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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2022
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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For the transition period from _________ to _________ |
Commission File Number: 001-12930
AGCO CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware |
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58-1960019 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
4205 River Green Parkway
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Duluth, |
Georgia |
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30096 |
(Address of principal executive offices)
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(Zip Code) |
(770) 813-9200
(Registrants telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the
Act |
Title of Class |
Trading Symbol |
Name of exchange on which registered |
Common stock |
AGCO |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
☒
Yes
o
No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
☒
Yes
o
No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
☒
No
As of May 5, 2022, there were 74,543,687 shares of the
registrant’s common stock, par value of $0.01 per share,
outstanding.
AGCO CORPORATION AND SUBSIDIARIES
INDEX
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Page
Numbers |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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PART I. FINANCIAL
INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AGCO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in millions, except share amounts)
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March 31, 2022 |
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December 31, 2021 |
ASSETS |
Current Assets: |
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Cash, cash equivalents and restricted cash |
$ |
655.7 |
|
|
$ |
889.1 |
|
Accounts and notes receivable, net |
1,108.2 |
|
|
991.5 |
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Inventories, net |
3,259.7 |
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|
2,593.7 |
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Other current assets |
613.4 |
|
|
539.8 |
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Total current assets |
5,637.0 |
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|
5,014.1 |
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Property, plant and equipment, net |
1,463.6 |
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|
1,464.8 |
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Right-of-use lease assets |
163.9 |
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|
154.1 |
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Investments in affiliates |
423.2 |
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|
413.5 |
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Deferred tax assets |
186.4 |
|
|
169.3 |
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Other assets |
300.9 |
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|
293.3 |
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Intangible assets, net |
396.8 |
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|
392.2 |
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Goodwill |
1,304.7 |
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|
1,280.8 |
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Total assets |
$ |
9,876.5 |
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$ |
9,182.1 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current Liabilities: |
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Current portion of long-term debt |
$ |
2.1 |
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$ |
2.1 |
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Short-term borrowings |
93.2 |
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90.8 |
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Accounts payable |
1,276.4 |
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|
1,078.3 |
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Accrued expenses |
1,844.0 |
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|
2,062.2 |
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Other current liabilities |
219.5 |
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|
221.2 |
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Total current liabilities |
3,435.2 |
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|
3,454.6 |
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Long-term debt, less current portion and debt issuance
costs |
1,899.4 |
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|
1,411.2 |
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Operating lease liabilities |
125.8 |
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|
115.5 |
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Pension and postretirement health care benefits |
208.7 |
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|
209.0 |
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Deferred tax liabilities |
113.6 |
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|
116.9 |
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Other noncurrent liabilities |
418.9 |
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|
431.1 |
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Total liabilities |
6,201.6 |
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|
5,738.3 |
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Commitments and contingencies (Note 18)
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Stockholders’ Equity: |
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AGCO Corporation stockholders’ equity: |
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Preferred stock; $0.01 par value, 1,000,000 shares
authorized, no shares issued or outstanding in 2022 and
2021
|
— |
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— |
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Common stock; $0.01 par value, 150,000,000 shares
authorized, 74,542,772 and 74,441,312 shares issued and
outstanding at March 31, 2022 and December 31, 2021,
respectively
|
0.7 |
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|
0.7 |
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Additional paid-in capital |
2.9 |
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|
3.9 |
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Retained earnings |
5,306.2 |
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|
5,182.2 |
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Accumulated other comprehensive loss |
(1,635.0) |
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|
(1,770.9) |
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Total AGCO Corporation stockholders’ equity |
3,674.8 |
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|
3,415.9 |
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Noncontrolling interests |
0.1 |
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|
27.9 |
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Total stockholders’ equity |
3,674.9 |
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|
3,443.8 |
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Total liabilities and stockholders’ equity |
$ |
9,876.5 |
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|
$ |
9,182.1 |
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See accompanying notes to condensed consolidated financial
statements.
AGCO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in millions, except per share data)
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Three Months Ended March 31, |
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2022 |
|
2021 |
Net sales |
$ |
2,685.7 |
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$ |
2,378.7 |
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Cost of goods sold |
2,054.4 |
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|
1,808.2 |
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Gross profit |
631.3 |
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|
570.5 |
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Selling, general and administrative expenses |
271.1 |
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260.6 |
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Operating expenses: |
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Engineering expenses
|
100.3 |
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96.3 |
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Amortization of intangibles
|
15.3 |
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17.5 |
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Impairment charges |
36.0 |
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|
— |
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Restructuring expenses
|
3.0 |
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|
1.3 |
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Bad debt expense (credit) |
1.6 |
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(0.4) |
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Income from operations |
204.0 |
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195.2 |
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Interest expense, net
|
0.4 |
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3.4 |
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Other expense, net
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17.5 |
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11.5 |
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Income before income taxes and equity in net earnings of
affiliates |
186.1 |
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180.3 |
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Income tax provision
|
60.2 |
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43.6 |
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Income before equity in net earnings of affiliates |
125.9 |
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136.7 |
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Equity in net earnings of affiliates
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11.1 |
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14.7 |
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Net income |
137.0 |
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|
151.4 |
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Net loss (income) attributable to noncontrolling
interests |
14.8 |
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(0.6) |
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Net income attributable to AGCO Corporation and
subsidiaries |
$ |
151.8 |
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$ |
150.8 |
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Net income per common share attributable to AGCO Corporation and
subsidiaries: |
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Basic
|
$ |
2.03 |
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$ |
2.00 |
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Diluted
|
$ |
2.03 |
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$ |
1.99 |
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Cash dividends declared and paid per common share |
$ |
0.20 |
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$ |
0.16 |
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Weighted average number of common and common equivalent shares
outstanding: |
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Basic
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74.6 |
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75.3 |
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Diluted
|
74.9 |
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|
75.9 |
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See accompanying notes to condensed consolidated financial
statements.
AGCO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(unaudited and in millions)
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Three Months Ended March 31, |
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2022 |
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2021 |
Net income |
$ |
137.0 |
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$ |
151.4 |
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Other comprehensive income (loss), net of reclassification
adjustments: |
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Foreign currency translation adjustments |
138.3 |
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(47.3) |
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Defined benefit pension plans, net of tax |
1.7 |
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35.1 |
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Deferred gains and losses on derivatives, net of tax |
(3.3) |
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4.7 |
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Other comprehensive income (loss), net of reclassification
adjustments |
136.7 |
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(7.5) |
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Comprehensive income |
273.7 |
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|
143.9 |
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Comprehensive loss (income) attributable to noncontrolling
interests |
14.0 |
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(0.2) |
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Comprehensive income attributable to AGCO Corporation and
subsidiaries |
$ |
287.7 |
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$ |
143.7 |
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See accompanying notes to condensed consolidated financial
statements.
AGCO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in millions)
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Three Months Ended March 31, |
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2022 |
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2021 |
Cash flows from operating activities: |
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Net income |
$ |
137.0 |
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$ |
151.4 |
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Adjustments to reconcile net income to net cash used in operating
activities: |
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Depreciation |
54.7 |
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|
54.8 |
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Amortization of intangibles |
15.3 |
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|
17.5 |
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Stock compensation expense |
7.0 |
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|
6.8 |
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Impairment charges |
36.0 |
|
|
— |
|
Equity in net earnings of affiliates, net of cash
received |
(11.1) |
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|
(14.7) |
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Deferred income tax (benefit) provision |
(5.0) |
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|
4.1 |
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Other |
(8.8) |
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|
1.9 |
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Changes in operating assets and liabilities:
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Accounts and notes receivable, net |
(113.3) |
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|
(232.3) |
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Inventories, net |
(595.2) |
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|
(466.1) |
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Other current and noncurrent assets |
(48.7) |
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|
(45.8) |
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Accounts payable |
193.4 |
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|
296.7 |
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Accrued expenses |
(219.5) |
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|
(175.7) |
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Other current and noncurrent liabilities |
(18.3) |
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|
86.1 |
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Total adjustments |
(713.5) |
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|
(466.7) |
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Net cash used in operating activities |
(576.5) |
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|
(315.3) |
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Cash flows from investing activities: |
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|
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Purchases of property, plant and equipment |
(66.3) |
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|
(63.5) |
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Proceeds from sale of property, plant and equipment |
0.3 |
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|
0.1 |
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Investments in unconsolidated affiliates |
(0.1) |
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|
(0.1) |
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Purchase of businesses, net, and net of cash acquired |
(61.9) |
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|
(0.8) |
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Other |
— |
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|
(2.5) |
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Net cash used in investing activities |
(128.0) |
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|
(66.8) |
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Cash flows from financing activities: |
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Proceeds from indebtedness |
980.7 |
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|
195.3 |
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Repayments of indebtedness |
(459.1) |
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|
(416.8) |
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Payment of dividends to stockholders |
(14.9) |
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|
(12.0) |
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Payment of minimum tax withholdings on stock
compensation |
(16.0) |
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|
(26.5) |
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Distributions to noncontrolling interest |
(11.6) |
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|
— |
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Net cash provided by (used in) financing activities |
479.1 |
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|
(260.0) |
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Effects of exchange rate changes on cash, cash equivalents and
restricted cash |
(8.0) |
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|
(23.3) |
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Decrease in cash, cash equivalents and restricted cash |
(233.4) |
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|
(665.4) |
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Cash, cash equivalents and restricted cash, beginning of
period |
889.1 |
|
|
1,119.1 |
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Cash, cash equivalents and restricted cash, end of
period |
$ |
655.7 |
|
|
$ |
453.7 |
|
See accompanying notes to condensed consolidated financial
statements.
AGCO CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The condensed consolidated financial
statements of AGCO Corporation and its subsidiaries (the “Company”
or “AGCO”) included herein have been prepared in accordance with
United States generally accepted accounting principles
(“U.S. GAAP”) for interim financial information and the rules
and regulations of the Securities and Exchange Commission.
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements reflect all
adjustments, which are of a normal recurring nature, necessary to
present fairly the Company’s financial position, results of
operations, comprehensive income (loss) and cash flows at the dates
and for the periods presented. These condensed consolidated
financial statements should be read in conjunction with the
Company’s audited consolidated financial statements and the notes
thereto included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2021. Results for interim periods
are not necessarily indicative of the results for the year. Certain
prior period amounts have been reclassified to conform to the
current period presentation.
The Company cannot predict the future
impact of the COVID-19 pandemic on its business, including any
related impacts on the global economic and political environments,
market demand for its products, supply chain disruptions, possible
workforce unavailability, exchange rates, commodity prices and
availability of financing, and their impact to the Company’s net
sales, production volumes, costs and overall financial
conditions.
New Accounting Pronouncements to be Adopted
In June 2016, the FASB issued Accounting
Standards Update (“ASU”) 2016-13 “Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments,” which requires measurement and recognition of
expected versus incurred credit losses for financial assets. In
November 2019, the FASB issued ASU 2019-10, “Financial Instruments
- Credit Losses (Topic 326), Derivatives and Hedging (Topic 815),
and Leases (Topic 842): Effective Dates,” which delays the
effective date of ASU 2016-13 for smaller reporting companies and
other non-SEC reporting entities. This applies to the Company’s
equity method finance joint ventures, which are now required to
adopt ASU 2016-13 for annual periods beginning after December 15,
2022 and interim periods within those annual periods. The standard,
and its subsequent modification, likely will impact the results of
operations and financial condition of the Company’s finance joint
ventures. Therefore, adoption of the standard by the Company’s
finance joint ventures likely will impact the Company’s
“Investments in affiliates” and “Equity in net earnings of
affiliates.” The Company’s finance joint ventures currently are
evaluating the impact of ASU 2016-13 to their results of operations
and financial condition.
In November 2021, the FASB issued ASU
2021-10, “Government Assistance (Topic 832): Disclosure by Business
Entities about Government Assistance,” which improves the
transparency of government assistance received by most business
entities by requiring the disclosure of: (1) the types of
government assistance received; (2) the accounting for such
assistance; and (3) the effect of the assistance on a business
entity's financial statements. This guidance will be effective for
annual periods beginning after December 15, 2021. Early adoption is
permitted. The Company is currently evaluating the impact of the
new
guidance on the Company's annual disclosures.
Additionally, the Company will adopt the
following pronouncement, effective for fiscal years beginning after
December 15, 2022, which is not expected to have a material impact
the Company's results of operations, financial condition and cash
flows.
•ASU
2021-08 – “Business Combinations: Accounting for Contract Assets
and Contract Liabilities from Contracts with
Customers”
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
2. ACQUISITIONS
On May 2, 2022, the Company acquired JCA
Industries, Inc. (“JCA”) for 63.0 million Canadian dollars (or
approximately $49.2 million as of May 2, 2022). JCA is located
in Winnipeg, Manitoba, Canada, and specializes in the design of
electronic systems and software development to automate and control
agricultural equipment. The Company is in the process of
determining the allocation of the purchase price to the fair values
of the assets acquired and liabilities assumed.
On January 1, 2022, the Company acquired
Appareo Systems, LLC (“Appareo”) for approximately $61.9 million,
net of approximately $0.5 million of cash. As a result of the
acquisition of the remaining 50% interest in IAS, the Company's
previous operating joint venture with Appareo, the Company recorded
a gain of approximately $3.4 million on the remeasurement of the
previously held equity interest within “Other expense, net” in the
Company's Condensed Consolidated Statements of Operations. The fair
value of the previously held 50% interest in the joint venture as
of the acquisition date was approximately $11.2 million. Appareo is
headquartered in Fargo, North Dakota and offers engineering,
manufacturing, and technology for end-to-end product development.
The Company allocated the purchase price to the assets acquired and
liabilities assumed based on preliminary estimates of their fair
values as of the acquisition date. The acquired net assets
primarily consisted of accounts receivable, inventories, other
current and noncurrent assets, assets held for sale, lease
right-of-use assets and liabilities, accounts payable, accrued
expenses, other current and noncurrent liabilities, property, plant
and equipment, as well as customer relationship, technology,
non-competition agreements and trademark identifiable intangible
assets. The Company recorded approximately $20.5 million of
goodwill associated with the acquisition. The results of operations
of Appareo have been included in the Company’s Condensed
Consolidated Financial Statements as of and from the date of
acquisition. The associated goodwill has been included in the
Company’s North America geographical reportable segment. Proforma
financial information related to the acquisition of Appareo was not
material to the Company’s results of operations.
The preliminary estimate of acquired
identifiable intangible assets of Appareo as of the date of the
acquisition are summarized in the following table (in
millions):
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Intangible Asset
|
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Amount |
|
Weighted-Average Useful Life |
Customer relationships |
|
$ |
9.8 |
|
|
12 years |
Technology |
|
6.3 |
|
9 years |
Trademarks |
|
4.9 |
|
10 years |
Non-competition agreements |
|
1.4 |
|
|
5 years |
|
|
$ |
22.4 |
|
|
|
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
3. RESTRUCTURING EXPENSES AND IMPAIRMENT
CHARGES
Restructuring Expenses
In recent years, the Company has announced
and initiated several actions to rationalize employee headcount in
various manufacturing facilities and administrative offices located
in the U.S., Europe, South America, Africa and China in order to
reduce costs. Restructuring expenses activity during the three
months ended March 31, 2022 is summarized as follows (in
millions):
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Employee Severance |
|
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Other Related Closure Costs |
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Total |
Balance as of December 31, 2021 |
|
|
$ |
14.5 |
|
|
|
|
$ |
0.2 |
|
|
$ |
14.7 |
|
First quarter 2022 provision |
|
|
3.0 |
|
|
|
|
— |
|
|
3.0 |
|
First quarter 2022 cash activity |
|
|
(3.4) |
|
|
|
|
— |
|
|
(3.4) |
|
Foreign currency translation |
|
|
(0.3) |
|
|
|
|
0.1 |
|
|
(0.2) |
|
Balance as of March 31, 2022 |
|
|
$ |
13.8 |
|
|
|
|
$ |
0.3 |
|
|
$ |
14.1 |
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Impairment Charges
In light of the current conflict between
Russia and Ukraine, during the three months ended March 31,
2022, the Company assessed the fair value of its gross assets
related to the joint ventures operating in Russia for potential
impairment and recorded asset impairment charges of approximately
$36.0 million, reflected as “Impairment charges” in its Condensed
Consolidated Statements of Operations, with an offsetting benefit
of approximately $12.2 million included within “Net loss (income)
attributable to noncontrolling interests.” In addition, during the
three months ended March 31, 2022, the Company recorded a
write-down of its investment in its Russian finance joint venture
of approximately $4.8 million, reflected within “Equity in net
earnings of affiliates” in its Condensed Consolidated Statements of
Operations.
4. STOCK COMPENSATION PLANS
The Company recorded stock compensation
expense as follows for the three months ended March 31, 2022
and 2021 (in millions):
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|
|
|
|
|
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|
Three Months Ended March 31, |
|
|
|
|
2022 |
|
2021 |
|
|
|
|
Cost of goods sold |
|
$ |
0.3 |
|
|
$ |
0.3 |
|
|
|
|
|
Selling, general and administrative expenses |
|
6.7 |
|
|
6.5 |
|
|
|
|
|
Total stock compensation expense |
|
$ |
7.0 |
|
|
$ |
6.8 |
|
|
|
|
|
Stock Incentive Plan
Under the Company’s Long-Term Incentive
Plan (the “Plan”), up to 10,000,000 shares of AGCO common stock may
be issued. As of March 31, 2022, of the 10,000,000 shares
reserved for issuance under the Plan, 3,823,268 shares were
available for grant, assuming the maximum number of shares are
earned related to the performance award grants discussed below. The
Plan allows the Company, under the direction of the Board of
Directors’ Talent and Compensation Committee, to make grants of
performance shares, stock appreciation rights, restricted stock
units and restricted stock awards to employees, officers and
non-employee directors of the Company.
Long-Term Incentive Plan and Related Performance
Awards
The weighted average grant-date fair value
of performance awards granted under the Plan during the three
months ended March 31, 2022 and 2021 was $124.12 and $123.26,
respectively.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
During the three months ended
March 31, 2022, the Company granted 274,566 performance awards
related to varying performance periods. The awards granted assume
the maximum target levels of performance are achieved. The
compensation expense associated with all awards granted under the
Plan 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. The 2022 and 2021 grants of
performance award shares are subject to a total shareholder return
modifier.
Performance award transactions during the
three months ended March 31, 2022 are presented as if the
Company were to achieve its maximum levels of performance and
assume the 2022 and 2021 performance awards subject to the total
shareholder return modifier are achieved at target levels under the
plan awards, and were as follows:
|
|
|
|
|
|
Shares awarded but not earned at January 1 |
514,714 |
|
Shares awarded |
274,566 |
|
Shares forfeited |
(8,780) |
|
Shares vested |
(2,534) |
|
Shares awarded but not earned at March 31 |
777,966 |
|
As of March 31, 2022, the total
compensation cost related to unearned performance awards not yet
recognized, assuming the Company’s current projected assessment of
the level of performance that will be achieved, was approximately
$46.0 million, and the weighted average period over which it
is expected to be recognized is approximately two and one-half
years. The compensation cost not yet recognized could be higher or
lower based on actual achieved levels of performance.
Restricted Stock Unit Awards
The weighted average grant-date fair value
of the restricted stock units (“RSUs”) granted under the Plan
during the three months ended March 31, 2022 and 2021 was
$117.08 and $113.63, respectively.
During the three months ended
March 31, 2022, the Company granted 91,583 RSU awards. RSUs
granted in 2022 and 2021 entitle the participant to receive one
share of the Company’s common stock for each RSU granted and vest
one-third per year over a three-year requisite service period. The
2020 grant of RSU’s to certain executives has a three-year cliff
vesting requirement subject to adjustment based on a total
shareholder return modifier relative to the Company's defined peer
group. The compensation expense associated with these awards is
being amortized ratably over the requisite service period for the
awards that are expected to vest.
RSU transactions during the three months
ended March 31, 2022 assume the 2020 RSUs subject to the total
shareholder return modifier are achieved at target levels, and were
as follows:
|
|
|
|
|
|
RSUs awarded but not vested at January 1 |
159,228 |
|
RSUs awarded |
91,583 |
|
RSUs forfeited |
(2,400) |
|
RSUs vested |
(65,025) |
|
RSUs awarded but not vested at March 31 |
183,386 |
|
As of March 31, 2022, the total
compensation cost related to the unvested RSUs not yet recognized
was approximately $17.0 million, and the weighted average
period over which it is expected to be recognized is approximately
one and one-half years.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
Stock-Settled Appreciation Rights
The compensation expense associated with
the stock-settled appreciation rights (“SSARs”) is amortized
ratably over the requisite service period for the awards that are
expected to vest. The Company estimates the fair value of the
grants using the Black-Scholes option pricing model. SSAR
transactions during the three months ended March 31, 2022 were
as follows:
|
|
|
|
|
|
SSARs outstanding at January 1 |
194,611 |
|
SSARs granted |
— |
|
SSARs exercised |
(38,051) |
|
SSARs canceled or forfeited |
— |
|
SSARs outstanding at March 31 |
156,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company did not grant any SSARs during
the three months ended March 31, 2022, and does not currently
anticipate granting any SSARs in the future. As of March 31,
2022, the total compensation cost related to the unvested SSARs not
yet recognized was approximately $0.7 million, and the weighted
average period over which it is expected to be recognized is
approximately one and one-half years.
Director Restricted Stock Grants
The Plan provides for annual restricted
stock grants of the Company’s common stock to all non-employee
directors. The 2022 grant was made on April 28, 2022 and
equated to 11,664 shares of common stock, of which
10,301 shares of common stock were issued after shares were
withheld for taxes. The Company recorded stock compensation expense
of approximately $1.5 million during the three months ended June
30, 2022 associated with these grants.
5. GOODWILL AND OTHER INTANGIBLE
ASSETS
Changes in the carrying amount of goodwill
during the three months ended March 31, 2022 are summarized as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
South America |
|
Europe/Middle East |
|
Asia/Pacific/Africa |
|
Consolidated |
Balance as of December 31, 2021 |
$ |
609.6 |
|
|
$ |
81.7 |
|
|
$ |
469.5 |
|
|
$ |
120.0 |
|
|
$ |
1,280.8 |
|
Acquisition |
20.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
20.5 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
0.1 |
|
|
14.1 |
|
|
(9.5) |
|
|
(1.3) |
|
|
3.4 |
|
Balance as of March 31, 2022 |
$ |
630.2 |
|
|
$ |
95.8 |
|
|
$ |
460.0 |
|
|
$ |
118.7 |
|
|
$ |
1,304.7 |
|
Goodwill is tested for impairment on an
annual basis and more often if indications of impairment exist. The
Company conducts its annual impairment analyses as of October 1
each fiscal year.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
Changes in the carrying amount of acquired
intangible assets during the three months ended March 31, 2022
are summarized as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross carrying amounts: |
Trademarks and Tradenames |
|
Customer Relationships |
|
Patents and Technology |
|
Land Use Rights |
|
Total |
Balance as of December 31, 2021 |
$ |
189.0 |
|
|
$ |
568.6 |
|
|
$ |
139.9 |
|
|
$ |
7.0 |
|
|
$ |
904.5 |
|
Acquisition |
6.3 |
|
|
9.8 |
|
|
6.3 |
|
|
— |
|
|
22.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
(1.3) |
|
|
0.9 |
|
|
(1.5) |
|
|
0.1 |
|
|
(1.8) |
|
Balance as of March 31, 2022 |
$ |
194.0 |
|
|
$ |
579.3 |
|
|
$ |
144.7 |
|
|
$ |
7.1 |
|
|
$ |
925.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization: |
Trademarks and Tradenames |
|
Customer Relationships |
|
Patents and Technology |
|
Land Use Rights |
|
Total |
Balance as of December 31, 2021 |
$ |
93.1 |
|
|
$ |
409.7 |
|
|
$ |
94.7 |
|
|
$ |
1.5 |
|
|
$ |
599.0 |
|
Amortization expense |
3.4 |
|
|
9.5 |
|
|
2.4 |
|
|
— |
|
|
15.3 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
(0.4) |
|
|
1.4 |
|
|
(1.2) |
|
|
0.1 |
|
|
(0.1) |
|
Balance as of March 31, 2022 |
$ |
96.1 |
|
|
$ |
420.6 |
|
|
$ |
95.9 |
|
|
$ |
1.6 |
|
|
$ |
614.2 |
|
|
|
|
|
|
|
Indefinite-lived intangible assets: |
Trademarks and
Tradenames |
|
|
Balance as of December 31, 2021 |
$ |
86.7 |
|
Foreign currency translation |
(0.8) |
|
Balance as of March 31, 2022 |
$ |
85.9 |
|
The Company currently amortizes certain
acquired intangible assets, primarily on a straight-line basis,
over their estimated useful lives, which range from
three to 50 years.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
6. INDEBTEDNESS
Long-term debt consisted of the following
at March 31, 2022 and December 31, 2021 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
|
|
|
Credit facility, expires 2023 |
$ |
600.0 |
|
|
$ |
— |
|
1.002% Senior term loan due 2025
|
277.3 |
|
|
283.7 |
|
Senior term loans due between 2023 and 2028 |
355.5 |
|
|
445.9 |
|
0.800%
Senior notes due 2028
|
665.6 |
|
|
680.8 |
|
Other long-term debt |
7.5 |
|
|
7.7 |
|
Debt issuance costs |
(4.4) |
|
|
(4.8) |
|
|
1,901.5 |
|
|
1,413.3 |
|
|
|
|
|
Current portion of other long-term debt |
(2.1) |
|
|
(2.1) |
|
Total long-term indebtedness, less current portion |
$ |
1,899.4 |
|
|
$ |
1,411.2 |
|
Short-term Credit Facility
In April 2022, the Company entered into a
short-term revolving credit facility of €225.0 million with
Coöperatieve Rabobank U.A., or “Rabobank.” The €225.0 million (or
approximately $240.0 million) was borrowed on April 26, 2022, with
a maturity date of March 31, 2023. Interest accrues on amounts
outstanding under the credit facility, at the Company’s option, at
either (1) the secured overnight financing rate (“SOFR”) for
borrowings denominated in U.S. dollars or Euro Interbank Offered
Rate (“EURIBOR”) for borrowings denominated in Euros plus a margin
of 0.75%, 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%, or (iii) one-month
adjusted term SOFR plus 1.0%, plus a margin of 0.75%. The credit
facility contains covenants restricting, among other things, the
incurrence of indebtedness and the making of certain payments,
including dividends. The Company also has to fulfill financial
covenants with respect to a total debt to EBITDA ratio and an
interest coverage ratio.
0.800% Senior Notes Due 2028
On October 6, 2021, the Company issued
€600.0 million (or approximately $665.6 million as of
March 31, 2022) of senior notes at an issue price of 99.993%.
The notes mature on October 6, 2028, and interest is payable
annually, in arrears, at 0.800%. The notes contain covenants
restricting, among other things, the incurrence of certain secured
indebtedness. The senior notes are subject to both optional and
mandatory redemption in certain events.
Credit Facility
In October 2018, the Company entered into a
multi-currency revolving credit facility of $800.0 million. The
credit facility expires on October 17, 2023. Interest accrues on
amounts outstanding under the credit facility, at the Company’s
option, at either (1) LIBOR plus a margin ranging from 0.875% to
1.875% based on the Company’s credit rating, 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 0.875% based on the Company’s credit rating. As of
March 31, 2022 the Company had $600.0 million of
outstanding borrowings under the revolving credit facility and had
the ability to borrow approximately $200.0 million under the
revolving credit facility. During April 2022, the Company borrowed
$200.0 million under its revolving credit facility. As of
December 31, 2021 the Company had no outstanding borrowings
under the revolving credit facility and had the ability to borrow
approximately $800.0 million under the facility.
On April 9, 2020, the Company entered into
an amendment to its credit facility to include incremental term
loans (“2020 term loans”) that allow the Company to borrow
aggregate principal amounts of €235.0 million and $267.5
million (or an aggregate of approximately $528.2 million as of
March 31, 2022). Amounts can be drawn incrementally at any
time prior to maturity, but must be drawn down proportionately.
Amounts drawn must be in a minimum principal amount of $100.0
million and integral multiples of $50.0 million in excess
thereof. Once amounts have been repaid, those amounts are not
permitted to be re-drawn. The maturity date of the 2020 term loans
was April 8, 2022. On April 15, 2020, the Company borrowed
€117.5 million and $133.8 million
of 2020 term loans. There were no other borrowings on the 2020 term
loans subsequent to
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
the initial borrowings in April 2020. On February 16, 2021, the
Company repaid the 2020 term loans of €117.5 million and
$133.8 million
(or an aggregate of approximately $276.0 million as of
February 16, 2021). As of March 31, 2022, the Company had the
ability to borrow €117.5 million and $133.7 million (or an
aggregate of approximately $264.0 million) of the 2020 term
loans.
As described above, the Company’s credit
facility allows it to select from among various interest rate
options. Due to the phase-out of LIBOR, LIBOR-based rates no longer
will be available for borrowings denominated in U.S. dollars after
December 31, 2022, and already are not available for loans
denominated in other currencies. The interest rates reflected in
the Company’s credit facility were designed to accommodate the
discontinuation of LIBOR-based rates and a shift to SOFR or a base
rate, and, as such, the Company does not believe that moving to
other rates will have a materially adverse effect on the Company’s
results of operations or financial position. In addition, the
credit facility agreement also provides for an expedited amendment
process once a replacement for LIBOR is established, which the
Company may elect to utilize to add additional interest-rate
alternatives.
1.002% Senior Term Loan Due 2025
On January 25, 2019, the Company borrowed
€250.0 million (or approximately $277.3 million as of
March 31, 2022) from the European Investment Bank. The loan
matures on January 24, 2025. The Company is permitted to prepay the
term loan before its maturity date. Interest is payable on the term
loan at 1.002% per annum, payable semi-annually in
arrears.
Senior Term Loans Due Between 2023 and 2028
In October 2016, the Company borrowed an
aggregate amount of €375.0 million through a group of seven related
term loan agreements, and in August 2018, the Company borrowed
an additional aggregate amount of €338.0 million through
a group of another seven related term loan agreements. Of the
2016 term loans, the Company repaid an aggregate amount of €56.0
million (or approximately $61.1 million) upon maturity of two term
loan agreements in October 2019. Additionally, the Company repaid
€192.0 million (or approximately $223.8 million as of October 19,
2021) upon maturity of two 2016 senior term loans in October 2021.
In August 2021, prior to the issuance of the senior notes due 2028,
the Company repaid two of its 2018 senior term loans upon maturity
with an aggregate amount of €72.0 million (or approximately $85.5
million as of August 1, 2021). On February 1, 2022, the Company
repaid €72.5 million (or approximately $81.7 million) of one of its
2018 senior term loans due August 2023 with existing cash on
hand.
In aggregate, as of March 31, 2022,
the Company had indebtedness of €320.5 million (or approximately
$355.5 million as of March 31, 2022) through a group of
seven remaining related term loan agreements. The provisions of the
term loan agreements are substantially identical, with the
exception of interest rate terms and maturities. As of
March 31, 2022, for the term loans with a fixed interest rate,
interest is payable in arrears on an annual basis, with interest
rates ranging from 0.90% to 2.26% and maturity dates between August
2023 and August 2028. For the term loans with a floating interest
rate, interest is payable in arrears on a semi-annual basis, with
interest rates based on the EURIBOR plus a margin ranging from
1.10% to 1.25% and maturity dates between October 2023 and August
2025.
Short-Term Borrowings
As
of March 31, 2022 and December 31, 2021, the Company had
short-term borrowings due within one year of approximately $93.2
million and $90.8 million, respectively.
Standby Letters of Credit and Similar Instruments
The Company has arrangements with various
banks to issue standby letters of credit or similar instruments,
which guarantee the Company’s obligations for the purchase or sale
of certain inventories and for potential claims exposure for
insurance coverage. At both March 31, 2022 and
December 31, 2021, outstanding letters of credit totaled
approximately $14.6 million.
7. RECOVERABLE INDIRECT TAXES
The Company’s Brazilian operations incur
value added taxes (“VAT”) on certain purchases of raw materials,
components and services. These taxes are accumulated as tax credits
and create assets that are reduced by the VAT collected from the
Company’s sales in the Brazilian market. The Company regularly
assesses the recoverability of these tax credits, and
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
establishes reserves when necessary against them, through analyses
that include, amongst others, the history of realization, the
transfer of tax credits to third parties as authorized by the
government, anticipated changes in the supply chain and the future
expectation of tax debits from the Company’s ongoing
operations. The Company believes that these tax credits, net
of established reserves, are realizable. The Company had recorded
approximately $142.3 million and $114.4 million, respectively, of
VAT tax credits, net of reserves, as of March 31, 2022 and
December 31, 2021.
8. INVENTORIES
Inventories
at March 31, 2022 and December 31, 2021 were as follows
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Finished goods |
$ |
857.1 |
|
|
$ |
718.2 |
|
Repair and replacement parts |
747.0 |
|
|
697.8 |
|
Work in process |
593.0 |
|
|
282.8 |
|
Raw materials |
1,062.6 |
|
|
894.9 |
|
Inventories, net |
$ |
3,259.7 |
|
|
$ |
2,593.7 |
|
9. PRODUCT WARRANTY
The warranty reserve activity for the three
months ended March 31, 2022 and 2021, including deferred
revenue associated with the Company's extended warranties that have
been sold, was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Balance at beginning of period |
$ |
592.5 |
|
|
$ |
521.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals for warranties issued during the period |
83.3 |
|
|
93.3 |
|
|
|
|
|
Settlements made (in cash or in kind) during the period |
(57.7) |
|
|
(55.3) |
|
|
|
|
|
Foreign currency translation |
(3.6) |
|
|
(17.8) |
|
|
|
|
|
Balance at March 31 |
$ |
614.5 |
|
|
$ |
542.0 |
|
|
|
|
|
The Company’s agricultural equipment
products generally are warranted against defects in material 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 $519.6 million, $492.7 million and $450.0 million of
warranty reserves are included in “Accrued expenses” in the
Company’s Condensed Consolidated Balance Sheets as of
March 31, 2022, December 31, 2021 and March 31,
2021, respectively. Approximately $94.9 million, $99.8 million and
$92.0 million of warranty reserves are included in “Other
noncurrent liabilities” in the Company’s Condensed Consolidated
Balance Sheets as of March 31, 2022, December 31, 2021,
and March 31, 2021, respectively.
The Company recognizes recoveries of the
costs associated with warranties it provides when the collection is
probable. When specifics of the recovery have been agreed upon with
the Company’s suppliers through confirmation of liability for the
recovery, the Company records the recovery within “Accounts and
notes receivable, net.” Estimates of the amount of warranty claim
recoveries to be received from the Company’s suppliers based upon
contractual supplier arrangements are recorded within “Other
current assets.”
10. NET INCOME PER COMMON SHARE
Basic
net income per common share is computed by dividing net income by
the weighted average number of common shares outstanding during
each period. Diluted net income per common share assumes the
exercise of outstanding SSARs and the vesting of performance share
awards and RSUs using the treasury stock method when the effects of
such assumptions are dilutive.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
A reconciliation of net income attributable
to AGCO Corporation and subsidiaries and weighted average common
shares outstanding for purposes of calculating basic and diluted
net income per share for the three months ended March 31, 2022
and 2021 is as follows (in millions, except per share
data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Basic net income per share: |
|
|
|
|
|
|
|
Net income attributable to AGCO Corporation and
subsidiaries |
$ |
151.8 |
|
|
$ |
150.8 |
|
|
|
|
|
Weighted average number of common shares outstanding |
74.6 |
|
|
75.3 |
|
|
|
|
|
Basic net income per share attributable to AGCO Corporation and
subsidiaries |
$ |
2.03 |
|
|
$ |
2.00 |
|
|
|
|
|
Diluted net income per share: |
|
|
|
|
|
|
|
Net income attributable to AGCO Corporation and
subsidiaries |
$ |
151.8 |
|
|
$ |
150.8 |
|
|
|
|
|
Weighted average number of common shares outstanding |
74.6 |
|
|
75.3 |
|
|
|
|
|
Dilutive SSARs, performance share awards and RSUs |
0.3 |
|
|
0.6 |
|
|
|
|
|
Weighted average number of common shares and common share
equivalents outstanding for purposes of computing diluted net
income per share
|
74.9 |
|
|
75.9 |
|
|
|
|
|
Diluted net income per share attributable to AGCO Corporation and
subsidiaries |
$ |
2.03 |
|
|
$ |
1.99 |
|
|
|
|
|
There were no SSARs outstanding for the
three months ended March 31, 2022 and 2021 that had an
antidilutive impact.
11. INCOME TAXES
At March 31, 2022 and
December 31, 2021, the Company had approximately $256.5
million and $246.4 million, respectively, of gross unrecognized
income tax benefits, all of which would affect the Company’s
effective tax rate if recognized. Gross unrecognized income tax
benefits as of March 31, 2022 and December 31, 2021
exclude certain indirect favorable effects that relate to other tax
jurisdictions of approximately $61.5 million and $70.2 million,
respectively. In addition, the gross unrecognized income tax
benefits as of March 31, 2022 and December 31, 2021
exclude certain deposits made in a foreign jurisdiction of
approximately $46.8 million and $6.7 million, respectively,
associated with an ongoing audit. At March 31, 2022 and
December 31, 2021, the Company had approximately $12.7 million
and $40.1 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, reflected in “Other current
liabilities” in the Company’s Condensed Consolidated Balance
Sheets. At March 31, 2022 and December 31, 2021, the
Company had approximately $234.3 million and
$196.7 million, respectively, of accrued taxes and
approximately $9.5 million and $9.6 million, respectively, of
deferred taxes related to uncertain tax positions that it expects
to settle or pay beyond 12 months, reflected in “Other noncurrent
liabilities” and “Deferred tax liabilities,” respectively, in the
Company’s Condensed Consolidated Balance Sheets. The Company
accrues interest and penalties related to unrecognized tax benefits
in its provision for income taxes. At March 31, 2022 and
December 31, 2021, the Company had accrued interest and
penalties related to unrecognized tax benefits of approximately
$31.7 million and $32.7 million, respectively. Generally, tax years
2016 through 2021 remain open to examination by taxing authorities
in the United States and certain other foreign tax
jurisdictions. The Company and its subsidiaries are routinely
examined by tax authorities in the United States and in various
state, local and foreign jurisdictions. As of March 31,
2022, a number of income tax examinations in foreign jurisdictions
are ongoing.
The Company maintains a valuation allowance
to fully reserve against its net deferred tax assets in certain
foreign jurisdictions. A valuation allowance is established when it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. The Company regularly assesses the
likelihood that its deferred tax assets will be recovered from
estimated future taxable income and available tax planning
strategies and has determined that all adjustments to the valuation
allowances have been 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.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
12. DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES
Derivative Transactions Designated as Hedging
Instruments
Cash Flow Hedges
Foreign Currency Contracts
The Company uses cash flow hedges to
minimize the variability in cash flows of assets or liabilities or
forecasted transactions caused by fluctuations in foreign currency
exchange rates. The changes in the fair values of these cash flow
hedges are recorded in accumulated other comprehensive loss and are
subsequently reclassified into “Cost of goods sold” during the
period the sales and purchases are recognized. These amounts offset
the effect of the changes in foreign currency rates on the related
sale and purchase transactions.
During 2022 and 2021, 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
approximately $235.9 million as of March 31, 2022. The
Company did not have any derivatives that were designated as cash
flow hedges related to foreign currency contracts as of December
31, 2021.
Steel Commodity Contracts
During 2022 and 2021, the Company
designated certain steel commodity contracts as cash flow hedges of
expected future purchases of steel. The total notional value of
derivatives that were designated as cash flow hedges was
approximately $21.6 million and $31.9 million as of
March 31, 2022 and December 31, 2021,
respectively.
The following tables summarize the
after-tax impact that changes in the fair value of derivatives
designated as cash flow hedges had on accumulated other
comprehensive loss and net income during the three months ended
March 31, 2022 and 2021 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized in Net Income |
|
|
Three Months Ended March 31, |
Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss |
|
Classification of Gain (Loss) |
|
Gain (Loss) Reclassified from Accumulated
Other Comprehensive Loss into Income |
|
Total Amount of the Line Item in the Condensed Consolidated
Statements of Operations Containing Hedge Gains
(Losses) |
2022 |
|
|
|
|
|
|
|
Foreign currency contracts(1)
|
$ |
(3.8) |
|
|
Cost of goods sold |
|
$ |
(0.1) |
|
|
$ |
2,054.4 |
|
Commodity contracts(2)
|
1.4 |
|
|
Cost of goods sold |
|
1.0 |
|
|
$ |
2,054.4 |
|
Total |
$ |
(2.4) |
|
|
|
|
$ |
0.9 |
|
|
|
2021 |
|
|
|
|
|
|
|
Foreign currency contracts |
$ |
(6.8) |
|
|
Cost of goods sold |
|
$ |
(3.7) |
|
|
$ |
1,808.2 |
|
Commodity contracts |
7.8 |
|
|
Cost of goods sold |
|
— |
|
|
1,808.2 |
|
Total |
$ |
1.0 |
|
|
|
|
$ |
(3.7) |
|
|
|
(1)
The outstanding contracts as of March 31, 2022 range in
maturity through December 2022.
(2)
The outstanding contracts as of March 31, 2022 range in
maturity through August 2022.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
The following table summarizes the activity
in accumulated other comprehensive loss related to the derivatives
held by the Company during the three months ended March 31,
2022 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before-Tax Amount |
|
Income Tax |
|
After-Tax Amount |
Accumulated derivative net losses as of December 31,
2021 |
|
$ |
(0.5) |
|
|
$ |
(0.1) |
|
|
$ |
(0.4) |
|
Net changes in fair value of derivatives |
|
(3.1) |
|
|
(0.7) |
|
|
(2.4) |
|
Net gains reclassified from accumulated other comprehensive loss
into income |
|
(1.2) |
|
|
(0.3) |
|
|
(0.9) |
|
Accumulated derivative net losses as of March 31, 2022 |
|
$ |
(4.8) |
|
|
$ |
(1.1) |
|
|
$ |
(3.7) |
|
As
of March 31, 2022, approximately $2.4 million of
derivatives net losses, before taxes, remain in accumulated other
comprehensive loss held by the Company related to commodity
contracts, as the inventory associated with the losses had not yet
been sold.
Net Investment Hedges
The Company uses non-derivative and
derivative instruments to hedge a portion of its net investment in
foreign operations against adverse movements in exchange rates. For
instruments that are designated as hedges of net investments in
foreign operations, changes in the fair value of the derivative
instruments are recorded in foreign currency translation
adjustments, a component of accumulated other comprehensive loss,
to offset changes in the value of the net investments being hedged.
When the net investment in foreign operations is sold or
substantially liquidates, the amounts recorded in accumulated other
comprehensive loss are reclassified to earnings. To the extent
foreign currency denominated debt is de-designated from a net
investment hedge relationship, changes in the value of the foreign
currency denominated debt are recorded in earnings through the
maturity date.
In January 2018, the Company entered into a
cross currency swap contract as a hedge of its net investment in
foreign operations to offset foreign currency translation gains or
losses on the net investment. The cross currency swap expired on
January 19, 2021. At maturity of the cross currency swap contract,
the Company delivered the notional amount of approximately €245.7
million (or approximately $297.1 million as of January 19, 2021)
and received $300.0 million from the counterparties, resulting
in a gain of approximately $2.9 million that was recognized in
accumulated other comprehensive loss. The Company received
quarterly interest payments from the counterparties based on a
fixed interest rate until the maturity of the cross currency
swap.
On January 29, 2021, the Company entered
into a new cross currency swap contract as a hedge of its net
investment in foreign operations to offset foreign currency
translation gains or losses on the net investment. The cross
currency swap has an expiration date of January 29, 2028. At
maturity of the cross currency swap contract, the Company will
deliver the notional amount of approximately €247.9 million (or
approximately $275.0 million as of March 31, 2022) and will
receive $300.0 million from the counterparties. The Company
will receive quarterly interest payments from the counterparties
based on a fixed interest rate until the maturity of the cross
currency swap.
The following table summarizes the notional
values of the instrument designated as a net investment hedge
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount as of |
|
March 31, 2022 |
|
December 31, 2021 |
Cross currency swap contract |
$ |
300.0 |
|
|
$ |
300.0 |
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
The following table summarizes the changes
in the fair value of the cross currency swap contract designated as
a net investment hedge during the three months ended March 31,
2022 and 2021 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized in Accumulated
Other Comprehensive Loss for the Three Months Ended |
|
|
|
Before-Tax Amount |
|
Income Tax |
|
After-Tax Amount |
|
|
|
|
March 31, 2022 |
$ |
4.2 |
|
|
$ |
1.1 |
|
|
$ |
3.1 |
|
|
|
|
|
March 31, 2021 |
(4.1) |
|
|
— |
|
|
(4.1) |
|
|
|
|
|
Derivative Transactions Not Designated as Hedging
Instruments
During 2022 and 2021, 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. Gains and losses on such
contracts are substantially offset by losses and gains on the
remeasurement of the underlying asset or liability being hedged and
are immediately recognized into earnings. As of March 31, 2022
and December 31, 2021, the Company had outstanding foreign
currency contracts with a notional amount of approximately $3,360.9
million and $3,681.9 million, respectively.
The following table summarizes the impact
that changes in the fair value of derivatives not designated as
hedging instruments had on net income (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Gain Recognized in Net Income for the Three Months
Ended |
|
|
|
Classification of (Loss)
Gain
|
|
March 31, 2022 |
|
March 31, 2021 |
|
|
|
|
Foreign currency contracts |
Other expense, net |
|
$ |
(13.8) |
|
|
$ |
34.4 |
|
|
|
|
|
The table below sets forth the fair value
of derivative instruments as of March 31, 2022 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives as of
March 31, 2022 |
|
Liability Derivatives as of
March 31, 2022 |
|
Balance Sheet Location |
|
Fair Value |
|
Balance Sheet Location |
|
Fair Value |
Derivative instruments designated as hedging
instruments: |
|
|
|
|
|
|
|
Foreign currency contracts |
Other current assets |
|
$ |
1.3 |
|
|
Other current liabilities |
|
$ |
6.3 |
|
Commodity contracts |
Other current assets |
|
3.2 |
|
|
Other current liabilities |
|
0.7 |
|
|
|
|
|
|
|
|
|
Cross currency swap contract |
Other noncurrent assets |
|
16.7 |
|
|
Other noncurrent liabilities |
|
— |
|
Derivative instruments not designated as hedging
instruments: |
|
|
|
|
|
|
|
Foreign currency contracts(1)
|
Other current assets |
|
10.9 |
|
|
Other current liabilities |
|
22.7 |
|
Total derivative instruments |
|
|
$ |
32.1 |
|
|
|
|
$ |
29.7 |
|
(1)
The outstanding contracts as of March 31, 2022 range in maturity
through October 2022.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
The table below sets forth the fair value
of derivative instruments as of December 31, 2021 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives as of
December 31, 2021 |
|
Liability Derivatives as of
December 31, 2021 |
|
Balance Sheet Location |
|
Fair Value |
|
Balance Sheet Location |
|
Fair Value |
Derivative instruments designated as hedging
instruments: |
|
|
|
|
|
|
|
Foreign currency contracts |
Other current assets |
|
$ |
— |
|
|
Other current liabilities |
|
$ |
— |
|
Commodity contracts |
Other current assets |
|
0.2 |
|
|
Other current liabilities |
|
2.0 |
|
Cross currency swap contract |
Other noncurrent assets |
|
12.5 |
|
|
Other noncurrent liabilities |
|
— |
|
Derivative instruments not designated as hedging
instruments: |
|
|
|
|
|
|
|
Foreign currency contracts(1)
|
Other current assets |
|
15.1 |
|
|
Other current liabilities |
|
5.1 |
|
Total derivative instruments |
|
|
$ |
27.8 |
|
|
|
|
$ |
7.1 |
|
(1)
The outstanding contracts as of December 31, 2021 range in maturity
through October 2022.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
13. CHANGES IN STOCKHOLDERS’
EQUITY
The
following tables set forth changes in stockholders’ equity
attributed to AGCO Corporation and its subsidiaries and to
noncontrolling interests for the three months ended March 31,
2022 and 2021 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total Stockholders’
Equity |
Balance, December 31, 2021 |
$ |
0.7 |
|
|
$ |
3.9 |
|
|
$ |
5,182.2 |
|
|
$ |
(1,770.9) |
|
|
$ |
27.9 |
|
|
$ |
3,443.8 |
|
Stock compensation |
— |
|
|
7.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
7.0 |
|
Issuance of stock awards
|
— |
|
|
(7.0) |
|
|
(12.9) |
|
|
— |
|
|
— |
|
|
(19.9) |
|
SSARs exercised |
— |
|
|
(1.0) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.0) |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
151.8 |
|
|
— |
|
|
(14.8) |
|
|
137.0 |
|
Other comprehensive loss, net of reclassification
adjustments: |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
— |
|
|
— |
|
|
— |
|
|
137.5 |
|
|
0.8 |
|
|
138.3 |
|
Defined benefit pension plans, net of tax |
— |
|
|
— |
|
|
— |
|
|
1.7 |
|
|
— |
|
|
1.7 |
|
Deferred gains and losses on derivatives, net of tax
|
— |
|
|
— |
|
|
— |
|
|
(3.3) |
|
|
— |
|
|
(3.3) |
|
Payment of dividends to stockholders |
— |
|
|
— |
|
|
(14.9) |
|
|
— |
|
|
— |
|
|
(14.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to noncontrolling interest |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(13.8) |
|
|
(13.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2022 |
$ |
0.7 |
|
|
$ |
2.9 |
|
|
$ |
5,306.2 |
|
|
$ |
(1,635.0) |
|
|
$ |
0.1 |
|
|
$ |
3,674.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total Stockholders’
Equity |
Balance, December 31, 2020 |
$ |
0.8 |
|
|
$ |
30.9 |
|
|
$ |
4,759.1 |
|
|
$ |
(1,810.8) |
|
|
$ |
38.0 |
|
|
$ |
3,018.0 |
|
Stock compensation |
— |
|
|
6.8 |
|
|
— |
|
|
— |
|
|
— |
|
|
6.8 |
|
Issuance of stock awards
|
— |
|
|
(29.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
(29.5) |
|
SSARs exercised |
— |
|
|
(2.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2.5) |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
150.8 |
|
|
— |
|
|
0.6 |
|
|
151.4 |
|
Other comprehensive loss, net of reclassification
adjustments: |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
— |
|
|
— |
|
|
— |
|
|
(46.9) |
|
|
(0.4) |
|
|
(47.3) |
|
Defined benefit pension plans, net of tax
|
— |
|
|
— |
|
|
— |
|
|
35.1 |
|
|
— |
|
|
35.1 |
|
Deferred gains and losses on derivatives, net of tax
|
— |
|
|
— |
|
|
— |
|
|
4.7 |
|
|
— |
|
|
4.7 |
|
Payment of dividends to stockholders
|
— |
|
|
— |
|
|
(12.0) |
|
|
— |
|
|
— |
|
|
(12.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021 |
$ |
0.8 |
|
|
$ |
5.7 |
|
|
$ |
4,897.9 |
|
|
$ |
(1,817.9) |
|
|
$ |
38.2 |
|
|
$ |
3,124.7 |
|
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
Total comprehensive (loss) income
attributable to noncontrolling interests for the three months ended
March 31, 2022 and 2021 was as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Net (loss) income |
$ |
(14.8) |
|
|
$ |
0.6 |
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
Foreign currency translation adjustments |
0.8 |
|
|
(0.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss) income |
$ |
(14.0) |
|
|
$ |
0.2 |
|
|
|
|
|
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 three
months ended March 31, 2022 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Pension Plans |
|
Deferred Net (Losses) Gains on Derivatives |
|
Cumulative Translation Adjustment |
|
Total |
Accumulated other comprehensive loss,
December 31, 2021
|
$ |
(230.4) |
|
|
$ |
(0.4) |
|
|
$ |
(1,540.1) |
|
|
$ |
(1,770.9) |
|
Other comprehensive income (loss) before
reclassifications |
— |
|
|
(2.4) |
|
|
137.5 |
|
|
135.1 |
|
Net losses (gains) reclassified from accumulated other
comprehensive loss |
1.7 |
|
|
(0.9) |
|
|
— |
|
|
0.8 |
|
Other comprehensive income (loss), net of reclassification
adjustments |
1.7 |
|
|
(3.3) |
|
|
137.5 |
|
|
135.9 |
|
Accumulated other comprehensive loss,
March 31, 2022
|
$ |
(228.7) |
|
|
$ |
(3.7) |
|
|
$ |
(1,402.6) |
|
|
$ |
(1,635.0) |
|
The following table sets forth
reclassification adjustments out of accumulated other comprehensive
loss by component attributed to AGCO Corporation and its
subsidiaries for the three months ended March 31, 2022 and
2021 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount Reclassified from Accumulated Other Comprehensive
Loss |
|
Affected Line Item within the Condensed Consolidated
Statements of Operations |
Details about Accumulated Other Comprehensive Loss
Components |
|
Three Months Ended March 31, 2022(1)
|
|
Three Months Ended March 31, 2021(1)
|
|
Derivatives: |
|
|
|
|
|
|
Net losses on foreign currency contracts |
|
$ |
0.1 |
|
|
$ |
3.4 |
|
|
Cost of goods sold |
Net gains on commodity contracts |
|
$ |
(1.3) |
|
|
$ |
— |
|
|
Cost of goods sold |
|
|
|
|
|
|
|
Reclassification before tax |
|
(1.2) |
|
|
3.4 |
|
|
|
|
|
0.3 |
|
|
0.3 |
|
|
Income tax provision |
Reclassification net of tax |
|
$ |
(0.9) |
|
|
$ |
3.7 |
|
|
|
|
|
|
|
|
|
|
Defined benefit pension plans: |
|
|
|
|
|
|
Amortization of net actuarial losses |
|
$ |
2.2 |
|
|
$ |
4.0 |
|
|
Other expense, net(2)
|
Amortization of prior service cost |
|
0.2 |
|
|
0.5 |
|
|
Other expense, net(2)
|
Reclassification before tax |
|
2.4 |
|
|
4.5 |
|
|
|
|
|
(0.7) |
|
|
(0.6) |
|
|
Income tax provision |
Reclassification net of tax |
|
$ |
1.7 |
|
|
$ |
3.9 |
|
|
|
|
|
|
|
|
|
|
Net losses reclassified from accumulated other comprehensive
loss |
|
$ |
0.8 |
|
|
$ |
7.6 |
|
|
|
(1) Losses (gains) included within the Condensed Consolidated
Statements of Operations for the three months ended March 31,
2022 and 2021, respectively.
(2) These accumulated other comprehensive loss components are
included in the computation of net periodic pension and
postretirement benefit cost. See Note 15 for additional information
on the Company’s defined benefit pension plans.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
In November 2021, the Company entered into
an accelerated share repurchase (“ASR”) agreement with a financial
institution to repurchase an aggregate of $60.0 million shares of
its common stock. The Company received 393,733 shares in this
transaction as of December 31, 2021. On January 19, 2022, the
Company received an additional 113,824 shares upon final settlement
of its November 2021 ASR agreement. All shares received under the
ASR agreement discussed above were retired upon receipt and the
excess of the purchase price over par value per share was recorded
to a combination of “Additional paid-in capital” and “Retained
earnings” within the Company’s Condensed Consolidated Balance
Sheets.
As of March 31, 2022, the remaining
amount authorized to be repurchased under board-approved share
repurchase authorizations was approximately $110.0 million, which
has no expiration date.
Dividends
On April 28, 2022, the Company's Board of
Directors approved an increase to its quarterly dividend commencing
in the second quarter of 2022 by 20% to $0.24 per common share and
declared a special dividend of $4.50 per common share that will be
paid during the second quarter of 2022.
14. ACCOUNTS RECEIVABLE SALES
AGREEMENTS
The Company has accounts receivable sales
agreements that permit the sale, on an ongoing basis, of a majority
of its wholesale receivables in North America, Europe and Brazil to
its U.S., Canadian, European and Brazilian finance joint ventures.
As of March 31, 2022 and December 31, 2021, the cash
received from receivables sold under the U.S., Canadian, European
and Brazilian accounts receivable sales agreements was
approximately $1.2 billion and $1.3 billion,
respectively.
Under the terms of the accounts receivable
sales agreements in North America, Europe and Brazil, the Company
pays an annual fee related to the servicing of the receivables
sold. The Company also pays the respective AGCO Finance entities a
subsidized interest payment with respect to the accounts receivable
sales agreements, calculated based upon LIBOR plus a margin on any
non-interest bearing accounts receivable outstanding and sold under
the accounts receivable sales agreements. Following the phase out
of LIBOR-denominated rates, the Company expects this funding to be
based upon the interest rate charged by Rabobank to its affiliate,
which, in turn, such affiliate then lends to the AGCO Finance
entities plus an agreed-upon margin.
These fees are reflected within losses on the sales of receivables
included within “Other expense, net” in the Company’s Condensed
Consolidated Statements of Operations. The Company does not service
the receivables after the sales occur and does not maintain any
direct retained interest in the receivables. The Company accounts
for the receivable sales agreements as off-balance sheet
transactions.
In addition, the Company sells certain
trade receivables under factoring arrangements to other financial
institutions around the world. As of March 31, 2022 and
December 31, 2021, the cash received from these arrangements
was approximately $181.2 million and $215.4 million,
respectively.
Losses on sales of receivables associated
with the accounts receivable sales agreements discussed above,
reflected within “Other expense, net” in the Company’s Condensed
Consolidated Statements of Operations, were approximately
$7.9 million and $4.6 million for the three months ended
March 31, 2022 and 2021, respectively.
The Company’s finance joint ventures in
Europe, Brazil and Australia also provide wholesale financing
directly to the Company’s dealers. 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
March 31, 2022 and December 31, 2021, these finance joint
ventures had approximately $87.8 million and $82.1 million,
respectively, of outstanding accounts receivable associated with
these arrangements. The Company accounts for these arrangements as
off-balance sheet transactions.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
15. PENSION AND POSTRETIREMENT BENEFIT
PLANS
Net periodic pension and postretirement
benefit cost for the Company’s defined pension and postretirement
benefit plans for the three months ended March 31, 2022 and
2021 are set forth below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
Pension benefits |
|
2022 |
|
2021 |
|
|
|
|
Service cost |
|
$ |
3.3 |
|
|
$ |
4.1 |
|
|
|
|
|
Interest cost |
|
4.0 |
|
|
3.2 |
|
|
|
|
|
Expected return on plan assets |
|
(4.6) |
|
|
(7.8) |
|
|
|
|
|
Amortization of net actuarial losses |
|
2.2 |
|
|
4.0 |
|
|
|
|
|
Amortization of prior service cost |
|
0.1 |
|
|
0.5 |
|
|
|
|
|
Curtailment(1)
|
|
— |
|
|
(1.2) |
|
|
|
|
|
Net periodic pension cost |
|
$ |
5.0 |
|
|
$ |
2.8 |
|
|
|
|
|
(1) During the three months ended March 31, 2021, the Company
amended its Executive Nonqualified Pension Plan (“ENPP”) to freeze
the plan as of December 31, 2024 to future salary benefit accruals,
and to eliminate a life-time annuity feature for participants
reaching age 65 subsequent to December 31, 2022. This amendment
resulted in a curtailment gain related to the ENPP's net prior
service credit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
Postretirement benefits |
|
2022 |
|
2021 |
|
|
|
|
Service cost |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
|
|
|
Interest cost |
|
0.2 |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
0.1 |
|
|
— |
|
|
|
|
|
Net periodic postretirement benefit cost |
|
$ |
0.4 |
|
|
$ |
0.3 |
|
|
|
|
|
The components of net periodic pension and
postretirement benefits cost, other than the service cost
component, are included in “Other expense, net” in the Company’s
Condensed Consolidated Statements of Operations.
The following table summarizes the activity
in accumulated other comprehensive loss related to the Company's
defined pension and postretirement benefit plans during the three
months ended March 31, 2022 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before-Tax Amount |
|
Income Tax |
|
After-Tax Amount |
Accumulated other comprehensive loss, December 31,
2021 |
$ |
(302.4) |
|
|
$ |
(72.0) |
|
|
$ |
(230.4) |
|
Amortization of net actuarial losses |
2.2 |
|
|
0.6 |
|
|
1.6 |
|
Amortization of prior service cost |
0.2 |
|
|
0.1 |
|
|
0.1 |
|
Accumulated other comprehensive loss as of March 31,
2022 |
$ |
(300.0) |
|
|
$ |
(71.3) |
|
|
$ |
(228.7) |
|
During the three months ended
March 31, 2022, the Company made approximately $10.6 million
of contributions to its defined pension benefit plans. The Company
currently estimates its minimum contributions for 2022 to its
defined pension benefit plans will aggregate approximately $36.4
million.
During the three months ended
March 31, 2022, the Company made approximately $0.3 million of
contributions to its postretirement health care and life insurance
benefit plans. The Company currently estimates that it will make
approximately $1.5 million of contributions to its postretirement
health care and life insurance benefit plans during
2022.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
16. 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.
The Company enters into foreign currency,
commodity and interest rate swap contracts. The fair values of the
Company’s derivative instruments are determined using discounted
cash flow valuation models. The significant inputs used in these
models are readily available in public markets, or can be derived
from observable market transactions, and therefore have been
classified as Level 2. Inputs used in these discounted cash flow
valuation models for derivative instruments include the applicable
exchange rates, forward rates or interest rates. Such models used
for option contracts also use implied volatility. See Note 12 for
additional information on the Company’s derivative instruments and
hedging activities.
Assets and liabilities measured at fair
value on a recurring basis as of March 31, 2022 and
December 31, 2021 are summarized below (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Derivative assets |
$ |
— |
|
|
$ |
32.1 |
|
|
$ |
— |
|
|
$ |
32.1 |
|
Derivative liabilities |
— |
|
|
29.7 |
|
|
— |
|
|
29.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Derivative assets |
$ |
— |
|
|
$ |
27.8 |
|
|
$ |
— |
|
|
$ |
27.8 |
|
Derivative liabilities |
— |
|
|
7.1 |
|
|
— |
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying amounts of long-term debt
under the Company’s 1.002% senior term loan due 2025 and senior
term loans due between 2023 and 2028 approximate fair value based
on the borrowing rates currently available to the Company for loans
with similar terms and average maturities. At March 31, 2022,
the estimated fair value of the Company's 0.800% senior notes due
2028, based on listed market values, was approximately €541.7
million (or approximately $600.9 million as of March 31,
2022), compared to the carrying value of €600.0 million (or
approximately $665.6 million as of March 31, 2022). See
Note 6 for additional information on the Company’s long-term
debt.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
17. 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 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 generally charged to each segment based on
the region and division where the expenses are incurred. As a
result, the components of income from operations for one segment
may not be comparable to another segment. Segment results for the
three months ended March 31, 2022 and 2021 and assets as of
March 31, 2022 and December 31, 2021 based on the
Company’s reportable segments are as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
North America |
|
South America |
|
Europe/Middle East |
|
Asia/Pacific/Africa |
|
Consolidated |
2022 |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
701.0 |
|
|
$ |
356.4 |
|
|
$ |
1,403.1 |
|
|
$ |
225.2 |
|
|
$ |
2,685.7 |
|
Income from operations |
|
54.8 |
|
|
46.1 |
|
|
162.3 |
|
|
34.0 |
|
|
297.2 |
|
Depreciation |
|
15.2 |
|
|
7.0 |
|
|
28.2 |
|
|
4.3 |
|
|
54.7 |
|
Capital expenditures |
|
15.7 |
|
|
10.0 |
|
|
39.2 |
|
|
1.4 |
|
|
66.3 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
611.1 |
|
|
$ |
240.5 |
|
|
$ |
1,327.2 |
|
|
$ |
199.9 |
|
|
$ |
2,378.7 |
|
Income from operations |
|
74.9 |
|
|
16.2 |
|
|
144.3 |
|
|
21.0 |
|
|
256.4 |
|
Depreciation |
|
15.6 |
|
|
6.6 |
|
|
28.4 |
|
|
4.2 |
|
|
54.8 |
|
Capital expenditures |
|
12.3 |
|
|
6.6 |
|
|
43.5 |
|
|
1.1 |
|
|
63.5 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
|
$ |
1,594.6 |
|
|
$ |
1,151.3 |
|
|
$ |
2,598.1 |
|
|
$ |
656.1 |
|
|
$ |
6,000.1 |
|
As of December 31, 2021 |
|
1,328.1 |
|
|
922.7 |
|
|
2,348.7 |
|
|
610.6 |
|
|
5,210.1 |
|
A reconciliation from the segment
information to the consolidated balances for income from operations
and total assets is set forth below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Segment income from operations |
$ |
297.2 |
|
|
$ |
256.4 |
|
|
|
|
|
Impairment charges |
(36.0) |
|
|
— |
|
|
|
|
|
Corporate expenses |
(32.2) |
|
|
(35.9) |
|
|
|
|
|
Amortization of intangibles |
(15.3) |
|
|
(17.5) |
|
|
|
|
|
Stock compensation expense |
(6.7) |
|
|
(6.5) |
|
|
|
|
|
Restructuring expenses |
(3.0) |
|
|
(1.3) |
|
|
|
|
|
Consolidated income from operations |
$ |
204.0 |
|
|
$ |
195.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Segment assets |
$ |
6,000.1 |
|
|
$ |
5,210.1 |
|
Cash, cash equivalents and restricted cash |
655.7 |
|
|
889.1 |
|
Investments in affiliates |
423.2 |
|
|
413.5 |
|
Deferred tax assets, other current and noncurrent
assets |
1,096.0 |
|
|
996.4 |
|
Intangible assets, net |
396.8 |
|
|
392.2 |
|
Goodwill |
1,304.7 |
|
|
1,280.8 |
|
Consolidated total assets |
$ |
9,876.5 |
|
|
$ |
9,182.1 |
|
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
18. COMMITMENTS AND
CONTINGENCIES
Off-Balance Sheet Arrangements
Guarantees
The Company maintains a remarketing
agreement with its U.S. finance joint venture, AGCO Finance
LLC, whereby the Company is obligated to repurchase up to $6.0
million of repossessed equipment each calendar year. The Company
believes that any losses that it might incur on the resale of this
equipment will not be material, due to the fair value of the
underlying equipment.
At March 31, 2022, the Company has
outstanding guarantees of indebtedness owed to related and third
parties of approximately $24.9 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 2027. Losses under such guarantees historically have
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. The
Company also has obligations to guarantee indebtedness owed to
certain of its finance joint ventures if dealers or end users
default on loans. Losses under such guarantees historically have
been insignificant, and the guarantees are not material. The
Company believes the credit risk associated with these guarantees
is not material.
In addition, at March 31, 2022, the
Company had accrued approximately $22.4 million of outstanding
guarantees of residual values that may be owed to its finance joint
ventures in the United States and Canada due upon expiration of
certain eligible operating leases between the finance joint
ventures and end users. The maximum potential amount of future
payments under these guarantees is approximately $174.4
million.
Leases
Lease payment amounts for operating and
finance leases with remaining terms greater than one year as of
March 31, 2022 and December 31, 2021 were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
|
Operating Leases(1)
|
|
Finance Leases |
|
Operating Leases(1)
|
|
Finance Leases |
2022 |
|
$ |
35.1 |
|
|
$ |
3.4 |
|
|
$ |
45.7 |
|
|
$ |
4.0 |
|
2023 |
|
39.1 |
|
|
0.8 |
|
|
36.2 |
|
|
0.9 |
|
2024 |
|
27.6 |
|
|
0.5 |
|
|
24.5 |
|
|
0.6 |
|
2025 |
|
19.9 |
|
|
0.4 |
|
|
17.3 |
|
|
0.4 |
|
2026 |
|
14.5 |
|
|
0.2 |
|
|
12.3 |
|
|
0.2 |
|
Thereafter |
|
52.3 |
|
|
6.4 |
|
|
39.1 |
|
|
6.3 |
|
Total lease payments |
|
188.5 |
|
|
11.7 |
|
|
175.1 |
|
|
12.4 |
|
Less: imputed interest(2)
|
|
(21.0) |
|
|
(2.3) |
|
|
(17.3) |
|
|
(2.5) |
|
|
|
|
|
|
|
|
|
|
Present value of leased liabilities |
|
$ |
167.5 |
|
|
$ |
9.4 |
|
|
$ |
157.8 |
|
|
$ |
9.9 |
|
(1) Operating lease payments include options to extend or terminate
at the Company's sole discretion, which are included in the
determination of lease term when they are reasonably certain to be
exercised.
(2) Calculated for each lease using either the implicit interest
rate or the incremental borrowing rate when the implicit interest
rate is not readily available.
Other
At March 31, 2022, the Company had
outstanding designated and non-designated foreign exchange
contracts with a gross notional amount of approximately $3,596.8
million. The outstanding contracts as of March 31, 2022 range
in maturity through December 2022. The Company also had outstanding
designated steel commodity contracts with a gross notional amount
of approximately $21.6 million that range in maturity through
August 2022.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
The Company sells a majority of its
wholesale receivables in North America, Europe and Brazil to its
U.S., Canadian, European and Brazilian finance joint ventures. The
Company also sells certain accounts receivable under factoring
arrangements to financial institutions around the world. The
Company accounts for the sale of such receivables as off-balance
sheet transactions.
Contingencies
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
March 31, 2022, not including interest and penalties, was
approximately 131.5 million Brazilian reais (or approximately
$27.8 million). The amount ultimately in dispute will be
significantly 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.
During 2017, the Company purchased
Precision Planting, which provides precision agricultural
technology solutions. In 2018, Deere & Company filed separate
complaints in the U.S. District Court of Delaware against the
Company and its Precision Planting subsidiary alleging that certain
products of those entities infringe certain patents of Deere. The
two complaints subsequently were consolidated into a single case,
Case No. 1:18-cv-00827-CFC (CONSOLIDATED), that currently is
scheduled for trial in July 2022. It is the Company’s position that
no patents have been, or are continuing to be, infringed, and the
Company is vigorously contesting the allegations in the complaint.
The Company has an indemnity right under the purchase agreement
related to the acquisition of Precision Planting from its previous
owner. Pursuant to that right, the previous owner of Precision
Planting currently is responsible for the litigation costs
associated with the complaint and is obligated to reimburse AGCO
for some or all of the damages in the event of an adverse outcome
in the litigation. In the event of an adverse outcome, the Company
estimates that the range of possible damages, based upon the advice
of third-party specialists, would be up to approximately $7.0
million. Deere & Company has provided an estimate of its
damages that is significantly higher than the Company estimates and
that the Company believes does not have merit.
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, are material to its business or financial
statements as a whole, including its results of operations and
financial condition.
19. REVENUE
Contract Liabilities
Contract liabilities relate to the
following: (1) unrecognized revenues where advance payment of
consideration precedes the Company’s performance with respect to
extended warranty and maintenance contracts and where the
performance obligation is satisfied over time, (2) unrecognized
revenues where advance payment of consideration precedes the
Company’s performance with respect to certain grain storage and
protein production systems and where the performance obligation is
satisfied over time and (3) unrecognized revenues where advance
payment of consideration precedes the Company’s performance with
respect to technology services and where the performance obligation
is satisfied over time.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
Significant changes in the balance of
contract liabilities for the three months ended March 31, 2022
and 2021 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2022 |
|
2021 |
Balance at beginning of period |
$ |
226.2 |
|
|
$ |
172.0 |
|
Advance consideration received |
43.0 |
|
|
57.1 |
|
Revenue recognized during the period for extended warranty
contracts, maintenance services and technology services |
(18.6) |
|
|
(13.0) |
|
Revenue recognized during the period related to grain storage and
protein production systems |
(14.6) |
|
|
(27.2) |
|
Foreign currency translation |
(3.6) |
|
|
(2.6) |
|
Balance at March 31 |
$ |
232.4 |
|
|
$ |
186.3 |
|
The contract liabilities are classified as
either “Accrued expenses” or “Other current liabilities” and “Other
noncurrent liabilities” in the Company’s Condensed Consolidated
Balance Sheets. During the three months ended March 31, 2022,
we recognized approximately $24.0 million of revenue that was
recorded as a contract liability at the beginning of 2022. During
the three months ended March 31, 2021, we recognized
approximately $25.7 million of revenue that was recorded as a
contract liability at the beginning of 2021.
Remaining Performance Obligations
The estimated revenues expected to be
recognized in the future related to performance obligations that
are unsatisfied (or partially unsatisfied) as of March 31,
2022 are $58.7 million for the remainder of 2022, $69.1 million in
2023, $42.5 million in 2024, $20.2 million in 2025 and $10.9
million thereafter, and relate primarily to extended warranty
contracts. The Company applied the practical expedient in ASU
2014-09 and has not disclosed information about remaining
performance obligations that have original expected durations of 12
months or less.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
Disaggregated Revenue
Net sales for the three months ended
March 31, 2022 disaggregated by primary geographical markets
and major products consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
South America |
|
Europe/Middle East(1)
|
|
Asia/Pacific/Africa |
|
Consolidated(1)
|
Primary geographical markets: |
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
570.3 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
570.3 |
|
Canada |
|
101.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
101.1 |
|
South America |
|
— |
|
|
352.9 |
|
|
— |
|
|
— |
|
|
352.9 |
|
Germany |
|
— |
|
|
— |
|
|
317.2 |
|
|
— |
|
|
317.2 |
|
France |
|
— |
|
|
— |
|
|
271.6 |
|
|
— |
|
|
271.6 |
|
United Kingdom and Ireland |
|
— |
|
|
— |
|
|
145.4 |
|
|
— |
|
|
145.4 |
|
Finland and Scandinavia |
|
— |
|
|
— |
|
|
197.0 |
|
|
— |
|
|
197.0 |
|
Other Europe |
|
— |
|
|
— |
|
|
438.6 |
|
|
— |
|
|
438.6 |
|
Middle East and Algeria |
|
— |
|
|
— |
|
|
33.4 |
|
|
— |
|
|
33.4 |
|
Africa |
|
— |
|
|
— |
|
|
— |
|
|
36.0 |
|
|
36.0 |
|
Asia |
|
— |
|
|
— |
|
|
— |
|
|
104.6 |
|
|
104.6 |
|
Australia and New Zealand |
|
— |
|
|
— |
|
|
— |
|
|
84.6 |
|
|
84.6 |
|
Mexico, Central America and Caribbean |
|
29.6 |
|
|
3.5 |
|
|
— |
|
|
— |
|
|
33.1 |
|
|
|
$ |
701.0 |
|
|
$ |
356.4 |
|
|
$ |
1,403.1 |
|
|
$ |
225.2 |
|
|
$ |
2,685.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Major products: |
|
|
|
|
|
|
|
|
|
|
Tractors |
|
$ |
251.9 |
|
|
$ |
206.6 |
|
|
$ |
915.1 |
|
|
$ |
125.4 |
|
|
$ |
1,499.0 |
|
Replacement parts |
|
94.6 |
|
|
38.2 |
|
|
286.1 |
|
|
26.7 |
|
|
445.6 |
|
Grain storage and protein production systems |
|
131.1 |
|
|
40.0 |
|
|
31.3 |
|
|
37.5 |
|
|
239.9 |
|
Combines, application equipment and other machinery |
|
223.4 |
|
|
71.6 |
|
|
170.6 |
|
|
35.6 |
|
|
501.2 |
|
|
|
$ |
701.0 |
|
|
$ |
356.4 |
|
|
$ |
1,403.1 |
|
|
$ |
225.2 |
|
|
$ |
2,685.7 |
|
(1) Rounding may impact the summation of amounts.
Notes to Condensed Consolidated Financial Statements -
Continued
(unaudited)
Net sales for the three months ended
March 31, 2021 disaggregated by primary geographical markets
and major products consisted of the following (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
South America |
|
Europe/Middle East |
|
Asia/Pacific/Africa |
|
Consolidated |
Primary geographical markets: |
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
498.7 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
498.7 |
|
Canada |
|
91.6 |
|
|
— |
|
|
— |
|
|
— |
|
|
91.6 |
|
South America |
|
— |
|
|
238.6 |
|
|
— |
|
|
— |
|
|
238.6 |
|
Germany |
|
— |
|
|
— |
|
|
345.5 |
|
|
— |
|
|
345.5 |
|
France |
|
— |
|
|
— |
|
|
215.5 |
|
|
— |
|
|
215.5 |
|
United Kingdom and Ireland |
|
— |
|
|
— |
|
|
128.4 |
|
|
— |
|
|
128.4 |
|
Finland and Scandinavia |
|
— |
|
|
— |
|
|
157.4 |
|
|
— |
|
|
157.4 |
|
Other Europe |
|
— |
|
|
— |
|
|
423.5 |
|
|
— |
|
|
423.5 |
|
Middle East and Algeria |
|
— |
|
|
— |
|
|
56.9 |
|
|
— |
|
|
56.9 |
|
Africa |
|
— |
|
|
— |
|
|
— |
|
|
25.8 |
|
|
25.8 |
|
Asia |
|
— |
|
|
— |
|
|
— |
|
|
102.3 |
|
|
102.3 |
|
Australia and New Zealand |
|
— |
|
|
— |
|
|
— |
|
|
71.8 |
|
|
71.8 |
|
Mexico, Central America and Caribbean |
|
20.8 |
|
|
1.9 |
|
|
— |
|
|
— |
|
|
22.7 |
|
|
|
$ |
611.1 |
|
|
$ |
240.5 |
|
|
$ |
1,327.2 |
|
|
$ |
199.9 |
|
|
$ |
2,378.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Major products: |
|
|
|
|
|
|
|
|
|
|
Tractors |
|
$ |
190.3 |
|
|
$ |
111.2 |
|
|
$ |
881.3 |
|
|
$ |
94.0 |
|
|
$ |
1,276.8 |
|
Replacement parts |
|
85.1 |
|
|
29.0 |
|
|
261.0 |
|
|
23.5 |
|
|
398.6 |
|
Grain storage and protein production systems |
|
106.4 |
|
|
21.6 |
|
|
29.1 |
|
|
56.9 |
|
|
214.0 |
|
Combines, application equipment and other machinery |
|
229.3 |
|
|
78.7 |
|
|
155.8 |
|
|
25.5 |
|
|
489.3 |
|
|
|
$ |
611.1 |
|
|
$ |
240.5 |
|
|
$ |
1,327.2 |
|
|
$ |
199.9 |
|
|
$ |
2,378.7 |
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Our operations are subject to the cyclical
nature of the agricultural industry. Sales of our equipment are
affected by, among other things, changes in net cash farm income,
farm land values, weather conditions, the demand for agricultural
commodities, commodity prices and general economic conditions. We
record sales when we sell equipment and replacement parts to our
independent dealers, distributors and other customers. To the
extent possible, 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 manufacturing operations and to
minimize our investment in inventories. However, retail sales by
dealers to farmers are highly seasonal and largely are a function
of the timing of the planting and harvesting seasons. As a result,
our net sales historically have been the lowest in the first
quarter and have increased in subsequent quarters.
The COVID-19 pandemic and other economic
and geopolitical factors, including inflation and the conflict in
Ukraine, continue to create volatility in the global economy,
including employment disruptions, supply chain constraints and
delays in deliveries, as well as logistics interruptions. These
factors along with increasing industrial demand are negatively
affecting production levels, particularly caused by delays in the
receipts of parts and components. Supply chain issues of particular
concern include a wide range of parts and components with a portion
arising from the global semiconductor shortage. We may continue to
face supplier bottlenecks and delays in all regions as well as
challenges with freight logistics, and we continue to work to
mitigate the impact of these issues in order to meet end-market
demand.
On May 5, 2022, we discovered that we had
been subject to a ransomware cyber attack. Upon becoming aware of
the attack and in order to minimize any damage to our information
technology environment, we suspended the use of several key
systems, which, in turn, resulted in the closing of a majority of
our production sites and parts operations. Our efforts to restore
our systems and business operations are ongoing. Currently we
anticipate restarting some the effected production sites and parts
operations at the end of the week of May 9, 2022, with the balance
progressively restarting during the week of May 16, 2022, although
damage from the attack could require more in-depth, and lengthy,
remediation and recovery than currently is expected. We have not
fully assessed the impact of the attack, although we expect to be
able to mitigate its effects on our operating results by increasing
production over the remainder of 2022.
RESULTS OF OPERATIONS
For the three months ended March 31,
2022, we generated net income of approximately $151.8 million, or
$2.03 per share, compared to approximately $150.8 million, or $1.99
per share, for the same period in 2021.
Net sales during the three months ended
March 31, 2022 were approximately $2,685.7 million, which were
approximately 12.9% higher than the same period in 2021. This
increase was primarily the result of robust end-market demand and
favorable pricing during the three months ended March 31, 2022
compared to the same period in 2021. Regionally, net sales were
higher in all regions for the three months ended March 31,
2022 compared to 2021.
Income from operations for the three months
ended March 31, 2022 was approximately $204.0 million compared
to approximately $195.2 million for the same period in 2021.
This increase was primarily the result of higher net sales and
production volumes during the three months ended March 31,
2022, which helped to offset material, freight and labor cost
inflation compared to the same period in 2021. Income from
operations for the three months ended March 31, 2022 was also
impacted by impairment charges recorded during the first quarter
related to our joint ventures in Russia of approximately
$36.0 million, as discussed below.
Regionally, income from operations in our
Europe/Middle East (“EME”) region increased for the three months
ended March 31, 2022 compared to the same period in 2021,
primarily due to higher net sales and production volumes. In our
North American region, income from operations decreased for the
three months ended March 31, 2022 compared to the same period
in 2021. The decrease was primarily due to a weaker sales mix
primarily caused by chip-related supply chain constraints related
to our Precision Planting business, as well as the impact of higher
production costs. In our South American region, income from
operations increased in the three months ended March 31, 2022
compared to the same period in 2021. The increase reflects
significant increases in end-market demand and a favorable sales
mix. In our Asia/Pacific/African (“APA”) region, income from
operations increased for the three months ended March 31, 2022
compared to the same period in 2021, primarily due to higher net
sales and a richer sales mix.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
(continued)
Industry Market Conditions
Agricultural commodity prices continue to
support favorable farm fundamentals resulting in strong demand for
machinery. Despite favorable demand, supply chain constraints and
limited global industry production have negatively impacted the
level of retail sales in the first quarter of 2022. Future demand
for agricultural equipment will be influenced by farm income, which
is a function of commodity and protein prices, crop yields and
government support.
In North America, industry unit retail
sales of utility and high horsepower tractors for the first three
months of 2022 decreased approximately 1% compared to the same
period in 2021. Industry unit retail sales of combines for the
first three months of 2022 decreased approximately 23% compared to
the same period in 2021. Lower sales of smaller tractors, which
declined from record levels in 2021, were partially offset by
increased sales of high horsepower units. Despite continued strong
demand, sales of large row-crop agricultural equipment declined
from the same period in 2021 due to supply chain constraints, which
limited deliveries.
In Western Europe, industry unit retail
sales of tractors decreased approximately 6% for the first three
months of 2022 compared to the same period in 2021. Industry unit
retail sales of combines for the first three months of 2022
decreased approximately 10% compared to the first three months of
2021. Industry retail tractor sales were restricted by supply chain
challenges during the first three months of 2022 compared to the
same period in 2021.