UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Dated February 8, 2011
of
AGCO CORPORATION
A Delaware Corporation
IRS Employer Identification No. 58-1960019
SEC File Number 1-12930
4205 River Green Parkway
Duluth, Georgia 30096
(770) 813-9200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On February 8, 2011, AGCO Corporation issued a press release reporting its financial results
for the fourth quarter and year ended December 31, 2010. A copy of the press release is attached hereto as
Exhibit 99.1.
In the press release, AGCO uses non-GAAP financial measures. For purposes of SEC Regulation G, a
“non-GAAP financial measure” is a numerical measure of a registrant’s historical or future
performance, financial position or cash flows that excludes amounts, or is subject to adjustments
that have the effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement of income, balance sheet
or statement of cash flows of the issuer; or includes amounts, or is subject to adjustments that
have the effect of including amounts, that are excluded from the most directly comparable measure
so calculated and presented. Non-GAAP financial measures should not be considered as alternatives
to operating income, net income and earnings per share as computed under GAAP for the applicable
period. AGCO considers operating income, net income and earnings per share to be the most
comparable GAAP financial measures to the non-GAAP financial measures that AGCO provides, and AGCO
has included, as a part of the press release, a reconciliation of the non-GAAP financial measures
to the most directly comparable GAAP financial measure.
AGCO uses income from operations, net income and earnings per share amounts that have been
adjusted to exclude restructuring and other infrequent expenses. Restructuring and other
infrequent expenses occur regularly in AGCO’s business, but vary in size and frequency. AGCO
believes that the adjusted amounts provide management and investors useful information because the
expenses that are excluded relate to events that resulted in a significant impact during the
quarter, but will recur only in varied amounts and with unpredictable frequency.
AGCO’s management historically has focused on the generation of cash flow in order to reduce
indebtedness and for other corporate purposes. Management uses free cash flow to assess its
performance in this area. AGCO believes that free cash flow provides a meaningful measure to
investors because, unlike cash flow from operations, it includes the impact of capital expenditures
and, therefore, provides a more complete picture of cash generation.
AGCO also provides net sales amounts that have been adjusted to exclude the impact of currency
translation. AGCO believes that the adjusted amounts provide useful information to management and
investors to better analyze the causes of changes in sales between periods.
The information in this Form 8-K and the Exhibit shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing of AGCO under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibit
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99.1
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Press Release of AGCO Corporation, issued February 8, 2011. |