AGCO CORP /DE, 424B4, 1997-03-04

AGCO CORP /DE
424B4, 1997-03-04
FARM MACHINERY & EQUIPMENT

Previous: UNITED WASTE SYSTEMS INC, 424B5, 1997-03-04

Next: AGCO CORP /DE, 424B4, 1997-03-04

<PAGE> 1
Filed pursuant to Rule 424(b)(4)
Registration No. 333-20125

PROSPECTUS

4,700,000 SHARES

[AGCO LOGO]

AGCO CORPORATION
COMMON STOCK
------------------------
Of the 4,700,000 shares of Common Stock offered hereby, 4,500,000 shares
are being offered by AGCO Corporation ("AGCO" or the "Company") and 200,000
shares are being offered by a stockholder of the Company (the "Selling
Stockholder"). The Company will not receive any of the net proceeds from the
sale of shares by the Selling Stockholder.

Of the 4,700,000 shares being offered hereby, 3,760,000 are being offered
for sale initially in the United States and Canada by the U.S. Underwriters and
940,000 are being offered for sale initially in a concurrent offering outside
the United States and Canada by the International Managers. The initial offering
price and the underwriting discount per share will be identical for both
offerings. See "Underwriting."

The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "AG." On March 3, 1997, the last reported sale price of the
Common Stock on the NYSE was $28 7/8. See "Price Range of Common Stock and
Dividend History."
------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 8, FOR A DISCUSSION OF RISK FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
==================================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2) SELLING STOCKHOLDER
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per share......................... $28.50 $1.21 $27.29 $27.29
- ------------------------------------------------------------------------------------------------------------------
Total(3).......................... $133,950,000 $5,687,000 $122,805,000 $5,458,000
==================================================================================================================
</TABLE>

(1) The Company and the Selling Stockholder have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses of the Offering payable by the Company estimated
to be $450,000.
(3) The Company has granted the U.S. Underwriters and the International Managers
30-day options to purchase up to an additional 540,000 shares and 135,000
shares of Common Stock, respectively, solely to cover over-allotments, if
any. If such options are exercised in full, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $153,187,500,
$6,503,750 and $141,225,750, respectively. See "Underwriting."
------------------------
The shares of Common Stock are being offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York, on or
about March 7, 1997.
------------------------
MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

MORGAN STANLEY & CO.
INCORPORATED
------------------------
The date of this Prospectus is March 3, 1997.
<PAGE> 2

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

2
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
descriptions and the financial information and statements appearing elsewhere or
incorporated by reference in this Prospectus. Unless otherwise indicated, (i)
the information contained in this Prospectus assumes that the Underwriters'
over-allotment option is not exercised, (ii) all references in this Prospectus
to "AGCO" or the "Company" include the Company's subsidiaries and its
predecessors and (iii) all dollar ($) amounts are in U.S. dollars. The offering
of 3,760,000 shares of common stock of the Company, par value $.01 per share
(the "Common Stock")in the United States and Canada (the "U.S. Offering") and
the offering of 940,000 shares of Common Stock outside the United States and
Canada (the "International Offering") are collectively referred to herein as the
"Offering."

THE COMPANY

AGCO is a leading manufacturer and distributor of agricultural equipment
throughout the world. The Company sells a full range of agricultural equipment
and related replacement parts, including tractors, combines, hay tools and
forage equipment and implements. The Company's products are widely recognized in
the agricultural equipment industry and are marketed under the following brand
names: Massey Ferguson(R), AGCO(R) Allis, GLEANER(R), Hesston(R), White, SAME,
Landini, White-New(R) Idea, Black Machine, AGCOSTAR(TM), Glencoe(R), Tye(R),
Farmhand(R), Maxion, IDEAL, PMI, Deutz and Fendt. The Company distributes its
products through a combination of over 7,500 independent dealers, wholly-owned
distribution companies, associates and licensees. In addition, the Company
provides retail financing in North America, the United Kingdom, France and
Germany through its finance joint ventures with Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland" ("Rabobank").

For the year ended December 31, 1996, the Company's revenues were
approximately $2.3 billion, of which $1.5 billion, or 63%, were outside of North
America. For the period from 1992 to 1996, the Company's revenues increased at a
compound annual growth rate of 65%. This growth in revenues has resulted
primarily from the Company's ability to increase penetration of its existing
markets and through acquisitions. The Company has increased penetration in its
existing markets primarily through expanding and strengthening its independent
dealer network, selling complementary non-tractor products, expanding its
replacement parts business and introducing new products to meet the growing
needs of its customers. For example, the Company has been able to increase
sales, as well as dealer focus on its products, by establishing crossover
contracts within its North American dealer network. In a crossover contract, an
existing dealer carrying one of the Company's brands contracts to sell an
additional AGCO brand. Since January 1992, the Company has signed over 2,200 new
dealer contracts, the majority of which represent crossover contracts.
Additionally, approximately 1,750 of the Company's approximately 2,800 dealers
in North America carry two or more AGCO brands. Furthermore, the Company has
introduced a number of product improvements including the redesigned Massey
Ferguson high horsepower 6100/8100 Series tractors, an 18-speed powershift
transmission for the higher horsepower AGCO Allis 9600 Series and the White 6100
Series tractors, and water-cooled engines for the GLEANER combine. The Company
continues to invest in new product technology and innovation in order to remain
competitive in the market.

THE LEGEND ON THE FACING PAGE APPLIES PRIOR TO MARCH 4, 1997. ON OR AFTER
MARCH 4, 1997 THE FOLLOWING APPLIES:

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT AND OTHER STABILIZING TRANSACTIONS. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."

3
<PAGE> 4

The Company has also grown through a series of 14 acquisitions for
consideration aggregating approximately $1,222.7 million. These acquisitions
have allowed the Company to broaden its product line, expand its dealer network
and establish strong market positions in several new markets throughout North
America, South America, Western Europe and the rest of the world. The Company
has achieved significant cost savings and efficiencies from its acquisitions by
eliminating duplicative administrative, sales and marketing functions,
rationalizing its dealer network, increasing manufacturing capacity utilization
and expanding its ability to source certain products and components from third
party manufacturers.

The Company's primary business objective is to achieve profitable growth.
The Company's strategic plan is based on internal growth for its existing
business and strategic acquisitions which provide an opportunity to provide
returns in excess of the Company's cost of capital. Key elements of the
Company's business strategy are: (i) expanding and strengthening the Company's
worldwide organization of independent dealers and distributors; (ii) marketing
multiple brands through multiple dealer networks; (iii) selling complementary
non-tractor products through its international distribution channel; (iv)
introducing competitive new products in all markets which meet the needs of
customers and provide reasonable margins; (v) expanding the international
replacement parts business; (vi) focusing on increasing margins through
controlling product costs and operating expenses; and (vii) pursuing strategic
acquisitions focusing on new products and distribution in new markets.

The Company was incorporated in Delaware in April 1991. The Company's
executive offices are located at 4830 River Green Parkway, Duluth, Georgia
30136, and its telephone number is (770) 813-9200.

RECENT DEVELOPMENTS

Fendt Acquisition. On January 20, 1997, the Company acquired the
operations of Xaver Fendt GmbH & Co. KG ("Fendt") for approximately $283.5
million plus approximately $38.0 million of assumed working capital debt (the
"Fendt Acquisition"). Fendt, which had 1995 sales of approximately $580.0
million, manufactures and sells tractors ranging from 45 to 260 horsepower
through a network of independent agricultural cooperatives and dealers in
Germany and a network of 250 dealers throughout Europe. With this acquisition,
AGCO has the number one market share in Germany and the number two market share
in France, two of Europe's largest agricultural equipment markets.

Deutz Argentina Acquisition. On December 27, 1996, the Company acquired
the operations of Deutz Argentina S.A. ("Deutz Argentina") for approximately
$62.5 million (the "Deutz Argentina Acquisition"). Deutz Argentina, with 1995
sales of approximately $109.0 million, supplies agricultural equipment, engines
and trucks to Argentina and other markets in South America. Deutz Argentina
distributes a broad range of tractor models in Argentina under the Deutz brand
name ranging from 60 to 190 horsepower, combines under the Deutz Fahr brand
name, and light trucks and agricultural implements. In addition, Deutz Argentina
manufactures Deutz diesel engines for distribution to other equipment
manufacturers and for use in its own equipment. The Deutz Argentina Acquisition
establishes AGCO as the dominant supplier of agricultural equipment in
Argentina.

Maxion Acquisition. On June 28, 1996, the Company acquired the
agricultural and industrial equipment business of Iochpe-Maxion S.A. (the
"Maxion Agricultural Equipment Business") for approximately $260.0 million (the
"Maxion Acquisition"). The Maxion Agricultural Equipment Business, with 1995
sales of approximately $265.0 million, was AGCO's Massey Ferguson licensee in
Brazil, manufacturing and distributing agricultural tractors under the Massey
Ferguson brand name, combines under the Massey Ferguson and IDEAL brand names
and industrial loader-backhoes under the Massey Ferguson and Maxion brand names.
The Maxion Acquisition establishes AGCO with market leadership in the
significant Brazilian agricultural equipment market.

Agricredit Joint Venture. On November 1, 1996, the Company sold a 51%
interest in Agricredit Acceptance Company ("Agricredit"), the Company's
wholly-owned finance subsidiary, to a wholly-owned subsidiary of Rabobank (the
"Agricredit Sale"). The Company received total consideration of approximately
$44.3 million in the transaction. The Company retained a 49% interest in
Agricredit and now operates Agricredit with Rabobank as a joint venture (the
"Agricredit Joint Venture"). The Agricredit Joint Venture has continued the
business of Agricredit and seeks to build a broader asset-based finance business
through the
4
<PAGE> 5

addition of other lines of business. The Company has similar joint venture
arrangements with Rabobank with respect to its retail finance companies located
in the United Kingdom, France and Germany. See "Business -- Retail
Financing/Joint Ventures."

New Credit Facility. On January 14, 1997, the Company replaced its $650
million unsecured credit facility (the "March 1996 Credit Facility") with a new
credit facility with Rabobank as lead agent (the "January 1997 Credit
Facility"), which initially provided for borrowings of up to $1.0 billion. On
February 24, 1997, the Company amended the January 1997 Credit Facility to
increase available borrowings to $1.2 billion. The January 1997 Credit Facility
is the Company's primary source of financing. Borrowings under the January 1997
Credit Facility may not exceed the sum of 90% of eligible accounts receivable
and 60% of eligible inventory. Lending commitments under the January 1997 Credit
Facility reduce to $1.1 billion on January 1, 1998 and $1.0 billion on January
1, 1999. If the Company consummates offerings of debt or capital stock
(including the Offering) prior to such dates, the proceeds of such offerings
will be used to reduce the lending commitments, but not below $1.0 billion. The
Company used borrowings under the March 1996 Credit Facility to finance the
Deutz Argentina Acquisition and borrowings under the January 1997 Credit
Facility to finance the Fendt Acquisition. Pro forma for the January 1997 Credit
Facility and the Fendt Acquisition, at December 31, 1996, the Company would have
had approximately $576.1 million available for borrowing under the January 1997
Credit Facility. The Company will use the net proceeds from the Offering to
repay a portion of its borrowings under the January 1997 Credit Facility. Pro
forma for such repayment the Company would have had approximately $576.1 million
available for borrowing under the January 1997 Credit Facility at December 31,
1996.

THE OFFERING

Shares of Common Stock offered by
the Company........................ 4,500,000

Shares of Common Stock offered by
the Selling Stockholder............ 200,000
---------

Total.................... 4,700,000(1)

Shares of Common Stock outstanding
after the Offering(2).............. 61,774,686

Use of Proceeds.................... To repay outstanding indebtedness of the
Company. The Company will not receive any
proceeds from the sale of shares of
Common Stock by the Selling Stockholder.

NYSE Symbol........................ "AG"
- ---------------

(1) Consists of 3,760,000 shares for the U.S. Offering and 940,000 shares for
the International Offering.

(2) Excludes (i) 786,732 shares of Common Stock subject to outstanding options
and (ii) 1,604,500 shares of Common Stock subject to issuance pursuant to
grants of restricted stock.

RISK FACTORS

For a discussion of certain factors to be considered in evaluating the
Company, its business and an investment in the shares of Common Stock, see "Risk
Factors" beginning on page 8.

5
<PAGE> 6

SUMMARY HISTORICAL FINANCIAL DATA

The summary historical financial data set forth below for the five years
ended December 31, 1996 are derived from the Company's Consolidated Financial
Statements which have been audited by Arthur Andersen LLP, independent public
accountants. For the periods presented, the Company's results of operations were
significantly affected by a series of acquisitions completed during such
periods. Primarily as a result of these acquisitions, net sales have increased
significantly since 1992. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1992 1993(1) 1994(1) 1995(1) 1996(1)
-------- -------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues:
Net sales............................................... $314,542 $595,736 $1,319,271 $2,068,427 $2,317,486
Finance income.......................................... -- -- 39,741 56,621 --
-------- -------- ---------- ---------- ----------
314,542 595,736 1,359,012 2,125,048 2,317,486
-------- -------- ---------- ---------- ----------
Costs and Expenses:
Cost of goods sold...................................... 256,475 470,452 1,042,930 1,627,716 1,847,166
Selling, general and administrative expenses............ 37,003 55,848 129,538(2) 200,588(2) 215,636
Engineering expenses.................................... 6,924 7,510 19,358 27,350 27,705
Interest expense, net................................... 9,270 13,624 42,836(3) 63,211(3) 32,684
Other (income) expense, net............................. (1,172) 4,166 3,141(4) 9,602(4) 7,639
Nonrecurring expenses................................... -- 14,000 19,500 6,000 15,027
-------- -------- ---------- ---------- ----------
308,500 565,600 1,257,303 1,934,467 2,145,857
-------- -------- ---------- ---------- ----------
Income before income taxes, equity in net earnings of
unconsolidated subsidiary and affiliates and
extraordinary loss...................................... 6,042 30,136 101,709 190,581 171,629
Provision (benefit) for income taxes...................... -- -- (10,610)(5) 65,897(5) 59,963
-------- -------- ---------- ---------- ----------
Income before equity in net earnings of unconsolidated
subsidiary and affiliates and extraordinary loss........ 6,042 30,136 112,319 124,684 111,666
Equity in net earnings of unconsolidated subsidiary and
affiliates.............................................. -- 3,953(6) 3,215(6) 4,458 17,724(6)
-------- -------- ---------- ---------- ----------
Income before extraordinary loss.......................... 6,042 34,089 115,534 129,142 129,390(7)
Preferred stock dividends............................... -- 3,705 5,421 2,012 --
-------- -------- ---------- ---------- ----------
Net income available for common stockholders before
extraordinary loss...................................... $ 6,042 $ 30,384 $ 110,113 $ 127,130 $ 129,390(7)
======== ======== ========== ========== ==========
Net Income Per Common Share Before Extraordinary Loss:
Primary................................................. $ 0.27 $ 1.11 $ 3.07 $ 2.76 $ 2.34(7)
Fully diluted........................................... $ 0.27 $ 0.93 $ 2.35 $ 2.30 $ 2.26(7)
Weighted Average Number of Common and Common Equivalent
Shares Outstanding:
Primary................................................. 22,516 27,366 35,920 46,126 55,186
Fully diluted........................................... 22,516 36,774 49,170 56,684 57,441
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
---------------------------
ACTUAL AS ADJUSTED(8)
---------- --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 750,474 $ 750,474
Total assets................................................ 2,116,531 2,116,531
Long-term debt.............................................. 567,055 444,700
Stockholders' equity........................................ 774,665 897,020
</TABLE>

- ---------------

(2) Includes selling, general and administrative expenses attributable to
Agricredit in the amount of $11.9 million and $13.8 million for the years
ended December 31, 1994 and 1995, respectively.
(3) Includes interest expense, net attributable to Agricredit in the amount of
$18.7 million and $31.7 million for the years ended December 31, 1994 and
1995, respectively.
(4) Includes other expense (income), net attributable to Agricredit in the
amount of $1.2 million for the year ended December 31, 1994. Amounts
attributable to Agricredit were not significant for the year ended December
31, 1995.
(5) Includes provision for income taxes attributable to Agricredit in the amount
of $3.1 million and $4.3 million for the years ended December 31, 1994 and
1995, respectively.
(6) Includes $4.0 million for 1993 and $0.6 million for 1994 for the equity in
net earnings of Agricredit prior to February 11, 1994, the date the
remaining 50% interest in Agricredit was acquired by the Company. Includes
$10.4 million for 1996 for the equity in net earnings of Agricredit. (See
Note 1).
(7) Excludes extraordinary loss, net of taxes, of $3.5 million, or $0.06 per
share, for the write-off of unamortized debt costs related to the
refinancing in March 1996 of the Company's $550.0 million secured credit
facility (the "June 1994 Credit Facility") with the March 1996 Credit
Facility.
(8) As adjusted to give effect to the Offering and the application of the net
proceeds therefrom.
7
<PAGE> 8

RISK FACTORS

Prospective purchasers should consider carefully the following factors, as
well as the other information contained and incorporated by reference in this
Prospectus, in evaluating an investment in the Common Stock.

AGRICULTURAL INDUSTRY

Historically, the agricultural industry, including the agricultural
equipment business, has been cyclical. Sales of agricultural equipment generally
are related to the health of the agricultural industry, which is affected by
farm land values, farm cash receipts and farm profits, all of which reflect
levels of commodity prices, acreage planted, crop yields, demand, government
policies and government subsidies. Sales are also influenced by economic
conditions, interest rate and exchange rate levels and the availability of
financing. Weather conditions can also affect farmers' buying decisions. During
previous economic downturns in the farm sector, the agricultural equipment
business experienced a general decline in sales and profitability. The
agricultural equipment business is expected to be subject to such market
fluctuation in the future. Furthermore, the agricultural equipment business is
highly seasonal, with farmers traditionally purchasing agricultural equipment in
the spring and fall in conjunction with the major planting and harvesting
seasons. The Company's net sales and income from operations have historically
been the lowest in the first quarter and have increased in subsequent quarters
as dealers increase inventory in anticipation of increased settlements in the
third and fourth quarters.

During the agricultural industry's extended downturn during the 1980s,
sales of agricultural equipment decreased substantially. In Western Europe, farm
consolidations continue to affect the agricultural equipment market. Although
sales of North American agricultural equipment have increased somewhat since
1988, the Company does not believe that industry sales in North America will
return to the peak levels of the 1970s. Outside Western Europe and North
America, markets for agricultural equipment continue to develop, but may be
affected by certain factors such as the availability of financing, inflation,
slow economic growth, changes in currency relationships or price controls.

COMPETITION

The agricultural equipment business is highly competitive. The Company
competes with several large national and international companies which, like the
Company, offer a full line of agricultural equipment, as well as numerous
manufacturers and suppliers of a limited number of farm equipment products. Some
of the Company's competitors are substantially larger than the Company and have
greater financial and other resources at their disposal. There can be no
assurance that such competitors will not substantially increase the resources
devoted to the development and marketing, including discounting, of products
competitive with those of the Company.

REGULATION AND GOVERNMENT POLICY

Domestic and foreign political developments and government regulations and
policies directly affect the agricultural industry in the United States and
abroad and indirectly affect the agricultural equipment business. The
application or modification of existing laws, regulations or policies or the
adoption of new laws, regulations or policies could have an adverse effect on
the Company's business.

The North American Free Trade Agreement ("NAFTA") and the General Agreement
on Tariffs and Trade ("GATT"), in particular, may affect worldwide agricultural
markets. The United States, Canada and Mexico have implemented NAFTA which
reduces internal trade restrictions between the three countries. Import duties
were eliminated for some products on January 1, 1994, while duties for other
economically and politically sensitive commodities and products will be
gradually eliminated over a 15-year period. The Uruguay Round of GATT concluded
in 1994. This agreement reduces agricultural export subsidies over a period of
years beginning in 1995 and grants access for many products that were previously
restricted. The next round of GATT negotiations are scheduled to occur in 1999.
The Company cannot predict with certainty the effect which existing and future
trade agreements may have on the Company's operations.

8
<PAGE> 9

EXPOSURE TO FOREIGN CURRENCY FLUCTUATIONS; INTERNATIONAL OPERATIONS

The Company currently purchases a portion of its tractors and other
equipment from foreign suppliers and derives a majority of its revenues in
foreign countries. In addition, the Company has significant manufacturing
operations in foreign countries. The production costs, profit margins and
competitive position of the Company are affected by the strength of the
currencies in countries where it manufactures or purchases goods relative to the
strength of the currencies in countries where its products are sold. The
Company's results of operations and financial position may be adversely affected
by fluctuations in foreign currencies and by translations of the financial
statements of the Company's foreign subsidiaries from local currencies into U.S.
dollars. As a result of the Company's recent acquisitions, the Company is
exposed to adverse effects of fluctuations in the relevant local currency and
translations of the financial statements of the Company's subsidiaries from the
local currency into U.S. dollars. Further, international operations are
generally subject to various risks that are not present in domestic operations,
including restrictions on dividends and restrictions on the repatriation of
funds. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Foreign Currency Risk Management."

ACQUISITIONS AND INTEGRATION OF ADDITIONAL BUSINESS

As part of its business strategy, the Company continues to pursue strategic
acquisitions (some of which may be material to the Company) focusing on new
products and distribution in new markets. While the Company has recently
acquired businesses and successfully integrated their operations into its
existing corporate structure, there can be no assurance that the Company will
find additional attractive acquisition candidates or succeed at effectively
managing the integration of any businesses previously acquired or acquired in
the future.

9
<PAGE> 10

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "AG." The following table sets forth for the periods indicated the
high and low sales prices for the Common Stock and the cash dividends declared
per share of Common Stock:

<TABLE>
<CAPTION>
SALES PRICE
---------------
HIGH LOW DIVIDENDS
---- ---- ---------
<S> <C> <C> <C>
1995:
First Quarter......................................... $16 5/8 $12 3/8 $0.005
Second Quarter........................................ 20 1/2 16 1/16 0.005
Third Quarter......................................... 27 5/16 181 3/16 0.005
Fourth Quarter........................................ 26 20 0.005
1996:
First Quarter......................................... 28 5/8 21 3/16 0.01
Second Quarter........................................ 31 5/8 22 0.01
Third Quarter......................................... 27 7/8 19 1/4 0.01
Fourth Quarter........................................ 29 3/8 23 3/4 0.01
1997:
First Quarter (through March 3, 1997)................. 30 5/8 26 5/8 0.01
</TABLE>

On March 3, 1997, the last reported sale price of the Common Stock on the
NYSE was $28 7/8 per share.

On January 29, 1997, the Board of Directors of the Company declared a
dividend of $0.01 per share for the first quarter of 1997. The dividend was paid
on March 3, 1997 to stockholders of record on February 17, 1997. Purchasers of
shares of Common Stock in this Offering will not be entitled to the first
quarter dividend. The Company intends to continue to pay dividends on its Common
Stock, subject to review in each quarter by the Company's Board of Directors,
taking into account the Company's results of operations, financial condition,
capital needs, future prospects and other factors deemed relevant by the Board
of Directors. The Company's January 1997 Credit Facility and the Indenture
relating to the Company's 8 1/2% Senior Subordinated Notes due 2006 limit the
amount of cash dividends payable by the Company. However, the Company does not
believe that such limitations will have a material effect on the Company's
ability to pay cash dividends in the future.

USE OF PROCEEDS

The net proceeds to the Company from the Offering are approximately $122.4
million, after deduction of underwriting discounts and commissions and estimated
expenses. The Company intends to use these proceeds to reduce a portion of the
borrowings outstanding under the January 1997 Credit Facility. Under the January
1997 Credit Facility, the Company's borrowings may not exceed 90% of eligible
accounts receivable and 60% of eligible inventory. The January 1997 Credit
Facility terminates on January 14, 2002 and borrowings thereunder bear interest
at the Company's option at (i) for base rate advances, the administrative
agent's base lending rate or the federal funds rate plus 0.5%, whichever is
higher or (ii) for eurocurrency rate advances, the eurocurrency rate for such
period plus a margin ranging from 0.25% to 1.25% depending on the credit rating
of the Company's senior, unsecured, long-term debt. As of March 3, 1997,
aggregate borrowings under the January 1997 Credit Facility were $757.1 million
and interest accrued on borrowings outstanding under the January 1997 Credit
Facility at a weighted average interest rate of 6.1% per annum. The Company uses
borrowings under the January 1997 Credit Facility for general working capital
purposes and acquisitions, including the Fendt Acquisition. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." The Company will not receive any
proceeds from the sale of Common Stock by the Selling Stockholder in the
Offering.

10
<PAGE> 11

CAPITALIZATION

The following unaudited table sets forth the consolidated capitalization of
the Company as of December 31, 1996 (i) on a historical basis; (ii) on a pro
forma basis giving effect to the Fendt Acquisition and the January 1997 Credit
Facility; and (iii) on a pro forma as adjusted basis to give effect to the
Offering and the application of the net proceeds therefrom. The following table
should be read in conjunction with the Company's Consolidated Financial
Statements and the Notes thereto included and incorporated by reference in this
Prospectus.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
-----------------------------------------------
ACTUAL PRO FORMA PRO FORMA AS ADJUSTED
---------- ---------- ---------------------
(IN THOUSANDS)
<S> <C> <C> <C>
LONG-TERM DEBT:
March 1996 Credit Facility(1)...................... $ 317,439 $ -- $ --
January 1997 Credit Facility(1).................... -- 623,907 501,552
8 1/2% Senior Subordinated Notes due 2006(2)....... 247,957 247,957 247,957
Other long-term debt............................... 1,659 21,945 21,945
---------- ---------- ----------
Total long-term debt..................... $ 567,055 $ 893,809 $ 771,454
---------- ---------- ----------
STOCKHOLDERS' EQUITY:
Common Stock, $0.01 par value; 150,000,000 shares
authorized; 57,260,151 shares issued and
outstanding, actual and pro forma; 61,760,151
shares issued and outstanding, pro forma as
adjusted......................................... $ 573 $ 573 $ 618
Additional paid-in capital......................... 360,119 360,119 482,429
Retained earnings.................................. 411,422 411,422 411,422
Unearned compensation.............................. (17,779) (17,779) (17,779)
Cumulative translation adjustment.................. 20,330 20,330 20,330
---------- ---------- ----------
Total stockholders' equity............... 774,665 774,665 897,020
---------- ---------- ----------
Total capitalization..................... $1,341,720 $1,668,474 $1,668,474
========== ========== ==========
</TABLE>

- ---------------

(1) In January 1997, the Company replaced its $650 million March 1996 Credit
Facility with the five-year January 1997 Credit Facility.
(2) Reflects reduction for de minimus original issue discount.

11
<PAGE> 12

SELECTED HISTORICAL FINANCIAL DATA

The selected historical financial data set forth below as of and for the
five years ended December 31, 1996 are derived from the Company's Consolidated
Financial Statements which have been audited by Arthur Andersen LLP, independent
public accountants. The following data should be read in conjunction with the
Consolidated Financial Statements of the Company and the Notes thereto included
elsewhere herein and incorporated by reference in this Prospectus and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." For the periods presented, the Company's results of operations were
significantly affected by a series of acquisitions completed during such
periods. Primarily as a result of these acquisitions, net sales have increased
significantly since 1992.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1992 1993(1) 1994(1) 1995(1) 1996(1)
-------- -------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues:
Net sales....................... $314,542 $595,736 $1,319,271 $2,068,427 $2,317,486
Finance income.................. -- -- 39,741 56,621 --
-------- -------- ---------- ---------- ----------
314,542 595,736 1,359,012 2,125,048 2,317,486
-------- -------- ---------- ---------- ----------
Costs and Expenses:
Cost of goods sold.............. 256,475 470,452 1,042,930 1,627,716 1,847,166
Selling, general and
administrative expenses...... 37,003 55,848 129,538(2) 200,588(2) 215,636
Engineering expenses............ 6,924 7,510 19,358 27,350 27,705
Interest expense, net........... 9,270 13,624 42,836(3) 63,211(3) 32,684
Other (income) expense, net..... (1,172) 4,166 3,141(4) 9,602(4) 7,639
Nonrecurring expenses........... -- 14,000 19,500 6,000 15,027
-------- -------- ---------- ---------- ----------
308,500 565,600 1,257,303 1,934,467 2,145,857
-------- -------- ---------- ---------- ----------
Income before income taxes, equity
in net earnings of
unconsolidated subsidiary and
affiliates and extraordinary
loss............................ 6,042 30,136 101,709 190,581 171,629
Provision (benefit) for income
taxes........................... -- -- (10,610)(5) 65,897(5) 59,963
-------- -------- ---------- ---------- ----------
Income before equity in net
earnings of unconsolidated
subsidiary and affiliates and
extraordinary loss.............. 6,042 30,136 112,319 124,684 111,666
Equity in net earnings of
unconsolidated subsidiary and
affiliates...................... -- 3,953(6) 3,215(6) 4,458 17,724(6)
-------- -------- ---------- ---------- ----------
Income before extraordinary
loss............................ 6,042 34,089 115,534 129,142 129,390(7)
Preferred stock dividends....... -- 3,705 5,421 2,012 --
-------- -------- ---------- ---------- ----------
Net income available for common
stockholders before
extraordinary loss.............. $ 6,042 $ 30,384 $ 110,113 $ 127,130 $ 129,390(7)
======== ======== ========== ========== ==========
Net Income Per Common Share Before
Extraordinary Loss:
Primary......................... $ 0.27 $ 1.11 $ 3.07 $ 2.76 $ 2.34(7)
Fully diluted................... $ 0.27 $ 0.93 $ 2.35 $ 2.30 $ 2.26(7)
Weighted Average Number of Common
and Common Equivalent Shares
Outstanding:
Primary......................... 22,516 27,366 35,920 46,126 55,186
Fully diluted................... 22,516 36,774 49,170 56,684 57,441
</TABLE>

(continued on following page)

12
<PAGE> 13

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
----------------------------------------------------------------
1992 1993 1994 1995 1996
-------- -------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............... $221,592 $339,987 $ 497,793 $ 485,521 $ 750,474
Total assets.................. 320,713 578,346 1,823,294 2,162,915 2,116,531
Long-term debt................ 121,047 173,892 589,833(8) 568,894(8)(9) 567,055
Stockholders' equity.......... 93,672 212,229 476,666 588,928 774,665
</TABLE>

- ---------------

(1) AGCO acquired a 50% joint venture interest in Agricredit in 1993 and the
Agricredit operations were reflected in the Company's consolidated
financial statements using the equity method of accounting for the year
ended December 31, 1993. AGCO acquired the remaining 50% interest in
Agricredit in 1994 and accordingly reflected the Agricredit operations in
the Company's consolidated financial statements on a consolidated basis for
the period from February 11, 1994 to December 31, 1994 and the year ended
December 31, 1995. AGCO sold a 51% joint venture interest in Agricredit
effective November 1, 1996. Accordingly, the Company's consolidated
financial statements as of and for the year ended December 31, 1996 reflect
Agricredit on the equity method of accounting for the entire period
presented.
(2) Includes selling, general and administrative expenses attributable to
Agricredit in the amount of $11.9 million and $13.8 million for the years
ended December 31, 1994 and 1995, respectively.
(3) Includes interest expense, net attributable to Agricredit in the amount of
$18.7 million and $31.7 million for the years ended December 31, 1994 and
1995, respectively.
(4) Includes other expense (income), net attributable to Agricredit in the
amount of $1.2 million for the year ended December 31, 1994. Amounts
attributable to Agricredit were not significant for the year ended December
31, 1995.
(5) Includes provision for income taxes attributable to Agricredit in the amount
of $3.1 million and $4.3 million for the years ended December 31, 1994 and
1995, respectively.
(6) Includes $4.0 million for 1993 and $0.6 million for 1994 for the equity in
net earnings of Agricredit prior to February 11, 1994, the date the
remaining 50% interest in Agricredit was acquired by the Company. Includes
$10.4 million for 1996 for the equity in net earnings of Agricredit. (See
Note 1).
(7) Excludes extraordinary loss, net of taxes, of $3.5 million, or $0.06 per
share, for the write-off of unamortized debt costs related to the
refinancing of the June 1994 Credit Facility with the March 1996 Credit
Facility.
(8) Includes long-term indebtedness of Agricredit in the amount of $223.0
million and $153.0 million as of December 31, 1994 and 1995, respectively.
(9) Includes $37.6 million of the 6.5% Convertible Subordinated Debentures due
2008 (the "Convertible Subordinated Debentures"), which were converted into
approximately 5,920,000 shares of Common Stock during 1996.

13
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

During the periods discussed below, the Company's results of operations
were significantly affected by a series of acquisitions that expanded the size
and geographic scope of its distribution network, enabled it to offer new
products and increased its manufacturing capacity. Primarily as a result of
these acquisitions, revenues increased from $1,359.0 million in 1994 to $2,317.5
million in 1996. The results of operations for the years ended December 31,
1994, 1995 and 1996 were affected by the following transactions completed by the
Company:

- In December 1993, the Company acquired the White-New Idea Farm Equipment
Division from Allied Products Corporation which added a line of farm
implements including planters, spreaders and tillage equipment to the
Company's wide range of products (the "White-New Idea Acquisition").

- The Company acquired Agricredit Acceptance Company ("Agricredit"), a
retail finance company, from Varity Corporation ("Varity") in two
separate transactions (together, the "Agricredit Acquisition"). The
Company acquired a 50% joint venture interest in Agricredit in January
1993 and acquired the remaining 50% interest in February 1994. The
Agricredit Acquisition enabled the Company to provide flexible financing
alternatives to end users in North America as well as to provide an
additional source of income to the Company.

- In June 1994, the Company acquired from Varity the outstanding stock of
Massey Ferguson Group Limited ("Massey"), a producer of one of the top
selling brands of tractors sold worldwide, and certain related assets
(the "Massey Acquisition"). The Massey Acquisition significantly expanded
the Company's sales and operations outside of North America.

- In March 1995, the Company further expanded its product offerings through
its acquisition of AgEquipment Group, a manufacturer and distributor of
farm implements and tillage equipment (the "AgEquipment Acquisition"),
and its agreement to become the exclusive distributor of Landini tractors
in the United States and Canada (the "Landini Distribution Agreement").

- In June 1996, the Company acquired the agricultural and industrial
equipment business of Iochpe-Maxion S.A. (the "Maxion Acquisition"),
which expanded its product offerings and its distribution network in
South America, particularly in Brazil.

- In July 1996, the Company acquired certain assets of Western Combine
Corporation and Portage Manufacturing, Inc., which were the Company's
suppliers of Massey Ferguson combines and certain other harvesting
equipment sold in North America (the "Western Combine Acquisition"). The
Western Combine Acquisition provided the Company with access to advanced
technology and will increase the Company's profit margin on certain
combines and harvesting equipment sold in North America.

- In November 1996, the Company sold a 51% interest in Agricredit to a
wholly-owned subsidiary of Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland" ("Rabobank") (the
"Agricredit Sale"). The Company retained a 49% interest in Agricredit and
now operates the finance company with Rabobank as a joint venture (the
"Agricredit Joint Venture").

As a result of these transactions, the historical results of the Company
are not comparable from year to year in the periods presented and may not be
indicative of future performance.

Recently, the Company has completed two additional acquisitions which will
affect the Company's future results of operations:

- In December 1996, the Company further enhanced its market presence in
Argentina and South America by acquiring the operations of Deutz Argentina
S.A. ("Deutz Argentina"), a manufacturer and distributor of agricultural
equipment, engines and trucks to Argentina and other markets in South

14
<PAGE> 15

America (the "Deutz Argentina Acquisition"). The Deutz Argentina
Acquisition had no effect on the results of operations for the year ended
December 31, 1996.

- In January 1997, the Company acquired the operations of Xaver Fendt GmbH
& Co. KG ("Fendt"), a manufacturer and distributor of tractors, primarily
in Germany and throughout Europe (the "Fendt Acquisition"). The Fendt
Acquisition added a new line of tractors to the Company's product
offerings and expanded the Company's market presence in Europe,
particularly in Germany.

RESULTS OF OPERATIONS

Sales are recorded by the Company when equipment and replacement parts are
shipped by the Company to its independent dealers, distributors or other
customers. To the extent possible, the Company attempts to ship products to its
dealers and distributors on a level basis throughout the year to reduce the
effect of seasonal demands on its manufacturing operations and to minimize its
investment in inventory. 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, particularly in North America, there is often a time lag,
generally from one to twelve months between the date the Company records a sale
(a "billing") and the date a dealer sells the equipment to a farmer (a
"settlement"). During this time lag between a billing and a settlement, dealers
may not return equipment to the Company unless the Company terminates a dealer's
contract or agrees to accept returned products. Commissions payable under the
Company's salesman incentive programs are paid at the time of settlement, as
opposed to when products are billed. Due to fluctuations in dealer inventory
levels, settlements are more indicative of retail demand than billings.

Effective November 1, 1996, the Company completed the Agricredit Sale.
Accordingly, the Company's consolidated financial statements as of and for the
year ended December 31, 1996 reflect Agricredit on the equity method of
accounting for the entire period presented. The consolidated financial
statements as of December 31, 1995 and 1994 and for the year ended December 31,
1995 and for the period from February 11, 1994 to December 31, 1994 reflect
Agricredit on a consolidated basis with the Company's other majority-owned
subsidiaries. As a result of the change in the basis of presentation, the
historical results of the Company are not comparable from year to year.

15
<PAGE> 16

The following table sets forth, for the periods indicated, the percentage
relationship to revenues of certain items included in the Company's Consolidated
Statements of Income:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
---------------------
1994 1995 1996
----- ----- -----
<S> <C> <C> <C>
Revenues:
Net sales................................................. 97.1% 97.3% 100.0%
Finance income............................................ 2.9 2.7 --
----- ----- -----
100.0 100.0 100.0
----- ----- -----
Costs and Expenses:
Cost of goods sold(1)..................................... 76.7 76.6 79.7
Selling, general and administrative expenses.............. 9.5 9.6 9.3
Engineering expenses...................................... 1.4 1.1 1.2
Interest expense, net..................................... 3.2 3.0 1.4
Other expense, net........................................ 0.3 0.4 0.3
Nonrecurring expenses..................................... 1.4 0.3 0.7
----- ----- -----
92.5 91.0 92.6
----- ----- -----
Income before income taxes, equity in net earnings of
unconsolidated
affiliates and extraordinary loss......................... 7.5 9.0 7.4
Provision (benefit) for income taxes........................ (0.8) 3.1 2.6
----- ----- -----
Income before equity in net earnings of unconsolidated
affiliates and extraordinary loss......................... 8.3 5.9 4.8
Equity in net earnings of unconsolidated affiliates......... 0.2 0.2 0.8
----- ----- -----
Income before extraordinary loss............................ 8.5 6.1 5.6
Extraordinary loss, net of taxes............................ -- -- (0.2)
----- ----- -----
Net income.................................................. 8.5% 6.1% 5.4%
===== ===== =====
</TABLE>

- ---------------

(1) Cost of goods sold as a percent of net sales for the years ended December
31, 1994, 1995 and 1996 was 79.1%, 78.7%, and 79.7%, respectively. Gross
profit, which is defined as net sales less cost of goods sold, was 20.9%,
21.3% and 20.3% for the years ended December 31, 1994, 1995 and 1996,
respectively.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

Net Income

The Company recorded net income for the year ended December 31, 1996 of
$125.9 million compared to $129.1 million for the year ended December 31, 1995.
Net income per common share on a fully diluted basis was $2.20 for 1996 compared
to $2.30 for 1995. Net income for 1996 included nonrecurring expenses of $15.0
million, or $0.17 per share on a fully diluted basis, primarily related to the
further restructuring of the Company's European operations, acquired in the
Massey Acquisition in June 1994, and the integration and restructuring of the
Company's Brazilian operations, acquired in the Maxion Acquisition in June 1996
(see "Charges for Nonrecurring Expenses"). In addition, net income for 1996
included an extraordinary after-tax charge of $3.5 million, or $0.06 per share
on a fully diluted basis, for the write-off of unamortized debt costs related to
the refinancing of the Company's $550.0 million secured revolving credit
facility (see "Liquidity and Capital Resources"), a gain on the Agricredit Sale
of $4.7 million, or $0.05 per share on a fully diluted basis, and severance
costs including accelerated amortization of shares earned under the Company's
long-term incentive plan and related cash severance totaling $7.3 million, or
$0.08 per share on a fully diluted basis, related to the resignation of a
Company executive. Net income for 1995 included nonrecurring expenses of $6.0
million, or $0.07 per share on a fully diluted basis, associated with the
initial integration of the Massey Acquisition (see "Charges for Nonrecurring
Expenses"). The Company's results for the year ended December 31, 1996 were also
negatively impacted by losses, including the related financing costs, in the
newly

16
<PAGE> 17

acquired Brazilian operations as a result of the poor industry conditions
experienced in the region. Excluding the items discussed above, the Company's
results of operations were improved over 1995, primarily the result of sales
growth in existing markets.

Retail Sales

Conditions in the United States and Canadian agricultural markets were
favorable in 1996 compared to 1995. Industry unit retail sales of tractors,
combines and hay and forage equipment for 1996 increased approximately 7%, 6%
and 2%, respectively, over 1995. The Company believes general market conditions
were positive due to favorable economic conditions relating to high net cash
farm incomes, strong commodity prices and increased export demand. Company unit
retail sales of tractors in the United States and Canada were slightly above the
industry in 1996 compared to 1995. The increase in tractor settlements was
attributable to the favorable industry conditions and the impact of the
Company's expanded dealer network, which resulted primarily from dealers
entering into crossover contracts whereby an existing dealer carrying one of the
Company's brands contracts to sell an additional AGCO brand. In addition, the
Company has benefited from the successful acceptance of improved tractor product
offerings, including the new Massey Ferguson high horsepower tractors which were
introduced in the middle of 1995. Company unit retail sales of combines in the
United States and Canada for 1996 increased 24% compared to 1995 primarily due
to the Company's increased sales to contract harvesters and dealer development
activities which strengthened the Company's dealer network for combines. Company
hay and forage equipment retail sales increased in line with the industry.

Industry conditions in Western Europe were favorable in 1996 with retail
sales of tractors increasing approximately 12% compared to 1995 primarily due to
higher net cash farm incomes, improved economic conditions, strong commodity
prices and increased export demand. Retail sales of Massey Ferguson tractors in
Western Europe increased approximately 15% over 1995 with the most significant
market share increases in France, Spain and Scandinavia, primarily due to the
Company's focus on dealer development. Outside North America and Western Europe,
industry retail sales of tractors also showed gains in most markets where the
Company competes due to a general improvement in economic conditions. Retail
sales of Massey Ferguson tractors increased in these markets with significant
growth in the Middle East, Africa, East Asia/Pacific and Australia compared to
1995, primarily due to improved market conditions and the Company's strong
distribution channels in these regions. Company retail sales of tractors in
Brazil were affected by industry conditions in Brazil which remained depressed
throughout 1996 relative to historic volumes due to high farm debt levels and
the suspension and subsequent reinstatement of Brazilian Central Bank loan
programs.

Revenues

Net sales for the Company's Equipment Operations for 1996 increased 12.0%
to $2,317.5 million compared to $2,068.4 million for 1995. A portion of the
increase was the result of the Company's sales of $85.1 million in Brazil for
the six months ended December 31, 1996 resulting from the Maxion Acquisition.
The Company achieved net sales increases in 1996 in Western Europe of $63.8
million , or 7% over 1995. In the remaining international markets, the Company
achieved net sales increases of $63.2 million, or 19% over 1995. The increase in
Western Europe and other international markets primarily related to increased
sales of tractors due to the Company's favorable retail sales performance and
increased sales of combines and other non-tractor products resulting from the
Company's successful efforts to expand non-tractor sales in all international
markets. The Company also experienced increased net sales of $37.0 million, or
4% over 1995, in North America primarily due to a 17% increase in the Company's
North American retail dollar sales compared to 1995. Total revenues on a
consolidated basis for 1995 also included finance income of $56.6 million
associated with the operations of Agricredit.

Costs and Expenses

Cost of good sold for the Company's Equipment Operations was $1,847.2
million (79.7% of net sales) for 1996 compared to $1,627.7 million (78.7% of net
sales) for 1995. Gross profit, defined as net sales less cost of goods sold, was
$470.3 million (20.3% of net sales) for 1996 as compared to $440.7 million
(21.3% of net

17
<PAGE> 18

sales) for 1995. Gross margins in 1996 were negatively impacted by the
following: (i) lower margins related to the Brazilian operations acquired in the
Maxion Acquisition due to low volumes related to depressed industry conditions
and (ii) a change in the mix of products sold, particularly due to a lower mix
of high margin North American replacement parts, a shift in North American sales
from higher margin utility tractors (under 100 horsepower) to high horsepower
tractors (over 100 horsepower) and increased sales of combines in Europe, which
have lower than average margins.

Selling, general and administrative expenses for the Company's Equipment
Operations were $215.6 million (9.3% of net sales) for 1996 compared to $190.0
million (9.2% of net sales) for 1995. The increase in selling, general and
administrative expenses was primarily due to an increase in sales volume and an
increase in the amortization of stock-based compensation expense of $15.9
million compared to 1995 related to the Company's long-term incentive plan which
is tied to stock price appreciation. Included in the stock-based compensation
expense for 1996 was accelerated amortization of $5.8 million related to
severance costs associated with the resignation of a Company executive.
Excluding the amortization expense related to the long-term incentive plan, the
Company's Equipment Operations had selling, general and administrative expenses
of $189.8 million (8.2% of net sales) for 1996 and $180.0 million (8.7% of net
sales) for 1995. The decrease in selling, general and administrative expenses as
a percentage of net sales was primarily due to cost reduction initiatives in the
Company's European operations. In connection with the Massey Acquisition, the
Company implemented a restructuring plan which has eliminated duplicate costs by
centralizing certain sales, marketing and administrative functions. See "Charges
for Nonrecurring Expenses" for further discussion. On a consolidated basis for
1995, selling, general and administrative expenses were $203.9 million, which
included $13.8 million related to the operations of Agricredit.

Engineering expenses for the Company's Equipment Operations were $27.7
million (1.2% of net sales) for 1996 compared to $24.1 million (1.2% of net
sales) for 1995. The increase in engineering expenses compared to 1995 primarily
related to the development of new products including a new Massey Ferguson
utility tractor line to be introduced in 1997.

Interest expense, net for the Company's Equipment Operations was $32.7
million for 1996 compared to $31.5 million for 1995. The increase in interest
expense, net was primarily due to the additional borrowings associated with the
financing of the Maxion Acquisition and higher fixed interest rates associated
with the 8 1/2% Senior Subordinated Notes which were issued in March 1996 as
compared to the floating rates on the Company's revolving credit facility. The
Company financed the entire purchase price for the Maxion Acquisition with
additional indebtedness. On a consolidated basis, interest expense, net was
$63.2 million for 1995, which included $31.7 million relating to the operations
of Agricredit.

Other expense, net was $7.6 million for 1996 compared to $9.6 million for
1995. The decrease in other expense, net was primarily due to the gain recorded
on the Agricredit Sale in 1996 and foreign exchange gains recorded in 1996
compared to foreign exchange losses in 1995 related to the Company's
international operations. The decrease in other expense, net was partially
offset by increased amortization of intangible assets resulting from the Maxion
and Western Combine Acquisitions.

Nonrecurring expenses were $15.0 million in 1996 compared to $6.0 million
in 1995. The nonrecurring charge recorded in 1996 related to the further
restructuring of the Company's European operations, acquired in the Massey
Acquisition in June 1994 and the integration and restructuring of the Brazilian
operations, acquired in the Maxion Acquisition in June 1996. The 1995
nonrecurring charge primarily related to the initial integration and
restructuring of the Company's European operations. See "Charges for
Nonrecurring Expenses" for further discussion.

The Company recorded a net income tax provision for the Company's Equipment
Operations of $60.0 million for 1996 compared to $61.6 million for 1995. On a
consolidated basis, the Company recorded an income tax provision of $65.9
million for 1995, which included $4.3 million related to the operations of
Agricredit. In 1996 and 1995, the Company's income tax provision approximated
statutory rates, although actual income tax payments remained at rates below
statutory rates resulting from the utilization of net operating loss
carryforwards acquired in the Massey Acquisition. Primarily due to the
availability of acquired net operating loss carryforwards, the Company expects
to pay taxes in 1997 at effective rates substantially

18
<PAGE> 19

below statutory rates. At December 31, 1996, the Company had net operating loss
carryforwards totaling $171.3 million, primarily in France, Brazil and
Argentina.

Equity in net earnings of unconsolidated subsidiary and affiliates for the
Company's Equipment Operations was $17.7 million in 1996 compared to $11.2
million in 1995. The increase in equity in net earnings of unconsolidated
subsidiary and affiliates was primarily due to an increase in the Company's
pro-rata share in net earnings of Agricredit from $6.8 million in 1995 to $10.4
million in 1996 despite the Company recognizing only 49% of the equity in net
earnings of Agricredit from November 1, 1996 to December 31, 1996 as a result of
the Agricredit Sale. In addition, the increase in equity in net earnings of
unconsolidated subsidiary and affiliates related to the Company's pro-rata share
in net earnings of certain equity investments in the European operations,
including its 49% interest in Massey Ferguson Finance which provides retail
financing to end users in the United Kingdom, France and Germany. On a
consolidated basis, equity in net earnings of unconsolidated subsidiary and
affiliates for 1995 was $4.5 million due to Agricredit being presented on a
consolidated basis rather than the equity method of accounting.

Finance Company Operations

On November 1, 1996, the Company sold a 51% interest in Agricredit to
Rabobank. The Company received total consideration of approximately $44.3
million in the transaction, the proceeds of which were used to repay borrowings
under the Company's $650.0 million unsecured revolving credit facility. The
Company retained a 49% interest in Agricredit and now operates the finance
company with Rabobank as a joint venture. The Agricredit Joint Venture has
continued the business of Agricredit and seeks to build a broader asset-based
finance business through the addition of other lines of business. The Company's
benefits from the transaction also include deleveraging the consolidated balance
sheet by approximately $550.0 million and the redeployment of approximately
$44.3 million of capital. The Company has similar joint venture arrangements
with Rabobank and its affiliates with respect to its retail finance companies
located in the United Kingdom, France and Germany.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Net Income

The Company recorded net income for the year ended December 31, 1995 of
$129.1 million compared to $115.5 million for the year ended December 31, 1994.
Net income per common share on a fully diluted basis was $2.30 for 1995 compared
to $2.35 for 1994. Net income for 1995 included nonrecurring expenses of $6.0
million, or $0.07 per share on a fully diluted basis, primarily related to the
initial integration of the Massey Acquisition (see "Charges for Nonrecurring
Expenses"). Net income for 1994 included nonrecurring expenses of $19.5 million,
or $0.33 per share on a fully diluted basis, associated with the integration of
the Massey and White-New Idea Acquisitions and a deferred income tax benefit of
$29.9 million, or $0.61 per share on a fully diluted basis, relating to the
reduction of a portion of the deferred tax valuation allowance. Excluding the
nonrecurring expenses and deferred income tax benefit, the improved results in
1995 reflected the impact of the Company's acquisitions, sales growth in
existing product lines and improved operating efficiencies.

Retail Sales

Conditions in the United States and Canadian agricultural markets were
generally favorable in 1995 compared to 1994. Industry unit retail sales of
tractors and combines for 1995 increased 2% and 10%, respectively, over 1994.
Unit settlements of hay and forage equipment decreased 6% compared to 1994. The
Company believes the increases in the tractor and combine markets were primarily
due to high net cash farm incomes, strong commodity prices, high replacement
demand and aggressive marketing programs associated with competitors'
introduction of new products. The decrease in hay and forage equipment unit
settlements reflects the effects of a softening in cattle and dairy commodity
prices during 1995.

Company unit settlements of tractors in the United States and Canada
increased in line with the industry retail unit sales for 1995 compared to 1994.
The increase in tractor settlements was attributable to the

19
<PAGE> 20

favorable industry conditions as well as the impact of the Company's expanded
dealer network which resulted primarily from dealers entering into crossover
contracts whereby an existing dealer carrying one of the Company's brands
contracts to sell an additional AGCO brand. Company hay and forage equipment
settlements were level in comparison to the prior year. This improvement in
relation to the industry retail sales also reflected the benefit of an expanded
dealer network which resulted from the Company's crossover contract strategy.
Company unit settlements of combines in the United States and Canada for 1995
were approximately 8% below the prior year primarily due to aggressive marketing
programs to introduce new products by certain of the Company's competitors and
the discontinuance of certain retail incentive programs by the Company in the
first six months of 1994 to move older, discontinued models.

Industry conditions in Western Europe were favorable in 1995 with retail
sales of tractors increasing approximately 7% compared to 1994 primarily due to
improved economic conditions, strong commodity prices and high export demand.
Retail sales of Massey Ferguson tractors in Western Europe outperformed the
industry by increasing approximately 14% over 1994. The Company experienced the
most significant market share increases in France, Germany and Spain due to the
Company's focus on dealer development and expansion. Additionally, the Company's
successful introduction of the new Massey Ferguson high horsepower tractor line
contributed to the market share increases, particularly in France. Outside North
America and Western Europe, industry retail sales of tractors also showed gains
in many markets where the Company competes due to a general improvement in
economic conditions. Retail sales of Massey Ferguson tractors increased
significantly in the Middle East and Eastern Europe compared to 1994 primarily
due to favorable government incentive programs and improved funding sources in
these regions. These gains were partially offset by decreased retail sales in
Africa due to widespread drought conditions.

Revenues

Total revenues for 1995 were $2,125.0 million representing an increase of
$766.0 million, or 56.4%, over total revenues of $1,359.0 million for 1994. The
increase was primarily attributable to sales in the Company's international
markets as a result of the Massey Acquisition with increased net sales of $712.3
million for 1995. In addition to the full year impact of the Massey Acquisition,
the increase reflects year over year sales increases due to the strong
international retail sales achieved in the Company's Massey Ferguson products in
1995. The Company also experienced net sales increases of $36.8 million in 1995
in North America as a result of an expanded dealer network, the AgEquipment
Acquisition, the Landini Distribution Agreement and new product introductions.
The North American sales increase was partially offset by a decrease in
replacement parts sales compared to 1994 as a result of a late planting season
and smooth harvest which decreased demand on an industry-wide basis. Total
revenues also increased in 1995 due to an increase in finance income of $16.9
million associated with the operations of Agricredit. The increase in finance
income was primarily due to the growth in the Agricredit credit receivable
portfolio as a result of Agricredit's increased penetration into the Company's
North American dealer network and its expansion into the Canadian market. In
addition, prior to the acquisition of the remaining 50% interest in Agricredit
on February 10, 1994, the results of Agricredit were accounted for under the
equity method of accounting and, accordingly, were not consolidated with those
of the Company.

Costs and Expenses

Cost of goods sold for the Company's Equipment Operations in 1995 was
$1,627.7 million (78.7% of net sales) compared to $1,042.9 million (79.1% of net
sales) in 1994. Gross profit, defined as net sales less cost of goods sold, was
$440.7 million (21.3% of net sales) for 1995 as compared to $276.3 million
(20.9% of net sales) for 1994. The Company's gross profit margin increased in
1995 compared to 1994 despite a decrease in the proportion of higher margin part
sales to total net sales. The change in sales mix occurred because the majority
of the Company's sales growth in 1995 related to machinery sales. The negative
effect of this change in sales mix on the gross profit margin was primarily
offset by the Company's ability to record the entire gross profit on Massey
Ferguson equipment sold in North America as a result of the Massey Acquisition.
Prior to the Massey Acquisition, the gross profit margin on sales of Massey
Ferguson equipment in North America was recognized by both the Company and by
Varity. In addition, the Company's gross profit margin benefited from

20
<PAGE> 21

the introduction of the new high horsepower Massey Ferguson tractor line in
Western Europe and cost reduction efforts related to the integration of the
Company's European operations acquired in the Massey Acquisition.

Selling, general and administrative expenses for 1995 were $203.9 million
(9.6% of total revenues) compared to $129.5 million (9.5% of total revenues) for
1994. The decrease in selling, general and administrative expenses as a
percentage of total revenues was primarily due to cost reduction initiatives in
the Company's European operations and lower operating expenses as a percentage
of total revenues related to Agricredit. These improvements as a percentage of
total revenues were partially offset by increased amortization of long-term
incentive compensation related to restricted stock awards tied to stock price
appreciation. In connection with the Massey Acquisition, the Company implemented
a restructuring plan which has eliminated duplicate costs by centralizing
certain sales, marketing and administrative functions. See "Charges for
Nonrecurring Expenses" for further discussion. Excluding Agricredit, the
Company's Equipment Operations had selling, general and administrative expenses
of $190.0 million (9.2% of net sales) and $117.7 million (8.9% of net sales) for
1995 and 1994, respectively. The increase as a percentage of net sales was
primarily the result of the increased amortization of restricted stock awards
offset by cost reductions in the Company's European operations as discussed
above.

Engineering expenses for the Company's Equipment Operations were $24.1
million (1.2% of net sales) for 1995 compared to $19.4 million (1.5% of net
sales) for 1994. The higher engineering expenses as a percentage of net sales in
1994 primarily related to the redesign of the Massey Ferguson 6100/8100 series
high horsepower tractors introduced in early 1995.

Interest expense, net for 1995 was $63.2 million compared to $42.8 million
for 1994. The increase in interest expense, net was primarily due to the
additional borrowings associated with the Massey and the AgEquipment
Acquisitions. The Company financed the entire purchase price for the AgEquipment
Acquisition and a portion of the purchase price for the Massey Acquisition with
additional indebtedness. In addition, interest expense, net increased at
Agricredit due to the additional borrowings associated with the increase in the
credit receivable portfolio and an increase in the rates charged on outstanding
borrowings.

Other expense, net was $9.6 million for 1995 compared to $3.1 million for
1994. The increase in other expense, net was primarily due to increased
amortization of intangible assets as a result of the Massey Acquisition and
foreign exchange losses related to the Company's international operations.

Nonrecurring expenses were $6.0 million in 1995 and $19.5 million in 1994.
The nonrecurring charge recorded in 1995 primarily related to costs associated
with the initial integration of the Company's European operations, acquired in
the Massey Acquisition in June 1994. The 1994 nonrecurring charge related to the
initial integration in Europe and the integration in North America of White-New
Idea, which was acquired in December 1993. See "Charges for Nonrecurring
Expenses" for further discussion.

The Company recorded a net income tax provision of $65.9 million for 1995
and a net income tax benefit of $10.6 million in 1994. In 1995, the Company's
income tax provision approximated statutory rates. The 1994 net income tax
benefit included a $29.9 million United States deferred income tax benefit
related to a reduction of a portion of the deferred tax valuation allowance. The
reduction in the valuation allowance was supported by the Company's generation
of taxable income in recent years and expectations of taxable income in future
periods. The United States income tax benefit was partially offset by a foreign
income tax provision of $19.3 million consisting primarily of a deferred income
tax provision which resulted from the realization of deferred tax assets
relating to net operating loss carryforwards acquired in the Massey Acquisition.
Primarily due to the availability of acquired net operating loss carryforwards ,
the Company paid taxes in 1994 and 1995 at effective rates substantially below
statutory rates.

Equity in net earnings of unconsolidated subsidiary and affiliates on a
consolidated basis was $4.5 million in 1995 and $3.2 million in 1994. The
increase in equity in net earnings of unconsolidated subsidiary and affiliates
was primarily due to the inclusion in 1994 of the Company's pro-rata share in
net earnings of its 49% interest in Massey Ferguson Finance, acquired in the
Massey Acquisition in June 1994. The amount recognized for 1994 includes the
Company's pro-rata share of net earnings in Agricredit from January 1, 1994

21
<PAGE> 22

through February 10, 1994. From February 11, 1994 through December 31, 1994, the
results of operations of Agricredit were consolidated with the Company's
operations and were no longer accounted for under the equity method of
accounting.

Finance Company Operations

Agricredit recorded net income of $6.8 million for 1995 and $4.9 million
for the period from the acquisition date to December 31, 1994. Retail
acceptances were approximately $362.7 million for 1995 compared to $321.6
million for 1994. The increase was primarily the result of Agricredit's
increased penetration into the Company's North American dealer network and its
expansion into the Canadian market.

QUARTERLY RESULTS

To the extent possible, the Company attempts to ship products to its
dealers on a level basis throughout the year to reduce the effect of seasonal
demands on its manufacturing operations and to minimize its investment in
inventory. However, settlements of agricultural equipment are highly seasonal,
with farmers traditionally purchasing agricultural equipment in the spring and
fall in conjunction with the major planting and harvesting seasons. The
Company's net sales and income from operations have historically been the lowest
in the first quarter and have increased in subsequent quarters as dealers
increase inventory in anticipation of increased retail sales in the third and
fourth quarters.

The following table presents unaudited interim operating results of the
Company. The Company believes that the following information includes all
adjustments (consisting only of normal, recurring adjustments) that the Company
considers necessary for a fair presentation, in accordance with generally
accepted accounting principles. The operating results for any interim period are
not necessarily indicative of results for any future interim period or the
entire fiscal year.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
1996:(1)
Net sales............................... $453,884 $584,681 $588,859 $690,062
Gross profit(2)......................... 93,740 115,794 123,540 137,246
Income from operations(2)............... 34,592(4) 59,617(4) 54,068(4) 63,675(4)(6)
Income before extraordinary loss........ 20,595(4) 37,508(4) 31,299(4) 39,988(4)(6)(7)
Net income.............................. 17,092(4)(5) 37,508(4) 31,299(4) 39,988(4)(6)(7)
Net income per common share before
extraordinary loss -- fully
diluted.............................. 0.37(4)(5) 0.66(4) 0.54(4) 0.69(4)(6)(7)
1995:
Revenues................................ $456,219 $571,718 $498,639 $598,472
Gross profit(2)......................... 93,198 117,444 112,793 117,276
Income from operations(2)............... 41,957(4) 61,973(4) 60,693(4) 55,986(4)
Net income.............................. 23,384(4) 35,888(4) 36,195(4) 33,675(4)
Net income per common share -- fully
diluted(3)........................... 0.42(4) 0.64(4) 0.64(4) 0.60(4)
</TABLE>

- ---------------

(1) As a result of the Agricredit Sale, the 1996 operating results are restated
for each quarter presented to reflect Agricredit on the equity method of
accounting.
(2) Gross profit is defined as net sales less cost of goods sold, and income
from operations is defined as net sales less cost of goods sold, selling,
general and administrative expenses for the Company's Equipment Operations,
engineering expenses and nonrecurring expenses.
(3) Net income per common share-fully diluted has been restated for 1995 to
reflect the two-for-one stock split, effected January 31, 1996.
(4) The 1996 operating results include nonrecurring expenses of $5.9 million, or
$0.07 per share, for the three months ended March 31, 1996, $0.8 million, or
$0.01 per share, for the three months ended June 30,

22
<PAGE> 23

1996, $6.2 million, or $0.07 per share, for the three months ended September
30, 1996 and $2.1 million, or $0.02 per share, for the three months ended
December 31, 1996. The 1995 operating results include nonrecurring expenses
of $2.0 million, or $0.02 per share, for the three months ended March 31,
1995, $1.7 million, or $0.02 per share, for the three months ended June 30,
1995, $0.9 million, or $0.01 per share, for the three months ended September
30, 1995 and $1.4 million, or $0.02 per share, for the three months ended
December 31, 1995.
(5) The 1996 operating results include an extraordinary after-tax charge of $3.5
million, or $0.06 per share, for the write-off of unamortized debt costs
related to the refinancing of the Company's $550.0 million revolving credit
facility for the three months ended March 31, 1996.
(6) The 1996 operating results include severance costs related to a Company
executive of $7.3 million, or $0.08 per share, for the three months ended
December 31, 1996 which includes accelerated amortization of shares earned
under the Company's long-term incentive plan and related cash severance.
(7) The 1996 operating results include a gain on the sale of a 51% interest in
Agricredit of $4.7 million, or $0.05 per share, for the three months ended
December 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

The Company's financing requirements for its Equipment Operations are
subject to variations due to seasonal changes in inventory and dealer receivable
levels. Internally generated funds are supplemented when necessary from external
sources primarily from the Company's revolving credit facility.

In March 1996, the Company replaced its $550.0 million secured revolving
credit facility (the "June 1994 Credit Facility"), obtained in conjunction with
the Massey Acquisition in June 1994, with a $650.0 million unsecured revolving
credit facility (the "March 1996 Credit Facility"). The March 1996 Credit
Facility provided the Company's Equipment Operations with increased borrowing
capacity over the June 1994 Credit Facility. As of December 31, 1996,
approximately $317.4 million was outstanding under the March 1996 Credit
Facility and available borrowings were approximately $310.6 million. The Company
used borrowings from the March 1996 Credit Facility to finance the Maxion and
Deutz Argentina Acquisitions. The Company's borrowings under revolving credit
facilities decreased $60.9 million from December 31, 1995 to December 31, 1996
primarily due to the repayment of outstanding borrowings with proceeds from the
Company's issuance of $250.0 million of 8 1/2% Senior Subordinated Notes in
March 1996 and from the sale of a 51% interest in Agricredit to Rabobank. Total
long-term debt for the Company's Equipment Operations increased from $378.3
million at December 31, 1995 to $567.1 million at December 31, 1996. The
increase in long-term debt was due to the financing of the Maxion, Western
Combine and Deutz Argentina Acquisitions, partially offset by the use of
operating cash flow to repay indebtedness.

On January 14, 1997, the Company replaced the March 1996 Credit Facility
with a new revolving credit facility (the "January 1997 Credit Facility"), which
initially provided for borrowings of up to $1.0 billion. In February 1997, the
January 1997 Credit Facility was amended to allow for borrowings of up to $1.2
billion. The January 1997 Credit Facility will be the Company's primary source
of financing for its Equipment Operations and will provide increased borrowing
capacity over the March 1996 Credit Facility. Borrowings under the January 1997
Credit Facility may not exceed the sum of 90% of eligible accounts receivable
and 60% of eligible inventory. Lending commitments under the January 1997 Credit
Facility reduce to $1.1 billion on January 1, 1998 and $1.0 billion on January
1, 1999. If the Company consummates offerings of debt or capital stock prior to
such dates, the proceeds of such offerings will be used to reduce the lending
commitments, but not below $1.0 billion. The Company used proceeds from the
January 1997 Credit Facility to finance the Fendt Acquisition.

In March 1996, the Company issued $250.0 million of 8 1/2% Senior
Subordinated Notes due 2006 (the "Notes") at 99.139% of their principal amount.
The net proceeds from the sale of the Notes were used to repay outstanding
indebtedness under the June 1994 Credit Facility. The sale of the Notes provided
the Company with subordinated capital and replaced a portion of its floating
rate debt with longer term fixed rate debt.

23
<PAGE> 24

Prior to the Agricredit Sale on November 1, 1996, Agricredit obtained funds
from a separate $630.0 million revolving credit facility (the "Agricredit
Revolving Credit Agreement") to finance its credit receivable portfolio.
Borrowings under the Agricredit Revolving Credit Agreement were based on the
amount and quality of outstanding credit receivables and were generally issued
for terms with maturities matching anticipated credit receivable liquidations.
On November 1, 1996, in connection with the Agricredit Joint Venture, the
Agricredit Revolving Credit Agreement was repaid and the Agricredit Joint
Venture entered into a new credit agreement.

The Company's working capital requirements for its Equipment Operations 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. As of
December 31, 1996, the Company's Equipment Operations had $750.5 million of
working capital compared to $661.5 million as of December 31, 1995 and $513.9
million as of December 31, 1994. The increase in working capital in 1996
compared to 1995 was primarily due to working capital acquired in the Maxion and
Deutz Argentina Acquisitions. The increase in working capital in 1995 compared
to 1994 was primarily due to an increase in dealer receivables resulting from
the Company's sales growth in 1995, the AgEquipment Acquisition, the Landini
Distribution Agreement and the timing of international sales which were
significantly higher in late 1995 than in late 1994.

Cash flow provided by operating activities was $206.7 million for 1996
compared to $67.1 million for 1995. The increase in operating cash flow was
primarily due to (i) the collection of receivables in 1996 related to unusually
high international accounts receivable levels at December 31, 1995, which were
collected in 1996 and (ii) strong retail sales in North America during 1996
which resulted in lower levels of dealer inventories relative to billings in
1996 compared to 1995. The cash flow provided by operating activities was
primarily used to repay indebtedness and to fund capital expenditures. Cash flow
provided by operating activities was $67.1 million for 1995 compared to $96.4
million for 1994. The decrease in operating cash flow was primarily due to
increases in working capital as discussed above, partially offset by an increase
in net income. The cash flow provided by operating activities was primarily used
to fund the AgEquipment Acquisition and capital expenditures.

Capital expenditures were $45.2 million in 1996 compared to $45.3 million
in 1995 and $20.7 million in 1994. The increase in 1995 compared to 1994
primarily resulted from a full year's impact of capital expenditures recorded in
1995 by the Company's European operations related to its manufacturing
operations. For all years, the Company's capital expenditures related to the
development of new and existing products as well as the maintenance and
improvement of existing facilities. The Company currently estimates that
aggregate capital expenditures for 1997 will range from approximately $70.0
million to $80.0 million and will primarily be used to support the development
and enhancement of new and existing products. The increase in the expected
capital expenditures in 1997 is primarily the result of capital expenditures
required for the manufacturing operations acquired in the Deutz Argentina and
Fendt Acquisitions. The capital expenditures for 1997 are expected to be funded
with cash flows from operations.

The Company's debt to capitalization ratio for its Equipment Operations was
42.3% at December 31, 1996 compared to 37.7% at December 31, 1995, assuming
conversion of the Convertible Subordinated Debentures at December 31, 1995 (see
Note 8 to the Consolidated Financial Statements). The increase in the Company's
leverage was due to increased borrowing requirements to fund the Maxion, Western
Combine and Deutz Argentina Acquisitions.

The Company believes that available borrowings under the January 1997
Credit Facility, available cash and internally generated funds will be
sufficient to support its working capital, capital expenditures, and debt
service requirements for the foreseeable future.

The Company from time to time reviews and will continue to review
acquisition and joint venture opportunities as well as changes in the capital
markets. If the Company were to consummate a significant acquisition or elect to
take advantage of favorable opportunities in the capital markets, the Company
may supplement availability or revise the terms under its credit facilities or
complete public or private offerings of equity or debt securities.

24
<PAGE> 25

CHARGES FOR NONRECURRING EXPENSES

Maxion Acquisition

The Company identified $6.0 million of nonrecurring expenses related to the
integration and restructuring of the Company's Brazilian operations, acquired in
June 1996 as a result of the Maxion Acquisition. The Company recorded $4.7
million of nonrecurring expenses during 1996 to recognize a portion of these
costs. These costs are primarily related to the rationalization of
manufacturing, sales and administrative functions designed to resize the
operations to current sales and production volumes. Savings from the integration
and restructuring of the Brazilian operations are expected to result primarily
in reduced selling, general and administrative expenses and product cost
reductions. The Company expects to record the remaining $1.3 million of
nonrecurring expenses and complete the integration in 1997. While the Company
believes that cost savings from its restructuring plans can be attained, there
can be no assurance that all objectives of the restructuring will be achieved.

Massey Acquisition

The Company identified $19.5 million of nonrecurring expenses primarily
related to the initial integration and restructuring of the Company's European
operations, acquired in June 1994 as a result of the Massey Acquisition. The
Company recorded a charge of $13.5 million in the fourth quarter of 1994 to
recognize a portion of these costs and recorded the remaining $6.0 million in
1995. These costs primarily related to the centralization and rationalization of
the Company's European operations' administrative, sales and marketing
functions. Prior to the Massey Acquisition, Massey's operations were organized
in a decentralized business unit structure. The Company's restructuring plan has
centralized many functions duplicated under the previous organization. This
restructuring has resulted in a reduction in personnel and the elimination of
administrative offices, thereby eliminating excessive costs and redundancies in
future periods. The combined $19.5 million charge recorded through December 31,
1995 included estimates for employee severance, contractual obligations arising
from the acquisition and certain payroll expenses incurred through December 31,
1995 for employees that have been terminated or will be terminated in future
periods. All of the costs associated with the $19.5 million charge recorded
through December 31, 1995 have been incurred.

The Company's successful implementation of its restructuring plan has
resulted in significant savings in the Company's European operations. The
majority of these savings resulted from personnel reductions, facilities
rationalizations, and other savings which primarily resulted from the
centralization of the Company's European operations' administrative, sales and
marketing functions. In addition, the Company has achieved material cost savings
from the redesign of certain components, an increased use of common components
throughout the Massey product line and more effective purchasing from the
centralization of that function. In addition, material cost savings have been
achieved from the Company's strategic alliance with Renault Agriculture S.A.
(the "GIMA Joint Venture") to produce driveline assemblies for both companies.
By sharing overhead and engineering costs, the GIMA Joint Venture resulted in
decreased costs for these components.

In 1996, the Company recorded approximately $10.3 million of nonrecurring
expenses related to the further restructuring of the Company's European
operations, acquired in June 1994 as a result of the Massey Acquisition. These
costs primarily related to the centralization of certain parts warehousing,
administrative, sales and marketing functions. The Company expects to record an
additional $7.5 million of nonrecurring expenses and to complete the
restructuring in 1997. Savings from the further restructuring of the Company's
European operations are expected to result primarily from reduced selling,
general and administrative expenses primarily relating to the Company's parts
warehousing, finance, dealer communications, sales and marketing functions.
While the Company believes that cost savings from its restructuring plan can be
attained, there can be no assurance that all objectives of the restructuring
will be achieved.

White-New Idea Acquisition

In the first quarter of 1994, the Company recorded a $6.0 million charge
for nonrecurring expenses related to the integration of White-New Idea, which
was acquired in December 1993. The nonrecurring

25
<PAGE> 26

charge included employee severance and relocation expenses, costs associated
with operating duplicate parts distribution operations, costs for dealer signs
and other nonrecurring costs related to the integration.

Savings from the integration of White-New Idea resulted primarily from the
elimination of three of White-New Idea's four parts distribution facilities and
the consolidation of the Company's and White-New Idea's parts distribution
operations. In addition, certain efficiencies and cost savings were achieved in
sales, marketing and administrative functions resulting from the integration of
these operations in the first quarter of 1994.

OUTLOOK

The Company's operations are subject to the cyclical nature of the
agricultural industry. Sales of the Company's equipment have been and are
expected to continue to be affected by changes in net cash farm income, farm
land values, weather conditions, the demand for agricultural commodities and
general economic conditions.

The outlook for worldwide sales of agricultural equipment expenditures
remains positive. In North America, as a result of low worldwide grain stocks,
high commodity prices and government payments to farmers under the new U.S. Farm
Bill, net cash farm income has remained at high levels and farmer balance sheets
remain strong, which the Company believes will enable farmers to make necessary
purchases of equipment in 1997. These factors should increase farmers'
confidence and result in continued replacement demand for agricultural
equipment.

The Western European agricultural market continues to benefit from
increased export demand and high commodity prices. These items should continue
to support the farmers' replacement demand. Over the longer term, demand for
farm equipment in some parts of Europe is expected to exhibit a slow, modest
decline due to a shift to fewer but larger farms. This consolidation is expected
to be offset, to some extent, by increased sales of more expensive higher
horsepower equipment to support larger farms.

Beginning in the second half of 1995, the Brazilian agricultural equipment
market experienced a significant decline due to high farm debt levels and the
Brazilian Central Bank's suspension of all loans for agricultural purposes under
the FINAME loan program. Although the loan program has been reinstated, the high
farm debt levels have negatively impacted farm equipment sales in 1996 and may
impact results in 1997. In general, outside of North America and Western Europe,
continued general economic improvement, the increasing affluence of the
population in certain developing countries and the increased availability of
funding sources should positively support equipment demand. As a result of these
favorable market conditions, the Company's production levels in 1997 are
forecasted to be modestly higher than the prior year.

The information contained in this "Outlook" section includes
forward-looking statements. For a discussion of important factors that could
affect such matters, see "Risk Factors."

FOREIGN CURRENCY RISK MANAGEMENT

The Company has significant manufacturing operations in the United States,
the United Kingdom, France, Brazil, and, as a result of the Company's recent
acquisitions, Argentina and Germany, and it purchases a portion of its tractors,
combines and components from third party foreign suppliers primarily in various
European countries and in Japan. The Company also sells products in over 140
countries throughout the world. Fluctuations in the value of foreign currencies
create exposures which can adversely affect the Company's results of operations.

The Company attempts to manage its foreign exchange exposure by hedging
identifiable foreign currency commitments arising from receivables, payables,
and expected purchases and sales. Where naturally offsetting currency positions
do not occur, the Company hedges its exposures through the use of foreign
currency forward contracts. The Company's hedging policy prohibits foreign
currency forward contracts for speculative trading purposes.

26
<PAGE> 27

ACCOUNTING CHANGES

In October 1995, the Financial Accounting Standards Board issued Statement
No. 123, "Accounting for Stock-Based Compensation", which requires companies to
estimate the value of all stock-based compensation using a recognized pricing
model. The Company has adopted the disclosure requirements of this statement and
has chosen to continue to apply the accounting provisions of Accounting
Principles Board Opinion No. 25 to stock-based employee compensation
arrangements as allowed by Statement No. 123. As a result, the adoption of this
new standard did not have an effect on the Company's financial position or
results of operations.

Effective January 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," which established
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles and goodwill related to those assets to be held and
used, as well as for long-lived assets and certain identifiable intangibles to
be disposed. The adoption of this new standard did not have a material effect on
the Company's financial position.

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits," which requires accrual of postemployment benefits for former or
inactive employees after employment but before retirement. The adoption of this
new standard did not have a material effect on the Company's financial position
or results of operations.

FORWARD LOOKING STATEMENTS

Portions of this Prospectus include forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including the information set forth under
"-- Outlook". Although the Company believes that the expectations reflected in
such forward looking statements are based upon reasonable assumptions, it can
give no assurance that its expectations will be achieved. Additionally, the
Company's financial results are sensitive to movement in interest rates and
foreign currencies, as well as general economic conditions, pricing and product
actions taken by competitors, production disruptions and changes in
environmental, international trade and other laws which impact the way in which
it conducts its business. Important factors that could cause actual results to
differ materially from the Company's current expectations are disclosed in
conjunction with the forward looking statements included herein. See also "Risk
Factors" for a discussion of certain factors that could affect the information
contained in the forward looking statements.

27
<PAGE> 28

BUSINESS

RECENT DEVELOPMENTS

Fendt Acquisition.

On January 20, 1997, the Company acquired the operations of Fendt for
approximately $283.5 million plus approximately $38.0 million of assumed working
capital debt. Fendt, which had 1995 sales of approximately $580.0 million,
manufactures and sells tractors ranging from 45 to 260 horsepower through a

28
<PAGE> 29

network of independent agricultural cooperatives and dealers in Germany and a
network of approximately 250 dealers throughout Europe. With this acquisition,
AGCO has the number one market share in Germany and the number two market share
in France, two of Europe's largest agricultural equipment markets. In connection
with the Fendt Acquisition, the Company also acquired a caravan business which
assembles and sells a line of travel trailers and sells a line of motor homes
which are manufactured on behalf of Fendt by a third party supplier.

Fendt owns and operates three manufacturing facilities in Germany.
Approximately 80% to 85% of Fendt's sales in Germany are effected through
agricultural cooperatives. The remainder are through dealers mainly in North and
East Germany. Sales outside of Germany are carried out through company sales
organizations in France, Italy and Australia, and through independent
distributors in other European countries.

Deutz Argentina Acquisition.

On December 27, 1996, the Company acquired the operations of Deutz
Argentina for approximately $62.5 million. Deutz Argentina, with 1995 sales of
approximately $109.0 million, supplies agricultural equipment, engines and
trucks to Argentina and other markets in South America. Deutz Argentina
distributes a broad range of tractor models in Argentina under the Deutz brand
name ranging from 60 to 190 horsepower, combines under the Deutz Fahr brand
name, and light trucks and agricultural implements. In addition, Deutz Argentina
manufactures Deutz diesel engines for distribution to other equipment
manufacturers and for use in its own equipment.

AGCO acquired Deutz Argentina's three manufacturing and assembly
facilities. Deutz Argentina distributes products through approximately 85
independent dealers in Argentina with approximately 225 outlets. In addition,
Deutz Argentina produces 70 to 140 horsepower transaxles in Argentina and
exports them to Agrale's Brazilian production facility for assembly and
marketing under the Deutz-Agrale brand name. Deutz Argentina's engines are
produced in Argentina and are included in the vehicles which are sold in the
Argentina market. The Deutz Argentina Acquisition enhanced the Company's
presence in the agricultural equipment market in South America by acquiring a
market leadership position in Argentina, which is the second largest market in
South America.

Maxion Acquisition.

On June 28, 1996, the Company acquired the Maxion Agricultural Equipment
Business for approximately $260.0 million. The Maxion Agricultural Equipment
Business, with 1995 sales of approximately $265.0 million, was AGCO's Massey
Ferguson licensee in Brazil, manufacturing and distributing agricultural
tractors under the Massey Ferguson brand name, combines under the Massey
Ferguson and IDEAL brand names, and industrial loader-backhoes under the Massey
Ferguson and Maxion brand names.

AGCO acquired Iochpe-Maxion's tractor and combine manufacturing facilities.
The acquired facilities, like the Company's other facilities, are primarily
assembly operations with all major components such as engines and transmissions
being outsourced. The Company's current product line consists of quality
products of a lower specification and lower cost to meet the demands of the
Brazilian market. In connection with the acquisition, the Company entered into
an engine supply agreement with Iochpe-Maxion to continue to source certain
engines for use in AGCO's Brazilian production.

The Maxion Agricultural Equipment Business distributes products under the
Massey Ferguson and IDEAL brand names through approximately 175 independent
dealers with approximately 360 outlets. IDEAL also has independent distributor
representation in Argentina, Chile, Ecuador, Paraguay and Uruguay and the
industrial line has distributors in Argentina and Uruguay. The Maxion
Acquisition enhanced the Company's presence in the agricultural equipment market
in South America by acquiring a market leadership position in Brazil, which is
the largest market in South America. The independent dealers and distributors
are responsible for retail sales to end users and after-sales service and
support. In Brazil, dealers are prohibited from carrying competing brands of
tractors or combines from other manufacturers.

29
<PAGE> 30

Agricredit Joint Venture.

On November 1, 1996, the Company sold a 51% interest in Agricredit, the
Company's wholly owned finance subsidiary, to a wholly owned subsidiary of
Rabobank. The Company received total consideration of approximately $44.3
million in the transaction. Under the Agricredit Joint Venture, Rabobank has a
51% interest in Agricredit and the Company retained a 49% interest in
Agricredit. The Agricredit Joint Venture has continued the business of
Agricredit and seeks to build a broader asset-based finance business through the
addition of other lines of business. The Company has established similar joint
venture arrangements with Rabobank with respect to its retail finance companies
located in the United Kingdom, France and Germany. See "-- Retail
Financing/Joint Ventures."

New Credit Facility.

On January 14, 1997, the Company replaced its $650 million March 1996
Credit Facility with the January 1997 Credit Facility, which initially provided
for borrowings of up to $1.0 billion. On February 24, 1997, the Company amended
the January 1997 Credit Facility to increase available borrowings to $1.2
billion. The January 1997 Credit Facility is the Company's primary source of
financing. Borrowings under the January 1997 Credit Facility may not exceed the
sum of 90% of eligible accounts receivable and 60% of eligible inventory.
Lending commitments under the January 1997 Credit Facility reduce to $1.1
billion on January 1, 1998 and $1.0 billion on January 1, 1999. If the Company
consummates offerings of debt or capital stock (including the Offering) prior to
such dates, the proceeds of such offerings will be used to reduce the lending
commitments, but not below $1.0 billion. The Company used borrowings under the
March 1996 Credit Facility to finance the Deutz Argentina Acquisition and
borrowings under the January 1997 Credit Facility to finance the Fendt
Acquisition. Pro forma for the January 1997 Credit Facility and the Fendt
Acquisition, at December 31, 1996, the Company would have had approximately
$576.1 million available for borrowing under the January 1997 Credit Facility.
The Company will use the net proceeds from the Offering to repay a portion of
its borrowings under the January 1997 Credit Facility. Pro forma for such
repayment the Company would have had approximately $576.1 million available for
borrowing under the January 1997 Credit Facility at December 31, 1996.

STRATEGY

Key elements of the Company's business strategy are: (i) expanding and
strengthening the Company's worldwide organization of independent dealers and
distributors; (ii) marketing multiple brands through multiple dealer networks;
(iii) selling complementary non-tractor products through its international
distribution channel; (iv) introducing competitive new products in all markets
which meet the needs of customers and provide reasonable margins; (v) expanding
the international replacement parts business; (vi) focusing on increasing
margins through controlling product costs and operating expenses; and (vii)
pursuing strategic acquisitions focusing on new products and distribution in new
markets.

Expanding and Strengthening the Company's Worldwide Organization of
Independent Dealers and Distributors. The Company believes that one of the most
important criteria affecting a farmer's decision to purchase a particular brand
of equipment is the quality of the dealer who sells and services the equipment.
The Company's Dealer Development Organization in North America is responsible
for monitoring each dealer's performance and profitability as well as
establishing programs which focus on the continual improvement of the dealer.
The Dealer Development Organization is also responsible for identifying open
markets with the greatest potential for each brand and selecting an existing
AGCO dealer, or a new dealer, who would best represent the brand in that
territory. AGCO protects each existing dealer's territory and will not place the
same brand within that protected area.

Internationally, the Company has established a central Dealer Development
Organization which is modeled on the one in North America. Currently, this
organization is focusing on the development of the

30
<PAGE> 31

Massey Ferguson dealers. For example, the Company believes that it increased its
market share in Germany and Spain in 1995 in part as a result of dealer
development activities, including the recruitment of new dealers.

Marketing Multiple Brands Through Multiple Dealer Networks. The Company
has individual dealer contracts in North America for each of its fourteen brands
marketed in North America. Within these multiple dealer-brand networks, AGCO
maintains distinct brand identities through product differentiation and separate
marketing programs. Although certain of the Company's products may compete at
the retail level, the Company believes this strategy enables the Company to
maintain a large distribution network and position each of its products to
target particular market niches and maximize the sales and profitability of its
products.

The Company has been able to increase sales, as well as dealer focus on its
products, by establishing crossover contracts within its North American dealer
network. In a crossover contract, an existing dealer carrying one of the
Company's brands contracts to sell an additional AGCO brand. This strategy was
developed in conjunction with the Company's acquisitions of Hesston Corporation
and the White Tractor Division of Allied Products Corporation, and since January
1992, the Company has signed over 2,200 new dealer contracts, the majority of
which represent crossover contracts. Additionally, approximately 1,750 of the
Company's approximately 2,800 dealers in North America carry two or more AGCO
brands. Due to existing contractual arrangements, not all the Company's dealers
can contract to carry additional Company product lines. However, the Company
believes that significant opportunities remain for incremental sales through
additional crossover contracts within its existing North American network of
Massey Ferguson, AGCO Allis, GLEANER, Hesston, White, SAME, Landini, White-New
Idea, Black Machine, AGCOSTAR, Glencoe, Tye, Farmhand and PMI dealers. The Fendt
Acquisition will enable AGCO to expand its multiple brand strategy outside North
America by adding another brand to complement Massey Ferguson.

Selling Complementary Non-Tractor Products Internationally. Massey
Ferguson is the most widely sold tractor brand in the world. Prior to the Massey
Acquisition, Massey Ferguson generated approximately 89% of its sales from
tractors and parts. Comparatively, AGCO generated approximately 55% of its sales
from hay tools and forage equipment, planters, spreaders, combine harvesters and
other non-tractor agricultural equipment and parts. Since the Massey
Acquisition, AGCO has increased its sales of non-tractor agricultural equipment
and parts by cross-selling these products under the Massey Ferguson brand name
through its established international distribution channels. The acquisitions of
Maxion, Deutz Argentina and Fendt provide AGCO with additional opportunities to
distribute non-tractor products in South America and Europe.

Introducing Competitive New Products. Since 1991 the Company has increased
the scope and competitiveness of its product line through acquisitions and new
product introductions. The Company has completed acquisitions which expanded the
Company's product offerings into segments of the agricultural equipment market
in which the Company did not previously compete and enhanced the competitiveness
of the Company's products within existing segments. Since late 1991, the Company
has introduced the Series 2 GLEANER combine, a number of product improvements
including the redesigned Massey Ferguson high horsepower 6100/8100 Series
tractors, an 18-speed powershift transmission for the higher horsepower AGCO
Allis 9600 Series and the White 6100 Series tractors, and water-cooled engines
for the GLEANER combine. In addition, through the Company's acquisition of Black
Machine, AGCO added a unique patented technology for the "2-in-1" planter frame.
Similarly, the AGCOSTAR articulated tractors were added to AGCO's product
offering as the result of the acquisition of McConnell Tractor. Through the
acquisition of AgEquipment, the Company added no-till and minimum tillage
implements to its product lines. The acquisition of Fendt gives AGCO additional
product lines which could be sold through the AGCO distribution network
including a high specification vineyard tractor and a tool carrier.

The Company, in conjunction with a European affiliate, is one of the
leading innovators in precision farming techniques, such as yield mapping.
Through precision farming, farmers can customize applications and planting rates
to each section of the field for maximum growth potential. Most recently, AGCO
introduced FIELDSTAR(TM), a system that uses satellite technology to give
farmers the most accurate data to boost their productivity. The Company
continues to invest in new product technology and innovation in order to remain
competitive in the market.

31
<PAGE> 32

Expanding the International Replacement Parts Business. Sales of
replacement parts (i) typically generate higher gross margins than new product
sales, (ii) provide a potentially large and recurring revenue stream due to
average product lives of 10 to 20 years and (iii) historically have been less
cyclical than new product sales. Replacement parts sales generated approximately
$203.2 million, or 34% of the Company's net sales in 1993, $359.5 million, or
20% of the Company's pro forma net sales in 1994 (assuming the acquisition of
Massey Ferguson was completed at the beginning of the year), $369.9 million, or
18% of the Company's net sales in 1995 and $403.5 million, or 17% of the
Company's net sales in 1996. Even though the Massey Acquisition added a
significant dollar volume of parts sales, the percentage of parts sales to total
sales for Massey for 1993 (the last full year prior to the acquisition by the
Company) was only 14%, much below the industry average of 20%. Prior to the
acquisition, Massey did not maximize parts support for older field equipment in
use. With over two million Massey Ferguson tractors sold internationally since
1972, there is significant opportunity to capture a larger portion of these
high-margin replacement parts sales in international markets. Similar
opportunities for expansion of international replacement parts sales exist as a
result of the Fendt acquisition where Fendt tractor parts accounted for
approximately 10% of Fendt's total net tractor sales in 1995.

Focusing on Increasing Margins through Controlling Product Costs and
Operating Expenses. AGCO balances manufacturing and distribution in order to
control manufacturing costs and increase its operating flexibility. The Company
has consolidated the manufacture of its products in certain locations to take
advantage of capacity, technology or local costs. Furthermore, AGCO continues to
balance its manufacturing resources with externally sourced machinery,
components and replacement parts to enable the Company to better control
inventory.

AGCO also has two strategic alliances which enable the Company to share
overhead and product development costs, thereby reducing product costs for all
parties. Hay & Forage Industries is a joint venture with Case Corporation to
produce hay and forage equipment for both companies under the Hesston (for AGCO)
and Case brand names. AGCO also formed a joint venture with Renault Agriculture
S.A. to produce driveline assemblies for higher horsepower AGCO and Renault
tractors at AGCO's facility in Beauvais, France.

AGCO has one corporate structure supporting its multiple brands and
independent dealer organizations. Accordingly, the Company has significantly
lowered the costs of acquired company operations by eliminating duplicate
functions and operations. The Fendt Acquisition provides the opportunity to
eliminate manufacturing costs and other expenses by combining the Fendt and AGCO
international operations. Additionally, AGCO will have the opportunity to reduce
manufacturing costs through purchasing and sourcing synergies.

Strategic Acquisitions. AGCO has been the principal consolidator in the
agricultural equipment industry and continues to review acquisition and joint
venture opportunities that will further broaden its product line, distribution
network or geographic presence. The Company has historically been successful in
integrating the operations of acquired companies. Massey Ferguson's
international machinery sales have increased 45% since 1993, the year prior to
acquisition. Additionally, the Company has reduced Massey's international
operating expense margin from its 1993 level of 14.1% to 7.4% in 1996.

MARKETING AND DISTRIBUTION

Western European Distribution. In Western Europe, fully assembled tractors
and other Massey Ferguson-branded equipment are marketed by wholly owned
distribution companies in the United Kingdom, France, Germany, Norway, Spain,
Denmark and Sweden. In addition, the Company utilizes an associated company to
distribute Massey Ferguson-branded products in Italy. These distribution
companies support a combined network of approximately 1,500 independent dealers
in Western Europe. In addition, the Company sells through independent
distributors in Western Europe, which distribute through approximately 530
Massey Ferguson dealers. Dealers are responsible for retail sales to the
equipment end users and in most cases carry competing or complementary products
from other manufacturers. As a result of the Fendt Acquisition, the Company also
manufactures and sells tractors ranging from 45 to 260 horsepower through a
network of

32
<PAGE> 33

independent agricultural cooperatives and dealers in Germany and a network of
250 dealers throughout Europe.

North American Distribution. In North America, the Company markets and
distributes its farm machinery, equipment and replacement parts to farmers
through a network of approximately 7,000 dealer contracts, with dealers in 49
states and all ten Canadian provinces. Each of the Company's approximately 2,800
independent dealers represents one or more of the Company's distribution lines
or brand names. Dealers may also handle competitive and dissimilar lines of
products. The Company intends to maintain the separate strengths and identities
of its brand names and product lines. The Company has been able to increase
sales, as well as dealer focus on its products, by establishing crossover
contracts.

South American Distribution. The Company markets and distributes its farm
machinery, equipment and replacement parts to farmers in South America through
several different networks. In Brazil, the Company distributes products under
the Massey Ferguson and IDEAL brand names through the Maxion network, which
consists of approximately 140 independent dealers with approximately 360
outlets, and under the Deutz-Agrale brand name through 89 dealers. In Argentina,
the Company distributes its products under the IDEAL brand name through
independent distributors and under the Deutz brand name through approximately 85
independent dealers with approximately 225 outlets. The Company also distributes
products in Chile, Ecuador, Paraguay and Uruguay under the IDEAL brand name.

International Distribution. Outside North America, South America and
Western Europe, the Company operates primarily through the Company's network of
approximately 2,600 independent distributors and dealers, as well as associates
and licensees, marketing Massey products and providing customer service support
in approximately 100 countries in Africa, the Middle East, Eastern Europe and
Asia. These arrangements allow AGCO to benefit from local market expertise to
establish strong market positions with limited investment. In some cases, AGCO
also sells agricultural equipment directly to governmental agencies. The Company
believes there is significant potential long-term demand for agricultural
equipment in developing countries where the agricultural equipment markets are
less developed. The Company also believes that the Massey Ferguson brand name is
the most widely recognized brand name in these markets. The Company will
continue to actively support the local production and distribution of Massey
Ferguson-licensed products by third party distributors, associates and
licensees.

RETAIL FINANCING/JOINT VENTURES

Through the Agricredit Joint Venture in the United States and Canada, the
Company provides a competitive and dedicated financing source for AGCO dealers'
sales of the Company's products as well as equipment produced by other
manufacturers. Agricredit has experienced significant growth since the beginning
of 1993 from two primary sources. First, growth has been generated through
Agricredit's penetration into the AGCO dealer organization. Agricredit began
providing financing in Canada in September 1993. In addition, the Agricredit
Joint Venture will seek to build a broader asset-based finance business through
the addition of other lines of business.

The Company also owns minority interests in three retail finance companies
located in the United Kingdom, France and Germany. These companies are owned 49%
by AGCO and 51% by a wholly owned subsidiary of Rabobank.

33
<PAGE> 34

MANAGEMENT

The following table sets forth certain information with respect to the
executive officers and directors of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert J. Ratliff(1)(5)................ 65 Chairman of the Board of Directors
J-P Richard(1)(2)(5)................... 54 President, Chief Executive Officer and
Director
John M. Shumejda....................... 51 Executive Vice President, Technology
and Manufacturing
James M. Seaver........................ 50 Executive Vice President, Sales and
Marketing
Norman L. Boyd......................... 53 Vice President, General Manager --
Europe/Middle East/Africa
Distribution
Judith A. Czelusniak................... 39 Vice President -- Corporate Relations
Larry W. Gutekunst..................... 59 Vice President -- Global Engineering
Daniel H. Hazelton..................... 58 Vice President -- Sales, North America
Dan Ioschpe............................ 32 Vice President, General
Manager -- South America Supply
Aaron D. Jones......................... 51 Vice President -- Global
Manufacturing/Purchasing
Stephen D. Lupton...................... 52 Vice President -- Legal Services,
International
John G. Murdoch........................ 51 Vice President, General
Manager -- North America Distribution
William A. Nix III..................... 45 Vice President -- Treasurer
Chris E. Perkins....................... 34 Vice President and Chief Financial
Officer
Bruce W. Plagman....................... 45 Vice President, General
Manager -- North America Supply
Dexter E. Schaible..................... 47 Vice President -- Global Product
Development
Patrick S. Shannon..................... 34 Vice President -- Director of Finance,
International
Michael F. Swick....................... 50 Vice President and General Counsel
Edward R. Swingle...................... 55 Vice President -- Parts, North America
Henry J. Claycamp(1)(3)(4)............. 65 Director
William H. Fike(3)(5)(6)............... 60 Director
Gerald B. Johanneson(1)(4)(5).......... 62 Director
Richard P. Johnston(1)(4)(6)........... 66 Director
J. Patrick Kaine....................... 71 Director
Alan S. McDowell(6)(7)................. 48 Director
Charles S. Mechem, Jr.(3)(7)........... 66 Director
Hamilton Robinson, Jr.(1)(4)(7)........ 62 Director
</TABLE>

- ---------------

(1) Member of the Executive Committee of the Board of Directors of the Company.
(2) J-P Richard, who has been a Director of the Company since January 1993, was
appointed President and Chief Executive Officer of the Company in November
1996. From November 1993 to November 1996, Mr. Richard was President and
Chief Executive Officer of Insituform Technologies Incorporated. From
October 1991 to November 1993, Mr. Richard was President of Massey
Ferguson, a subsidiary of Varity.
(3) Member of the Nominating Committee of the Board of Directors of the Company.
(4) Member of the Succession Planning Committee of the Board of Directors of the
Company.
(5) Member of the Strategic Planning Committee of the Board of Directors of the
Company.

34
<PAGE> 35

(6) Member of the Compensation Committee of the Board of Directors of the
Company.
(7) Member of the Audit Committee of the Board of Directors of the Company.

SELLING STOCKHOLDER

Mr. Robert J. Ratliff is offering to sell 200,000 shares of Common Stock in
the Offering. The Company has agreed to pay all of Mr. Ratliff's expenses
incurred in connection with the Offering, including the underwriting discount.
Mr. Ratliff owned 1,090,202 shares of Common Stock, or 1.9% of the shares of
Common Stock outstanding, as of December 31, 1996 and will own 890,202 shares of
Common Stock, or 1.4% of the shares of Common Stock outstanding, upon completion
of the Offering. The shares owned by Mr. Ratliff prior to the Offering include
9,000 shares which may be purchased upon exercise of options which are currently
exercisable, 2,742 shares of Common Stock owned by Mr. Ratliff's wife, 200,000
shares of Common Stock beneficially owned by Mr. Ratliff as trustee of the
Robert J. Ratliff Charitable Remainder Unitrust and 778,360 shares owned by a
family limited partnership of which Mr. Ratliff controls the general partner.
Mr. Ratliff has been a Director of the Company since June 1990 and Chairman of
the Board of Directors since August 1993. He was Chief Executive Officer of the
Company from June 1990 to November 1996 and President from June 1990 to December
1995.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 150,000,000 shares
of Common Stock, par value $0.01 per share, and 1,000,000 shares of preferred
stock, par value $0.01 per share. In January 1994, the Company established a
series of preferred stock designated "Junior Cumulative Preferred Stock" (the
"Junior Preferred Stock") in connection with the adoption of a Stockholder
Rights Plan. As of March 3, 1997, 57,274,686 shares of Common Stock were issued
and outstanding. No shares of Junior Preferred Stock have been issued.

COMMON STOCK

Holders of Common Stock are entitled to receive such dividends as may from
time to time be declared by the Board of Directors of the Company out of funds
legally available therefor. Holders of Common Stock are entitled to one vote per
share on all matters on which the holders of Common Stock are entitled to vote
and do not have any cumulative voting rights. Holders of Common Stock have no
preemptive, conversion, redemption or sinking fund rights. In the event of
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share equally and ratably in the assets of the Company, if any,
remaining after the payment of all debts and liabilities of the Company and the
liquidation preference of any outstanding class or series of preferred stock.
The outstanding shares of Common Stock are duly and validly issued, fully paid
and nonassessable. The rights, preferences and privileges of holders of Common
Stock are subject to the rights of the Junior Cumulative Preferred Stock and any
other series of preferred stock which the Company may issue in the future as
described below.

The Common Stock trades on the New York Stock Exchange under the symbol
"AG."

PREFERRED STOCK

The Company has designated 300,000 shares of preferred stock as Junior
Preferred Stock, which may be issued upon the exercise of any of the preferred
stock purchase rights that are associated with the Common Stock. See
"-- Stockholder Rights Plan."

The Company has 700,000 shares of authorized but undesignated preferred
stock. The Board of Directors is authorized to provide for the issuance of
additional classes and series of preferred stock out of these undesignated
shares, and the Board of Directors may establish the voting powers,
designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions of any such additional
class or series of preferred stock, including the dividend rights, dividend
rate, terms of redemption, redemption price or prices, conversion rights and
liquidation preferences of the shares constituting

35
<PAGE> 36

any series, without any further vote or action by the stockholders of the
Company. The issuance of preferred stock by the Board of Directors could have
the effect of making it more difficult for a third party to acquire a majority
of the outstanding voting stock of the Company, thereby delaying, deferring or
preventing a change in control of the Company.

STOCKHOLDER RIGHTS PLAN

On January 26, 1994, the Board of Directors approved a rights agreement
setting forth the terms of a stockholder rights plan (the "Rights Plan"). At the
1994 Annual Stockholder Meeting, the Company's stockholders approved the Rights
Plan. Under the terms of the Rights Plan, one-third of a preferred stock
purchase right (a "Right") is attached to each outstanding share of Common
Stock. Under the terms of the Rights Plan, each Right entitles the holder to
purchase from the Company a unit consisting of one one-hundredth of a share (a
"Unit") of Junior Cumulative Preferred Stock, par value $.01 per share, at a
purchase price of $200 per Unit (the "Purchase Price"), subject to adjustment.
The Rights contain provisions that are designed to protect the stockholders in
the event of certain unsolicited attempts to acquire the Company, including a
gradual accumulation of shares in the open market, a partial or two-tier tender
offer that does not treat all stockholders equally, and other takeover tactics
which the Board of Directors believes may be abusive and not in the best
interests of stockholders. Distribution of Rights will not alter the financial
strength of the Company or interfere with its business plans. The distribution
of the Rights is not dilutive, does not affect reported earnings per share, is
not taxable either to the recipient or to the Company and will not change the
way in which stockholders can currently trade shares of the Company's Common
Stock. The Rights may be redeemed by the Company at $0.01 per Right prior to
their expiration on April 27, 2004.

CERTAIN CHARTER AND BYLAW PROVISIONS

Stockholders' rights and related matters are governed by the Company's
Certificate of Incorporation and its Bylaws. Certain provisions of the
Certificate of Incorporation and Bylaws of the Company, which are summarized
below, may make it more difficult to change the composition of the Company's
Board of Directors and may delay, defer or prevent any attempt by a person or
group to obtain control of the Company.

Staggered Board of Directors. The Company's Bylaws provide that the Board
of Directors is divided into three classes of directors serving staggered terms.
Each class holds office for a three year term. The staggered terms for directors
may affect the stockholders' ability to change the composition of the Board of
Directors.

Special Meetings. Under the Company's Bylaws, special meetings of the
stockholders may be called by stockholders only upon the written request of
stockholders holding at least 25% of the total number of shares of Common Stock
then outstanding and entitled to vote.

Advance Notice of Director Nominations and New Business. The Company's
Bylaws provide that with respect to an annual meeting of stockholders, the
proposal of business to be considered by stockholders (including the nomination
of directors) may be made only (i) by or at the direction of the Board of
Directors or (ii) by a stockholder who has complied with the advance notice
procedures set forth in the Bylaws.

CERTAIN PROVISIONS OF DELAWARE LAW

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. Section 203 prevents an "interested stockholder"
(defined in Section 203, generally, as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined in Section 203) with a publicly-held Delaware
corporation for three years following the date such person became an interested
stockholder unless (i) before such person became an interested stockholder, the
board of directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved the business
combination; (ii) upon consummation of the transaction that resulted in the
interested stockholder's becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding shares held by
directors who are also officers of the corporation and certain shares held by
employee stock plans); or

36
<PAGE> 37

(iii) following the transaction in which such person became an interested
stockholder, the business combination is approved by the board of directors of
the corporation and authorized at a meeting of stockholders by the affirmative
vote of the holders of 66 2/3% of the outstanding voting stock of the
corporation not owned by the interested stockholder. This provision may have the
effect of delaying, deferring or preventing a change in control of the Company
without further action by the stockholders.

CERTAIN UNITED STATES FEDERAL TAX
CONSIDERATIONS FOR NON-UNITED STATES HOLDERS

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock applicable to Non-U.S. Holders. In general, a "Non-U.S. Holder" is any
holder other than (i) a citizen or resident of the United States, (ii) a
corporation or partnership created or organized in the United States or under
the laws of the United States or of any state, (iii) an estate, the income of
which is includable in gross income for United States federal income tax
purposes regardless of its source, or (iv) a trust if (a) a court within the
United States is able to exercise primary supervision over the administration of
the trust, and (b) one or more United States fiduciaries have the authority to
control all substantial decisions of the trust. This discussion is based on
current law and is for general information only. This discussion does not
address aspects of United States federal taxation other than income and estate
taxation and does not address all aspects of income and estate taxation, nor
does it consider any specific facts or circumstances that may apply to a
particular Non-U.S. Holder (including certain U.S. expatriates). ACCORDINGLY,
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISERS REGARDING THE
UNITED STATES FEDERAL, STATE, LOCAL AND NON-UNITED STATES INCOME AND OTHER TAX
CONSEQUENCES OF HOLDING AND DISPOSING OF SHARES OF COMMON STOCK.

An individual may, subject to certain exceptions, be deemed to be a
resident alien (as opposed to a non-resident alien) by virtue of being present
in the United States for at least 31 days in the calendar year and for an
aggregate of at least 183 days during a three year period ending in the current
calendar year (counting for such purposes all of the days present in the current
year, one-third of the days present in the immediately preceding year, and
one-sixth of the days present in the second preceding year). In addition to the
"substantial presence test" described in the immediately preceding sentence, an
alien may be treated as a resident alien if he (i) meets a lawful permanent
residence test (a so-called "green card" test) or (ii) elects to be treated as a
U.S. resident and meets the "substantial presence test" in the immediately
following year. Resident aliens are subject to U.S. federal tax as if they were
U.S. citizens.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder will be subject to United
States withholding tax at a 30% rate (or a lower rate prescribed by an
applicable tax treaty) unless the dividends are either (i) effectively connected
with a trade or business carried on by the Non-U.S. Holder within the United
States, or (ii) if certain income tax treaties apply, attributable to a
permanent establishment in the United States maintained by the Non-U.S. Holder.
Dividends effectively connected with such a United States trade or business or
attributable to such a United States permanent establishment generally will not
be subject to United States withholding tax (if the Non-U.S. Holder files
certain forms, including Internal Revenue Service Form 4224, with the payor of
the dividend) and generally will be subject to United States federal income tax
on a net income basis, in the same manner as if the Non-U.S. Holder were a
resident of the United States. A Non-U.S. Holder that is a corporation may be
subject to an additional branch profits tax at a rate of 30% (or such lower rate
as may be specified by an applicable treaty) on the repatriation from the United
States of its "effectively connected earnings and profits," subject to certain
adjustments. To determine the applicability of a tax treaty providing for a
lower rate of withholding, dividends paid to an address in a foreign country are
presumed under current Treasury regulations to be paid to a resident of that
country absent knowledge to the contrary. Proposed Treasury regulations, which
are proposed to be effective for payments made after December 31, 1997, however,
generally would require Non-U.S. Holders to file an I.R.S. Form W-8 to obtain
the benefit of any applicable tax treaty providing for a lower rate of
withholding tax on dividends. A Non-U.S.

37
<PAGE> 38

Holder that is eligible for a reduced rate of U.S. withholding tax pursuant to a
tax treaty may obtain a refund of any excess amounts withheld by filing an
appropriate claim for refund with the Internal Revenue Service.

SALE OF COMMON STOCK

In general, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain realized upon the disposition of such holder's shares of
Common Stock unless (i) the gain either is effectively connected with a trade or
business carried on by the Non-U.S. Holder within the United States or,
alternatively, if certain tax treaties apply, is attributable to a permanent
establishment in the United States maintained by the Non-U.S. Holder (and in
either case, the branch profits tax discussed above may also apply if the
Non-U.S. Holder is a corporation); (ii) the Non-U.S. Holder is an individual who
holds shares of Common Stock as a capital asset and is present in the United
States for 183 days or more in the taxable year of disposition, and either (a)
such individual has a "tax home" (as defined for United States federal income
tax purposes) in the United States (unless the gain from the disposition is
attributable to an office or other fixed place of business maintained by such
Non-U.S. Holder in a foreign country and such gain has been subject to a foreign
income tax equal to at least 10% of the gain derived from such disposition), or
(b) the gain is attributable to an office or other fixed place of business
maintained by such individual in the United States; or (iii) the Company is or
has been a United States real property holding corporation (a "USRPHC") for
United States federal income tax purposes (which the Company does not believe
that it is or is likely to become) at any time within the shorter of the five
year period preceding such disposition or such Non-U.S. Holder's holding period.
If the Company were or were to become a USRPHC at any time during this period,
gains realized upon a disposition of Common Stock by a Non-U.S. Holder which did
not directly or indirectly own more than 5% of the Common Stock during this
period generally would not be subject to United States federal income tax,
provided that the Common Stock is regularly traded on an established securities
market.

ESTATE TAX

Common Stock owned or treated as owned by an individual who is not a
citizen or resident (as defined for United States federal estate tax purposes)
of the United States at the time of death will be includable in the individual's
gross estate for United States federal estate tax purposes (unless an applicable
estate tax treaty provides otherwise), and therefore may be subject to United
States federal estate tax.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

The Company must report annually to the Internal Revenue Service and to
each Non-U.S. Holder the amount of dividends paid to, and the tax withheld with
respect to, each Non-U.S. Holder. These reporting requirements apply regardless
of whether withholding was reduced or eliminated by an applicable tax treaty.
Copies of this information also may be made available under the provisions of a
specific treaty or agreement with the tax authorities in the country in which
the Non-U.S. Holder resides or is established.

United States backup withholding tax (which generally is imposed at the
rate of 31% on certain payments to persons that fail to furnish the information
required under the United States information reporting requirements) and
information reporting requirements (other than those discussed above under
"Dividends") generally will not apply to dividends paid on Common Stock to a
Non-U.S. Holder at an address outside the United States. Backup withholding and
information reporting generally will apply, however, to dividends paid on shares
of Common Stock to a Non-U.S. Holder at an address in the United States, if such
holder fails to establish an exemption or to provide certain other information
to the payor.

The payment of proceeds from the disposition of Common Stock to or through
a United States office of a broker will be subject to information reporting and
backup withholding unless the owner, under penalties of perjury, certifies,
among other things, its status as a Non-U.S. Holder or otherwise establishes an
exemption. The payment of proceeds from the disposition of Common Stock to or
through a non-U.S. office of a non-U.S. broker generally will not be subject to
backup withholding and information reporting, except as noted below. In the case
of proceeds from a disposition of Common Stock paid to or through a non-U.S.
office of a broker that is (i) a United States person, (ii) a "controlled
foreign corporation" for United States federal income tax

38
<PAGE> 39

purposes or (iii) a foreign person 50% or more of whose gross income from
certain periods is effectively connected with a United States trade or business,
information reporting (but not backup withholding) will apply unless the broker
has documentary evidence in its files that the owner is a Non-U.S. Holder (and
the broker has no actual knowledge to the contrary). Proposed regulations state
that backup withholding will not apply to such payments unless the broker has
actual knowledge that the payee is a U.S. person.

Backup withholding is not an individual tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder will be refunded or
credited against the Non-U.S. Holder's United States federal income tax
liability, if any, provided that the required information is furnished to the
Internal Revenue Service.

39
<PAGE> 40

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
Donaldson, Lufkin & Jenrette Securities Corporation and Morgan Stanley & Co.
Incorporated are acting as representatives (the "U.S. Representatives") of each
of the Underwriters named below (the U.S. "Underwriters"). Subject to the terms
and conditions set forth in a purchase agreement (the "U.S. Purchase Agreement")
among the Company, the Selling Stockholder and the U.S. Underwriters, the
Company for its own account and the Selling Stockholder severally have agreed to
sell to the U.S. Underwriters, and each of the U.S. Underwriters severally has
agreed to purchase from the Company and the Selling Stockholder, the number of
shares of Common Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 798,334
Donaldson, Lufkin & Jenrette Securities Corporation......... 798,333
Morgan Stanley & Co. Incorporated........................... 798,333
Credit Suisse First Boston Corporation...................... 70,000
Dean Witter Reynolds Inc.................................... 70,000
Deutsche Morgan Grenfell Inc................................ 70,000
Dillon, Read & Co. Inc...................................... 70,000
A.G. Edwards & Sons, Inc.................................... 70,000
Goldman, Sachs & Co......................................... 70,000
J.P. Morgan Securities Inc.................................. 70,000
Oppenheimer & Co., Inc...................................... 70,000
PaineWebber Incorporated.................................... 70,000
Salomon Brothers Inc ....................................... 70,000
Smith Barney Inc............................................ 70,000
Toronto Dominion Securities (USA) Inc....................... 70,000
Wasserstein Perella Securities, Inc......................... 70,000
Robert W. Baird & Co. Incorporated.......................... 35,000
George K. Baum & Company.................................... 35,000
Sanford C. Bernstein & Co., Inc............................. 35,000
Dain Bosworth Incorporated.................................. 35,000
Forum Capital Markets L.P................................... 35,000
Interstate/Johnson Lane Corporation......................... 35,000
Edward D. Jones & Co., L.P.................................. 35,000
Kirkpatrick, Pettis, Smith, Polian Inc...................... 35,000
Legg Mason Wood Walker, Incorporated........................ 35,000
McDonald & Company Securities, Inc.......................... 35,000
Rauscher Pierce Refsnes, Inc................................ 35,000
The Robinson-Humphrey Company, Inc.......................... 35,000
Scott & Stringfellow, Inc................................... 35,000
---------
Total......................................... 3,760,000
=========
</TABLE>

The Company and the Selling Stockholder have also entered into an
international purchase agreement (the "International Purchase Agreement" and
together with the U.S Purchase Agreement, the "Purchase Agreements") with
certain underwriters outside the United States and Canada (the "International
Managers" and together with the U.S. Underwriters, the "Underwriters") for whom
Merrill Lynch International, Donaldson, Lufkin & Jenrette Securities Corporation
and Morgan Stanley & Co. International are acting as lead managers (the "Lead
Managers"). Subject to the terms and conditions set forth in the International
Purchase Agreement, and concurrently with the sale of 3,760,000 shares of Common
Stock to the U.S. Underwriters pursuant to the U.S. Purchase Agreement, the
Company for its own account and the Selling

40
<PAGE> 41

Stockholder severally have agreed to sell to the International Managers, and
each of the International Managers severally have agreed to purchase from the
Company and the Selling Stockholder, an aggregate of 940,000 shares of Common
Stock. The initial public offering price per share of Common Stock and the total
underwriting discount per share of Common Stock are identical under the Purchase
Agreements.

In the respective Purchase Agreements, the several U.S. Underwriters and
the several International Managers have agreed, subject to the terms and
conditions set forth therein, to purchase all of the shares of Common Stock
being sold pursuant to each such agreement if any of the shares of Common Stock
being sold pursuant to such agreement are purchased. The respective Purchase
Agreements provide that in the event of a default by a U.S. Underwriter or
International Manager, as the case may be, the commitments of non-defaulting
U.S. Underwriters or International Managers (as the case may be) may in certain
circumstances be increased. The closings with respect to the sale of shares of
Common Stock to be purchased by the U.S. Underwriters and the International
Managers are conditioned upon one another.

The U.S. Representatives have advised the Company and the Selling
Stockholder that the U.S. Underwriters propose initially to offer the shares of
Common Stock to the public at the public offering price set forth on the cover
page of this Prospectus, and to certain dealers at such price less a concession
not in excess of $.71 per share of Common Stock. The U.S. Underwriters may
allow, and such dealers may reallow, a discount not in excess of $.10 per share
of Common Stock on sales to certain other dealers. After the Offering, the
public offering price, concession and discount may be changed.

The U.S. Representatives are permitted to engage in certain transactions
that stabilize the price of the Common Stock. Such transactions consist of bids
or purchases for the purpose of pegging, fixing or maintaining the price of the
Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the Offering, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the U.S.
Representatives may reduce that short position by purchasing Common Stock in the
open market. The U.S. Representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described below.

The U.S. Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the U.S.
Representatives purchase shares of Common Stock in the open market to reduce the
Underwriters' short position or to stabilize the price of the Common Stock, they
may reclaim the amount of the selling concession from the Underwriters and
selling group members who sold those shares as part of the Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Common Stock. In addition, neither
the Company nor any of the Underwriters makes any representation that the U.S.
Representatives will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.

The Company has granted an option to the U.S. Underwriters, exercisable for
30 days after the date of this Prospectus, to purchase up to an aggregate of
540,000 additional shares of Common Stock at the public offering price set forth
on the cover page of this Prospectus, less the underwriting discount. The U.S.
Underwriters may exercise this option only to cover over-allotments, if any,
made on the sale of the Common Stock offered hereby. To the extent that the U.S.
Underwriters exercise this option, each U.S. Underwriter will be obligated,
subject to certain conditions, to purchase a number of additional shares of
Common Stock proportionate to such U.S. Underwriter's initial amount reflected
in the foregoing table. The Company also has granted an option to the
International Managers, exercisable for 30 days after the date of this
Prospectus,

41
<PAGE> 42

to purchase up to an aggregate of 135,000 additional shares of Common Stock to
cover over-allotments, if any, on terms similar to those granted to the U.S.
Underwriters.

The Company, the Selling Stockholder and certain other officers and
directors of the Company have agreed, subject to certain exceptions, not to
directly or indirectly (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of or otherwise dispose of or transfer
any shares of Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or thereafter acquired by the
person executing the agreement or with respect to which the person executing the
agreement thereafter acquires the power of disposition, or file a registration
statement under the Securities Act with respect to the foregoing or (ii) enter
into any swap or other agreement that transfers, in whole or in part, the
economic consequence of ownership of the Common Stock whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in
cash or otherwise, without the prior written consent of Merrill Lynch on behalf
of the Underwriters for a period of 90 days after the date of this Prospectus.

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Pursuant to the Intersyndicate Agreement, the
U.S. Underwriters and the International Managers are permitted to sell shares of
Common Stock to each other for purposes of resale at the initial public offering
price, less an amount not greater than the selling concession. Under the terms
of the Intersyndicate Agreement, the U.S. Underwriters and any dealer to whom
they sell shares of Common Stock will not offer to sell or sell shares of Common
Stock to persons who are non-U.S. or non-Canadian persons or to persons they
believe intend to resell to persons who are non-U.S. or non-Canadian persons,
and the International Managers and any dealer to whom they sell shares of Common
Stock will not offer to sell or sell shares of Common Stock to U.S. persons or
to Canadian persons or to persons they believe intend to resell to United States
or Canadian persons, except in the case of transactions pursuant to the
Intersyndicate Agreement which among other things permits the Underwriters to
purchase from each other and to offer for resale such number of shares as the
selling Underwriter or Underwriters and the purchasing Underwriter may agree.

The Company and the Selling Stockholder have agreed to indemnify the U.S.
Underwriters and International Managers against certain liabilities, including
liabilities under the Securities Act.

Merrill Lynch, Donaldson, Lufkin & Jenrette Securities Corporation and
Morgan Stanley & Co. Incorporated served as placement agents in connection with
the Company's senior subordinated notes offering in March 1996.

LEGAL MATTERS

The legality of the shares of Common Stock offered hereby will be passed
upon for the Company and the Selling Stockholder by King & Spalding, Atlanta,
Georgia. Certain legal matters in connection with the sale of the shares of
Common Stock offered hereby will be passed upon for the Underwriters by Fried,
Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations), New York, New York.

INDEPENDENT AUDITORS

The consolidated balance sheets of AGCO Corporation and subsidiaries as of
December 31, 1996 and 1995 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1996 and the related schedule included in this Prospectus and
incorporated by reference in this Prospectus from the Company's Current Report
on Form 8-K dated February 28, 1997 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto.

42
<PAGE> 43

The consolidated balance sheets of AGCO Corporation and subsidiaries as of
December 31, 1995 and 1994 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1995 and the related schedule incorporated by reference in
this Prospectus from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto.

The balance sheets of the Maxion Agricultural Equipment Business as of
December 31,1995 and 1994 and the related statements of operations and cash
flows for each of the three years in the period ended December 31, 1995
incorporated by reference in this Prospectus from the Company's Current Report
on Form 8-K dated June 28, 1996 have been audited by Price Waterhouse Auditores
Independentes, independent public accountants, as indicated in their report with
respect thereto.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., and at the regional offices of the Commission at 7 World Trade
Center, Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such information can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Reports and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005. The
Registration Statement may also be obtained through the Commission's Internet
address at "http://www.sec.gov".

The Company has filed with the Commission a registration statement on form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
made hereby. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which are omitted in
accordance with the rules and regulation of the Commission. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. as set forth above. For further information, reference is
hereby made to the Registration Statement, including the exhibits filed as a
part thereof or otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents filed as an exhibit are not
necessarily complete, and in each instance reference is made to such exhibit for
a more complete description and each such statement is modified in its entirety
by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:

(a) Annual Report on Form 10-K for the year ended December 31, 1995;

(b) Quarterly Report on Form 10-Q for the quarters ended March 30,
1996, June 30, 1996 and September 30, 1996;

(c) Current Reports on Form 8-K dated March 4, 1996, March 21, 1996,
June 28, 1996, November 1, 1996 and February 28, 1997;

(d) The description of Common Stock in the Company's Registration
Statement on Form 8-A filed on March 17, 1992 and any amendment filed
thereto; and

(e) The description of preferred stock purchase rights in the
Company's Registration Statement on Form 8-A filed on June 1, 1994 and any
amendment filed thereto.

43
<PAGE> 44

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares of Common Stock hereunder shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. The Company will provide a
copy of any or all of such documents (exclusive of exhibits unless such exhibits
are specifically incorporated by reference therein), without charge, to each
person to whom this Prospectus is delivered, upon written or oral request to:
AGCO Corporation, 4830 River Green Parkway, Duluth, Georgia 30136 (telephone
(770) 813-9200) Attention: Michael F. Swick, Vice President -- General Counsel.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

44
<PAGE> 45

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Arthur Andersen LLP............................... F-3
Consolidated Statements of Income -- Years Ended December
31, 1996, 1995 and 1994................................... F-4
Consolidated Balance Sheets as of December 31, 1996 and
1995...................................................... F-6
Consolidated Statements of Stockholders' Equity -- Years
Ended December 31, 1996, 1995 and 1994.................... F-8
Consolidated Statements of Cash Flows -- Years Ended
December 31, 1996, 1995 and 1994.......................... F-10
Notes to Consolidated Financial Statements.................. F-12
</TABLE>

F-1
<PAGE> 46

(This page intentionally left blank)

F-2
<PAGE> 47

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
AGCO Corporation:

We have audited the accompanying consolidated balance sheets of AGCO
CORPORATION AND SUBSIDIARIES as of December 31, 1996 and 1995 and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of AGCO Corporation and
subsidiaries as of December 31, 1996 and 1995 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
February 5, 1997

F-3
<PAGE> 48

AGCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
CONSOLIDATED
------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Net sales...................................... $2,317,486 $2,068,427 $1,319,271
Finance income................................. -- 56,621 39,741
---------- ---------- ----------
2,317,486 2,125,048 1,359,012
---------- ---------- ----------
Costs and Expenses:
Cost of goods sold............................. 1,847,166 1,627,716 1,042,930
Selling, general and administrative expenses... 215,636 203,861 129,538
Engineering expenses........................... 27,705 24,077 19,358
Interest expense, net.......................... 32,684 63,211 42,836
Other expense (income), net.................... 7,639 9,602 3,141
Nonrecurring expenses.......................... 15,027 6,000 19,500
---------- ---------- ----------
2,145,857 1,934,467 1,257,303
---------- ---------- ----------
Income before income taxes, equity in net
earnings of unconsolidated subsidiary and
affiliates and extraordinary loss.............. 171,629 190,581 101,709
Provision (benefit) for income taxes............. 59,963 65,897 (10,610)
---------- ---------- ----------
Income before equity in net earnings of
unconsolidated
subsidiary and affiliates and extraordinary
loss........................................... 111,666 124,684 112,319
Equity in net earnings of unconsolidated
subsidiary and affiliates...................... 17,724 4,458 3,215
---------- ---------- ----------
Income before extraordinary loss................. 129,390 129,142 115,534
Extraordinary loss, net of taxes................. (3,503) -- --
---------- ---------- ----------
Net income....................................... 125,887 129,142 115,534
Preferred stock dividends...................... -- 2,012 5,421
---------- ---------- ----------
Net income available for common stockholders..... $ 125,887 $ 127,130 $ 110,113
========== ========== ==========
Net income per common share:
Primary:
Income before extraordinary loss............ $ 2.34 $ 2.76 $ 3.07
Extraordinary loss.......................... (0.06) -- --
---------- ---------- ----------
Net income.................................. $ 2.28 $ 2.76 $ 3.07
========== ========== ==========
Fully diluted:
Income before extraordinary loss............ $ 2.26 $ 2.30 $ 2.35
Extraordinary loss.......................... (0.06) -- --
---------- ---------- ----------
Net income.................................. $ 2.20 $ 2.30 $ 2.35
========== ========== ==========
Weighted average number of common and common
equivalent shares outstanding:
Primary........................................ 55,186 46,126 35,920
========== ========== ==========
Fully diluted.................................. 57,441 56,684 49,170
========== ========== ==========
</TABLE>

F-4
<PAGE> 49

AGCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
EQUIPMENT OPERATIONS FINANCE COMPANY
------------------------------------ ----------------------------------------
YEAR ENDED DECEMBER 31, FOR THE PERIOD FROM
------------------------------------ YEAR ENDED FEBRUARY 11, 1994
1996 1995 1994 DECEMBER 31, 1995 TO DECEMBER 31, 1994
---------- ---------- ---------- ----------------- --------------------
<S> <C> <C> <C> <C> <C>
$2,317,486 $2,068,427 $1,319,271 $ -- $ --
-- -- -- 56,621 39,741
---------- ---------- ---------- ------- -------
2,317,486 2,068,427 1,319,271 56,621 39,741
---------- ---------- ---------- ------- -------
1,847,166 1,627,716 1,042,930 -- --
215,636 190,025 117,683 13,836 11,855
27,705 24,077 19,358 -- --
32,684 31,490 24,104 31,721 18,732
7,639 9,654 1,978 (52) 1,163
15,027 6,000 19,500 -- --
---------- ---------- ---------- ------- -------
2,145,857 1,888,962 1,225,553 45,505 31,750
---------- ---------- ---------- ------- -------
171,629 179,465 93,718 11,116 7,991
59,963 61,563 (13,733) 4,334 3,123
---------- ---------- ---------- ------- -------
111,666 117,902 107,451 6,782 4,868
17,724 11,240 8,083 -- --
---------- ---------- ---------- ------- -------
129,390 129,142 115,534 6,782 4,868
(3,503) -- -- -- --
---------- ---------- ---------- ------- -------
125,887 129,142 115,534 6,782 4,868
-- 2,012 5,421 -- --
---------- ---------- ---------- ------- -------
$ 125,887 $ 127,130 $ 110,113 $ 6,782 $ 4,868
========== ========== ========== ======= =======

</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 50

AGCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
CONSOLIDATED
-------------------------------
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 41,707 $ 27,858
Accounts and notes receivable, net of allowances.......... 856,985 785,801
Receivables from unconsolidated subsidiary and
affiliates............................................. 12,486 4,029
Credit receivables, net................................... -- 185,401
Inventories, net.......................................... 473,844 360,969
Other current assets...................................... 81,440 60,442
---------- ----------
Total current assets.............................. 1,466,462 1,424,500
Noncurrent credit receivables, net.......................... -- 397,177
Property, plant and equipment, net.......................... 292,437 146,521
Investments in unconsolidated subsidiary and affiliates..... 80,501 45,963
Other assets................................................ 71,488 44,510
Intangible assets, net...................................... 205,643 104,244
---------- ----------
Total assets...................................... $2,116,531 $2,162,915
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt......................... $ -- $ 361,376
Accounts payable.......................................... 361,512 325,701
Payables to unconsolidated subsidiary and affiliates...... 14,567 4,837
Accrued expenses.......................................... 316,958 233,848
Other current liabilities................................. 22,951 13,217
---------- ----------
Total current liabilities......................... 715,988 938,979
---------- ----------
Long-term debt.............................................. 567,055 531,336
Convertible subordinated debentures......................... -- 37,558
Postretirement health care benefits......................... 24,445 23,561
Other noncurrent liabilities................................ 34,378 42,553
---------- ----------
Total liabilities................................. 1,341,866 1,573,987
Commitments and Contingencies (Note 14)
Stockholders' Equity:
Common stock; $0.01 par value, 150,000,000 shares
authorized, 57,260,151 and 50,557,040 shares issued
and outstanding in 1996 and 1995, respectively........ 573 506
Additional paid-in capital............................. 360,119 307,189
Retained earnings...................................... 411,422 287,706
Unearned compensation.................................. (17,779) (22,587)
Additional minimum pension liability................... -- (2,619)
Cumulative translation adjustment...................... 20,330 18,733
---------- ----------
Total stockholders' equity........................ 774,665 588,928
---------- ----------
Total liabilities and stockholders' equity........ $2,116,531 $2,162,915
========== ==========
</TABLE>

F-6
<PAGE> 51

AGCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
EQUIPMENT OPERATIONS FINANCE COMPANY
------------------------------- ----------------
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1995
------------ ------------ ----------------
<S> <C> <C> <C>

$ 41,707 $ 20,023 $ 7,835
856,985 785,801 --
12,486 4,029 4,686
-- -- 185,401
473,844 360,969 --
81,440 56,950 3,492
---------- ---------- --------
1,466,462 1,227,772 201,414
-- -- 397,177
292,437 146,172 349
80,501 105,913 --
71,488 44,510 --
205,643 104,244 --
---------- ---------- --------
$2,116,531 $1,628,611 $598,940
========== ========== ========

$ -- $ -- $361,376
361,512 319,711 5,990
14,567 9,523 --
316,958 223,839 10,009
22,951 13,217 --
---------- ---------- --------
715,988 566,290 377,375
---------- ---------- --------
567,055 378,336 153,000
-- 37,558 --
24,445 23,561 --
34,378 33,938 8,615
---------- ---------- --------
1,341,866 1,039,683 538,990

573 506 1
360,119 307,189 48,834
411,422 287,706 11,150
(17,779) (22,587) --
-- (2,619) --
20,330 18,733 (35)
---------- ---------- --------
774,665 588,928 59,950
---------- ---------- --------
$2,116,531 $1,628,611 $598,940
========== ========== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-7
<PAGE> 52

AGCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<S> <C>
Balance, December 31, 1993..................................
Net income................................................
Issuance of common stock, net of offering expenses........
Issuance of restricted stock..............................
Three-for-two common stock split..........................
Conversions of preferred stock into common stock..........
Stock options granted.....................................
Stock options exercised...................................
Common stock dividends....................................
Preferred stock dividends.................................
Amortization of unearned compensation.....................
Additional minimum pension liability......................
Change in cumulative translation adjustment...............
Balance, December 31, 1994..................................
Net income................................................
Issuance of restricted stock..............................
Two-for-one common stock split............................
Conversions of subordinated debentures into common
stock..................................................
Conversions of preferred stock into subordinated
debentures.............................................
Conversions of preferred stock into common stock..........
Stock options exercised...................................
Common stock dividends....................................
Preferred stock dividends.................................
Amortization of unearned compensation.....................
Additional minimum pension liability......................
Change in cumulative translation adjustment...............
Balance, December 31, 1995..................................
Net income................................................
Issuance of restricted stock..............................
Conversions of subordinated debentures into common
stock..................................................
Stock options exercised...................................
Common stock dividends....................................
Amortization of unearned compensation.....................
Additional minimum pension liability......................
Change in cumulative translation adjustment...............
Balance, December 31, 1996..................................
</TABLE>

F-8
<PAGE> 53

AGCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY -- (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
ADDITIONAL
PREFERRED STOCK COMMON STOCK ADDITIONAL MINIMUM CUMULATIVE
--------------- ------------ PAID-IN RETAINED UNEARNED PENSION TRANSLATION
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS COMPENSATION LIABILITY ADJUSTMENT TOTAL
--------- ------ ---------- ------ ---------- -------- ------------ ---------- ----------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 368,000 $ 4 8,989,779 $ 90 $160,447 $ 51,837 $ (292) $ (155) $ 298 $212,229
-- -- -- -- -- 115,534 -- -- -- 115,534
-- -- 4,237,500 42 151,562 -- -- -- -- 151,604
-- -- 243,000 3 11,542 -- (11,545) -- -- --
-- -- 7,227,398 72 (72) -- -- -- -- --
(66,442) (1) 876,641 9 (8) -- -- -- -- --
-- -- -- -- 352 -- (352) -- -- --
-- -- 115,291 1 741 -- -- -- -- 742
-- -- -- -- -- (467) -- -- -- (467)
-- -- -- -- -- (5,421) -- -- -- (5,421)
-- -- -- -- -- -- 1,595 -- -- 1,595
-- -- -- -- -- -- -- (183) -- (183)
-- -- -- -- -- -- -- -- 1,033 1,033
--------- ---- ---------- ---- -------- -------- -------- ------- ------- --------
301,558 3 21,689,609 217 324,564 161,483 (10,594) (338) 1,331 476,666
-- -- -- -- -- 129,142 -- -- -- 129,142
-- -- 454,000 5 19,165 -- (19,170) -- -- --
-- -- 25,278,520 253 (253) -- -- -- -- --
-- -- 2,315,661 23 29,267 -- -- -- -- 29,290
(267,453) (3) -- -- (66,845) -- -- -- -- (66,848)
(34,105) -- 673,094 7 (7) -- -- -- -- --
-- -- 146,156 1 1,298 -- -- -- -- 1,299
-- -- -- -- -- (907) -- -- -- (907)
-- -- -- -- -- (2,012) -- -- -- (2,012)
-- -- -- -- -- -- 7,177 -- -- 7,177
-- -- -- -- -- -- -- (2,281) -- (2,281)
-- -- -- -- -- -- -- -- 17,402 17,402
--------- ---- ---------- ---- -------- -------- -------- ------- ------- --------
-- -- 50,557,040 506 307,189 287,706 (22,587) (2,619) 18,733 588,928
-- -- -- -- -- 125,887 -- -- -- 125,887
-- -- 474,500 5 13,690 -- (13,695) -- -- --
-- -- 5,916,319 59 37,499 -- -- -- -- 37,558
-- -- 312,292 3 1,741 -- -- -- -- 1,744
-- -- -- -- -- (2,171) -- -- -- (2,171)
-- -- -- -- -- -- 18,503 -- -- 18,503
-- -- -- -- -- -- -- 2,619 -- 2,619
-- -- -- -- -- -- -- -- 1,597 1,597
--------- ---- ---------- ---- -------- -------- -------- ------- ------- --------
-- $ -- 57,260,151 $573 $360,119 $411,422 $(17,779) $ -- $20,330 $774,665
========= ==== ========== ==== ======== ======== ======== ======= ======= ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-9
<PAGE> 54

AGCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
CONSOLIDATED
-------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------
1996 1995 1994
--------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.............................................. $ 125,887 $ 129,142 $ 115,534
--------- ----------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Extraordinary loss, net of taxes..................... 3,503 -- --
Gain on sale of Agricredit........................... (4,745) -- --
Depreciation and amortization........................ 29,199 24,288 15,713
Equity in net earnings of unconsolidated subsidiary
and affiliates, net of cash received............... (17,724) (4,458) (3,031)
Deferred income tax provision (benefit).............. 20,097 32,915 (40,958)
Amortization of intangibles.......................... 5,761 4,007 2,044
Amortization of unearned compensation................ 18,503 7,177 1,595
Provision for losses on credit receivables........... -- 4,279 4,691
Changes in operating assets and liabilities, net of
effects from purchase of businesses:
Accounts and notes receivable, net................. 3,743 (131,341) (84,458)
Inventories, net................................... (22,646) (32,273) 30,683
Other current and noncurrent assets................ (14,099) 2,794 247
Accounts payable................................... (9,384) 8,076 32,498
Accrued expenses................................... 54,306 16,624 19,039
Other current and noncurrent liabilities........... 14,259 5,898 2,767
--------- ----------- -----------
Total adjustments............................... 80,773 (62,014) (19,170)
--------- ----------- -----------
Net cash provided by operating activities....... 206,660 67,128 96,364
--------- ----------- -----------
Cash flows from investing activities:
Purchase of businesses, net of cash acquired............ (347,075) (27,044) (324,249)
Purchase of property, plant and equipment............... (45,180) (45,259) (20,661)
Credit receivables originated........................... -- (393,510) (327,636)
Principal collected on credit receivables............... -- 286,009 224,289
Proceeds from disposition of (investments in)
unconsolidated subsidiary and affiliates............. 45,216 1,070 --
--------- ----------- -----------
Net cash used for investing activities.......... (347,039) (178,734) (448,257)
--------- ----------- -----------
Cash flows from financing activities:
Proceeds from long-term debt............................ 977,737 1,467,499 1,619,507
Payment on long-term debt............................... (803,196) (1,352,620) (1,367,368)
Payment of debt issuance costs.......................... (12,473) -- --
Proceeds from issuance of common stock.................. 1,744 1,299 133,721
Dividends received (paid) from finance company.......... -- -- --
Dividends paid on common stock.......................... (2,171) (907) (467)
Dividends paid on preferred stock....................... -- (2,420) (5,511)
(Payments) proceeds on short-term borrowings from
unconsolidated subsidiary............................ -- -- (3,440)
--------- ----------- -----------
Net cash provided by financing activities....... 161,641 112,851 376,442
--------- ----------- -----------
Effect of exchange rate changes on cash and cash
equivalents.......................................... 422 787 1,063
Increase (decrease) in cash and cash equivalents........ 21,684 2,032 25,612
Cash and cash equivalents, beginning of period.......... 20,023 25,826 214
--------- ----------- -----------
Cash and cash equivalents, end of period................ $ 41,707 $ 27,858 $ 25,826
========= =========== ===========
</TABLE>

F-10
<PAGE> 55

AGCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
EQUIPMENT OPERATIONS FINANCE COMPANY
----------------------------------------- ----------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED FOR THE PERIOD FROM
----------------------------------------- DECEMBER 31, FEBRUARY 11, 1994
1996 1995 1994 1995 TO DECEMBER 31, 1994
--------- --------- --------- ----------------- --------------------
<S> <C> <C> <C> <C> <C>
$ 125,887 $ 129,142 $ 115,534 $ 6,782 $ 4,868
--------- --------- --------- ---------- ---------
3,503 -- -- -- --
(4,745) -- -- -- --
29,199 24,166 15,659 122 54
(17,724) (11,240) (7,899) -- --
20,097 33,920 (38,961) (1,005) (1,997)
5,761 4,007 2,044 -- --
18,503 7,177 1,595 -- --
-- -- -- 4,279 4,691
3,743 (144,469) (92,063) -- --
(22,646) (32,273) 30,683 -- --
(14,099) 3,048 306 (254) (59)
(9,384) 32,812 30,711 (11,608) 9,392
54,306 14,349 17,108 2,275 1,931
14,259 5,162 1,862 736 905
--------- --------- --------- ---------- ---------
80,773 (63,341) (38,955) (5,455) 14,917
--------- --------- --------- ---------- ---------
206,660 65,801 76,579 1,327 19,785
--------- --------- --------- ---------- ---------
(347,075) (27,044) (311,448) -- --
(45,180 (45,161) (20,525) (98) (136)
-- -- -- (393,510) (327,636)
-- -- -- 286,009 224,289
45,216 1,070 (23,226) -- --
--------- --------- --------- ---------- ---------
(347,039) (71,135) (355,199) (107,599) (103,483)
--------- --------- --------- ---------- ---------
977,737 366,143 790,007 1,101,356 829,500
(803,196) (354,640) (593,468) (997,980) (773,900)
(12,473) -- -- -- --
1,744 1,299 133,721 -- --
-- 500 -- (500) --
(2,171) (907) (467) -- --
-- (2,420) (5,511) -- --
-- (7,249) (25,095) 7,249 21,655
--------- --------- --------- ---------- ---------
161,641 2,726 299,187 110,125 77,255
--------- --------- --------- ---------- ---------
422 787 1,063 -- --
21,684 (1,821) 21,630 3,853 (6,443)
20,023 21,844 214 3,982 10,425
--------- --------- --------- ---------- ---------
$ 41,707 $ 20,023 $ 21,844 $ 7,835 $ 3,982
========= ========= ========= ========== =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-11
<PAGE> 56

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

AGCO Corporation (the "Company") is a leading manufacturer and distributor
of agricultural equipment throughout the world. The Company sells a full range
of agricultural equipment and related replacement parts, including tractors,
combines, hay tools and forage equipment and implements. The Company's products
are widely recognized in the agricultural equipment industry and are marketed
under the following brand names: Massey Ferguson, AGCO Allis, GLEANER, Hesston,
White, SAME, White-New Idea, Black Machine, AGCOSTAR, Landini, Tye, Farmhand,
Glencoe, Maxion, IDEAL, Western Combine, PMI, Deutz and Fendt. The Company
distributes its products through a combination of over 7,500 independent
dealers, wholly-owned distribution companies, associates and licensees. In
addition, the Company provides retail financing in North America, the United
Kingdom, France and Germany through its finance joint ventures with Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland" ("Rabobank").

Basis of Presentation

Effective November 1, 1996, the Company sold a 51% interest in Agricredit
Acceptance Company ("Agricredit"), the Company's wholly-owned retail finance
subsidiary in North America (Note 2). Accordingly, the Company's consolidated
financial statements as of and for the year ended December 31, 1996 reflect
Agricredit on the equity method of accounting for the entire period presented.
As of and for the year ended December 31, 1995 and for the period after February
11, 1994, the date the Company acquired the remaining 50% interest in Agricredit
(Note 2), the consolidated financial statements reflect Agricredit on a
consolidated basis with the Company's other majority-owned subsidiaries.

The consolidated financial statements include, on a separate, supplemental
basis, the Company's Equipment Operations, and for 1995 and for the period from
February 11, 1994 to December 31, 1994, its Finance Company. "Equipment
Operations" reflect the consolidation of all operations of the Company and its
majority-owned subsidiaries with the exception of Agricredit, which is included
using the equity method of accounting. For the year ended December 31, 1995 and
for the period from February 11, 1994 to December 31, 1994, the results of
operations of Agricredit are included under the caption "Finance Company." All
significant intercompany transactions for the year ended December 31, 1995 and
for the period from February 11, 1994 to December 31, 1994, including activity
within and between the Equipment Operations and Finance Company, have been
eliminated to arrive at the "Consolidated" financial statements. Certain prior
period amounts have been reclassified to conform with the current period
presentation.

Revenue Recognition

Sales of equipment and replacement parts are recorded by the Company when
shipped to independent dealers, distributors or other customers. Provisions for
sales incentives and returns and allowances are made at the time of sale to the
dealer for existing incentive programs or at the inception of new incentive
programs. Provisions are revised in the event of subsequent modification to the
incentive programs. In certain markets, particularly in North America, there is
a time lag, which varies based on the timing and level of retail demand, between
the date the Company records a sale and when the dealer sells the equipment to a
retail customer.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries are
translated into United States currency in accordance with Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translation." Assets and
liabilities are translated to United States dollars at period-end exchange
rates. Income and expense items are translated at average rates of exchange
prevailing during the period. Translation adjustments are

F-12
<PAGE> 57

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

accumulated as a separate component of stockholders' equity. Gains and losses
which result from foreign currency transactions are included in the accompanying
consolidated statements of income. For subsidiaries operating in highly
inflationary economies, financial statements are remeasured into the United
States dollar with adjustments resulting from the translation of monetary assets
and liabilities reflected in the accompanying consolidated statements of income.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The estimates made by management primarily relate to receivable and
inventory allowances and certain accrued liabilities, principally relating to
reserves for volume discounts and sales incentives, warranty and insurance.

Transactions with Affiliates

The Company enters into transactions with certain affiliates relating
primarily to the purchase and sale of inventory. All transactions were in the
ordinary course of business and are not considered material to the financial
statements.

Cash and Cash Equivalents

The Company considers all investments with an original maturity of three
months or less to be cash equivalents.

Accounts and Notes Receivable

Accounts and notes receivable arise from the sale of parts and finished
goods inventory to independent dealers, distributors or other customers. Terms
vary by market, generally ranging from 30 day terms to requiring payment when
the equipment is sold to retail customers. Interest is charged on the balance
outstanding after certain interest-free periods, which generally range from 1 to
12 months.

Accounts and notes receivable are shown net of allowances for sales
incentive discounts available to dealers and for doubtful accounts. Accounts and
notes receivable allowances at December 31, 1996 and 1995 were as follows (in
thousands):

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Sales incentive discounts................................... $45,809 $39,433
Doubtful accounts........................................... 30,017 23,114
------- -------
$75,826 $62,547
======= =======
</TABLE>

Inventories

Inventories consist primarily of tractors, combines, implements, hay and
forage equipment and service parts and are valued at the lower of cost or
market. Cost is determined on a first-in, first-out basis. Market is net
realizable value for finished goods and repair and replacement parts. For work
in process, production parts and raw materials, market is replacement cost.

F-13
<PAGE> 58

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Inventory balances at December 31, 1996 and 1995 were as follows (in
thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Finished goods.............................................. $171,105 $121,034
Repair and replacement parts................................ 222,601 196,863
Work in process, production parts and raw materials......... 134,734 84,505
-------- --------
Gross inventories........................................... 528,440 402,402
Allowance for surplus and obsolete inventories.............. (54,596) (41,433)
-------- --------
Inventories, net............................................ $473,844 $360,969
======== ========
</TABLE>

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated
depreciation and amortization. Depreciation is provided on a straight-line basis
over the estimated useful lives of 10 to 40 years for buildings and
improvements, 3 to 15 years for machinery and equipment, and 3 to 10 years for
furniture and fixtures. Expenditures for maintenance and repairs are charged to
expense as incurred.

The property, plant and equipment balances at December 31, 1996 and 1995
were as follows (in thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Land........................................................ $ 32,537 $ 13,260
Buildings and improvements.................................. 93,203 42,877
Machinery and equipment..................................... 206,098 110,726
Furniture and fixtures...................................... 31,218 23,572
-------- --------
Gross property, plant and equipment......................... 363,056 190,435
Accumulated depreciation and amortization................... (70,619) (43,914)
-------- --------
Property, plant and equipment, net.......................... $292,437 $146,521
======== ========
</TABLE>

Intangible Assets

Intangible assets at December 31, 1996 and 1995 consisted of the following
(in thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Excess of cost over net assets acquired..................... $162,485 $ 52,001
Trademarks.................................................. 66,042 70,000
Other....................................................... 5,232 4,598
Accumulated amortization.................................... (20,835) (12,750)
-------- --------
212,924 113,849
-------- --------
Excess of net assets acquired over cost..................... (23,235) (23,235)
Accumulated amortization.................................... 15,954 13,630
-------- --------
(7,281) (9,605)
-------- --------
Intangible assets, net...................................... $205,643 $104,244
======== ========
</TABLE>

The excess of cost over net assets acquired ("goodwill") is being amortized
to income on a straight-line basis over periods ranging from 10 to 40 years. The
Company also assigned values to certain trademarks which were acquired in
connection with the Massey Acquisition (Note 2). The trademarks are being
amortized to income on a straight-line basis over 40 years. The excess of net
assets acquired over cost is being amortized on a straight-line basis over 10
years and has been reflected along with the related accumulated amortization as
a

F-14
<PAGE> 59

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

reduction to intangible assets. The net amortization expense, included in other
expense, net in the accompanying consolidated statements of income was
$5,761,000, $4,007,000 and $2,044,000 for the years ended December 31, 1996,
1995 and 1994, respectively.

The Company periodically reviews the carrying values assigned to goodwill
and other intangible assets based upon expectations of future cash flows and
operating income generated by the underlying tangible assets.

Accrued Expenses

Accrued expenses at December 31, 1996 and 1995 consisted of the following
(in thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Reserve for volume discounts and sales incentives........... $ 69,099 $ 62,557
Warranty reserves........................................... 47,147 39,883
Accrued employee compensation and benefits.................. 46,985 28,940
Accrued taxes............................................... 51,484 23,041
Other....................................................... 102,243 79,427
-------- --------
$316,958 $233,848
======== ========
</TABLE>

Warranty Reserves

The Company's agricultural equipment products are generally under warranty
against defects in material and workmanship for a period of one to four years.
The Company provides for future warranty costs based upon the relationship of
sales in prior periods to actual warranty costs.

Insurance Reserves

Under the Company's insurance programs, coverage is obtained for
significant liability limits as well as those risks required to be insured by
law or contract. It is the policy of the Company to self-insure a portion of
certain expected losses related primarily to workers' compensation and
comprehensive general, product and vehicle liability. Provisions for losses
expected under these programs are recorded based on the Company's estimates of
the aggregate liabilities for the claims incurred.

Extraordinary Loss

In March 1996, as part of the refinancing of the Company's $550,000,000
secured revolving credit facility with a five-year $650,000,000 unsecured
revolving credit facility (Note 7), the Company recorded an extraordinary loss
of $3,503,000, net of taxes of $2,239,000, for the write-off of unamortized debt
costs related to the $550,000,000 revolving credit facility.

Net Income Per Common Share

Primary net income per common share is computed by dividing net income
available for common stockholders (net income less preferred stock dividend
requirements) by the weighted average number of common and common equivalent
shares outstanding during each period. Common equivalent shares include shares
issuable upon the assumed exercise of outstanding stock options (Note 13). Fully
diluted net income per common share assumes (i) conversion of the Convertible
Subordinated Debentures (Note 8) into common stock after the Exchange (Note 8)
and the elimination of interest expense related to the Convertible Subordinated
Debentures, net of applicable income taxes and (ii) conversion of the Preferred
Stock

F-15
<PAGE> 60

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(Note 11) into common stock and the elimination of the preferred stock dividend
requirements prior to the Exchange.

All references in the financial statements and the accompanying notes to
the financial statements to the weighted average number of common shares
outstanding and net income per common share have been restated to reflect all
stock splits (Note 12).

Financial Instruments

The carrying amounts reported in the Company's consolidated balance sheets
for cash and cash equivalents, accounts and notes receivable, receivables from
unconsolidated subsidiary and affiliates, accounts payable and payables to
unconsolidated subsidiary and affiliates approximate fair value due to the
immediate or short-term maturity of these financial instruments. The carrying
amount of long-term debt under the Company's revolving credit facility (Note 7)
approximates fair value based on the borrowing rates currently available to the
Company for loans with similar terms and average maturities. At December 31,
1996, the estimated fair value of the Company's 8 1/2% Senior Subordinated Notes
(Note 7), based on its listed market value, was $252,600,000 compared to the
carrying value of $247,957,000.

The Company enters into foreign exchange forward contracts to hedge the
foreign currency exposure of certain receivables, payables and expected
purchases and sales. These contracts are for periods consistent with the
exposure being hedged and generally have maturities of one year or less. Gains
and losses on foreign exchange forward contracts are deferred and recognized in
income in the same period as the hedged transaction. The Company's foreign
exchange forward contracts do not subject the Company's results of operations to
risk due to exchange rate fluctuations because gains and losses on these
contracts generally offset gains and losses on the exposure being hedged. The
Company does not enter into any foreign exchange forward contracts for
speculative trading purposes. At December 31, 1996 and 1995, the Company had
foreign exchange forward contracts with notional amounts of $218,127,000 and
$179,072,000, respectively. The deferred gains or losses from these contracts
were not material at December 31, 1996 and 1995.

The notional amounts of foreign exchange forward contracts do not represent
amounts exchanged by the parties and therefore, are not a measure of the
Company's risk. The amounts exchanged are calculated on the basis of the
notional amounts and other terms of the foreign exchange hedging contracts. The
credit and market risk under these contracts are not considered to be
significant since the Company deals with counterparties that have high credit
ratings.

Accounting Changes

In October 1995, the Financial Accounting Standards Board issued Statement
No. 123, "Accounting for Stock-Based Compensation", which requires companies to
estimate the value of all stock-based compensation using a recognized pricing
model. The Company has adopted the disclosure requirements of this statement and
has chosen to continue to apply the accounting provisions of Accounting
Principles Board Opinion No. 25 to stock-based employee compensation
arrangements as allowed by Statement No. 123 (Note 13). As a result, the
adoption of this new standard did not have an effect on the Company's financial
position or results of operations for the year ended December 31, 1996.

Effective January 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," which established
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles and goodwill related to those assets to be held and
used, as well as for long-lived assets and certain identifiable intangibles to
be disposed. The adoption of this standard did not have a material effect on the
Company's financial position.

F-16
<PAGE> 61

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. ACQUISITIONS AND DISPOSITIONS

On December 27, 1996, the Company acquired the operations of Deutz
Argentina S.A. ("Deutz Argentina") for approximately $62,500,000 (the "Deutz
Argentina Acquisition"). The purchase price was financed primarily by borrowings
under the Company's $650,000,000 revolving credit facility (the "March 1996
Credit Facility" -- Note 7). The acquired assets and assumed liabilities
consisted primarily of accounts receivable, inventories, property, plant and
equipment (including three manufacturing and assembly facilities), accounts
payable and accrued liabilities. Deutz Argentina is a manufacturer and
distributor of a broad range of agricultural equipment, engines and light trucks
in Argentina and other South American markets.

Effective November 1, 1996, the Company entered into an agreement with De
Lage Landen International, B.V., a wholly-owned subsidiary of Rabobank, to be
its joint venture partner in Agricredit, the Company's wholly-owned retail
finance subsidiary in North America (the "Agricredit Joint Venture"). As a
result of the agreement, the Company sold a 51% interest in Agricredit to
Rabobank. The Company received total consideration of approximately $44,300,000
in the transaction and recorded a gain, before taxes, of approximately
$4,745,000. Under the Agricredit Joint Venture, Rabobank has a 51% interest in
Agricredit and the Company retained a 49% interest in the finance company.
Substantially all of the net assets of Agricredit were transferred to the
Agricredit Joint Venture. Proceeds from the transaction were used to repay
outstanding borrowings under the Company's March 1996 Credit Facility.

Effective July 8, 1996, the Company acquired certain assets of Western
Combine Corporation and Portage Manufacturing, Inc., the Company's suppliers of
Massey Ferguson combines and certain other harvesting equipment sold in North
America (the "Western Combine Acquisition"). The acquired assets consisted
primarily of inventories, manufacturing equipment and technology. The purchase
price of approximately $19,443,000 was financed primarily by borrowings under
the Company's March 1996 Credit Facility.

Effective June 28, 1996, the Company acquired certain assets and
liabilities of the agricultural and industrial equipment business of
Iochpe-Maxion S.A. (the "Maxion Agricultural Equipment Business") for
approximately $260,000,000 (the "Maxion Acquisition"). The purchase price, which
is subject to adjustment, was financed primarily by borrowings under the
Company's March 1996 Credit Facility. The acquired assets and assumed
liabilities consisted primarily of accounts receivable, inventories, property,
plant and equipment (including two manufacturing facilities), accounts payable
and accrued liabilities. Prior to the acquisition, the Maxion Agricultural
Equipment Business was AGCO's Massey Ferguson licensee in Brazil, manufacturing
and distributing agricultural and industrial equipment in Brazil and other South
American markets.

Effective March 31, 1995, the Company acquired substantially all the net
assets of AgEquipment Group, a manufacturer and distributor of agricultural
implements and tillage equipment (the "AgEquipment Acquisition"). The acquired
assets and assumed liabilities consisted primarily of dealer accounts
receivable, inventories, machinery and equipment, trademarks and trade names,
accounts payable and accrued liabilities. The purchase price was approximately
$25,100,000 and was financed through borrowings under the Company's $550,000,000
revolving credit facility (the "June 1994 Credit Facility" -- Note 7).

On June 29, 1994, the Company acquired from Varity Corporation ("Varity")
the outstanding stock of Massey Ferguson Group Limited, certain assets of MF
GmbH, a German operating subsidiary, the Massey Ferguson trademarks and certain
other related assets for aggregate consideration consisting of $310,000,000 in
cash and 500,000 shares of common stock of the Company (the "Massey
Acquisition"). The acquired assets and assumed liabilities consisted primarily
of accounts receivable, inventories, property, plant and equipment (including
two manufacturing facilities), trademarks, stock in associated companies,
accounts payable and accrued liabilities. The total purchase price was
approximately $328,625,000. The cash portion of the purchase price for the
Massey Acquisition and the related transaction costs were financed through the
public offering of 3,737,500 shares of common stock at $37.50 per share
resulting in proceeds of $132,980,000, net of underwriters' discount and
offering expenses (the "1994 Offering"), and incremental borrowings of

F-17
<PAGE> 62

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$177,020,000 under the June 1994 Credit Facility. The 1994 Offering and the
execution of the June 1994 Credit Facility were completed concurrently with the
Massey Acquisition.

Effective February 10, 1994, the Company acquired the remaining 50%
interest in Agricredit from Varity. Prior to that date, the Company owned a 50%
interest in Agricredit through a joint venture with Varity which was accounted
for using the equity method of accounting since the original date of investment
in 1993. The acquired assets and assumed liabilities consisted primarily of
credit receivables, accounts payable, accrued liabilities and borrowings under a
revolving credit agreement. The purchase price for the remaining 50% interest
was $23,226,000 and was financed through borrowings under the Company's
revolving credit facility in place at that time.

The above acquisitions were accounted for as purchases in accordance with
Accounting Principles Board Opinion No. 16, and accordingly, each purchase price
has been allocated to the assets acquired and the liabilities assumed based on
the estimated fair values as of the acquisition dates. The purchase price
allocations for the Maxion and the Deutz Argentina Acquisitions are preliminary
and subject to adjustment. In 1995, the purchase price allocation for the Massey
Acquisition was completed, with the exception of the recognition of acquired
deferred income tax assets. The total purchase price allocation for the Massey
Acquisition, excluding the recognition of deferred income tax assets, resulted
in an increase in goodwill of $6,733,000. In addition, the Company has
recognized $79,753,000 of deferred income tax assets resulting in a decrease in
goodwill and values assigned to certain trademarks acquired in the Massey
Acquisition. These adjustments were a result of the completion of certain asset
and liability valuations related primarily to property, plant and equipment and
certain allowance and reserve accounts. The purchase price allocations for the
Maxion and Deutz Argentina Acquisitions will be completed in 1997. The results
of operations for these acquisitions are included in the Company's consolidated
financial statements as of and from the respective dates of acquisition. The
Deutz Argentina Acquisition had no effect on the Company's results of operations
for the year ended December 31, 1996.

The following unaudited pro forma data summarizes the results of operations
for the year ended December 31, 1996 and 1995 as if the Maxion Acquisition and
the Agricredit Joint Venture, including the related financings, had occurred at
the beginning of 1995. The unaudited pro forma information has been prepared for
comparative purposes only and does not purport to represent what the results of
operations of the Company would actually have been had the transactions occurred
on the dates indicated or what the results of operations may be in any future
period.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1995
---------- ----------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net sales................................................... $2,410,621 $2,316,019
Net income.................................................. 86,109 35,131
Net income per common share -- fully diluted (1)............ $ 1.51 $ 0.64
</TABLE>

- ---------------

(1) Net income per common share-fully diluted for the year ended December 31,
1996 excludes an extraordinary loss, net of taxes, of $3,503,000, or $0.06
per share on a fully diluted basis.

3. CHARGES FOR NONRECURRING EXPENSES

The results of operations for 1996 included a charge for nonrecurring
expenses of $15,027,000, or $0.17 per common share on a fully diluted basis.
This nonrecurring charge related to the further restructuring of the Company's
European operations, acquired in the Massey Acquisition (Note 2) in June 1994,
and the integration and restructuring of the Company's Brazilian operations,
acquired in the Maxion Acquisition (Note 2) in June 1996.

F-18
<PAGE> 63

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The nonrecurring charge for the further restructuring of the Company's
European operations included costs associated with the centralization of certain
parts warehousing, administrative, sales and marketing functions. The
$10,357,000 nonrecurring charge recorded through December 31, 1996 included
$6,385,000 for employee related costs consisting primarily of severance costs
and $3,972,000 for other nonrecurring costs. Of the total $10,357,000 charge,
$6,702,000 has been incurred at December 31, 1996. The remaining accrual of
$3,655,000 primarily consists of employee severance costs which relate to the
planned reduction of 118 employees, of which 96 employees have been terminated
at December 31, 1996.

The nonrecurring charge for the integration and restructuring of the
Company's Brazilian operations included costs associated with the
rationalization of manufacturing, sales, and administrative functions. The
$4,670,000 recorded through December 31, 1996 included $2,656,000 for employee
related costs, including severance costs, and $2,014,000 for other nonrecurring
costs. Included in the $2,656,000 of employee related costs was $1,315,000 of
payroll costs incurred through December 31, 1996 for personnel that have been
terminated. Of the total $4,670,000 charge, $3,635,000 has been incurred through
December 31, 1996. The employee severance costs relate to the reduction of
approximately 220 employees at December 31, 1996.

The results of operations for the years ended December 31, 1995 and 1994
included charges for nonrecurring expenses primarily related to the integration
and restructuring of the Company's European operations, acquired in the Massey
Acquisition. The Company recorded nonrecurring expenses of $13,500,000, or $0.21
per common share on a fully diluted basis, in the fourth quarter of 1994 and
recorded an additional $6,000,000, or $0.07 per common share on a fully diluted
basis, in 1995. The nonrecurring charge included costs primarily associated with
the centralization and rationalization of the Company's European operations'
administrative, sales and marketing functions and other nonrecurring costs. The
combined $19,500,000 charge recorded through December 31, 1995 included
$10,148,000 for employee related costs which primarily were severance costs,
$3,300,000 for fees associated with the termination of the credit facility
existing at that time which was replaced by the June 1994 Credit Facility, in
conjunction with the Massey Acquisition, and $6,052,000 for other nonrecurring
costs. All of the costs associated with the $19,500,000 charge recorded through
December 31, 1995 have been incurred.

The results of operations for the year ended December 31, 1994 also
included charges for nonrecurring expenses of $6,000,000, or $0.12 per common
share on a fully diluted basis, relating to the integration of the White-New
Idea Farm Equipment Division ("White-New Idea"), acquired from Allied Products
Corporation in December 1993. The nonrecurring charge included $2,700,000 for
employee severance and relocation expenses, $1,000,000 for costs associated with
operating duplicate parts distribution facilities, $800,000 for certain data
processing expenses, $700,000 for dealer signs, and $800,000 for other
nonrecurring costs. All of the costs associated with the integration of
White-New Idea were incurred in 1994 and 1995.

4. AGRICREDIT

The Company acquired a 50% joint venture interest in Agricredit from Varity
in 1993 (Note 2) and the operations for the finance company were reflected in
the Company's consolidated financial statements using the equity method of
accounting for the period ended December 31, 1993. The Company acquired the
remaining 50% interest in Agricredit from Varity on February 10, 1994 and
accordingly, the Company's consolidated financial statements reflect Agricredit
on a consolidated basis with the Company's other majority-owned subsidiaries as
of December 31, 1994 and 1995 and for the period from February 11, 1994 through
December 31, 1994 and for the year ended December 31, 1995. Effective November
1, 1996, the Company sold a 51% joint venture interest in Agricredit.
Accordingly, the Company's consolidated financial statements as of and for the
year ended December 31,1996 reflect the operations of Agricredit on the equity
method of accounting for the entire period presented. The following is certain
information related to Agricredit for the periods that the Agricredit operations
were accounted for on a consolidated basis. See

F-19
<PAGE> 64

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Note 5 for information related to Agricredit for the periods in which it was
accounted for under the equity method of accounting.

Revenue Recognition

Agricredit recognizes finance income on credit receivables utilizing the
effective interest method. Accrual of interest and finance fees is suspended
when collection is deemed doubtful. Direct costs incurred in origination of the
credit receivables are amortized to income over the expected term of the credit
receivables using methods that approximate the effective interest method.

Financial Instruments

At December 31, 1995, the estimated fair value of Agricredit's credit
receivables was $573,851,000 compared to the carrying value of $582,578,000. The
fair value of credit receivables was based on the discounted values of their
related cash flows at current market interest rates. Long-term debt associated
with Agricredit approximated fair value at December 31, 1995 based on borrowing
rates available to Agricredit for loans with similar terms and average
maturities.

In 1995, Agricredit entered into interest rate swap agreements in order to
reduce its exposure to portions of its revolving credit agreement which carried
floating rates of interest and in order to more closely match the interest rates
of the borrowings to those of the credit receivables being funded. The
differential to be paid or received on the swap agreements was recognized as an
adjustment to interest expense. At December 31, 1995, the total notional
principal amount of the interest rate swap agreements was $25,652,000, having
fixed rates ranging from 8.03% to 8.22% and terminating in 1998. The notional
amount of the swap agreements do not represent amounts exchanged by the parties
and therefore, are not representative of the Company's risk. The credit and
market risk under the swap agreements is not considered significant and the fair
values and carrying values were not material at December 31, 1995.

Credit Receivables

Agricredit's credit receivables consisted of the following at December 31,
1995 (in thousands):

<TABLE>
<CAPTION>
1995
---------
<S> <C>
Retail notes................................................ $ 498,732
Sales finance contracts..................................... 199,087
Wholesale notes............................................. 16,588
---------
Gross credit receivables.................................. 714,407
Less:
Unearned finance income................................... (119,015)
Allowance for credit losses............................... (12,814)
---------
Net credit receivables................................. 582,578
Less: current portion....................................... (185,401)
---------
Noncurrent credit receivables, net..................... $ 397,177
=========
</TABLE>

F-20
<PAGE> 65

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1995, contractual maturities of gross credit receivables
were as follows (in thousands):

<TABLE>
<CAPTION>
1995
--------
<S> <C>
1996........................................................ $243,873
1997........................................................ 191,572
1998........................................................ 139,462
1999........................................................ 91,191
2000........................................................ 40,713
Thereafter.................................................. 7,596
--------
$714,407
========
</TABLE>

The maximum maturities for retail notes and sales finance contracts is 7
years, while the maximum maturity for wholesale notes is 1 year. Interest rates
on the credit receivables vary depending on prevailing market interest rates and
certain sales incentive programs offered by the Company. Although the Company
has a diversified receivable portfolio, credit receivables have significant
concentrations of credit risk in the agricultural business sector. At December
31, 1995, approximately 78% of the net credit receivables related to the
financing of products sold by the Company's dealers and distributors to end
users. Agricredit retains as collateral a security interest in the equipment
financed.

The allowance for credit losses was $12,814,000 at December 31, 1995. In
addition, the Company had deposits withheld from dealers and manufacturers
available for potential credit losses of $8,615,000 at December 31, 1995. An
analysis of the allowance for credit losses is as follows (in thousands):

<TABLE>
<CAPTION>
1995
-------
<S> <C>
Balance, beginning of year.................................. $10,042
Provision for credit losses............................... 4,279
Charge-offs............................................... (3,425)
Recoveries................................................ 1,918
-------
Balance, end of year........................................ $12,814
=======
</TABLE>

Long-Term Debt

Prior to the Agricredit Joint Venture on November 1, 1996, Agricredit
obtained funds from a separate $630,000,000 revolving credit facility (the
"Agricredit Revolving Credit Agreement") to finance its credit receivable
portfolio. In 1996, the terms of the Agricredit Revolving Credit Agreement were
amended and restated to increase Agricredit's available borrowings from
$545,000,000 to $630,000,000. Borrowings under the Agricredit Revolving Credit
Agreement were based on the amount and quality of outstanding credit receivables
and were generally issued with maturities matching anticipated credit receivable
liquidations, and at December 31, 1995, the terms ranged from 1 to 31 months.
Interest rates on the notes outstanding at December 31, 1995 ranged from 5.1% to
9.1%, with a weighted average interest rate of 6.8%. The Agricredit Revolving
Credit Agreement contained certain financial covenants which Agricredit and the
Company were required to maintain including a minimum specified net worth and,
specifically for the Company, a ratio of debt to net worth, as defined. At
December 31, 1995, $514,376,000 was outstanding under the Agricredit Revolving
Credit Agreement and available borrowings were $24,986,000. On November 1, 1996,
the Agricredit Revolving Credit Agreement was repaid and the Agricredit Joint
Venture entered into a new credit agreement.

F-21
<PAGE> 66

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At December 31, 1996 and 1995, the Company's investments in unconsolidated
affiliates primarily consisted of (i) a 49% investment in Massey Ferguson
Finance, consisting of retail finance subsidiaries in the United Kingdom, France
and Germany, which are owned by the Company and Rabobank, (ii) its 50%
investment in Hay and Forage Industries ("HFI"), a joint venture with Case
Corporation ("Case"), which designs and manufactures hay and forage equipment
for distribution by the Company and Case, (iii) its 50% investment in a joint
venture with Renault Agriculture S.A. ("GIMA"), which manufactures driveline
assemblies for Massey Ferguson and Renault tractors, and (iv) certain other
minority investments in farm equipment manufacturers and licensees. In addition,
as a result of the Agricredit Joint Venture, investments in unconsolidated
affiliates at December 31, 1996 included the Company's 49% equity investment in
Agricredit.

Investments in unconsolidated affiliates, accounted for under the equity
method, as of December 31, 1996 and 1995 were as follows (in thousands):

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Agricredit.................................................. $28,032 $ --
Massey Ferguson Finance..................................... 20,390 13,523
HFI......................................................... 12,029 12,029
GIMA........................................................ 5,346 5,651
Other....................................................... 14,704 14,760
------- -------
$80,501 $45,963
======= =======
</TABLE>

The Company's equity in net earnings of unconsolidated affiliates for 1996,
1995, and 1994 were as follows (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
------- ------ ------
<S> <C> <C> <C>
Agricredit.................................................. $10,384 $ -- $ 566
Massey Ferguson Finance..................................... 4,400 3,459 1,370
Other....................................................... 2,940 999 1,279
------- ------ ------
$17,724 $4,458 $3,215
======= ====== ======
</TABLE>

Both HFI and GIMA sell their products to the joint venture partners at
prices which result in them operating at or near breakeven on an annual basis.
Equity in net earnings of unconsolidated affiliates for 1994 included the equity
in net earnings of Agricredit prior to February 10, 1994, the date the remaining
50% interest was acquired by the Company (Note 2). The Company also has various
minority interest investments which are accounted for under the cost method.

Summarized financial information of Agricredit as of and for the year ended
December 31,1996 is as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
1996
------------
<S> <C>
Current assets.............................................. $ 220,699
Noncurrent assets........................................... 453,018
---------
Total assets...................................... $ 673,717
=========
Current liabilities......................................... $ 533,362
Noncurrent liabilities...................................... 83,147
Partners' equity............................................ 57,208
---------
Total liabilities and partners' equity............ $ 673,717
=========
</TABLE>

F-22
<PAGE> 67

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
FOR THE YEAR
ENDED
DECEMBER 31,
1996
------------
<S> <C>
Interest and finance fees................................... $69,507
Expenses.................................................... 58,107
-------
Net income.................................................. $11,400
=======
</TABLE>

The Company's equity in net earnings of Agricredit for the year ended
December 31, 1996 of $10,384,000 represents 100% of the net earnings of
Agricredit prior to the completion of the Agricredit Joint Venture on November
1, 1996 and 49% of Agricredit's net earnings thereafter.

6. INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No.
109"). SFAS No. 109 requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the differences between the financial
reporting and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.

The sources of income before income taxes, equity in net earnings of
unconsolidated subsidiary and affiliates and extraordinary loss were as follows
for the years ended December 31, 1996, 1995 and 1994 (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
United States.......................................... $ 31,904 $ 41,893 $ 50,404
Foreign................................................ 139,725 148,688 51,305
-------- -------- --------
Income before income taxes, equity in net earnings of
unconsolidated subsidiary and affiliates and
extraordinary loss................................... $171,629 $190,581 $101,709
======== ======== ========
</TABLE>

The provision (benefit) for income taxes by location of the taxing
jurisdiction for the years ended December 31, 1996, 1995 and 1994 consisted of
the following (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- --------
<S> <C> <C> <C>
Current:
United States:
Federal............................................. $ 9,715 $15,769 $ 23,123
State............................................... 461 1,521 3,300
Foreign................................................ 29,690 15,692 3,925
------- ------- --------
39,866 32,982 30,348
------- ------- --------
Deferred:
United States:
Federal............................................. (1,096) (2,485) (51,872)
State............................................... 63 297 (4,498)
Foreign................................................ 21,130 35,103 15,412
------- ------- --------
20,097 32,915 (40,958)
------- ------- --------
Provision (benefit) for income taxes................... $59,963 $65,897 $(10,610)
======= ======= ========
</TABLE>

F-23
<PAGE> 68

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Certain foreign operations of the Company are subject to United States as
well as foreign income tax regulations. Therefore, the preceding sources of
income before income taxes by location and the provision (benefit) for income
taxes by taxing jurisdiction are not directly related.

A reconciliation of income taxes computed at the United States federal
statutory income tax rate (35% in 1996, 1995 and 1994) to the provision
(benefit) for income taxes reflected in the consolidated statements of income
for the years ended December 31, 1996, 1995 and 1994 is as follows (in
thousands):

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- --------
<S> <C> <C> <C>
Provision for income taxes at United States federal
statutory rate......................................... $60,070 $66,703 $ 35,598
State and local income taxes, net of federal income tax
benefit................................................ 341 1,182 2,145
Taxes on foreign income which differ from the United
States statutory rate.................................. (818) (1,246) 572
Reduction in valuation allowance......................... -- (234) (49,734)
Other.................................................... 370 (508) 809
------- ------- --------
$59,963 $65,897 $(10,610)
======= ======= ========
</TABLE>

For the years ended December 31, 1996 and 1995, the Company's provision for
income taxes approximated statutory rates. For the year ended December 31, 1994,
the Company's United States current income tax provision was offset by the
recognition of deferred income tax benefits through a reduction of a portion of
the valuation allowance. In 1994, the reduction in the valuation allowance
resulted in a United States net income tax benefit of $29,947,000, or $0.61 per
common share on a fully diluted basis. The reduction in the valuation allowance
was supported by the generation of taxable income in recent years and
expectations for taxable income in future periods.

For the years ended December 31, 1996 and 1995, the Company's foreign
income tax provision primarily related to the Company's European operations
acquired in the Massey Acquisition. The deferred income tax provision resulted
from the realization of deferred tax assets acquired in the Massey Acquisition
primarily consisting of net operating loss carryforwards.

F-24
<PAGE> 69

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The significant components of the net deferred tax assets at December 31,
1996 and 1995 were as follows (in thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Deferred Tax Assets:
Net operating loss carryforwards.......................... $ 63,199 $ 51,260
Sales incentive discounts................................. 18,262 15,727
Inventory valuation reserves.............................. 11,093 11,327
Postretirement benefits................................... 9,534 8,256
Other..................................................... 48,600 41,488
Valuation allowance....................................... (63,664) (42,109)
-------- --------
Total deferred tax assets......................... 87,024 85,949
-------- --------
Deferred Tax Liabilities:
Tax over book depreciation................................ 2,857 145
Tax over book amortization of goodwill.................... 6,592 5,805
Other..................................................... 5,391 5,590
-------- --------
Total deferred tax liabilities.................... 14,840 11,540
-------- --------
Net deferred tax assets..................................... 72,184 74,409
Less: current portion..................................... (48,084) (51,214)
-------- --------
Noncurrent net deferred tax assets.......................... $ 24,100 $ 23,195
======== ========
</TABLE>

As reflected in the preceding table, the Company established a valuation
allowance of $63,664,000 and $42,109,000 for the years ended December 31, 1996
and 1995, respectively, due to the uncertainty regarding the realizability of
certain deferred tax assets. Included in the valuation allowance at December 31,
1996 and 1995 was $12,702,000 and $27,778,000, respectively, of deferred tax
assets primarily related to net operating loss carryforwards acquired in the
Massey Acquisition which will reduce goodwill and values assigned to trademarks
if realized. The increase in the valuation allowance in 1996 is primarily the
result of the Company's valuation allowance for net operating loss carryforwards
acquired in the Deutz Argentina Acquisition.

The Company had United States net operating loss carryforwards of
approximately $11,400,000 at December 31, 1996 which expire in years 2004 and
2005. The Company's United States net operating loss carryforwards are subject
to an annual limitation of $1,280,000 to reduce income taxes in future years.
The Company has foreign net operating loss carryforwards of $159,856,000, which
are principally in France, Brazil and Argentina. The foreign net operating loss
carryforwards have expiration dates as follows: 1997 -- $12,848,000,
1998 -- $3,692,000, 1999 -- $13,087,000, 2000 -- $30,834,000,
2001 -- $35,122,000, thereafter and unlimited -- $64,273,000.

The Company paid income taxes of $23,120,000, $22,558,000 and $24,861,000
for the years ended December 31, 1996, 1995, and 1994, respectively.

F-25
<PAGE> 70

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 1996 and 1995 (in
thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Revolving Credit Facility-Equipment Operations.............. $317,439 $378,336
Senior Subordinated Notes................................... 247,957 --
Other Long-Term Debt........................................ 1,659 --
-------- --------
Total Long-Term Debt-Equipment Operations................. 567,055 378,336
Total Long-Term Debt-Agricredit (Note 4).................. -- 514,376
-------- --------
Total Long-Term Debt-Consolidated................. 567,055 892,712
Less: current portion............................. -- (361,376)
-------- --------
$567,055 $531,336
======== ========
</TABLE>

In March 1996, the Company replaced its $550,000,000 secured revolving
credit facility (the "June 1994 Credit Facility"), obtained in conjunction with
the Massey Acquisition, with a five-year $650,000,000 unsecured revolving credit
facility (the "March 1996 Credit Facility"). Aggregate borrowings outstanding
under the March 1996 Credit Facility are subject to a borrowing base limitation
and may not at any time exceed the sum of 90% of eligible accounts receivable
and 60% of eligible inventory. Interest accrues on borrowings outstanding under
the March 1996 Credit Facility primarily at LIBOR plus an applicable margin, as
defined. At December 31, 1996, interest rates on the outstanding borrowings
ranged from 6.2% to 8.3%, with a weighted average interest rate during 1996 of
6.3%. The March 1996 Credit Facility contains certain covenants, including
covenants restricting the incurrence of indebtedness and the making of certain
restrictive payments, including dividends. In addition, the Company must
maintain certain financial covenants including, among others, a debt to
capitalization ratio, an interest coverage ratio and a ratio of debt to cash
flow, as defined. At December 31, 1996, $317,439,000 was outstanding under the
March 1996 Credit Facility and available borrowings were $327,740,000.

In March 1996, the Company issued $250,000,000 of 8 1/2% Senior
Subordinated Notes due 2006 (the "Notes") at 99.139% of their principal amount.
The Notes are unsecured obligations of the Company and are redeemable at the
option of the Company, in whole or in part, at any time on or after March 15,
2001 initially at 104.25% of their principal amount, plus accrued interest,
declining ratably to 100% of their principal amount plus accrued interest, on or
after March 15, 2003. The Notes include certain covenants, including covenants
restricting the incurrence of indebtedness and the making of certain restrictive
payments, including dividends. The net proceeds from the sale of the Notes were
used to repay outstanding indebtedness under the Company's June 1994 Credit
Facility.

Prior to November 1, 1996, Agricredit obtained funds from the Agricredit
Revolving Credit Agreement to finance its credit receivable portfolio (Note 4).
In connection with the Agricredit Joint Venture, the Agricredit Revolving Credit
Agreement was repaid and the Agricredit Joint Venture entered into a new credit
agreement.

At December 31, 1996, the aggregate scheduled maturities of long-term debt
is primarily in year 2001 and thereafter. The scheduled maturities in years 1997
through 2000 are not material.

Cash payments for interest were $54,066,000, $77,281,000 and $56,868,000
for the years ended December 31, 1996, 1995 and 1994, respectively.

The Company has arrangements with various banks to issue 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 December 31, 1996, outstanding letters of credit totaled
$35,080,000, of

F-26
<PAGE> 71

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

which $4,821,000 was issued under the March 1996 Credit Facility. At December
31, 1995, outstanding letters of credit totaled $19,945,000, of which $9,525,000
was issued under the June 1994 Credit Facility.

8. CONVERTIBLE SUBORDINATED DEBENTURES

In June 1995, the Company exchanged all of its outstanding 2,674,534
depositary shares (the "Exchange"), each representing 1/10 of a share of
Convertible Preferred Stock (Note 11), into $66,848,000 of 6.5% Convertible
Subordinated Debentures due 2008 (the "Convertible Subordinated Debentures").
The effect of this transaction resulted in a reduction to stockholders' equity
and an increase to liabilities in the amount of $66,848,000. The Convertible
Subordinated Debentures were convertible at any time at the option of the holder
into shares of the Company's common stock at a conversion rate of 157.85 shares
of common stock for each $1,000 principal amount of the debentures. In addition,
on or after June 1, 1996, the Convertible Subordinated Debentures were
redeemable at the option of the Company initially at an amount equivalent to
$1,045.50 per $1,000 principal amount of the debentures and thereafter, at
prices declining to an amount equivalent to the face amount of the debentures on
or after June 1, 2003, plus all accrued and unpaid interest.

In April 1996, the Company announced its election, effective June 1, 1996,
to redeem all of its outstanding Convertible Subordinated Debentures. Prior to
the execution of redemption, all of the outstanding Convertible Subordinated
Debentures were converted into common stock.

9. EMPLOYEE BENEFIT PLANS

The Company has defined benefit pension plans covering certain hourly and
salaried employees in the United States and certain foreign countries. Under the
United States plans, benefits under the salaried employees' plan are generally
based upon participant earnings, while the hourly employees' benefits are
determined by stated monthly benefit amounts for each year of credited service.
The United States salaried employees' retirement plan was amended to freeze all
future benefit accruals and participation after December 31, 1988, but to
continue the plan provisions with respect to service accumulations toward
achieving eligibility for, and vesting in, plan benefits. The Company also
sponsors certain foreign defined benefit plans. These plans are principally in
the United Kingdom (the "U.K. Plans") and provide pension benefits that are
based on the employees' highest average eligible compensation. The Company's
policy is to fund amounts to the defined benefit plans necessary to comply with
the funding requirements as prescribed by the laws and regulations in each
country where the plans are located.

Net periodic pension cost for the United States plans for the years ended
December 31, 1996, 1995 and 1994 included the following components (in
thousands):

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Service cost.............................................. $ 571 $ 480 $ 590
Interest cost............................................. 2,732 2,633 2,482
Actual (return) loss on plan assets....................... (4,592) (4,629) 787
Net amortization and deferral............................. 2,439 2,941 (2,588)
------- ------- -------
$ 1,150 $ 1,425 $ 1,271
======= ======= =======
</TABLE>

The following assumptions were used to measure the projected benefit
obligation for the United States plans at December 31, 1996, 1995 and 1994:

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Discount rate to determine the projected benefit
obligation................................................ 7.50% 7.25% 8.75%
Expected long-term rate of return on plan assets used to
determine net periodic pension cost....................... 8.00% 8.00% 8.00%
</TABLE>

F-27
<PAGE> 72

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table sets forth the United States defined benefit plans'
funded status at December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
1996 1995
---------------- ----------------
HOURLY SALARY HOURLY SALARY
------- ------ ------- ------
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligation:
Vested benefit obligation......................... $30,764 $7,725 $28,997 $7,598
======= ====== ======= ======
Accumulated benefit obligation.................... $31,559 $7,875 $29,336 $7,764
======= ====== ======= ======
Projected benefit obligation........................ $32,742 $7,875 $29,336 $7,833
Plan assets at fair value, primarily listed stock
and U.S. bonds.................................... 26,632 8,958 21,961 7,922
------- ------ ------- ------
Projected benefit obligation (in excess of) less
than plan assets.................................. (6,110) 1,083 (7,375) 89
Unrecognized net loss (gain)........................ 334 (431) 2,619 487
Unrecognized prior service cost..................... 3,140 -- 1,666 --
Adjustment required to recognize minimum
liability......................................... (2,291) -- (4,285) --
------- ------ ------- ------
(Accrued) prepaid pension cost...................... $(4,927) $ 652 $(7,375) $ 576
======= ====== ======= ======
</TABLE>

Net periodic pension cost for the U.K. Plans for the years ended December
31, 1996, 1995 and the period from the Massey Acquisition date (June 29,1994) to
December 31, 1994 included the following components (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- -------
<S> <C> <C> <C>
Service cost............................................ $ 4,665 $ 3,319 $ 1,690
Interest cost........................................... 19,613 16,944 8,478
Actual return on plan assets............................ (33,353) (29,752) (5,127)
Net amortization and deferral........................... 10,418 10,110 (4,598)
-------- -------- -------
$ 1,343 $ 621 $ 443
======== ======== =======
</TABLE>

The following assumptions were used to measure the projected benefit
obligation for the U.K. Plans:

<TABLE>
<CAPTION>
1996 1995 1994
---- ----- -----
<S> <C> <C> <C>
Discount rate to determine the projected benefit
obligation................................................ 8.50% 8.75% 9.25%
Rate of increase in future compensation levels used to
determine the projected benefit obligation................ 5.00% 5.00% 5.50%
Expected long-term rate of return on plan assets used to
determine net periodic pension cost....................... 9.75% 10.00% 10.50%
</TABLE>

F-28
<PAGE> 73

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table sets forth the U.K. Plans' funded status at December
31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Actuarial present value of benefit obligation:
Vested benefit obligation................................. $245,057 $203,292
======== ========
Accumulated benefit obligation............................ $249,387 $206,890
======== ========
Projected benefit obligation................................ $258,847 $214,753
Plan assets at fair value, primarily listed stock and
bonds..................................................... 268,279 217,426
-------- --------
Projected benefit obligation less than plan assets.......... 9,432 2,673
Unrecognized net loss....................................... 2,386 3,647
-------- --------
Prepaid pension cost................................... $ 11,818 $ 6,320
======== ========
</TABLE>

In addition to the U.K. Plans, the Company accrues pension costs relating
to various pension plans in other foreign countries all of which are
substantially funded.

The Company maintains a separate defined contribution 401(k) savings plan
covering certain salaried employees. Under the plan, the Company contributes a
specified percentage of each eligible employee's compensation. The Company
contributed $1,570,000 ,$1,301,000 and $1,272,000 for the years ended December
31, 1996, 1995 and 1994, respectively.

10. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

The Company provides certain postretirement health care and life insurance
benefits for United States salaried and hourly employees and their eligible
dependents who retire after attaining specified age and service requirements.

Net periodic postretirement benefit cost for the years ended December 31,
1996, 1995 and 1994 included the following components (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Service cost................................................ $ 909 $ 890 $1,008
Interest cost on accumulated postretirement benefit
obligation................................................ 1,263 1,287 1,178
Net amortization of transition obligation and prior service
cost...................................................... (688) (688) (688)
Net amortization of unrecognized net gain................... (403) (495) (482)
------ ------ ------
$1,081 $ 994 $1,016
====== ====== ======
</TABLE>

F-29
<PAGE> 74

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table sets forth the postretirement benefit plans' funded
status at December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
1996 1995
---------------- ----------------
HOURLY SALARY HOURLY SALARY
------- ------ ------- ------
<S> <C> <C> <C> <C>
Accumulated postretirement benefit obligation:
Retiree........................................... $ 3,600 $1,328 $ 3,191 $ 985
Fully eligible active plan participants........... 2,224 1,262 1,521 1,213
Other active participants......................... 8,434 1,786 9,552 2,058
------- ------ ------- ------
14,258 4,376 14,264 4,256
Plan assets at fair value........................... -- -- -- --
------- ------ ------- ------
Accumulated postretirement benefit obligation in
excess of plan assets............................. 14,258 4,376 14,264 4,256
Unrecognized prior service cost..................... 1,487 -- 2,723 --
Unrecognized transition obligation.................. -- (429) -- (456)
Unrecognized net gain............................... 4,015 738 2,541 233
------- ------ ------- ------
$19,760 $4,685 $19,528 $4,033
======= ====== ======= ======
</TABLE>

For measuring the expected postretirement benefit obligation, a 10.5%
health care cost trend rate was assumed for 1996, decreasing 0.75% per year to
6% and remaining at that level thereafter. The weighted average discount rate
used to determine the accumulated postretirement benefit obligation was 7.5% at
December 31, 1996.

Increasing the assumed health care cost trend rates by one percentage point
each year and holding all other assumptions constant would increase the
accumulated postretirement benefit obligation at December 31, 1996 by $1,736,000
and increase the aggregate of the service and interest cost components of the
net periodic postretirement benefit cost by $229,000.

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits," which requires accrual of postemployment benefits for former or
inactive employees after employment but before retirement. Adoption of this new
standard did not have a material effect on the Company's financial position or
operating results.

11. PREFERRED STOCK

At December 31, 1996, the Company had 1,000,000 authorized shares of
preferred stock with a par value of $0.01 per share. In May 1993, the Company
completed an offering of 3,680,000 depositary shares, each representing 1/10 of
a share of $16.25 Cumulative Convertible Exchangeable Preferred Stock (the
"Convertible Preferred Stock") at $25.00 per depositary share (the "Convertible
Preferred Stock Offering"). The net proceeds to the Company from the Convertible
Preferred Stock Offering, after deducting the underwriters' discount and
offering expenses, were $87,967,000. Dividends on the Convertible Preferred
Stock were cumulative from the date of original issue and were payable quarterly
at $1.625 per annum per depositary share. Shares of the Convertible Preferred
Stock were convertible at any time at the option of the holder into shares of
the Company's common stock at a conversion price of $6.33. In June 1995, the
Company exchanged all of its outstanding 2,674,534 depositary shares of
Convertible Preferred Stock into $66,848,000 of Convertible Subordinated
Debentures (Note 8).

In April 1994, the Company designated 300,000 shares as Junior Cumulative
Preferred Stock (the "Junior Preferred Stock") in connection with the adoption
of a Stockholders' Rights Plan (the "Rights Plan" -- Note 12). No shares of
Junior Preferred Stock have been issued.

F-30
<PAGE> 75

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. COMMON STOCK

At December 31, 1996, the Company had 150,000,000 authorized shares of
common stock with a par value of $0.01, with 57,260,151 shares of common stock
outstanding, 1,228,728 shares reserved for issuance under the Company's 1991
Stock Option Plan (Note 13), 81,000 shares reserved for issuance under the
Company's Nonemployee Director Stock Incentive Plan (Note 13) and 1,657,500
shares reserved for issuance under the Company's Long-Term Incentive Plan (Note
13).

In April 1994, the Company adopted the Rights Plan. Under the terms of the
Rights Plan, one-third of a preferred stock purchase right (a "Right") is
attached to each outstanding share of the Company's common stock. The Rights
Plan contains provisions that are designed to protect stockholders in the event
of certain unsolicited attempts to acquire the Company. Under the terms of the
Rights Plan, each Right entitles the holder to purchase one one-hundredth of a
share of Junior Preferred Stock, par value of $0.01 per share, at an exercise
price of $200 per share. The Rights are exercisable a specified number of days
following (i) the acquisition by a person or group of persons of 20% or more of
the Company's common stock or (ii) the commencement of a tender or exchange
offer for 20% or more of the Company's common stock. In the event the Company is
the surviving company in a merger with a person or group of persons that owns
20% or more of the Company's outstanding stock each Right will entitle the
holder (other than such 20% stockholder) to receive, upon exercise, common stock
of the Company having a value equal to two times the Right's exercise price. In
addition, in the event the Company sells or transfers 50% or more of its assets
or earning power, each Right will entitle the holder to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
Right's exercise price. The Rights may be redeemed by the Company at $0.01 per
Right prior to their expiration on April 27, 2004.

On January 31, 1996, the Company effected a two-for-one stock split of the
Company's outstanding common stock in the form of a stock dividend payable to
stockholders of record on January 15, 1996. On December 15, 1994, the Company
effected a three-for-two split of the Company's outstanding common stock in the
form of a 50% stock dividend payable to stockholders of record on December 1,
1994. All references to common share and per share information and the weighted
average number of common and common equivalent shares outstanding, with the
exception of stock offering information, have been restated to reflect both
stock splits.

13. STOCK PLANS

In April 1995, the Company adopted a nonemployee director stock incentive
plan (the "Director Plan"), and reserved 100,000 common shares for issuance
under the Director Plan. At December 31, 1996, 19,000 shares have been awarded
to plan participants. The awarded shares are earned in specified increments for
each 15% increase in the average market value of the Company's common stock over
the initial base price established under the plan. When an increment of the
awarded shares is earned, the shares are issued to the participant in the form
of restricted stock which vests at the earlier of 12 months after the specified
performance period or upon departure from the board of directors. When the
restricted shares are earned, a cash bonus equal to 40% of the value of the
shares on the date the restricted stock award is earned is paid by the Company
to satisfy a portion of the estimated income tax liability to be incurred by the
participant. At December 31, 1996, 19,000 shares awarded under the Director Plan
had been earned and 1,000 shares have vested.

In April 1994 and subsequently amended in April 1996, the Company adopted a
long-term incentive plan for executive officers (the "LTIP") and reserved
3,750,000 common shares for issuance under the LTIP. The awarded shares are
earned in specified increments for each 20% increase in the average market value
of the Company's common stock over the initial base price established under the
plan. When an increment of the awarded shares is earned, the shares are issued
to the participant in the form of restricted stock which generally carries a
five year vesting period with one-third of each award vesting on the last day of
the 36th,

F-31
<PAGE> 76

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

48th and 60th month, respectively, after each award is earned. When the
restricted shares are vested, a cash bonus equal to 40% of the value of the
vested shares on the date the restricted stock award is earned is paid by the
Company to satisfy a portion of the estimated income tax liability to be
incurred by the participant.

At the time the awarded shares are earned, the market value of the stock is
added to common stock and additional paid-in capital and an equal amount is
deducted from stockholders' equity as unearned compensation. The LTIP unearned
compensation and the amount of cash bonus to be paid when the awarded shares
become vested are amortized to expense ratably over the vesting period. The
Company recognized compensation expense associated with the LTIP of $25,757,000,
$9,763,000 and $1,508,000 for the years ended December 31, 1996, 1995 and 1994,
respectively, consisting of amortization of the stock award and the related cash
bonus.

Additional information regarding the LTIP for the years ended December 31,
1996, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
1996 1995 1994
--------- -------- ---------
<S> <C> <C> <C>
Shares awarded but not earned at January 1............ -- 891,000 1,620,000
Shares awarded, net of forfeitures ................... 2,070,000 -- --
Shares earned......................................... (472,500) (891,000) (729,000)
--------- -------- ---------
Shares awarded but not earned at December 31.......... 1,597,500 -- 891,000
Shares available for grant............................ 60,000 180,000 180,000
--------- -------- ---------
Total shares reserved................................. 1,657,500 180,000 1,071,000
========= ======== =========
Shares vested......................................... 792,500 -- --
========= ======== =========
</TABLE>

In September 1991 and subsequently amended in May 1993, the Company adopted
a stock option plan (the "Option Plan") for officers, employees, directors and
others and reserved 2,400,000 shares of common stock for distribution under the
Option Plan. Options granted under the Option Plan may be either nonqualified or
incentive stock options as determined by the board of directors. The stock
option exercise price is determined by the board of directors except in the case
of an incentive stock option for which the purchase price shall not be less than
100% of the fair market value at the date of grant. Each recipient of stock
options is entitled to immediately exercise up to 20% of the options issued to
such person, and an additional 20% of such options vest ratably over a four-year
period and expire not later than ten years from the date of grant.

Stock option transactions during the three years ended December 31, 1996
were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
----------- ------------ ------------
<S> <C> <C> <C>
Options outstanding at January 1.............. 899,190 1,198,400 1,043,722
Options granted............................... 229,720 20,000 508,650
Options exercised............................. (312,292) (292,312) (345,872)
Options canceled.............................. (29,368) (26,898) (8,100)
----------- ------------ ------------
Options outstanding at December 31............ 787,250 899,190 1,198,400
=========== ============ ============
Options available for grant at December 31.... 441,478 641,830 634,938
=========== ============ ============
Option price ranges per share:
Granted..................................... $25.50 $14.69-18.25 $11.75-16.96
Exercised................................... 1.52-25.50 1.52-18.25 1.52-14.63
Canceled.................................... 14.63-25.50 1.52-14.63 2.50-3.75
Weighted average option prices per share:
Granted..................................... $25.50 $16.47 $14.41
Exercised................................... 5.58 4.43 2.14
Canceled.................................... 18.94 10.00 3.19
Outstanding at December 31.................. 14.14 8.43 7.35
</TABLE>

At December 31, 1996, the outstanding options had a weighted average
remaining contractual life of approximately 7.9 years and there were 426,292
options currently exercisable with option prices ranging from $1.52 to $25.50
and with a weighted average exercise price of $9.67.

F-32
<PAGE> 77

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company accounts for the Director Plan, the LTIP, and the Option Plan
under the provisions of APB No. 25. The following pro forma information is based
on estimating the fair value of grants under the above plans based upon the
provisions of SFAS No. 123. For the Option Plan, the fair value of each option
granted in 1995 and 1996 has been estimated as of the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions: risk free interest rate of 5.7%, expected life for the option plan
of 7 years, expected dividend yield of 2.0%, and expected volatility of 35.0%.
For the Director Plan and LTIP, the fair value of each award in 1995 and 1996
has been estimated using the Black-Scholes option pricing model with the same
assumptions above for the risk free interest rate, expected dividend yield, and
expected volatility. Under these assumptions for the Option Plan, the weighted
average fair value of options granted in 1996 and 1995 was $12.22 and $8.52,
respectively. Under these assumptions for the Director Plan and the LTIP, the
weighted average fair value of awards granted in 1995 under the Director Plan,
including the related cash bonus, was $22.22, and the weighted average fair
value of awards granted in 1996 under the LTIP, including the related cash
bonus, was $31.36. There were no awards under the Director Plan in 1996 or under
the LTIP in 1995. The fair value of the grants and awards would be amortized
over the vesting period for stock options and earned awards under the Director
Plan and LTIP and over the performance period for unearned awards under the
Director Plan and LTIP. Accordingly, the Company's pro forma net income and net
income per common share assuming compensation cost was determined under SFAS No.
123 would have been the following (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1995
---------- ----------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net income.................................................. $123,928 $129,130
Net income per common share -- fully diluted................ $ 2.17 $ 2.30
</TABLE>

Because the SFAS No. 123 method of accounting has not been applied to
grants and awards prior to January 1, 1995, the resulting pro forma compensation
cost may not be representative of that expected in future years.

14. COMMITMENTS AND CONTINGENCIES

The Company leases land, buildings, machinery, equipment and furniture
under various noncancelable operating lease agreements. At December 31, 1996,
future minimum lease payments under noncancelable operating leases were as
follows (in thousands):

<TABLE>
<S> <C>
1997........................................................ $12,262
1998........................................................ 9,023
1999........................................................ 7,041
2000........................................................ 4,784
2001........................................................ 3,498
Thereafter.................................................. 15,655
-------
$52,263
=======
</TABLE>

Total lease expense under noncancelable operating leases was $16,181,000,
$15,069,000, and $7,250,000 for the years ended December 31, 1996, 1995 and
1994, respectively.

The Company is party to various claims and lawsuits arising in the normal
course of business. It is the opinion of management, after consultation with
legal counsel, that those claims and lawsuits, when resolved, will not have a
material adverse effect on the financial position or results of operations of
the Company.

F-33
<PAGE> 78

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15. SEGMENT REPORTING

The Company's operations consist of the following geographic segments as
set forth below (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------
WESTERN
UNITED EUROPE AND
STATES AND SOUTH OTHER
CANADA AMERICA INTERNATIONAL CONSOLIDATED(1)
---------- -------- ------------- ---------------
<S> <C> <C> <C> <C>
Revenues:
Net sales to unaffiliated customers... $850,015 $ 85,151 $1,382,320 $2,317,486
Net sales between geographic
segments........................... 38,548 2,898 149,331 --
-------- -------- ---------- ----------
Total revenues................ $888,563 $ 88,049 $1,531,651 $2,317,486
======== ======== ========== ==========
Income from operations(2)............... $ 46,777 $ (6,784) $ 166,256 $ 206,191
======== ======== ========== ==========
Identifiable assets..................... $867,934 $404,291 $1,258,015 $2,116,531
======== ======== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
--------------------------------------------
WESTERN
UNITED EUROPE AND
STATES AND OTHER
CANADA INTERNATIONAL CONSOLIDATED(1)
---------- ------------- ---------------
<S> <C> <C> <C>
Revenues:
Net sales to unaffiliated customers......... $ 807,499 $1,260,928 $2,068,427
Net sales between geographic segments....... 20,218 203,882 --
---------- ---------- ----------
827,717 1,464,810 2,068,427
Finance income.............................. 56,621 -- 56,621
---------- ---------- ----------
Total revenues...................... $ 884,338 $1,464,810 $2,125,048
========== ========== ==========
Income from operations(2)................... $ 65,175 $ 163,948 $ 227,666
========== ========== ==========
Identifiable assets......................... $1,406,778 $ 943,588 $2,162,915
========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
--------------------------------------------
WESTERN
UNITED EUROPE AND
STATES AND OTHER
CANADA INTERNATIONAL CONSOLIDATED(1)
---------- ------------- ---------------
<S> <C> <C> <C>
Revenues:
Net sales to unaffiliated customers......... $ 770,661 $548,610 $1,319,271
Net sales between geographic segments....... 1,276 61,930 --
---------- -------- ----------
771,937 610,540 1,319,271
Finance income.............................. 39,741 -- 39,741
---------- -------- ----------
Total revenues...................... $ 811,678 $610,540 $1,359,012
========== ======== ==========
Income from operations(2)................... $ 81,736 $ 47,484 $ 126,910
========== ======== ==========
Identifiable assets......................... $1,192,788 $738,268 $1,823,294
========== ======== ==========
</TABLE>

- ---------------

(1) Consolidated information reflects the elimination of intersegment
transactions. Intersegment sales are made at selling prices that are
intended to reflect the market value of the products.
(2) Income from operations represents revenues less cost of goods sold, selling,
general and administrative expenses, engineering expenses, nonrecurring
expenses, interest expense for Agricredit for the years ended December 31,
1995 and 1994, and intangible asset amortization.

F-34
<PAGE> 79

AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Net sales by customer location for the years ended December 31, 1996, 1995
and 1994 were as follows (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Net Sales:
United States.................................... $ 681,064 $ 660,879 $ 626,205
Canada........................................... 153,773 134,458 130,316
Europe........................................... 1,021,016 947,628 389,687
Australia........................................ 67,000 39,477 23,132
Africa........................................... 80,643 71,672 44,053
Asia............................................. 122,519 135,031 42,907
Middle East...................................... 72,473 41,203 34,846
Mexico, Central America and Caribbean............ 18,782 18,068 13,219
South America.................................... 100,216 20,011 14,906
---------- ---------- ----------
$2,317,486 $2,068,427 $1,319,271
========== ========== ==========
</TABLE>

Total export sales from the United States were $194,472,000 in 1996,
$157,663,000 in 1995 and $138,540,000 in 1994 with the large majority of
products sold in Canada. In 1996, the remaining sales to customers outside the
United States were sourced from the Company's operations in Europe and Brazil.
In 1995 and 1994, the remaining sales to customers outside the United States
were sourced solely from the Company's operations in Europe.

16. SUBSEQUENT EVENTS

On January 14, 1997, the Company replaced the March 1996 Credit Facility
with a new revolving credit facility (the "January 1997 Credit Facility"), which
initially provides for borrowings of up to $1.0 billion. In February 1997, the
January 1997 Credit Facility was amended to allow for borrowings of up to $1.2
billion. Borrowings under the January 1997 Credit Facility may not exceed the
sum of 90% of eligible accounts receivable and 60% of eligible inventory.
Lending commitments under the January 1997 Credit Facility reduce to $1.1
billion on January 1, 1998 and $1.0 billion on January 1, 1999. If the Company
consummates offerings of debt or capital stock prior to such dates, the proceeds
of such offerings will be used to reduce the lending commitments, but not below
$1.0 billion.

On January 20, 1997, the Company acquired the operations of Xaver Fendt
GmbH & Co. KG ("Fendt") for approximately $283,500,000 plus approximately
$38,304,000 of assumed working capital debt (the "Fendt Acquisition"). The Fendt
Acquisition was financed by borrowings under the Company's January 1997 Credit
Facility. The transaction consists of the purchase of the outstanding stock of
Fendt and its interests in other subsidiaries. Fendt's primary business is the
manufacture and sale of tractors through a network of independent agricultural
cooperatives, dealers and distributors in Germany and throughout Europe and
Australia.

On January 22, 1997, the Company filed a registration statement with the
Securities and Exchange Commission for the sale of 4,500,000 shares of its
common stock (the "Offering"). The Company intends to use the proceeds from the
Offering to reduce a portion of the borrowings outstanding under the January
1997 Credit Facility and expects the transaction to be completed in March 1997.

F-35
<PAGE> 80

======================================================

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY,
THE SELLING STOCKHOLDER OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS
Prospectus Summary.................... 3
Risk Factors.......................... 8
Price Range of Common Stock and
Dividends........................... 10
Use of Proceeds....................... 10
Capitalization........................ 11
Selected Historical Financial Data.... 12
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 14
Business.............................. 28
Management............................ 34
Selling Stockholder................... 35
Description of Capital Stock.......... 35
Certain United States Federal Tax
Considerations for Non-United States
Holders............................. 37
Underwriting.......................... 40
Legal Matters......................... 42
Independent Auditors.................. 42
Available Information................. 43
Incorporation of Certain Documents by
Reference........................... 43
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>

======================================================
======================================================

4,700,000 SHARES

[AGCO LOGO]

AGCO CORPORATION

COMMON STOCK
---------------------

PROSPECTUS
---------------------
MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

MORGAN STANLEY & CO.
INCORPORATED
MARCH 3, 1997
======================================================