts $38.1
 $
 $3.2
 $(5.0) $(1.4) $34.9
 $29.3
 $2.2
 $3.6
 $(1.1) $(0.3) $33.7
Year ended December 31, 2012  
  
  
  
  
  
Year ended December 31, 2015  
  
  
  
  
  
Allowances for doubtful accounts $36.9
 $0.4
 $5.4
 $(4.8) $0.2
 $38.1
 $32.1
 $
 $5.6
 $(3.0) $(5.4) $29.3
Year ended December 31, 2011  
  
  
  
  
  
Year ended December 31, 2014  
  
  
  
  
  
Allowances for doubtful accounts $29.3
 $12.4
 $4.3
 $(7.0) $(2.1) $36.9
 $34.9
 $0.5
 $1.7
 $(1.2) $(3.8) $32.1
   Additions         Additions      
Description 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Reversal of
Accrual
 Deductions 
Foreign
Currency
Translation
 
Balance at
End of Period
 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Reversal of
Accrual
 Deductions 
Foreign
Currency
Translation
 
Balance at
End of Period
Year ended December 31, 2012  
  
  
  
  
  
Year ended December 31, 2016  
  
  
  
  
  
Accruals of severance, relocation and other integration costs $0.3
 $
 $
 $(0.3) $
 $
 $16.9
 $12.0
 $(0.1) $(13.3) $(0.2) $15.3
Year ended December 31, 2011  
  
  
  
  
  
Year ended December 31, 2015  
  
  
  
  
  
Accruals of severance, relocation and other integration costs $2.2
 $0.2
 $(0.9) $(1.4) $0.2
 $0.3
 $25.4
 $23.0
 $(0.7) $(29.5) $(1.3) $16.9
Year ended December 31, 2014  
  
  
  
  
  
Accruals of severance, relocation and other integration costs $
 $44.4
 $
 $(18.8) $(0.2) $25.4
   Additions         Additions      
Description 
Balance at
Beginning
of Period
 
Acquired
Businesses
 
Charged
(Credited) to
Costs and
Expenses (2)
 Deductions 
Foreign
Currency
Translation
 
Balance at
End of Period
 
Balance at
Beginning
of Period
 
Acquired
Businesses
 
Charged
(Credited) to
Costs and
Expenses
 Deductions 
Foreign
Currency
Translation
 
Balance at
End of Period
Year ended December 31, 2013  
  
  
  
  
  
Year ended December 31, 2016  
  
  
  
  
  
Deferred tax valuation allowance $74.5
 $
 $9.3
 $(2.8) $(3.8) $77.2
 $75.8
 $
 $37.9
 $
 $2.3
 $116.0
Year ended December 31, 2012  
  
  
  
  
  
Year ended December 31, 2015  
  
  
  
  
  
Deferred tax valuation allowance $145.8
 $0.2
 $(64.3) $(4.7) $(2.5) $74.5
 $93.3
 $
 $(4.5) $
 $(13.0) $75.8
Year ended December 31, 2011  
  
  
  
  
  
Year ended December 31, 2014  
  
  
  
  
  
Deferred tax valuation allowance $262.5
 $28.9
 $(144.3) $
 $(1.3) $145.8
 $77.2
 $
 $22.8
 $
 $(6.7) $93.3

(1)
As of December 31, 2013,2016, approximately $206.2$202.5 million of this balance was recorded within “Accrued expenses” and approximately $30.4$34.5 million was recorded within “accounts receivable allowances” in the Company’s Consolidated Balance Sheets. As of December 31, 2012,2015, approximately $143.7229.5 million of this balance was recorded within “Accrued expenses” and approximately $21.5$24.5 million was recorded within “accounts receivable allowances” in the Company’s Consolidated Balance Sheets.
(2)
Amounts charged through other comprehensive income during the years ended December 31, 2013, 2012 and 2011 were $0.0 million, $0.0 million and $6.4 million, respectively.



II-2





II-3