UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Dated February 9, 2006
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:
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On February 9, 2006, AGCO Corporation issued a press release reporting its financial results for
the fourth quarter and full year ended December 31, 2005. A copy of the press release is attached
as Exhibit 99.1.
In the news release, AGCO uses non-GAAP financial measures. For purposes of SEC Regulation G, a
non-GAAP financial measure is a numerical measure of a registrants 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, 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 operating income, 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 AGCOs business, but vary in size and frequency. The 2005 year-to-date amounts
disclosed have also been adjusted for costs associated with a June 2005 bond redemption, as well as
a non-cash adjustment to increase AGCOs valuation allowance against its U.S. deferred income tax
assets. The redemption of AGCOs bonds during June 2005 resulted in a one-time charge related to
the premium paid to redeem the bonds, and the non-cash adjustment recorded during the fourth
quarter of 2005 to increase AGCOs valuation allowance against its U.S. deferred income tax assets
resulted in a one-time charge to the tax provision. Such charges are infrequent in nature and
result in a significant impact to AGCOs results. AGCO believes that the adjusted amounts provide
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. Management also uses these amounts to compare performance to budget.
The information in this Report and the Exhibits 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
(c) Exhibit
99.1 Press Release of AGCO Corporation, issued February 9, 2006 (furnished for purposes of Item
2.02).