Agco Corp 10-Q for FY2026 Q3
Agco Corp (AGCO)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Agco Corp filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.26B
- down 8.6% from $2.48B a year earlier
- Net income
- $51.7M
- down 83.1% from net income of $305.7M a year earlier
- Diluted EPS
- $0.75
- down 81.7% from $4.09 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
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: 001-12930
AGCO CORPORATION
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
(Registrant's telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act | ||||||||
| Title of Class | Trading Symbol | Name of exchange on which registered | ||||||
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.
| ☒ | ☐ | Accelerated filer | ☐ | Non-accelerated filer | Smaller reporting company | 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 October 26, 2026, there were 68,950,835 shares of the registrant’s common stock, par value of $0.01 per share, outstanding.
AGCO CORPORATION
INDEX
| Page Numbers | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AGCO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in millions, except share amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts and notes receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Right-of-use lease assets | |||||||||||
| Investments in affiliates | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Borrowings due within one year | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, less current portion and debt issuance costs | |||||||||||
| Operating lease liabilities | |||||||||||
| Pension and postretirement health care benefits | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Stockholders’ Equity: | |||||||||||
Preferred stock; $ | |||||||||||
Common stock; $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities, redeemable noncontrolling interests and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
3
AGCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in millions, except per share data)
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | $ | |||||||||
| Cost of goods sold | |||||||||||
| Gross profit | |||||||||||
| Operating expenses: | |||||||||||
| Selling, general and administrative expenses | |||||||||||
Engineering expenses | |||||||||||
Amortization of intangibles | |||||||||||
| Impairment charges | ( | ||||||||||
Restructuring and business optimization expenses | |||||||||||
Income from operations | |||||||||||
Interest expense, net | |||||||||||
| Other expense (income), net | ( | ||||||||||
Income before income taxes and equity in net earnings of affiliates | |||||||||||
| Income tax provision | |||||||||||
Income before equity in net earnings of affiliates | |||||||||||
Equity in net earnings of affiliates | |||||||||||
Net income | |||||||||||
| Net loss attributable to noncontrolling interests | |||||||||||
Net income attributable to AGCO Corporation | $ | $ | |||||||||
Net income per common share attributable to AGCO Corporation: | |||||||||||
Basic | $ | $ | |||||||||
Diluted | $ | $ | |||||||||
| Cash dividends declared and paid per common share | $ | $ | |||||||||
| Weighted average number of common and common equivalent shares outstanding: | |||||||||||
Basic | |||||||||||
Diluted | |||||||||||
See accompanying notes to condensed consolidated financial statements.
4
AGCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in millions, except per share data)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | $ | |||||||||
| Cost of goods sold | |||||||||||
| Gross profit | |||||||||||
| Operating expenses: | |||||||||||
| Selling, general and administrative expenses | |||||||||||
Engineering expenses | |||||||||||
Amortization of intangibles | |||||||||||
| Impairment charges | |||||||||||
Restructuring and business optimization expenses | |||||||||||
Loss on sale of business | |||||||||||
| Income from operations | |||||||||||
Interest expense, net | |||||||||||
| Other expense (income), net | ( | ||||||||||
| Income before income taxes and equity in net earnings of affiliates | |||||||||||
| Income tax provision (benefit) | ( | ||||||||||
| Income before equity in net earnings of affiliates | |||||||||||
Equity in net earnings of affiliates | |||||||||||
| Net income | |||||||||||
| Net loss attributable to noncontrolling interests | |||||||||||
| Net income attributable to AGCO Corporation | $ | $ | |||||||||
| Net income per common share attributable to AGCO Corporation: | |||||||||||
Basic | $ | $ | |||||||||
Diluted | $ | $ | |||||||||
| Cash dividends declared and paid per common share | $ | $ | |||||||||
| Weighted average number of common and common equivalent shares outstanding: | |||||||||||
Basic | |||||||||||
Diluted | |||||||||||
See accompanying notes to condensed consolidated financial statements.
5
AGCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited and in millions)
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Net income | $ | $ | |||||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustments | |||||||||||
Defined pension and postretirement benefit plans, net of tax | |||||||||||
| Deferred gains and losses on derivatives, net of tax | ( | ||||||||||
Other comprehensive income | |||||||||||
Comprehensive income | |||||||||||
| Comprehensive loss attributable to noncontrolling interests | |||||||||||
Comprehensive income attributable to AGCO Corporation | $ | $ | |||||||||
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Net income | $ | $ | |||||||||
Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustments | |||||||||||
Defined pension and postretirement benefit plans, net of tax | |||||||||||
| Deferred gains and losses on derivatives, net of tax | ( | ( | |||||||||
Other comprehensive income | |||||||||||
Comprehensive income | |||||||||||
| Comprehensive loss (income) attributable to noncontrolling interests | ( | ||||||||||
Comprehensive income attributable to AGCO Corporation | $ | $ | |||||||||
6
AGCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in millions)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangibles | |||||||||||
| Stock compensation expense | |||||||||||
| Impairment charges | |||||||||||
| Loss on sale of business | |||||||||||
| Gain on sale of investment in affiliate | ( | ||||||||||
| Equity in net earnings of affiliates, net of cash received | ( | ( | |||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts and notes receivable, net | ( | ||||||||||
| Inventories, net | ( | ( | |||||||||
| Other current and noncurrent assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ( | |||||||||
| Other current and noncurrent liabilities | |||||||||||
| Total adjustments | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Proceeds from sale of business | ( | ||||||||||
| Investments in unconsolidated affiliates | ( | ( | |||||||||
| Proceeds from sale of investments in unconsolidated affiliates | |||||||||||
| Other | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from indebtedness | |||||||||||
| Repayments of indebtedness | ( | ( | |||||||||
| Purchases and retirement of common stock | ( | ||||||||||
| Payment of dividends to stockholders | ( | ( | |||||||||
| Payment of minimum tax withholdings on stock compensation | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
7
AGCO CORPORATION
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 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, 2025. Results for interim periods are not necessarily indicative of the results for the year. Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation.
The Company has a wholly-owned subsidiary in Turkey that distributes agricultural equipment and replacement parts. On the basis of available data related to inflation indices and as a result of the devaluation of the Turkish lira relative to the United States dollar, the Turkish economy was determined to be highly inflationary during 2022. A highly inflationary economy is one where the cumulative inflation rate for the three years preceding the beginning of the reporting period, including interim reporting periods, is in excess of 100 percent. For subsidiaries operating in highly inflationary economies, the United States dollar is the functional currency. Remeasurement adjustments for financial statements in highly inflationary economies and other transactional exchange gains and losses are reported in “Other expense (income), net” within the Company's Condensed Consolidated Statements of Operations. For the nine months ended and as of September 30, 2026, the Company's wholly-owned subsidiary in Turkey had net sales of approximately $104.9 million and total assets of approximately 5.3 billion Turkish lira (or approximately $108.3 million). The monetary assets and liabilities denominated in the Turkish lira were approximately 3.7 billion Turkish lira (or approximately $74.9 million) and approximately 1.6 billion Turkish lira (or approximately $32.5 million), respectively, as of September 30, 2026. The monetary assets and liabilities were remeasured into United States dollars based on exchange rates as of September 30, 2026.
The Company has a wholly-owned subsidiary in Argentina that assembles and distributes agricultural equipment and replacement parts. In recent years, the Argentine government has substantially limited the ability of companies to transfer funds out of Argentina. Argentina's economy was determined to be highly inflationary during 2018. For the nine months ended and as of September 30, 2026, the Company's wholly-owned subsidiary in Argentina had net sales of approximately $119.1 million and total assets of approximately 309.4 billion pesos (or approximately $204.2 million). The monetary assets of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 73.9 billion pesos (or approximately $48.8 million), inclusive of approximately 7.1 billion pesos (or approximately $4.7 million) in cash and cash equivalents, as of September 30, 2026. The monetary liabilities of the Company's operations in Argentina denominated in pesos at the official government rate were approximately 17.6 billion pesos (or approximately $11.6 million) as of September 30, 2026. The monetary assets and liabilities were remeasured into United States dollars based on exchange rates as of September 30, 2026. The Company's finance joint venture in Argentina, AGCO Capital Argentina S.A. (“AGCO Capital”), had net monetary assets denominated in pesos at the official government rate of approximately 9.7 billion pesos (or approximately $6.4 million) as of September 30, 2026. All gains and losses resulting from AGCO Capital's remeasurement of its monetary assets and liabilities are reported in “Equity in net earnings of affiliates” within the Company's Condensed Consolidated Statements of Operations.
8
New Accounting Pronouncements to be Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the consolidated financial statements. In addition, the guidance requires disclosure of selling expenses and its definition. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The ASU will be applied prospectively with an option to simultaneously apply retrospectively. The updated standard will impact only our disclosures, with no impact to our financial condition or results of operations.
2. ACCOUNTS RECEIVABLE SALES AGREEMENTS
The Company’s finance joint ventures provide retail financing and wholesale financing to its dealers. The terms of the financing arrangements offered to the Company’s dealers are similar to arrangements the finance joint ventures provide to unaffiliated third parties. In addition, the Company transfers, on an ongoing basis, a majority of its wholesale receivables in North America, Europe and Brazil to its U.S., Canadian, European and Brazilian finance joint ventures. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies. AGCO has a 49 % interest in those finance equity joint ventures. To better align with evolving market dynamics and increasing regulatory and compliance requirements, on April 30, 2026, the Company executed an Interests Purchase Agreement and Share Purchase Agreement (collectively the “Agreements”) with wholly owned subsidiaries of Rabobank to sell its 49 % equity interests in the joint ventures in the U.S. and Canada, AGCO Finance LLC and AGCO Finance Canada, Ltd. (collectively the “North America AGCO Finance joint ventures”), respectively, for aggregate consideration of approximately $188.4 million. The consideration consisted of (i) approximately $168.4 million, representing the carrying value of the Company's equity interests in the North America AGCO Finance joint ventures, previously included in “Investments in affiliates” on the Company's Condensed Consolidated Balance Sheets, and (ii) approximately $20.0 million, representing the estimated future net earnings associated with the run-off of the North America AGCO Finance portfolios existing as of the transaction date, which was recognized in “Other expense (income), net” within the Company's Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026.
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. The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of September 30, 2026 and December 31, 2025 was approximately $1.7 billion and $2.1 billion, respectively.
Under the terms of the accounts receivable sales agreements in the U.S., Canada, Europe and Brazil, the Company pays the respective AGCO Finance entities a subsidized interest payment with respect to the accounts receivable sales agreements. These fees are reflected within losses on the sales of receivables included within “Other expense (income), net” in the Company’s Condensed Consolidated Statements of Operations. The Company does not service the receivables after the sale occurs and does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and determined that receivables sold under these agreements should be accounted for as off-balance sheet transactions.
In addition, the Company sells certain trade receivables under factoring arrangements to other financial institutions around the world. The cash received from trade receivables sold under factoring arrangements that remain outstanding as of September 30, 2026 and December 31, 2025 was approximately $239.2 million and $270.5 million, respectively. Under these arrangements, the Company is required to continue to service the sold receivables at market rates. The Company does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements and determined that receivables sold under these agreements should be accounted for as off-balance sheet transactions.
Losses on sales of receivables associated with the accounts receivable sales agreements discussed above, reflected within “Other expense (income), net” in the Company’s Condensed Consolidated Statements of Operations, were approximately $20.5 million and $60.2 million during the three and the nine months ended September 30, 2026, respectively. Losses on sales of receivables associated with the accounts receivable sales agreements discussed above, reflected within “Other expense (income), net” in the Company’s Condensed Consolidated Statements of Operations, were approximately $21.9 million and $60.6 million during the three and the nine months ended September 30, 2025, respectively.
9
The Company’s finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to the Company’s dealers. As of September 30, 2026 and December 31, 2025, these finance joint ventures had approximately $139.4 million and $107.5 million, respectively, of outstanding accounts receivable associated with these arrangements.
In certain foreign countries, the Company invoices its finance joint ventures directly and the finance joint ventures retain a form of title to the goods delivered to dealers until the dealer makes payment so that the finance joint ventures can recover the goods in the event of dealer or end customer default on payment. This occurs as the laws of some foreign countries do not provide for a seller’s retention of a security interest in goods in the same manner as established in the United States Uniform Commercial Code. The only right the finance joint ventures retain with respect to the title are those enabling recovery of the goods in the event of customer default on payment. The dealer or distributor may not return equipment or replacement parts to the Company while its contract with the finance joint venture is in force, and can only return the equipment to the retail finance joint venture with penalties that would generally not make it economically beneficial to do so.
3. GOODWILL AND OTHER INTANGIBLE ASSETS
| North America | Latin America | Europe/Middle East | Asia/Pacific/Africa | Consolidated | |||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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 1st each year.
10
| Gross carrying amounts: | Trademarks and Trade Names | Customer Relationships | Patents and Technology | Other | Total | ||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Acquisition | |||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Accumulated amortization: | Trademarks and Trade Names | Customer Relationships | Patents and Technology | Other | Total | ||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Indefinite-lived intangible assets: | Trademarks and Trade Names | ||||
| Balance as of December 31, 2025 | $ | ||||
| Foreign currency translation | ( | ||||
| Balance as of September 30, 2026 | $ | ||||
The Company amortizes certain acquired identifiable intangible assets primarily on a straight-line basis over their estimated useful lives, which range from to 50 years.
4. INVENTORIES
| September 30, 2026 | December 31, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Repair and replacement parts | |||||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Inventories, net | $ | $ | |||||||||
At September 30, 2026 and December 31, 2025, the Company had recorded $303.8 million and $271.9 million, respectively, as a reserve for surplus and obsolete inventories. These reserves are reflected within “Inventories, net” within the Company's Condensed Consolidated Balance Sheets.
11
5. PRODUCT WARRANTY
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Accruals for warranties issued | |||||||||||||||||||||||
| Settlements made and deferred revenue recognized | ( | ( | ( | ( | |||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||
| Balance at September 30 | $ | $ | $ | $ | |||||||||||||||||||
The Company’s agricultural equipment products generally are warranted against defects in material and workmanship for a period of to four years . The Company accrues for future warranty costs at the time of sale based on historical warranty experience. The Company's extended warranty period for the majority of products ranges from to five years . Revenue is recognized for the extended warranty contracts on a straight-line basis, which the Company believes approximates the cost expected to be incurred in satisfying the obligations, over the extended warranty period. Approximately $596.4 million, $626.6 million and $623.8 million of warranty reserves are included in “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026, December 31, 2025 and September 30, 2025, respectively. Approximately $195.5 million, $187.7 million and $186.6 million of warranty reserves are included in “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026, December 31, 2025 and September 30, 2025, respectively.
The Company recognizes potential 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 the confirmation of liability for the recovery, the Company records the recovery within “Accounts and notes receivable, net” in the Company's Condensed Consolidated Balance Sheets. 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” in the Company's Condensed Consolidated Balance Sheets.
6. SUPPLIER FINANCE PROGRAMS
The Company has supplier financing arrangements with certain banks or other intermediaries whereby a bank or intermediary purchases receivables held by the Company’s suppliers. Under the program, suppliers have the option to be paid by the bank or intermediary earlier than the payment due date. When the supplier receives an early payment, they receive a discounted amount, and the Company pays the bank or intermediary the face amount of the invoice on the payment due date. The Company does not reimburse suppliers for any costs incurred for participation in the program. The Company and its suppliers agree on the contractual terms, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the supplier finance programs. The suppliers’ voluntary inclusion in the supplier financing programs has no bearing on the Company’s payment terms. The Company has no economic interest in a supplier’s decision to participate in the programs, and the Company has no direct financial relationship with the banks or other intermediaries as it relates to the supplier finance programs. As of September 30, 2026, payment terms with the majority of the Company’s suppliers are 30 to 180 days, which correspond to the contractual terms, with rates that are based on market rates (such as SOFR) plus a credit spread. There are no assets pledged as security under the programs. As of September 30, 2026 and December 31, 2025, the amounts outstanding that remain unpaid to the banks or other intermediaries totaled $52.1 million and $31.7 million, respectively, and are reflected in “Accounts payable” in the Company’s Condensed Consolidated Balance Sheets.
12
7. INDEBTEDNESS
| September 30, 2026 | December 31, 2025 | ||||||||||
| Credit Facility, expires 2027 | $ | $ | |||||||||
| EIB Senior term loan due 2029 | |||||||||||
EIB Senior term loan due 2030 | |||||||||||
Senior term loans due between 2026 and 2028 | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
Less: | |||||||||||
Senior term loans due 2026 | ( | ( | |||||||||
| ( | |||||||||||
Total long-term indebtedness | $ | $ | |||||||||
Credit Facility
The Company has a credit facility providing for a $1.25 billion multi-currency unsecured revolving credit facility (“Credit Facility”) that matures on December 19, 2027. As of September 30, 2026, the Company had $254.4 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $995.6 million.
Uncommitted Credit Facility
The Company has an uncommitted revolving credit facility that allows the Company to borrow up to €200.0 million (or approximately $227.1 million as of September 30, 2026). The credit facility expires on December 31, 2026. As of September 30, 2026 and December 31, 2025, the Company had no
Senior Term Loans due between 2026 and 2028
In October 2026, the Company repaid €52.5 million (or approximately $58.9 million) upon maturity of the Senior term loans due 2026.
Other Short-Term Borrowings
As of September 30, 2026 and December 31, 2025, the Company had short-term borrowings due within one year, excluding the current portion of long-term debt, of approximately $76.9 million and $56.1 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 September 30, 2026 and December 31, 2025, outstanding letters of credit totaled approximately $12.5 million and $14.0 million, respectively.
13
8. RESTRUCTURING AND BUSINESS OPTIMIZATION EXPENSES
Restructuring Expenses
The Company announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry in 2024. The Company incurred a substantial portion of the charges by the end of fiscal year 2025.
| Balance as of December 31, 2025 | $ | ||||
| First quarter 2026 provision, net of reversals | |||||
| First quarter 2026 cash activity | ( | ||||
| Foreign currency translation | ( | ||||
Balance as of March 31, 2026 | $ | ||||
Second quarter 2026 provision, net of reversals | |||||
| Second quarter 2026 cash activity | ( | ||||
| Foreign currency translation | ( | ||||
Balance as of June 30, 2026 | $ | ||||
| Third quarter 2026 provision, net of reversals | |||||
| Third quarter 2026 cash activity | ( | ||||
| Foreign currency translation | |||||
Balance as of September 30, 2026 | $ | ||||
Approximately $11.1 million and $56.9 million of restructuring expenses are included in “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively. Approximately $22.2 million and $25.9 million of restructuring expenses are included in “Other noncurrent liabilities” in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively.
Business Optimization Expenses
Business optimization expenses primarily relate to professional services costs incurred as part of the restructuring program aimed at reducing structural costs, enhancing global efficiencies by changing the Company’s operating model for certain corporate and back-office functions. During the three months ended September 30, 2026 and 2025, the Company recognized approximately $1.9 million and $4.5 million, respectively, of business optimization expenses. During the nine months ended September 30, 2026 and 2025, the Company recognized approximately $5.8 million and $31.4 million, respectively, of business optimization expenses.
14
9. 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.
The Company designates 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 $412.3 million and $210.8 million as of September 30, 2026 and December 31, 2025, respectively.
| Before-Tax Amount | Income Tax Expense (Benefit) | After-Tax Amount | ||||||||||||||||||
Accumulated derivative net gains as of June 30, 2026 | $ | $ | $ | |||||||||||||||||
| Net changes in fair value of derivatives: | ||||||||||||||||||||
Foreign currency contracts(1) | ( | ( | ( | |||||||||||||||||
Total | ( | ( | ( | |||||||||||||||||
| Net losses (gains) reclassified from accumulated other comprehensive loss into income: | ||||||||||||||||||||
Foreign currency contracts(1) | ||||||||||||||||||||
Treasury rate locks | ( | ( | ||||||||||||||||||
| Total | ||||||||||||||||||||
Accumulated derivative net gains as of September 30, 2026 | $ | $ | $ | |||||||||||||||||
____________________________________
(1) The outstanding contracts as of September 30, 2026 range in maturity through December 2027.
As of September 30, 2026, approximately $0.6 million of realized derivative net losses, before taxes, remain in accumulated other comprehensive loss related to foreign currency contracts associated with inventory that had not yet been sold.
15
| Before-Tax Amount | Income Tax Expense (Benefit) | After-Tax Amount | ||||||||||||||||||
| Accumulated derivative net gains as of June 30, 2025 | $ | $ | $ | |||||||||||||||||
| Net changes in fair value of derivatives: | ||||||||||||||||||||
Foreign currency contracts | ( | ( | ( | |||||||||||||||||
Total | ( | ( | ( | |||||||||||||||||
| Net gains reclassified from accumulated other comprehensive loss into income: | ||||||||||||||||||||
Foreign currency contracts | ( | ( | ( | |||||||||||||||||
Treasury rate locks | ( | ( | ( | |||||||||||||||||
| Total | ( | ( | ( | |||||||||||||||||
Accumulated derivative net gains as of September 30, 2025 | $ | $ | $ | |||||||||||||||||
The following table summarizes the activity in accumulated other comprehensive loss related to the derivatives held by the Company during the nine months ended September 30, 2026 (in millions):
| Before-Tax Amount | Income Tax Expense (Benefit) | After-Tax Amount | ||||||||||||||||||
Accumulated derivative net gains as of December 31, 2025 | $ | $ | $ | |||||||||||||||||
| Net changes in fair value of derivatives: | ||||||||||||||||||||
Foreign currency contracts(1) | ( | ( | ( | |||||||||||||||||
| Total | ( | ( | ( | |||||||||||||||||
| Net losses (gains) reclassified from accumulated other comprehensive loss into income: | ||||||||||||||||||||
Foreign currency contracts(1) | ||||||||||||||||||||
| Treasury rate locks | ( | ( | ( | |||||||||||||||||
| Total | ||||||||||||||||||||
Accumulated derivative net gains as of September 30, 2026 | $ | $ | $ | |||||||||||||||||
____________________________________
(1) The outstanding contracts as of September 30, 2026 range in maturity through December 2027.
16
| Before-Tax Amount | Income Tax Expense (Benefit) | After-Tax Amount | ||||||||||||||||||
Accumulated derivative net gains as of December 31, 2024 | $ | $ | $ | |||||||||||||||||
Net changes in fair value of derivatives: | ||||||||||||||||||||
Foreign currency contracts | ||||||||||||||||||||
Total | ||||||||||||||||||||
Net gains reclassified from accumulated other comprehensive loss into income: | ||||||||||||||||||||
Foreign currency contracts | ( | ( | ( | |||||||||||||||||
Treasury rate locks | ( | ( | ( | |||||||||||||||||
| Total | ( | ( | ( | |||||||||||||||||
Accumulated derivative net gains as of September 30, 2025 | $ | $ | $ | |||||||||||||||||
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.
On November 4, 2024, the Company entered into $600.0 million cross currency swap contracts comprising a $200.0 million tranche with a three-year tenor, $200.0 million tranche with a five-year tenor and $200.0 million tranche with a seven-year tenor 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 contracts have expiration dates of November 6, 2027, November 6, 2029 and November 6, 2031, respectively. At maturity of the cross currency swap contracts, the Company is expected to deliver the notional amounts of approximately €385.5 million (or approximately $437.8 million as of September 30, 2026) and Fr.155.5 million (or approximately $186.4 million as of September 30, 2026) and receive $600.0 million from the counterparties. The Company receives quarterly interest payments from the counterparties based on a fixed interest rate until maturity of the cross currency swap contracts.
| Notional Amount as of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
Cross currency swap contracts | $ | $ | |||||||||
17
The following table summarizes the changes in the fair value of the cross currency swap contracts designated as a net investment hedge during the three and nine months ended September 30, 2026 and 2025 (in millions):
| Gain (Loss) Recognized in Other Comprehensive Income for the Three Months Ended | Gain (Loss) Recognized in Other Comprehensive Income for the Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Before-Tax Amount | Income Tax Expense (Benefit) | After-Tax Amount | Before-Tax Amount | Income Tax Expense (Benefit) | After-Tax Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Transactions Not Designated as Hedging Instruments
The Company enters into foreign currency contracts to economically hedge a portion of its receivables and payables on the Company and its subsidiaries’ balance sheets that are denominated in foreign currencies other than the functional currency. These contracts are 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 September 30, 2026 and December 31, 2025, the Company had outstanding foreign currency contracts with a notional amount of approximately $1,958.0 million and $2,865.7 million, respectively.
Gain (Loss) Recognized in Net Income for the Three Months Ended | Gain (Loss) Recognized in Net Income for the Nine Months Ended | ||||||||||||||||||||||||||||
Classification of Gain (Loss) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||
| Foreign currency contracts | Other expense (income), net | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||
18
Asset Derivatives as of September 30, 2026 | Liability Derivatives as of September 30, 2026 | ||||||||||||||||||||||
| 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 | $ | |||||||||||||||||||
Cross currency swap contracts | Other noncurrent assets | Other noncurrent liabilities | |||||||||||||||||||||
| Derivative instruments not designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency contracts(1) | Other current assets | Other current liabilities | |||||||||||||||||||||
| Total derivative instruments | $ | $ | |||||||||||||||||||||
(1) The outstanding contracts as of September 30, 2026 range in maturity through November 2026.
The table below sets forth the fair value of derivative instruments as of December 31, 2025 (in millions):
Asset Derivatives as of December 31, 2025 | Liability Derivatives as of December 31, 2025 | ||||||||||||||||||||||
| 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 | $ | |||||||||||||||||||
Cross currency swap contracts | Other noncurrent assets | Other noncurrent liabilities | |||||||||||||||||||||
| Derivative instruments not designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency contracts | Other current assets | Other current liabilities | |||||||||||||||||||||
| Total derivative instruments | $ | $ | |||||||||||||||||||||
19
10. STOCKHOLDERS’ EQUITY
Redeemable Noncontrolling Interests | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
Stock compensation and employee stock purchase plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Comprehensive income: | — | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss): | — | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
Defined pension and postretirement benefit plans, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Deferred gains and losses on derivatives, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Payment of dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Purchases and retirement of common stock | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interests | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
Stock compensation and employee stock purchase plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
Defined pension and postretirement benefit plans, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Deferred gains and losses on derivatives, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Payment of dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
20
| Redeemable Noncontrolling Interests | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Stock compensation and employee stock purchase plans | — | — | — | — | |||||||||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||
Defined pension and postretirement benefit plans, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
Deferred gains and losses on derivatives, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Payment of dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interests | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Stock compensation and employee stock purchase plans | — | — | ( | — | |||||||||||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||||||
Net income (loss) | ( | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | — | — | — | ||||||||||||||||||||||||||||||||
Defined pension and postretirement benefit plans, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
Deferred gains and losses on derivatives, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Payment of dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
21
Defined Pension and Postretirement Benefit Plans | Deferred Gains and Losses on Derivatives | Cumulative Translation Adjustment | Total | ||||||||||||||||||||
Accumulated other comprehensive loss, December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||
| Net losses reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
Other comprehensive income (loss) | ( | ||||||||||||||||||||||
Accumulated other comprehensive loss, September 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| 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 September 30, 2026(1) | Three Months Ended September 30, 2025(1) | ||||||||||||||||||
| Derivatives: | ||||||||||||||||||||
| Net losses (gains) on foreign currency contracts | $ | $ | ( | Cost of goods sold | ||||||||||||||||
Net gains on treasury rate locks | ( | ( | Interest expense, net | |||||||||||||||||
| Reclassification before tax | ( | |||||||||||||||||||
| Income tax expense (benefit) | ( | Income tax provision | ||||||||||||||||||
| Reclassification net of tax | $ | $ | ( | |||||||||||||||||
Defined pension and postretirement benefit plans: | ||||||||||||||||||||
| Amortization of net actuarial losses | $ | $ | Other expense (income), net(2) | |||||||||||||||||
| Amortization of prior service cost | Other expense (income), net(2) | |||||||||||||||||||
| Reclassification before tax | ||||||||||||||||||||
Income tax benefit | ( | ( | Income tax provision | |||||||||||||||||
| Reclassification net of tax | $ | $ | ||||||||||||||||||
| Net losses (gains) reclassified from accumulated other comprehensive loss | $ | $ | ( | |||||||||||||||||
____________________________________
(1) Losses (Gains) included within the Condensed Consolidated Statements of Operations for the three months ended September 30, 2026 and 2025, respectively.
(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. Refer to Note 13 for additional information.
22
| Amount Reclassified from Accumulated Other Comprehensive Loss | Affected Line Item within the Condensed Consolidated Statements of Operations | |||||||||||||||||||
| Details about Accumulated Other Comprehensive Loss Components | Nine Months Ended September 30, 2026(1) | Nine Months Ended September 30, 2025(1) | ||||||||||||||||||
| Derivatives: | ||||||||||||||||||||
| Net losses (gains) on foreign currency contracts | $ | $ | ( | Cost of goods sold | ||||||||||||||||
| Net gains on treasury rate locks | ( | ( | Interest expense, net | |||||||||||||||||
| Reclassification before tax | ( | |||||||||||||||||||
| Income tax expense (benefit) | ( | Income tax provision | ||||||||||||||||||
| Reclassification net of tax | $ | $ | ( | |||||||||||||||||
Defined pension and postretirement benefit plans: | ||||||||||||||||||||
| Amortization of net actuarial losses | $ | $ | Other expense (income), net(2) | |||||||||||||||||
| Amortization of prior service cost | Other expense (income), net(2) | |||||||||||||||||||
| Reclassification before tax | ||||||||||||||||||||
Income tax benefit | ( | ( | Income tax provision | |||||||||||||||||
| Reclassification net of tax | $ | $ | ||||||||||||||||||
| Net losses reclassified from accumulated other comprehensive loss | $ | $ | ||||||||||||||||||
____________________________________
(1) Losses (Gains) included within the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026 and 2025, respectively.
(2) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost. Refer to Note 13 for additional information.
Share Repurchase Program
On July 9, 2025, the Company's Board of Directors authorized a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of the Company's common stock, which has no expiration date. In May 2026, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase an aggregate of $293.0 million of shares of its common stock. The Company received approximately 1,997,613 shares associated with this transaction as of June 30, 2026. In July 2026, the Company received an additional 593,462 shares upon final settlement of its May 2026 ASR agreement. In November 2025, the Company entered into ASR agreements with two financial institutions to repurchase an aggregate of $250.0 million of shares of its common stock. The Company received approximately 1,997,204 shares associated with these transactions as of December 31, 2025. In February 2026, the Company received an additional 333,755 shares upon final settlement of its November 2025 ASR agreements. All shares received under the ASR agreements were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets. In conjunction with the Cooperation Agreement entered into with Tractors and Farm Equipment Limited (“TAFE”) in June 2025 (the “Cooperation Agreement”), TAFE agreed to participate on a pro-rata basis in the Company’s share repurchase programs as authorized by the Company’s Board of Directors from time to time. Under the Cooperation Agreement, TAFE also retains the right to maintain its existing percentage of beneficial ownership of the Company’s common stock. In February 2026, pursuant to the Cooperation Agreement, the Company committed to repurchase a pro-rata amount of shares from TAFE related to the Company's share repurchase program executed in the fourth quarter of 2025. The Company accounted for this arrangement as a forward share repurchase contract and, as of March 31, 2026, recorded a liability. Settlement occurred in May 2026, resulting in the repurchase of 422,590 shares for approximately $52.1 million. In August 2026, pursuant to the Cooperation Agreement, the Company committed to repurchase a pro-rata amount of shares from TAFE related to the Company's share repurchase program executed in the second quarter of 2026. The Company accounted for this arrangement as a forward share repurchase contract and settlement occurred in August 2026, resulting in the repurchase of 492,418 shares for
23
approximately $56.8 million. All shares repurchased 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 September 30, 2026, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $383.1 million, which has no expiration date.
Dividends
During the three months ended September 30, 2026 and 2025, the Company declared and paid cash dividends of $0.30 0.29 0.89 0.87 0.30 per share, from $0.29 per share. On October 22, 2026, the Company's Board of Directors declared a regular quarterly dividend of $0.30 per common share to be paid on December 15, 2026, to all stockholders of record as of the close of business on November 16, 2026.
11. 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 stock-settled stock appreciation rights (“SSARs”) and the vesting of restricted stock unit awards (“RSUs”) using the treasury stock method when there is no other circumstance other than the passage of time under which they would not be issued, and the effects of such assumptions are dilutive.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Basic net income per share: | |||||||||||||||||||||||
Net income attributable to AGCO Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||
Basic net income per share attributable to AGCO Corporation | $ | $ | $ | $ | |||||||||||||||||||
Diluted net income per share: | |||||||||||||||||||||||
Net income attributable to AGCO Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common shares outstanding | |||||||||||||||||||||||
Dilutive SSARs and RSUs | |||||||||||||||||||||||
Weighted average number of common shares and common share equivalents outstanding for purposes of computing diluted net income per share | |||||||||||||||||||||||
Diluted net income per share attributable to AGCO Corporation | $ | $ | $ | $ | |||||||||||||||||||
24
12. INCOME TAXES
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
$ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Income tax provision (benefit) and effective tax rate | $ | % | $ | % | $ | % | $ | ( | ( | % | |||||||||||||||||||||||||||||||||||||
Our effective tax rate varies from period to period due to the mix of taxable income and losses in the various tax jurisdictions in which we operate. Our effective tax rates for the three and nine months ended September 30, 2026, were higher than the comparable periods in 2025, primarily due to tax benefits recognized in 2025 associated with a legal entity reorganization. During the three and nine months ended September 30, 2025, the Company’s income tax provision included a net tax benefit of $4.7 million and $259.9 million, respectively, related to a legal entity reorganization.
The Company maintains a valuation allowance to reserve a portion of its net deferred tax assets in the United States and 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 deemed 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 it will realize its remaining net deferred tax assets, net of the valuation allowance, in future years.
13. PENSION AND POSTRETIREMENT BENEFIT PLANS
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Pension benefits | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of net actuarial losses | ||||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||
| Net periodic pension cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Postretirement benefits | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Amortization of net actuarial losses | ( | |||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||
| Net periodic postretirement benefit cost | $ | $ | $ | $ | ||||||||||||||||||||||
The components of net periodic pension and postretirement benefits cost, other than the service cost component, are included in “Other expense (income), net” in the Company’s Condensed Consolidated Statements of Operations.
25
During the nine months ended September 30, 2026, the Company made approximately $12.1 million of contributions to its defined pension benefit plans. The Company currently estimates its minimum contributions for 2026 to its defined pension benefit plans will aggregate to approximately $15.8 million.
During the nine months ended September 30, 2026, the Company made approximately $1.6 million of contributions to its postretirement health care and life insurance benefit plans. The Company currently estimates that it will make approximately $2.1 million of contributions to its postretirement health care and life insurance benefit plans during 2026.
14. 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, except for those measured using the net asset value per share (or its equivalent) practical expedient.
The Company enters into foreign currency and interest rate swap contracts. The fair values of the Company’s derivative instruments are determined using discounted cash flow valuation models. The significant inputs used in these models are readily available in public markets, or can be derived from observable market transactions, and therefore have been classified as Level 2. Inputs used in these discounted cash flow valuation models for derivative instruments include the applicable exchange rates, forward rates or interest rates. Such models used for option contracts also use implied volatility. Refer to Note 9 for additional information on the Company’s derivative instruments and hedging activities.
| As of September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | |||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | |||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
26
The carrying amounts of long-term debt under the Company’s EIB Senior term loans due 2029 and 2030 and Senior term loans due between 2026 and 2028 approximate fair value based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. At September 30, 2026, the estimated fair value of the Company's 0.800 % Senior notes due 2028, based on listed market values, was approximately €563.1 million (or approximately $639.5 million), compared to the carrying value of €600.0 million (or approximately $681.4 million). At September 30, 2026, the estimated fair value of the Company's 5.450 % senior notes due 2027, based on listed market values, was approximately $400.9 million, compared to the carrying value of $400.0 million. At September 30, 2026, the estimated fair value of the Company's 5.800 % senior notes due 2034, based on listed market values, was approximately $679.7 million, compared to the carrying value of $700.0 million. Refer to Note 7 for additional information on the Company’s long-term debt.
15. COMMITMENTS AND CONTINGENCIES
Leases
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
Operating Leases(1) | Finance Leases | Operating Leases(1) | Finance Leases | |||||||||||||||||||||||
| 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total lease payments | ||||||||||||||||||||||||||
Less: imputed interest(2) | ( | ( | ( | ( | ||||||||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
(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.
Off-Balance Sheet Arrangements
Guarantees
At September 30, 2026, the Company had outstanding guarantees issued to its Argentine finance joint venture, AGCO Capital Argentina S.A. (“AGCO Capital”), of approximately $86.1 million. Such guarantees generally obligate the Company to repay outstanding finance obligations owed to AGCO Capital if end users default on such loans to the extent that, due to non-credit risk, the end users are not able, or not required, to pay their loans, or are required to pay in a different currency than the one agreed to in their loan. 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. The Company believes the credit risk associated with these guarantees is not material.
In addition, the Company guarantees residual values that may be owed to its finance joint ventures, primarily in the United States and Canada, due upon expiration of certain eligible operating leases between the finance joint ventures and end users. At September 30, 2026, the Company had accrued approximately $12.9 million of outstanding guarantees of residual values related to the United States and Canada. The maximum potential amount of future payments under these guarantees is approximately $242.9 million.
27
Other
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. Refer to Note 2 for discussion of the Company’s accounts receivable sales agreements.
Contingencies
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.
16. REVENUE
Contract Liabilities
Contract liabilities primarily relate to the following: (1) unrecognized revenues where 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 and (2) unrecognized revenues where payment of consideration precedes the Company’s performance with respect to precision agriculture technology services and where the performance obligation is satisfied over time.
September 30, 2026 | December 31, 2025 | ||||||||||
Contract liabilities | $ | $ | |||||||||
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 and nine months ended September 30, 2026, the Company recognized approximately $47.8 million and $142.2 million of revenue that was recorded as a contract liability at the beginning of 2026. During the three and nine months ended September 30, 2025, the Company recognized approximately $38.0 million and $124.5 million of revenue that was recorded as a contract liability at the beginning of 2025.
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 September 30, 2026 are $45.2 million for the remainder of 2026, $145.3 million in 2027, $97.5 million in 2028, $51.3 million in 2029 and $27.6 million thereafter, and relate primarily to extended warranty contracts. The Company applied the practical expedient in ASC 606 and has not disclosed information about remaining performance obligations that have original expected durations of 12 months or less.
28
Disaggregated Revenue:
North America | Latin America | Europe/Middle East | Asia/Pacific/Africa | Consolidated | ||||||||||||||||||||||||||||||||||
| Primary geographical markets: | ||||||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||||||||
| Brazil | ||||||||||||||||||||||||||||||||||||||
| Other South America | ||||||||||||||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||||||||||||||
| France | ||||||||||||||||||||||||||||||||||||||
| United Kingdom and Ireland | ||||||||||||||||||||||||||||||||||||||
| Finland and Scandinavia | ||||||||||||||||||||||||||||||||||||||
| Italy | ||||||||||||||||||||||||||||||||||||||
| Other Europe | ||||||||||||||||||||||||||||||||||||||
| Middle East and Algeria | ||||||||||||||||||||||||||||||||||||||
| Africa | ||||||||||||||||||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||||||||||||||
| Australia and New Zealand | ||||||||||||||||||||||||||||||||||||||
| Mexico, Central America and Caribbean | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Major products: | ||||||||||||||||||||||||||||||||||||||
| Tractors | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Replacement parts | ||||||||||||||||||||||||||||||||||||||
| Grain storage and protein production systems | ||||||||||||||||||||||||||||||||||||||
| Combines, application equipment and other machinery | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
29
Net sales for the three months ended September 30, 2025 disaggregated by primary geographical markets and major products consisted of the following (in millions):
| North America | Latin America(1) | Europe/Middle East | Asia/Pacific/Africa | Consolidated | ||||||||||||||||||||||||||||
| Primary geographical markets: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Brazil | ||||||||||||||||||||||||||||||||
| Other South America | ||||||||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||||||||
| France | ||||||||||||||||||||||||||||||||
| United Kingdom and Ireland | ||||||||||||||||||||||||||||||||
| Finland and Scandinavia | ||||||||||||||||||||||||||||||||
| Italy | ||||||||||||||||||||||||||||||||
| Other Europe | ||||||||||||||||||||||||||||||||
| Middle East and Algeria | ||||||||||||||||||||||||||||||||
| Africa | ||||||||||||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||||||||
| Australia and New Zealand | ||||||||||||||||||||||||||||||||
| Mexico, Central America and Caribbean | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Major products: | ||||||||||||||||||||||||||||||||
| Tractors | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Replacement parts | ||||||||||||||||||||||||||||||||
| Grain storage and protein production systems | ||||||||||||||||||||||||||||||||
| Combines, application equipment and other machinery | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
_________________________________
(1) Effective January 1, 2026, the Company realigned its organizational structure to support its Farmer‑First transformation initiatives in North America. As a result, the Company’s Mexico operations were transferred from the North America segment to the South America segment, which was renamed Latin America. Segment information for all prior periods presented has been retrospectively adjusted to reflect this change.
30
Net sales for the nine months ended September 30, 2026 disaggregated by primary geographical markets and major products consisted of the following (in millions):
| North America | Latin America | Europe/Middle East | Asia/Pacific/Africa | Consolidated | |||||||||||||||||||||||||||||||
| Primary geographical markets: | |||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Canada | |||||||||||||||||||||||||||||||||||
| Brazil | |||||||||||||||||||||||||||||||||||
| Other South America | |||||||||||||||||||||||||||||||||||
| Germany | |||||||||||||||||||||||||||||||||||
| France | |||||||||||||||||||||||||||||||||||
| United Kingdom and Ireland | |||||||||||||||||||||||||||||||||||
| Finland and Scandinavia | |||||||||||||||||||||||||||||||||||
| Italy | |||||||||||||||||||||||||||||||||||
| Other Europe | |||||||||||||||||||||||||||||||||||
| Middle East and Algeria | |||||||||||||||||||||||||||||||||||
| Africa | |||||||||||||||||||||||||||||||||||
| Asia | |||||||||||||||||||||||||||||||||||
| Australia and New Zealand | |||||||||||||||||||||||||||||||||||
| Mexico, Central America and Caribbean | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Major products: | |||||||||||||||||||||||||||||||||||
| Tractors | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Replacement parts | |||||||||||||||||||||||||||||||||||
| Grain storage and protein production systems | |||||||||||||||||||||||||||||||||||
| Combines, application equipment and other machinery | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
31
Net sales for the nine months ended September 30, 2025 disaggregated by primary geographical markets and major products consisted of the following (in millions):
| North America | Latin America(1) | Europe/Middle East | Asia/Pacific/Africa | Consolidated | ||||||||||||||||||||||||||||||||||
| Primary geographical markets: | ||||||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||||||||
| Brazil | ||||||||||||||||||||||||||||||||||||||
| Other South America | ||||||||||||||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||||||||||||||
| France | ||||||||||||||||||||||||||||||||||||||
| United Kingdom and Ireland | ||||||||||||||||||||||||||||||||||||||
| Finland and Scandinavia | ||||||||||||||||||||||||||||||||||||||
| Italy | ||||||||||||||||||||||||||||||||||||||
| Other Europe | ||||||||||||||||||||||||||||||||||||||
| Middle East and Algeria | ||||||||||||||||||||||||||||||||||||||
| Africa | ||||||||||||||||||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||||||||||||||
| Australia and New Zealand | ||||||||||||||||||||||||||||||||||||||
| Mexico, Central America and Caribbean | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Major products: | ||||||||||||||||||||||||||||||||||||||
| Tractors | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Replacement parts | ||||||||||||||||||||||||||||||||||||||
| Grain storage and protein production systems | ||||||||||||||||||||||||||||||||||||||
| Combines, application equipment and other machinery | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
_________________________________
(1) Effective January 1, 2026, the Company realigned its organizational structure to support its Farmer‑First transformation initiatives in North America. As a result, the Company’s Mexico operations were transferred from the North America segment to the South America segment, which was renamed Latin America. Segment information for all prior periods presented has been retrospectively adjusted to reflect this change.
32
17. SEGMENT REPORTING
The Company has four Segment results for the three and nine months ended September 30, 2026 and 2025 and assets as of September 30, 2026 and December 31, 2025 based on the Company’s reportable segments are as follows (in millions):
| Three Months Ended September 30, | North America | Latin America | Europe/Middle East | Asia/Pacific/Africa | Total Segments | ||||||||||||||||||||||||||||||||||||
| 2026 | |||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||||||||
Engineering expenses | |||||||||||||||||||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||||||||
Engineering expenses | |||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||||||||
33
| Nine Months Ended September 30, | North America | Latin America | Europe/Middle East | Asia/Pacific/Africa | Total Segments | |||||||||||||||||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Cost of goods sold | ||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | ||||||||||||||||||||||||||||||||||||||||||||
Engineering expenses | ||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||||||||
Net sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Cost of goods sold | ||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | ||||||||||||||||||||||||||||||||||||||||||||
Engineering expenses | ||||||||||||||||||||||||||||||||||||||||||||
Income (loss) from operations | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Segment income from operations | $ | $ | $ | $ | |||||||||||||||||||
| Impairment charges | ( | ( | |||||||||||||||||||||
Loss on sale of business | ( | ||||||||||||||||||||||
| Corporate expenses | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||
| Stock compensation expense | ( | ( | ( | ( | |||||||||||||||||||
Restructuring and business optimization expenses | ( | ( | ( | ( | |||||||||||||||||||
Consolidated income from operations | $ | $ | $ | $ | |||||||||||||||||||
34
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Our operations are subject to the cyclical and seasonal nature of the agricultural industry. Sales of our equipment are affected by, among other things, changes in farm income, farm land values and debt levels, financing costs, acreage planted, crop yields, weather conditions, the demand for agricultural commodities, commodity and protein prices, agricultural product demand and general economic conditions and government policies, tariffs and subsidies. We sell our equipment, precision agriculture technology and replacement parts to our independent dealers, distributors and other customers. A large majority of our sales are to independent dealers and distributors that sell our products to end users. To the extent practicable, we attempt to sell products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal demands on our manufacturing operations and to minimize our investment in inventories. However, retail sales by dealers to farmers are highly seasonal and are a function of the timing of the planting and harvesting seasons. In certain markets, there is often a time lag, which varies based on the timing and level of retail demand, between our sale of the equipment to the dealer and the dealer’s sale to a retail customer.
In 2025, the U.S. government implemented a series of tariffs on goods imported into the United States from various countries, and in many cases these measures resulted in reciprocal tariffs and other actions on goods exported from the United States. These tariffs and related actions are complex, continuously evolving and remain highly volatile as trade negotiations and legal challenges proceed. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. government had relied on to impose certain tariffs, does not authorize the administration to impose such tariffs. Following that decision, on March 4, 2026, the U.S. Court of International Trade (“CIT”) ordered U.S. Customs and Border Protection (“CBP”) to process refunds of tariffs imposed under IEEPA, and on March 27, 2026, the CIT issued an amended order expanding the scope of entries subject to reliquidation. On April 20, 2026, the Consolidated Administration and Processing of Entries (“CAPE”) system opened for the first phase of refund filings, and on June 29, 2026, CBP expanded CAPE to accept additional categories of entries. We have submitted refund claims under both phases and, as of the date of this report, have received refunds with respect to a portion of those claims. Certain other entries remain subject to refund procedures that CBP has not yet defined. Refunds received remain subject to CBP review and to the outcome of the administration’s appeal described below, and we could be required to repay some or all of the amounts received. The administration has appealed the CIT's refund order to the U.S. Court of Appeals for the Federal Circuit, contesting both the scope of the refund obligation and the reliquidation of finally liquidated entries for importers who have not filed individual lawsuits. Accordingly, we cannot predict the timing or amount of any additional refunds, or whether refunds already received will ultimately be retained. Following the U.S. Supreme Court’s ruling, the administration has also imposed tariffs under alternative statutory authorities, the validity of which is also subject to legal challenge. As a result, the timing and extent of any refunds, the structure and scope of any new tariffs and the overall tariff framework remain uncertain and could create significant risks for our business. Depending on the countries affected, increases in tariffs have raised, and may continue to raise, the costs of inputs used in manufacturing our products, which in turn has impacted, and may further impact, our cost of goods sold. In addition, higher tariffs may lead to increased after‑tariff sales prices for the products we sell. Additionally, the economic uncertainty caused by the tariffs may result in customers delaying planned purchases of products and services. While impacts of the tariffs may be partially mitigated by the fact that a majority of our sales and manufacturing takes place outside the United States, there can be no guarantee that we will be able to fully offset the impact of existing or future tariffs through pricing, sourcing changes or other measures. Furthermore, retaliatory tariffs imposed by other countries on our exported products could negatively affect our sales and marketplace access in those countries. The economic uncertainty caused by these tariffs and related trade policy developments, together with uncertainty regarding their enforceability, continuation or modification, has adversely impacted, and is expected to continue to adversely impact, our sales.
We depend on suppliers for components, parts and raw materials for our products, and any failure by our suppliers to provide products as needed, or by us to promptly address supplier issues, will adversely impact our ability to timely and efficiently manufacture and sell products. We cannot predict or control the impact of the conflicts in Ukraine or the Middle East on our business. These conflicts have already driven increased volatility across global energy, logistics and input markets, leading to higher fuel, fertilizer, transportation and input costs, as well as general uncertainty for farmers. In addition, the potential of future natural gas shortages in Europe, as well as predicted overall shortages in other energy sources including diesel fuel, could also negatively impact our production and that of our supply chain in the future. There can be no assurance that there will not be future disruptions.
35
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
RESULTS OF OPERATIONS
Financial Highlights
The following tables set forth the percentage relationship to net sales of certain items included in our Condensed Consolidated Statements of Operations (in millions, except percentages):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| $ | % of Net Sales(1) | $ | % of Net Sales(1) | ||||||||||||||||||||
| Net sales | $ | 2,262.5 | 100.0 | % | $ | 2,476.3 | 100.0 | % | |||||||||||||||
| Cost of goods sold | 1,697.1 | 75.0 | 1,829.8 | 73.9 | |||||||||||||||||||
| Gross profit | 565.4 | 25.0 | 646.5 | 26.1 | |||||||||||||||||||
| Selling, general and administrative expenses | 303.8 | 13.4 | 340.8 | 13.8 | |||||||||||||||||||
| Engineering expenses | 121.9 | 5.4 | 123.0 | 5.0 | |||||||||||||||||||
| Amortization of intangibles | 17.1 | 0.8 | 23.0 | 0.9 | |||||||||||||||||||
| Impairment charges | — | — | (0.6) | — | |||||||||||||||||||
Restructuring and business optimization expenses | 6.5 | 0.3 | 8.7 | 0.4 | |||||||||||||||||||
Income from operations | 116.1 | 5.1 | 151.6 | 6.1 | |||||||||||||||||||
| Interest expense, net | 14.7 | 0.6 | 15.5 | 0.6 | |||||||||||||||||||
| Other expense (income), net | 33.3 | 1.5 | (208.4) | (8.4) | |||||||||||||||||||
Income before income taxes and equity in net earnings of affiliates | 68.1 | 3.0 | 344.5 | 13.9 | |||||||||||||||||||
| Income tax provision | 25.2 | 1.1 | 48.8 | 2.0 | |||||||||||||||||||
Income before equity in net earnings of affiliates | 42.9 | 1.9 | 295.7 | 11.9 | |||||||||||||||||||
| Equity in net earnings of affiliates | 7.1 | 0.3 | 7.0 | 0.3 | |||||||||||||||||||
Net income | 50.0 | 2.2 | 302.7 | 12.2 | |||||||||||||||||||
Net loss attributable to noncontrolling interests | 1.7 | 0.1 | 3.0 | 0.1 | |||||||||||||||||||
Net income attributable to AGCO Corporation | $ | 51.7 | 2.3 | % | $ | 305.7 | 12.3 | % | |||||||||||||||
(1) Rounding may impact summation of amounts.
36
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| $ | % of Net Sales(1) | $ | % of Net Sales(1) | ||||||||||||||||||||
| Net sales | $ | 7,215.1 | 100.0 | % | $ | 7,161.8 | 100.0 | % | |||||||||||||||
| Cost of goods sold | 5,422.4 | 75.2 | 5,336.1 | 74.5 | |||||||||||||||||||
| Gross profit | 1,792.7 | 24.8 | 1,825.7 | 25.5 | |||||||||||||||||||
| Selling, general and administrative expenses | 978.6 | 13.6 | 993.0 | 13.9 | |||||||||||||||||||
| Engineering expenses | 395.7 | 5.5 | 356.8 | 5.0 | |||||||||||||||||||
| Amortization of intangibles | 51.1 | 0.7 | 54.0 | 0.8 | |||||||||||||||||||
| Impairment charges | 2.1 | — | 7.3 | 0.1 | |||||||||||||||||||
| Restructuring and business optimization expenses | 27.7 | 0.4 | 37.3 | 0.5 | |||||||||||||||||||
Loss on sale of business | — | — | 12.3 | 0.2 | |||||||||||||||||||
| Income from operations | 337.5 | 4.7 | 365.0 | 5.1 | |||||||||||||||||||
| Interest expense, net | 46.9 | 0.7 | 51.8 | 0.7 | |||||||||||||||||||
| Other expense (income), net | 75.3 | 1.0 | (127.2) | (1.8) | |||||||||||||||||||
| Income before income taxes and equity in net earnings of affiliates | 215.3 | 3.0 | 440.4 | 6.1 | |||||||||||||||||||
| Income tax provision (benefit) | 70.2 | 1.0 | (154.7) | (2.2) | |||||||||||||||||||
| Income before equity in net earnings of affiliates | 145.1 | 2.0 | 595.1 | 8.3 | |||||||||||||||||||
| Equity in net earnings of affiliates | 32.1 | 0.4 | 30.7 | 0.4 | |||||||||||||||||||
Net income | 177.2 | 2.5 | 625.8 | 8.7 | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | 6.7 | 0.1 | 5.2 | 0.1 | |||||||||||||||||||
Net income attributable to AGCO Corporation | $ | 183.9 | 2.5 | % | $ | 631.0 | 8.8 | % | |||||||||||||||
___________________________________
(1) Rounding may impact summation of amounts.
Net income attributable to AGCO Corporation for the three months ended September 30, 2026, was $51.7 million, or $0.75 per diluted share, compared to $305.7 million, or $4.09 per diluted share, for the three months ended September 30, 2025. Net income attributable to AGCO Corporation for the nine months ended September 30, 2026, was $183.9 million, or $2.59 per diluted share, compared to $631.0 million, or $8.45 per diluted share, for the nine months ended September 30, 2025.
Net sales during the three months ended September 30, 2026 were approximately $2,262.5 million, or 8.6% lower than the three months ended September 30, 2025, primarily due to lower sales volumes in the Europe/Middle East and Latin America regions, most significantly in tractors, partially offset by higher sales volumes in the North America and Asia/Pacific/Africa regions, most significantly in high-horsepower tractors and hay tools. Income from operations was $116.1 million for the three months ended September 30, 2026 compared to $151.6 million in the three months ended September 30, 2025. The decrease in income from operations during 2026 was primarily the result of lower sales and production volumes, partially offset by lower selling, general and administrative expenses (“SG&A expenses”) and the benefit of certain IEEPA tariff refunds recognized during the period.
Net sales during the nine months ended September 30, 2026 were approximately $7,215.1 million, or 0.7% higher than the nine months ended September 30, 2025, primarily due to favorable currency translation and higher sales volumes in the North America and Asia/Pacific/Africa regions, most significantly in high-horsepower tractors and hay tools, partially offset by lower sales volumes in the Europe/Middle East and Latin America regions, most significantly in tractors, implements and combines. Income from operations was $337.5 million for the nine months ended September 30, 2026 compared to $365.0 million in the nine months ended September 30, 2025. The decrease in income from operations during 2026 was primarily the result of lower sales and production volumes, higher tariff-related costs and engineering expenses, partially offset by lower SG&A expenses and the benefit of certain IEEPA tariff refunds recognized during the period.
37
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
We estimate that worldwide average price increases were approximately 0.3% and 1.4% for the three months ended September 30, 2026 and 2025, respectively, and 1.3% and 0.4% for the nine months ended September 30, 2026 and 2025, respectively. Consolidated net sales of tractors and combines, which comprised approximately 64.5% and 66.5% of our net sales for the three and nine months ended September 30, 2026, respectively, decreased approximately 14.0% and remained consistent with the corresponding prior-year periods.
Overall, global production hours decreased approximately 19.4% and 2.3% during the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, reflecting our response to end market demand.
Results of Operations
Gross profit as a percentage of net sales decreased during the three and nine months ended September 30, 2026 compared to the same periods in 2025, primarily due to lower production volumes and higher manufacturing costs, including increased tariff-related costs.
SG&A expenses, as a percentage of net sales, were lower during the three months ended September 30, 2026 compared to the same period in 2025 as SG&A expenses fluctuated at a faster rate than net sales declined. SG&A expenses, as a percentage of net sales, were lower during the nine months ended September 30, 2026 compared to the same period in 2025 as SG&A expenses decreased despite a modest increase in net sales. The absolute level of SG&A expenses decreased during the three and nine months ended September 30, 2026 primarily due to cost reduction efforts and lower compensation costs. We recorded $6.5 million and $33.9 million of stock compensation expense within SG&A expenses during the three and nine months ended September 30, 2026, respectively, compared to $6.9 million and $24.3 million during the same periods in 2025.
Engineering expenses remained relatively consistent during the three months ended September 30, 2026 and increased during the nine months ended September 30, 2026 driven by an increase in product innovation and other technology investments.
No impairment charges were recorded during the three months ended September 30, 2026, and impairment charges of $2.1 million were recorded during the nine months ended September 30, 2026, compared to $(0.6) million and $7.3 million recorded during the three and nine months ended September 30, 2025, respectively, related to the impairment of certain other assets.
We recorded restructuring and business optimization expenses of $6.5 million and $27.7 million during the three and nine months ended September 30, 2026, respectively, compared to $8.7 million and $37.3 million during the same periods in 2025. The Company announced a restructuring program (the “Program”) in response to increased weakening demand in the agriculture industry in 2024. The Company incurred a substantial portion of the charges by the end of fiscal year 2025. The restructuring expenses recorded during the three and nine months ended September 30, 2026 and 2025 primarily related to severance, business optimization and other related costs associated with the Company's Program. Refer to Note 8 of our Condensed Consolidated Financial Statements for further information.
We recorded a loss on sale of business of $12.3 million during the nine months ended September 30, 2025 related to the finalization of the preliminary working capital and other adjustments related to the sale of the majority of the Company's Grain & Protein business.
Interest expense, net was $14.7 million and $46.9 million for the three and nine months ended September 30, 2026, respectively, compared to $15.5 million and $51.8 million for the comparable periods in 2025, resulting primarily from a decrease in interest expense related to lower borrowings on the Company's Credit Facility. Refer to “Liquidity and Capital Resources” for further information on our available funding.
38
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Other expense (income), net was $33.3 million and $75.3 million for the three and nine months ended September 30, 2026, respectively, compared to $(208.4) million and $(127.2) million for the comparable periods in 2025. Foreign currency exchange losses were approximately $7.4 million and $19.4 million for the three and nine months ended September 30, 2026, compared to $18.4 million and $60.6 million for the comparable periods in 2025. On April 30, 2026, the Company executed an Interests Purchase Agreement and Share Purchase Agreement (collectively the “Agreements”) with wholly owned subsidiaries of Rabobank to sell its 49% equity interests in the joint ventures in the U.S. and Canada, AGCO Finance LLC and AGCO Finance Canada, Ltd. (collectively the “North America AGCO Finance joint ventures”), respectively, for aggregate consideration of approximately $188.4 million. In connection with the Agreements, the Company entered into Financing Framework Agreements with wholly owned subsidiaries of Rabobank, which establish the commercial terms governing the future provision of financing solutions to dealers and farmers for those markets. Approximately $20.0 million of the total consideration, representing the estimated future net earnings associated with the run-off of the North America AGCO Finance portfolios existing as of the transaction date, was recognized in “Other expense (income), net” during the nine months ended September 30, 2026. Losses on sales of receivables, primarily related to our accounts receivable sales agreements with our finance joint ventures in North America, Europe and Brazil and included in “Other expense (income), net,” were approximately $20.5 million and $60.2 million, for the three and nine months ended September 30, 2026, respectively, compared to $21.9 million and $60.6 million for the comparable periods in 2025. During the three and nine months ended September 30, 2025, the Company recorded a gain of $251.9 million on the sale of an investment in affiliate related to the sale of the Company’s ownership interest in Tractors and Farm Equipment Limited (“TAFE”) within “Other expense (income), net.”
We recorded an income tax provision (benefit) of $25.2 million and $70.2 million for the three and nine months ended September 30, 2026, respectively, compared to $48.8 million and $(154.7) million for the three and nine months ended September 30, 2025. Our effective tax rate varies from period to period due to the mix of taxable income and losses in the various tax jurisdictions in which we operate. Our effective tax rates for the three and nine months ended September 30, 2026, were higher than the comparable periods in 2025, primarily due to tax benefits recognized in 2025 associated with a legal entity reorganization. During the three and nine months ended September 30, 2025, the Company’s income tax provision included a net tax benefit of $4.7 million and $259.9 million, respectively, related to a legal entity reorganization.
Equity in net earnings of affiliates, which is primarily comprised of income from our AGCO Finance joint ventures, was $7.1 million and $32.1 million for the three and nine months ended September 30, 2026, respectively, compared to $7.0 million and $30.7 million for the three and nine months ended September 30, 2025.
The Company recorded a net loss attributable to noncontrolling interests of $1.7 million and $6.7 million during the three and nine months ended September 30, 2026, respectively, compared to $3.0 million and $5.2 million recorded during the three and nine months ended September 30, 2025. The net loss primarily relates to the noncontrolling interests of the PTx Trimble joint venture held by Trimble, which owns a 15% interest in the joint venture.
39
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Results of Operations - Segment Information
The Company has four operating segments which are also its reportable segments which consist of the Europe/Middle East (“EME”), North America, Latin America (“LATAM”) and Asia/Pacific/Africa (“APA”) regions. Effective January 1, 2026, the Company realigned its organizational structure to support its Farmer‑First transformation initiatives in North America. As a result, the Company’s Mexico operations were transferred from the North America segment to the South America segment, which was renamed Latin America. Segment information for all prior periods presented has been retrospectively adjusted to reflect this change. The Company’s reportable segments are geography based and distribute a full range of agricultural machinery and precision agriculture technology. The Company evaluates segment performance primarily based on income from operations. Sales for each segment are based on the location of the third-party customer. The Company’s selling, general and administrative expenses and engineering expenses are charged to each segment based on the region and division where the expenses are incurred. As a result, the components of income (loss) from operations for one segment may not be comparable to another segment.
EME
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | 2026 | 2025 | $ | ||||||||||||||||||||||||||||||
| Net sales | $ | 1,306.1 | $ | 1,613.8 | $ | (307.7) | $ | 4,639.3 | $ | 4,719.2 | $ | (79.9) | |||||||||||||||||||||||
| Income from operations | 137.3 | 252.4 | (115.1) | 656.5 | 668.1 | (11.6) | |||||||||||||||||||||||||||||
Net sales in EME decreased in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to sales volume decreases, most significantly in high-horsepower tractors, and unfavorable foreign currency translation. Income from operations decreased $115.1 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to lower sales and production volumes.
Net sales in EME decreased in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to sales volume decreases, most significantly in high-horsepower and mid-range tractors, partially offset by favorable foreign currency translation. Income from operations decreased $11.6 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of lower sales and production volumes and higher engineering expenses, partially offset by favorable product mix.
North America
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | 2026 | 2025 | $ | ||||||||||||||||||||||||||||||
| Net sales | $ | 485.3 | $ | 359.9 | $ | 125.4 | $ | 1,363.2 | $ | 1,123.3 | $ | 239.9 | |||||||||||||||||||||||
| Income (loss) from operations | 13.8 | (42.0) | 55.8 | (61.7) | (91.4) | 29.7 | |||||||||||||||||||||||||||||
Net sales in North America increased in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to sales volume increases, most significantly in high-horsepower and mid-range tractors, replacement parts and hay tools. Income from operations increased $55.8 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to higher sales and production volumes and the benefit of certain IEEPA tariff refunds recognized during the period.
Net sales in North America increased in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors and hay tools. Income from operations increased $29.7 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to the benefit of certain IEEPA tariff refunds recognized during the period and higher sales and production volumes, partially offset by higher tariff-related costs.
40
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
LATAM
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | 2026 | 2025 | $ | ||||||||||||||||||||||||||||||
| Net sales | $ | 292.3 | $ | 345.5 | $ | (53.2) | $ | 775.3 | $ | 931.9 | $ | (156.6) | |||||||||||||||||||||||
| Income (loss) from operations | 7.4 | 20.4 | (13.0) | (55.3) | 53.8 | (109.1) | |||||||||||||||||||||||||||||
Net sales decreased in LATAM in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to sales volume declines, most significantly in tractors, sprayers, implements and combines, partially offset by favorable foreign currency translation. Income from operations decreased $13.0 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily as a result of lower sales and production volumes.
Net sales decreased in LATAM in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to sales volume declines, most significantly in tractors, implements, combines and replacement parts, and negative pricing impacts, partially offset by favorable foreign currency translation. Income from operations decreased $109.1 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of lower sales and production volumes, higher engineering expenses and negative pricing impacts.
APA
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | 2026 | 2025 | $ | ||||||||||||||||||||||||||||||
| Net sales | $ | 178.8 | $ | 157.1 | $ | 21.7 | $ | 437.3 | $ | 387.4 | $ | 49.9 | |||||||||||||||||||||||
| Income from operations | 24.9 | 7.7 | 17.2 | 39.2 | 14.4 | 24.8 | |||||||||||||||||||||||||||||
Net sales increased in APA in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors and hay tools, and favorable foreign currency translation. Income from operations increased $17.2 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, reflecting higher sales, favorable product mix and lower SG&A expenses, primarily due to reduced bad debt expense.
Net sales increased in APA in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to sales volume increases, most significantly in high-horsepower tractors, combines and sprayers, and favorable foreign currency translation. Income from operations increased $24.8 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to higher sales, favorable product mix and lower SG&A expenses, primarily due to reduced bad debt expense.
41
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
LIQUIDITY AND CAPITAL RESOURCES
Our financing requirements generally are subject to variations due to seasonal changes in inventory and receivable levels. Internally generated funds are supplemented when necessary from external sources, primarily our credit facilities and accounts receivable sales agreement facilities. Additional information regarding our indebtedness is contained in Note 7 to the Condensed Consolidated Financial Statements. We believe that the borrowings and facilities listed below, together with available cash and internally generated funds, and assuming customary renewals and replacements, will be sufficient to support our working capital, capital expenditures and debt service requirements for the foreseeable future (in millions):
September 30, 2026(1) | |||||
| Credit facility, expires 2027 | $ | 254.4 | |||
5.450% Senior notes due 2027 | 400.0 | ||||
5.800% Senior notes due 2034 | 700.0 | ||||
0.800% Senior notes due 2028 | 681.4 | ||||
| EIB Senior term loan due 2029 | 283.9 | ||||
| EIB Senior term loan due 2030 | 193.1 | ||||
Senior term loans due between 2026 and 2028 | 94.8 | ||||
____________________________________
(1) The amounts above are gross of debt issuance costs of an aggregate amount of approximately $7.7 million.
The Company has a credit facility providing for a $1.25 billion multi-currency unsecured revolving credit facility (“Credit Facility”) that matures on December 19, 2027. As of September 30, 2026, the Company had $254.4 million in outstanding borrowings under the revolving credit facility and had the ability to borrow $995.6 million.
In addition, the Company has an uncommitted revolving credit facility that allows the Company to borrow up to €200.0 million (or approximately $227.1 million as of September 30, 2026). The credit facility expires on December 31, 2026. As of September 30, 2026, the Company had no outstanding borrowings under the revolving credit facility.
AGCO Finance joint ventures offer both retail financing and wholesale financing to our dealers in the U.S., Canada, Europe, Brazil, Argentina, and Australia. The equity joint ventures are structured with AGCO holding a 49% ownership interest, with the remaining interest owned by a wholly owned subsidiary of Rabobank. The Company continually evaluates opportunities to optimize regulatory capital efficiency and capital deployment, while strengthening its strategic partnership with Rabobank and its commitment to providing competitive financing solutions to farmers and dealers.
To better align with evolving market dynamics and increasing regulatory and compliance requirements, on April 30, 2026, the Company executed an Interests Purchase Agreement and Share Purchase Agreement (collectively the “Agreements”) with wholly owned subsidiaries of Rabobank to sell its 49% equity interests in the joint ventures in the U.S. and Canada, AGCO Finance LLC and AGCO Finance Canada, Ltd. (collectively the “North America AGCO Finance joint ventures”), respectively, for aggregate consideration of approximately $188.4 million. The consideration consisted of (i) approximately $168.4 million, representing the carrying value of the Company's equity interests in the North America AGCO Finance joint ventures, previously included in “Investments in affiliates” on the Company's Condensed Consolidated Balance Sheets, and (ii) approximately $20.0 million, representing the estimated future net earnings associated with the run-off of the North America AGCO Finance portfolios existing as of the transaction date, which was recognized in “Other expense (income), net” within the Company's Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026. The proceeds were used as a source of funding for the Company's most recent share repurchase program executed in the second quarter of 2026. In connection with the Agreements, the Company entered into Financing Framework Agreements with wholly owned subsidiaries of Rabobank, which establish the commercial terms governing the future provision of financing solutions to dealers and farmers for those markets. The Company will continue to evaluate similar agreements in respect of other joint ventures with wholly owned subsidiaries of Rabobank in the future. This structural evolution strengthens the Company’s Farmer‑First strategy, ensures continued access to competitive financing offerings, and allows AGCO and Rabobank and its subsidiaries to more effectively address increasing regulatory and compliance requirements.
The Company had redeemable noncontrolling interests of $290.4 million as of September 30, 2026 resulting from the PTx Trimble joint venture transaction, which may require the use of cash in certain instances, beginning in 2027.
42
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
In October 2026, the Company repaid €52.5 million (or approximately $58.9 million) upon maturity of the Senior term loans due 2026.
The Company is in compliance with the financial covenants contained in these facilities and expects to continue to maintain such compliance. Should we ever encounter difficulties, our historical relationship with our lenders has been strong, and we anticipate their continued long-term support of our business.
Our debt to capitalization ratio, which is total indebtedness divided by the sum of total indebtedness, excluding short-term borrowings due within one year, and stockholders’ equity, was 39.0% and 35.8% at September 30, 2026 and December 31, 2025, respectively.
Supplemental Guarantor Financial Information
On March 21, 2024, the Company issued (i) $400.0 million aggregate principal amount of 5.450% Senior Notes due 2027 (the “2027 Notes”) and (ii) $700.0 million aggregate principal amount of 5.800% Senior Notes due 2034 (the “2034 Notes”, and together with the 2027 Notes, the “Notes”). The 2027 Notes and the 2034 Notes are unsecured and unsubordinated indebtedness of the Company and are guaranteed on a senior unsecured basis, jointly and severally, by AGCO International Holdings B.V., AGCO International GmbH and Massey Ferguson Corp., direct and indirect subsidiaries of the Company (collectively, the “Guarantors”).
The following tables present summarized financial information of AGCO Corporation, as the issuer of the 2027 Notes and the 2034 Notes, and the Guarantors on a combined basis after elimination of intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary. As used herein, “obligor group” means AGCO Corporation, as the issuer of the debt securities, and the Guarantors on a combined basis. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the obligor group and is not intended to present the financial position or results of operations of the obligor group in accordance with generally accepted accounting principles as such principles are in effect in the United States.
Balance Sheet Information
| (in millions) | As of September 30, 2026 | As of December 31, 2025 | |||||||||
Current assets(a) | $ | 4,341.4 | $ | 4,771.1 | |||||||
Noncurrent assets(b) | 1,650.5 | 1,575.9 | |||||||||
Current liabilities(c) | 3,951.2 | 4,155.6 | |||||||||
Noncurrent liabilities(d) | 4,321.6 | 4,192.5 | |||||||||
____________________________________
(a) Includes amounts due from non-guarantor subsidiaries of $2,246.3 million and $2,628.9 million as of September 30, 2026 and December 31, 2025, respectively.
(b) Includes amounts due from non-guarantor subsidiaries of $276.7 million and $108.2 million as of September 30, 2026 and December 31, 2025, respectively.
(c) Includes amounts due to non-guarantor subsidiaries of $1,956.2 million and $2,557.6 million as of September 30, 2026 and December 31, 2025, respectively.
(d) Includes amounts due to non-guarantor subsidiaries of $1,860.1 million and $1,556.0 million as of September 30, 2026 and December 31, 2025, respectively.
43
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
Statement of Operations Information
| (in millions) | Nine Months Ended September 30, 2026 | ||||
Revenues(a) | $ | 5,413.4 | |||
| Income from operations | 332.1 | ||||
| Net loss | (93.7) | ||||
| Net loss attributable to obligor group | (93.7) | ||||
(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $3,570.6 million.
The following tables present summarized financial information of AGCO International GmbH, after elimination of intercompany transactions and balances within the Guarantors and equity in the earnings from and investments in any non-guarantor subsidiary.
Balance Sheet Information
| (in millions) | As of September 30, 2026 | As of December 31, 2025 | |||||||||
Current assets(a) | $ | 3,236.4 | $ | 3,661.3 | |||||||
Noncurrent assets(b) | 534.3 | 371.8 | |||||||||
Current liabilities(c) | 2,693.4 | 3,281.7 | |||||||||
Noncurrent liabilities(d) | 1,921.8 | 1,619.0 | |||||||||
(a) Includes amounts due from non-guarantor subsidiaries of $1,902.8 million and $2,329.1 million as of September 30, 2026 and December 31, 2025, respectively.
(b) Includes amounts due from non-guarantor subsidiaries of $273.7 million and $102.6 million as of September 30, 2026 and December 31, 2025, respectively.
(c) Includes amounts due to non-guarantor subsidiaries of $1,810.5 million and $2,368.1 million as of September 30, 2026 and December 31, 2025, respectively.
(d) Includes amounts due to non-guarantor subsidiaries of $1,860.1 million and $1,556.0 million as of September 30, 2026 and December 31, 2025, respectively.
Statement of Operations Information
| (in millions) | Nine Months Ended September 30, 2026 | ||||
Revenues(a) | $ | 4,284.5 | |||
| Income from operations | 548.6 | ||||
| Net income | 125.2 | ||||
| Net income attributable to obligor group | 125.2 | ||||
(a) Includes intercompany revenues generated from non-guarantor subsidiaries of $3,328.2 million.
Our accounts receivable sales agreements in North America, Europe and Brazil permit the sale, on an ongoing basis, of a majority of our receivables to our U.S., Canadian, European and Brazilian finance joint ventures. The sales of all receivables are without recourse to us. We do not service the receivables after the sales occur, and we do not maintain any direct retained interest in the receivables. These agreements are accounted for as off-balance sheet transactions. The cash received from receivables sold under these accounts receivable sales agreements that remain outstanding as of September 30, 2026 and December 31, 2025 was approximately $1.7 billion and $2.1 billion, respectively.
44
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
In addition, we sell certain trade receivables under factoring arrangements to other financial institutions around the world. The cash received from trade receivables sold under factoring arrangements that remain outstanding as of September 30, 2026 and December 31, 2025 was approximately $239.2 million and $270.5 million, respectively.
In order to efficiently manage our liquidity, we generally pay vendors in accordance with negotiated terms. To enable vendors to obtain payment in advance of our payment due dates to them, we have established programs in certain markets with financial institutions under which the vendors have the option to be paid by the financial institutions earlier than the payment due dates. Should we not be able to negotiate extended payment terms with our vendors, or should financial institutions no longer be willing to participate in early payment programs with us, we would expect to have sufficient liquidity to timely pay our vendors without any material impact on us or our financial position. As of September 30, 2026 and December 31, 2025, the amount outstanding that remains unpaid to the banks or other intermediaries associated with these programs totaled $52.1 million and $31.7 million, respectively. Refer to Note 6 of our Condensed Consolidated Financial Statements for further discussion.
Cash Flows
Cash flows used in operating activities were approximately $218.4 million for the first nine months of 2026 compared to cash flows provided by operating activities of approximately $224.5 million for the same period in 2025. The change in cash flows was primarily due to net working capital changes as inventories increased by $302.4 million in the first nine months of 2026 while increasing by $113.4 million in the same period in 2025. Accounts and notes receivable, net, increased by $181.3 million in the first nine months of 2026, while decreasing by $81.1 million in the same period in 2025.
Our working capital requirements are seasonal, with investments in working capital typically building in the first half of the year and then reducing in the second half of the year.
Capital expenditures for the first nine months of 2026 were approximately $162.2 million compared to $159.3 million for the same period in 2025.
Share Repurchase Program and Dividends
On July 9, 2025, the Company's Board of Directors authorized a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of the Company's common stock, which has no expiration date. In May 2026, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase an aggregate of $293.0 million of shares of its common stock. The Company received approximately 1,997,613 shares associated with this transaction as of June 30, 2026. In July 2026, the Company received an additional 593,462 shares upon final settlement of its May 2026 ASR agreement. In November 2025, the Company entered into ASR agreements with two financial institutions to repurchase an aggregate of $250.0 million of shares of its common stock. The Company received approximately 1,997,204 shares associated with these transactions as of December 31, 2025. In February 2026, the Company received an additional 333,755 shares upon final settlement of its November 2025 ASR agreements. All shares received under the ASR agreements were retired upon receipt, and the excess of the purchase price over par value per share was recorded to a combination of “Additional paid-in capital” and “Retained earnings” within the Company’s Condensed Consolidated Balance Sheets. In conjunction with the Cooperation Agreement entered into with Tractors and Farm Equipment Limited (“TAFE”) in June 2025 (the “Cooperation Agreement”), TAFE agreed to participate on a pro-rata basis in the Company’s share repurchase programs as authorized by the Company’s Board of Directors from time to time. Under the Cooperation Agreement, TAFE also retains the right to maintain its existing percentage of beneficial ownership of the Company’s common stock. In February 2026, pursuant to the Cooperation Agreement, the Company committed to repurchase a pro-rata amount of shares from TAFE related to the Company's share repurchase program executed in the fourth quarter of 2025. The Company accounted for this arrangement as a forward share repurchase contract and, as of March 31, 2026, recorded a liability. Settlement occurred in May 2026, resulting in the repurchase of 422,590 shares for approximately $52.1 million. In August 2026, pursuant to the Cooperation Agreement, the Company committed to repurchase a pro-rata amount of shares from TAFE related to the Company's share repurchase program executed in the second quarter of 2026. The Company accounted for this arrangement as a forward share repurchase contract and settlement occurred in August 2026, resulting in the repurchase of 492,418 shares for approximately $56.8 million. All shares repurchased 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 September 30, 2026, the remaining amount authorized to be repurchased under board-approved share repurchase authorizations was approximately $383.1 million, which has no expiration date.
45
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
During the three months ended September 30, 2026 and 2025, the Company declared and paid cash dividends of $0.30 and $0.29 per common share, respectively. During the nine months ended September 30, 2026 and 2025, the Company declared and paid cash dividends of $0.89 and $0.87 per common share, respectively. On April 23, 2026, the Company's Board of Directors approved an increase in the Company's regular quarterly dividend to $0.30 per share, from $0.29 per share. On October 22, 2026, the Company's Board of Directors declared a regular quarterly dividend of $0.30 per common share to be paid on December 15, 2026, to all stockholders of record as of the close of business on November 16, 2026.
COMMITMENTS, OFF-BALANCE SHEET ARRANGEMENTS AND CONTINGENCIES
We are party to a number of commitments and other financial arrangements, which may include off-balance sheet arrangements. At September 30, 2026, we had outstanding guarantees issued to our Argentine finance joint venture, AGCO Capital, of approximately $86.1 million. In addition, the Company guarantees residual values that may be owed to its finance joint ventures, primarily in the United States and Canada, due upon expiration of certain eligible operating leases between the finance joint ventures and end users. At September 30, 2026, the Company had accrued approximately $12.9 million of outstanding guarantees of residual values related to the United States and Canada. The maximum potential amount of future payments under these guarantees is approximately $242.9 million.
We sell certain accounts receivable under factoring arrangements to our finance joint ventures and to financial institutions around the world. We account for the sale of such receivables as off balance sheet transactions. Our finance joint ventures in Europe, Brazil and Australia also provide wholesale financing directly to our dealers. As of September 30, 2026 and December 31, 2025, these finance joint ventures had approximately $139.4 million and $107.5 million, respectively, of outstanding accounts receivable associated with these arrangements. The total finance portfolio in our finance joint ventures was approximately $14.9 billion and $15.1 billion as of September 30, 2026 and December 31, 2025, respectively. The total finance portfolio as of September 30, 2026 and December 31, 2025 included approximately $12.8 billion and $12.7 billion, respectively, of retail receivables and $2.1 billion and $2.4 billion, respectively, of wholesale receivables from AGCO dealers.
Contingencies
We are party to various claims and lawsuits arising in the normal course of business. We closely monitor these claims and lawsuits and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position or results of operations and accrue and/or disclose loss contingencies as appropriate. Refer to Note 15 of our Condensed Consolidated Financial Statements for further information.
OUTLOOK
Global industry demand for farm equipment, driven by farm income, is expected to decline during 2026 in most major markets compared to 2025. Our net sales are expected to modestly decrease in 2026 compared to 2025, resulting from lower sales volumes, partially offset by positive pricing, favorable currency translation and sales mix. Operating margins will reflect lower sales and production volumes and tariff headwinds, partially offset by positive pricing and continued cost controls.
Our outlook is based on current assumptions regarding a number of factors including demand, currency stability, pricing and market share gains. If our assumptions are incorrect, or other issues arise or return, such as tariffs or a worsening of our supply chain, our results of operations will be adversely impacted. Refer to “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion.
46
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates estimates, including those related to discount and sales incentive allowances, deferred income taxes and uncertain income tax positions, pensions, goodwill, other intangible and long-lived assets. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. A description of critical accounting policies and related judgments and estimates that affect the preparation of our Condensed Consolidated Financial Statements is set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
FORWARD-LOOKING STATEMENTS
Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q are forward-looking, including certain statements set forth under the headings “Liquidity and Capital Resources” and “Outlook.” Forward-looking statements reflect assumptions, expectations, projections, intentions or beliefs about future events. These statements, which may relate to such matters as earnings, net sales, margins, industry conditions, market demand, commodity prices, farm incomes, weather conditions, foreign currency translation impacts, general economic outlook, dividends, share repurchases, availability of financing, product development and enhancement, factory productivity, production and sales volumes, benefits from cost reduction initiatives, material costs, pricing impacts, tax rates, compliance with loan covenants, capital expenditures and working capital and debt service requirements are “forward-looking statements” within the meaning of the federal securities laws. These statements do not relate strictly to historical or current facts, and you can identify certain of these statements, but not necessarily all, by the use of the words “anticipate,” “assumed,” “indicate,” “estimate,” “believe,” “predict,” “forecast,” “rely,” “expect,” “continue,” “grow” and other words of similar meaning. Although we believe that the expectations and assumptions reflected in these statements are reasonable in view of the information currently available to us, there can be no assurance that these expectations will prove to be correct.
These forward-looking statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in or implied by the forward-looking statements. Adverse changes in any of the following factors could cause actual results to differ materially from the forward-looking statements:
• general economic and capital market conditions;
• availability of credit to our retail customers;
• the worldwide demand for agricultural products;
• grain stock levels and the levels of new and used field inventories;
• cost of steel and other raw materials;
• energy costs;
• performance and collectability of the accounts receivable originated or owned by AGCO or our finance joint ventures;
• government policies, tariffs and subsidies;
• uncertainty regarding changes in the international tariff regimes (including implementation of new tariffs and retaliatory measures) and product embargoes and their impact on the cost of the products that we sell;
• weather conditions;
• interest and foreign currency exchange rates;
• limitations on ability to repatriate funds;
• inflation, including in individual countries that have been designated as highly inflationary;
• pricing and product actions taken by competitors;
• commodity prices, acreage planted and crop yields;
• farm income, land values, debt levels and access to credit;
• pervasive livestock diseases;
47
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
• production disruptions, including due to component and raw material availability;
• production levels and capacity constraints at our facilities, including those resulting from plant expansions and systems upgrades;
• integration of recent and future acquisitions, including the completed acquisition on April 1, 2024 of the Trimble ag assets and formation of the joint venture, PTx Trimble, and the ability to obtain the expected results;
• our expansion plans in emerging markets;
• supply constraints, including energy shortages;
• our cost reduction and control initiatives;
• our research and development efforts;
• dealer and distributor actions;
• regulations affecting privacy and data protection;
• technological difficulties;
• the impact of future pandemics on product demand and production;
• the occurrence of future cyberattacks, including ransomware attacks; and
• the conflicts in Ukraine and the Middle East.
In 2025, the U.S. government implemented a series of tariffs on goods imported into the United States from various countries, and in many cases these measures resulted in reciprocal tariffs and other actions on goods exported from the United States. These tariffs and related actions are complex, continuously evolving and remain highly volatile as trade negotiations and legal challenges proceed. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. government had relied on to impose certain tariffs, does not authorize the administration to impose such tariffs. Following that decision, on March 4, 2026, the U.S. Court of International Trade (“CIT”) ordered U.S. Customs and Border Protection (“CBP”) to process refunds of tariffs imposed under IEEPA, and on March 27, 2026, the CIT issued an amended order expanding the scope of entries subject to reliquidation. On April 20, 2026, the Consolidated Administration and Processing of Entries (“CAPE”) system opened for the first phase of refund filings, and on June 29, 2026, CBP expanded CAPE to accept additional categories of entries. We have submitted refund claims under both phases and, as of the date of this report, have received refunds with respect to a portion of those claims. Certain other entries remain subject to refund procedures that CBP has not yet defined. Refunds received remain subject to CBP review and to the outcome of the administration’s appeal described below, and we could be required to repay some or all of the amounts received. The administration has appealed the CIT's refund order to the U.S. Court of Appeals for the Federal Circuit, contesting both the scope of the refund obligation and the reliquidation of finally liquidated entries for importers who have not filed individual lawsuits. Accordingly, we cannot predict the timing or amount of any additional refunds, or whether refunds already received will ultimately be retained. Following the U.S. Supreme Court’s ruling, the administration has also imposed tariffs under alternative statutory authorities, the validity of which is also subject to legal challenge. As a result, the timing and extent of any refunds, the structure and scope of any new tariffs and the overall tariff framework remain uncertain and could create significant risks for our business. Depending on the countries affected, increases in tariffs have raised, and may continue to raise, the costs of inputs used in manufacturing our products, which in turn has impacted, and may further impact, our cost of goods sold. In addition, higher tariffs may lead to increased after‑tariff sales prices for the products we sell. Additionally, the economic uncertainty caused by the tariffs may result in customers delaying planned purchases of products and services. While impacts of the tariffs may be partially mitigated by the fact that a majority of our sales and manufacturing takes place outside the United States, there can be no guarantee that we will be able to fully offset the impact of existing or future tariffs through pricing, sourcing changes or other measures. Furthermore, retaliatory tariffs imposed by other countries on our exported products could negatively affect our sales and marketplace access in those countries. The economic uncertainty caused by these tariffs and related trade policy developments, together with uncertainty regarding their enforceability, continuation or modification, has adversely impacted, and is expected to continue to adversely impact, our sales.
We depend on suppliers for components, parts and raw materials for our products, and any failure by our suppliers to provide products as needed, or by us to promptly address supplier issues, will adversely impact our ability to timely and efficiently manufacture and sell products. We cannot predict or control the impact of the conflicts in Ukraine or the Middle East on our business. These conflicts have already driven increased volatility across global energy, logistics and input markets, leading to higher fuel, fertilizer, transportation and input costs, as well as general uncertainty for farmers. In addition, the potential of future natural gas shortages in Europe, as well as predicted overall shortages in other energy sources including diesel fuel, could also negatively impact our production and that of our supply chain in the future. There can be no assurance that there will not be future disruptions.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)
We have a substantial amount of indebtedness, and, as a result, we are subject to certain restrictive covenants and payment obligations that may adversely affect our ability to operate and expand our business.
Any forward-looking statement should be considered in light of such important factors. For additional factors and additional information regarding these factors, see “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025.
New factors that could cause actual results to differ materially from those described above emerge from time to time, and it is not possible for us to predict all of such factors or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and we disclaim any obligation to update the information contained in such statement to reflect subsequent developments or information except as required by law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk Management
For quantitative and qualitative disclosures about market risks, see “Quantitative and Qualitative Disclosures About Market Risks” in Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2025. As of the third quarter of 2026, there have been no material changes in our exposure to market risks.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2026, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during the three months ended September 30, 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are a party to various other legal claims and actions incidental to our business. These items are more fully discussed in Note 15 to our Condensed Consolidated Financial Statements.
ITEM 1A. RISK FACTORS
There have been no material changes to our risks and uncertainties disclosed under “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. The risks and uncertainties described in our risk factors have the potential to materially affect our business, results of operations, financial condition and cash flows. These risks are not exclusive and additional risks to which we are subject include the factors mentioned under “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The table below sets forth information with respect to purchases of our common stock made by or on behalf of us during the three months ended September 30, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(3) | ||||||||||||||||||||||
July 1, 2026 through July 31, 2026(1) | — | $ | — | — | $ | 439.9 | ||||||||||||||||||||
August 1, 2026 through August 31, 2026(2) | 492,418 | 115.33 | 492,418 | 383.1 | ||||||||||||||||||||||
| September 1, 2026 through September 30, 2026 | — | — | — | 383.1 | ||||||||||||||||||||||
| Total | 492,418 | $ | 115.33 | 492,418 | $ | 383.1 | ||||||||||||||||||||
___________________________________
(1) In May 2026, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to repurchase an aggregate of $293.0 million of shares of its common stock. The ASR agreement resulted in the initial delivery of approximately 1,997,613 shares of our common stock in May 2026, representing approximately 80% of the shares to be purchased in connection with the transaction. In July 2026, the remaining 593,462 shares under the ASR agreement were delivered. The May 2026 accelerated share repurchase agreement resulted in the repurchase of an aggregate of 2,591,075 shares at an average price of approximately $113.08 per share.
(2) In conjunction with the Cooperation Agreement entered into with Tractors and Farm Equipment Limited (“TAFE”) in June 2025 (the “Cooperation Agreement”), TAFE agreed to participate on a pro-rata basis in the Company’s share repurchase programs as authorized by the Company’s Board of Directors from time to time. In August 2026, pursuant to the Cooperation Agreement, the Company committed to repurchase a pro-rata amount of shares from TAFE related to the Company's share repurchase program executed in the second quarter of 2026. The Company accounted for this arrangement as a forward share repurchase contract and settlement occurred in August 2026, resulting in the repurchase of 492,418 shares for approximately $56.8 million. The average price paid per share related to the TAFE repurchase activity reflected in the table above was $115.3334. Refer to Note 10 of our Condensed Consolidated Financial Statements contained in Item 1, “Financial Statements” for further discussion of this matter.
(3) The remaining authorized amount to be repurchased is $383.1 million, which has no expiration date.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted terminated
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ITEM 6. EXHIBITS
(Each management contract or compensation plan required to be filed as an exhibit is identified by an asterisk (*). The Company is not filing, under Item 4, instruments defining the rights of holders of long-term debt where the debt does not exceed 10% of the Company’s total assets. The Company agrees to furnish copies of those instruments to the Commission upon request.)
| Exhibit Number | Description of Exhibit | The filings referenced for incorporation by reference are AGCO Corporation | ||||||||||||
| July 10, 2026, Form 8-K, Exhibit 3.1 | ||||||||||||||
| August 3, 2026, Form 8-K, Exhibit 10.1 | ||||||||||||||
| Filed herewith | ||||||||||||||
| Filed herewith | ||||||||||||||
| Filed herewith | ||||||||||||||
| Furnished herewith | ||||||||||||||
| 101 | The following unaudited financial information from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, are formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Income; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements | Filed herewith | ||||||||||||
| 104 | Cover Page Interactive Data File - the cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 is formatted in Inline XBRL | Filed herewith | ||||||||||||
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SIGNATURES
Pursuant to the requirements 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 | |||||||||||
| Date: | October 29, 2026 | By: | /s/ Indira Agarwal | ||||||||
| Indira Agarwal Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
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Exhibit 22.1
List of Subsidiary Guarantors
As of September 30, 2026, the 5.450% Senior Notes due 2027 and the 5.800% Senior Notes due 2034 issued by AGCO Corporation are guaranteed by the following direct and indirect subsidiaries of AGCO Corporation:
| Name of Subsidiary | State or Other Jurisdiction of Incorporation or Organization | |||||||
| AGCO International Holdings B.V. | The Netherlands | |||||||
| AGCO International GmbH | Switzerland | |||||||
| Massey Ferguson Corp. | Delaware | |||||||
Exhibit 31.1
Certification Pursuant to § 302 of the Sarbanes-Oxley Act of 2002
I, Eric P. Hansotia, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of AGCO Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | October 29, 2026 | |||||||
| /s/ Eric P. Hansotia | ||||||||
| Eric P. Hansotia | ||||||||
| Chairman of the Board, President and Chief Executive Officer | ||||||||
Exhibit 31.2
Certification Pursuant to § 302 of the Sarbanes-Oxley Act of 2002
I, Indira Agarwal, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of AGCO Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | October 29, 2026 | |||||||
| /s/ Indira Agarwal | ||||||||
| Indira Agarwal | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
CERTIFICATION
The undersigned, as the Chairman of the Board, President and Chief Executive Officer and as the Senior Vice President and Chief Financial Officer of AGCO Corporation, respectively, certify that, to the best of their knowledge and belief, the Quarterly Report on Form 10-Q for the period ended September 30, 2026, which accompanies this certification fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of AGCO Corporation at the dates and for the periods indicated. The foregoing certifications are made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be relied upon for any other purpose.
| /s/ Eric P. Hansotia | ||||||||
| Eric P. Hansotia | ||||||||
| Chairman of the Board, President and Chief Executive Officer | ||||||||
| October 29, 2026 | ||||||||
| /s/ Indira Agarwal | ||||||||
| Indira Agarwal | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
| October 29, 2026 | ||||||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to AGCO Corporation and will be retained by AGCO Corporation and furnished to the Securities and Exchange Commission or its staff upon request.