Back to GetFilings.com
1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
--------------- TO
---------------
COMMISSION FILE NUMBER: 1-12930
AGCO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-1960019
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4205 RIVER GREEN PARKWAY, DULUTH, GEORGIA 30096
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 813-9200
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Common Stock, ($0.01 par value) New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
---------------------
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
---------------------
The aggregate market value of common stock held by non-affiliates of the
Registrant as of the close of business on March 6, 2000 was $617,257,236. As of
such date, there were 59,587,761 shares of the registrant's common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the AGCO Corporation Annual Report to Stockholders for the year
ended December 31, 1999 are incorporated by reference in Part II.
Portions of the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on April 26, 2000 are incorporated by reference in Part
III.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
PART I
ITEM 1. BUSINESS
AGCO Corporation ("AGCO" or the "Company") was incorporated in Delaware in
April 1991. The Company's executive offices are located at 4205 River Green
Parkway, Duluth, Georgia 30096, and its telephone number is 770-813-9200. Unless
otherwise indicated, all references in this Form 10-K to the Company include the
Company's subsidiaries.
THE COMPANY
AGCO is a leading manufacturer and distributor of agricultural equipment
and related replacement parts throughout the world. The Company sells a full
range of agricultural equipment, including tractors, combines, hay tools,
sprayers, forage equipment and implements. The Company's products are widely
recognized in the agricultural equipment industry and are marketed under the
following brand names: AGCO(R) Allis, Massey Ferguson(R), Hesston(R), White,
GLEANER(R), New Idea(R), AGCOSTAR(R), Landini (North America), Tye(R),
Farmhand(R), Glencoe(R), Deutz (South America), Fendt, Spra-Coupe(R) and
Willmar(R). The Company distributes its products through a combination of
approximately 8,200 independent dealers and distributors, associates and
licensees. In addition, the Company provides retail financing in North America,
the United Kingdom, France, Germany, Spain and Brazil through its finance joint
ventures with Cooperateive Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland" ("Rabobank").
AGCO was organized in June 1990 by an investment group formed by management
to acquire the successor to the agricultural equipment business of
Allis-Chalmers, a company which began manufacturing and distributing
agricultural equipment in the early 1900s. Since its formation in June 1990,
AGCO has grown substantially through a series of 17 acquisitions for
consideration aggregating approximately $1.4 billion. These acquisitions have
allowed the Company to broaden its product line, expand its dealer network and
establish strong market positions in several new markets throughout North
America, South America, Western Europe and the rest of the world. The Company
has achieved significant cost savings and efficiencies from its acquisitions by
eliminating duplicate administrative, sales and marketing functions,
rationalizing its dealer network, increasing manufacturing capacity utilization
and engineering common product platforms for certain products. In addition, the
Company is focusing its efforts on long-term growth and profit improvement
initiatives including developing new and innovative products, expanding and
strengthening its distribution network, reducing product costs, maintaining a
flexible horizontal production strategy, and utilizing efficient asset
management.
TRANSACTION HISTORY
Hesston Acquisition. In March 1991, the Company acquired Hesston
Corporation ("Hesston"), a leading manufacturer and distributor of hay tools,
forage equipment and related replacement parts (the "Hesston Acquisition"). The
assets acquired also included Hesston's 50% interest in a joint venture, Hay and
Forage Industries ("HFI"), between Hesston and CNH Global N.V. which
manufactures hay and forage equipment for both parties. Hesston's net sales in
its full fiscal year preceding the acquisition were approximately $91.0 million.
The Hesston Acquisition enabled the Company to provide its dealers with a more
complete line of farm equipment and to expand its dealer network.
White Tractor Acquisition. In May 1991, the Company acquired the White
Tractor Division ("White") of Allied Products Corporation (the "White
Acquisition"). White's net sales in its full fiscal year preceding the
acquisition were approximately $58.3 million. As a result of the White
Acquisition, the Company added a new line of tractors to its product offerings
and expanded its North America dealer network.
Massey Ferguson North American Acquisition. In January 1993, the Company
entered into an agreement with Varity Corporation ("Varity") to be the exclusive
distributor in the United States and Canada of the Massey Ferguson line of farm
equipment. Concurrently, the Company acquired the North American distribution
operation of Massey Ferguson Group Limited ("Massey") from Varity (the "Massey
North American Acquisition"). Net sales attributable to Massey's North American
distribution operation in the full
1
3
fiscal year preceding the acquisition were approximately $215.0 million. The
Massey North American Acquisition provided AGCO access to another leading brand
name in the agricultural equipment industry and enabled the Company to expand
its dealer network.
White-New Idea Acquisition. In December 1993, the Company acquired the
White-New Idea Farm Equipment Division ("White-New Idea") of Allied Products
Corporation (the "White-New Idea Acquisition"). White-New Idea's net sales in
1993 were approximately $83.1 million. The White-New Idea Acquisition enabled
the Company to offer a more complete line of planters and spreaders and a
broader line of hay and tillage equipment.
Agricredit-North America Acquisition. The Company acquired Agricredit
Acceptance Company ("Agricredit-North America"), a retail finance company, from
Varity in two separate transactions (together, the "Agricredit-North America
Acquisition"). The Company acquired a 50% joint venture interest in
Agricredit-North America in January 1993 and acquired the remaining 50% interest
in February 1994. The Agricredit-North America Acquisition enabled the Company
to provide more competitive and flexible financing alternatives to end users.
Massey Ferguson Acquisition. In June 1994, the Company acquired Massey
from Varity, including Massey's network of independent dealers and distributors
and associate and licensee companies outside the United States and Canada (the
"Massey Acquisition"). Massey, with fiscal 1993 net sales of approximately
$898.4 million (including net sales to AGCO of approximately $124.6 million),
was one of the largest manufacturers and distributors of tractors in the world.
The Massey Acquisition significantly expanded AGCO's sales and distribution
outside North America.
AgEquipment Acquisition. In March 1995, the Company further expanded its
product offerings through its acquisition of AgEquipment Group, a manufacturer
and distributor of farm implements and tillage equipment (the "AgEquipment
Acquisition"). The AgEquipment Acquisition added three brands of agricultural
implements to the Company's product line, including no-till and minimum tillage
products, distributed under the Tye, Farmhand and Glencoe brand names.
Maxion Acquisition. In June 1996, the Company acquired the agricultural
and industrial equipment business of Iochpe-Maxion S.A. (the "Maxion
Agricultural Equipment Business") (the "Maxion Acquisition"). The Maxion
Agricultural Equipment Business, with 1995 sales of approximately $265.0
million, was AGCO's Massey Ferguson licensee in Brazil, manufacturing and
distributing agricultural tractors and combines under the Massey Ferguson brand
name, and industrial loader-backhoes under the Massey Ferguson and Maxion brand
names. The Maxion Acquisition expanded the Company's product offerings and
distribution network in South America, particularly in the significant Brazilian
agricultural equipment market.
Western Combine Acquisition. In July 1996, the Company acquired certain
assets of Western Combine Corporation and Portage Manufacturing, Inc., the
Company's suppliers of Massey Ferguson combines and other harvesting equipment
sold in North America (the "Western Combine Acquisition"). The Western Combine
Acquisition provided the Company with access to advanced technology and
increased the Company's profit margin on certain combines and harvesting
equipment sold in North America.
Agricredit-North America Joint Venture. In November 1996, the Company sold
a 51% interest in Agricredit-North America to a wholly-owned subsidiary of
Rabobank. The Company retained a 49% interest in Agricredit-North America and
now operates Agricredit-North America with Rabobank as a joint venture (the
"Agricredit-North America Joint Venture"). The Company has similar joint venture
arrangements with Rabobank with respect to its retail finance companies located
in the United Kingdom, France, Germany, Spain and Brazil.
Deutz Argentina Acquisition. In December 1996, the Company acquired the
operations of Deutz Argentina S.A. ("Deutz Argentina") (the "Deutz Argentina
Acquisition"). Deutz Argentina, with 1995 sales of approximately $109.0 million,
was a manufacturer and distributor of agricultural equipment, engines and light
duty trucks in Argentina and other markets in South America. The Deutz Argentina
Acquisition established AGCO as a leading supplier of agricultural equipment in
Argentina. In February 1999, the
2
4
Company sold its manufacturing operations in Haedo, Argentina which will allow
the Company to consolidate the assembly of tractors into an existing facility in
Brazil.
Fendt Acquisition. In January 1997, the Company acquired the operations of
Xaver Fendt GmbH & Co. KG ("Fendt") (the "Fendt Acquisition"). Fendt, which had
1996 sales of approximately $650.0 million, manufactures and distributes
tractors through a network of independent agricultural cooperatives, dealers and
distributors in Germany and throughout Europe and Australia. With this
acquisition, AGCO has a leading market share in Germany and France, two of
Europe's largest agricultural equipment markets, with one of the most
technologically advanced line of tractors in the world. In December 1997, the
Company sold Fendt's caravan and motor home business in order to focus on its
core agricultural equipment business.
Dronningborg Acquisition. In December 1997, the Company acquired the
remaining 68% of Dronningborg Industries a/s (the "Dronningborg Acquisition"),
which was the Company's supplier of combine harvesters sold under the Massey
Ferguson brand name in Europe. The Company previously owned 32% of this combine
manufacturer which developed and manufactured combine harvesters exclusively for
AGCO. The Dronningborg Acquisition enabled the Company to achieve certain
synergies within its worldwide combine manufacturing.
Argentina Engine Joint Venture. In December 1997, the Company sold 50% of
Deutz Argentina's engine production and distribution business to Deutz AG, a
global supplier of diesel engines in Cologne, Germany. The Company retained a
50% interest in the engine business and now operates it with Deutz AG as a joint
venture (the "Argentina Engine Joint Venture"). The Argentina Engine Joint
Venture will allow the Company to share in research and development costs and
gain access to advanced technology.
MF Argentina Acquisition. In May 1998, the Company acquired the
distribution rights for the Massey Ferguson brand in Argentina (the "MF
Argentina Acquisition"). The MF Argentina Acquisition expanded the Company's
distribution network in the second largest market in South America.
Spra-Coupe and Willmar Acquisitions. In July 1998, the Company acquired
the Spra-Coupe product line, a brand of agricultural self-propelled sprayers
sold primarily in North America (the "Spra-Coupe Acquisition"). In October 1998,
the Company acquired the Willmar product line, a brand of agricultural self-
propelled sprayers, spreaders and loaders sold primarily in North America (the
"Willmar Acquisition"). Spra-Coupe and Willmar had combined net sales of
approximately $81.8 million in their respective full fiscal years preceding
these acquisitions. The Spra-Coupe and Willmar Acquisitions expanded the
Company's product offerings to include a full line of self-propelled sprayers.
PRODUCTS
Tractors
Tractors are vehicles used to pull farm implements, hay tools, forage
equipment, ground engaging equipment and other farm equipment. The Company
participates in three segments of the tractor market: the compact tractor
segment, which includes tractors in the less than 40 horsepower range; the
utility tractor segment, which includes tractors in the 40 to 100 horsepower
range; and the high horsepower tractor segment, which includes tractors in
excess of 100 horsepower.
All compact tractors are sold under the Massey Ferguson brand name and are
typically used on small farms and in specialty agricultural industries such as
dairies and used in landscaping and residential areas. The Company offers a full
range of tractors in the utility tractor category, including both two-wheel and
all-wheel drive versions. The Company sells utility tractors under the Massey
Ferguson, Fendt, AGCO Allis, White, Landini and Deutz brand names. The utility
tractors are typically used on small and medium-sized farms and in specialty
agricultural industries, such as orchards and vineyards. The Company also offers
a full range of tractors in the high horsepower segment ranging primarily from
100 to 425 horsepower. High horsepower tractors are typically used on larger
farms and on cattle ranches for hay production. The Company sells high
horsepower tractors under the Massey Ferguson, Fendt, AGCO Allis, White,
Landini, AGCOSTAR and Deutz brand names. Tractors accounted for approximately
64% of the Company's net sales in 1999 and 62% in both 1998 and 1997.
3
5
Combines
Combines are large, self-propelled machines used for the harvesting of
crops, such as corn, wheat, soybeans and barley. The Company sells combines
under the GLEANER, Massey Ferguson, Deutz, Fendt and AGCO Allis brand names.
Depending on the market, GLEANER and Massey Ferguson combines are sold with
conventional or rotary technology while the Deutz, Fendt and AGCO Allis combines
utilize conventional technology. All combines are complemented by a variety of
crop-harvesting heads, available in different sizes, which are designed to
maximize harvesting speed and efficiency while minimizing crop loss. Combines
accounted for 7% of the Company's net sales in 1999 and 10% in both 1998 and
1997.
Hay Tools and Forage Equipment, Sprayers, Implements and Other Products
Hay tools are used to harvest and process hay crops for livestock feed. Hay
tools perform a variety of functions, including mowing and conditioning, raking,
tedding, baling and harvesting. Hay tools include self-propelled windrowers and
tractor-powered mowers, which cut and condition hay crops for faster drying
before baling; hay tedders and rakes, which are designed to reduce drying time
and place hay crops in windrows; round balers, which harvest and roll windrowed
hay into circular bales; square balers, which harvest and compress the windrowed
hay into solid bales; and forage harvesters, which are used to cut standing corn
crops or windrowed hay crops into silage. The Company sells hay and forage
equipment primarily under the Hesston brand name and, to a lesser extent, the
White-New Idea, Massey Ferguson and AGCO Allis brand names.
Sprayers are used to apply materials such as fertilizers and crop
protection chemicals to fields before or after crops have emerged. The Company
offers under 500-gallon self-propelled agricultural sprayers under the
Spra-Coupe brand name and 500 to 1,000 gallon self-propelled agricultural
sprayers under the Willmar brand name.
The Company also distributes a wide range of implements, planters and other
equipment for its product lines. Tractor-pulled implements are used in field
preparation and crop management. Implements include disk harrows, which improve
field performance by cutting through crop residue, leveling seed beds and mixing
chemicals with the soil; heavy tillage, which breaks up soil and mixes crop
residue into topsoil, with or without prior disking; and field cultivators,
which prepare a smooth seed bed and destroy weeds. Tractor-pulled planters apply
fertilizer and place seeds in the field. Other equipment primarily includes
tractor-pulled manure spreaders, which fertilize fields with controlled
application of sludge or solid manure, and loaders, which are used for a variety
of tasks including lifting and transporting hay crops. The Company sells
implements, planters and other products under the Hesston, White-New Idea,
Massey Ferguson, AGCO Allis, Tye, Farmhand, Glencoe, Deutz, Fendt and Willmar
brand names. Hay tools and forage equipment, sprayers, implements and other
products accounted for 10%, 11% and 12% of the Company's net sales in 1999, 1998
and 1997, respectively.
Replacement Parts
In addition to sales of new equipment, the replacement parts business is an
important source of revenue and profitability for both the Company and its
dealers. The Company sells replacement parts for products sold under all of its
brand names, many of which are proprietary. These parts help keep farm equipment
in use, including products no longer in production. Since most of the Company's
products can be economically maintained with parts and service for a period of
10 to 20 years, each product which enters the marketplace provides the Company
with a potential long-term revenue stream. In addition, sales of replacement
parts typically generate higher gross margins and historically have been less
cyclical than new product sales. Replacement parts accounted for approximately
19%, 17% and 16% of the Company's net sales in 1999, 1998 and 1997,
respectively.
MARKETING AND DISTRIBUTION
The Company distributes products primarily through a network of independent
dealers and distributors. The Company's dealers are responsible for retail sales
to the equipment's end user in addition to after-sales service and support of
the equipment. The Company's distributors may sell the Company's products
through a
4
6
network of dealers supported by the distributor. Through the Company's
acquisitions and dealer development activities, the Company has broadened its
product line, expanded its dealer network and strengthened its geographic
presence in Western Europe, North America, South America and the rest of the
world. The Company's sales are not dependent on any specific dealer, distributor
or group of dealers.
Western Europe
Fully assembled tractors and other equipment are marketed in most major
Western European markets directly through a network of approximately 2,400
independent Massey Ferguson and Fendt dealer outlets and agricultural
cooperatives in Western Europe. In addition, the Company sells through
independent distributors and associates in certain markets in Western Europe,
which distribute through approximately 800 Massey Ferguson and Fendt dealer
outlets. In most cases, dealers carry competing or complementary products from
other manufacturers. Sales in Western Europe accounted for 56% of the Company's
net sales in 1999 and 47% in both 1998 and 1997.
North America
The Company markets and distributes farm machinery equipment and
replacement parts to farmers in North America through a network of dealers
supporting approximately 6,200 dealer contracts. Each of the Company's
approximately 2,600 independent dealers represents one or more of the Company's
distribution lines or brand names. Dealers may also handle competitive and
dissimilar lines of products. The Company intends to maintain the separate
strengths and identities of its brand names and product lines. Sales in North
America accounted for 25%, 32% and 30% of the Company's net sales in 1999, 1998
and 1997, respectively.
South America
The Company markets and distributes farm machinery, equipment and
replacement parts to farmers in South America through several different
networks. In Brazil and Argentina, the Company distributes products directly to
approximately 350 independent dealers, primarily supporting either the Massey
Ferguson, Deutz or AGCO Allis brand names. Outside of Brazil and Argentina, the
Company sells its products in South America through independent distributors. In
Brazil, federal laws are extremely protective of dealers and prohibit a
manufacturer from selling any of its products in Brazil except through its
dealer network. Additionally, each dealer has the exclusive right to sell its
manufacturer's product in its designated territory and as a result, no dealer
may represent more than one manufacturer. Sales in South America accounted for
8%, 11% and 10% of the Company's net sales 1999, 1998 and 1997, respectively.
Rest of the World
Outside Western Europe, North America and South America, the Company
operates primarily through a network of approximately 2,100 independent Massey
Ferguson and Fendt distributors and dealer outlets, as well as associates and
licensees, marketing the Company's products and providing customer service
support in approximately 100 countries in Africa, the Middle East, Eastern and
Central Europe, Australia and Asia. With the exception of Australia, where the
Company directly supports its dealer network, the Company utilizes independent
distributors, associates and licensees to sell its products. These arrangements
allow AGCO to benefit from local market expertise to establish strong market
positions with limited investment. In some cases, AGCO also sells agricultural
equipment directly to governmental agencies. The Company will continue to
actively support the local production and distribution of Massey-licensed
products by third party distributors, associates and licensees. Sales outside
Western Europe, North America and South America accounted for 11%, 10% and 13%
of the Company's net sales in 1999, 1998 and 1997, respectively.
In Western Europe and the rest of the world, associates and licensees
provide a significant distribution channel for the Company's products and a
source of low cost production for certain Massey Ferguson products. Associates
are entities in which the Company has an ownership interest, most notably in
India. Licensees are entities in which the Company has no direct ownership
interest, most notably in Pakistan and Turkey. The associate or licensee
generally has the exclusive right to produce and sell Massey Ferguson
5
7
equipment in its home country, but may not sell these products in other
countries. The Company generally licenses to these associate companies certain
technology, as well as the right to use Massey Ferguson's trade names. The
Company sells products to associates and licensees in the form of components
used in local manufacturing operations, tractor sets supplied in completely
knocked down ("CKD") kits for local assembly and distribution and fully
assembled tractors for local distribution only. In certain countries, the
arrangements with licensees and associates have evolved to where the Company is
principally providing technology, technical assistance and quality control. In
these situations, licensee manufacturers sell certain tractor models under the
Massey Ferguson brand name in the licensed territory and may also become a
source of low cost production to the Company.
Parts Distribution
In Western Europe, the parts operation is supported by master distribution
facilities in Desford, England; Ennery, France; and Marktoberdorf, Germany and
regional parts facilities in Spain, Denmark, Germany and Italy. The Company
supports its sales of replacement parts in North America through its master
parts warehouse in Batavia, Illinois and regional warehouses throughout North
America. In the Asia/Pacific region, the Company's parts operation is supported
by a master distribution facility in Melbourne, Australia. In South America,
replacement parts are maintained and distributed primarily from its facilities
in Brazil and Argentina.
Dealer Support and Supervision
The Company believes that one of the most important criteria affecting a
farmer's decision to purchase a particular brand of equipment is the quality of
the dealer who sells and services the equipment. The Company provides
significant support to its dealers in order to improve the quality of its dealer
network. The Company monitors each dealer's performance and profitability as
well as establishes programs which focus on the continual improvement of the
dealer. In North America, the Company also identifies open markets with the
greatest potential for each brand and selects an existing AGCO dealer, or a new
dealer, who would best represent the brand in that territory. AGCO protects each
existing dealer's territory and will not place the same brand within that
protected area. Internationally, the Company also focuses on the development of
its dealers. The Company analyzes, on an ongoing basis, the regions of each
country where market share is not acceptable. Based on this analysis, a dealer
may be added in that territory, or a nonperforming dealer may be replaced or
refocused on performance standards.
The Company believes that its ability to offer its dealers a full product
line of agricultural equipment and related replacement parts as well as its
ongoing dealer training and support programs, which focus on business and
inventory management, sales, marketing, warranty and servicing matters and
products, help ensure the vitality and increase the competitiveness of its
dealer network. In addition, the Company maintains dealer advisory groups to
obtain dealer feedback on its operations. The Company believes all of these
programs contribute to the good relations the Company generally enjoys with its
dealers.
The Company agrees to provide dealers with competitive products, terms and
pricing. Dealers are also given volume sales incentives, demonstration programs
and other advertising to assist sales. The Company's competitive sales programs,
including retail financing incentives, and its policy for maintaining parts and
service availability with extensive product warranties are designed to enhance
its dealers' competitive position. Finally, a limited amount of financial
assistance is provided as part of developing new dealers in key market
locations. In general, dealer contracts are cancelable by either party within
certain notice periods.
WHOLESALE FINANCING
Primarily in the United States and Canada, the Company engages in the
standard industry practice of providing dealers with inventories of farm
equipment for extended periods. The terms of the Company's wholesale finance
agreements with its dealers vary by region and product line. In the United
States and Canada, dealers are typically not required to make a down payment,
and the Company effectively provides the dealer with the equipment interest-free
for a period of one to twelve months, depending on the product.
6
8
Thereafter, dealers are charged interest at varying spreads over the prime rate.
The Company also provides financing to dealers on used equipment accepted in
trade. The Company retains a security interest in all new and used equipment it
finances.
Typically, the sales terms outside the United States and Canada are of a
shorter duration. The sales terms range from 30 day terms to floorplan financing
similar to the arrangements provided to dealers in the United States and Canada.
In many cases, the Company retains a security interest in the equipment sold on
extended terms. In certain international markets, the Company's sales are backed
by letters of credit or credit insurance.
RETAIL FINANCING
Through its retail financing joint ventures located in North America, the
United Kingdom, France, Germany, Spain and Brazil, the Company provides a
competitive and dedicated financing source to the end users of the Company's
products as well as equipment produced by other manufacturers. These retail
finance companies are owned 49% by the Company and 51% by a wholly-owned
subsidiary of Rabobank. Retail finance programs can be tailored to prevailing
market conditions and can enhance the Company's sales efforts.
MANUFACTURING AND SUPPLIERS
Manufacturing and Assembly
The Company has consolidated the manufacture of its products in locations
where capacity, technology or local costs are optimized. Furthermore, the
Company continues to balance its manufacturing resources with externally sourced
machinery, components and replacement parts to enable the Company to better
control inventory and supply of components. The Company believes that its
manufacturing facilities are sufficient to meet its needs for the foreseeable
future.
Western Europe
The Company's manufacturing operations in Western Europe are performed in
tractor manufacturing facilities located in Coventry, England; Beauvais, France
and Marktoberdorf, Germany and a combine manufacturing facility in Randers,
Denmark. The Coventry facility produces tractors marketed under the Massey
Ferguson, AGCO Allis and White brand names ranging from 38 to 110 horsepower
that are sold worldwide in fully-assembled form or as CKD kits for final
assembly by licensees and associates. The Beauvais facility produces 70 to 225
horsepower tractors marketed under the Massey Ferguson, AGCO Allis and White
brand names. The Marktoberdorf facility produces 50 to 260 horsepower tractors
marketed under the Fendt brand name. The Randers facility produces conventional
combines under the Massey Ferguson and Fendt brand names. The Company also
assembles forklifts for sale to third parties and manufactures hydraulics for
its Fendt tractors and for sale to third parties in its Kempten, Germany
facility, and assembles cabs for its Fendt tractors in Baumenheim, Germany. The
Company also has a joint venture with Renault Agriculture S.A. ("Renault"), for
the manufacture of driveline assemblies for high horsepower AGCO and Renault
tractors at the Company's facility in Beauvais (the "GIMA Joint Venture"). By
sharing overhead and engineering costs, the GIMA Joint Venture has resulted in a
decrease in the cost of these components.
North America
The Company manufactures and assembles GLEANER and Massey Ferguson rotary
and conventional combines and combine heads at its Independence, Missouri
facility. In Willmar, Minnesota, the Company manufactures self-propelled
sprayers marketed under the Spra-Coupe and Willmar brand names, wheeled loaders
marketed under the Massey Ferguson and Willmar brand names and dry fertilizer
spreaders marketed under the Willmar brand name. As part of the HFI joint
venture, the Company produces Hesston, White-New Idea and Massey Ferguson hay
tools and forage equipment in Hesston, Kansas. The Company also maintains a
facility in Queretaro, Mexico where tractors are assembled for distribution in
the Mexican market.
In the fourth quarter of 1999, the Company announced the permanent closure
of its Coldwater, Ohio and Lockney, Texas manufacturing facilities. The majority
of the production in these facilities will be relocated to
7
9
existing AGCO facilities or outsourced to third parties. Specifically, the
Company will move production of its White-New Idea line of planters, hay tools
and forage equipment and implements to the HFI facility. The Farmhand loader
production and the Glencoe tillage equipment production will be outsourced to
third party manufacturers. In addition the Company will integrate its AGCO
Allis, White and Massey Ferguson brands of high horsepower tractors, previously
produced in Coldwater, Ohio, into the common platform tractor production
currently in place at its Beauvais, France facility. The Company also will move
production of its drill planters and tillage equipment marketed under the Tye
brand name, previously manufactured in Lockney, Texas, to the HFI facility.
South America
The Company's manufacturing operations in South America are located in
Brazil and Argentina. In Brazil, the Company manufactures and assembles Massey
Ferguson tractors, ranging from 50 to 173 horsepower, and industrial
loader-backhoes at its facility in Canoas, Rio Grande do Sul. The Company also
manufactures conventional combines marketed under the Massey Ferguson, Deutz and
AGCO Allis brand names in Santa Rosa, Rio Grande do Sul. In February 1999, the
Company sold its Haedo, Argentina plant which manufactured Deutz branded
tractors, ranging from 60 to 190 horsepower, engine components and light duty
trucks. The Company plans to relocate its Deutz tractor production, currently in
Haedo under an outsourcing agreement, to its Canoas, Brazil facility in the
future. The Argentina Engine Joint Venture manufactures diesel engines, for the
Company's equipment and for sale to third parties, at a facility in San Luis,
Argentina, which is owned by the joint venture.
Third-Party Suppliers
The Company believes that managing the level of its company and dealer
inventory is critical to maintaining favorable pricing for its products. Unlike
many of its competitors, the Company externally sources many of its products,
components and replacement parts. This horizontal production strategy minimizes
the Company's capital investment requirements and allows greater flexibility to
respond to changes in market conditions.
The Company purchases certain products it distributes from third party
suppliers. The Company purchases standard and specialty tractors from Landini
S.p.A. ("Landini") and distributes these tractors under the Landini brand name
in the United States and Canada and purchases specialty tractors under the
Massey Ferguson brand name for distribution in Western Europe and North America.
In addition, certain Massey Ferguson tractor models are purchased from a
licensee in Turkey and from Iseki & Company, Limited, a Japanese manufacturer.
The Company also purchases certain other tractors, implements and hay and forage
equipment from various third-party suppliers.
In addition to the purchase of machinery, significant components used in
the Company's manufacturing operations, such as engines, are supplied by
third-party companies. The Company selects third-party suppliers, which it
believes have the lowest cost, highest quality and most appropriate technology.
The Company also assists in the development of these products or component parts
based upon its own design requirements. The Company's past experience with
outside suppliers has been favorable. Although the Company is currently
dependent upon outside suppliers for several of its products, the Company
believes that, if necessary, alternative sources of supply could be identified.
SEASONALITY
Retail sales by dealers to farmers are highly seasonal and are a function
of the timing of the planting and harvesting seasons. To the extent practicable,
the Company attempts to ship products to its dealers and distributors on a level
basis throughout the year to reduce the effect of seasonal retail demands on its
manufacturing operations and to minimize its investment in inventory. The
Company's financing requirements are subject to variations due to seasonal
changes in working capital levels, which typically build in the first half of
the year and then reduce in the second half of the year.
8
10
COMPETITION
The agricultural industry is highly competitive. During the 1980s, the
industry experienced significant consolidation and retrenchment. The Company
competes with several large national and international full-line suppliers, as
well as numerous short-line and specialty manufacturers with differing
manufacturing and marketing methods. The Company's principal competitors on a
worldwide basis are CNH Global N.V. and Deere & Company. In certain Western
European and South American countries, regional competitors exist, which have
significant market share in a single country or a group of countries.
The Company believes several key factors influence a buyer's choice of farm
equipment, including the strength and quality of a company's dealers, the
quality and pricing of products, dealer or brand loyalty, product availability,
the terms of financing and customer service. The Company has improved and
continually seeks to improve in each of these areas but focuses primarily on
increasing the farmers' loyalty to the Company's dealers and overall dealer
organizational quality in order to distinguish itself in the marketplace. See
"Marketing and Distribution."
ENGINEERING AND RESEARCH
The Company makes significant expenditures for engineering and applied
research to improve the quality and performance of its products and to develop
new products. The Company expended approximately $44.6 million (1.8% of net
sales), $56.1 million (1.9% of net sales) and $54.1 million (1.7% of net sales)
in 1999, 1998 and 1997, respectively, on engineering and research.
PATENTS AND TRADEMARKS, TRADE NAMES AND BRAND NAMES
The Company owns and has licenses to the rights under a number of domestic
and foreign patents, trademarks, trade names and brand names relating to its
products and businesses. The Company defends its patent, trademark and trade and
brand name rights primarily by monitoring competitors' machines, industry
publications and conducting other investigative work. The Company considers its
intellectual property rights, including its rights to use the AGCO, AGCO Allis,
Massey Ferguson, Fendt, GLEANER, White, Hesston, New Idea, Landini (North
America), AGCOSTAR, Tye, Farmhand, Glencoe, Willmar, Spra-Coupe and Deutz (South
America) trade and brand names, important in the operation of its businesses;
however, the Company does not believe it is dependent on any single patent,
trademark or trade name or group of patents or trademarks, trade names or brand
names. AGCO, GLEANER, Hesston, Massey Ferguson, AGCOSTAR, New Idea, Tye,
Farmhand, Glencoe, Spra-Coupe and Willmar are registered trademarks of the
Company. In addition, Fendt is a registered trademark in Germany, and the
Company has a pending trademark registration for the Fendt brand name in the
U.S. and Canada.
EMPLOYEES
As of December 31, 1999, the Company employed approximately 9,300
employees, including approximately 1,900 employees in the United States and
Canada. A majority of the Company's employees at its manufacturing facilities,
both domestic and international, are represented by collective bargaining
agreements with expiration dates ranging from 2000 to 2002. The contract with
the labor union at the Company's Independence production facility was extended
through May 12, 2001. The contract with the labor union at the Company's Willmar
production facility expires May 31, 2000 at which time it will be renegotiated.
The Company is currently in negotiations with labor unions in the UK relating to
the renewal of their collective bargaining agreements which are renegotiable
from April 1, 2000. German national negotiations are due for renewal from March
1, 2000. In addition, agreements effective for twelve months from January 1,
2000 have been signed in France, and the national agreement in Denmark is
effective until March 1, 2004.
ENVIRONMENTAL MATTERS AND OTHER GOVERNMENT REGULATION
The Company is subject to environmental laws and regulations concerning
emissions to the air, discharges of processed or other types of waste water and
the generation, handling, storage, transportation, treatment and disposal of
waste materials. These laws and regulations are constantly changing, and the
effects
9
11
that they may have on the Company in the future are impossible to predict with
accuracy. The Company has been made aware of possible solvent contamination at
the HFI facility in Hesston, Kansas. The extent of any possible contamination is
being investigated in conjunction with the appropriate state authorities. It is
the Company's policy to comply with all applicable environmental, health and
safety laws and regulations, and the Company believes that any expense or
liability it may incur in connection with any noncompliance with any such law or
regulation or the cleanup of any of its properties will not have a material
adverse effect on the Company. The Company believes it is in compliance, in all
material respects, with all applicable laws and regulations.
The Environmental Protection Agency (the "EPA") has issued regulations
concerning permissible emissions from off-road engines. The Company does not
anticipate that the cost of compliance with the regulations will have a material
impact on the Company.
The Company is subject to various national, federal, state and local laws
affecting its business, as well as a variety of regulations relating to such
matters as working conditions and product safety. A variety of state laws
regulate the Company's contractual relationships with its dealers. These laws
impose substantive standards on the relationship between the Company and its
dealers, including events of default, grounds for termination, non-renewal of
dealer contracts and equipment repurchase requirements. Such state laws could
adversely affect the ability of the Company to rationalize its dealer network.
The Company's international operations are also subject to environmental
laws, as well as various other national and local laws, in the countries in
which it manufactures and sells it products. The Company believes that it is in
compliance with such laws in all material respects, and the cost of compliance
with such laws in the future will not have a material adverse effect on the
Company.
REGULATION AND GOVERNMENT POLICY
Domestic and foreign political developments and government regulations and
policies directly affect the agricultural industry in the United States and
abroad and indirectly affect the agricultural equipment business. The
application or modification of existing laws, regulations or policies or the
adoption of new laws, regulations or policies could have an adverse effect on
the Company's business.
FINANCIAL INFORMATION ON GEOGRAPHICAL AREAS
For financial information on geographic areas, see pages 43 and 44 of the
Annual Report to Stockholders for the year ended December 31, 1999, which
information is incorporated herein by reference.
FORWARD LOOKING STATEMENTS
Certain statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this report are
forward looking, including certain statements set forth under the "Outlook,"
"Liquidity and Capital Resources," "Nonrecurring Expenses," "Year 2000," and
"Euro Currency" headings. Forward looking statements include the Company's
expectations with respect to future commodity prices, export demand for
commodities, farm income, demand for agricultural equipment, production levels,
the impact of cost reduction initiatives, operating margins, overall
profitability and the availability of capital. Although the Company believes
that the statements it has made are based on reasonable assumptions, they are
based on current information and beliefs and, accordingly, the Company can give
no assurance that its statements will be achieved. In addition, these statements
are subject to factors that could cause actual results to differ materially from
those suggested by the forward looking statements. These factors include, but
are not limited to, general economic and capital market conditions, the demand
for agricultural products, world grain stocks, crop production, commodity
prices, farm income, farm land values, government farm programs and legislation,
the levels of new and used field inventories, weather conditions, interest and
foreign currency exchange rates, the conversion to the Euro, pricing and product
actions taken by competitors, customer access to credit, production disruptions,
supply and capacity constraints, Company cost reduction and control initiatives,
Company research and development efforts, labor relations, dealer and
distributor actions, technological difficulties including the Year 2000
readiness, changes in environmental,
10
12
international trade and other laws and political and economic uncertainty in
various areas of the world. Further information concerning factors that could
significantly affect the Company's results is included in the Company's filings
with the Securities and Exchange Commission. The Company disclaims any
responsibility to update any forward looking statements.
ITEM 2. PROPERTIES
The principal properties of the Company as of December 31, 1999 are as
follows:
LEASED OWNED
LOCATION DESCRIPTION PROPERTY (SQ. FT.) (SQ. FT.)
-------- ----------------------------------- --------- ---------
North America:
Duluth, Georgia................... Corporate Headquarters 125,000
Coldwater, Ohio (A)............... Manufacturing 1,490,000
Hesston, Kansas (B)............... Manufacturing 1,115,000
Independence, Missouri............ Manufacturing 450,000
Lockney, Texas (A)................ Manufacturing 190,000
Queretaro, Mexico................. Manufacturing 13,500
Willmar, Minnesota................ Manufacturing 223,400
Kansas City, Missouri............. Warehouse 425,000
Batavia, Illinois................. Parts Distribution 310,200
International:
Coventry, United Kingdom.......... Regional Headquarters/Manufacturing 4,135,150
Beauvais, France (C).............. Manufacturing 3,740,000
Marktoberdorf, Germany............ Manufacturing 2,411,000
Baumenheim, Germany............... Manufacturing 1,890,000
Kempten, Germany.................. Manufacturing 582,000
Randers, Denmark.................. Manufacturing 683,000
Haedo, Argentina.................. Parts Distribution/Sales Office 32,366
Noetinger, Argentina (A).......... Manufacturing 152,820
San Luis, Argentina (D)........... Manufacturing 57,860
Canoas, Rio Grande do Sul,
Brazil......................... Regional Headquarters/Manufacturing 452,400
Santa Rosa, Rio Grande do Sul,
Brazil......................... Manufacturing 297,100
Ennery, France.................... Parts Distribution 269,100
Sunshine, Victoria, Australia..... Regional Headquarters 37,200
Tottenham, Victoria, Australia.... Parts Distribution 179,960
Stoneleigh, United Kingdom........ Training Facility/Office 44,000
- ---------------
(A) In December 1999, the Company announced that it would close its production
facilities in Coldwater, Ohio, Lockney, Texas and Noetinger, Argentina.
(B) Owned by HFI, a joint venture in which the Company has a 50% interest.
(C) Includes the GIMA Joint Venture, in which the Company has a 50% interest.
(D) Owned by the Argentina Engine Joint Venture, in which the Company has a 50%
interest.
The Company considers each of its facilities to be in good condition and
adequate for its present use. The Company believes that it has sufficient
capacity to meet its current and anticipated manufacturing requirements.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal claims and actions incidental to
its business. The Company believes that none of these claims or actions, either
individually or in the aggregate, is material to the business or financial
condition of the Company.
11
13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The dividend and market price information under the heading "Trading and
Dividend Information" on page 18 of the Annual Report to Stockholders for the
year ended December 31, 1999 is incorporated herein by reference.
ITEM. 6. SELECTED FINANCIAL DATA
The information under the heading "Selected Financial Data" for the years
ended December 31, 1995 through 1999 on page 18 of the Annual Report to
Stockholders for the year ended December 31, 1999 is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 19 through 26 of the
Annual Report to Stockholders for the year ended December 31, 1999 is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the heading "Foreign Currency Risk Management" and
"Interest Rates" in "Management's Discussion and Analysis and Results of
Operations" on pages 25 and 26 of the Annual Report to Stockholders and in
Footnote 1 -- "Financial Instruments" of the Notes to Consolidated Financial
Statements on page 35 of the Annual Report to Stockholders for the year ended
December 31, 1999 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of the Registrant and its subsidiaries
included on pages 27 through 31 of the Annual Report to Stockholders for the
year ended December 31, 1999 are incorporated herein by reference:
Report of Independent Public Accountants.
Consolidated Statements of Income for the years ended December 31, 1999,
1998 and 1997.
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
The information under the heading "Quarterly Results" on page 23 of the
Annual Report to Stockholders for the year ended December 31, 1999 is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
12
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information under the heading "Election of Directors" and the
information under the heading "Directors Continuing in Office" on pages 2 and 3
and page 3, respectively, of the Proxy Statement for the Annual Meeting of
Stockholders to be held April 26, 2000 is incorporated herein by reference for
information on the directors of the Registrant. The information under the
heading "Executive Officers" on pages 20 and 21 of the Proxy Statement for the
Annual Meeting of Stockholders to be held April 26, 2000 is incorporated herein
by reference for information on the executive officers of the Registrant. The
information under the heading "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 21 of the Proxy Statement for the Annual Meeting of
Stockholders to be held April 26, 2000 is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the heading "Board of Directors and Certain
Committees of the Board," the information under the heading "Compensation
Committee Interlocks and Insider Participation" and the information under the
heading "Executive Compensation" on pages 4 and 5, page 5, and pages 12 through
14, respectively, of the Proxy Statement for the Annual Meeting of Stockholders
to be held April 26, 2000 are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the heading "Principal Holders of Common Stock" on
pages 10 and 11 of the Proxy Statement for the Annual Meeting of Stockholders to
be held April 26, 2000 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Certain Relationships and Related
Transactions" on page 21 of the Proxy Statement for the Annual Meeting of
Stockholders to be held April 26, 2000 is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The following consolidated financial statements of AGCO Corporation
and its subsidiaries, included in the Annual Report of the registrant to its
stockholders for the year ended December 31, 1999, are incorporated by reference
in Part II, Item 8:
Report of Independent Public Accountants.
Consolidated Statements of Income for the years ended December 31, 1999,
1998 and 1997.
Consolidated Balance Sheets at December 31, 1999 and 1998.
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
13
15
(a) 2. The following Report of Independent Public Accountants and the
Consolidated Financial Statement Schedule of AGCO Corporation and its
subsidiaries are included herein on pages F-1 through F-2.
Schedule Description
Report of Independent Public Accountants on Financial
Statement Schedule
Schedule II Valuation and Qualifying Accounts
Schedules other than that listed above have been omitted
because the required information is contained in the Notes
to the Consolidated Financial Statements or because such
schedules are not required or are not applicable.
(a) 3. The following exhibits are filed or incorporated by reference as
part of this report.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
3.1 -- Certificate of Incorporation of the Registrant incorporated
by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996.
3.2 -- By-Laws of the Registrant incorporated by reference to the
Company's Annual Report on From 10-K for the year ended
December 31, 1997.
4.1 -- Rights Agreement, as amended, between and among AGCO
Corporation and SunTrust Bank, as rights agent, dated as of
April 27, 1994 incorporated by reference to the Company's
quarterly report on Form 10-Q for the quarter ended March
31, 1994 and the Company's Form 8-A/A dated August 8, 1999.
4.2 -- Indenture between AGCO Corporation and SunTrust Bank, as
Trustee, dated as of March 20, 1996, incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
10.1 -- 1991 Stock Option Plan, as amended, incorporated by
reference to the Company's annual report on 10-K for the
year ended December 31, 1998.
10.2 -- Form of Stock Option Agreements (Statutory and Nonstatutory)
Incorporated by reference to the Company's Registration
Statement on Form S-1 (No. 33-43437) dated April 16, 1992.*
10.3 -- Amended and Restated Long-Term Incentive Plan incorporated
by Reference to the Company's Annual Report on Form 10-K for
the Year ended December 31, 1997.*
10.4 -- Nonemployee Director Stock Incentive Plan, as amended
Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.*
10.5 -- Management Incentive Compensation Plan incorporated by
Reference to the Company's Annual Report on Form 10-K for
the Year ended December 31, 1995.*
10.6 -- Second Amended and Restated Credit Agreement dated as of
March 12, 1999 among AGCO Corporation and certain of its
affiliates and various lenders, incorporated by reference to
the Company's annual report for the year ended December 31,
1998.
10.7 -- Employment and Severance Agreement by and between AGCO
Corporation and Robert J. Ratliff incorporated by reference
to The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.*
10.8 -- Employment and Severance Agreement by and between AGCO
Corporation and John M. Shumejda incorporated by reference
to The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.*
10.9 -- Employment and Severance Agreement by and between AGCO
Corporation and James M. Seaver.*
10.10 -- Employment and Severance Agreement by and between AGCO
Corporation and Edward R. Swingle.*
10.11 -- Employment and Severance Agreement by and between AGCO
Corporation and Chris E. Perkins.*
14
16
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
10.12 -- Receivables Purchase Agreement dated as of January 27, 2000
among AGCO Corporation, AGCO Funding Corporation and
Cooperative Centrale Raiffeisen-Boerenleenbank B.A., as
administrative agent.
12.0 -- Statement re: Computation of Earnings to Combined Fixed
Charges.
13.0 -- Portions of the AGCO Corporation Annual Report to
Stockholders for the year ended December 31, 1999 expressly
incorporated herein by reference.
21.0 -- Subsidiaries of the Registrant.
23.0 -- Consent of Arthur Andersen LLP, independent public
accountants.
24.0 -- Power of Attorney
27.1 -- Financial Data Schedule -- December 31, 1999 (filed for SEC
reporting purposes only).
- ---------------
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
None
15
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AGCO Corporation
By: /s/ JOHN M. SHUMEJDA
------------------------------------
John M. Shumejda
President and Chief Executive
Officer
Dated: March 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
ROBERT J. RATLIFF* Chairman of the Board March 28, 2000
- -----------------------------------------------------
Robert J. Ratliff
/s/ JOHN M. SHUMEJDA President and Chief Executive March 28, 2000
- ----------------------------------------------------- Officer, Director
John M. Shumejda
/s/ PATRICK S. SHANNON Vice President and Chief March 28, 2000
- ----------------------------------------------------- Financial
Patrick S. Shannon Officer (Principal
Financial Officer and
Principal
Accounting Officer)
HENRY J. CLAYCAMP* Director March 28, 2000
- -----------------------------------------------------
Henry J. Claycamp
WOLFGANG DEML* Director March 28, 2000
- -----------------------------------------------------
Wolfgang Deml
WILLIAM H. FIKE* Director March 28, 2000
- -----------------------------------------------------
William H. Fike
GERALD B. JOHANNESON* Director March 28, 2000
- -----------------------------------------------------
Gerald B. Johanneson
ANTHONY D. LOEHNIS* Director March 28, 2000
- -----------------------------------------------------
Anthony D. Loehnis
HAMILTON ROBINSON, JR.* Director March 28, 2000
- -----------------------------------------------------
Hamilton Robinson, Jr.
WOLFGANG SAUER* Director March 28, 2000
- -----------------------------------------------------
Wolfgang Sauer
*By: /s/ PATRICK S. SHANNON
------------------------------------------------
Patrick S. Shannon
Attorney-in-Fact
16
18
ANNUAL REPORT ON FORM 10-K
ITEM 14(A)(2)
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1999
F-1
19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To AGCO Corporation:
We have audited in accordance with generally accepted auditing standards,
the consolidated balance sheets of AGCO CORPORATION AND SUBSIDIARIES as of
December 31, 1999 and 1998 and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1999, and have issued our report thereon dated February 1,
2000. Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying Schedule II -- Valuation
and Qualifying Accounts is the responsibility of the company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 1, 2000
F-2
20
SCHEDULE II
AGCO CORPORATION AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
ADDITIONS
---------------------
CHARGED CHARGED
BALANCE AT TO COSTS (CREDITED) BALANCE
BEGINNING ACQUIRED AND TO OTHER AT END
DESCRIPTION OF PERIOD BUSINESSES EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- ----------- ---------- ---------- -------- ---------- ---------- ---------
Year ended December 31, 1999
Allowances for sales incentive
discounts and doubtful
receivables.................... $107.8 $ -- $ 84.1 $-- $ (95.3) $ 96.6
====== ==== ====== == ======= ======
Year ended December 31, 1998
Allowances for sales incentive
discounts and doubtful
receivables.................... $ 97.2 $2.0 $118.7 $-- $(110.1) $107.8
====== ==== ====== == ======= ======
Year ended December 31, 1997
Allowances for sales incentive
discounts and doubtful
receivables.................... $ 75.8 $4.1 $116.1 $-- $ (98.8) $ 97.2
====== ==== ====== == ======= ======
ADDITIONS
---------------------
CHARGED CHARGED
BALANCE AT TO COSTS (CREDITED) BALANCE
BEGINNING ACQUIRED AND TO OTHER AT END
DESCRIPTION OF PERIOD BUSINESSES EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- ----------- ---------- ---------- -------- ---------- ---------- ---------
Year ended December 31, 1999
Accruals of severance, relocation
and other integration costs.... $ 35.0 $ -- $ 9.6(a) $-- $ (22.4) $ 22.2
====== ==== ====== == ======= ======
Year ended December 31, 1998
Accruals of severance, relocation
and other integration costs.... $ 12.4 $6.5 $ 32.8(b) $-- $ (16.7) $ 35.0
====== ==== ====== == ======= ======
Year ended December 31, 1997
Accruals of severance, relocation
and other integration costs.... $ 4.7 $6.5 $ 18.2 $-- $ (17.0) $ 12.4
====== ==== ====== == ======= ======
- ---------------
(a) Excludes nonrecurring expenses related to the writedown of property, plant
and equipment of $14.9 million.
(b) Excludes nonrecurring expenses related to pension and postretirement benefit
expenses of $7.2 million.
F-3
21
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
3.1 -- Certificate of Incorporation of Registrant. *
3.2 -- By-Laws of the Registrant. *
4.1 -- Rights Agreement between and among AGCO Corporation and *
Chemical Bank.
4.2 -- Indenture between AGCO Corporation and SunTrust Bank, as *
Trustee.
10.1 -- 1991 Stock Option Plan, as amended. *
10.2 -- Form of Stock Option Agreements (Statutory and *
Nonstatutory).
10.3 -- Amended and Restated Long-Term Incentive Plan. *
10.4 -- Nonemployee Director Stock Incentive Plan, as amended. *
10.5 -- Management Incentive Compensation Plan.
10.6 -- Second Amended and Restated Credit Agreement dated as of *
January 14, 1997, among AGCO Corporation and certain of its
affiliates and various lenders, incorporated by reference to
the Company's annual report for the year ended December 31,
1998.
10.7 -- Employment and Severance Agreement by and between AGCO *
Corporation and Robert J. Ratliff.
10.8 -- Employment and Severance Agreement by and between AGCO *
Corporation and John M. Shumejda.
10.9 -- Employment and Severance Agreement by and between AGCO --
Corporation and James M. Seaver.
10.10 -- Employment and Severance Agreement by and between AGCO --
Corporation and Edward R. Swingle
10.11 -- Employment and Severance Agreement by and between AGCO
Corporation and Chris E. Perkins.
10.12 -- Receivables Purchase Agreement dated as of January 27, 2000 --
among AGCO Corporation, AGCO Funding Corporation and
Cooperative Centrale Raiffeisen-Boerenleenbank B.A., as
administrative agent.
12.0 -- Statement re: Computation of Earnings to Combined Fixed --
Charges.
13.0 -- Portions of the AGCO Corporation Annual Report to --
Stockholders for the year ended December 31, 1999.
21.0 -- Subsidiaries of the Registrant. --
23.0 -- Consent of Arthur Andersen LLP, independent public --
accountants.
27.1 -- Financial Data Schedule -- December 31, 1999 (filed for SEC --
reporting purposes only)
- ---------------
* Incorporated herein by reference