SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended October 31, 2002
 
Commission file number 1-4121
 

 
DEERE & COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware
     
36-2382580
(State of incorporation)
     
(IRS Employer
Identification No.)
 
One John Deere Place, Moline, Illinois
 
61265
 
(309) 765-8000
(Address of principal executive offices)
 
(Zip Code)
 
(Telephone Number)
 

 
Securities registered pursuant to section 12(b) of the act
 
Title of each class

  
Name of each exchange on which registered

Common stock, $1 par value
  
New York Stock Exchange
    
Chicago Stock Exchange
    
Frankfurt (Germany) Stock Exchange
5-  7 / 8 % Debentures Due 2006 (issued by John
    Deere B.V., a wholly-owned subsidiary,
    and guaranteed by Deere & Company)
  
New York Stock Exchange
      
8.95% Debentures Due 2019
  
New York Stock Exchange
8-  1 / 2 % Debentures Due 2022
  
New York Stock Exchange
6.55% Debentures Due 2028
  
New York Stock Exchange
 
Securities registered pursuant to section 12(g) of the act: None
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x   No   ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨
 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes   x   No   ¨
 
The aggregate quoted market price of voting stock of registrant held by nonaffiliates at April 30, 2002 was $10,560,188,172. At November 30, 2002, 239,259,511 shares of common stock, $1 par value, of the registrant were outstanding. Documents Incorporated by Reference . Portions of the proxy statement for the annual meeting of stockholders to be held on February 26, 2003 are incorporated by reference in Part III.
 


 
PART I

 
ITEM 1. BUSINESS.
 
Products
 
Deere & Company (Company) and its subsidiaries (collectively called John Deere) have operations which are categorized into four major business segments.
 
The agricultural equipment segment manufactures and distributes a full line of farm equipment and service parts — including tractors; combine, cotton and sugarcane harvesters; tillage, seeding and soil preparation machinery; sprayers; hay and forage equipment; material handling equipment; and integrated agricultural management systems technology.
 
The commercial and consumer equipment segment manufactures and distributes equipment and service parts for commercial and residential uses — including small tractors for lawn, garden, commercial and utility purposes; riding and walk-behind mowers; golf course equipment; utility vehicles; landscape and irrigation equipment; and other outdoor power products.
 
The construction and forestry segment manufactures and distributes a broad range of machines and service parts used in construction, earthmoving, material handling and timber harvesting — including backhoe loaders; crawler dozers and loaders; four-wheel-drive loaders; excavators; motor graders; articulated dump trucks; landscape loaders; skid-steer loaders; and log skidders, feller bunchers, loaders, forwarders, harvesters and related attachments.
 
The products and services produced by the segments above are marketed primarily through independent retail dealer networks and major retail outlets.
 
The credit segment primarily finances sales and leases by John Deere dealers of new and used agricultural, commercial and consumer, and construction and forestry equipment. In addition, it provides wholesale financing to dealers of the foregoing equipment, provides operating loans and finances retail revolving charge accounts.
 
John Deere is also engaged in special technologies operations and provides managed health care plans. John Deere’s worldwide agricultural equipment; commercial and consumer equipment; construction and forestry; and special technologies operations are sometimes referred to as the “Equipment Operations.” The credit and health care operations are sometimes referred to as “Financial Services.”
 
Additional information is presented in the discussion of business segment and geographic area results on pages 16 and 17. The John Deere enterprise has manufactured agricultural machinery since 1837. The present Company was incorporated under the laws of Delaware in 1958.
 
Market Conditions and Outlook
 
Based on the market conditions outlined below, net equipment sales for the first quarter of 2003 are currently forecast to be up 20 to 25 percent from the same period last year, with company-wide net income from zero to $50 million. The Company expects equipment sales for the full year to be up 8 to 10 percent and enterprise net income to be in a range of $500 million to $600 million. This includes the favorable impact of approximately $53 million, after tax, from the first-quarter adoption of Financial Accounting Standards Board (FASB) Statement No. 142, Goodwill and Other Intangible Assets, eliminating goodwill expense.

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The Company’s yearly earnings estimate also includes higher pension and post-retirement benefit expense of between $250 million to $300 million pretax, as the Company is modifying its assumptions to reflect recent trends in medical inflation, interest rates and equity returns. This compares with an increase in that expense in 2002 of approximately $115 million, before special items.
 
Agricultural Equipment .  Although commodity prices softened this fall, they remain well above year-ago levels and are helping support positive fundamentals in the global farm sector. In the United States and Canada, however, machinery sales have continued to lag mainly due to dry-weather conditions and poor crop production in many key areas. In addition, while recently enacted legislation is generally supportive of higher farm income, some farmers are feeling near-term cash flow pressure due to the absence of emergency government payments. As a result, the Company believes that retail activity may be slow early in 2003 but will gather momentum in conjunction with spring planting and be higher for the year. In other areas, the Company’s sales in Western Europe are expected to grow in 2003 as the Company builds on last year’s strong response to newly introduced products and further increases its presence in this important region. The Company’s sales in Australia are expected to be down due to drought conditions, while South American sales are forecast to be about the same as last year due to the uncertain economic situation in Brazil. As a result of these factors, worldwide sales of John Deere agricultural equipment are forecast to be up about 8 percent for the year.
 
Commercial and Consumer Equipment .  Shipments of John Deere commercial and consumer equipment are projected to be up about 15 percent for the year. Supporting the improved outlook is a recent strengthening in retail activity as well as the expected success of the new 100-series line of John Deere lawn tractors that will be available in the spring. Because of the Company’s efforts in 2001 and 2002 to reduce field inventories, sales are also expected to benefit from producing more in line with retail demand.
 
Construction and Forestry.   The Company believes that construction equipment markets will continue to be pressured by lagging business investment and general weakness in sales to independent rental companies. Global forestry markets are expected to remain sluggish as well. In this environment, the Company’s sales of construction and forestry equipment are forecast to be up about 2 percent for the year. In May 2002, under a new marketing agreement with Hitachi Construction Machinery Co., Ltd., of Japan (Hitachi), the Company began distributing Hitachi brand construction equipment in the United States and Canada and mining equipment in all of the Americas. Excluding these sales from both years, the division sales are expected to decline approximately 2 percent.
 
Credit Operations.   Credit results for 2003 are expected to benefit from lower write-offs, growth in the loan portfolio and stable margins. On this basis, net income for the year is projected to increase more than 20 percent, to about $300 million.
 
2002 Consolidated Results Compared with 2001
 
The Company had net income in 2002 of $319 million, or $1.33 per share diluted ($1.34 basic), compared with a net loss of $64 million, or $.27 per share diluted ($.27 basic), in 2001. Special charges of $46 million, or $.18 per share diluted, in 2002 and $217 million, or $.91 per share diluted, in 2001, had a negative impact on the results for both years. These charges were related to the costs of closing and restructuring certain facilities in both years and a voluntary early-retirement program last year. Excluding these costs, income in 2002 more than doubled to $365 million, or $1.51 per share diluted, compared with income of $153 million, or $.64 per share diluted, in 2001. Better price realization as well as the favorable impact of the Company’s broad-based cost and expense reduction initiatives were the primary drivers of the improved results in 2002. In addition, favorable customer response to new products contributed to achieving higher sales and more efficient production levels. These factors, in conjunction with a $323 million reduction in trade receivables

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and inventories helped generate consolidated cash flow from operations of $1.9 billion for the year, well above 2001 levels. Net sales and revenues were $13,947 million in 2002, compared to $13,293 million in 2001. Net sales of the Equipment Operations were $11,703 million this year compared to $11,077 million last year.
 
The Company’s Equipment Operations, which exclude the Financial Services operations, had net income of $78 million in 2002, compared to a net loss of $238 million in 2001. Before special items, the income was $124 million in this year compared to a loss of $23 million last year. Income before special items increased primarily due to improved price realization, cost and expense reductions, higher sales of agricultural and commercial and consumer equipment, and the absence of losses from the Homelite consumer products business, which was sold. In addition, the 2002 results benefited from lower interest expense. Partially offsetting these factors were the compensation to credit for financing trade receivables, higher new product start-up costs, and costs associated with Nortrax, Inc., a venture involved in the ownership and development of several construction equipment dealer locations. Also having a negative effect were higher postretirement benefit costs, lower production and sales from core construction and forestry operations in Davenport and Dubuque, Iowa, and a higher tax rate.
 
Net income of the Company’s Financial Services operations in 2002 was $262 million, compared to $192 million in 2001. Additional credit operations information is presented on pages 17, 20 and 21. Health care premiums and fees and related health care claims and costs increased this year, compared to last year, primarily from increases in enrollment, premium increases and medical cost inflation.
 
EQUIPMENT OPERATIONS
 
Agricultural Equipment
 
Sales of agricultural equipment, particularly in the United States and Canada, are affected by total farm cash receipts, which reflect levels of farm commodity prices, acreage planted, crop yields and government payments. Sales are also influenced by general economic conditions, farm land prices, farmers’ debt levels, interest rates, agricultural trends and the levels of costs associated with farming. Weather and climatic conditions can also affect buying decisions of equipment purchasers.
 
Innovations to machinery and technology also influence buying. For example, larger, more productive equipment is well accepted where farmers are striving for more efficiency in their operations. The Company has developed a comprehensive agricultural management systems approach using advanced technology and global satellite positioning that should enable farmers to better control input costs and yields and to improve environmental management.
 
Large, cost-efficient, highly-mechanized agricultural operations account for an important share of worldwide farm output. The large-size agricultural equipment used on such farms has been particularly important to John Deere. A large proportion of the Equipment Operations’ total agricultural equipment sales in the United States is comprised of tractors over 100 horsepower, self-propelled combines, self-propelled cotton pickers and self-propelled forage harvesters.
 
Seasonality .  Seasonal patterns in retail demand for agricultural equipment result in substantial variations in the volume and mix of products sold to retail customers during various times of the year. Seasonal demand must be estimated in advance, and equipment must be manufactured in anticipation of such demand in order to achieve efficient utilization of manpower and facilities throughout the year. For certain equipment, the Company offers early order discounts to retail customers. Production schedules are based, in part, on these early order programs. The Equipment Operations incur substantial seasonal indebtedness with related interest expense to finance production and inventory of equipment. The Equipment Operations also incur costs to finance sales to dealers in advance of seasonal demand. The Equipment Operations often encourage early

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retail sales decisions for both new and used equipment, by waiving retail finance charges or offering low-rate financing, during off-season periods and in early order promotions.
 
An important part of the competition within the agricultural equipment industry during the past decade has come from a diverse variety of short-line and specialty manufacturers with differing manufacturing and marketing methods. Because of industry conditions, especially the merger of certain large integrated competitors, the agricultural equipment business continues to undergo significant change and may become more competitive.
 
Commercial and Consumer Equipment
 
John Deere commercial and consumer equipment includes rear-engine riding mowers, front-engine lawn tractors, lawn and garden tractors, compact utility tractors, utility tractors, front mowers and small utility vehicles. A broad line of associated implements for mowing, tilling, snow and debris handling, aerating, and many other residential, commercial, golf and sports turf care applications are also included. The product line also includes walk-behind mowers and other outdoor power products. Retail sales of commercial and consumer equipment products are influenced by weather conditions, consumer spending patterns and general economic conditions.
 
The division sells walk-behind mowers in Europe under the SABO brand name and commercial mowing equipment under the Roberine brand name. The division also builds products for sale by mass retailers. Since 1999, the Company has built products for sale through The Home Depot stores.
 
John Deere Landscapes, Inc., a unit of the division, distributes irrigation equipment, nursery products and landscape supplies primarily to landscape service professionals.
 
In 2002, the segment announced a realignment of its manufacturing operations in order to improve asset utilization and lower costs. As part of this effort, the Company closed facilities in Williamsburg, Virginia, and Jeffersonville, Indiana, and streamlined operations at its facility in Horicon, Wisconsin. The Williamsburg production of Gator ® Utility Vehicles was moved to the Company’s facilities in Welland, Ontario, and Fuquay-Varina, North Carolina, where some of the Gator ® Utility Vehicle line had been produced, and to the Horicon facility. The Jeffersonville production of Great Dane TM commercial mowing equipment was moved to the Company’s primary turf care equipment plant in Fuquay-Varina, North Carolina. In 2001, the segment announced plans to exit the consumer handheld products business. Affected by this decision were consumer products operations in the southeastern United States and Mexico. The company sold its hand-held consumer products operations in Chihuahua, Mexico and other United States facilities related to this business. See Note 2 to the Consolidated Financial Statements for more information on the restructuring costs and employee reductions for the segment.
 
In addition to the equipment manufactured by the commercial and consumer division, John Deere purchases certain products from other manufacturers for resale.
 
Construction and Forestry
 
John Deere construction, earthmoving, material handling and forestry equipment includes a broad range of backhoe loaders, crawler dozers and loaders, four-wheel-drive loaders, excavators, motor graders, articulated dump trucks, landscape loaders, skid-steer loaders, log skidders, log feller bunchers, log loaders, log forwarders, log harvesters, and a variety of attachments.
 
Today, this segment provides sizes of equipment that compete for over 90 percent of the estimated total North American market for those categories of construction, earthmoving and material handling

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equipment in which it competes. These construction, earthmoving and material handling machines are distributed under the Deere brand name. This segment also provides the most complete line of forestry machines and attachments available in the world. These forestry machines and attachments are distributed under both the Deere and Timberjack brand names. In addition to the equipment manufactured by the Construction and Forestry division, John Deere purchases certain products from other manufacturers for resale.
 
The prevailing levels of residential, commercial and public construction and the condition of the forest products industry influence retail sales of John Deere construction, earthmoving, material handling and forestry equipment. General economic conditions, the level of interest rates and certain commodity prices such as those applicable to pulp, paper and saw logs also influence sales.
 
The Company and Hitachi have a joint venture for the manufacture of hydraulic excavators and track log loaders in the United States and Canada. Beginning in May 2002, the Company began distributing Hitachi brands of construction and mining equipment in North, Central and South America. As part of the new arrangement, sales formerly split between the Company and Hitachi are now reported solely by the Company. The Company also has supply agreements with Hitachi under which a range of construction, earthmoving, material handling and forestry products manufactured by John Deere in the United States, Canada, Sweden, Finland and New Zealand are distributed by Hitachi in Japan and other Far East markets.
 
The division has a number of initiatives in the rent-to-rent, or short-term rental, market for construction, earthmoving and material handling equipment. These include specially designed rental programs for John Deere dealers, expanded cooperation with major national equipment rental companies and direct participation in the rent-to-rent market through the Company’s minority ownership in Sunstate Equipment Co., LLC and majority ownership of Shanghai Deere Rental Equipment Co. Ltd. in China.
 
The Company also has a minority ownership interest in Nortrax Inc., a venture involved in the ownership and development of several Deere construction-equipment dealers. Nortrax Inc. is, among other things, an authorized John Deere dealer for construction, earthmoving, material handling and forestry equipment in a variety of markets in North America.
 
In 2002, the Company completed the transfer of the engineering, production and marketing of its skid-steer loader product line from its facility in Loudon, Tennessee, to the Company’s factory in Dubuque, Iowa. In 2001, the Company also announced plans to reduce manufacturing and marketing costs in the construction and forestry segment. These plans included employee separations and the closing or sale of certain forestry equipment operations. See Note 2 to the Consolidated Financial Statement for more information on the restructuring costs and employee reductions for the segment.
 
Engineering and Research
 
John Deere makes large expenditures for engineering and research to improve the quality and performance of its products, and to develop new products. Such expenditures were $528 million, or 4.5 percent of net sales of equipment in 2002, $590 million, or 5.3 percent in 2001 and $542 million, or 4.9 percent in 2000.
 
Manufacturing
 
Manufacturing Plants .  In the United States and Canada, the Equipment Operations own and operate 23 factory locations and lease and operate another location, which contain approximately 29.9 million square feet of floor space. Of these 24 factories, ten are devoted primarily to agricultural equipment, five to commercial and consumer equipment, two to non-forestry construction equipment, one to engines, two to hydraulic and power train components, one to special technology equipment and three to forestry equipment.

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Overseas, the Equipment Operations own and operate: agricultural equipment factories in France, Germany, Mexico, The Netherlands, Brazil and South Africa (a factory in Argentina ceased operations on October 31, 2002); engine factories in Argentina, France and Mexico; a component factory in Spain; commercial and consumer equipment factories in Germany and The Netherlands; and forestry equipment factories in Finland, Sweden and New Zealand. These overseas factories contain approximately 10.6 million square feet of floor space. The Equipment Operations also have financial interests in other manufacturing organizations, which include agricultural equipment manufacturers in China, India and the United States, an industrial truck manufacturer in South Africa and the Hitachi joint venture that builds hydraulic excavators and track log loaders in the United States and Canada.
 
John Deere’s facilities are well maintained, in good operating condition and are suitable for their present purposes. These facilities, together with planned capital expenditures, are expected to meet John Deere’s manufacturing needs in the foreseeable future.
 
Capacity is adequate to satisfy anticipated retail demand. The Equipment Operations’ manufacturing strategy involves the implementation of appropriate levels of technology and automation to allow manufacturing processes to remain viable at varying production levels. Operations are also designed to be flexible enough to accommodate the product design changes required to meet market conditions. Common manufacturing facilities and techniques are employed in the production of components for agricultural, commercial and consumer and construction and forestry equipment.
 
In order to utilize manufacturing facilities and technology more effectively, the Equipment Operations pursue continuous improvements in manufacturing processes. These include steps to streamline manufacturing processes and enhance customer responsiveness. The Company has implemented flexible assembly lines that can handle a wider product mix and deliver products at the times when dealers and customers require them. Additionally, considerable effort is being directed to manufacturing cost reduction through process improvement, product design, advanced manufacturing technology, enhanced environmental management systems, supply management and compensation incentives related to productivity and organizational structure. The Equipment Operations also pursue external sales of selected parts and components that can be manufactured and supplied to third parties on a competitive basis .
 
Capital Expenditures.   The agricultural equipment, commercial and consumer equipment and construction and forestry operations’ capital expenditures totaled $351 million in 2002, compared with $480 million in 2001 and $399 million in 2000. Provisions for depreciation applicable to these operations’ property, plant and equipment during these years were $296 million, $295 million and $280 million, respectively. Capital expenditures for these operations in 2003 are currently estimated to approximate $430 million. The 2003 expenditures will be primarily related to the modernization and restructuring of key manufacturing facilities and will also be related to the development of new products. Future levels of capital expenditures will depend on business conditions.
 
Patents and Trademarks
 
John Deere owns a significant number of patents, licenses and trademarks which have been obtained over a period of years. The Company believes that, in the aggregate, the rights under these patents, licenses and trademarks are generally important to its operations, but does not consider that any patent, license, trademark or related group of them (other than its house trademarks) is of material importance in relation to John Deere’s business.
 
Marketing
 
In the United States and Canada, the Equipment Operations, excluding certain consumer product lines, distribute equipment and service parts through the following facilities (collectively called sales branches):

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one agricultural equipment sales and administration office supported by seven agricultural equipment sales branches; one construction, earthmoving, material handling and forestry equipment sales and administration office; and one commercial and consumer equipment sales and administration office.
 
In addition, the Equipment Operations operate a centralized parts distribution warehouse in coordination with several regional parts depots in the United States and Canada and have an agreement with a third party to operate a high-volume parts warehouse in Indiana.
 
The sales branches in the United States and Canada market John Deere products at approximately 3,200 dealer locations, most of which are independently owned. Of these, approximately 1,600 sell agricultural equipment, while 569 sell construction, earthmoving, material handling and/or forestry equipment. Nortrax Inc., an entity in which the Company has a minority interest, owns some of the 569. Commercial and consumer equipment is sold by most John Deere agricultural equipment dealers, a few construction, earthmoving, material handling and forestry equipment dealers, and about 1,030 commercial and consumer equipment dealers, many of whom also handle competitive brands and dissimilar lines of products. In addition, certain lawn and garden product lines are sold through various general and mass merchandisers, including The Home Depot.
 
Outside North America, John Deere agricultural equipment is sold to distributors and dealers for resale in over 160 countries. Sales branches are located in Germany, France, Italy, Russia, Spain, Switzerland, the United Kingdom, South Africa, Mexico, Brazil, Argentina, Uruguay, Australia and Hong Kong. Export sales branches are located in Europe and the United States. Associated companies doing business in China also sell John Deere agricultural equipment. Commercial and consumer equipment sales overseas occur primarily in Europe and Australia. Outside the United States and Canada, construction, earthmoving, material handling and forestry equipment is sold to distributors and dealers primarily by sales offices located in the United States, Singapore and Finland. Some of these dealers are independently owned while the Company owns others.
 
Trade Accounts and Notes Receivable
 
Trade accounts and notes receivable arise from sales of goods to dealers. To further align its capital structure and incentives with its goals to reduce asset intensity, in the fourth quarter of 2002, Financial Services began purchasing from the Equipment Operations trade receivable portfolios originated in Europe. In 2003, Financial Services anticipates continuing to purchase trade receivable portfolios originated in Europe. These European trade receivables are expected to total the equivalent of about $300 million to $500 million. This move mirrors a similar arrangement in the United States that the Company announced last year. A significant portion of newly originated trade receivables from these European countries will be sold to Financial Services on an ongoing basis. The Equipment Operations will compensate Financial Services at market rates of interest for these receivables. Additional information appears in Notes 1 and 8 to the Consolidated Financial Statements.
 
Special Technologies Group
 
The Special Technologies Group (STG) consists of four operating units that offer a range of electronic, wireless-communication, information-system and Internet-related products and services to the Company and outside customers. STG’s purpose is to integrate advanced technology into John Deere equipment and to make such advancements directly available to customers through a variety of business relationships and ventures. One STG unit, Phoenix International, makes electronic devices that control and monitor a variety of mobile-equipment functions. Another, AGRIS Corporation, is the world’s leading supplier of information-management systems for agribusinesses. NavCom develops systems for tracking the exact position of vehicles, and for transmitting data to and from vehicles on the move. John Deere Information Systems provides information-technology products and services to John Deere dealers.

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FINANCIAL SERVICES
 
Credit Operations
 
United States and Canada .  The Company’s credit subsidiaries (collectively referred to as the Credit Companies) primarily provide and administer financing for retail purchases from John Deere dealers of new equipment manufactured by the Company’s agricultural equipment, commercial and consumer equipment, and construction and forestry divisions and used equipment taken in trade for this equipment. Deere & Company and John Deere Construction & Forestry Company are referred to as the “sales companies.” John Deere Capital Corporation (Capital Corporation), a United States credit subsidiary, purchases retail installment sales and loan contracts (retail notes) from the sales companies. These retail notes are acquired by the sales companies through John Deere retail dealers in the United States. John Deere Credit Inc., a Canadian credit subsidiary, purchases and finances retail notes acquired by John Deere Limited, the Company’s Canadian sales branch. The terms of retail notes and the basis on which the Credit Companies acquire retail notes from the sales companies are governed by agreements with the sales companies. The Credit Companies also finance and service revolving charge accounts, in most cases acquired from and offered through merchants in the agricultural, commercial and consumer and construction and forestry markets (revolving charge accounts). Further, the Credit Companies finance and service operating loans, in most cases acquired from and offered through farm input providers, and provide insured international export financing generally involving John Deere products (operating loans). Additionally, the Credit Companies provide wholesale financing for inventories of John Deere engines and John Deere agricultural, commercial and consumer, and construction and forestry equipment owned by dealers of those products (wholesale notes).
 
Retail notes acquired by the sales companies are immediately sold to the Credit Companies. The Equipment Operations are the Credit Companies’ major source of business, but many retail purchasers of John Deere products finance their purchases outside the John Deere organization.
 
The Credit Companies offer retail leases to equipment users in the United States. A small number of leases are executed with units of local government. Leases are usually written for periods of two to five years, and frequently contain an option permitting the customer to purchase the equipment at the end of the lease term. Retail leases are also offered in a generally similar manner to customers in Canada through John Deere Credit Inc. and John Deere Limited.
 
The Credit Companies’ terms for financing equipment retail sales (other than smaller items financed with unsecured revolving charge accounts) provide for retention of a security interest in the equipment financed. The Credit Companies’ guidelines for minimum down payments, which vary with the types of equipment and repayment provisions, are generally not less than 20 percent on agricultural and construction and forestry equipment and 10 percent on lawn and grounds care equipment used for personal use. Finance charges are sometimes waived for specified periods or reduced on certain John Deere products sold or leased in advance of the season of use or in other sales promotions. The Credit Companies generally receive compensation from the sales companies equal to a competitive interest rate for periods during which finance charges are waived or reduced on the retail notes or leases. The cost is accounted for as a deduction in arriving at net sales by the Equipment Operations.
 
The Company has an agreement with the Capital Corporation to make income maintenance payments to the Capital Corporation such that its ratio of earnings before fixed charges to fixed charges is not less than 1.05 to 1 for any fiscal quarter. For 2002 and 2001, the Capital Corporation’s ratios were 1.97 to 1 and 1.53 to 1, respectively. The Company has also committed to continue to own at least 51 percent of the voting shares of capital stock of the Capital Corporation and to maintain the Capital Corporation’s consolidated tangible net worth at not less than $50 million. The Company’s obligations to make payments to the Capital Corporation under the agreement are independent of whether the Capital Corporation is in default on its

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indebtedness, obligations or other liabilities. Further, the Company’s obligations under the agreement are not measured by the amount of the Capital Corporation’s indebtedness, obligations or other liabilities. The Company’s obligations to make payments under this agreement are expressly stated not to be a guaranty of any specific indebtedness, obligation or liability of the Capital Corporation and are enforceable only by or in the name of the Capital Corporation. No payments were necessary under this agreement in 2001 or 2002.
 
Overseas . The Credit Companies offer equipment financing products in Argentina, Australia, Brazil, Finland, France (through a joint venture), Germany, Italy (through a cooperation agreement), Luxembourg, Mexico, New Zealand, Spain, Sweden and the United Kingdom. Retail sales financing outside of the United States and Canada is affected by a diversity of customs and regulations.
 
Additional information on the Credit Companies appears on pages 17, 20 and 21.
 
Health Care
 
In 1985, the Company formed John Deere Health Care, Inc. to commercialize the Company’s expertise in the field of health care, which had been developed from efforts to manage its own health care costs. John Deere Health currently provides health management programs and related administrative services, through its health maintenance organization subsidiary, John Deere Health Plan, Inc., for companies located in Illinois, Iowa, Tennessee and Virginia. At October 31, 2002, approximately 516,000 individuals were enrolled in these programs, of which approximately 71,000 were John Deere employees, retirees and their dependents.
 
ENVIRONMENTAL MATTERS
 
The Company is subject to a wide variety of state, federal and international environmental laws, rules and regulations. These laws, rules and regulations may affect the way the Company conducts its operations, and failure to comply with these regulations could lead to fines and other penalties. The Company is also involved in the evaluation and clean-up of a limited number of sites that it owns. Management does not expect that these matters will have a material adverse effect on the consolidated financial position or results of operations of the Company. With respect to recently acquired properties, the Company cannot be certain that it has identified all adverse environmental conditions. The Company expects that it will acquire additional properties in the future.
 
EMPLOYEES
 
At October 31, 2002, John Deere had approximately 43,000 full-time employees, including approximately 26,900 employees in the United States and Canada. From time to time, John Deere also retains consultants, independent contractors, and temporary and part-time workers. Unions are certified as bargaining agents for approximately 40% percent of John Deere’s United States employees. Most of the Company’s United States production and maintenance workers are covered by a collective bargaining agreement with the United Auto Workers (UAW), with an expiration date of September 30, 2003.
 
The majority of employees at John Deere manufacturing facilities in Canada and overseas are also represented by unions.
 
EXECUTIVE OFFICERS OF THE REGISTRANT
 
Following are the names and ages of the executive officers of the Company, their positions with the Company and summaries of their backgrounds and business experience. All executive officers are elected or appointed by the Board of Directors and hold office until the annual meeting of the Board of Directors following the annual meeting of stockholders in each year.

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Name, age and office (at December 1, 2002),
and year elected to office

  
Principal occupation during last five years other
than office of the Company currently held

Robert W. Lane
  
53
  
Chairman, President
and Chief Executive Officer
  
2000
  
2000 President and Chief Executive Officer; 1999-2000 Division President, 1998-99 Senior Vice President, Ag Division, and Managing Director, Region II (Europe, Africa and the Middle East); 1996-98 Senior Vice President and Chief Financial Officer
Samuel R. Allen*
  
49
  
Senior Vice President
  
2001
  
1999-2001 Vice President Region I (Latin America, the Far East, Australia and South Africa); 1998 Manager, Worldwide Engine Manufacturing Operations; 1995-98 Manager, Engine Manufacturing Operations
David C. Everitt
  
50
  
Division President
  
2001
  
1999-2000 Senior Vice President, Region II (Europe, Africa and the Middle East); 1998-99 Vice President, Region I (Latin America, the Far East, Australia and South Africa)
James R. Jenkins
  
57
  
Senior Vice President and General Counsel
  
2000
  
1999 and prior, Vice President, Secretary and General Counsel, Dow Corning
John J. Jenkins*
  
57
  
Division President
  
2000
  
1997-2000 President, John Deere Health Care; 1999-2000 also Executive Sponsor, SAP**
Nathan J. Jones
  
46
  
Senior Vice President and Chief Financial Officer
  
1998
  
1995-98 Vice President and Treasurer
Pierre E. Leroy
  
54
  
Division President
  
1996
  
Has held this position for the last five years
H. J. Markley
  
52
  
Division President
  
2001
  
2000-01 Senior Vice President, Worldwide Human Resources; 1996-2000 Senior Vice President, Construction Division
Michael P. Orr*
  
55
  
Division President
  
1997
  
Has held this position for the last five years
David M. Purvis
  
51
  
Senior Vice President and Chief Technology Officer
  
2001
  
2000 and prior Vice President, Technology and Engineering, Allied Signal/Honeywell
 
*Effective on January 1, 2003, Michael P. Orr is retiring as President, Financial Services Division, Samuel R. Allen will become President, Global Financial Services and Corporate Human Resources and John J. Jenkins will assume responsibility for John Deere Health.
 
**SAP is a supplier of enterprise resource planning software
 
ITEM 2. PROPERTIES.
 
See “Manufacturing” in Item 1.
 
The Equipment Operations own 15 facilities housing sales branches, one centralized parts depot, regional parts depots, transfer houses and warehouses throughout the United States and Canada. These facilities contain approximately 5.2 million square feet of floor space. The Equipment Operations also own and occupy buildings housing sales branches, one centralized parts depot and regional parts depots in Australia, Brazil, Europe and New Zealand. These facilities contain approximately 1.0 million square feet of floor space.
 
Deere & Company administrative offices, research facilities and certain facilities for health care activities, all of which are owned by John Deere, together contain about 2.4 million square feet of floor space and miscellaneous other facilities total .6 million square feet.

10


 
Overall, the Company owns approximately 49.6 million square feet of facilities and leases additional square feet in various locations.
 
ITEM 3. LEGAL PROCEEDINGS.
 
The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to product liability (including asbestos-related liability), retail credit, software licensing, patent and trademark matters. Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes these unresolved legal actions will not have a material effect on its financial statements.
 
The Company is involved in an administrative proceeding with the California Air Resources Board regarding a small engine emissions problem caused by manufacturing and distribution errors. In resolving this matter, the Company paid a fine of $100,000 and provided (at a cost of approximately $136,000) an exchange program to remove old, pre-regulation handheld products from use in California.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
None.
 
PART II

 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
The Company’s common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Frankfurt (Germany) Stock Exchange. See the information concerning quoted prices of the Company’s common stock and the number of stockholders in the second table and the sentence following it, and the data on dividends declared and paid per share in the first table, under the caption “Supplemental Information (Unaudited)” in Note 28 to the Consolidated Financial Statements .
 
ITEM 6. SELECTED FINANCIAL DATA.
 
Financial Summary
 
(Millions of dollars except per share amounts)

  
2002*

  
2001*

    
2000

  
1999

  
1998

For the Year Ended October 31:
                                    
Total net sales and revenues
  
$
13,947
  
$
13,293
 
  
$
13,137
  
$
11,751
  
$
13,822
Net income (loss)
  
$
319
  
$
(64
)
  
$
486
  
$
239
  
$
1,021
Net income (loss) per share—basic
  
$
1.34
  
$
(.27
)
  
$
2.07
  
$
1.03
  
$
4.20
Net income (loss) per share—diluted
  
$
1.33
  
$
(.27
)
  
$
2.06
  
$
1.02
  
$
4.16
Dividends declared per share
  
$
.88
  
$
.88
 
  
$
.88
  
$
.88
  
$
.88
At October 31:
                                    
Total assets
  
$
23,768
  
$
22,663
 
  
$
20,469
  
$
17,578
  
$
18,002
Long-term borrowings
  
$
8,950
  
$
6,561
 
  
$
4,764
  
$
3,806
  
$
2,792
 
*In 2002 and 2001, the Company had special charges of $46 million, or $.18 per share, and $217 million, or $.91 per share, respectively, related to costs of closing and restructuring certain facilities in both years

11


 
and a voluntary early-retirement program in 2001.
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
See the information under the caption “Management’s Discussion and Analysis” on pages 16 through 23.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
The Company is exposed to a variety of market risks, including interest rates and currency exchange rates. The Company attempts to actively manage these risks. See the information under “Management’s Discussion and Analysis” on pages 22 and 23.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
See the consolidated financial statements and notes thereto and supplementary data on pages 24 through 47.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL                DISCLOSURE.
 
Not applicable.
 
PART III

 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
The information regarding directors in the proxy statement dated January 16, 2003 (proxy statement), under the captions “Election of Directors” and “Directors Continuing in Office,” is incorporated herein by reference. Information regarding executive officers is presented in Item 1 of this report under the caption “Executive Officers of the Registrant.”
 
ITEM 11. EXECUTIVE COMPENSATION.
 
The information in the proxy statement under the captions “Compensation of Executive Officers” and “Compensation of Directors” is incorporated herein by reference.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED                  STOCKHOLDER MATTERS.
 
(a)
 
Securities authorized for issuance under equity compensation plans.
 
Equity compensation plan information in the proxy statement, under the caption “Equity Compensation Plan Information,” is incorporated herein by reference.
 
(b)
 
Security ownership of certain beneficial owners.
 
The information on the security ownership of certain beneficial owners in the proxy statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

12


 
(c)
 
Security ownership of management.
 
The information on shares of common stock of the Company beneficially owned by, and under option to (i) each director, (ii) certain named executive officers and (iii) the directors and officers as a group, contained in the proxy statement under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Compensation of Executive Officers-Summary Compensation Table” and “Compensation of Executive Officers-Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values” is incorporated herein by reference.
 
(d)
 
Change in control.
 
None.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
The information in the proxy statement under the caption “Certain Business Relationships” is incorporated herein by reference.
 
ITEM 14. CONTROLS AND PROCEDURES
 
(a)
 
Evaluation of disclosure controls and procedures.
 
The Company’s principal executive officer and its principal financial officer, after an evaluation on December 13, 2002, have concluded that, as of such date, the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities. “Disclosure controls and procedures” are defined in Exchange Act Rules 13a-14(c) and 15d-14(c).
 
(b)
 
Changes in internal controls.
 
There were no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s disclosure controls and procedures subsequent to the date of their evaluation.
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 
         
Page
(a) (1)
  
Financial Statements
    
    
Statement of Consolidated Income for the years ended
October 31, 2002, 2001, and 2000
  
24
    
Consolidated Balance Sheet, October 31, 2002 and 2001
  
25
    
Statement of Consolidated Cash Flows for the years ended
October 31, 2002, 2001 and 2000
  
26
    
Statement of Changes in Consolidated Stockholders’ Equity
for the years ended October 31, 2000, 2001 and 2002
  
27
    
Notes to Consolidated Financial Statements
  
28
 

13


 
(a) (2)   Schedule to Consolidated Financial Statements
 
Schedule II - Valuation and Qualifying Accounts for the years ended
    
October 31, 2002, 2001 and 2000  
  
54
 
(a) (3)   Exhibits
 
See the “Index to Exhibits” on pages 55 through 57 of this report.
 
Certain instruments relating to long-term borrowings, constituting less than 10 percent of registrant’s total assets, are not filed as exhibits herewith pursuant to Item 601(b)4(iii)(A) of Regulation S-K. Registrant agrees to file copies of such
instruments upon request of the Commission.
 
(b)         Reports on Form 8-K
 
Date of Report

 
Item

 
Financial Statements

August 6, 2002
 
Item 9                                                 
 
None
August 13, 2002
 
Items 5 &7                                         
 
Earnings release of the Company
September 3, 2002
 
Item 9
 
None
September 10, 2002
 
Item 9
 
None
October 2, 2002
 
Item 9
 
None
 
Financial Statement Schedules Omitted
 
The following schedules for the Company and consolidated subsidiaries are omitted because of the absence of the conditions under which they are required: I, III, IV and V.

14


 
 
 
(THIS PAGE INTENTIONALLY LEFT BLANK.)
 
 
 

15


 
MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS FOR THE YEARS ENDED OCTOBER 31, 2002, 2001 AND 2000

Deere & Company and its subsidiaries manufacture, distribute and finance a full line of agricultural equipment; a variety of commercial and consumer equipment; a broad range of equipment for construction and forestry; and other technological products and services. The company also provides credit services and managed health care plans. Additional information on the structure of these operations and the business segments is presented in Notes 1 and 27 to the consolidated financial statements.
 
2002 COMPARED WITH 2001

CONSOLIDATED RESULTS
 
Worldwide net income in 2002 was $319 million, or $1.33 per share diluted ($1.34 basic), compared with a net loss of $64 million, or $.27 per share diluted ($.27 basic), in 2001. Special charges of $46 million, or $.18 per share diluted, in 2002 and $217 million, or $.91 per share diluted, in 2001, had a negative impact on the results for the respective years. These charges were related to the costs of closing and restructuring certain facilities in both years and a voluntary early-retirement program last year (see Note 2). Excluding these costs, income in 2002 more than doubled to $365 million, or $1.51 per share diluted, compared with income of $153 million, or $.64 per share diluted, in 2001. Better price realization as well as the favorable impact of the company’s broad-based cost and expense reduction initiatives were the primary drivers of the improved results in 2002. In addition, favorable customer response to new products contributed to achieving higher sales and more efficient production levels. These factors, in conjunction with a $323 million reduction in trade receivables and inventories helped generate consolidated cash flow from operations of $1.9 billion for the year, well above 2001 levels.
 
Net sales and revenues increased 5 percent to $13,947 million in 2002, compared with $13,293 million in 2001, primarily due to higher net sales. Net sales of the Equipment Operations increased 6 percent in 2002 to $11,703 million from $11,077 million last year. The sales increase reflected higher overseas sales of agricultural equipment, especially in Europe, the impact of acquisitions net of divestitures and higher sales of commercial and consumer equipment. Sales were down for construction and forestry equipment (excluding acquisitions) and also for agricultural equipment in the United States and Canada. Overseas sales rose by 19 percent in 2002 due to higher agricultural equipment sales mainly in Europe. Without the effect of foreign exchange rate changes, overseas sales would have been up 18 percent for the year.
 
Worldwide Equipment Operations, which exclude the Financial Services operations, had an operating profit of $401 million in 2002, compared with an operating loss of $46 million in 2001. Excluding costs of the special items noted above, the Equipment Operations had an operating profit of $473 million in 2002, compared to $295 million in 2001. Excluding special items, operating profit increased primarily due to improved price realization, cost and expense reductions, higher sales of agricultural and commercial and consumer equipment, and the absence of losses from the Homelite consumer products business, which was sold. Partially offsetting these factors were the compensation to credit for financing trade receivables (see Note l), higher new product start-up costs, and costs associated with Nortrax, a venture involved in the ownership and development of several construction equipment dealer locations. Also having a negative impact on this year’s results were higher postretirement benefit costs, before special items, as well as lower sales and production volumes at core construction and forestry manufacturing facilities in Dubuque and Davenport, Iowa.
 
The Equipment Operations’ net income was $78 million in 2002, compared with a net loss of $238 million in 2001 (see Note 29). Before special items, the income was $124 million in 2002, compared with a loss of $23 million in 2001. The same operating factors mentioned above affected these results. In addition, the 2002 results benefited from lower interest expense, while a higher tax rate had a negative effect.
 
Net income of the company’s Financial Services operations in 2002 was $262 million, compared with $192 million in 2001 (see Note 29). The increase was primarily due to the income earned on the trade receivables financed by the credit operations, increased gains on the sales of retail notes and improved interest rate spreads. Additional information is presented in the following discussion of the credit operations. Health care premiums and fees and related health care claims and costs increased this year, compared to last year, primarily from increases in enrollment, premium increases and medical cost inflation.
 
The cost of sales to net sales ratio for 2002 was 82.0 percent, compared to 84.6 percent last year. Before special items, the ratio was 81.4 percent this year, compared to 82.3 percent last year. The decrease in the ratio excluding special items was primarily due to the higher level of production and improved price realization, partially offset by higher costs related to new product start-up, Nortrax and postretirement benefits.
 
        Research and development expenses decreased this year, compared to last year when the company was introducing an unprecedented number of new products. Interest expense decreased this year due primarily to lower average borrowing rates. Other operating expenses increased this year, primarily as a result of losses from the Argentine operations related to the peso devaluation. Other income increased, compared to last year, primarily due to increased gains from sales of retail notes and the receipt of fire insurance settlements.
 
BUSINESS SEGMENT AND GEOGRAPHIC AREA RESULTS
 
The following discussion of operating results by reportable segment and geographic area relates to information in Note 27. Operating profit is income before external interest expense, foreign exchange gains or losses, income taxes and corporate expenses. However, operating profit of the credit segment includes the effect of interest expense and foreign exchange gains or losses.
 
Worldwide Agricultural Equipment Operations
 
The agricultural equipment segment had an operating profit of $439 million in 2002, compared with $257 million in 2001. Excluding the costs of special items, the operating profit was $451 million in 2002, compared with $354 million in 2001. Net sales increased 7 percent this year due to higher overseas sales, especially in Europe, where a record number of new products were introduced last fall. Partially offsetting the increase were lower United States and Canada sales for the year.

16


 

 
The operating profit improvement before special items was primarily due to improved price realization and higher sales and production volumes, as well as cost and expense reductions. Partially offsetting these factors were the compensation to credit for financing trade receivables and higher postretirement benefit costs. In addition, the 2002 results were negatively affected by higher new product start-up costs. Reflecting the segment’s commitment to more-disciplined asset management, company-owned and field inventory levels were down $120 million for the year in spite of the impact of stronger foreign currency exchange rates.
 
Worldwide Commercial and Consumer Equipment Operations
 
The commercial and consumer equipment segment had an operating profit of $79 million, compared with an operating loss of $165 million in 2001. Excluding the costs of special items, the operating profit was $103 million in 2002, compared with an operating loss of $5 million in 2001. Net sales increased 7 percent for the year or 6 percent without acquisitions and divestitures.
 
The operating profit improvement before special items was mainly due to the absence of losses from Homelite, higher sales, lower sales incentive costs, lower expenses and the receipt of fire insurance settlements. Partially offsetting these factors was the compensation to credit for financing trade receivables. Company-owned and field inventory reductions totaled $204 million for the year.
 
Worldwide Construction and Forestry Operations
 
The construction and forestry segment had an operating loss of $75 million in 2002, compared with an operating loss of $83 million in 2001. Excluding the costs of special items, the operating loss was $48 million in 2002, compared with break-even results in 2001. Sales decreased 1 percent for the year. Excluding the impact of acquisitions, sales decreased 6 percent. Production volumes at core facilities were down 8 percent for the year.
 
The deterioration in operating results before special items was primarily due to higher sales incentive costs, higher costs related to the investment in Nortrax, and the lower sales and production volumes from core operations. Also having a negative impact on this year’s results were higher postretirement benefit costs. Partially offsetting these factors were cost and expense reductions.
 
Worldwide Credit Operations
 
The operating profit of the credit operations was $386 million in 2002, compared with $274 million in 2001. Excluding the costs of special items, operating profit was $277 million in 2001. Operating profit in 2002 was higher than in 2001 due primarily to income earned on trade receivables, increased gains on sales of retail notes and improved interest rate spreads, partially offset by an increase in the provision for credit losses and losses related to the peso devaluation in Argentina. Total revenues of the credit operations increased 9 percent in 2002, primarily reflecting the intercompany interest compensation received from the Equipment Operations related to trade receivables financed (see Note 1). The average balance of receivables and leases financed was 22 percent higher in 2002, compared with 2001, primarily due to the trade receivables mentioned above. A decrease in average borrowing rates in 2002 resulted in a 16 percent decrease in interest expense, compared with 2001. The credit operations’ ratio of earnings to fixed charges was 1.85 to 1 in 2002, compared to 1.51 to 1 in 2001.
 
Worldwide Other Operations
 
The company’s other operations had an operating loss of $12 million in 2002, compared with $31 million last year. Excluding the costs of special items, the operating loss was $3 million in 2002, compared with $30 million in 2001. Results for both years were adversely affected by costs related to the development of new products and goodwill amortization of the special technologies operations. The decreased loss in 2002 was primarily due to cost and expense reductions in the technologies businesses and improved results of the health care operations mainly due to larger enrollment.
 
United States and Canada Equipment Operations
 
The United States and Canada equipment operations had an operating profit of $170 million in 2002, compared with an operating loss of $164 million in 2001. Excluding the costs of special items, the operating profit was $231 million, compared with $168 million last year. The increase before special items was primarily due to improved price realization, lower costs and expenses, the absence of losses from Homelite, higher sales of commercial and consumer equipment and the receipt of fire insurance settlements. Partially offsetting these items were the compensation to the credit operations for financing trade receivables, higher postretirement benefit costs, lower sales and production volumes at construction and forestry core facilities, and higher costs related to the Nortrax investment. Sales increased 1 percent in 2002 while the physical volume of sales decreased 3 percent, compared to 2001.
 
Overseas Equipment Operations
 
The overseas equipment operations had an operating profit of $231 million in 2002, compared with $118 million in 2001. Excluding the costs of special items, the operating profit was $242 million in 2002, compared with $127 million last year. The increase was primarily due to higher sales and production volumes driven by favorable customer response to new products, especially in Europe. Lower expenses also benefited results. Partially offsetting these factors were higher start-up costs. Overseas sales were 19 percent higher than last year, while the physical volume of sales increased 14 percent in 2002, compared with 2001.
 
MARKET CONDITIONS AND OUTLOOK
 
Based on the market conditions outlined below, net equipment sales for the first quarter of 2003 are currently forecast to be up 20 to 25 percent from the same period last year, with company-wide net income from zero to $50 million. The company expects equipment sales for the full year to be up 8 to 10 percent and enterprise net income to be in a range of $500 million to $600 million. This includes the favorable impact of approximately $53 million, after-tax, from the first-quarter adoption of Financial Accounting Standards Board (FASB) Statement No. 142, Goodwill and Other Intangible Assets, eliminating goodwill expense.

17


 

 
The company’s yearly earnings estimate also includes higher pension and postretirement benefit expense of between $250 million to $300 million pretax, as the company is modifying its assumptions to reflect recent trends in medical inflation, interest rates and equity returns.This compares with an increase in that expense in 2002 of approximately $115 million, before special items.
 
Agricultural Equipment: Although commodity prices softened this fall, they remain well above year-ago levels and are helping support positive fundamentals in the global farm sector. In the United States and Canada, however, machinery sales have continued to lag mainly due to dry weather conditions and poor crop production in many key areas. In addition, while recently enacted legislation is generally supportive of higher farm income, some farmers are feeling near term cash flow pressure due to the absence of emergency government payments. As a result, the company believes that retail activity may be slow early in 2003 but will gather momentum in conjunction with spring planting and be higher for the year. In other areas, the company’s sales in Western Europe are expected to grow in 2003 as the company builds on last year’s strong response to newly introduced products and further increases its presence in this important region.
 
The company’s sales in Australia are expected to be down due to drought conditions, while South American sales are forecast to be about the same as last year due to the uncertain economic situation in Brazil. As a result of these factors, worldwide sales of John Deere agricultural equipment are forecast to be up about 8 percent for the year.
 
Commercial and Consumer Equipment: Shipments of John Deere commercial and consumer equipment are projected to be up about 15 percent for the year. Supporting the improved outlook is a recent strengthening in retail activity as well as the expected success of the new 100-series line of John Deere lawn tractors that will be available in the spring. Because of the company’s efforts in 2001 and 2002 to reduce field inventories, sales are also expected to benefit from producing more in line with retail demand.
 
Construction and Forestry: The company believes that construction equipment markets will continue to be pressured by lagging business investment and general weakness in sales to independent rental companies. Global forestry markets are expected to remain sluggish as well. In this environment, the company’s sales of construction and forestry equipment are forecast to be up about 2 percent for the year. In May 2002, under a new marketing agreement with Hitachi Construction Machinery Co., Ltd., the company began distributing Hitachi brand construction equipment in the United States and Canada and mining equipment in the Americas. Excluding these sales from both years, the segment’s sales are expected to decline approximately 2 percent.
 
Credit Operations: Credit results for 2003 are expected to benefit from lower write-offs, growth in the loan portfolio and stable margins. On this basis, net income for the year is projected to increase more than 20 percent, to about $300 million.
 
FASB STATEMENT NO. 142
 
In June 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible Assets, which requires goodwill related to acquisitions after June 30, 2001 to not be amortized and only written down for impairments. Upon adoption of Statement No. 142, the same accounting requirements will apply to goodwill related to acquisitions prior to June 30, 2001. The Company will adopt this Statement in the first quarter of fiscal 2003. In 2002, the Company had goodwill amortization of $58 million pretax and $53 million after-tax. Except for the discontinuance of the amortization of goodwill, the company does not expect the adoption of this statement to have a material effect on the company’s financial position or net income (see Note 1).
 
SAFE HARBOR STATEMENT
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements under “Market Conditions and Outlook,” and other statements herein that relate to future operating periods are subject to important risks and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect particular lines of business, while others could affect all of the company’s businesses.
 
Forward looking statements involve certain factors that are subject to change, including for the company’s agricultural equipment segment the many interrelated factors that affect farmers’ confidence, including worldwide demand for agricultural products, world grain stocks, prices realized for commodities and livestock, weather conditions, government farm programs, animal diseases, crop pests and harvest yields. Factors that are particularly important to the company’s outlook for this segment include prices realized by farmers for their crops and livestock, which in turn are strongly impacted by weather and soil conditions and the level of farm product exports, as well as the level of payments under United States government farm programs and political and economic developments in Brazil and other South American countries. Further outbreaks of “mad cow” or “foot-and-mouth” disease could also adversely affect livestock and feed prices. Concerns pertaining to genetically modified organisms, or GMOs, may affect farm exports. The success of the fall harvest and the prices realized by farmers for their crops especially affect retail sales of agricultural equipment in the winter.
 
Factors affecting the company’s outlook for its commercial and consumer equipment business include general economic conditions in the United States, consumer confidence, consumer borrowing patterns and weather conditions. Another important assumption is continued consumer acceptance of the company’s new products. Sales of commercial and consumer equipment during the winter are also affected by the amount and timing of snowfall.
 
The number of housing starts is especially important to sales of the company’s construction equipment. The results of the company’s construction and forestry segment are also impacted by levels of public construction and non-residential construction. Prices for pulp, lumber and structural panels are important to sales of forestry equipment.

18



All of the company’s businesses are affected by general economic conditions in and the political stability of global markets in which the company operates (including Brazil, Argentina and other South American countries), monetary and fiscal policies of various countries, actions by the United States Federal Reserve Board and other central banks, actions by the United States Securities and Exchange Commission and other regulatory bodies, actions by rating agencies, capital market disruptions, investor sentiment, inflation and deflation rates, interest rate levels and currency exchange rates; customer borrowing and repayment practices, and the number of customer loan delinquencies and defaults; actions of competitors in the various industries in which the company competes, particularly price discounting; dealer practices especially as to levels of new and used field inventories; production and technological difficulties, including capacity and supply constraints; energy prices and supplies; labor relations; changes to accounting standards; the effects of terrorism and the response thereto; wars and other international conflicts; and legislation affecting the sectors in which the company operates. Company results are also affected by significant changes in health care costs and in market values of investment assets which impact pension expenses.
 
The company’s outlook is based upon assumptions relating to the factors described above, which are sometimes based upon estimates and data prepared by government agencies. Such estimates and data are often revised. The company, however, undertakes no obligation to update or revise its outlook, whether as a result of new developments or otherwise. Further information concerning the company and its businesses, including factors that potentially could materially affect the company’s financial results, is included in other filings with the Securities and Exchange Commission.
 
2001 COMPARED WITH 2000

CONSOLIDATED RESULTS
 
The company had a net loss in 2001 of $64 million, or $.27 per share diluted ($.27 basic). Affecting the results in 2001 were charges of $217 million, or $.91 per share diluted, related to early-retirement programs, the decision to exit the hand-held consumer products business and the restructuring of certain construction and forestry manufacturing and marketing operations (see Note 2). Excluding these special items, income for 2001 was $153 million, or $.64 per share diluted, compared with net income of $486 million, or $2.06 per share diluted ($2.07 basic), in 2000. In addition, results for 2001 were negatively affected by weakness in the company’s major markets and by deep production cutbacks, particularly during the fourth quarter, aimed at achieving more efficient asset levels.
 
Net sales and revenues increased 1 percent to $13,293 million in 2001, compared with $13,137 million in 2000, due to higher Financial Services revenues. Net sales of the Equipment Operations decreased 1 percent in 2001 to $11,077 million from $11,169 million in 2000. Sales decreased primarily due to lower shipments of commercial and consumer equipment and construction and forestry equipment, as well as the impact of a stronger United States dollar. Partially offsetting these factors were higher sales of agricultural equipment and the inclusion of recent acquisitions. Compared with 2000, overseas sales increased by 2 percent for 2001, primarily due to higher agricultural equipment sales and the full-year inclusion of Timberjack, acquired in April 2000. Partially offsetting these factors were the impact of the stronger United States dollar and lower sales of commercial and consumer equipment and construction and forestry equipment (excluding Timberjack).
 
Worldwide Equipment Operations, which exclude the Financial Services operations and unconsolidated affiliates, had a net loss of $238 million in 2001. Excluding costs of the special items noted above, the Equipment Operations had a loss of $23 million, compared with net income of $311 million in 2000. Results without special items were adversely affected by the manufacturing inefficiencies resulting from lower production volumes of the commercial and consumer equipment and the construction and forestry segments, as well as fourth-quarter production cutbacks in the agricultural equipment segment. In addition, higher research and development costs and start-up costs associated with new products had a negative impact on the results. Also having an adverse effect were the stronger United States dollar, higher interest costs and a less favorable tax rate. Partially offsetting these items were lower pension and postretirement benefit costs. Trade receivables and inventories were also reduced by approximately $400 million in 2001, excluding acquisitions, with the bulk of the decline in the fourth quarter. The operating loss from Equipment Operations was $46 million in 2001. Before special items, the operating profit for 2001 was $295 million, compared to $693 million in 2000.
 
Net income of the company’s Financial Services operations in 2001 was $192 million, compared with $173 million in 2000. Finance and interest income increased in 2001, compared to the prior year, due to a larger average receivable and lease portfolio. Additional information is presented in the discussion of the credit operations. Health care premiums and fees and related health care claims and costs increased in 2001, compared to 2000, primarily from increases in enrollment.
 
Interest expense increased in 2001, compared to 2000, due primarily to higher average borrowings. Other operating expenses increased in 2001, primarily as a result of an increase in the depreciation of equipment on operating leases, write-offs of certain investments in 2001 and increased cost of services. Other income increased in 2001, compared to 2000, primarily due to increased sales of retail notes, increased service revenues and gains on the sales of certain property and equipment.
 
BUSINESS SEGMENT RESULTS
 
The agricultural equipment segment had an operating profit of $257 million in 2001. Excluding the costs of the early-retirement programs, the operating profit was $354 million, compared with $400 million in 2000. Net sales were 6 percent higher in 2001. As planned, this segment implemented deep production cutbacks during the fourth quarter of 2001 to achieve more efficient asset levels. Production of large tractors at the Waterloo manufacturing complex was shut down for six weeks in the quarter, while the output of combines, cotton pickers and other products were reduced as well. Factories in North America were idled more than one fourth of the available days in the quarter. Excluding the

19



special items noted above, the decrease in the operating profit in 2001 was primarily due to the lower sales and production volumes and related manufacturing inefficiencies during the fourth quarter, as well as start-up and other costs associated with the introduction of a record number of new products. Higher planned research and development costs and the stronger United States dollar also had a negative impact on the results. Partially offsetting these items were lower pension and other postretirement benefit costs, as well as higher sales in 2001.
 
The commercial and consumer equipment segment had an operating loss of $194 million in 2001. Excluding the costs related to the decision to exit the hand-held consumer products business and the early-retirement programs, the operating loss was $31 million, compared to an operating profit of $159 million in 2000. Net sales declined 10 percent in 2001 or 15 percent without acquisitions. The decreases were due to lower retail sales and further dealer inventory reductions facilitated by planned, deep production cuts. Overall production volumes were approximately 40 percent lower in the fourth quarter of 2001 than a year earlier. Before the previously mentioned special items, operating results declined due mainly to the impact of lower sales and production volumes and related manufacturing inefficiencies, in addition to start-up costs for new products and facilities.
 
The construction and forestry segment had an operating loss of $54 million in 2001. Excluding costs related to the restructuring of the marketing and manufacturing operations and the early-retirement programs, the operating profit was $26 million in 2001, compared to $191 million in 2000. Sales decreased 5 percent in 2001. Excluding Timberjack, sales declined 16 percent, due to the difficult retail sales environment. Sales to independent rental companies were down significantly due to extreme weakness in the rental sector. Operating results deteriorated primarily due to the lower production volumes and related manufacturing inefficiencies, higher sales incentive costs and higher losses from unconsolidated subsidiaries.
 
The operating profit of the credit operations was $274 million in 2001. Excluding early-retirement costs, operating profit was $277 million, compared with $254 million in 2000. Operating profit in 2001 was higher than in 2000 due primarily to higher earnings from a larger receivable and lease portfolio and improved interest rate spreads, partially offset by an increase in the provision for credit losses. Total revenues of the credit operations increased 9 percent in 2001, reflecting the larger average portfolio, compared with 2000. The average balance of receivables and leases financed was 12 percent higher in 2001, compared with 2000. An increase in average borrowings in 2001 resulted in a 3 percent increase in interest expense, compared with 2000. The credit operations’ ratio of earnings to fixed charges was 1.51 to 1 in 2001, compared to 1.49 to 1 in 2000. Depreciation expense on operating leases also increased in 2001.
 
The company’s other operations had an operating loss of $31 million in 2001. Excluding early-retirement costs, the operating loss was $30 million, compared with an operating loss of $39 million in 2000. Results for both years was adversely affected by costs related to the development of new products and goodwill amortization of the special technologies operations. The decreased loss in 2001 was primarily due to lower costs for the development of new products in special technologies and improved results of the health care operations.
 
CAPITAL RESOURCES AND LIQUIDITY

The discussion of capital resources and liquidity has been organized to review separately, where appropriate, the company’s Equipment Operations, Financial Services operations and the consolidated totals.
 
EQUIPMENT OPERATIONS
 
The company’s equipment businesses are capital intensive and are subject to large seasonal variations in financing requirements for inventories and certain receivables from dealers. At 2001 fiscal year end, the Equipment Operations began selling most of its trade receivables to the company’s credit operations, which decreased the seasonal variations in financing requirements. To the extent necessary, funds provided from operations are supplemented by external borrowing sources.
 
In October 2001, the Equipment Operations in the United States sold $2.2 billion of trade receivables to Deere Capital, Inc. (DCI), a wholly-owned subsidiary included in the credit operations and continued to sell trade receivables to the credit operations on an ongoing basis in 2002. During the fourth quarter of 2002, the overseas Equipment Operations also began selling trade receivables to John Deere Finance S.A., a wholly-owned overseas subsidiary included in the credit operations (see Notes 1 and 26).
 
Cash provided by operating activities during 2002 was $1,388 million (see Note 29). The operating cash flows and $328 million increase in borrowings were used primarily to increase cash and cash equivalents by $1,331 million, fund purchases of property and equipment of $355 million and the payment of dividends to stockholders of $209 million.
 
Over the last three years, operating activities have provided an aggregate of $4,557 million in cash. In addition, borrowings increased $1,591 million. The aggregate amount of these cash flows was used mainly to fund purchases of property and equipment of $1,254 million, acquisitions of businesses for $959 million, an increase in the investment in Financial Services of $700 million and stockholders’ dividends of $621 million. Cash and cash equivalents also increased $3,200 million over the three-year period.
 
Trade receivables held by the Equipment Operations decreased by $141 million during 2002, primarily due to the overseas sales of trade receivables to the credit operations (see following consolidated discussion).
 
Inventories decreased by $134 million in 2002. Most of these inventories are valued on the last-in, first-out (LIFO) method. The ratios of inventories valued on an approximate current cost basis to the last 12 months’ cost of sales were 24 percent at October 31, 2002, compared to 27 percent at October 31, 2001.
 
Total interest-bearing debt of the Equipment Operations was $3,387 million at the end of 2002, compared with $2,984 million at the end of 2001 and $2,645 million at the end of 2000. The ratio of total debt to total capital (total interest-bearing debt and stockholders’ equity) at the end of 2002, 2001 and 2000 was 52 percent, 43 percent and 38 percent, respectively. However, due to the increase in cash and cash equivalents, the ratio at the end of

20



 
2002, 2001 and 2000 of net debt (interest-bearing debt less cash and cash equivalents) to total net debt and stockholders’ equity was zero, 18 percent and 32 percent, respectively.
 
During 2002, the Equipment Operations issued $700 million of 6.95% global notes due in 2014 and entered into interest rate swaps related to these notes, which swapped the fixed rate to a variable rate of approximately 2.8% at October 31, 2002. The Equipment Operations issued $8 million and retired $76 million of other long-term borrowings.
 
FINANCIAL SERVICES
 
The Financial Services’ credit operations rely on their ability to raise substantial amounts of funds to finance their receivable and lease portfolios. Their primary sources of funds for this purpose are a combination of borrowings and equity capital. Additionally, the credit operations periodically sell substantial amounts of retail notes.
 
Cash flows from the company’s Financial Services operating activities were $770 million in 2002 (see Note 29). Cash provided by investing activities totaled $59 million in 2002, primarily due to sales of receivables of $2,968 million, partially offset by receivable acquisitions exceeding collections by $2,869 million. The cash provided by operating and investing activities was used primarily to decrease total borrowings and pay dividends. Cash used by financing activities totaled $1,220 million in 2002, representing mainly a $1,990 million decrease in short-term borrowings, including borrowings from the Equipment Operations, and the payment of $400 million of dividends, partially offset by a $1,170 million increase in long-term borrowings. Cash and cash equivalents also decreased $398 million.
 
Over the past three years, the Financial Services operating activities have provided $2,122 million in cash. In addition, the sale of receivables of $5,674 million, an increase in borrowings of $3,827 million, the sale of equipment on operating leases of $1,216 million and a capital investment from the Equipment Operations of $700 million have provided cash inflows. These amounts have been used mainly to fund receivable and lease acquisitions, which exceeded collections by $12,677 million, and dividends of $437 million.
 
Receivables and leases decreased by $562 million in 2002, compared with 2001. Acquisition volumes of receivables and leases increased 42 percent in 2002, compared with 2001. The volumes of trade receivables, wholesale notes, operating loans, revolving charge accounts and retail notes increased approximately 200 percent, 25 percent, 16 percent, 11 percent and 1 percent, respectively. The credit operations also sold retail notes receiving proceeds of $2,968 million during 2002, compared with $1,728 million in 2001. At October 31, 2002 and 2001, net receivables and leases administered, which include receivables and leases previously sold but still administered, were $15,363 million and $14,950 million, respectively.
 
Trade receivables held by the credit operations decreased by $88 million in 2002 (see following consolidated discussion).
 
Total external interest-bearing debt of the credit operations was $10,001 million at the end of 2002, compared with $9,776 million at the end of 2001 and $7,878 million at the end of 2000. Total external borrowings have increased generally corresponding with the level of the receivable and lease portfolio, the level of cash and cash equivalents and the change in payables owed to the Equipment Operations. The credit subsidiaries’ ratio of total interest-bearing debt to total stockholder’s equity was 5.6 to 1 at the end of 2002, compared with 5.6 to 1 at the end of 2001 and 6.7 to 1 at the end of 2000.
 
During 2002, the credit operations issued $1,500 million of 7% global notes due in 2012 and entered into interest rate swaps related to these notes, which swapped the fixed rate to a variable rate of approximately 2.8% at October 31, 2002. In 2002, the credit operations also issued $500 million of 4.5% global notes due in 2007 and entered into interest rate swaps related to $450 million of these notes, which swapped the fixed rate to a variable rate of approximately 2.5% as of October 31, 2002. During 2002, the credit operations retired $300 million of 7% notes due in 2002. The credit operations issued $1,865 million and retired $2,395 million of other long-term borrowings, which were primarily medium-term notes.
 
In December 2002, the credit operations issued $300 million of 3.1% medium-term notes due in 2005 and entered into interest rate swaps related to $150 million of these notes, which swapped the fixed rate to a variable rate of 1.7% as of December 11, 2002.
 
CONSOLIDATED
 
Sources of liquidity for the company include cash and short-term investments, funds from operations, the issuance of commercial paper and term debt, the securitization and sale of retail notes, and committed and uncommitted, unsecured bank lines of credit.
 
To access public debt capital markets, the company relies on credit rating agencies to assign short-term and long-term credit ratings to the company’s securities as an indicator of credit quality for fixed income investors. A credit rating agency may change company ratings based on its assessment of the company’s current and future ability to meet interest and principal repayment obligations. Such rating changes may impact the availability and cost of funds.
 
The short-term and long-term debt ratings assigned to company securities by Moody’s Investors Service, Inc., Standard & Poor’s, Fitch Ratings and Dominion Bond Rating Service Limited are investment grade ratings. On May 28, 2002, Standard & Poor’s lowered the senior long-term rating of the company to “A-” from “A,” and the short-term rating to “A-2” from “A-1.” At the same time, Standard & Poor’s removed the ratings from CreditWatch, where they had been placed on March 11, 2002, and assigned a stable outlook. On May 24, 2002, Fitch Ratings affirmed the company’s “A” senior long-term and “FI” short-term ratings, while maintaining a negative rating outlook. On March 8, 2002, Dominion Bond Rating Service confirmed the company’s Canadian “R-1 (low)” short-term and “A” long-term ratings and placed a negative trend on the company’s Canadian long-term rating. On February 15, 2002, Moody’s Investors Service lowered the senior long-term rating of the company to “A-3” from “A-2,” and the short-term rating to “Prime-2” from “Prime-1.” Moody’s assigned a stable outlook as part of this rating action. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets.

21



 
The company expects to have sufficient sources of liquidity to meet its funding needs in both the Equipment Operations and Financial Services businesses. The company’s worldwide commercial paper outstanding at October 31, 2002 and 2001 was approximately $1.8 billion and $3.2 billion, respectively, while the total cash and short-term investment position was $2.8 billion and $1.0 billion, respectively. In addition, the company’s credit operations have for many years accessed diverse funding sources, including short- and long-term unsecured debt capital markets in the United States, Canada, Europe and Australia, as well as public and private securitization markets in the United States and Canada. In order to further enhance its liquidity profile, the company has decreased its commercial paper balances and increased its use of long-term debt since October 2001. Because of the multiple funding sources that have been and continue to be available to the company, the lowering of the company’s credit ratings has not had, and is not expected to have, a material impact on its ability to fund its operations and maintain its liquidity.
 
The company maintains unsecured lines of credit with various United States and foreign banks. The discussion in Note 16 provides further information.
 
Trade accounts and notes receivable arise from sales of goods to dealers. Trade receivables decreased by $189 million in 2002. Total worldwide agricultural equipment trade receivables decreased $70 million, commercial and consumer equipment receivables decreased $132 million, construction and forestry receivables increased $14 million and other equipment receivables decreased $1 million. The ratios of trade accounts and notes receivable at October 31 to fiscal year net sales were 23 percent in 2002, compared with 26 percent in 2001 and 28 percent in 2000. The collection period for trade receivables averages less than 12 months. The percentage of receivables outstanding for a period exceeding 12 months was 6 percent at October 31, 2002, compared with 11 percent at October 31, 2001 and 8 percent at October 31, 2000.
 
Stockholders’ equity was $3,163 million at October 31, 2002, compared with $3,992 million and $4,302 million at October 31, 2001 and 2000, respectively. The decrease of $829 million resulted primarily from a minimum pension liability adjustment of $1,016 million, dividends declared of $209 million and losses recorded in retained earnings of $32 million related to treasury stock transactions, partially offset by net income of $319 million, a decrease in treasury stock of $83 million and an unrealized gain on derivatives of $25 million. The minimum pension liability adjustment was recorded based on FASB Statement No. 87, Employers’ Accounting for Pensions, mainly due to a decrease in the market value of the pension assets. The treasury stock losses represent the difference between the cost of treasury shares and the proceeds from the issuance of these shares primarily for the exercise of employee stock options.
 
CRITICAL ACCOUNTING POLICIES

 
The preparation of the company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. Changes in estimates and assumptions in the policies below could have a significant effect on the financial statements.
 
Retirement Benefit Obligations
 
Pension and other postretirement benefit obligations are based on various assumptions used by the company’s actuaries in calculating these amounts. These assumptions include discount rates, health care cost trend rates, expected return on plan assets, compensation increases, retirement rates, mortality rates and other factors. Actual results that differ from the assumptions and changes in assumptions affect future expenses and obligations. For more information concerning these costs and obligations see Note 3.
 
Allowance for Credit Losses
 
The allowance for credit losses represents an estimate of the losses expected from the company’s receivable portfolio. The level of the allowance is based on many factors, including collection experience, economic conditions and credit risk quality. The adequacy of the allowance is assessed quarterly. Different assumptions or changes in economic conditions would result in changes to the credit allowance and the provision for credit losses.
 
Operating Lease Residual Values
 
The carrying value of equipment on operating leases is affected by the estimated fair values of the equipment at the end of the lease (residual values). Upon termination of the lease, the equipment is either purchased by the lessee or sold to a third party, in which case the company may record a gain or a loss for the difference between the estimated residual value and the sale price. The residual values are dependent on current economic conditions and are reviewed quarterly. Changes in residual value assumptions would affect the amount of depreciation expense and the amount of investment in equipment on operating leases.
 
FINANCIAL INSTRUMENT RISK INFORMATION

 
The company is naturally exposed to various interest rate and foreign currency risks. As a result, the company enters into derivative transactions to manage certain of these exposures that arise in the normal course of business and not for the purpose of creating speculative positions or trading. The company’s credit operations manage the relationship of the types and amounts of their funding sources to their receivable and lease portfolio in an effort to diminish risk due to interest rate and foreign currency fluctuations, while responding to favorable financing opportunities. Accordingly, from time to time, these operations enter into interest rate swap agreements to manage their interest rate exposure. The company also has foreign currency exposures at some of its foreign and domestic operations related to buying, selling and financing in currencies other than the local currencies. The company has entered into agreements related to the management of these currency transaction risks. The credit risk under these interest rate and foreign currency agreements is not considered to be significant. Additional detailed financial instrument information is included in Note 25.

22



 
Interest Rate Risk
 
Quarterly, the company uses a combination of cash flow models to assess the sensitivity of its financial instruments with interest rate exposure to changes in market interest rates. The models calculate the effect of adjusting interest rates as follows. Cash flows for financing receivables are discounted at the current prevailing rate for each receivable portfolio. Cash flows for borrowings are discounted at the treasury yield curve plus a market credit spread for similarly rated borrowers. Cash flows for interest rate swaps are projected and discounted using forecasted rates from the swap yield curve at the repricing dates. The net loss in these financial instruments’ fair values which would be caused by decreasing the interest rates by 10 percent from the market rates at October 31, 2002 and 2001 would have been approximately $35 million and $53 million, respectively.
 
Foreign Currency Risk
 
In the Equipment Operations, it is the company’s practice to hedge significant currency exposures. Worldwide foreign currency exposures are reviewed monthly. Based on the Equipment Operations anticipated and committed foreign currency cash inflows and outflows for the next twelve months and the foreign currency derivatives at year end, the company estimates that a hypothetical 10 percent strengthening of the United States dollar relative to all other currencies through 2003 would decrease the 2003 expected net cash inflows by $28 million. Similar assumptions and calculations indicated a potential $13 million adverse effect on the 2002 net cash inflows.
 
In the Financial Services operations, the company’s policy is to hedge the foreign currency risk if the currency of the borrowings does not match the currency of the receivable portfolio. As a result, a hypothetical 10 percent adverse change in the value of the United States dollar relative to all other foreign currencies would not have a material effect on the Financial Services cash flows.

23


 
D EERE & C OMPANY
STATEMENT OF CONSOLIDATED INCOME
For the Years Ended October 31, 2002, 2001 and 2000
(In millions of dollars except per share amounts)
 
    
2002

    
2001

    
2000

Net Sales and Revenues
                        
Net sales
  
$
11,702.8
 
  
$
11,077.4
 
  
$
11,168.6
Finance and interest income
  
 
1,339.2
 
  
 
1,445.2
 
  
 
1,321.3
Health care premiums and fees
  
 
636.0
 
  
 
585.0
 
  
 
473.7
Other income            
  
 
269.0
 
  
 
185.3
 
  
 
173.2
    


  


  

Total
  
 
13,947.0
 
  
 
13,292.9
 
  
 
13,136.8
    


  


  

Costs and Expenses
                        
Cost of sales
  
 
9,593.4
 
  
 
9,376.4
 
  
 
8,936.1
Research and development expenses
  
 
527.8
 
  
 
590.1
 
  
 
542.1
Selling, administrative and general expenses
  
 
1,657.3
 
  
 
1,716.8
 
  
 
1,504.9
Interest expense
  
 
637.1
 
  
 
765.7
 
  
 
676.5
Health care claims and costs
  
 
518.4
 
  
 
476.0
 
  
 
380.5
Other operating expenses
  
 
410.3
 
  
 
392.7
 
  
 
319.2
    


  


  

Total
  
 
13,344.3
 
  
 
13,317.7
 
  
 
12,359.3
    


  


  

Income (Loss) of Consolidated Group before Income Taxes
  
 
602.7
 
  
 
(24.8
)
  
 
777.5
Provision for income taxes
  
 
258.3
 
  
 
17.7
 
  
 
293.8
    


  


  

Income (Loss) of Consolidated Group
  
 
344.4
 
  
 
(42.5
)
  
 
483.7
    


  


  

Equity in Income (Loss) of Unconsolidated Affiliates
                        
Credit
  
 
(3.8
)
  
 
(3.3
)
  
 
.6
Other
  
 
(21.4
)
  
 
(18.2
)
  
 
1.2
    


  


  

Total
  
 
(25.2
)
  
 
(21.5
)
  
 
1.8
    


  


  

Net Income (Loss)
  
$
319.2
 
  
 
(64.0
)
  
$
485.5
    


  


  

Per Share Data
                        
Net income (loss) – basic
  
$
1.34
 
  
$
(.27
)
  
$
2.07
Net income (loss) – diluted
  
$
1.33
 
  
$
(.27
)
  
$
2.06
Dividends declared
  
$
.88
 
  
$
.88
 
  
$
.88
 
The notes to consolidated financial statements are an integral part of this statement.

24


 
D EERE & C OMPANY
CONSOLIDATED BALANCE SHEET
As of October 31, 2002 and 2001
(In millions of dollars except per share amounts)

    
2002

    
2001

 
ASSETS
                 
Cash and cash equivalents
  
$
2,814.9
 
  
$
1,030.0
 
Marketable securities
  
 
189.2
 
  
 
176.2
 
Receivables from unconsolidated affiliates
  
 
265.8
 
  
 
316.6
 
Trade accounts and notes receivable – net
  
 
2,733.6
 
  
 
2,922.5
 
Financing receivables – net
  
 
9,067.5
 
  
 
9,198.9
 
Other receivables
  
 
426.4
 
  
 
388.9
 
Equipment on operating leases – net
  
 
1,609.2
 
  
 
1,939.3
 
Inventories
  
 
1,371.8
 
  
 
1,505.7
 
Property and equipment – net
  
 
1,998.3
 
  
 
2,052.3
 
Investments in unconsolidated affiliates
  
 
180.6
 
  
 
198.4
 
Intangible assets – net
  
 
894.9
 
  
 
874.0
 
Prepaid pension costs
  
 
49.6
 
  
 
652.0
 
Other assets
  
 
582.1
 
  
 
420.8
 
Deferred income taxes
  
 
1,490.1
 
  
 
883.1
 
Deferred changes
  
 
94.0
 
  
 
104.4
 
    


  


Total assets
  
$
23,768.0
 
  
$
22,663.1
 
    


  


LIABILITIES AND STOCKHOLDERS’ EQUITY
                 
LIABILITIES
                 
Short-term borrowings
  
$
4,437.3
 
  
$
6,198.5
 
Payables to unconsolidated affiliates
  
 
64.0
 
  
 
16.6
 
Accounts payable and accrued expenses
  
 
3,142.2
 
  
 
3,097.1
 
Health care claims and reserves
  
 
92.8
 
  
 
100.3
 
Accrued taxes
  
 
87.4
 
  
 
44.1
 
Deferred income taxes
  
 
24.5
 
  
 
12.9
 
Long-term borrowings
  
 
8,950.4
 
  
 
6,560.7
 
Retirement benefit accruals and other liabilities
  
 
3,806.2
 
  
 
2,640.7
 
    


  


Total liabilities
  
 
20,604.8
 
  
 
18,670.9
 
    


  


STOCKHOLDERS’ EQUITY
                 
Common stock, $1 par value (authorized – 600,000,000 shares; issued – 268,215,602 shares in 2002 and 2001), at stated value
  
 
1,957.0
 
  
 
1,948.6
 
Common stock in treasury, 29,321,098 shares in 2002 and 30,883,879 shares in 2001, at cost
  
 
(1,322.2
)
  
 
(1,405.5
)
Unamortized restricted stock compensation
  
 
(17.8
)
  
 
(16.8
)
Retained earnings
  
 
3,912.6
 
  
 
3,834.8
 
    


  


Total
  
 
4,529.6
 
  
 
4,361.l
 
    


  


Minimum pension liability adjustment
  
 
(1,032.1
)
  
 
(16.2
)
Cumulative translation adjustment
  
 
(293.1
)
  
 
(285.5
)
Unrealized loss on derivatives
  
 
(47.0
)
  
 
(72.0
)
Unrealized gain on marketable securities
  
 
5.8
 
  
 
4.8
 
    


  


Accumulated other comprehensive income (loss)
  
 
(1,366.4
)
  
 
(368.9
)
    


  


Total stockholder’s equity
  
 
3,163.2
 
  
 
3,992.2
 
    


  


Total liabilities and stockholders’ equity
  
$
23,768.0
 
  
$
22,663.1
 
    


  



 
The notes to consolidated financial statements are an integral part of this statement.

25


 
D EERE & C OMPANY
STATEMENT OF CONSOLIDATED CASH FLOWS
For the Years Ended October 31, 2002, 2001 and 2000
(In millions of dollars)

    
2002

    
2001

    
2000

 
Cash Flows from Operating Activities
                          
Net income (loss)
  
$
319.2
 
  
$
(64.0
)
  
$
485.5
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                          
Provision for doubtful receivable
  
 
160.7
 
  
 
113.0
 
  
 
75.0
 
Provision for depreciation and amortization
  
 
725.3
 
  
 
718.3
 
  
 
647.9
 
Undistributed earnings of unconsolidated affiliates
  
 
22.7
 
  
 
19.5
 
  
 
(1.2
)
Credit for deferred income taxes
  
 
(1.2
)
  
 
(230.3
)
  
 
(132.9
)
Changes in assets and liabilities:
                          
Receivables
  
 
158.2
 
  
 
316.9
 
  
 
(53.8
)
Inventories
  
 
85.8
 
  
 
136.5
 
  
 
(184.0
)
Accounts payable and accrued expenses
  
 
144.0
 
  
 
40.7
 
  
 
540.0
 
Other
  
 
263.6
 
  
 
62.8
 
  
 
(296.5
)
    


  


  


Net cash provided by operating activities
  
 
1,878.3
 
  
 
1,113.4
 
  
 
1,080.0
 
    


  


  


Cash Flows from Investing Activities
                          
Collections of receivables
  
 
6,987.0
 
  
 
6,966.3
 
  
 
6,655.1
 
Proceeds from sales of financing receivables
  
 
2,967.8
 
  
 
1,728.0
 
  
 
978.3
 
Proceeds from maturities and sales of marketable securities
  
 
75.4
 
  
 
32.4
 
  
 
247.8
 
Proceeds from sales of equipment on operating leases
  
 
495.2
 
  
 
391.7
 
  
 
334.6
 
Proceeds from sale of a business
  
 
53.5
 
                 
Cost of receivables acquired
  
 
(9,955.3
)
  
 
(9,795.7
)
  
 
(9,126.5
)
Purchases of marketable securities
  
 
(87.8
)
  
 
(75.7
)
  
 
(61.9
)
Purchases of properly and equipment
  
 
(358.7
)
  
 
(491.0
)
  
 
(426.7
)
Cost of operating leases acquired
  
 
(487.9
)
  
 
(775.2
)
  
 
(939.9
)
Acquisitions of businesses, net of cash acquired
  
 
(19.0
)
  
 
(315.2
)
  
 
(643.3
)
Decrease (increase) in receivables from unconsolidated affiliates
  
 
14.8
 
  
 
(112.0
)
  
 
(135.2
)
Other
  
 
1.0
 
  
 
81.5
 
  
 
7.4
 
    


  


  


Net cash used for investing activities
  
 
(314.0
)
  
 
(2,364.9
)
  
 
(3,110.3
)
    


  


  


Cash Flows from Financing Activities
                          
Increase (decrease) in short-term borrowings
  
 
(1,413.2
)
  
 
(506.6
)
  
 
1,785.8
 
Proceeds from long-term borrowings
  
 
4,573.7
 
  
 
4,818.3
 
  
 
2,814.0
 
Principal payments on long-term borrowings
  
 
(2,771.0
)
  
 
(2,118.5
)
  
 
(2,377.4
)
Proceeds from issuance of common stock
  
 
48.0
 
  
 
17.8
 
  
 
15.9
 
Repurchases of common stock
  
 
(1.2
)
  
 
(1.3
)
  
 
(.6
)
Dividends paid
  
 
(208.9
)
  
 
(206.5
)
  
 
(206.0
)
Other
  
 
(1.5
)
  
 
(2.8
)
  
 
(1.3
)
    


  


  


Net cash provided by financing activities
  
 
225.9
 
  
 
2,000.4
 
  
 
2,030.4
 
    


  


  


Effect of Exchange Rate Changes on Cash
  
 
(5.3
)
  
 
(10.6
)
  
 
(3.9
)
    


  


  


Net Increase (Decrease) in Cash and Cash Equivalents
  
 
1,784.9
 
  
 
738.3
 
  
 
(3.8
)
Cash and Cash Equivalents at Beginning of Year
  
 
1,030.0
 
  
 
291.7
 
  
 
295.5
 
    


  


  


Cash and Cash Equivalents at End of Year
  
$
2,814.9
 
  
$
1,030.0
 
  
$
291.7
 
    


  


  


 

 
The notes to consolidated financial statements are an integral part of this statement.

26


 
D EERE & C OMPANY
STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY
For the Years Ended October 31, 2000, 2001 and 2002
(in millions of dollars)

 
    
Total
Equity

    
Common
Stock

  
Treasury
Stock

    
Unamortized Restricted
Stock*

    
Retained
Earnings

    
Other Comprehensive
Income (Loss)

 
Balance October 31, 1999
  
$
4,094.3
 
  
$
1,850.4
  
$
(1,469.4
)
  
$
(21.3
)
  
$
3,855.3
 
  
$
(120.7
)
    


                                          
Comprehensive income (loss)
                                                   
Net income
  
 
485.5
 
                           
 
485.5
 
        
Other comprehensive income (loss)
                                                   
Minimum pension liability adjustment
  
 
10.4
 
                                    
 
10.4
 
Cumulative translation adjustment
  
 
(115.0
)
                                    
 
(115.0
)
Unrealized loss on investments
  
 
(4.5
)
                                    
 
(4.5
)
    


                                          
Total comprehensive income
  
 
376.4
 
                                          
    


                                          
Repurchases of common stock
  
 
(.6
)
         
 
(.6
)
                          
Treasury shares reissued
  
 
31.0
 
         
 
31.0
 
                          
Dividends declared
  
 
(205.4
)
                           
 
(205.4
)
        
Other stockholder transactions
  
 
6.2
 
  
 
14.0
           
 
10.4
 
  
 
(18.2
)
        
    


  

  


  


  


  


Balance October 31, 2000
  
 
4,301.9
 
  
 
1,864.4
  
 
(1,439.0
)
  
 
(10.9
)
  
 
4,117.2
 
  
 
(229.8
)
    


                                          
Comprehensive income (loss)
                                                   
Net income (loss)
  
 
(64.0
)
                           
 
(64.0
)
        
Other comprehensive income (loss)
                                                   
Minimum pension liability adjustment
  
 
(7.7
)
                                    
 
(7.7
)
Cumulative translation adjustment
  
 
(63.1
)
                                    
 
(63.1
)
Unrealized loss on derivatives
  
 
(72.0
)
                                    
 
(72.0
)
Unrealized gain on investments
  
 
3.7
 
                                    
 
3.7
 
    


                                          
Total comprehensive income (loss)
  
 
(203.1
)
                                          
    


                                          
Repurchases of common stock
  
 
(1.3
)
         
 
(1.3
)
                          
Treasury shares reissued
  
 
34.8
 
         
 
34.8
 
                          
Dividends declared
  
 
(206.1
)
                           
 
(206.1
)
        
Acquisition of a business
  
 
80.5
 
  
 
80.5
                                   
Other stockholder transactions
  
 
(14.5
)
  
 
3.7
           
 
(5.9
)
  
 
(12.3
)
        
    


  

  


  


  


  


Balance October 31, 2001
  
 
3,992.2
 
  
 
1,948.6
  
 
(1,405.5
)
  
 
(16.8
)
  
 
3,834.8
 
  
 
(368.9
)
    


                                          
Comprehensive income (loss)
                                                   
Net income
  
 
319.2
 
                           
 
319.2
 
        
Other comprehensive income (loss)
                                                   
Minimum pension liability adjustment
  
 
(1,015.9
)
                                    
 
(1,015.9
)
Cumulative translation adjustment
  
 
(7.6
)
                                    
 
(7.6
)
Unrealized gain on derivatives
  
 
25.0
 
                                    
 
25.0
 
Unrealized gain on investments
  
 
1.0
 
                                    
 
1.0
 
    


                                          
Total comprehensive income (loss)
  
 
(678.3
)
                                          
    


                                          
Repurchases of common stock
  
 
(1.2
)
         
 
(1.2
)
                          
Treasury shares reissued
  
 
84.5
 
         
 
84.5
 
                          
Dividends declared
  
 
(209.3
)
                           
 
(209.3
)
        
Other stockholder transactions
  
 
(24.7
)
  
 
8.4
           
 
(1.0
)
  
 
(32.1
)
        
    


  

  


  


  


  


Balance October 31, 2002
  
$
3,163.2
 
  
$
1,957.0
  
$
(1,322.2
)
  
$
(17.8
)
  
$
3,912.6
 
  
$
(1,366.4
)
    


  

  


  


  


  



 
The notes to consolidated financial statements are an integral part of this statement.
 
*Unamortized restricted stock includes restricted stock issued at market price net of amortization to compensation expense.

27


 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following are significant accounting policies in addition to those included in other notes to the consolidated financial statements.
 
Principles of Consolidation
 
The consolidated financial statements represent the consolidation of all companies in which Deere & Company has a controlling interest. Deere & Company records its investment in each unconsolidated affiliated company (generally 20 to 50 percent ownership) at its related equity in the net assets of such affiliate. Other investments (less than 20 percent ownership) are recorded at cost. Consolidated retained earnings at October 31, 2002 include undistributed earnings of the unconsolidated affiliates of $27 million. Dividends from unconsolidated affiliates were $2 million in 2002, $2 million in 2001 and $3 million in 2000 (see Note 6).
 
Special purpose entities (SPEs) related to the sale and securitization of financing receivables are not consolidated since the company does not control these entities, and they either meet the requirements of qualified SPEs under Financial Accounting Standards Board (FASB) Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, or the company is not the primary beneficiary of the SPE (see Note 10).
 
Certain amounts for prior years have been reclassified to conform with 2002 financial statement presentations.
 
Structure of Operations
 
Certain information in the notes and related commentary are presented in a format which includes data grouped as follows:
 
Equipment Operations —These data include the company’s agricultural equipment, commercial and consumer equipment, construction and forestry, and special technologies operations with Financial Services reflected on the equity basis.
 
Financial Services —These data include the company’s credit and health care operations.
 
Consolidated —These data represent the consolidation of the Equipment Operations and Financial Services. References to “Deere & Company” or “the company” refer to the entire enterprise.
 
Use of Estimates in Financial Statements
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.
 
Revenue Recognition
 
Sales of equipment and service parts are recorded when title and all risk of ownership are transferred to the independent dealer based on the agreement in effect with the dealer. In the United States and most international locations, this transfer occurs when goods are shipped to the dealer. In Canada and some other international locations, certain goods are shipped to dealers on a consignment basis under which title and risk of ownership are not transferred to the dealer. Accordingly, sales are not recorded until a retail customer has purchased the goods. In all cases, when a sale is recorded by the company, no significant uncertainty exists surrounding the purchaser’s obligation to pay and no right of return exists. The company makes appropriate provisions based on experience for costs such as doubtful receivables, sales incentives and product warranty.
 
Financing revenue is recorded over the terms of the related receivables using the interest method. Income from operating leases is recognized on a straight-line basis over the scheduled lease terms. Health care premiums and fees are recognized as earned over the terms of the policies or contracts.
 
Impairment of Long-Lived Assets
 
The company evaluates the carrying value of long-lived assets (including property and equipment, goodwill and other intangible assets) when events and circumstances warrant such a review. If the carrying value of the long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of those assets to be held and used, or the fair market value less costs to sell for those assets to be sold.
 
Foreign Currency Translation
 
The functional currencies for most of the company’s foreign operations are their respective local currencies. The assets and liabilities of these operations are translated into United States dollars at the end of the period exchange rates, and the revenues and expenses are translated at weighted-average rates for the period. The gains or losses from these translations are included in other comprehensive income, which is part of stockholders’ equity. Gains or losses from transactions denominated in a currency other than the functional currency of the subsidiary involved are included in net income.
 
New Accounting Standards
 
In 2001, the company adopted Emerging Issues Task Force (EITF) Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs. The Task Force reached a consensus that all shipping and handling amounts billed to a customer in a sale transaction should be classified as revenue. Prior to adoption, the company offset the amounts billed to customers for shipping and handling with the related costs in costs of sales. The change increased sales and cost of sales in 2001 by $123 million, or 1 percent, with no effect on the company’s financial position or net income. It was not considered practical to reclassify prior years since this information is captured by many different computer systems around the world. The increase in sales and cost of sales by quarter for 2001 is included in Note 28.
 
The following FASB Statements have been issued, but not adopted by the company. In 2001, the FASB issued Statement No. 141, Business Combinations, and Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires the purchase method of accounting for all business combinations and eliminates the pooling of interests method effective June 30, 2001. Statement 142 requires goodwill related to acquisitions after June 30, 2001 not to be amortized and written down only for impairments. Upon adoption of this Statement, the same accounting will apply to goodwill related to acquisitions prior to June 30, 2001. The company will adopt Statement 142 in the first quarter of fiscal 2003. The company’s amortization of goodwill during fiscal year 2002 was $58 million pretax and $53 million after-tax. In 2001, the FASB issued Statement No. 143,

28


 

Accounting for Asset Retirement Obligations, which requires legal obligations associated with the retirement of long-lived assets to be recorded as increases in costs of the related assets. In 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This Statement retains the previous cash flow test for impairment and broadens the presentation of discontinued operations. In 2002, the FASB issued Statement No. 146, Accounting for the Costs Associated with Exit or Disposal Activities. Statement No. 146 requires companies to recognize liabilities and costs associated with exit or disposal activities initiated after December 31, 2002 when they are incurred, rather than when management commits to a plan to exit an activity. Except for the discontinuance of the amortization of goodwill, the company does not expect the adoption of these Statements to have a material effect on the company’s financial position or net income.
 
Significant Events
 
In October 2001, the Equipment Operations in the United States sold $2.2 billion of trade receivables to Deere Capital, Inc. (DCI), a wholly-owned Financial Services subsidiary of John Deere Capital Corporation. In 2002, these operations continued to sell a significant portion of newly originated trade receivables to the credit operations. During 2002, the overseas Equipment Operations also began selling certain trade receivables to John Deere Finance S.A., a wholly-owned overseas Financial Services subsidiary of the Capital Corporation. The Equipment Operations provided compensation to the credit operations at market rates of interest for these receivables during 2002. Although this arrangement had substantially no effect on consolidated net income, it did shift net income and operating profit from the Equipment Operations to the credit operations due to the compensation in 2002. Responsibility for servicing these receivables in the United States was also transferred to the credit operations.
 
2.
 
SPECIAL ITEMS

In 2002 and the fourth quarter of 2001, the company announced certain actions aimed at increasing efficiency and reducing costs. Following are tables of the reserves and liabilities required during these periods and descriptions of these actions.
 
2002
 
The reserves and liabilities for special items at October 31 in millions of dollars and the number of employees to be terminated were as follows:
 
    
Reserves and Liabilities
2001

  
Accruals and Adjustments

    
Liquidations and Payments

    
Reserves and Liabilities 2002

Property and equipment reserves
  
$
38
  
$
29
 
  
 
(33
)
  
$
34
Inventory reserves
  
 
33
  
 
5
 
  
 
(36
)
  
 
2
Termination benefits
  
 
24
  
 
12
 
  
 
(25
)
  
 
11
Contract terminations
  
 
27
  
 
12
 
  
 
(21
)
  
 
18
Warranties and product returns
  
 
16
  
 
(8
)
  
 
(7
)
  
 
1
Other costs
  
 
7
  
 
8
 
  
 
(3
)
  
 
12
    

  


  


  

Total
  
$
145
  
$
58
*
  
$
(125
)
  
$
78
    

  


  


  

    
 

2001

  
 

Additions

 

  
 

Terminations

 

  
 

2002

Employees to be terminated
  
 
1,000
  
 
900
**
  
 
(1700
)
  
 
200
 
*
 
In addition to these reserves and accruals, the company recognized $3 million of early-retirement benefits and $11 million of other non-accruable restructuring costs for a total of $72 million.
**
 
The decrease in the termination benefits liability is not proportional to the employees terminated since certain benefits related to past services are not paid immediately upon termination.

The costs for special items in 2002 totaled $72 million consisting of $71 million of cost of sales and $1 million of other expenses, as discussed below. The beginning liabilities and reserves shown above relate to special items shown in the following table for 2001.
 
        In 2002, the company’s commercial and consumer equipment segment announced plans to close facilities in Williamsburg, Virginia and Jeffersonville, Indiana and streamline operations at Horicon, Wisconsin. As a result of these actions, a cost of $38 million was recognized, partially offset set by $14 million of adjustments related to exiting the hand-held consumer products business (see following discussion for 2001). The net restructuring cost of $24 million consisted of property and equipment write-downs of $6 million, inventory write-downs of $1 million, contract terminations of $8 million, termination benefits of $3 million for approximately 200 employees and other costs of $6 million.
 
In 2002, the construction and forestry segment announced plans to close the Loudon, Tennessee factory and relocate the skid- steer loader production to its Dubuque, Iowa facility. Primarily as a result of this closure, a total cost of $27 million was recognized consisting of property and equipment write-downs of $14 million,

29



 
inventory write-downs of $1 million, contract terminations of $4 million, termination benefits of $4 million for approximately 400 employees and other costs of $4 million.
 
In 2002, the company’s agricultural equipment segment recognized $12 million of impairment and reorganization costs primarily in its Argentina operations consisting of property and equipment write-downs of $8 million, inventory write-downs of $2 million, termination benefits of $1 million for approximately 100 employees and other costs of $1 million. The company’s special technologies group recognized $9 million of costs primarily related to the closure of a facility in Springfield, Illinois and the restructuring of Agris Corporation. These costs consisted of termination benefits of $4 million for approximately 200 employees, property and equipment write-downs of $1 million, inventory write-downs of $1 million and other costs of $3 million.
 
2001
 
The reserves and liabilities for special items at October 31 in millions of dollars and the number of employees to be terminated were as follows:
 
      
Accruals
and
Adjustments

    
Liquidations
and
Payments

    
Reserves and
Liabilities
2001

Property and equipment reserves
    
$
38
             
$
38
Inventory reserves
    
 
33
             
 
33
Termination benefits
    
 
26
    
$
(2
)
  
 
24
Contract terminations
    
 
27
             
 
27
Warranties and product returns
    
 
16
             
 
16
Goodwill write-off
    
 
5
    
 
(5
)
      
Other costs
    
 
10
    
 
(3
)
  
 
7
      

    


  

Total
    
 
155
    
 
(10
)
  
 
145
Early-retirement benefits
    
 
189
             
 
189
      

    


  

Total
    
$
344
    
$
(10
)
  
$
334
      

    


  

 
    
2001

Employees to be terminated
  
1,000
 
*
 
In the fourth quarter of 2001, the company accrued voluntary early-retirement benefits based on acceptances to be paid from pension assets as pension payments are made.

The costs for special items in 2001 totaled $344 million consisting of $255 million of cost of sales and $89 million of selling, administrative and general expenses as discussed below.
 
In the fourth quarter of 2001, the company announced plans to exit the hand-held consumer products business included in the commercial and consumer equipment segment. Affected by this decision were consumer products operations and employees primarily in the southeastern United States and Mexico. The company sold its hand-held consumer products operations in Chihuahua, Mexico and other United States facilities related to this business. As a result, a total cost of $132 million was recognized consisting of $15 million for termination benefits for approximately 700 employees, contract terminations of $27 million, product warranties and returns of $16 million, impairment write-downs of $33 million for inventory and $35 million for property and equipment, and other costs of $6 million. The hand-held consumer products operations had revenues of $240 million and $235 million during 2001 and 2000, respectively. During the same periods, pretax operating losses were $72 million and $70 million, excluding the restructuring costs as discussed above.
 
In the fourth quarter of 2001, the company also announced plans to reduce manufacturing and marketing costs in the construction and forestry segment. These plans included employee separations, the closing or sale of certain forestry equipment operations in Bessemer, Alabama; Atlanta, Georgia; and Woodstock, Ontario. As a result, a total cost of $23 million was recognized consisting of $11 million for termination benefits for approximately 300 employees, a write-off of goodwill of $5 million, impairment write-downs of property and equipment of $3 million and other costs of $4 million.
 
        During the fourth quarter of 2001, the company also offered voluntary early-retirement programs primarily to certain United States employees whose age plus years of service equaled 80 or more by October 31, 2001. Based on acceptances received, the company recorded an expense of $189 million pretax for the cost of the special retirement benefits and related curtailment costs consisting of $132 million in cost of sales and $57 million in selling, administrative and general expenses. The voluntary early-retirement liability is being paid from the pension assets over the remaining lives of the retirees and dependents as pension payments are made (see Note 3).
 
3.
 
PENSION AND OTHER POSTRETIREMENT BENEFITS

The company has several defined benefit pension plans covering its United States employees and employees in certain foreign countries. The company also has several defined benefit health care and life insurance plans for retired employees in the United States and Canada.
 
The worldwide components of net periodic pension cost and the significant assumptions consisted of the following in millions of dollars and in percents:
 
    
2002

    
2001

    
2000

 
Pensions
                          
Service cost
  
$
107
 
  
$
113
 
  
$
106
 
Interest cost
  
 
448
 
  
 
424
 
  
 
414
 
Expected return on assets
  
 
(619
)
  
 
(603
)
  
 
(543
)
Amortization of actuarial (gain) loss
  
 
2
 
  
 
(9
)
  
 
1
 
Amortization of prior service cost
  
 
30
 
  
 
34
 
  
 
36
 
Amortization of net transition asset
  
 
(1
)
  
 
(9
)
  
 
(8
)
Special early-retirement benefits
  
 
3
 
  
 
135
 
        
Settlements/curtailments
  
 
6
 
           
 
7
 
    


  


  


Net cost (income)
  
$
(24
)
  
$
85
 
  
$
13
 
    


  


  


Weighted-average Assumptions
                          
Discount rates for obligations
  
 
6.7
%
  
 
7.2
%
  
 
7.4
%
Discount rates for expenses
  
 
7.2
%
  
 
7.4
%
  
 
7.4
%
Assumed rates of compensation increases
  
 
3.9
%
  
 
4.8
%
  
 
4.8
%
Expected long-term rates of return
  
 
9.7
%
  
 
9.7
%
  
 
9.7
%

30



 
The worldwide components of net periodic postretirement benefits cost and the significant assumptions consisted of the following in millions of dollars and in percents:
 
    
2002

    
2001

    
2000

 
Health Care and Life Insurance
                          
Service cost
  
$
83
 
  
$
69
 
  
$
70
 
Interest cost
  
 
224
 
  
 
192
 
  
 
189
 
Expected return on assets
  
 
(44
)
  
 
(54
)
  
 
(43
)
Amortization of actuarial loss
  
 
46
 
           
 
1
 
Amortization of prior service cost
  
 
(6
)
  
 
2
 
  
 
(3
)
Special early-retirement benefits
           
 
1
 
        
Settlements/curtailments
           
 
53
 
        
    


  


  


Net cost
  
$
303
 
  
$
263
 
  
$
214
 
    


  


  


Weighted-average Assumptions
                          
Discount rates for obligations
  
 
6.75
%
  
 
7.25
%
  
 
7.74
%
Discount rates for expenses
  
 
7.25
%
  
 
7.74
%
  
 
7.75
%
Expected long-term rates of return
  
 
9.7
%
  
 
9.7
%
  
 
9.7
%
 
The total special early-retirement benefits were $3 million in 2002 and $189 million in 2001, including curtailments (see Note 2).
 
The annual rates of increase in the per capita cost of covered health care benefits (the health care cost trend rates) used to determine 2002, 2001 and 2000 costs were assumed to be 5.0 percent for 2003 and all future years, 4.5 percent in 2002 and all future years and 4.5 percent for 2001 and all future years, respectively. The annual rates of increase in the per capita cost for the October 31, 2002 health care obligations were 9.0 percent for 2003, 7.0 percent for 2004 and 5.0 percent for all future years. An increase of one percentage point in the assumed health care cost trend rate would increase the accumulated postretirement benefit obligations at October 31, 2002 by $438 million and the aggregate of service and interest cost component of net periodic postretirement benefits cost for that year by $36 million. A decrease of one percentage point would decrease the obligations by $392 million and the cost by $32 million.
 
The expected long-term rate of return on plan assets reflects management’s expectations of long-term average rates of earnings on funds invested to provide for benefits included in the projected benefit obligations. The return is based on the outlook for inflation, fixed income returns and equity returns, while also considering the plans’ historical returns, its asset allocation and investment strategy, as well as the views of investment managers and other large pension plan sponsors. Although not a guarantee of future results, the average annual return of the company’s United States pension fund was 10.2 percent in the past ten years and 11.5 percent in the past 20 years. The expected long-term rate of return, which will be used beginning in fiscal year 2003, will be 8.5 percent for the United States plans. The discount rate assumption is based on investment yields available on AA rated long-term corporate bonds.
 
A worldwide reconciliation of the funded status of the benefit plans at October 31 in millions of dollars follows:
 
    
Pensions

    
Health Care and
Life Insurance

 
    
2002

    
2001

    
2002

    
2001

 
Change in benefit obligations
                                   
Beginning of year balance
  
$
(6,440
)
  
$
(5,873
)
  
$
(3,114
)
  
$
(2,612
)
Service cost
  
 
(107
)
  
 
(113
)
  
 
(83
)
  
 
(69
)
Interest cost
  
 
(448
)
  
 
(424
)
  
 
(224
)
  
 
(192
)
Actuarial loss
  
 
(293
)
  
 
(274
)
  
 
(882
)
  
 
(361
)
Benefits paid
  
 
474
 
  
 
391
 
  
 
195
 
  
 
173
 
Settlements/curtailments
  
 
4
 
  
 
3
 
           
 
(53
)
Special early-retirement benefits
  
 
(3
)
  
 
(135
)
           
 
(1
)
Foreign exchange and other
  
 
(27
)
  
 
(15
)
           
 
1
 
    


  


  


  


End of year balance
  
 
(6,840
)
  
 
(6,440
)
  
 
(4,108
)
  
 
(3,114
)
    


  


  


  


Change in plan assets (fair value)
                                   
Beginning of year balance
  
 
5,951
 
  
 
7,646
 
  
 
451
 
  
 
552
 
Actual return on plan assets
  
 
(481
)
  
 
(1,318
)
  
 
(41
)
  
 
(101
)
Employer contribution
  
 
33
 
  
 
21
 
  
 
195
 
  
 
173
 
Benefits paid
  
 
(474
)
  
 
(391
)
  
 
(195
)
  
 
(173
)
Foreign exchange and other
  
 
(5
)
  
 
(7
)
                 
    


  


  


  


End of year balance
  
 
5,024
 
  
 
5,951
 
  
 
410
 
  
 
451
 
    


  


  


  


Plan obligation more than plan assets
  
 
(1,816
)
  
 
(489
)
  
 
(3,698
)
  
 
(2,663
)
Unrecognized actuarial loss
  
 
1,975
 
  
 
593
 
  
 
1,518
 
  
 
598
 
Unrecognized prior service (credit) cost
  
 
90
 
  
 
118
 
  
 
(1
)
  
 
(8
)
Remaining unrecognized transition liability (asset)
  
 
1
 
  
 
(1
)
                 
    


  


  


  


Net amount recognized in the balance sheet
  
$
250
 
  
$
221
 
  
$
(2,181
)
  
$
(2,073
)
    


  


  


  


Amount recognized in balance sheet
                                   
Prepaid benefit cost
  
$
50
 
  
$
652
 
                 
Accrued benefit liability
  
 
(1,529
)
  
 
(473
)
  
$
(2,181
)
  
$
(2,073
)
Intangible asset
  
 
87
 
  
 
20
 
                 
Accumulated pretax charge to other comprehensive income
  
 
1,642
 
  
 
22
 
                 
    


  


  


  


Net amount recognized
  
$
250
 
  
$
221
 
  
$
(2,181
)
  
$
(2,073
)
    


  


  


  


 
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with the accumulated benefit obligations greater than plan assets at October 31, 2002 were $6,722 million, $6,375 million and $4,849 million, respectively, and at October 31, 2001 were $407 million, $366 million and $29 million, respectively.

31



 
4. INCOME TAXES

 
The provision for income taxes by taxing jurisdiction and by significant component consisted of the following in millions of dollars:
 
    
2002

    
2001

    
2000

 
Current:
                          
United States:
                          
Federal
  
$
145
 
  
$
96
 
  
$
264
 
State
  
 
1
 
  
 
8
 
  
 
26
 
Foreign
  
 
109
 
  
 
112
 
  
 
142
 
    


  


  


Total current
  
 
255
 
  
 
216
 
  
 
432
 
    


  


  


Deferred:
                          
United States:
                          
Federal
  
 
6
 
  
 
(171
)
  
 
(118
)
State
  
 
2
 
  
 
(17
)
  
 
(14
)
Foreign
  
 
(5
)
  
 
(10
)
  
 
(6
)
    


  


  


Total deferred
  
 
3
 
  
 
(198
)
  
 
(138
)
    


  


  


Provision for income taxes
  
$
258
 
  
$
18
 
  
$
294
 
    


  


  


 
Based upon location of the company’s operations, the consolidated income (loss) before income taxes in the United States in 2002, 2001 and 2000 was $327 million, $(227) million and $504 million, respectively, and in foreign countries was $276 million, $202 million and $274 million, respectively. Certain foreign operations are branches of Deere & Company and are, therefore, subject to United States as well as foreign income tax regulations. The pretax income by location and the preceding analysis of the income tax provision by taxing jurisdiction are, therefore, not directly related.
 
A comparison of the statutory and effective income tax provision and reasons for related differences in millions of dollars follow:
 
    
2002

    
2001

    
2000

 
United States federal income tax provision (credit) at a statutory rate of 35 percent
  
$
211
 
  
$
(9
)
  
$
272
 
Increase (decrease) resulting from:
                          
State and local income taxes, net of federal income tax benefit
  
 
2
 
  
 
(6
)
  
 
8
 
Taxes on foreign activities
  
 
(1
)
  
 
28
 
  
 
13
 
Benefit of Foreign Sales Corporation
           
 
(6
)
  
 
(8
)
Goodwill amortization
  
 
10
 
  
 
11
 
  
 
9
 
Nondeductible costs and other-net
  
 
36
 
                 
    


  


  


Provision for income taxes
  
$
258
 
  
$
18
 
  
$
294
 
    


  


  


 
At October 31, 2002, accumulated earnings in certain overseas subsidiaries totaled $574 million for which no provision for United States income taxes or foreign withholding taxes has been made, because it is expected that such earnings will be reinvested overseas indefinitely. Determination of the amount of unrecognized deferred tax liability on these unremitted earnings is not practical.
 
Deferred income taxes arise because there are certain items that are treated differently for financial accounting than for income tax reporting purposes. An analysis of the deferred income tax assets and liabilities at October 31 in millions of dollars follows:
 
    
2002

  
2001

    
Deferred
Tax
Assets

    
Deferred
Tax
Liabilities

  
Deferred
Tax
Assets

  
Deferred
Tax
Liabilities

Accrual for retirement and postemployment benefits
  
$
721
 
         
$
692
      
Minimum pension liability adjustment
  
 
612
 
         
 
8
      
Accrual for sales allowances
  
 
273
 
         
 
285
      
Tax over book depreciation
           
$
221
         
$
170
Deferred lease income
           
 
155
         
 
145
Deferred installment sales income
                         
 
106
Allowance for doubtful receivables
  
 
75
 
         
 
63
      
Accrual for vacation pay
  
 
54
 
         
 
51
      
Tax loss and tax credit carry forwards
  
 
47
 
         
 
47
      
Unrealized loss on derivatives
  
 
25
 
         
 
39
      
Other items
  
 
89
 
  
 
49
  
 
161
  
 
55
Less valuation allowance
  
 
(5
)
                    
    


  

  

  

Deferred income tax assets and liabilities
  
$
1,891
 
  
$
425
  
$
1,346
  
$
476
    


  

  

  

 
Deere & Company files a consolidated federal income tax return in the United States, which includes the wholly-owned Financial Services subsidiaries. These subsidiaries account for income taxes generally as if they filed separate income tax returns.
 
At October 31, 2002, certain tax loss and tax credit carryforwards for $47 million were available with $2 million expiring from 2006 through 2008 and $45 million with an unlimited expiration date.
 
5. OTHER INCOME AND OTHER OPERATING EXPENSES

 
The major components of other income and other operating expenses consisted of the following in millions of dollars:
 
    
2002

  
2001

  
2000

Other income
                    
Gains from sales of retail notes and leases*
  
$
81
  
$
32
  
$
24
Securitization and servicing fee income
  
 
50
  
 
30
  
 
31
Revenues from services
  
 
51
  
 
52
  
 
40
Investment income
  
 
12
  
 
12
  
 
18
Other**
  
 
75
  
 
59
  
 
60
    

  

  

Total
  
$
269
  
$
185
  
$
173
    

  

  

Other operating expenses
                    
Depreciation of equipment on operating leases
  
$
316
  
$
317
  
$
280
Cost of services
  
 
31
  
 
40
  
 
36
Other***
  
 
63
  
 
36
  
 
3
    

  

  

Total
  
$
410
  
$
393
  
$
319
    

  

  

 
*
 
Includes securitizations and other sales of retail notes and leases.
**
 
Includes fire insurance settlements in 2002.
***
 
Includes Argentine peso devaluation losses in 2002.

32



 
6. UNCONSOLIDATED AFFILIATED COMPANIES

 
Unconsolidated affiliated companies are companies in which Deere & Company generally owns 20 percent to 50 percent of the outstanding voting shares. Deere & Company does not control these companies and accounts for its investments in them on the equity basis. The investment in these companies primarily consist of Deere-Hitachi Construction Machinery Corporation (50 percent ownership), Nortrax Inc. (40-41 percent ownership), Bell Equipment Limited (32 percent ownership) and Sunstate Equipment Co., LLC (46 percent ownership). These companies manufacture, market or rent equipment. Deere & Company’s share of the income of these companies is reported in the consolidated income statement under “Equity in Income (Loss) of Unconsolidated Affiliates.” The investment in these companies is reported in the consolidated balance sheet under “Investments in Unconsolidated Affiliates.”
 
Summarized financial information of the unconsolidated affiliated companies in millions of dollars is as follows:
 
Operations

  
Year Ended October

  
2002

    
2001

    
2000

Sales
  
$
1,605
 
  
$
1,667
 
  
$
1,233
Net income (loss)
  
 
(38
)
  
 
(32
)
  
 
19
Deere & Company’s equity in net income (loss)
  
 
(25
)
  
 
(22
)
  
 
2
Financial Position

         
October 31

         
2002

    
2001

Total assets
           
$
1,265
 
  
$
1,369
Total external borrowings
           
 
193
 
  
 
221
Total net assets
           
 
449
 
  
 
461
Deere & Company’s share of the net assets
           
 
181
 
  
 
198
 
7. MARKETABLE SECURITIES

 
Marketable securities are currently held by the health care subsidiaries. All marketable securities are classified as available-for-sale under FASB Statement No. 115, with unrealized gains and losses shown as a component of stockholders’ equity. Realized gains or losses from the sales of marketable securities are based on the specific identification method.
 
The amortized cost and fair value of marketable securities in millions of dollars follow:
 
    
Amortized Cost or Cost

    
Gross Unrealized Gains

    
Gross Unrealized Losses

  
Fair Value

October 31, 2002
                               
Equity securities
  
$
18
             
$
2
  
$
16
U.S. government and agencies
  
 
49
    
$
3
           
 
52
Corporate
  
 
63
    
 
3
           
 
66
Mortgage-backed securities
  
 
53
    
 
2
           
 
55
    

    

    

  

Marketable securities
  
$
183
    
$
8
    
$
2
  
$
189
    

    

    

  

October 31, 2001
                               
Equity securities
  
$
12
    
$
1
    
$
1
  
$
12
U.S. government and agencies
  
 
26
    
 
1
           
 
27
Corporate
  
 
81
    
 
4
           
 
85
Mortgage-backed securities
  
 
50
    
 
2
           
 
52
    

    

    

  

Marketable securities
  
$
169
    
$
8
    
$
1
  
$
176
    

    

    

  

 
The contractual maturities of debt securities at October 31, 2002 in millions of dollars follow:
 
    
Amortized Cost

  
Fair Value

Due in one year or less
  
$
17
  
$
17
Due after one through five years
  
 
70
  
 
74
Due after five through 10 years
  
 
44
  
 
46
Due after 10 years
  
 
34
  
 
36
    

  

Debt securities
  
$
165
  
$
173
    

  

 
Actual maturities may differ from contractual maturities because some securities may be called or prepaid. Proceeds from the sales of available-for-sale securities were $34 million in 2002, $7 million in 2001 and $205 million in 2000. In 2002 and 2001, realized gains and losses were not significant. In 2000, realized gains were $20 million and realized losses were $13 million. Proceeds in 2000 include the sale of securities that were previously transferred to Deere & Company from John Deere Insurance Group, Inc. prior to the sale of this subsidiary in 1999. The increase (decrease) in the net unrealized gain after income taxes was $1 million, $4 million and $(5) million during 2002, 2001 and 2000, respectively.
 
8. TRADE ACCOUNTS AND NOTES RECEIVABLE

 
Trade accounts and notes receivable at October 31 consisted of the following in millions of dollars:
 
    
2002

  
2001

 
Trade accounts and notes:
               
Agricultural
  
$
1,697
  
$
1,767
 
Commercial and consumer
  
 
760
  
 
892
*
Construction and forestry
  
 
266
  
 
252
*
Other
  
 
11
  
 
12
 
    

  


Trade accounts and notes receivable—net
  
$
2,734
  
$
2,923
 
    

  


 
*
 
Restated due to transfer of production of skid-steer loaders from commercial and consumer to construction and forestry (see Note 27).
 
In 2002 and 2001, the Equipment Operations sold trade receivables to the credit operations (see Note 1).
 
At October 31, 2002 and 2001, dealer notes included in the previous table were $472 million and $583 million, and the allowance for doubtful trade receivables was $45 million and $51 million, respectively.
 
Trade accounts and notes receivable arise from sales of goods to dealers. Under the terms of the sales to dealers, interest is charged to dealers on outstanding balances, from the earlier of the date when goods are sold to retail customers by the dealer or the expiration of certain interest-free periods granted at the time of the sale to the dealer, until payment is received by the company. Dealers cannot cancel purchases after goods are shipped and are responsible for payment even if the equipment is not sold to retail customers. The interest-free periods are determined based on the type of equipment sold and the time of year of the sale. These periods range from one to 12 months for agricultural tractors, from one to eight months for most construction and forestry equipment, and from one to 24 months for most other equipment. Interest-free periods may not be extended. Interest charged may not be forgiven and interest

33



 
rates, which exceed the prime rate, are set based on market factors. The company evaluates and assesses dealers on an ongoing basis as to their credit worthiness and generally retains a security interest in the goods associated with these trade receivables. The company is obligated to repurchase goods sold to a dealer upon cancellation or termination of the dealer’s contract for such causes as change in ownership, closeout of the business or default. The company may also in certain circumstances repurchase goods sold to a dealer in order to satisfy a request for goods from another dealer.
 
Trade accounts and notes receivable have significant concentrations of credit risk in the agricultural, commercial and consumer, and construction and forestry sectors as shown in the previous table. On a geographic basis, there is not a disproportionate concentration of credit risk in any area.
 
9. FINANCING RECEIVABLES

 
Financing receivables at October 31 consisted of the following in millions of dollars:
 
    
2002

  
2001

Retail notes:
             
Equipment
             
Agricultural
  
$
4,292
  
$
4,711
Commercial and consumer
  
 
914
  
 
786
Construction and forestry
  
 
1,550
  
 
1,686
Recreational products
  
 
166
  
 
245
    

  

Total
  
 
6,922
  
 
7,428
Wholesale notes
  
 
950
  
 
927
Revolving charge accounts
  
 
928
  
 
845
Financing leases
  
 
751
  
 
774
Operating loans
  
 
563
  
 
502
    

  

Total financing receivables
  
 
10,114
  
 
10,476
    

  

Less:
             
Unearned finance income:
             
Equipment notes
  
 
754
  
 
950
Recreational product notes
  
 
51
  
 
81
Financing leases
  
 
105
  
 
120
    

  

Total
  
 
910
  
 
1,151
    

  

Allowance for doubtful receivables
  
 
136
  
 
126
    

  

Financing receivables—net
  
$
9,068
  
$
9,199
    

  

 
Financing receivables have significant concentrations of credit risk in the agricultural, commercial and consumer, construction and forestry and recreational product business sectors as shown in the previous table. In 2001, the credit operations discontinued the financing of new recreational product retail notes. On a geographic basis, there is not a disproportionate concentration of credit risk in any area. The company retains as collateral a security interest in the equipment associated with retail notes, wholesale notes and financing leases.
 
Financing receivable installments, including unearned finance income, at October 31 are scheduled as follows in millions of dollars:
 
    
2002

  
2001

Due in months:
             
0—12
  
$
4,949
  
$
4,474
13—24
  
 
1,994
  
 
2,531
25—36
  
 
1,430
  
 
1,615
37—48
  
 
927
  
 
1,053
49—60
  
 
541
  
 
567
Thereafter
  
 
273
  
 
236
    

  

Total
  
$
10,114
  
$
10,476
    

  

 
The maximum terms for retail notes are generally eight years for agricultural equipment, six years for commercial and consumer equipment, five years for construction and forestry equipment, and 15 years for recreational products. The maximum term for financing leases is generally five years, while the maximum term for wholesale notes is generally 12 months.
 
At October 31, 2002 and 2001, the unpaid balances of retail notes and leases previously sold by the credit operations were $2,621 million and $1,647 million, respectively. The retail notes sold are collateralized by security interests in the related equipment sold to customers. At October 31, 2002 and 2001, worldwide financing receivables administered, which include financing receivables and leases previously sold but still administered, totaled $11,689 million and $10,846 million, respectively.
 
Total financing receivable amounts 60 days or more past due were $57 million at October 31, 2002, compared with $61 million at October 31, 2001. These past-due amounts represented .62 percent of the receivables financed at October 31, 2002 and .66 percent at October 31, 2001. The allowance for doubtful financing receivables represented 1.48 percent and 1.35 percent of financing receivables outstanding at October 31, 2002 and 2001, respectively. In addition, at October 31, 2002 and 2001, the company’s credit operations had $153 million and $148 million, respectively, of deposits withheld from dealers and merchants available for potential credit losses. An analysis of the allowance for doubtful financing receivables follows in millions of dollars:
 
    
2002

    
2001

    
2000

 
Balance, beginning of the year
  
$
126
 
  
$
106
 
  
$
93
 
Provision charged to operations
  
 
156
 
  
 
103
 
  
 
64
 
Amounts written off
  
 
(128
)
  
 
(73
)
  
 
(44
)
Transfers primarily related to retail note sales
  
 
(18
)
  
 
(10
)
  
 
(7
)
    


  


  


Balance, end of the year
  
$
136
 
  
$
126
 
  
$
106
 
    


  


  


 
10. SALE AND SECURITIZATION OF FINANCING RECEIVABLES

 
The company periodically sells receivables to special purpose entities (SPEs) in securitizations of retail notes. It retains interest-only strips, servicing rights, and in some cases cash reserve accounts, all of which are retained interests in the securitized receivables. Gains or losses on sales of the receivables depend in part on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the retained interests based on their relative fair values at the date of transfer.

34



 
The company generally estimates fair values based on the present value of future expected cash flows using management’s key assumptions as discussed below. The company receives annual servicing fees approximating 1 percent of the outstanding balance, and rights to future cash flows. The company’s maximum exposure under recourse provisions related to securitizations at October 31, 2002 and 2001 was $209 million and $176 million, respectively. Except for this exposure, the investors and securitization trusts have no recourse to the company for failure of debtors to pay when due. The company’s retained interests, which are included in the recourse provisions, are subordinate to investors’ interests, and their values are subject to certain key assumptions as shown below. The total assets and liabilities of the unconsolidated SPEs related to securitizations at October 31, 2002 were $2,720 million and $2,638 million, respectively.
 
The company recognized pretax gains on retail notes securitized during 2002 and 2001 of $71 million and $12 million, respectively. Key assumptions used to initially determine the fair value of the retained interests in 2002 and 2001 included weighted-average maturities of 19 months and 20 months, average annual prepayment rates of 22 percent and 20 percent, expected annual credit losses of .42 percent and .30 percent, and discount rates on retained interests and subordinate tranches of 13 percent and 13 percent, respectively.
 
Cash flows received from securitization trusts in millions of dollars were as follows:
 
    
2002

    
2001

Proceeds from new securitizations
  
$
2,870
    
$
995
Servicing fees received
  
 
28
    
 
19
Other cash flows received
  
 
103
    
 
53
 
The total retained interests, weighted-average life, weighted-average current key economic assumptions and the sensitivity analysis showing the hypothetical effects on the retained interests from immediate 10 percent and 20 percent adverse changes in those assumptions with dollars in millions were as follows:
 
    
2002

      
2001

 
Retail Note Securitizations
                   
Carrying amount/fair value of retained interests
  
$
107
 
    
$
92
 
Weighted-average life (in months)
  
 
15
 
    
 
13
 
Prepayment speed assumption (annual rate)
  
 
19
%
    
 
19
%
Impact on fair value of 10% adverse change
  
$
.8
 
    
$
.3
 
Impact on fair value of 20% adverse change
  
$
1.9
 
    
$
.6
 
Expected credit losses (annual rate)
  
 
.39
%
    
 
.39
%
Impact on fair value of 10% adverse change
  
$
1.1
 
    
$
.6
 
Impact on fair value of 20% adverse change
  
$
2.2
 
    
$
1.2
 
Residual cash flows discount rate (annual)
  
 
13
%
    
 
13
%
Impact on fair value of 10% adverse change
  
$
2.5
 
    
$
2.2
 
Impact on fair value of 20% adverse change
  
$
4.9
 
    
$
4.2
 
 
These sensitivities are hypothetical changes in fair value and cannot be extrapolated because the relationship of the changes in assumption to the changes in fair value may not be linear. Also, the effect of a variation in a particular assumption is calculated without changing any other assumption, whereas, changes in one factor may result in changes in another. Accordingly, no assurance can be given that actual results would be consistent with the results of these estimates.
 
Principal balances of owned, securitized and managed retail notes; past due amounts; and credit losses (net of recoveries) in millions of dollars follow:
 
    
Principal Outstanding

    
Principal 60 Days or More Past Due

    
Net Credit Losses

2002
                        
Owned
  
$
6,066
    
$
18
    
$
27
Securitized
  
 
2,497
    
 
14
    
 
10
    

    

    

Managed
  
$
8,563
    
$
32
    
$
37
    

    

    

2001
                        
Owned
  
$
6,122
    
$
23
    
$
32
Securitized
  
 
1,494
    
 
13
    
 
10
    

    

    

Managed
  
$
7,616
    
$
36
    
$
42
    

    

    

 
The amount of actual and projected future credit losses as a percent of the original balance of retail notes securitized (expected static pool losses) were as follows:
 
    
Retail Notes Securitized In

    
2002

  
2001

Actual and Projected Losses (%) as of Year End:
         
2002
  
.61%
  
.57%
2001
       
.61%
 
11. OTHER RECEIVABLES

 
Other receivables at October 31 consisted of the following in millions of dollars:
 
    
2002

  
2001

Taxes receivable
  
$
232
  
$
206
Receivables relating to securitizations
  
 
92
  
 
81
Health care premiums receivable
  
 
11
  
 
13
Other
  
 
91
  
 
89
    

  

Other receivables
  
$
426
  
$
389
    

  

 
The credit operations’ receivables related to securitizations are equal to the present value of payments to be received for certain retained interests and deposits made with other entities for recourse provisions under the retail note sales agreements.
 
12. EQUIPMENT ON OPERATING LEASES

 
Operating leases arise primarily from the leasing of John Deere equipment to retail customers. Initial lease terms generally range from 36 to 60 months. Net equipment on operating leases totaled $1,609 million and $1,939 million at October 31, 2002 and 2001, respectively. The equipment is depreciated on a straight-line basis over the terms of the leases. The accumulated depreciation on this equipment was $614 million and $577 million at October 31, 2002 and 2001, respectively. The corresponding depreciation expense was $316 million in 2002, $318 million in 2001 and $280 million in 2000.
 
Future payments to be received on operating leases totaled $645 million at October 31, 2002 and are scheduled as follows in millions of dollars: 2003—$293, 2004—$189, 2005—$102, 2006—$46 and 2007—$15.

35



 
13. INVENTORIES

 
Most inventories owned by Deere & Company and its United States equipment subsidiaries are valued at cost, on the “last-in, first-out” (LIFO) basis. Remaining inventories are generally valued at the lower of cost, on the “first-in, first-out” (FIFO) basis, or market. The value of gross inventories on the LIFO basis represented 72 percent and 70 percent of worldwide gross inventories at FIFO value on October 31, 2002 and 2001, respectively. If all inventories had been valued on a FIFO basis, estimated inventories by major classification at October 31 in millions of dollars would have been as follows:
 
    
2002

  
2001

Raw materials and supplies
  
$
515
  
$
516
Work-in-process
  
 
361
  
 
376
Finished machines and parts
  
 
1,444
  
 
1,618
    

  

Total FIFO value
  
 
2,320
  
 
2,510
Adjustment to LIFO value
  
 
948
  
 
1,004
    

  

Inventories
  
$
1,372
  
$
1,506
    

  

 
14. PROPERTY AND DEPRECIATION

 
A summary of property and equipment at October 31 in millions of dollars follows:
 
    
2002

  
2001

Land
  
$
62
  
$
59
Buildings and building equipment
  
 
1,254
  
 
1,238
Machinery and equipment
  
 
2,470
  
 
2,458
Dies, patterns, tools, etc.
  
 
821
  
 
765
All other
  
 
692
  
 
686
Construction in progress
  
 
196
  
 
182
    

  

Total at cost
  
 
5,495
  
 
5,388
Less accumulated depreciation
  
 
3,497
  
 
3,336
    

  

Property and equipment—net
  
$
1,998
  
$
2,052
    

  

 
Leased property under capital leases amounting to $12 million and $15 million at October 31, 2002 and 2001, respectively, is included in property and equipment.
 
Property and equipment is stated at cost less accumulated depreciation. Property and equipment additions in 2002, 2001 and 2000 were $358 million, $500 million and $422 million and depreciation was $310 million, $308 million and $292 million, respectively. Property and equipment expenditures for new and revised products, increased capacity and the replacement or major renewal of significant items of property and equipment are capitalized. Expenditures for maintenance, repairs and minor renewals are generally charged to expense as incurred. Most of the company’s property and equipment is depreciated using the straight-line method for financial accounting purposes. Depreciation for United States federal income tax purposes is computed using accelerated depreciation methods.
 
Capitalized software is stated at cost less accumulated amortization. The amount of total capitalized software costs, including purchased and internally developed software, classified as “Other Assets” at October 31, 2002 and 2001 was $238 million and $218 million, less accumulated of $170 million and $138 million, respectively. Amortization of these software costs was $38 million, $31 million and $29 million in 2002, 2001 and 2000, respectively.
 
The cost of compliance with foreseeable environmental requirements has been accrued and did not have a material effect on the company’s financial position or results of operations.
 
15. INTANGIBLE ASSETS

 
Net intangible assets consisted of the following in millions of dollars:
 
    
2002

  
2001

Unamortized goodwill
  
$
804
  
$
846
Intangible asset related to minimum pension liability
  
 
87
  
 
20
Other
  
 
4
  
 
8
    

  

Intangible assets
  
$
895
  
$
874
    

  

 
Intangible assets are stated at cost less accumulated amortization. Intangible assets, excluding the intangible pension asset, are amortized over 30 years or less on the straight-line basis. Accumulated amortization was $233 million and $183 million at October 31, 2002 and 2001, respectively. The intangible pension asset is remeasured and adjusted annually. The unamortized goodwill is reviewed annually or as events and circumstances change for potential impairment. Upon adoption of FASB Statement No. 142, Goodwill and Other Intangible Assets, in the first quarter of fiscal 2003, goodwill will no longer be amortized and will be written down only for impairments (see Note 1).
 
16. SHORT-TERM BORROWINGS

 
Short-term borrowings at October 31 consisted of the following in millions of dollars:
 
    
2002

  
2001

Equipment Operations
             
Commercial paper
  
$
313
  
$
557
Notes payable to banks
  
 
69
  
 
143
Long-term borrowings due within one year
  
 
16
  
 
73
    

  

Total
  
 
398
  
 
773
    

  

Financial Services
             
Commercial paper
  
 
1,531
  
 
2,672
Notes payable to banks
  
 
37
  
 
24
Long-term borrowings due within one year
  
 
2,471
  
 
2,729
    

  

Total
  
 
4,039
  
 
5,425
    

  

Short-term borrowings
  
$
4,437
  
$
6,198
    

  

 
The weighted-average interest rates on total short-term borrowings, excluding current maturities of long-term borrowings, at October 31, 2002 and 2001 were 2.8 percent and 3.3 percent, respectively. All of the Financial Services’ short-term borrowings represent obligations of the credit subsidiaries.

36



 
Unsecured lines of credit available from United States and foreign banks were $4,406 million at October 31, 2002. Some of these credit lines are available to both Deere & Company and John Deere Capital Corporation. At October 31, 2002, $2,465 million of these worldwide lines of credit were unused. For the purpose of computing the unused credit lines, commercial paper and short-term bank borrowings, excluding the current maturities of long-term borrowings, were considered to constitute utilization.
 
Included in the above lines of credit is a long-term committed credit agreement expiring in February 2006 for $2,150 million. The agreement is mutually extendable and the annual facility fee is not significant. The credit agreement has various requirements of John Deere Capital Corporation, including the maintenance of its consolidated ratio of earnings to fixed charges at not less than 1.05 to 1 for each fiscal quarter and the ratio of senior debt to total stockholder’s equity plus subordinated debt at not more than 8 to 1 at the end of any fiscal quarter. The credit agreement also contains a provision requiring Deere & Company to maintain consolidated tangible net worth of $500 million according to accounting principles generally accepted in the United States of America in effect at October 31, 1998. Under this provision, $1,815 million of the company’s retained earnings balance was free of restriction at October 31, 2002.
 
Deere & Company has an agreement with John Deere Capital Corporation pursuant to which it has agreed to continue to own at least 51 percent of the voting shares of capital stock of the Capital Corporation and to maintain the Capital Corporation’s consolidated tangible net worth at not less than $50 million. This agreement also obligates Deere & Company to make income maintenance payments to the Capital Corporation such that its consolidated ratio of earnings before fixed charges to fixed charges is not less than 1.05 to 1 for any fiscal quarter. Deere & Company’s obligations to make payments to the Capital Corporation under the agreement are independent of whether the Capital Corporation is in default on its indebtedness, obligations or other liabilities. Further, the company’s obligations under the agreement are not measured by the amount of the Capital Corporation’s indebtedness, obligations or other liabilities. Deere & Company’s obligations to make payments under this agreement are expressly stated not to be a guaranty of any specific indebtedness, obligation or liability of the Capital Corporation and are enforceable only by or in the name of the Capital Corporation.
 
17. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 
Accounts payable and accrued expenses at October 31 consisted of the following in millions of dollars:
 
    
2002

    
2001

 
Equipment Operations
             
Accounts payable:
             
Trade payables
  
$1,004
 
  
$   955
 
Dividends payable
  
53
 
  
52
 
Other
  
48
 
  
53
 
Accrued expenses:
             
Employee benefits
  
282
 
  
241
 
Dealer commissions
  
225
 
  
221
 
Special items (Note 2)
  
42
 
  
74
 
Other
  
1,147
*
  
1,080
*
    

  

Total
  
2,801
 
  
2,676
 
    

  

Financial Services
             
Accounts payable:
             
Deposits withheld from dealers and merchants
  
153
 
  
148
 
Other
  
260
 
  
357
 
Accrued expenses:
             
Interest payable
  
65
 
  
49
 
Other
  
177
 
  
221
 
    

  

Total
  
655
 
  
775
 
    

  

Eliminations
  
314
*
  
354
*
    

  

Accounts payable and accrued expenses
  
$3,142
 
  
$3,097
 
    

  

 
*
 
Includes trade receivable valuation accounts of $314 million and $354 million at October 31, 2002 and 2001, respectively, reclassified as accrued expenses by the Equipment Operations as a result of trade receivable sold to Financial Services (see  Note 1).

37



 
18. LONG-TERM BORROWINGS

 
Long-term borrowings at October 31 consisted of the following in millions of dollars:
 
    
2002

    
2001

 
Equipment Operations**
                 
Notes and debentures:
                 
Medium-term notes due 2005-2006:
                 
Average interest rates of 9.6%—2002 and 2001
  
$
45
 
  
$
45
 
6.55% notes due 2004
  
 
250
 
  
 
250
 
5  7 / 8 % U.S. dollar notes due 2006: ($250 principal) $170 swapped to Euro and Swedish Krona and average variable interest rates of 3.7%—2002, 4.2%—2001
  
 
260
*
  
 
256
*
7.85% debentures due 2010
  
 
500
 
  
 
500
 
6.95% notes due 2014: ($700 principal) Swapped to 2.8%—2002
  
 
769
*
        
8.95% debentures due 2019
  
 
200
 
  
 
200
 
8  1 / 2 % debentures due 2022
  
 
200
 
  
 
200
 
6.55% debentures due 2028
  
 
200
 
  
 
200
 
8.10% debentures due 2030
  
 
250
 
  
 
250
 
7.125% notes due 2031
  
 
300
 
  
 
300
 
Other notes
  
 
15
 
  
 
9
 
    


  


Total
  
 
2,989
 
  
 
2,210
 
    


  


Financial Services**
                 
Notes and debentures:
                 
Medium-term notes due 2004-2007:
(principal $2,616—2002, $2,778—2001)
Average interest rates of 2.8%—2002, 4.6%—2001
  
 
2,628
*
  
 
2,796
*
Floating rate notes due 2003:
Interest rate of 2.7%—2001
           
 
200
 
6.125% U.S. dollar notes due 2003: ($150 principal) Swapped to Canadian dollars and variable interest rate of 4.2%—2001
           
 
157
*
5.125% debentures due in 2006: ($600 principal) Swapped to variable interest rates of 2.5%—2002, 3.0%—2001
  
 
625
*
  
 
601
*
4.5% notes due 2007: ($500 principal) Swapped $450 million to variable interest rate of 2.5%—2002
  
 
481
*
        
6% notes due 2009: ($300 principal) Swapped to variable interest rates of 2.0%—2002, 3.8%—2001
  
 
329
*
  
 
316
*
7% notes due 2012: ($1,500 principal) Swapped to variable interest rate of 2.8%—2002
  
 
1,662
*
        
Other notes
  
 
86
 
  
 
131
 
    


  


Total notes and debentures
  
 
5,811
 
  
 
4,201
 
Subordinated debt:
                 
8  5 / 8 % subordinated debentures due 2019
  
 
150
 
  
 
150
 
    


  


Total
  
 
5,961
 
  
 
4,351
 
    


  


Long-term borrowings
  
$
8,950
 
  
$
6,561
 
    


  


 
*
 
Includes fair value adjustments related to interest rate swaps.
**
 
All interest rates are as of year end.
 
All of the Financial Services’ long-term borrowings represent obligations of the credit subsidiaries.
 
The approximate amounts of the Equipment Operations’ long-term borrowings maturing in each of the next five years in millions of dollars are as follows: 2003—$16, 2004—$262, 2005—$27, 2006—$272 and 2007—$1. The approximate amounts of the credit subsidiaries’ long-term borrowings maturing in each of the next five years in millions of dollars are as follows: 2003—$2,471, 2004—$1,744, 2005—$444, 2006—$858 and 2007—$754.
 
19. LEASES

 
At October 31, 2002, future minimum lease payments under capital leases totaled $11 million. Total rental expense for operating leases was $95 million in 2002, $90 million in 2001 and $73 million in 2000. At October 31, 2002, future minimum lease payments under operating leases amounted to $345 million as follows: 2003—$84, 2004—$57, 2005—$45, 2006—$32, 2007—$48 and later years $79. See Note 20 for operating leases with residual value guarantees.
 
20. COMMITMENTS AND CONTINGENT LIABILITIES

 
At October 31, 2002, the company’s maximum exposure under all financing receivable and lease recourse provisions was $211 million. At October 31, 2002, the company had commitments of approximately $88 million for construction and acquisition of property and equipment. The company had indemnification agreements totaling $34 million related to various performance bonds, pledged assets of $25 million, primarily outside the United States, as collateral for borrowings, and $15 million of restricted investments related to conducting the health care business in various states at October 31, 2002. The company also had other miscellaneous contingent liabilities totaling less than $25 million at October 31, 2002.
 
At October 31, 2002, the company had guaranteed approximately $80 million of residual values for five operating leases related to certain buildings. The company is obligated at the end of each lease term to pay to the lessor any reduction in market value of the leased property up to the guaranteed residual value. The company recognizes the expense for these future estimated lease payments over the lives of the operating leases. The leases have terms expiring from 2004 to 2007 and are with various major financial institutions.
 
The company has certain minority ownership interests in unconsolidated affiliates in which the majority owners have put options to require the company to purchase their interests. These puts could be exercised over a two-year window which begins December 2004 to March 2005 and total approximately $170 million to $250 million, depending on whether they are exercised on the first or last day of the period. If the company’s rating on its senior unsecured debt falls below Baa3 from Moody’s Investors Service or BBB- from Standard & Poor’s, these puts could be exercised immediately for approximately $150 million. A discussion of the company’s debt ratings is included in Management’s Discussion and Analysis under Capital Resources and Liquidity. The company also has call options to acquire the majority owners’ interests. These calls can be exercised over a two-year window beginning December 2003 to March 2004 and total approximately $165 million to $260 million, depending on whether they are exercised on the first or last day of the period.

38



 
John Deere B.V., located in the Netherlands, is a consolidated indirect wholly-owned finance subsidiary of the company. The debt securities of John Deere B.V., including those which are registered with the United States Securities and Exchange Commission, are fully and unconditionally guaranteed by the company.
 
The company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to product liability (including asbestos related liability), retail credit, software licensing, patent and trademark matters. Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the company believes these unresolved legal actions will not have a material effect on its financial statements.
 
21. CAPITAL STOCK

 
Changes in the common stock account in 2000, 2001 and 2002 in millions were as follows:
 
      
Number of
Shares Issued

  
Amount

Balance at October 31, 1999
    
265.8
  
$
1,850
Acquisition of a business
    
.2
  
 
10
Other
         
 
4
      
  

Balance at October 31, 2000
    
266.0
  
 
1,864
Acquisition of a business
    
2.2
  
 
81
Other
         
 
4
      
  

Balance at October 31, 2001
    
268.2
  
 
1,949
Other
         
 
8
      
  

Balance at October 31, 2002
    
268.2
  
$
1,957
      
  

 
The number of common shares the company is authorized to issue is 600 million and the number of authorized preferred shares, none of which has been issued, is 9 million.
 
A reconciliation of basic and diluted net income per share follows in millions, except per share amounts:
 
    
2002

  
2001

    
2000

Net income (loss)
  
$
319.2
  
$
(64.0
)
  
$
485.5
Average shares outstanding
  
 
238.2
  
 
235.0
 
  
 
234.3
Basic net income (loss) per share
  
$
1.34
  
$
(.27
)
  
$
2.07
    

  


  

Average shares outstanding
  
 
238.2
  
 
235.0
 
  
 
234.3
Effect of dilutive stock options
  
 
2.7
  
 
1.8
 
  
 
1.7
    

  


  

Total potential shares outstanding
  
 
240.9
  
 
236.8
 
  
 
236.0
    

  


  

Diluted net income (loss) per share
  
$
1.33
  
$
(.27
)
  
$
2.06
    

  


  

 
Stock options to purchase 2.8 million shares, 3.0 million shares and 2.9 million shares during 2002, 2001 and 2000, respectively, were outstanding, but not included in the preceding diluted per share computation because the options’ exercise prices were greater than the average market price of the company’s common stock during the related periods.
 
22. STOCK OPTION AND RESTRICTED STOCK AWARDS

 
The company issues stock options and restricted stock to key employees under plans approved by stockholders. Restricted stock is also issued to nonemployee directors under a plan approved by stockholders. Options are generally awarded with the exercise price equal to the market price and become exercisable in one to three years after grant. Certain other options have been awarded with the
exercise prices greater than the market price and become exercisable in one year or longer after grant, depending on the achievement of company performance goals. Options generally expire 10 years after the date of grant. According to these plans at October 31, 2002, the company is authorized to grant an additional 5.8 million shares related to stock options or restricted stock.
 
The company has retained the intrinsic value method of accounting for its plan in accordance with APB Opinion No. 25, and no compensation expense for stock options was recognized under this method. For disclosure purposes under FASB Statement No. 123, Accounting for Stock Based Compensation, the Black-Scholes option pricing model was used to calculate the “fair values” of stock options on the date the options were awarded. Based on this model, the weighted-average fair values of stock options awarded during 2002, 2001 and 2000 with the exercise price equal to the market price were $11.42, $12.06 and $12.06 per option, respectively.
 
Pro forma net income and earnings per share, as if the fair value method in FASB Statement No. 123 had been used to account for stock-based compensation, and the assumptions used were as follows:
 
    
2002

  
2001

    
2000

Net income (loss) (in millions)
                      
As reported
  
$
319  
  
$
(64
)
  
$
486
Pro forma
  
$
284  
  
$
(96
)
  
$
446
Net income (loss) per share
                      
As reported—basic
  
$
1.34  
  
$
(.27
)
  
$
2.07
Pro forma—basic
  
$
1.19  
  
$
(.41
)
  
$
1.91
As reported—diluted
  
$
1.33  
  
$
(.27
)
  
$
2.06
Pro forma—diluted
  
$
1.19  
  
$
(.41
)
  
$
1.89
Black-Scholes assumptions*
                      
Risk-free interest rate
  
 
3.6%
  
 
5.4%
 
  
 
6.2%
Dividend yield
  
 
2.1%
  
 
2.1%
 
  
 
2.1%
Stock volatility
  
 
36.0%
  
 
33.2%
 
  
 
30.4%
Expected option life in years
  
 
3.7    
  
 
4.1    
 
  
 
4.5    
 
*
 
Weighted-averages
 
During the last three fiscal years, shares under option in millions were as follows:
 
    
2002

  
2001

  
2000

    
Shares

    
Exercise Price*

  
Shares

    
Exercise Price*

  
Shares

    
Exercise Price*

Outstanding at beginning of year
  
20.5
 
  
$
40.56
  
16.7
 
  
$
39.77
  
11.9
 
  
$
38.59
Granted—at market
  
4.3
 
  
 
42.30
  
4.5
 
  
 
41.98
  
5.5
 
  
 
41.29
Exercised
  
(1.6
)
  
 
30.35
  
(.6
)
  
 
28.94
  
(.6
)
  
 
28.75
Expired or forfeited
  
(.3
)
  
 
41.82
  
(.1
)
  
 
42.80
  
(.1
)
  
 
42.50
    

         

         

      
Outstanding at end of year
  
22.9
 
  
 
41.58
  
20.5
 
  
 
40.56
  
16.7
 
  
 
39.77
Exercisable at end of year
  
12.9
 
  
 
39.28
  
14.8
 
  
 
38.28
  
10.1
 
  
 
36.14
 
*
 
Weighted-averages

39



 
Options outstanding and exercisable in millions at October 31, 2002 were as follows:
 
    
Options Outstanding

  
Options Exercisable

Range of
Exercise Prices

  
Shares

    
Remaining Contractual Life (yrs)*

  
Exercise Price*

  
Shares

  
Exercise Price*

$13.63—$23.56
  
  .8
    
1.72
  
$
21.27
  
  .8
  
$
21.27
$28.39—$34.19
  
4.3
    
4.97
  
 
32.74
  
4.3
  
 
32.74
$35.00—$41.47
  
5.3
    
7.08
  
 
41.17
  
3.6
  
 
41.25
$42.07—$47.36
  
9.6
    
8.04
  
 
42.28
  
2.6
  
 
42.47
$50.97—$56.50
  
2.4
    
5.40
  
 
54.76
  
1.6
  
 
56.50
$82.19
  
  .5
    
5.08
  
 
82.19
           
    
                
      
Total
  
22.9
                
12.9
      
*
 
Weighted averages
 
In 2002, 2001, and 2000, the company granted 12,711, 44,001 and 53,956 shares of restricted stock with weighted-average fair values of $48.43, $41.96 and $37.55 per share, respectively. The total compensation expense for the restricted stock plans, which is being amortized over the restricted periods, was $2 million, none and $9 million in 2002, 2001 and 2000, respectively. The amortization in 2001 was offset by decreases in estimates of restricted stock to be issued.
 
23. EMPLOYEE STOCK PURCHASE AND SAVINGS PLANS

 
The company maintains the following significant plans for eligible United States employees:
 
John Deere Savings and Investment Plan, for salaried employees
John Deere Stock Purchase Plan, for salaried employees
John Deere Tax Deferred Savings Plan, for wage employees
 
Company contributions under these plans were $21 million in 2002, $34 million in 2001 and $27 million in 2000.
 
24. OTHER COMPREHENSIVE INCOME ITEMS

 
Other comprehensive income items under FASB Statement No. 130 are transactions recorded in stockholders’ equity during the year, excluding net income and transactions with stockholders. Following are the items included in other comprehensive income (loss) and the related tax effects in millions of dollars:
 
    
Before Tax Amount

    
Tax (Expense) Credit

    
After Tax Amount

 
2000
                          
Minimum pension liability adjustment
  
$
16
 
  
$
(5
)
  
$
11
 
    


  


  


Cumulative translation adjustment
  
 
(108
)
  
 
(7
)
  
 
(115
)
    


  


  


Unrealized loss on investments:
                          
Holding loss
  
 
(1
)
           
 
(1
)
Reclassification of realized gain to net income
  
 
(7
)
  
 
3
 
  
 
(4
)
    


  


  


Net unrealized loss
  
 
(8
)
  
 
3
 
  
 
(5
)
    


  


  


Total other comprehensive loss
  
$
(100
)
  
$
(9
)
  
$
(109
)
    


  


  


                            
2001
                          
Minimum pension liability adjustment
  
$
(11
)
  
$
3
 
  
$
(8
)
    


  


  


Cumulative translation adjustment
  
 
(63
)
           
 
(63
)
    


  


  


Unrealized holding gain and net gain on investments
  
 
6
 
  
 
(2
)
  
 
4
 
    


  


  


Unrealized loss on derivatives:
                          
Hedging loss
  
 
(155
)
  
 
55
 
  
 
(100
)
Reclassification of realized loss to net income
  
 
43
 
  
 
(15
)
  
 
28
 
    


  


  


Net unrealized loss
  
 
(112
)
  
 
40
 
  
 
(72
)
    


  


  


Total other comprehensive loss
  
$
(180
)
  
$
41
 
  
$
(139
)
    


  


  


2002
                          
Minimum pension liability adjustment
  
$
(1,620
)
  
$
604
 
  
$
(1,016
)
    


  


  


Cumulative translation adjustment
  
 
(8
)
           
 
(8
)
    


  


  


Unrealized holding gain and net gain on investments
  
 
2
 
  
 
(1
)
  
 
1
 
    


  


  


Unrealized loss on derivatives:
                          
Hedging loss
  
 
(61
)
  
 
21
 
  
 
(40
)
Reclassification of realized loss to net income
  
 
99
 
  
 
(34
)
  
 
65
 
    


  


  


Net unrealized loss
  
 
38
 
  
 
(13
)
  
 
25
 
    


  


  


Total other comprehensive loss
  
$
(1,588
)
  
$
590
 
  
$
(998
)
    


  


  


 
25. FINANCIAL INSTRUMENTS

 
The fair values of financial instruments which do not approximate the carrying values in the financial statements at October 31 in millions of dollars follow:
 
    
2002

  
2001

    
Carrying Value

  
Fair Value

  
Carrying Value

  
Fair Value

Financing receivables
  
$
9,068
  
$
9,111
  
$
9,199
  
$
9,226
    

  

  

  

Long-term borrowings
                           
Equipment Operations
  
$
2,989
  
$
3,319
  
$
2,210
  
$
2,404
Financial Services
  
 
5,961
  
 
6,081
  
 
4,351
  
 
4,355
    

  

  

  

Total
  
$
8,950
  
$
9,400
  
$
6,561
  
$
6,759
    

  

  

  

 
Fair Value Estimates
 
Fair values of the long-term financing receivables with fixed rates were based on the discounted values of their related cash flows at current market interest rates. The fair values of the remaining financing receivables approximated the carrying amounts.
 
Fair values of long-term borrowings with fixed rates were based on the discounted values of their related cash flows at current market interest rates. Certain long-term borrowings have been swapped to current variable interest rates. The carrying values of these long-term borrowings include adjustments related to fair value hedges under FASB Statement No. 133, which was adopted in 2001.
 
Derivatives
 
It is the company’s policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading.

40



 
The company’s credit operations manage the relationship of the types and amounts of their funding sources to their receivable and lease portfolio in an effort to diminish risk due to interest rate and foreign currency fluctuations, while responding to favorable financing opportunities. The company also has foreign currency exposures at some of its foreign and domestic operations related to buying, selling and financing in currencies other than the local currencies.
 
Interest Rate Swaps
 
The company enters into interest rate swap agreements primarily to more closely match the fixed or floating interest rates of the credit operations’ borrowings to those of the assets being funded.
 
Certain interest rate swaps were designated as hedges of future cash flows from commercial paper and variable interest rate borrowings. The effective portion of the fair value gains or losses on these cash flow hedges are recorded in other comprehensive income and subsequently reclassified into interest expense as payments are accrued and the swaps approach maturity. These amounts offset the effects of interest rate changes on the related borrowings. The amount of the loss recorded in other comprehensive income at October 31, 2002 that is expected to be reclassified to earnings in the next 12 months if interest rates remain unchanged is approximately $26 million after-tax. These swaps mature in up to 55 months.
 
Certain interest rate swaps were designated as fair value hedges of fixed-rate, long-term borrowings. The effective portion of the fair value gains or losses on these swaps were offset by fair value adjustments in the underlying borrowings.
 
Any ineffective portions of the gains or losses on all cash flow and fair value interest rate swaps designated as hedges were recognized immediately in interest expense and were not material. The amounts of gains or losses reclassified from unrealized in other comprehensive income to realized in earnings as a result of the discontinuance of cash flow hedges were not material. There were no components of cash flow or fair value hedges that were excluded from the assessment of effectiveness.
 
The company has certain interest rate swap agreements that are not designated as hedges under FASB Statement No. 133 and the fair value gains or losses are recognized directly in earnings. These instruments relate to swaps that are used to facilitate securitization transactions and certain borrowings.
 
Foreign Exchange Forward Contracts, Swaps and Options
 
The company has entered into foreign exchange forward contracts, swaps and purchased options in order to manage the currency exposure of certain receivables, liabilities, borrowings and expected inventory purchases. These derivatives were not designated as hedges under FASB Statement No. 133. The fair value gains or losses from these foreign currency derivatives are recognized directly in earnings, generally offsetting the foreign exchange gain or losses on the exposures being managed.
 
The company has designated cross currency interest rate swaps as fair value hedges of certain long-term borrowings. The effective portion of the fair value gains or losses on these swaps are offset by fair value adjustments in the underlying borrowings and the ineffectiveness was not material. The company has also designated foreign exchange forward contracts and currency swaps as cash flow hedges of long-term borrowings. The effective portion of the fair value gains or losses on these forward contracts and swaps is recorded in other comprehensive income and subsequently reclassified into earnings as payments are accrued and these instruments approach maturity. This will offset the exchange rate effects on the borrowing being hedged and the ineffectiveness was not material.
 
26.    CASH FLOW INFORMATION

 
For purposes of the statement of consolidated cash flows, the company considers investments with original maturities of three months or less to be cash equivalents. Substantially all of the company’s short-term borrowings, excluding the current maturities of long-term borrowings, mature within three months or less.
 
In 2002 and 2001, the Equipment Operations cash flows from operations had a positive cash flow included in their decrease in receivables related to the sale of trade receivables to Financial Services (see Notes 1 and 29). The Financial Services cash flows from investing activities had an offsetting cash outflow included in their cost of receivables acquired. These intercompany cash flows have been eliminated in the consolidated cash flows.
 
Cash payments for interest and income taxes consisted of the following in millions of dollars:
 
    
2002

    
2001

    
2000

 
Interest:
                          
Equipment Operations
  
$
312
*
  
$
220
 
  
$
152
 
Financial Services
  
 
413
 
  
 
540
 
  
 
489
 
Intercompany eliminations
  
 
(187
)*
  
 
(34
)
  
 
(23
)
    


  


  


Consolidated
  
$
538
 
  
$
726
 
  
$
618
 
    


  


  


Income Taxes:
                          
Equipment Operations
  
$
188
 
  
$
119
 
  
$
393
 
Financial Services
  
 
131
 
  
 
61
 
  
 
77
 
Intercompany eliminations
  
 
(118
)
  
 
(48
)
  
 
(57
)
    


  


  


Consolidated
  
$
201
 
  
$
132
 
  
$
413
 
    


  


  


 
*
 
Includes interest compensation to Financial Services for financing trade receivables.
 
27.    SEGMENT AND GEOGRAPHIC AREA DATA FOR THE YEARS ENDED OCTOBER 31, 2002, 2001 AND 2000

 
The company’s operations are organized and reported in four major business segments described as follows (Also see Part I, Item 1, of the company’s Form 10-K):
 
The agricultural equipment segment manufactures and distributes a full line of farm equipment and service parts—including tractors; combine, cotton and sugarcane harvesters; tillage, seeding and soil preparation machinery; sprayers; hay and forage equipment; material handling equipment; and integrated agricultural management systems technology.
 
The commercial and consumer equipment segment manufacturers and distributes equipment and service parts for commercial and residential uses—including small tractors for lawn, garden, commercial and utility purposes; riding and walk-behind mowers; golf course equipment; utility vehicles; landscape and irrigation equipment; and other outdoor power products. As of November 1, 2001, the design, manufacture and distribution of skid-steer loaders were transferred from the commercial and consumer equipment segment to the construction and forestry segment and the information for both segments has been restated for 2001 and 2000.

41



 
The construction and forestry segment manufactures and distributes a broad range of machines and service parts used in construction, earthmoving, material handling and timber harvesting—including backhoe loaders; crawler dozers and loaders; four-wheel-drive loaders; excavators; motor graders; articulated dump trucks; landscape loaders; skid-steer loaders; and log skidders, feller bunchers, loaders, forwarders, harvesters and related attachments.
 
The products and services produced by the equipment segments are marketed primarily through independent retail dealer networks and major retail outlets.
 
The credit segment primarily finances sales and leases by John Deere dealers of new and used agricultural, commercial and consumer, and construction and forestry equipment. In addition, it provides wholesale financing to dealers of the foregoing equipment, provides operating loans and finances retail revolving charge accounts.
 
Certain operations do not meet the materiality threshold of FASB Statement No. 131 and have been grouped together as “Other” segments. These include the special technologies group and health care.
 
Corporate assets are primarily the Equipment Operations’ prepaid pension costs, deferred income tax assets, other receivables and cash and cash equivalents as disclosed in the financial statements in Note 29, net of certain intercompany eliminations.
 
Because of integrated manufacturing operations and common administrative and marketing support, a substantial number of allocations must be made to determine operating segment and geographic area data. Intersegment sales and revenues represent sales of components and finance charges which are generally based on market prices. Overseas operations are defined to include all activities of divisions, subsidiaries and affiliated companies conducted outside the United States and Canada.
 
Information relating to operations by operating segment in millions of dollars follows with related comments included in Management’s Discussion and Analysis. In addition to the following unaffiliated sales and revenues by segment, intersegment sales and revenues in 2002, 2001, and 2000 were as follows: agricultural equipment net sales of $54 million, $76 million and $94 million and credit revenues of $167 million, $22 million and $4 million, respectively.
 
OPERATING SEGMENTS

  
2002

    
2001

    
2000

 
Net sales and revenues
                          
Unaffiliated customers:
                          
Agricultural equipment net sales
  
$
6,738
 
  
$
6,269
 
  
$
5,934
 
Commercial and consumer equipment net sales**
  
 
2,712
 
  
 
2,527
 
  
 
2,774
 
Construction and forestry net sales**
  
 
2,199
 
  
 
2,226
 
  
 
2,395
 
Other net sales
  
 
54
 
  
 
55
 
  
 
66
 
    


  


  


Total net sales
  
 
11,703
 
  
 
11,077
 
  
 
11,169
 
Credit revenues
  
 
1,426
 
  
 
1,439
 
  
 
1,323
 
Other revenues
  
 
818
 
  
 
777
 
  
 
645
 
    


  


  


Total
  
$
13,947
 
  
$
13,293
 
  
$
13,137
 
    


  


  


 
**     See following ** note.
                          
Operating profit (loss)*
                          
Agricultural equipment
  
$
439
 
  
$
257
 
  
$
400
 
Commercial and consumer equipment**
  
 
79
 
  
 
(165
)
  
 
167
 
Construction and forestry**
  
 
(75
)
  
 
(83
)
  
 
183
 
Credit***
  
 
386
 
  
 
274
 
  
 
254
 
Other***
  
 
(12
)
  
 
(31
)
  
 
(39
)
    


  


  


Total operating profit
  
 
817
 
  
 
252
 
  
 
965
 
    


  


  


Interest income
  
 
66
 
  
 
39
 
  
 
40
 
Investment income
                    
 
8
 
Interest expense
  
 
(223
)
  
 
(268
)
  
 
(182
)
Foreign exchange loss
  
 
(17
)
  
 
(15
)
  
 
(8
)
Corporate expenses—net
  
 
(66
)
  
 
(54
)
  
 
(43
)
Income taxes
  
 
(258
)
  
 
(18
)
  
 
(294
)
    


  


  


Total
  
 
(498
)
  
 
(316
)
  
 
(479
)
    


  


  


Net income (loss)
  
$
319
 
  
$
(64
)
  
$
486
 
    


  


  


 
*
 
In 2002, operating profit (loss) of the agricultural equipment, commercial and consumer equipment, construction and forestry, credit and other segments includes expense for special items of $12 million, $24 million, $27 million, none and $9 million, respectively, for a total of $72 million. In 2001, the expense for special items was $97 million, $160 million, $83 million, $3 million and $1 million, respectively, for a total of $344 million (see Note 2).
**
 
Years 2001 and 2000 were restated for sales of $140 million and $192 million, operating losses of $29 million and $8 million and identifiable assets of $63 million and $160 million, respectively, for the transfer of the production of skid-steer loaders from commercial and consumer equipment to construction and forestry. Other insignificant restatements of segment information for this transfer were also made.
***
 
Operating profit of the credit business segment includes the effect of interest expense, which is the largest element of its operating costs, and foreign exchange gains or losses. Operating profit of the “other” category includes health care investment income.
 
Interest Income
                          
Agricultural equipment
  
$
7
 
  
$
26
 
  
$
39
 
Commercial and consumer equipment
  
 
5
 
  
 
16
 
  
 
9
 
Construction and forestry
  
 
7
 
  
 
14
 
  
 
10
 
Credit*
  
 
948
 
  
 
869
 
  
 
791
 
Corporate
  
 
66
 
  
 
39
 
  
 
40
 
Intercompany*
  
 
(187
)
  
 
(34
)
  
 
(23
)
    


  


  


Total
  
$
846
 
  
$
930
 
  
$
866
 
    


  


  


 
*       Includes interest income from equipment operations for financing trade receivables in 2002.
                          
Interest expense
                          
Agricultural equipment*
  
$
94
 
  
$
1
 
  
$
1
 
Commercial and consumer equipment*
  
 
46
 
                 
Construction and forestry*
  
 
18
 
                 
Credit
  
 
443
 
  
 
530
 
  
 
515
 
Other
           
 
1
 
  
 
2
 
Corporate
  
 
223
 
  
 
268
 
  
 
182
 
Intercompany*
  
 
(187
)
  
 
(34
)
  
 
(23
)
    


  


  


Total
  
$
637
 
  
$
766
 
  
$
677
 
    


  


  


 
*
 
Includes interest compensation to credit for financing trade receivables in 2002.
 
(continued)

42



 
OPERATING SEGMENTS

  
2002

    
2001

    
2000

 
Depreciation* and amortization expense
                          
Agricultural equipment
  
$
212
 
  
$
204
 
  
$
199
 
Commercial and consumer equipment
  
 
81
 
  
 
89
 
  
 
71
 
Construction and forestry
  
 
82
 
  
 
76
 
  
 
64
 
Credit
  
 
322
 
  
 
321
 
  
 
283
 
Other
  
 
28
 
  
 
28
 
  
 
31
 
    


  


  


Total
  
$
725
 
  
$
718
 
  
$
648
 
    


  


  


 
*       Includes depreciation for equipment on operating leases.
Equity in income (loss) of unconsolidated affiliates
                          
Agricultural equipment
  
$
(8
)
  
$
(7
)
  
$
(5
)
Construction and forestry
  
 
(11
)
  
 
(10
)
  
 
6
 
Credit
  
 
(4
)
  
 
(3
)
  
 
1
 
Other
  
 
(2
)
  
 
(2
)
        
    


  


  


Total
  
$
(25
)
  
$
(22
)
  
$
2
 
    


  


  


Identifiable operating assets at year end*
                          
Agricultural equipment
  
$
2,875
 
  
$
2,975
 
  
$
4,082
 
Commercial and consumer equipment**
  
 
1,324
 
  
 
1,542
 
  
 
2,056
 
Construction and forestry**
  
 
1,423
 
  
 
1,426
 
  
 
1,682
 
Credit
  
 
13,671
 
  
 
14,559
 
  
 
10,675
 
Other
  
 
356
 
  
 
385
 
  
 
338
 
Corporate
  
 
4,119
 
  
 
1,776
 
  
 
1,636
 
    


  


  


Total
  
$
23,768
 
  
$
22,663
 
  
$
20,469
 
    


  


  


*       Includes inventory as presented on the balance sheet.
**     See previous ** note.
Capital additions
                          
Agricultural equipment
  
$
230
 
  
$
266
 
  
$
214
 
Commercial and consumer equipment
  
 
62
 
  
 
161
 
  
 
131
 
Construction and forestry
  
 
59
 
  
 
58
 
  
 
57
 
Credit
  
 
3
 
  
 
3
 
  
 
10
 
Other
  
 
4
 
  
 
12
 
  
 
10
 
    


  


  


Total
  
$
358
 
  
$
500
 
  
$
422
 
    


  


  


Investment in unconsolidated affiliates at year end
                          
Agricultural equipment
  
$
20
 
  
$
29
 
  
$
26
 
Commercial and consumer equipment
  
 
6
 
  
 
3
 
  
 
2
 
Construction and forestry
  
 
145
 
  
 
156
 
  
 
153
 
Credit
  
 
7
 
  
 
6
 
  
 
10
 
Other
  
 
3
 
  
 
4
 
        
    


  


  


Total
  
$
181
 
  
$
198
 
  
$
191
 
    


  


  


 
The company also evaluates its equipment segments based on Operating Return on Operating Assets (OROA). For purposes of this calculation, operating assets consist of average identifiable assets during the year with inventory at standard cost, which approximates FIFO cost. A summary of average operating assets and OROA for the equipment segments with dollars in millions were as follows:
 
    
2002

    
2001

    
2000

 
Operating profit (loss)
                          
Agricultural equipment
  
$
439
 
  
$
257
 
  
$
400
 
Commercial and consumer equipment
  
 
79
 
  
 
(165
)
  
 
167
 
Construction and forestry
  
 
(75
)
  
 
(83
)
  
 
183
 
Other equipment
  
 
(42
)
  
 
(55
)
  
 
(57
)
    


  


  


Total
  
$
401
 
  
$
(46
)
  
$
693
 
    


  


  


Average identifiable operating assets during the year*
                          
Agricultural equipment
  
$
3,222
 
  
$
4,505
 
  
$
4,313
 
Commercial and consumer equipment
  
 
1,476
 
  
 
2,386
 
  
 
2,175
 
Construction and forestry
  
 
1,445
 
  
 
1,741
 
  
 
1,471
 
Other equipment
  
 
86
 
  
 
111
 
  
 
110
 
    


  


  


Total
  
$
6,229
 
  
$
8,743
 
  
$
8,069
 
    


  


  


 
*       Includes inventory as presented on the balance sheet.
Average identifiable operating assets during the year*
                          
Agricultural equipment
  
$
3,789
 
  
$
5,020
 
  
$
4,889
 
Commercial and consumer equipment
  
 
1,666
 
  
 
2,634
 
  
 
2,385
 
Construction and forestry
  
 
1,606
 
  
 
1,913
 
  
 
1,655
 
Other equipment
  
 
86
 
  
 
111
 
  
 
110
 
    


  


  


Total
  
$
7,147
 
  
$
9,678
 
  
$
9,039
 
    


  


  


 
*       Includes inventory at standard cost.
Operating return on operating assets*
                          
Agricultural equipment
  
 
11.6%
 
  
 
5.1%
 
  
 
8.2%
 
Commercial and consumer equipment
  
 
4.7%
 
  
 
(6.3)%
 
  
 
7.0%
 
Construction and forestry
  
 
(4.7)%
 
  
 
(4.3)%
 
  
 
11.1%
 
Total
  
 
5.6%
 
  
 
(.5)%
 
  
 
7.7%
 
 
*       Based on inventory at standard cost.
 
In addition, the company evaluates its equipment segments and Financial Services utilizing a financial metric referred to as Shareholder Value Added (SVA). Each of the equipment segments is assessed a pretax cost of assets, which is 12 percent of the segment’s average identifiable operating assets during the year with inventory at standard cost. Financial Services is assessed a pretax cost of equity, which is approximately 19 percent of its average equity during the year excluding the allowance for doubtful receivables. The cost of assets or equity, as applicable, is deducted from the operating profit or added to the operating loss of the equipment segments or Financial Services to determine the amount of SVA. For this purpose, the operating profit of Financial Services is net income before income taxes and changes to the allowance for doubtful receivables (see Note 29).
 
A reconciliation of the Financial Services’ (credit and health care) SVA components with dollars in millions follows:
 
    
2002

    
2001

    
2000

 
Operating profit
  
$
416
 
  
$
298
 
  
$
272
 
Change in allowance for doubtful receivables
  
 
16
 
  
 
27
 
  
 
13
 
    


  


  


SVA income
  
$
432
 
  
$
325
 
  
$
285
 
    


  


  


Average equity
  
$
2,115
 
  
$
1,505
 
  
$
1,324
 
Average allowance for doubtful receivables
  
 
161
 
  
 
111
 
  
 
103
 
    


  


  


SVA average equity
  
$
2,276
 
  
$
1,616
 
  
$
1,427
 
    


  


  


SVA return on average equity
  
 
19.0
%
  
 
20.1
%
  
 
20.0
%

43


 

 
The Shareholder Value Added (Lost) for each of the equipment segments and Financial Services in millions of dollars were as follows:
 
    
2002

    
2001

    
2000

 
Agricultural equipment
  
$
(16
)
  
$
(346
)
  
$
(187
)
Commercial and consumer equipment
  
 
(121
)
  
 
(481
)
  
 
(119
)
Construction and forestry
  
 
(267
)
  
 
(312
)
  
 
(16
)
Other equipment
  
 
(53
)
  
 
(69
)
  
 
(70
)
Financial services
  
 
(5
)
  
 
21
 
  
 
16
 
    


  


  


Total
  
$
(462
)
  
$
(1,187
)
  
$
(376
)
    


  


  


 
The company views and has historically disclosed its operations as consisting of two geographic areas, the United States and Canada, and overseas, shown below in millions of dollars. Operating income for these areas has been disclosed in addition to the requirements under FASB Statement No. 131. No individual foreign country’s net sales and revenues were material for disclosure purposes. The percentages shown in the captions for net sales and revenues indicate the approximate proportion of each amount that relates to the United States only. The percentages are based upon a three-year average for 2002, 2001 and 2000.
 
GEOGRAPHIC AREAS

  
2002

  
2001

    
2000

Net sales and revenues
                      
Unaffiliated customers:
                      
United States and Canada:
                      
Equipment operations net sales (92%)
  
$
8,199
  
$
8,124
 
  
$
8,272
Financial Services revenues (89)%
  
 
1,950
  
 
1,937
 
  
 
1,731
    

  


  

Total
  
 
10,149
  
 
10,061
 
  
 
10,003
    

  


  

Overseas:
                      
Equipment operations net sales
  
 
3,504
  
 
2,954
 
  
 
2,897
Financial Services revenues
  
 
127
  
 
100
 
  
 
79
    

  


  

Total
  
 
3,631
  
 
3,054
 
  
 
2,976
    

  


  

Other revenues
  
 
167
  
 
178
 
  
 
158
    

  


  

Total
  
$
13,947
  
$
13,293
 
  
$
13,137
    

  


  

Operating profit (loss)
                      
United States and Canada:
                      
Equipment operations
  
$
170
  
$
(164
)
  
$
529
Financial Services
  
 
410
  
 
283
 
  
 
265
    

  


  

Total
  
 
580
  
 
119
 
  
 
794
    

  


  

Overseas:
                      
Equipment operations
  
 
231
  
 
118
 
  
 
164
Financial Services
  
 
6
  
 
15
 
  
 
7
    

  


  

Total
  
 
237
  
 
133
 
  
 
171
    

  


  

Total
  
$
817
  
$
252
 
  
$
965
    

  


  

Property and equipment
                      
United States
  
$
1,285
  
$
1,407
 
  
$
1,322
Mexico
  
 
217
  
 
189
 
  
 
197
Germany
  
 
192
  
 
155
 
  
 
121
Other countries
  
 
304
  
 
301
 
  
 
272
    

  


  

Total
  
$
1,998
  
$
2,052
 
  
$
1,912
    

  


  

 
28. SUPPLEMENTAL INFORMATION (UNAUDITED)

 
Quarterly information with respect to net sales and revenues and earnings is shown in the following schedule. Such information is shown in millions of dollars except for per share amounts.
 
    
First
Quarter

    
Second
Quarter

  
Third
Quarter

  
Fourth
Quarter

 
2002
                               
Net sales and revenues
  
$
2,522
 
  
$
3,987
  
$
3,969
  
$
3,469
 
Income (loss) before income taxes
  
 
(53
)
  
 
240
  
 
289
  
 
127
 
Net income (loss)
  
 
(38
)
  
 
142
  
 
147
  
 
68
 
Net income (loss) per share—basic
  
 
(.16
)
  
 
.60
  
 
.62
  
 
.28
 
Net income (loss) per share—diluted
  
 
(.16
)
  
 
.59
  
 
.61
  
 
.28
 
Dividends declared per share
  
 
.22
 
  
 
.22
  
 
.22
  
 
.22
 
Dividends paid per share
  
 
.22
 
  
 
.22
  
 
.22
  
 
.22
 
2001
                               
Net sales and revenues*
  
$
2,705
 
  
$
3,809
  
$
3,618
  
$
3,161
 
Income (loss) before income taxes
  
 
92
 
  
 
215
  
 
137
  
 
(469
)
Net income (loss)
  
 
56
 
  
 
128
  
 
72
  
 
(320
)
Net income (loss) per share—basic
  
 
.24
 
  
 
.55
  
 
.30
  
 
(1.36
)
Net income (loss) per share—diluted
  
 
.24
 
  
 
.54
  
 
.30
  
 
(1.36
)
Dividends declared per share
  
 
.22
 
  
 
.22
  
 
.22
  
 
.22
 
Dividends paid per share
  
 
.22
 
  
 
.22
  
 
.22
  
 
.22
 
 
*
 
In the fourth quarter of 2001, the company adopted EITF Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs. The increases in net sales and cost of sales in 2001 from the adoption of the new standard were $25 million in the first quarter, $33 million in the second quarter, $34 million in the third quarter, $31 million in the fourth quarter and $123 million for the year (see Note 1).
 
Common stock per share sales prices from New York Stock Exchange composite transactions quotations follow:
 
    
First
Quarter

  
Second
Quarter

  
Third
Quarter

  
Fourth Quarter

2002 Market price
                           
High
  
$
45.15
  
$
49.98
  
$
49.18
  
$
49.25
Low
  
$
36.60
  
$
41.10
  
$
37.50
  
$
39.50
2001 Market price
                           
High
  
$
47.13
  
$
45.96
  
$
42.80
  
$
45.00
Low
  
$
34.63
  
$
34.45
  
$
36.04
  
$
33.50
 
At October 31, 2002, there were 31,238 holders of record of the company’s $1 par value common stock.
 
Dividend and Other Events
 
A quarterly cash dividend of $.22 per share was declared at the board of directors’ meeting held on December 4, 2002, payable on February 1, 2003.
 
In December 2002, the company’s credit operations issued $300 million of 3.1% medium-term notes due in 2005 and entered into interest rate swaps related to $150 million of these notes, which swapped the fixed rate to a variable rate of 1.7% as of December 11, 2002.

44


29. SUPPLEMENTAL CONSOLIDATING DATA

 
INCOME STATEMENT
For the Years Ended October 31, 2002, 2001 and 2000
(in millions of dollars)
 
    
EQUIPMENT OPERATIONS*

  
FINANCIAL SERVICES

    
2002

    
2001

    
2000

  
2002

    
2001

    
2000

Net Sales and Revenues
                                                 
Net Sales
  
$
11,702.8
 
  
$
11,077.4
 
  
$
11,168.6
                        
Finance and interest income
  
 
85.6
 
  
 
95.9
 
  
 
99.1
  
$
1,440.6
 
  
$
1,383.5
 
  
$
1,245.4
Health care premiums and fees
                           
 
654.2
 
  
 
603.6
 
  
 
493.0
Other income
  
 
146.0
 
  
 
129.4
 
  
 
109.2
  
 
167.3
 
  
 
91.4
 
  
 
94.8
    


  


  

  


  


  

Total
  
 
11,934.4
 
  
 
11,302.7
 
  
 
11,376.9
  
 
2,262.1
 
  
 
2,078.5
 
  
 
1,833.2
    


  


  

  


  


  

Costs and Expenses
                                                 
Cost of sales
  
 
9,608.1
 
  
 
9,391.9
 
  
 
8,952.2
                        
Research and development expenses
  
 
527.8
 
  
 
590.1
 
  
 
542.1
                        
Selling, administrative and general expenses
  
 
1,153.5
 
  
 
1,295.3
 
  
 
1,149.4
  
 
510.2
 
  
 
424.6
 
  
 
357.9
Interest expense
  
 
222.9
 
  
 
268.9
 
  
 
183.1
  
 
443.1
 
  
 
530.8
 
  
 
516.5
Interest compensation to Financial Services
  
 
158.1
 
  
 
.9
 
                               
Health care claims and costs
                           
 
518.4
 
  
 
476.0
 
  
 
380.5
Other operating expenses
  
 
81.4
 
  
 
81.3
 
  
 
44.3
  
 
370.3
 
  
 
346.2
 
  
 
306.6
    


  


  

  


  


  

Total
  
 
11,751.8
 
  
 
11,628.4
 
  
 
10,871.1
  
 
1,842.0
 
  
 
1,777.6
 
  
 
1,561.5
    


  


  

  


  


  

Income (Loss) of Consolidated Group before
Income Taxes
  
 
182.6
 
  
 
(325.7
)
  
 
505.8
  
 
420.1
 
  
 
300.9
 
  
 
271.7
Provision (credit) for income taxes
  
 
104.2
 
  
 
(87.9
)
  
 
194.7
  
 
154.1
 
  
 
105.6
 
  
 
99.1
    


  


  

  


  


  

Income (Loss) of Consolidated Group
  
 
78.4
 
  
 
(237.8
)
  
 
311.1
  
 
266.0
 
  
 
195.3
 
  
 
172.6
    


  


  

  


  


  

Equity in Income (Loss) for Unconsolidated
Subsidiaries and Affiliates
                                                 
Credit
  
 
243.0
 
  
 
176.8
 
  
 
161.5
  
 
(3.8
)
  
 
(3.3
)
  
 
.6
Other
  
 
(2.2
)
  
 
(3.0
)
  
 
12.9
           
 
.1
 
      
    


  


  

  


  


  

Total
  
 
240.8
 
  
 
173.8
 
  
 
174.4
  
 
(3.8
)
  
 
(3.2
)
  
 
.6
    


  


  

  


  


  

Net Income (Loss)
  
$
319.2
 
  
$
(64.0
)
  
$
485.5
  
$
262.2
 
  
$
192.1
 
  
$
173.2
    


  


  

  


  


  

 
*
 
Deere & Company with Financial Services on the equity basis.
 
  
 
The supplemental consolidating data is presented for informational purposes. The “Equipment Operations” (Deere & Company with Financial Services on the Equity Basis) reflect the basis of consolidation described in Note 1 to the consolidated financial statements. The consolidated group data in the “Equipment Operations” income statement reflect the results of the agricultural equipment, commercial and consumer equipment, construction and forestry and special technologies group operations. The supplemental “Financial Services” data represents Deere & Company’s credit and health care operations. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

45


29. SUPPLEMENTAL CONSOLIDATING DATA (continued)

 
BALANCE SHEET
As of October 31, 2002 and 2001
(In millions of dollars except per share amounts)
 
    
EQUIPMENT OPERATIONS*

    
FINANCIAL SERVICES

 
    
2002

    
2001

    
2002

    
2001

 
ASSETS
                                   
Cash and cash equivalents
  
$
2,638.5
 
  
$
455.4
 
  
$
176.3
 
  
$
574.7
 
Cash equivalents deposited with unconsolidated subsidiaries
  
 
790.8
 
  
 
1,643.2
 
                 
    


  


  


  


Cash and cash equivalents
  
 
3,429.3
 
  
 
2,098.6
 
  
 
176.3
 
  
 
574.7
 
Marketable securities
                    
 
189.2
 
  
 
176.2
 
Receivables from unconsolidated subsidiaries and affiliates
  
 
220.1
 
  
 
271.8
 
  
 
259.8
 
  
 
333.0
 
Trade accounts and notes receivable—net
  
 
909.4
 
  
 
1,050.7
 
  
 
2,137.7
 
  
 
2,225.6
 
Financing receivables—net
  
 
60.1
 
  
 
49.7
 
  
 
9,007.4
 
  
 
9,149.2
 
Other receivables
  
 
279.1
 
  
 
260.8
 
  
 
147.3
 
  
 
128.1
 
Equipment on operating leases—net
  
 
12.4
 
  
 
10.6
 
  
 
1,596.8
 
  
 
1,928.6
 
Inventories
  
 
1,371.8
 
  
 
1,505.7
 
                 
Property and equipment—net
  
 
1,963.4
 
  
 
2,012.8
 
  
 
34.9
 
  
 
39.5
 
Investments in unconsolidated subsidiaries and affiliates
  
 
2,248.5
 
  
 
2,383.8
 
  
 
7.7
 
  
 
6.6
 
Intangible assets—net
  
 
894.3
 
  
 
873.1
 
  
 
.6
 
  
 
.8
 
Prepaid pension costs
  
 
49.6
 
  
 
652.0
 
                 
Other assets
  
 
208.1
 
  
 
151.4
 
  
 
374.0
 
  
 
269.4
 
Deferred income taxes
  
 
1,576.3
 
  
 
944.3
 
  
 
1.8
 
  
 
.3
 
Deferred charges
  
 
73.4
 
  
 
90.6
 
  
 
20.6
 
  
 
13.9
 
    


  


  


  


Total assets
  
$
13,295.8
 
  
$
12,355.9
 
  
$
13,954.1
 
  
$
14,845.9
 
    


  


  


  


LIABILITIES AND STOCKHOLDERS’ EQUITY
                                   
LIABILITIES
                                   
Short-term borrowings
  
$
398.1
 
  
$
773.4
 
  
$
4,039.2
 
  
$
5,425.1
 
Payables to unconsolidated subsidiaries and affiliates
  
 
79.4
 
  
 
52.2
 
  
 
989.7
 
  
 
1,895.8
 
Accounts payable and accrued expenses
  
 
2,800.7
 
  
 
2,676.4
 
  
 
654.9
 
  
 
774.5
 
Health care claims and reserves
                    
 
92.8
 
  
 
100.3
 
Accrued taxes
  
 
83.2
 
  
 
36.5
 
  
 
4.2
 
  
 
7.6
 
Deferred income taxes
  
 
9.5
 
  
 
4.5
 
  
 
102.9
 
  
 
69.9
 
Long-term borrowings
  
 
2,988.8
 
  
 
2,210.2
 
  
 
5,961.5
 
  
 
4,350.5
 
Retirement benefit accruals and other liabilities
  
 
3,772.9
 
  
 
2,610.5
 
  
 
33.3
 
  
 
30.2
 
    


  


  


  


Total liabilities
  
 
10,132.6
 
  
 
8,363.7
 
  
 
11,878.5
 
  
 
12,653.9
 
    


  


  


  


STOCKHOLDERS’ EQUITY
                                   
Common stock, $1 par value (authorized—600,000,000 shares: issued—268,215,602 shares in 2002 and 2001), at stated value
  
 
1,957.0
 
  
 
1,948.6
 
  
 
968.6
 
  
 
968.6
 
Common stock in treasury, 29,321,098 shares in 2002 and 30,883,879 shares in 2001, at cost
  
 
(1,322.2
)
  
 
(1,405.5
)
                 
Unamortized restricted stock compensation
  
 
(17.8
)
  
 
(16.8
)
                 
Retained earnings
  
 
3,912.6
 
  
 
3,834.8
 
  
 
1,195.9
 
  
 
1,333.2
 
    


  


  


  


Total
  
 
4,529.6
 
  
 
4,361.1
 
  
 
2,164.5
 
  
 
2,301.8
 
    


  


  


  


Minimum pension liability adjustment
  
 
(1,032.1
)
  
 
(16.2
)
                 
Cumulative translation adjustment
  
 
(293.1
)
  
 
(285.5
)
  
 
(49.7
)
  
 
(46.8
)
Unrealized loss on derivatives
  
 
(47.0
)
  
 
(72.0
)
  
 
(45.0
)
  
 
(67.8
)
Unrealized gain on marketable securities
  
 
5.8
 
  
 
4.8
 
  
 
5.8
 
  
 
4.8
 
    


  


  


  


Accumulated other comprehensive income (loss)
  
 
(1,366.4
)
  
 
(368.9
)
  
 
(88.9
)
  
 
(109.8
)
    


  


  


  


Total stockholders’ equity
  
 
3,163.2
 
  
 
3,992.2
 
  
 
2,075.6
 
  
 
2,192.0
 
    


  


  


  


Total liabilities and stockholders’ equity
  
$
13,295.8
 
  
$
12,355.9
 
  
$
13,954.1
 
  
$
14,845.9
 
    


  


  


  


 
*
 
Deere & Company with Financial Services on the equity basis.
 
         The supplemental consolidating data is presented for informational purposes. The “Equipment Operations” (Deere & Company with Financial Services on the Equity Basis) reflect the basis of consolidation described in Note 1 to the consolidated financial statements. The supplemental “Financial Services” data represent Deere & Company’s credit and health care operations. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

46


29. SUPPLEMENTAL CONSOLIDATING DATA (continued)

 
STATEMENT OF CASH FLOWS
For the Years Ended October 31, 2002, 2001 and 2000
(In millions of dollars)
 
    
EQUIPMENT OPERATIONS*

    
FINANCIAL SERVICES

 
    
2002

    
2001

    
2000

    
2002

    
2001

    
2000

 
Cash Flows from Operating Activities
                                                     
Net income (loss)
  
$
319.2
 
  
$
(64.0
)
  
$
485.5
 
  
$
262.2
 
  
$
192.1
 
  
$
173.2
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                                                     
Provision for doubtful receivables
  
 
6.5
 
  
 
10.4
 
  
 
11.2
 
  
 
154.2
 
  
 
102.6
 
  
 
63.8
 
Provision for depreciation and amortization
  
 
394.8
 
  
 
389.5
 
  
 
359.0
 
  
 
366.3
 
  
 
359.7
 
  
 
318.5
 
Undistributed earnings of unconsolidated subsidiaries and affiliates
  
 
156.2
 
  
 
(165.1
)
  
 
(147.0
)
  
 
3.8
 
  
 
3.2
 
  
 
(.6
)
Provision (credit) for deferred income taxes
  
 
(19.2
)
  
 
(229.4
)
  
 
(152.3
)
  
 
18.0
 
  
 
(.9
)
  
 
19.5
 
Changes in assets and liabilities:
                                                     
Receivables
  
 
116.7
 
  
 
2,198.0
 
  
 
(70.6
)
  
 
(3.8
)
  
 
(9.3
)
  
 
16.8
 
Inventories
  
 
85.8
 
  
 
136.5
 
  
 
(184.0
)
                          
Accounts payable and accrued expenses
  
 
107.9
 
  
 
225.0
 
  
 
460.8
 
  
 
(4.2
)
  
 
169.5
 
  
 
79.2
 
Other
  
 
219.9
 
  
 
200.4
 
  
 
(295.1
)
  
 
(26.3
)
  
 
(104.2
)
  
 
(31.1
)
    


  


  


  


  


  


Net cash provided by operating activities
  
 
1,387.8
 
  
 
2,701.3
 
  
 
467.5
 
  
 
770.2
 
  
 
712.7
 
  
 
639.3
 
    


  


  


  


  


  


Cash Flows from Investing Activities
                                                     
Collections of receivables
  
 
8.7
 
  
 
69.5
 
  
 
13.6
 
  
 
14,992.3
 
  
 
7,068.2
 
  
 
6,641.5
 
Proceeds from sales of financing receivables
                    
 
30.6
 
  
 
2,967.8
 
  
 
1,728.0
 
  
 
978.3
 
Proceeds from maturities and sales of marketable securities
                    
 
202.8
 
  
 
75.4
 
  
 
32.4
 
  
 
45.0
 
Proceeds from sales of equipment on operating leases
  
 
1.6
 
  
 
2.1
 
  
 
1.4
 
  
 
493.6
 
  
 
389.6
 
  
 
333.2
 
Proceeds from sale of a business
  
 
53.5
 
                                            
Cost of receivables acquired
  
 
(27.4
)
  
 
(2.6
)
  
 
(20.1
)
  
 
(17,861.4
)
  
 
(12,196.9
)
  
 
(9,137.0
)
Purchases of marketable securities
                             
 
(87.8
)
  
 
(75.7
)
  
 
(61.9
)
Purchases of property and equipment
  
 
(354.5
)
  
 
(485.6
)
  
 
(414.1
)
  
 
(4.2
)
  
 
(5.4
)
  
 
(12.6
)
Cost of operating leases acquired
  
 
(6.1
)
  
 
(9.1
)
  
 
(4.7
)
  
 
(481.8
)
  
 
(766.2
)
  
 
(935.2
)
Increase in investment in Financial Services
           
 
(700.0
)
                                   
Acquisitions of businesses, net of cash acquired
  
 
(9.3
)
  
 
(308.0
)
  
 
(641.8
)
  
 
(9.7
)
  
 
(7.2
)
  
 
(1.5
)
Decrease (increase) in receivables from unconsolidated affiliates
                             
 
54.1
 
  
 
(173.9
)
  
 
(135.2
)
Other
  
 
80.3
 
  
 
66.7
 
  
 
(5.1
)
  
 
(79.5
)
  
 
5.7
 
  
 
(4.5
)
    


  


  


  


  


  


Net cash provided by (used for) investing activities
  
 
(253.2
)
  
 
(1,367.0
)
  
 
(837.4
)
  
 
58.8
 
  
 
(4,001.4
)
  
 
(2,289.9
)
    


  


  


  


  


  


Cash Flows from Financing Activities
                                                     
Increase (decrease) in short-term borrowings
  
 
(304.6
)
  
 
(225.2
)
  
 
459.7
 
  
 
(1,108.6
)
  
 
(281.3
)
  
 
1,326.1
 
Change in intercompany receivables/payables
  
 
29.6
 
  
 
62.8
 
  
 
(26.7
)
  
 
(882.0
)
  
 
1,037.0
 
  
 
457.6
 
Proceeds from long-term borrowings
  
 
708.3
 
  
 
558.8
 
  
 
752.1
 
  
 
3,865.4
 
  
 
4,259.5
 
  
 
2,061.8
 
Principal payments on long-term borrowings
  
 
(75.9
)
  
 
(73.3
)
  
 
(208.7
)
  
 
(2,695.1
)
  
 
(2,045.2
)
  
 
(2,168.7
)
Proceeds from issuance of common stock
  
 
48.0
 
  
 
17.8
 
  
 
15.9
 
                          
Repurchases of common stock
  
 
(1.2
)
  
 
(1.3
)
  
 
(.6
)
                          
Capital investment from Equipment Operations
                                      
 
700.0
 
        
Dividends paid
  
 
(208.9
)
  
 
(206.5
)
  
 
(206.0
)
  
 
(399.5
)
  
 
(10.7
)
  
 
(26.8
)
Other
  
 
(1.5
)
  
 
(2.9
)
  
 
(1.3
)
           
 
8.7
 
  
 
17.1
 
    


  


  


  


  


  


Net cash provided by (used for) financing activities
  
 
193.8
 
  
 
130.2
 
  
 
784.4
 
  
 
(1,219.8
)
  
 
3,668.0
 
  
 
1,667.1
 
    


  


  


  


  


  


Effect of Exchange Rate Changes on Cash
  
 
2.3
 
  
 
(5.6
)
  
 
(3.9
)
  
 
(7.6
)
  
 
(4.9
)
        
    


  


  


  


  


  


Net Increase (Decrease) in Cash and Cash Equivalents
  
 
1,330.7
 
  
 
1,458.9
 
  
 
410.6
 
  
 
(398.4
)
  
 
374.4
 
  
 
16.5
 
Cash and Cash Equivalents at Beginning of Year
  
 
2,098.6
 
  
 
639.7
 
  
 
229.1
 
  
 
574.7
 
  
 
200.3
 
  
 
183.8
 
    


  


  


  


  


  


Cash and Cash Equivalents at End of Year
  
$
3,429.3
 
  
$
2,098.6
 
  
$
639.7
 
  
$
176.3
 
  
$
574.7
 
  
$
200.3
 
    


  


  


  


  


  


 
*
 
Deere & Company with Financial Services on the equity basis.
 
  
 
The supplemental consolidating data is presented for informational purposes. The “Equipment Operations” (Deere & Company with Financial Services on the Equity Basis) reflect the basis of consolidation described in Note 1 to the consolidated financial statements. The supplemental “Financial Services” data represent Deere & Company’s credit and health care operations. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

47


D EERE & C OMPANY
SELECTED FINANCIAL DATA
(Dollars in millions except per share amounts)

 
    
2002

    
2001

    
2000

    
1999

    
1998

    
1997

    
1996

    
1995

    
1994

    
1993

 
Net Sales and Revenues
  
$
13,947
 
  
$
13,293
 
  
$
13,137
 
  
$
11,751
 
  
$
13,822
 
  
$
12,791
 
  
$
11,229
 
  
$
10,291
 
  
$
8,977
 
  
$
7,696
 
Net sales
  
 
11,703
 
  
 
11,077
 
  
 
11,169
 
  
 
9,701
 
  
 
11,926
 
  
 
11,082
 
  
 
9,640
 
  
 
8,830
 
  
 
7,663
 
  
 
6,479
 
Finance and interest income
  
 
1,339
 
  
 
1,445
 
  
 
1,321
 
  
 
1,104
 
  
 
1,007
 
  
 
867
 
  
 
763
 
  
 
660
 
  
 
548
 
  
 
563
 
Research and development expenses
  
 
528
 
  
 
590
 
  
 
542
 
  
 
458
 
  
 
445
 
  
 
412
 
  
 
370
 
  
 
327
 
  
 
276
 
  
 
270
 
Selling, administrative and general expenses
  
 
1,657
 
  
 
1,717
 
  
 
1,505
 
  
 
1,362
 
  
 
1,309
 
  
 
1,321
 
  
 
1,147
 
  
 
1,001
 
  
 
908
 
  
 
844
 
Interest expense
  
 
637
 
  
 
766
 
  
 
677
 
  
 
557
 
  
 
519
 
  
 
422
 
  
 
402
 
  
 
393
 
  
 
303
 
  
 
369
 
Income (loss) before changes in accounting
  
 
319
 
  
 
(64
)
  
 
486
 
  
 
239
 
  
 
1,021
 
  
 
960
 
  
 
817
 
  
 
706
 
  
 
604
 
  
 
184
 
Net income (loss)
  
 
319
 
  
 
(64
)
  
 
486
 
  
 
239
 
  
 
1,021
 
  
 
960
 
  
 
817
 
  
 
706
 
  
 
604
 
  
 
(921
)
Return on net sales
  
 
2.7
%
  
 
(.6
)%
  
 
4.3
%
  
 
2.5
%
  
 
8.6
%
  
 
8.7
%
  
 
8.5
%
  
 
8.0
%
  
 
7.9
%
  
 
(14.2
)%
Return on beginning stockholders’ equity
  
 
8.0
%
  
 
(1.5
)%
  
 
11.9
%
  
 
5.9
%
  
 
24.6
%
  
 
27.0
%
  
 
26.5
%
  
 
27.6
%
  
 
28.9
%
  
 
(34.7
)%
                                                                                           
 



















Income (loss) per share before changes in accounting
  
$
1.34
 
  
$
(.27
)
  
$
2.07
 
  
$
1.03
 
  
$
4.20
 
  
$
3.78
 
  
$
3.14
 
  
$
2.71
 
  
$
2.34
 
  
$
.80
 
Net income (loss) per share—basic
  
 
1.34
 
  
 
(.27
)
  
 
2.07
 
  
 
1.03
 
  
 
4.20
 
  
 
3.78
 
  
 
3.14
 
  
 
2.71
 
  
 
2.34
 
  
 
(3.97
)
Net Income (loss) per share—diluted
  
 
1.33
 
  
 
(.27
)
  
 
2.06
 
  
 
1.02
 
  
 
4.16
 
  
 
3.74
 
  
 
3.11
 
  
 
2.69
 
  
 
2.32
 
  
 
(3.97
)
Dividends declared per share
  
 
.88
 
  
 
.88
 
  
 
.88
 
  
 
.88
 
  
 
.88
 
  
 
.80
 
  
 
.80
 
  
 
.75
 
  
 
.68  1 / 3
 
  
 
.66  2 / 3
 
Dividends paid per
share
  
 
.88
 
  
 
.88
 
  
 
.88
 
  
 
.88
 
  
 
.86
 
  
 
.80
 
  
 
.80
 
  
 
.73  1 / 3
 
  
 
.66  2 / 3
 
  
 
.66  2 / 3
 
Average number of common shares outstanding (in thousands)
  
 
238,217
 
  
 
234,980
 
  
 
234,276
 
  
 
232,874
 
  
 
243,315
 
  
 
253,723
 
  
 
260,547
 
  
 
260,494
 
  
 
258,438
 
  
 
231,874
 
                                                                                           
 



















Total assets
  
$
23,768
 
  
$
22,663
 
  
$
20,469
 
  
$
17,578
 
  
$
18,002
 
  
$
16,320
 
  
$
14,653
 
  
$
13,847
 
  
$
12,781
 
  
$
11,467
 
Trade accounts and notes receivable—net
  
 
2,734
 
  
 
2,923
 
  
 
3,169
 
  
 
3,251
 
  
 
4,059
 
  
 
3,334
 
  
 
3,153
 
  
 
3,260
 
  
 
2,939
 
  
 
2,794
 
Financing receivables—net
  
 
9,068
 
  
 
9,199
 
  
 
8,276
 
  
 
6,743
 
  
 
6,333
 
  
 
6,405
 
  
 
5,912
 
  
 
5,345
 
  
 
4,502
 
  
 
3,755
 
Equipment on operating leases—net
  
 
1,609
 
  
 
1,939
 
  
 
1,954
 
  
 
1,655
 
  
 
1,209
 
  
 
775
 
  
 
430
 
  
 
259
 
  
 
219
 
  
 
195
 
Inventories
  
 
1,372
 
  
 
1,506
 
  
 
1,553
 
  
 
1,294
 
  
 
1,287
 
  
 
1,073
 
  
 
829
 
  
 
721
 
  
 
698
 
  
 
464
 
Property and equipment—net
  
 
1,998
 
  
 
2,052
 
  
 
1,912
 
  
 
1,782
 
  
 
1,700
 
  
 
1,524
 
  
 
1,352
 
  
 
1,336
 
  
 
1,314
 
  
 
1,240
 
Short-term borrowings:
                                                                                         
Equipment Operations
  
 
398
 
  
 
773
 
  
 
928
 
  
 
642
 
  
 
1,512
 
  
 
171
 
  
 
223
 
  
 
396
 
  
 
54
 
  
 
476
 
Financial Services
  
 
4,039
 
  
 
5,425
 
  
 
4,831
 
  
 
3,846
 
  
 
3,810
 
  
 
3,604
 
  
 
2,921
 
  
 
2,744
 
  
 
2,583
 
  
 
1,125
 
    


  


  


  


  


  


  


  


  


  


Total
  
 
4,437
 
  
 
6,198
 
  
 
5,759
 
  
 
4,488
 
  
 
5,322
 
  
 
3,775
 
  
 
3,144
 
  
 
3,140
 
  
 
2,637
 
  
 
1,601
 
Long-term borrowings:
                                                                                         
Equipment Operations
  
 
2,989
 
  
 
2,210
 
  
 
1,718
 
  
 
1,036
 
  
 
553
 
  
 
540
 
  
 
626
 
  
 
703
 
  
 
1,019
 
  
 
1,070
 
Financial Services
  
 
5,961
 
  
 
4,351
 
  
 
3,046
 
  
 
2,770
 
  
 
2,239
 
  
 
2,083
 
  
 
1,799
 
  
 
1,473
 
  
 
1,035
 
  
 
1,478
 
    


  


  


  


  


  


  


  


  


  


Total
  
 
8,950
 
  
 
6,561
 
  
 
4,764
 
  
 
3,806
 
  
 
2,792
 
  
 
2,623
 
  
 
2,425
 
  
 
2,176
 
  
 
2,054
 
  
 
2,548
 
Total stockholders’ equity
  
 
3,163
 
  
 
3,992
 
  
 
4,302
 
  
 
4,094
 
  
 
4,080
 
  
 
4,147
 
  
 
3,557
 
  
 
3,085
 
  
 
2,558
 
  
 
2,085
 
                                                                                           
 



















Book value per share
  
$
13.24
 
  
$
16.82
 
  
$
18.34
 
  
$
17.51
 
  
$
17.56
 
  
$
16.57
 
  
$
13.83
 
  
$
11.78
 
  
$
9.87
 
  
$
8.13
 
Capital expenditures
  
$
358
 
  
$
495
 
  
$
419
 
  
$
308
 
  
$
438
 
  
$
492
 
  
$
277
 
  
$
263
 
  
$
230
 
  
$
204
 
Number of employees (at year end)
  
 
43,051
 
  
 
45,069
 
  
 
43,670
 
  
 
38,726
 
  
 
37,002
 
  
 
34,420
 
  
 
33,919
 
  
 
33,375
 
  
 
34,252
 
  
 
33,070
 
 

48


 
[Letterhead]        
Deloitte & Touche LLP     
Two Prudential Plaza         
180 North Stetson Avenue
Chicago, Illinois 60601     
 
 
INDEPENDENT AUDITORS’ REPORT
 
Deere & Company:
 
We have audited the accompanying consolidated balance sheets of Deere & Company and subsidiaries as of October 31, 2002 and 2001 and the related statements of consolidated income, changes in consolidated stockholders’ equity and consolidated cash flows for each of the three years in period ended October 31, 2002. Our audits also included the financial statement schedule listed in the Index under Part IV, Item 14(a)(2). These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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, such consolidated financial statements present fairly, in all material respects, the financial position of Deere & Company and subsidiaries at October 31, 2002 and 2001 and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
 
DELOITTE & TOUCHE LLP
Chicago, Illinois
 
November 19, 2002

49


 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
DEERE & COMPANY
By:
 
/s/    R. W. Lane         

   
        R. W. Lane
        Chairman and Chief Executive Officer
 
 
Date:    19 December 2002
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Each person signing below also hereby appoints Robert W. Lane, Nathan J. Jones and James H. Becht, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem appropriate to enable Deere & Company to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission.
 
Signature

  
Title  

 
Date

/s/ John R. Block

     John R. Block
  
      Director
 
)
)
)
        
)
        
)
/s/ C. C. Bowles

  
      Director
 
)
)
     C. C. Bowles
      
)
        
)
        
) 19 December 2002
/s/ T. Kevin Dunnigan

  
      Director
 
)
)
     T. Kevin Dunnigan
      
)
        
)
        
)
/s/ Leonard A. Hadley

  
      Director
 
)
)
     Leonard A. Hadley
      
)
        
)
 

50


 
Signature

  
Title  

 
Date

        
)
/s/ Dipak C. Jain

  
        Director  
 
)
)
     Dipak C. Jain
      
)
        
)
/s/ Nathan J. Jones

     Nathan J. Jones
  
                                         Senior Vice President, Chief
                                Financial Officer and     
                                    Chief Accounting Officer 
 
)
)
)
        
)
/s/ Arthur L. Kelly

  
        Director
 
)
)
     Arthur L. Kelly
      
)
        
)
/s/ R. W. Lane

  
                                Chairman, Director and
                                 Chief Executive Officer
 
)
)
     R. W. Lane
      
)
        
) 19 December 2002
/s/ Antonio Madero B.

  
        Director
 
)
)
     Antonio Madero B.
      
)
        
)
/s/ Thomas H. Patrick

  
        Director
 
)
)
     Thomas H. Patrick
      
)
        
)
/s/ Aulana L. Peters

  
        Director
 
)
)
     Aulana L. Peters
      
)
        
)
/s/ John R. Walter

  
        Director
 
)
)
     John R. Walter
      
)
        
)

51


 
CERTIFICATIONS
 
I, Robert W. Lane, certify that:
 
1. I have reviewed this annual report on Form 10-K of Deere & Company;
 
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
 
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
 
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
Date: 19 December 2002
 
/s/ R. W. Lane

R. W. Lane
Principal Executive Officer

52


 
I, Nathan J. Jones, certify that:
 
1. I have reviewed this annual report on Form 10-K of Deere & Company;
 
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
 
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
 
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
Date: 19 December 2002
 
/s/ Nathan J. Jones

Nathan J. Jones
Principal Financial Officer

53


SCHEDULE II
 
DEERE & COMPANY AND CONSOLIDATED SUBSIDIARIES
 
VALUATION AND QUALIFYING ACCOUNTS
 
For the Years Ended October 31, 2002, 2001 and 2000
(in thousands of dollars)
 
Column A

  
Column B

  
Column C

  
Column D

  
Column E

         
Additions

              
Description

  
Balance at beginning of period

  
Charged to costs and expenses

  
Charged to other accounts

  
Deductions

  
Balance
at end
of period

        
Description

  
Amount

  
Description

  
Amount

  
YEAR ENDED OCTOBER 31, 2002
                                            
Allowance for doubtful receivables:
                                            
Equipment Operations
                                            
Trade receivable allowances
  
$
43,341
  
$
9,119
  
Bad debt recoveries
  
$
1,506
  
Trade receivable write-offs
  
$
19,474
  
$
32,723
                              
Transfer related to trade receivable sale
  
 
1,769
      
Financial Services
                                            
Trade receivable allowances
  
 
7,239
  
 
7,066
  
Acquisition
  
 
1,769
  
Trade receivable write-offs
  
 
3,707
  
 
12,367
Financing receivable allowances
  
 
125,987
  
 
155,854
              
Transfers related to retail note sales
  
 
18,052
      
                              
Financing receivable write-offs
  
 
127,343
  
 
136,446
    

  

       

       

  

Consolidated receivable allowances
  
$
176,567
  
$
172,039
       
$
3,275
       
$
170,345
  
$
181,536
    

  

       

       

  

YEAR ENDED OCTOBER 31, 2001
                                            
Allowance for doubtful receivables:
                                            
Equipment Operations
                                            
Trade receivable allowances
  
$
34,447
  
$
11,342
  
Bad debt recoveries
  
$
4,125
  
Trade receivable write-offs
  
$
6,282
  
$
43,341
                  
Acquisition
  
 
6,872
  
Transfer related to trade receivable sale
  
 
7,163
      
Financial Services
                                            
Trade receivable allowances
         
 
76
  
Acquisition
  
 
7,163
              
 
7,239
Financing receivable allowances
  
 
106,370
  
 
102,533
              
Transfers related to retail note sales
  
 
9,566
      
                              
Financing receivable write-offs
  
 
73,350
  
 
125,987
    

  

       

       

  

Consolidated receivable allowances
  
$
140,817
  
$
113,951
       
$
18,160
       
$
96,361
  
$
176,567
    

  

       

       

  

YEAR ENDED OCTOBER 31, 2000
                                            
Allowance for doubtful receivables:
                                            
Equipment Operations
                                            
Trade receivable allowances
  
$
34,027
  
$
11,177
  
Bad debt recoveries
  
$
1,940
  
Trade receivable write-offs
  
$
13,105
  
$
34,447
                  
Acquisition
  
 
408
                  
Financial Services
                            
Transfers related to retail note sales
  
 
6,734
      
Financing receivable allowances
  
 
93,219
  
 
63,813
              
Financing receivable write-offs
  
 
43,928
  
 
106,370
    

  

       

       

  

Consolidated receivable allowances
  
$
127,246
  
$
74,990
       
$
2,348
       
$
63,767
  
$
140,817
    

  

       

       

  

54


 
INDEX TO EXHIBITS
 
2.  
 
Not applicable
3.1
 
Certificate of incorporation, as amended (Exhibit 3.1 to Form 10-K of registrant for the year ended October 31, 1999*)
3.2
 
Certificate of Designation Preferences and Rights of Series A Participating Preferred Stock (Exhibit 3.2 to Form 10-K of registrant for the year ended October 31, 1998*)
3.3
 
By-laws, as amended (Exhibit 3.3 to Form 10-K of registrant for the year ended October 31, 1999*)
4.1
 
Five-Year Credit Agreement among registrant, John Deere Capital Corporation, various financial institutions, The Chase Manhattan Bank (now known as JPMorgan Chase Bank) as administrative agent, Bank of America, N.A. and Bank One, N.A. as documentation agents, and Deutsche Bank AG, New York Branch as syndication agent, et al, dated as of February 22, 2001 (Exhibit 4.1 to Form 10-Q of registrant for the quarter ended January 31, 2001*)
4.2
 
364-Day Credit Agreement among registrant, John Deere Capital Corporation, various financial institutions, JPMorgan Chase Bank, as administrative agent, Citibank, N.A. and Credit Suisse First Boston as documentation agents, and Bank of America, N.A. and Deutsche Bank AG, New York Branch as syndication agents, et al, dated as of February 19, 2002 (Exhibit 4.1 to Form 10-Q of registrant for the quarter ended January 31, 2002*)
4.3
 
Form of common stock certificate (Exhibit 4.6 to Form 10-K of registrant for the year ended October 31, 1998*)
4.4
 
Rights Agreement dated as of December 3, 1997 between registrant and The Bank of New York
4.5
 
Terms and Conditions of the Notes, published on May 31, 2002, applicable to the U.S.$3,000,000,000 Euro Medium Term Note Programme of registrant, John Deere Capital Corporation, John Deere Bank S.A., John Deere Credit Limited, John Deere Limited, John Deere B.V., John Deere Credit Inc. and John Deere Limited
Certain instruments relating to long-term debt constituting less than 10% of the registrant’s total assets, are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will file copies of such instruments upon request of the Commission.
9.  
 
Not applicable
10.1
 
Agreement as amended November 1, 1994 between registrant and John Deere Capital Corporation concerning agricultural retail notes (Exhibit 10.1 to Form 10-K of registrant for the year ended October 31, 1998*)
10.2
 
Agreement as amended November 1, 1994 between registrant and John Deere Capital Corporation relating to lawn and grounds care retail notes (Exhibit 10.2 to Form 10-K of registrant for the year ended October 31, 1998*)
10.3
 
Agreement as amended November 1, 1994 between John Deere Construction Equipment Company, a wholly-owned subsidiary of registrant and John Deere Capital Corporation concerning construction retail notes (Exhibit 10.3 to Form 10-K of registrant for the year ended October 31, 1998*)

55


 
10.4
  
Agreement dated July 14, 1997 between the John Deere Construction Equipment Company and John Deere Capital Corporation concerning construction retail notes (Exhibit 10.8 to John Deere Capital Corporation Form 10-K for the year ended October 31, 1997 Securities and Exchange Commission file number 1-6458*)
10.5
  
Agreement dated October 15, 1996 between registrant and John Deere Capital Corporation relating to fixed charges ratio, ownership and minimum net worth of John Deere Capital Corporation
10.6
  
Deere & Company Voluntary Deferred Compensation Plan (Exhibit 10.9 to Form 10-K of registrant for the year ended October 31, 1998*) **
10.7
  
John Deere Performance Bonus Plan as amended December 6, 2000 (Exhibit 10.7 to Form 10-K of registrant for the year ended October 31, 2000*) **
10.8
  
1986 John Deere Stock Option Plan (Exhibit 10.7 to Form 10-K of registrant for the year ended October 31, 1998*) **
10.9
  
1991 John Deere Stock Option Plan (Exhibit 10.9 to Form 10-K of registrant for the year ended October 31, 1999*) **
10.10
  
John Deere Restricted Stock Plan (Appendix to Notice and Proxy Statement of registrant for the annual shareholder meeting on February 28, 1996*) **
10.11
  
John Deere Equity Incentive Plan (Exhibit C to Notice and Proxy Statement of registrant for the annual shareholder meeting on February 23, 2000*) **
10.12
  
John Deere Omnibus Equity and Incentive Plan (Exhibit A to Notice and Proxy Statement of registrant for the annual shareholder meeting on February 23, 2000*) **
10.13
  
John Deere Defined Contribution Restoration Plan as amended January 1, 2000 (Exhibit 10.13 to Form 10-K of registrant for the year ended October 31, 2000*) **
10.14
  
John Deere Supplemental Pension Benefit Plan, as amended July 31, 2000 (Exhibit 10.14 to Form 10-K of registrant for the year ended October 31, 2000*)**
10.15
  
1993 Nonemployee Director Stock Ownership Plan as amended August 25, 1999 (Exhibit 10.15 to Form 10-K of registrant for the year ended October 31, 1999*)**
10.16
  
Deere & Company Nonemployee Director Deferred Compensation Plan as amended May 26, 1999 (Exhibit 10.16 to Form 10-K of registrant for the year ended October 31, 1999*)**
10.17
  
Form of Severance Protection Agreement between registrant and the executive officers (Exhibit 10.1 to Form 10-Q of registrant for the quarter ended April 30, 2000*)**
10.18
  
Early Retirement Agreement dated August 10, 2001 between registrant and Ferdinand F. Korndorf (Exhibit 10.18 to Form 10-K of registrant for the year ended October 31, 2001*)**
10.19
  
Asset Purchase Agreement dated October 29, 2001 between registrant and Deere Capital, Inc. concerning the sale of trade receivables (Exhibit 10.19 to Form 10-K of registrant for the year ended October 31, 2001*)
10.20
  
Asset Purchase Agreement dated October 29, 2001 between John Deere Construction & Forestry Company and Deere Capital, Inc. concerning the sale of trade receivables (Exhibit 10.20 to Form 10-K of registrant for the year ended October 31, 2001*)
10.21
  
Factoring Agreement dated September 20, 2002 between John Deere Finance S.A. and John Deere Vertrieb, a branch of Deere & Company, concerning the sale of trade receivables
10.22
  
Receivables Purchase Agreement dated August 23, 2002 between John Deere Finance S.A. and John Deere Limited (Scotland) concerning the sale of trade receivables
12.
  
Computation of ratio of earnings to fixed charges
13.
  
Not applicable

56


16.
  
Not applicable
18.
  
Not applicable
21.
  
Subsidiaries
22.
  
Not applicable
23.
  
Consent of Deloitte & Touche LLP
24.
  
Power of Attorney (included on signature page)
99.
  
Statement of Robert W. Lane, Chairman, President and Chief Executive Officer of Deere & Company and Nathan J. Jones, Senior Vice President and Chief Financial Officer of Deere & Company, as required by Section 906 of the Sarbanes-Oxley Act of 2002

*
 
Incorporated by reference. Copies of these exhibits are available from the Company upon request.
**
 
Compensatory plan or arrangement filed as an exhibit pursuant to Item 14(c) of Form 10-K.

57
EXHIBIT 4.4

 
 
 
DEERE & COMPANY
 
and
 
THE BANK OF NEW YORK
 
Rights Agent
 
 
 

     
     
 
Rights Agreement
 
Dated as of December 3, 1997
 
 
 

Page 9


TABLE OF CONTENTS
 
    Page
Section 1 Certain Definitions 13
Section 2. Appointment of Rights Agent 18
Section 3. Issue of Rights Certificates 18
Section 4. Form of Rights Certificates 21
Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 23
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 24
Section 8. Cancellation and Destruction of Rights Certificates 27
Section 9. Reservation and Availability of Capital Stock 27
Section 10. Preferred Stock Record Date 30
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights 30
Section 12. IGN Certificate of Adjusted Purchase Price or Number of Shares 42
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power 42
Section 14. Fractional Rights and Fractional Shares 46
Section 15. Rights of Action 48
Section 16. Agreement of Rights Holders 48
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Section 17. Rights Certificate Holder Not Deemed a Stockholder 49
Section 18. Concerning the Rights Agent 49
Section 19. Merger or Consolidation or Change of Name of Rights Agent 50
Section 20. Duties of Rights Agent 51
Section 21. Change of Rights Agent 54
Section 22. Issuance of New Rights Certificates 55
Section 23. Redemption and Termination 56
Section 24. Exchange. 57
Section 25. Notice of Certain Events 58
Section 26. Notices 59
Section 27. Supplements and Amendments 60
Section 28. Successors 61
Section 29. Determinations and Actions by the Board of Directors, etc. 61
Section 30. Benefits of this Agreement 62
Section 31. Severability 62
Section 32. Governing Law 62
Section 33. Counterparts 63
Section 34. Descriptive Headings 63
   
Exhibit A - Form of Rights Certificate 64
Exhibit B - Form of Summary of Rights 71

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RIGHTS AGREEMENT
 
     RIGHTS AGREEMENT, dated as of December 3, 1997 (the "Agreement"), between Deere & Company, a Delaware corporation (the "Company"), and The Bank of New York, a New York corporation (the "Rights Agent").
 
W I T N E S S E T H
 
     WHEREAS, on December 9, 1987 (the "1987 Rights Dividend Declaration Date"), the Board of Directors of the Company authorized the Rights Agreement, dated as of December 9, 1987, as amended, between the Company and the Rights Agent thereunder (the "1987 Agreement") and declared a dividend distribution of one right (a "1987 Right") for each share of Common Stock (as hereinafter defined) of the Company outstanding at the close of business on December 31, 1987 (the "1987 Record Date"). Each 1987 Right representing the right to purchase one one-hundredth of a share of Series A Participating Preferred Stock of the Company;
 
     WHEREAS, on December 3, 1997, the Board of Directors of the Company determined it desirable and in the best interests of the Company and its shareholders for the Company to extend the benefits afforded by the 1987 Agreement and to implement such extension by executing this Agreement;
 
     WHEREAS, on December 3, 1997 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock outstanding upon the close of business on December 31, 1997 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock issued (whether as an original issuance or from the Company's treasury) between the Record Date and the Distribution Date (as hereinafter defined) and in certain other circumstances provided herein, each Right initially representing the right to purchase one three-hundredth of a share of Series A Participating Preferred Stock of the Company upon the terms and subject to the conditions hereinafter set forth (the "Rights");

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     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
 
Section 1.   Certain Definitions.  For purposes of this Agreement, the following terms have the meanings indicated:
 
(a) "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding, but shall not include the (i) Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company, or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (iv) any Person who becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company unless and until such Person, after becoming aware that such Person has become the Beneficial Owner of fifteen percent (15%) or more of the then outstanding shares of Common Stock, acquires beneficial ownership of additi onal shares of Common Stock representing one percent (1%) or more of the shares of Common Stock then outstanding, or (v) any such Person who has reported or is required to report such ownership (but less than 20%) on Schedule 13G under the Securities and Exchange Act of 1934, as amended and in effect on the date of the Agreement (the "Exchange Act") (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such schedule (other than the disposition of the Common Stock) and, within 10 Business Days of being requested by the Company to advise it regarding the same, certifies to the Company that such Person acquired shares of Common Stock in excess of 14.9% inadvertently or without knowledge of the terms of the Rights and who, together with all Affiliates and Associates, thereafter does not acquire additional shares of Common Stock while the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding;
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  provided, however, that if the Person requested to so certify fails to do so within 10 Business Days, then such Person shall become an Acquiring Person immediately after such 10-Business- Day period.
   
(b) "Act" shall mean the Securities Act of 1933.
   
(c) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended and in effect on the date of this Agreement (the "Exchange Act").
   
(d) A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," any securities:
   
  (i) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," (A) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (B) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event (as hereinafter defined), or (C) securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event which Rights were acquired by such Person or any of such Person's Affili ates or Associates prior to the Distribution Date (as hereinafter defined) or pursuant to Section 3(a) or Section 22 hereof (the "Original Rights") or pursuant to Section 11(i) hereof in connection with an adjustment made with respect to any Original Rights;
     
  (ii) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and
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    Regulations under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or
     
  (iii) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person's Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing), for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to subparagraph (ii) of this paragraph (d)) or disposing of any voting securities of the Company; provided, however, that nothing in this paragraph (d) shall cause a Person engaged in business as an underwriter of securities to be the "Beneficial Owner" of, or to "beneficially own," any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition, and then only if such securities continue to be owned by such Person at such expiration of forty days.
     
(e) "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the States of Illinois or New York are authorized or obligated by law or executive order to close.
   
(f) "Close of business" on any given date shall mean 5:00 P.M., New York City time (or Chicago time for purposes of Section 23 hereof), on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York City time (or Chicago time for purposes of Section 23 hereof), on the next succeeding Business Day.
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(g) "Common Stock" shall mean the common stock, $1 par value, of the Company, except that "Common Stock" when used with reference to any Person other than the Company shall mean the capital stock of such Person with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management, of such Person.
   
(h) "Common Stock Equivalents" shall have the meaning set forth in Section 11(a)(iii) hereof.
   
(i) "Current market price" shall have the meaning set forth in Section 11(d)(i) hereof.
   
(j) "Current Value" shall have the meaning set forth in Section 11(a)(iii) hereof.
   
(k) "Distribution Date" shall have the meaning set forth in Section 3(a) hereof.
   
(l) " Equivalent Preferred Stock" shall have the meaning set forth in Section 11(b) hereof.
   
" (m) " "Exchange Act" shall have the meaning set forth in Section 1(c) hereof.
   
(n) "Exchange Ratio" shall have the meaning set forth in Section 24 hereof.
   
(o) "Expiration Date" shall have the meaning set forth in Section 7(a) hereof.
   
(p) "Final Expiration Date" shall have the meaning set forth in Section 7(a) hereof.
   
(q) "Person" shall mean any individual, firm, corporation, partnership or other entity.
   
(r) "Preferred Stock" shall mean shares of Series A Participating Preferred Stock, $1 par value, of the Company and, to the extent that there are not a sufficient number of shares of Series A Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of Preferred Stock, $1 par value, of the Company designated for
Page 16


  such purpose containing terms substantially similar to the terms of the Series A Participating Preferred Stock.
   
(s) "Principal Party" shall have the meaning set forth in Section 13(b) hereof.
   
(t) "Purchase Price" shall have the meaning set forth in Section 4(a)(ii) hereof.
   
(u) "Record Date" shall have the meaning set forth in the WHEREAS clause at the beginning of this Agreement.
   
(v) "Redemption Price" shall have the meaning set forth in Section 23(a) hereof.
   
(w) "Rights" shall have the meaning set forth in the WHEREAS clause at the beginning of this Agreement.
   
(x) "Rights Certificates" shall have the meaning set forth in Section 3(a) hereof.
   
(y) "Rights Dividend Declaration Date" shall have the meaning set forth in the WHEREAS clause at the beginning of this Agreement.
   
(z) "Section 11(a)(ii) Event" shall mean any event described in Section 11(a)(ii) hereof.
   
(aa) "Section 11(a)(ii) Trigger Date" shall have the meaning set forth in Section 11(a)(iii) hereof.
   
(bb) "Section 13 Event" shall mean any event described in clauses (x), (y) or (z) of Section 13(a) hereof.
   
(cc) "Spread" shall have the meaning set forth in Section 11(a)(iii) hereof.
   
(dd) "Stock Acquisition Date" shall mean the first date of public announcement (which, for purposes of the definition, shall include, without limitation, a report filed pursuant Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

Page 17


(ee) "Subsidiary" shall mean, with reference to any Person, any corporation of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.
   
(ff) "Substitution Period" shall have the meaning set forth in Section 11(a)(iii) hereof.
   
(gg) "Summary of Rights" shall have the meaning set forth in Section 3(b) hereof.
   
(hh) "Trading Day" shall have the meaning set forth in Section 11(d)(i) hereof.
   
(ii) "Triggering Event" shall mean any Section 11(a)(ii) Event or any Section 13 Event.
   
Section 2.   Appointment of Rights Agent.  The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Stock) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co- rights agents as it may deem necessary or desirable. The Rights Agent shall have no duty to supervise and shall, in no event, be liable for the acts or omissions of any such co-rights agent.
 
Section 3.   Issue of Rights Certificates.
 
(a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth business day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published

Page 18


  or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of such Distribution Date from the Company the Rights Agent will send by such means as may be selected by the Company, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.
   
(b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights") to any holder who may so request from time to time prior to the expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the

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  Distribution Date or the Expiration Date (as such term is defined in Section (a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.
   
(c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights and shall bear the following legend (or the legend required under the 1987 Agreement):
   
  This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Deere & Company (the "Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.
   
  With respect to such certificates bearing the foregoing legend (or the legend required under the 1987 Agreement), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer

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  of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.
 
Section 4.   Form of Rights Certificates.
 
(a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. The Rights Certificates shall be in machine printable format in a form satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of one three-hundredths o f a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one three-hundredth of a share, the "Purchase Price"), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

(b) Any Rights Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing

Page 21


agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend:

The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

Section 5.   Countersignature and Registration.

(a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

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(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Section 6.   Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

(a) Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the Expiration Date, any Rights Certificate or Certificates (other than Rights Certificates representing Rights that may have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Rights Certificate or Certificates, entitling the registered holder to purchase a like number of one three- hundredths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate or Certificates surrendered then entitles such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Certificates shall make such request in writing delivered to the Rights Agent, a nd shall surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b),

Page 23


Section 7(e), Section 14 and Section 24 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.

(b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

Section 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights.

(a) Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one three-hundredths of a share (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City time, on December 31, 2007, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board, the "Final Expiration Date"), or (ii) the time at

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which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").

(b) The Purchase Price for each one three-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $225, and shall be subject to adjustment from time to time as provided in Sections 11 and 13(a) hereof and shall be payable in accordance with paragraph (c) below.

(c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one three-hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one three- hundredths of a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise o f the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one three- hundredths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount

Page 25


may be adjusted pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

(d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof.

(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding wh ich has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any

Page 26


provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.

(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Section 8.   Cancellation and Destruction of Rights Certificates.  All Rights Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

Section 9.   Reservation and Availability of Capital Stock.

(a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the

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occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

(b) So long as the shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

(c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public

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announcement at such time as the suspension has been rescinded. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law, or a necessary registration statement shall not have been declared effective.

(d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all one three-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable.

(e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for a number of one three-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of a number of one three-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for a number of one three-hundredths of a share of Preferred Stock (or Common Stock and/or ot her securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

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Section 10.   Preferred Stock Record Date.  Each person in whose name any certificate for a number of one three-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, an d such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section 11.   Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights.  The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as

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otherwise provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Se ction 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.

(ii) In the event any Person shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a transaction set forth in Section 13(a) hereof, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by at least a majority of the members of the Board of Directors who are not officers of the Company and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person, after receiving advice from one or more investment banking firms, to be (a) at a price which is fair to stockholders and not inadequate (taking into account all factors which such members of the Board deem relevant, including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise i n the best interests of the Company and its stockholders then, promptly following the occurrence of such event, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at the then

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current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one three-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one three-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such first occurrence (such number of shares, the "Adjustment Shares").

(iii) In the event that the number of shares of Common Stock which are authorized by the Company's Restated Certificate of Incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, are not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value"), and (B) with respect to each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, such as the Preferred Stock, which the Board has deemed to have the essentially same value or econ omic rights as shares of Common Stock (such shares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii)

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Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of the preceding sentence, the term "Spread" shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board determines in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek sharehol der approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended, is herein called the "Substitution Period"). To the extent that action is to be taken pursuant to the first and/or third sentences of this Section 11(a)(iii), the Company (1) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (2) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such shareholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the current market price per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the per share or per unit value of any Common Stock Equivalent shall be deemed to equal the current market price per share of the Common Stock on such date.

(b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days

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after such record date) Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred Stock ("Equivalent Preferred Stock")) or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or per share of Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Equiv alent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpos e of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(c) In case the Company shall fix a record date for a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or

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merger in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or evidences of indebtedness, or of subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Preferred Stock, and the denominator of which shall be such Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect if such record date had not been fixed.

(d) (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) hereof, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities

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convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day Period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. The te rm "Trading Day" shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is not publicly held or not so listed or traded, Current Market Price per share shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

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(ii) For the purpose of any computation hereunder, the Current Market Price per share of Preferred Stock shall be determined in the same manner as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof). If the Current Market Price per share of Preferred Stock cannot be determined in the manner provided above or if the Preferred Stock is not publicly held or listed or traded in a manner described in clause (i) of this Section 11(d), the Current Market Price per share of Preferred Stock shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the Current Market Price per share of the Common Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Prefer red Stock shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For all purposes of this Agreement, the Current Market Price of a Unit shall be equal to the Current Market Price of one share of Preferred Stock divided by 100.

(e) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction which mandates such adjustment, or (ii) the Expiration Date.

(f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any

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shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one three-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one three-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one three-hundredths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one three- hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one three-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights

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(calculated to the nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Ri ghts to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or the number of one three-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one three-hundredth of a share and the number of one three-hundredths of a share which were expressed in the initial Rights Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one three-hundredths of a share

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of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable such number of one three-hundredths of a share of Preferred Stock at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of one three-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one three- hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that in their good faith judgment the Board of Directors of the Company shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred Stock at less than the Current Market Price, (iii) issuance wholly for cash of shares of Preferred Stock or securities which by their terms are convertible into or exchangeable for shares of Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Preferred Stock shall not be taxable to such stockholders.

(n) The Company covenants and agrees that it shall not, at any time after the Distribution Date, (i) consolidate with

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any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), if (x) at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or (y) prior to, simul taneously with or immediately after such consolidation, merger or sale, the shareholders of the Person who constitutes, or would constitute, the "Principal Party" for purposes of Section 13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates.

(o) The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23 or Section 26 hereof, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

(p) Anything in this Agreement to the contrary notwithstanding, in the event that the Company shall at any time after the Rights Dividend Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter but prior to the Distribution Date, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following

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any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the numerator which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event.

Section 12.   Certificate of Adjusted Purchase Price or Number of Shares.  Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Section 13.   Consolidation, Merger or Sale or Transfer of Assets or Earning Power.

(a) In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise

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transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non- assessable and freely tradable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one three-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one three-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the

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provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

(b) "Principal Party" shall mean:

(i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to such merger or consolidation; and

(ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions;

provided, however, that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, "Principal Party" shall refer to such other person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value.

(c) The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as

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practicable after the date of any consolidation, merger or sale of assets mentioned in paragraph (a) of this Section 13, the Principal Party will

(i) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date;

(ii) ) take all such other action as may be necessary to enable the Principal Party to issue the securities purchasable upon exercise of the Rights, including but not limited to the registration or qualification of such securities under all requisite securities laws of jurisdictions of the various states and the listing of such securities on such exchanges and trading markets as may be necessary or appropriate; and

(iii) will deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).

(d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons who acquired shares of Common Stock pursuant to a tender offer or exchange offer for all outstanding shares of Common Stock which complies with the provisions of Section 11(a)(ii) hereof (or a wholly owned subsidiary of any such Person or Persons), (ii)

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the price per share of Common Stock offered in such transaction is not less than the price per share of Common Stock paid to all holders of shares of Common Stock whose shares were purchased pursuant to such tender offer or exchange offer, and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock pursuant to such transaction is the same as the form of consideration paid pursuant to such tender offer or exchange offer. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire.

Section 14.   Fractional Rights and Fractional Shares.

(a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting sy stem with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights,

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selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.

(b) the Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one three-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one three-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one three-hundredth of a share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one three-hundredth of a share of Preferred Stock. For purposes of this Section 14(b), the current market value of one three-hundredth of a share of Preferred Stock shall be one three-hundredth of the closing price of a share of Preferred Stock (as determined pu rsuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.

(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.

(d) The holder of a Right by the acceptance of the Rights expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

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Section 15.   Rights of Action.  All rights of action in respect of this Agreement are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock), may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would no t have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement.

Section 16.   Agreement of Rights Holders.  Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock;

(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully executed;

(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the

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Rights Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and

(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Section 17.   Rights Certificate Holder Not Deemed a Stockholder.  No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the number of one three-hundredths of a share of Preferred Stock or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by suc h Rights Certificate shall have been exercised in accordance with the provisions hereof.

Section 18.   Concerning the Rights Agent.

(a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it

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hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises.

(b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

Section 19.   Merger or Consolidation or Change of Name of Rights Agent.

(a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation succeeding to all, or substantially all, the corporate trust, stock transfer or other shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt

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the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

Section 20.   Duties of Rights Agent.  The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of Current Market Price) be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant

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Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c) The Rights Agent shall be liable hereunder only for its own negligence, bad faith or willful misconduct.

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Certificates or be required to verify the same (except as to its countersignature on such Rights Certificates), but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be responsible for any adjustment required under the provisions of Section 11, Section 13 or Section 24 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after actual notice of any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or Preferred Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock will, when so issued, be validly authorized and issued, fully paid and non-assessable.

(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

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(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer.

(h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct; provided, however, reasonable care was exercised in the selection and continued employment thereof.

(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(k) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1 and/or 2 thereof, the Rights Agent shall not take any further

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action with respect to such requested exercise of transfer without first consulting with the Company.

(l) The Company agrees to give the Rights Agent prompt written notice of any event or ownership which would prohibit the exercise or transfer of the Rights Certificates.

Section 21.   Change of Rights Agent.  The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days' notice in writing mailed to the Company, and to each transfer agent of the Common Stock and Preferred Stock, by registered or certified mail, and, if such resignation occurs after the Distribution Date, to the registered holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, by registered or certified mail, and, if such removal occurs after the Distribution Date, to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoi nt a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a legal business entity organized and doing business under the laws of the United States or of the State of New York or of any other state of the United States, in good standing, having an office in the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer or shareholders services powers and which has at the time of its a ppointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent

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shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22.   Issuance of New Rights Certificates.  Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter issued by th e Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights

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Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Section 23.   Redemption and Termination.

(a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Comm on Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

(b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

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Section 24.   Exchange.

(a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owne r of 50% or more of the Common Stock then outstanding.

(b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

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(c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one three- hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof.

(d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights.

(e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Section 25.   Notice of Certain Events.

(a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its

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Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock whichever shall be the earlier.

(b) In case any of the events set forth in Section 11(a)(ii) hereof shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Section 26.   Notices.  Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by

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the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent by the Company) as follows:

Deere & Company
Attention: Corporate Secretary
John Deere Road
Moline, Illinois 61265

Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company) as follows:

The Bank of New York
Attention: Vice President Administration
101 Barclay Street - 12W
New York, New York 10286

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the Distribution Date, to the holder of certificates representing shares of Common Stock) shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 27.   Supplements and Amendments.  Prior to the Distribution Date, and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or

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supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen any time period hereunder, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of th e holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. Notwithstanding anything herein to the contrary, this Agreement may not be amended at a time when the Rights are not redeemable.

Section 28.   Successors.  All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29.   Determinations and Actions by the Board of Directors, etc.  For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d- 3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem

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the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board, or any directors on the Board to any liability to the holders of the Rights.

Section 30.   Benefits of this Agreement.  Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock).

Section 31.   Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors of the Company determines in its good faith judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth day following the date of such determination by the B oard of Directors.

Section 32.   Governing Law.  This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State, except that the rights

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and obligations of the Rights Agent shall be governed by the laws of the State of New York.

Section 33.   Counterparts.  This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 34.   Descriptive Headings.  Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

 

Attest: DEERE & COMPANY

By: /s/ Michael A. Harring

By: /s/ Robert W. Lane

Name: Michael A. Harring

Name: Robert W. Lane
Title: Assistant Secretary

Title: Senior Vice President

 

Attest: THE BANK OF NEW YORK

By: /s/ Robert McMonagle

By: /s/ John Sivertsen

Name: Robert McMonagle

Name: John Sivertsen
Title: Assistant Vice
President

Title: Vice President

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Exhibit A
 
Certificate No. R-   Rights

     
     NOT EXERCISABLE AFTER DECEMBER 31, 2007 UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]
 
Rights Certificate
 
DEERE & COMPANY
 
This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of December 3, 1997 (the "Rights Agreement"), between Deere & Company, a Delaware corporation (the "Company"), and The Bank of New York, a New York corporation (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on December 31, 2007 (unless such date is extended prior thereto by the Board of Directors) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one three-hundredth of a fully paid, non-assessable share of Series A Participating Preferred Stock (the "Preferred Stock") of the Company, at a purchase price of $225 per one three-hundredth of a share (the "Purchase Price"), upon
 

 
1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.

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presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of December 3, 1997 based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.
 
     Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate, or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event.
 
     As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events.
 
     This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights

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Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent.
 
     This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one three-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.
 
     Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares iss uable upon such exchange.
 
     No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one three- hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.

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     No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.
 
     This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
 
     WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.
 
Dated as of __________ __, ____
 
ATTEST: DEERE & COMPANY
   
   
    By:  

Secretary     Title:
       
Countersigned:
 
THE BANK OF NEW YORK
 
By:  

  Authorized Signature  

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[Form of Reverse Side of Rights Certificate]
 
FORM OF ASSIGNMENT
 
(To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)
 
FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto ____________________________
 
 

(Please print name and address of transferee)
 
this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution.
 
Dated: ______________, ____
  __________________________________
Signature
   
Signature Guaranteed:  
   
Certificate
     The undersigned hereby certifies by checking the appropriate boxes that:
 
(1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
   
(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate of Associate of an Acquiring Person.
   
Dated: ______________, ____
 
  __________________________________
  Signature
   
Signature Guaranteed:  

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NOTICE
     The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.
 
FORM OF ELECTION TO PURCHASE
 
(To be executed if holder desires to exercise Rights
represented by the Rights Certificate.)
 
To: DEERE & COMPANY:
 
     The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to:
 
Please insert social security
or other identifying number
 

(Please print name and address)
 

 
     If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:
 
Please insert social security
of other identifying number
 

(Please print name and address)
 

 
Dated: ______________, ____ ___________________________
  Signature
   
Signature Guaranteed:  

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CERTIFICATE
 
The undersigned hereby certifies by checking the appropriate boxes that:
 
(1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
   
(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
 
Dated: ______________, ____ ___________________________
  Signature
   
Signature Guaranteed:  
   
NOTICE
 
     The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

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Exhibit B
 
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
 
     On December 3, 1997, the Board of Directors of Deere & Company (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on December 31, 1997 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one three-hundredth of a share (a "Unit") of Series A Participating Preferred Stock, $1 par value (the "Preferred Stock") at a Purchase Price of $225 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Bank of New York, as Rights Agent.
 
     Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company or certain inadvertent actions by institutional or certain other stockholders, or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Until the Distribution Date, (i) the Ri ghts will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of

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Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.
 
     The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (New York City time) on December 31, 2007, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below.
 
     As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights.
 
     In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate to and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the events set forth above until such time a s the Rights are no longer redeemable by the Company as set forth below.
 
     For example, at an exercise price of $225 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $450 worth of Common Stock (or other consideration, as noted above) for $225. Assuming that the Common Stock had a per share value of $50 at such time, the holder of each valid Right would be entitled to purchase 9 shares of Common Stock for $225.

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     In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to an offer described in the second preceding paragraph), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, Common Stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Ev ents."
 
     At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one three- hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).
 
     At any time until ten days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price.
 
     Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event

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that the Rights become exercisable for Common Stock (or other consideration) of the Company or for Common Stock of the acquiring company or in the event of the redemption of the Rights as set forth above.
 
     Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing notwithstanding, no amendment may be made at such time as the Rights are not redeemable.
 
     A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Rights Agent. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference.

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EXHIBIT 4.5
TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions which, as supplemented, amended and/or replaced by the relevant Pricing Supplement, will be endorsed on each Note in definitive form issued under the Programme. The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under "Summary of Provisions Relating to the Notes while in Global Form" below.
1.   Introduction
(a)   Programme:
Deere & Company (" Deere ") (as issuer), John Deere Capital Corporation (" Deere Capital ") (as issuer), John Deere Bank S.A. (" Deere Luxembourg "), John Deere Credit Limited (ABN 55 078 714 646) (" Deere Credit Australia "), John Deere Limited (ABN 21 008 671 725) (" Deere Australia "), John Deere B.V. (" Deere Netherlands "), John Deere Credit Inc. (" Deere Credit Canada ") and John Deere Limited (" Deere Canada ") (each an " Issuer ", and, collectively the " Issuers ") have established a Euro Medium Term Note Programme (the " Programme ") for the issuance of up to U.S.$3,000,000,000 in aggregate principal amount of notes outstanding at any time (the " Notes "). Notes issued by Deere Netherlands, Deere Canada, Deere Credit Canada and Deere Australia are guaranteed by Deere (a " Guarantor ") and Notes issued by Deere Luxembourg and Deere Credit Australia are guaranteed by Deere Capital (a " Guarantor " and together with Deere, the " Guarantors ").
In these Conditions, references to " Issuer " are to Deere, Deere Capital, Deere Luxembourg, Deere Australia, Deere Credit Australia, Deere Netherlands, Deere Canada or Deere Credit Canada, as the case may be, as the Issuer of the Notes under the Programme and references to the " relevant Issuer " shall be construed accordingly. In these Conditions, references to " Guarantor " are to Deere or Deere Capital as Guarantor, in the case of Deere, of Notes to be issued by Deere Netherlands, Deere Canada, Deere Credit Canada and Deere Australia and, in the case of Deere Capital, of Notes to be issued by Deere Luxembourg and Deere Credit Australia and references to the " relevant Guarantor " shall be construed accordingly.
(b)   Pricing Supplement:
Notes issued under the Programme are issued in series (each a " Series ") and each Series may comprise one or more tranches (each a " Tranche ") of Notes. Each Tranche is the subject of a pricing supplement (the " Pricing Supplement ") which supplements these terms and conditions (the " Conditions "). The terms and conditions applicable to any particular Tranche of Notes are these Conditions as supplemented, amended and/or replaced by the relevant Pricing Supplement. The applicable Pricing Supplement or Pricing Supplements will specify whether the Issuer is Deere, Deere Capital, Deere Luxembourg, Deere Australia, Deere Credit Australia, Deere Netherlands, Deere Canada or Deere Credit Canada. In the event of any inconsistency between these Conditions and the relevant Pricing Supplement, the relevant Pricing Supplement shall prevail.
(c)   Agency Agreement:
The Notes are the subject of an amended and restated issue and paying agency agreement dated 31 May 2002 (as amended or supplemented from time to time, the " Agency Agreement ") between the Issuers, the Guarantors, JPMorgan Chase Bank as fiscal agent (the " Fiscal Agent ", which expression includes any successor fiscal agent appointed from time to time in connection with the Notes) and the paying agents named therein (together with the Fiscal Agent, the " Paying Agents ", which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes).

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(d)   Deeds of Guarantee:
Notes issued by Deere Netherlands, Deere Canada, Deere Credit Canada and Deere Australia are the subject of a deed of guarantee dated 31 May 2002 (as amended or supplemented from time to time, the " Deere Deed of Guarantee ") entered into by Deere. Notes issued by Deere Luxembourg and Deere Credit Australia are the subject of a deed of guarantee dated 31 May 2002 (as amended or supplemented from time to time, the " JDCC Deed of Guarantee " together with the Deere Deed of Guarantee, the " Deeds of Guarantee " and each a " Deed of Guarantee ") entered into by Deere Capital.
(e)   The Notes:
All subsequent references in these Conditions to " Notes " are to the Notes which are the subject of the relevant Pricing Supplement. Copies of the relevant Pricing Supplement are available for inspection by Noteholders during normal business hours at the Specified Office of the Fiscal Agent, the initial Specified Office of which is set out below.
(f)   Summaries:
Certain provisions of these Conditions are summaries of the Agency Agreement and the Deeds of Guarantee and are subject to their detailed provisions. The holders of the Notes (the " Noteholders ") and the holders of the related interest coupons, if any, (the " Couponholders " and the " Coupons ", respectively) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Deeds of Guarantee applicable to them. Copies of the Agency Agreement and the Deeds of Guarantee are available for inspection by Noteholders during normal business hours at the Specified Offices of each of the Paying Agents, the initial Specified Offices of which are set out below.
 
2.   Interpretation
(a)   Definitions:
In these Conditions the following expressions have the following meanings:
" Accrual Yield " has the meaning given in the relevant Pricing Supplement;
" Additional Business Centre(s) " means the city or cities specified as such in the relevant Pricing Supplement;
" Additional Financial Centre(s) " means the city or cities specified as such in the relevant Pricing Supplement;
" Attributable Debt " shall mean, as of any particular time, the present value, discounted at a rate per annum equal to the weighted average interest rate of all Notes denominated in euro outstanding at the time under the Programme, compounded semi-annually, of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended); the net amount of rent required to be paid for any such period shall be the total amount of the rent payable by the lessee with respect to such period, but may exclude amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges; and, in the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first da te upon which it may be so terminated;
" Business Day " means:
(i) in relation to any sum payable in euro, a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and

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(ii) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, in the Principal Financial Centre of the relevant currency and in each (if any) Additional Business Centre;
" Business Day Convention ", in relation to any particular date, has the meaning given in the relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings:
(i) " Following Business Day Convention " means that the relevant date shall be postponed to the first following day that is a Business Day;
(ii) " Modified Following Business Day Convention " or " Modified Business Day Convention " means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;
(iii) " Preceding Business Day Convention " means that the relevant date shall be brought forward to the first preceding day that is a Business Day;
(iv) " FRN Convention ", " Floating Rate Convention " or " Eurodollar Convention " means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Pricing Supplement as the Specified Period after the calendar month in which the preceding such date occurred provided, however, that :
  (A) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
  (B) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and
  (C) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred; and
(v) " No Adjustment " means that the relevant date shall not be adjusted in accordance with any Business Day Convention;
" Calculation Agent " means the Fiscal Agent or such other Person specified in the relevant Pricing Supplement as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Pricing Supplement;
" Consolidated Net Worth " shall mean the aggregate of capital and surplus of Deere and its consolidated Subsidiaries, less minority interests in Subsidiaries, determined in accordance with United States Generally Accepted Accounting Principles (" GAAP ").
" Coupon Sheet " means, in respect of a Note, a coupon sheet relating to the Note;
" CSSF " means the Commission de Surveillance du Secteur Financier (the Luxembourg Financial Sector Supervisory Commission);
" Day Count Fraction " means (subject as provided in Condition 6), in respect of the calculation of an amount for any period of time (whether or not constituting an Interest Period) (the " Calculation Period "), such day count fraction as may be specified in these Conditions or the relevant Pricing Supplement and:

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(i) if " Actual/Actual (ISMA) " is so specified, means:
  (a) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
  (b) where the Calculation Period is longer than one Regular Period, the sum of:
    (A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
    (B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year;
(ii) if " Actual/365 " or " Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);
(iii) if " Actual/365 (Fixed) " is so specified, means the actual number of days in the Calculation Period divided by 365;
(iv) if " Actual/360 " is so specified, means the actual number of days in the Calculation Period divided by 360;
(v) if " 30/360 " is so specified, means the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (i) the last day of the Calculation Period is the 31st day of a month but the first day of the Calculation Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (ii) the last day of the Calculation Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and
(vi) if " 30E/360 " or " Eurobond Basis " is so specified means, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the first day or last day of the Calculation Period unless, in the case of the final Calculation Period, the date of final maturity is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month);
" Early Redemption Amount (Tax) " means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement;
" Early Termination Amount " means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Pricing Supplement;
" Extraordinary Resolution " has the meaning given in the Agency Agreement;
" Excluded Sale and Lease-back Transaction " means (A) a Sale and Lease-back Transaction which, if the Attributable Debt in respect of such Sale and Lease-back Transaction had been a Security Interest, would have been permitted by paragraph (i) of the definition of Permitted Security Interest and (B) other Sale and Lease-back Transactions where the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of Deere) of the property and (i) Deere, within 120 days of the effective date of any such arrangement, applies an amount equal to the fair value (as so determined) of such property to any Notes redeemed prior to their Maturity

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Date or the purchase and retirement of Notes or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by Deere which ranks senior to or pari passu with the Notes or of funded debt for money borrowed, incurred or assumed by any Material Subsidiary (other than, in either case, funded debt owned by Deere or any Material Subsidiary), or (ii) Deere shall, at or prior to the time of entering into the Sale and Lease-back Transaction, enter into a bona fide commitment or commitments to expend for the acquisition or improvement of any Important Property an amount at least equal to the fair value (as so determined) of such property. For this purpose, funded debt means any Debt (as defined in Condition 5(a)) which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.
" Final Redemption Amount " means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement;
" Fixed Coupon Amount " has the meaning given in the relevant Pricing Supplement;
" Guarantee " means, in relation to any Indebtedness of any Person, any obligation of another Person to pay such Indebtedness;
" Guarantee of the Notes " means either the guarantee of the Notes given by Deere in the Deere Deed of Guarantee or the guarantee of the Notes given by Deere Capital in the JDCC Deed of Guarantee;
" Important Property " means (a) any manufacturing plant, including land, all buildings and other improvements thereon, and all manufacturing machinery and equipment located therein, used by the Issuer or Deere or a Material Subsidiary primarily for the manufacture of products to be sold by the Issuer or Deere or such Material Subsidiary, (b) the executive office and administrative building of Deere in Moline, Illinois, and (c) research and development facilities, including land and buildings and other improvements thereon and research and development machinery and equipment located therein, in each case, used by the Issuer or Deere or a Material Subsidiary; except in any case property of which the aggregate fair value as determined by the Board of Directors of Deere does not at the time exceed 1 per cent. of Consolidated Net Worth of Deere, as shown on the audited onsolidated balance sheet contained in the latest annual report to stockholders of Deere;
" Indebtedness " means any indebtedness of any Person for money borrowed or raised including (without limitation) any indebtedness for or in respect of:
(i) amounts raised by acceptance under any acceptance credit facility;
(ii) amounts raised under any note purchase facility;
(iii) the amount of any liability in respect of leases or hire purchase contracts which would, in accordance with applicable law and generally accepted accounting principles, be treated as finance or capital leases;
(iv) the amount of any liability in respect of any purchase price for assets or services the payment of which is deferred for a period in excess of 60 days; and
(v) amounts raised under any other transaction (including, without limitation, any forward sale or purchase agreement) having the commercial effect of a borrowing;
" Interest Amount " means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period;
" Interest Commencement Date " means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Pricing Supplement;
" Interest Determination Date " has the meaning given in the relevant Pricing Supplement;

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" Interest Payment Date " means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Pricing Supplement and, if a Business Day Convention is specified in the relevant Pricing Supplement:
(i) as the same may be adjusted in accordance with the relevant Business Day Convention; or
(ii) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Pricing Supplement as being the Specified Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Specified Period of calendar months following the Interest Commencement Date (in the case of the first Interest Payment Date) or the previous Interest Payment Date (in any other case);
" Interest Period " means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
" ISDA Definitions " means the 2000 ISDA Definitions (as further amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Pricing Supplement) as published by the International Swaps and Derivatives Association, Inc);
" Issue Date " has the meaning given in the relevant Pricing Supplement;
" Luxembourg " means the Grand Duchy of Luxembourg;
" Margin " has the meaning given in the relevant Pricing Supplement;
" Material Subsidiary " shall mean any Subsidiary of Deere which is engaged in, or whose principal assets consist of property used by Deere or any Material Subsidiary in, the manufacture of products within the United States of America or Canada, or in the sale of products principally to customers located in the United States of America or Canada, except any corporation which is a retail dealer in which Deere has, directly or indirectly, an investment under an arrangement providing for the liquidation of such investment;
" Maturity Date " has the meaning given in the relevant Pricing Supplement;
" Maximum Redemption Amount " has the meaning given in the relevant Pricing Supplement;
" Minimum Redemption Amount " has the meaning given in the relevant Pricing Supplement;
" Optional Redemption Amount (Call) " means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement;
" Optional Redemption Amount (Put) " means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement;
" Optional Redemption Date (Call) " has the meaning given in the relevant Pricing Supplement;
" Optional Redemption Date (Put) " has the meaning given in the relevant Pricing Supplement;
" Participating Member State " means a Member State of the European Communities which adopts the euro as its lawful currency in accordance with the Treaty;
" Payment Business Day " means:
if the currency of payment is euro, any day which is:
(A) a day on which banks in the relevant place of presentation outside the United States and its possessions are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and

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(B) in the case of payment by transfer to an account, a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or
if the currency of payment is not euro, any day which is:
(A) a day on which banks in the relevant place of presentation outside the United States and its possessions are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
(B) in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre;
" Permitted Lien " means:
(i) any Security Interest created on or over any fixed assets or other physical properties hereafter acquired to secure all or part of the purchase price thereof or the acquiring hereafter of such assets or properties subject to any existing lien or charge securing indebtedness (whether or not assumed);
(ii) easements, liens, franchises or other minor encumbrances on or over any real property which do not materially detract from the value of such property or its use in the business of the Issuer, Deere Capital (as Guarantor) or a Subsidiary of Deere Capital;
(iii) any deposit or pledge of assets (i) with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Issuer, Deere Capital (as Guarantor) or a Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Issuer, Deere Capital (as Guarantor) or a Subsidiary, or (ii) as security for the performance of any contract or undertaking not directly or indirectly related to the borrowing of money or the security of indebtedness, if made in the ordinary course of business, or (iii) with any governmental agency, which deposit or pledge is required or permitted to qualify the Issuer, Deere Capital (as Guarantor) or a Subsidiary to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to workmen's compensation, unemployment insurance, old age pensions, social security, or similar matters, or (iv) made in the ordinary course of business to obtain the release of mechanics', workmen's, repairmen's, warehousemen's or similar liens, or the release of property in the possession of a common carrier;
(iv) any Security Interest by a Subsidiary as security for indebtedness owed to the Issuer or Deere Capital (as Guarantor);
(v) liens for taxes and governmental charges not yet due or contested by appropriate proceeding in good faith;
(vi) any Security Interest existing on property acquired by the Issuer or Deere Capital (as Guarantor) or a Subsidiary of Deere Capital through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;
(vii) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;
(viii) any pledge or lien (other than directly or indirectly to secure borrowed money) if, after giving effect thereto, the aggregate principal sums secured by pledges or liens otherwise within the above restrictions do not exceed U.S.$500,000; or
(ix) any transaction characterised as a sale of receivables (retail or wholesale) but reflected as secured indebtedness on a balance sheet in conformity with generally accepted accounting principles then in effect.

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" Permitted Security Interest " means:
(i) any Security Interest created on or over any property acquired, constructed or improved by the Issuer, Deere or any Material Subsidiary which is created or assumed contemporaneously with, or within 120 days after, such acquisition, construction or improvement to secure or provide for the payment of all or any part of the purchase price of such property or the cost of such construction or improvement incurred or (in addition to Security Interests contemplated by clauses (ii), (iii) and (iv) below) Security Interests on any property existing at the time of acquisition thereof provided that such Security Interest shall not apply to any Important Property theretofore owned by the Issuer, Deere or any Material Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located;
(ii) any Security Interest created on or over any property, shares of stock, or indebtedness existing at the time of acquisition thereof from a corporation which is consolidated or amalgamated with or merged into, or substantially all of the assets of which are acquired by, the Issuer, Deere or a Material Subsidiary;
(iii) any Security Interest created on or over any property of a corporation which Security Interest was existing at the time such corporation becomes a Material Subsidiary;
(iv) any Security Interest created on or over any property to secure Debt (as defined in Condition 5(a)) of a Material Subsidiary to the Issuer, Deere or to another Material Subsidiary;
(v) any Security Interest created on or over any property in favour of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Security Interest and Security Interests given to secure indebtedness incurred in connection with the financing of construction of pollution control facilities, the interest on which indebtedness is exempt from income taxes under the Internal Revenue Code;
(vi) any deposit or pledge of assets (1) with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Issuer, Deere or a Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Issuer, Deere or a Material Subsidiary, or (2) as security for the performance of any contract or undertaking not directly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business, or (3) with any governmental agency, which deposit or pledge is required or permitted to qualify the Issuer, Deere or a Material Subsidiary to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security, or similar matters, or (4) made in the ordinary course of business to obtain the release of mechanics', workmen's, repairmen's, warehouseme n's or similar liens, or the release of property in the possession of a common carrier;
(vii) any Security Interest created on or over any property acquired by the Issuer, Deere or a Material Subsidiary through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;
(viii) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;
(ix) any Security Interest created on and over any property for the sole purpose of extending, renewing or replacing in whole or part, Debt secured by any Security Interest referred to in paragraphs (i) to (viii) above, inclusive or in this paragraph, provided, however, that the principal amount of Debt secured in such extension, renewal or replacement does not

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  exceed the principal amount of Debt secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of the property subject to such Security Interest so extended, renewed or replaced (plus improvements on such property);
(x) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord's liens on property held under lease; and any other liens of a nature similar to those hereinabove described in this paragraph (x) which do not, in the opinion of the Issuer and Deere, materially impair the use of such property in the operation of the business of the Issuer, Deere or a Material Subsidiary or the value of such property for the purposes of such business;
(xi) any transaction characterised as a sale of receivables (retail or otherwise) but reflected as secured indebtedness on a balance sheet in conformity with generally accepted accounting principles then in effect;
(xii) any Security Interest created on or over any Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System of the United States of America) owned by the Issuer, Deere and its Material Subsidiaries to the extent such Margin Stock so secured exceeds 25 per cent. of the fair market value of the sum of the Important Property of the Issuer, Deere and the Material Subsidiaries plus the shares of stock (including Margin Stock) and indebtedness issued or incurred by the Material Subsidiaries; or
(xiii) any Security Interest created on or over any Important Property of, or any shares of stock or indebtedness issued or incurred by, any Material Subsidiary organised under the laws of Canada;
" Person " means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;
" Principal Financial Centre " means, in relation to any currency, the principal financial centre for that currency provided, however, that :
(i) in relation to euro, it means the principal financial centre of such Member State of the European Communities as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; and
(ii) in relation to Australian dollars, it means Sydney and, in relation to New Zealand dollars, it means either Wellington or Auckland; in each case as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent;
" Put Option Notice " means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
" Put Option Receipt " means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
" Rate of Interest " means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in relevant Pricing Supplement or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Pricing Supplement;
" Redemption Amount " means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Pricing Supplement;

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" Reference Banks " has the meaning given in the relevant Pricing Supplement or, if none, four (or if the Principal Financial Centre is Helsinki, five) major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate;
" Reference Price " has the meaning given in the relevant Pricing Supplement;
" Reference Rate " has the meaning given in the relevant Pricing Supplement;
" Regular Period " means:
(i) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and including one Interest Payment Date to but excluding the next Interest Payment Date;
(ii) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where " Regular Date " means the day and month (but not the year) on which any Interest Payment Date falls; and
(iii) in the case of Notes where, apart from an Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where " Regular Date " means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of such irregular Interest Period.
" Relevant Date " means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of payment by the Fiscal Agent on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders;
" Relevant Financial Centre " has the meaning given in the relevant Pricing Supplement provided, however, that in no event shall any location within the United States or its possessions be a Relevant Financial Centre for the purposes of any payments in respect of any Note;
" Relevant Jurisdiction " means the United States where the Issuer or the Guarantor, if applicable, is Deere or Deere Capital, Luxembourg where the Issuer is Deere Luxembourg, the Commonwealth of Australia where the Issuer is Deere Australia or Deere Credit Australia, the Netherlands where the Issuer is Deere Netherlands and Canada where the Issuer is Deere Canada or Deere Credit Canada;
" Relevant Screen Page " means the page, section or other part of a particular information service (including, without limitation, the Reuters Markets 3000 and the Moneyline Telerate Service) specified as the Relevant Screen Page in the relevant Pricing Supplement, or such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the Person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate;
" Relevant Time " has the meaning given in the relevant Pricing Supplement;
" Reserved Matter " means any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of any payment under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution;
" Sale and Lease-back Transactions" means any arrangement with any Person providing for the leasing to the Issuer, the Guarantor or any Material Subsidiary of any Important Property owned or

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hereafter acquired by the Issuer, the Guarantor or such Material Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Issuer, the Guarantor and Material Subsidiary or between Material Subsidiaries), which Important Property has been or is to be sold or transferred by the Issuer, the Guarantor or such Material Subsidiary to such Person;
" Security Interest " means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction;
" Specified Currency " has the meaning given in the relevant Pricing Supplement;
" Specified Denomination(s) " has the meaning given in the relevant Pricing Supplement;
" Specified Office " has the meaning given in the Agency Agreement;
" Specified Period " has the meaning given in the relevant Pricing Supplement;
" Subsidiary " means any corporation a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Issuer or by one or more other Subsidiaries of such Issuer. For the purposes of this definition, " voting stock " means stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency;
" Talon " means a talon for further Coupons;
" TARGET Settlement Day " means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open;
" Treaty " means the Treaty establishing the European Communities, as amended;
" Zero Coupon Note " means a Note specified as such in the relevant Pricing Supplement;
(b)   Interpretation:
In these Conditions:
(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;
(ii) if Talons are specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
(iii) if Talons are not specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Talons are not applicable;
(iv) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 12 ( Taxation ), any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these Conditions;
(v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 12 ( Taxation ) and any other amount in the nature of interest payable pursuant to these Conditions;
(vi) references to Notes being "outstanding" shall be construed in accordance with the Agency Agreement; and
(vii) if an expression is stated in Condition 2(a) to have the meaning given in the relevant Pricing Supplement, but the relevant Pricing Supplement gives no such meaning or specifies that such expression is "not applicable" then such expression is not applicable to the Notes.

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3.   Form, Denomination and Title
The Notes are issued in bearer form in the Specified Denomination(s) with Coupons and, if specified in the relevant Pricing Supplement, Talons attached at the time of issue. In the case of a Series of Notes with more than one Specified Denomination, Notes of one Specified Denomination will not be exchangeable for Notes of another Specified Denomination. Title to the Notes and the Coupons will pass by delivery. The holder of any Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof) and no Person shall be liable for so treating such holder.
4.   Status of the Notes and the Guarantees
(a)   Status of the Senior Notes:
This Condition 4(a) is applicable in relation to Notes specified in the Pricing Supplement as being unsubordinated or not specified as being subordinated (" Senior Notes "). The Senior Notes constitute direct, general, unconditional and unsubordinated obligations of the Issuer which will at all times rank pari passu and without any preference among themselves and at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.
(b)   Status of the Subordinated Notes:
(i) This Condition 4(b)(i) is applicable only in relation to Notes which are specified in the Pricing Supplement as being subordinated (" Subordinated Notes ") and are issued by Deere or Deere Capital. Subordinated Notes issued by Deere or Deere Capital constitute direct, unsecured and subordinated obligations of Deere or Deere Capital, as the case may be, which will at all times rank pari passu without prejudice among themselves and at least pari passu and rateably with all other present and future unsecured and subordinated obligations of Deere or Deere Capital from time to time outstanding save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The rights and claims of holders of the Subordinated Notes issued by Deere or Deere Capital, as the case may be, will, in the event that Deere or Deere Capital, as the case may be, is wound-up, dissolved, liquidated or ceases to exist as a body corporate, excluding where such event res ults in there being a successor to Deere or Deere Capital, as the case may be, and the obligations under the Notes are assumed by that successor, be subordinated in right of payment to unsubordinated and unsecured creditors of Deere or Deere Capital, as the case may be.
(ii) This Condition 4(b)(ii) is applicable only in relation to Subordinated Notes issued by Deere Luxembourg. Subordinated Notes issued by Deere Luxembourg constitute direct, unsecured and subordinated obligations of Deere Luxembourg which will at all times rank pari passu without preference among themselves and at least pari passu and rateably with all other present and future unsecured and subordinated obligations of Deere Luxembourg from time to time outstanding save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. In the event that Deere Luxembourg is liquidated pursuant to applicable provisions of the laws of Luxembourg, the rights and claims of holders of the Subordinated Notes issued by Deere Luxembourg will be subordinated in right of payment to all other unsubordinated and unsecured creditors of Deere Luxembourg.
(c) Guarantee by Deere of Notes issued by Deere Netherlands, Deere Canada, Deere Credit Canada and Deere Australia
Deere has in the Deere Deed of Guarantee unconditionally and irrevocably guaranteed the due and punctual payment of all sums from time to time payable by Deere Netherlands, Deere Canada, Deere Credit Canada and Deere Australia in respect of Senior Notes issued by them. This Guarantee of the Senior Notes constitutes direct, general, unconditional and unsubordinated

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obligations of Deere which will at all times rank at least pari passu with all other present and future unsubordinated and unsecured obligations of Deere, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application; and
(d) Guarantee by Deere Capital of Notes issued by Deere Luxembourg and Deere Credit Australia:
Deere Capital has in the JDCC Deed of Guarantee:
(i) unconditionally and irrevocably guaranteed the due and punctual payment of all sums from time to time payable by Deere Luxembourg and Deere Credit Australia in respect of Senior Notes issued by them. This Guarantee of the Senior Notes constitutes direct, general, unconditional and unsubordinated obligations of Deere Capital which will at all times rank at least pari passu with all other present and future unsubordinated and unsecured obligations of Deere Capital, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application; and
(ii) unconditionally and irrevocably guaranteed the due and punctual payment of all sums from time to time payable by Deere Luxembourg in respect of Subordinated Notes. This Guarantee of such Subordinated Notes constitutes direct, unconditional and subordinated obligations of Deere Capital which will at all times rank at least pari passu with all other present and future subordinated and unsecured obligations of Deere Capital, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The rights and claims of the beneficiaries of the guarantee of the Subordinated Notes will, in the event that Deere Capital is wound-up, dissolved, liquidated or ceases to exist as a body corporate, excluding where such event results in there being a successor to Deere Capital, and the obligations under the Subordinated Notes are assumed by that successor, be subordinated in right of payment to unsubordinated and unsecured creditors of Deere Capital.
5.   Negative Pledge with respect to Senior Notes
(a) This Condition 5(a) is applicable only in relation to Senior Notes issued by Deere, Deere Netherlands, Deere Canada, Deere Credit Canada and Deere Australia. So long as any Senior Note remains outstanding, the relevant Issuer and Deere (as Guarantor) shall not and Deere (as Guarantor) shall not permit any Material Subsidiary to, issue, incur, assume or guarantee any debt (" Debt ") secured by any Security Interest (other than a Permitted Security Interest) upon any present or future Important Property, or upon any present or future shares of stock or indebtedness issued by any Material Subsidiary without (a) at the same time or prior thereto securing the Senior Notes equally and rateably therewith or (b) providing such other security for the Senior Notes as may be approved by an Extraordinary Resolution of Noteholders.
  Notwithstanding the foregoing, the relevant Issuer or Deere (as Guarantor) or any Material Subsidiary may, without (a) equally and rateably securing the Senior Notes or (b) providing such other security for the Senior Notes as may be approved by an Extraordinary Resolution of Noteholders, issue, incur, assume or guarantee Debt secured by a Security Interest which does not constitute a Permitted Security Interest, up to an aggregate amount which, together with the sum of (A) all other Debt issued or incurred by the relevant Issuer, Deere (as Guarantor) and its Material Subsidiaries secured by Security Interests (other than a Permitted Security Interest) which would otherwise be subject to the foregoing restrictions and (B) the Attributable Debt in respect of Sale and Lease-back Transactions in existence at such time does not at such time (other than Excluded Sale and Lease-back Transactions) exceed 5 per cent. of the Consolidated Net Worth of Deere, as shown on the audited consolidated balance sheet contai ned in the latest annual report of Deere.
(b) This Condition 5(b) is applicable only in relation to Senior Notes issued by Deere Capital, Deere Luxembourg and Deere Credit Australia. So long as any Senior Notes remain outstanding, the relevant Issuer and Deere Capital (as Guarantor) shall not and Deere Capital (as Guarantor) shall not permit any of its Subsidiaries to issue, incur, assume or guarantee any Debt secured by any Security Interest (other than a Permitted Lien) on any of its property or

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  assets, or any of the property or assets of any of its Subsidiaries, without (a) at the same time or prior thereto securing the Senior Notes equally and rateably therewith or (b) providing such other security for the Senior Notes as may be approved by an Extraordinary Resolution of Noteholders.
6.   Fixed Rate Note Provisions
(a)   Application:
This Condition 6 ( Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable.
(b)   Accrual of Interest:
The Notes bear interest from, and including, the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 11 ( Payments ). Each Note will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 6 (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment).
(c)   Fixed Coupon Amount:
The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount in respect of the relevant Specified Denomination.
(d)   Calculation of Interest Amount:
The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the principal amount of such Note, multiplying the product by the relevant Day Count Fraction and rounding the resulting figure in accordance with Condition 21. For this purpose a " sub-unit " means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent.
7.   Floating Rate Note and Index-Linked Interest Note Provisions
(a)   Application:
This Condition 7 ( Floating Rate Note and Index-Linked Interest Note Provisions ) is applicable to the Notes only if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Pricing Supplement as being applicable.
(b)   Accrual of interest:
The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 11 ( Payments ). Each Note will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment).

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(c)   Screen Rate Determination:
If Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Calculation Agent on the following basis:
(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will:
  (A) request the principal Relevant Financial Centre office of each the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centre interbank market in an amount that is representative for a single transaction in that market at that time; and
  (B) determine the arithmetic mean of such quotations; and
(iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Principal Financial Centre of the Specified Currency, selected by the Calculation Agent, at approximately 11.00 a.m. (local time in the Principal Financial Centre of the Specified Currency) on the first day of the relevant Interest Period for loans in the Specified Currency to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time,
and the Rate of Interest for such Interest Period shall be the sum of the Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to the Notes during such Interest Period will be the sum of the Margin and the rate (or as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period.
(d)   ISDA Determination:
If ISDA Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the Margin and the relevant ISDA Rate where " ISDA Rate " in relation to any Interest Period means a rate equal to the Floating Rate (as defined in the ISDA Definitions) that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which:
(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Pricing Supplement;
(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Pricing Supplement; and
(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) for a currency, the first day of that Interest Period or (B) in any other case, as specified in the relevant Pricing Supplement.

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(e)   Index-Linked Interest:
If the Index-Linked Interest Note Provisions are specified in the relevant Pricing Supplement as being applicable, the Rate(s) of Interest applicable to the Notes for each Interest Period will be determined in the manner specified in the relevant Pricing Supplement.
(f)   Maximum or Minimum Rate of Interest:
If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Pricing Supplement, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so specified. If no Minimum Rate of Interest is specified in the relevant Pricing Supplement, then the Minimum Rate of Interest in respect of each relevant Interest Period shall be deemed to be zero, and in no event shall the Rate of Interest calculated in accordance with this Condition 7 be less than zero.
(g)   Calculation of Interest Amount:
The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note for such Interest Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to the principal amount of such Note during such Interest Period and multiplying the product by the relevant Day Count Fraction.
(h)   Calculation of other amounts:
If the relevant Pricing Supplement specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be determined, calculate the relevant amount. The relevant amount will be calculated by the Calculation Agent in the manner specified in the relevant Pricing Supplement.
(i)   Publication:
The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment date(s) to be notified to the Paying Agents and each stock exchange (if any) on which the Notes are then listed as soon as practicable after such determination but (in the case of each Rate of Interest, Interest Amount and Interest Payment Date) in any event not later than the first day of the relevant Interest Period. Notice thereof shall also promptly be given to the Noteholders. The Calculation Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period.
(j)   Notifications etc:
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Guarantor, the Paying Agents, the Noteholders and the Couponholders and (subject as aforesaid) no liability to any such Person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes.
8.   Zero Coupon Note Provisions
(a)   Application:
This Condition 8 ( Zero Coupon Note Provisions ) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Pricing Supplement as being applicable.

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(b)   Late payment on Zero Coupon Notes:
If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
(i) the Reference Price; and
(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment).
9.   Dual Currency Note Provisions
(a)   Application:
This Condition 9 ( Dual Currency Note Provisions ) is applicable to the Notes only if the Dual Currency Note Provisions are specified in the relevant Pricing Supplement as being applicable.
(b)   Rate of Interest:
If the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in the manner specified in the relevant Pricing Supplement.
10.  Redemption and Purchase
(a)   Scheduled redemption:
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 11 ( Payments ).
(b)   Redemption for tax reasons:
The Notes may be redeemed at the option of the Issuer (but, in the case of Subordinated Notes issued by Deere Luxembourg, subject to the prior written approval thereto having been obtained from the CSSF) in whole, but not in part:
(i) at any time (if neither the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Pricing Supplement as being applicable); or
(ii) on any Interest Payment Date (if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Pricing Supplement as being applicable),
on giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount (Tax), together with interest accrued (if any) to the date fixed for redemption, if:
(A) (1) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 12 ( Taxation ) as a result of any change in, or amendment to, the laws or regulations of the applicable Relevant Jurisdiction or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the date of issue of the first Tranche of the Notes and (2) such obligation cannot be avoided by the Issuer taking reasonable measures available to it; or
(B) (1) the Guarantor has or (if a demand was made under the Guarantee of the Notes) would become obliged to pay additional amounts as provided or referred to in the Guarantee of the Notes or the Guarantor has or will become obliged to make any such withholding or

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  deduction as is referred to in the Guarantee of the Notes from any amount paid by it to the Issuer in order to enable the Issuer to make a payment of principal or interest in respect of the Notes, in either case as a result of any change in, or amendment to, the laws or regulations of the United States or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the date of issue of the first Tranche of the Notes, and (2) such obligation cannot be avoided by the Guarantor taking reasonable measures available to it,
  provided, however, that no such notice of redemption shall be given earlier than :
(1) where the Notes may be redeemed at any time, 90 days prior to the earliest date on which the Issuer or the Guarantor would be obliged to pay such additional amounts or the Guarantor would be obliged to make such withholding or deduction if a payment in respect of the Notes were then due or (as the case may be) a demand under the Guarantee of the Notes were then made; or
(2) where the Notes may be redeemed only on an Interest Payment Date, 60 days prior to the Interest Payment Date occurring immediately before the earliest date on which the Issuer or the Guarantor would be obliged to pay such additional amounts or the Guarantor would be obliged to make such withholding or deduction if a payment in respect of the Notes were then due or (as the case may be) a demand under the Guarantee of the Notes were then made.
Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver or procure that there is delivered to the Fiscal Agent (1) a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and (2) an opinion of independent legal advisers in the applicable Relevant Jurisdiction to the effect that the Issuer or (as the case may be) the Guarantor has or will become obliged to pay such additional amounts or (as the case may be) the Guarantor has or will become obliged to make such withholding or deduction as a result of such change or amendment. Upon the expiry of any such notice as is referred to in this Condition 10(b), the Issuer shall be bound to redeem the Notes in accordance with this Condition 10(b).
(c)   Redemption at the option of the Issuer:
If the Call Option is specified in the relevant Pricing Supplement as being applicable, the Notes may (but, in the case of Subordinated Notes issued by Deere Luxembourg, subject to the prior written approval thereto having been obtained from the CSSF) be redeemed at the option of the Issuer in whole or, if so specified in the relevant Pricing Supplement, in part on any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer's giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued interest (if any) to such date).
(d)   Partial redemption:
If the Notes are to be redeemed in part only on any date in accordance with Condition 10(c) ( Redemption at the option of the Issuer ), the Notes to be redeemed shall be selected by the drawing of lots in such place as the Fiscal Agent approves and in such manner as the Fiscal Agent considers appropriate, subject to compliance with applicable law and the rules of each stock exchange on which the Notes are then listed, and the notice to Noteholders referred to in Condition 10(c) ( Redemption at the option of the Issuer ) shall specify the serial numbers of the Notes so to be redeemed. If any Maximum Redemption Amount or Minimum Redemption Amount is specified in the relevant Pricing Supplement, then the Optional Redemption Amount (Call) shall in no event be greater than the maximum or be less than the minimum so specified.

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(e)   Redemption at the option of Noteholders:
If the Put Option is specified in the relevant Pricing Supplement as being applicable, the Issue shall (but, in the case of Subordinated Notes issued by Deere Luxembourg, subject to the prior written approval thereto having been obtained from the CSSF) , at the option of the holder of any Note redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to such date. In order to exercise the option contained in this Condition 10(e), the holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Redemption Date (Put), deposit with any Paying Agent such Note together with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Paying Agent. The Paying Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 10(e), may be withdrawn; provided, however , that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by a Paying Agent in accordance with this Condition 10(e), the depositor of such Note and not such Paying Agent shall be deemed to be the holder of such Note for all purposes.
(f)   No other redemption:
The Issuer shall not be entitled to redeem the Notes otherwise than as provided in paragraphs (a) to (e) above.
(g)   Early redemption of Zero Coupon Notes:
Unless otherwise specified in the relevant Pricing Supplement, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:
(i) the Reference Price; and
(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and payable.
Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such Day Count Fraction as may be specified in the Pricing Supplement for the purposes of this Condition 10(g) or, if none is so specified, a Day Count Fraction of 30E/360.
(h)   Purchase:
The Issuer, the Guarantor or any of their respective Subsidiaries may (but, in the case of Subordinated Notes issued by Deere Luxembourg, subject to the prior written approval thereto having been obtained from the CSSF) at any time after 183 days following the Issue Date purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith.
(i)   Cancellation:
All Notes so redeemed or purchased by the Issuer, the Guarantor or any of their respective Subsidiaries and any unmatured Coupons attached to or surrendered with them shall be cancelled and may not be reissued or resold.

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11.  Payments
(a)   Principal:
Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Notes at the Specified Office of any Paying Agent outside the United States and its possessions by cheque drawn in the Specified Currency in which the payment is due on, or by transfer to an account denominated in that Specified Currency (or, if that Specified Currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial Centre of that Specified Currency (in the case of a sterling cheque, a town clearing branch of a bank in the City of London); provided, however, that in no event shall any payment be made to an account maintained by a payee in the United States or its possessions or to an address in the United States or its possessions.
(b)   Interest:
Payments of interest shall, subject to paragraph (g) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying Agent outside the United States in the manner described in paragraph (a) above.
(c)   Payments subject to fiscal laws:
All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 12 ( Taxation ). No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.
(d)   Deductions for unmatured Coupons:
If the relevant Pricing Supplement specifies that the Fixed Rate Note Provisions are applicable and a Note is presented without all unmatured Coupons relating thereto:
(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, however, that if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of such missing Coupons which the gross amount actually available for payment bears to the amount of principal due for payment;
(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
  (A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the " Relevant Coupons ") being equal to the amount of principal due for payment ; provided, however, that where this sub-paragraph would otherwise require a fraction of a missing Coupon to become void, such missing Coupon shall become void in its entirety; and
  (B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that , if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of the Relevant Coupons (or, as the case may be, the amount of principal due for payment) which the gross amount actually available for payment bears to the amount of principal due for payment.
Each sum of principal so deducted shall be paid in the manner provided in paragraph (a) above against presentation and (provided that payment is made in full) surrender of the relevant missing Coupons.

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(e)   Unmatured Coupons void:
If the relevant Pricing Supplement specifies that this Condition 11(e) is applicable or that the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are applicable, on the due date for final redemption of any Note or early redemption of such Note pursuant to Condition 10(b) ( Redemption for tax reasons ), Condition 10(e) ( Redemption at the option of Noteholders ), Condition 10(c) ( Redemption at the option of the Issuer ) or Condition 13 ( Events of Default ), all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof.
(f)   Payments on business days:
If the due date for payment of any amount in respect of any Note or Coupon is not a Payment Business Day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until the next succeeding Payment Business Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay.
(g)   Payments other than in respect of matured Coupons:
Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of any Paying Agent outside the United States.
(h)   Partial payments:
If a Paying Agent makes a partial payment in respect of any Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.
(i)   Exchange of Talons:
On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office of the Fiscal Agent for a further Coupon Sheet (including, if appropriate, a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to Condition 14 ( Prescription ). Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon.
12.  Taxation
(a)   Gross up:
All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer or the Guarantor shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the applicable Relevant Jurisdiction (in the case of payments by the Issuer) or the United States of America (in the case of payments by the Guarantor) or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer or (as the case may be) the Guarantor shall pay such additional amounts as will result in the receipt by the Noteholders and the Couponholders of such amounts as would have been received by them if no such withholding or deduction had been required, except that no such additional amounts shall be payable in respect of any Note or Coupon presented for payment:
(i) in the applicable Relevant Jurisdiction; or
(ii) by, or by a third party on behalf of, a holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its (or a fiduciary, settlor, member or shareholder, beneficiary of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) having some present or former

Page 34


  connection with the applicable Relevant Jurisdiction (including being or having been a citizen or resident of such Relevant Jurisdiction or being or having been engaged in trade or business or present therein having or having had a permanent establishment therein) other than the mere holding or such Note or Coupon; or
(iii) by a holder which is or was a personal holding company, foreign personal holding company or passive foreign investment company with respect to the United States or a corporation that accumulates earnings to avoid United States federal income tax; or
(iv) if such tax is an estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment, or governmental charge; or
(v) if such amount is payable otherwise than by withholding from a payment on such Note or Coupon or such amount is required to be withheld by a paying agent, if such payment can be made without such withholding by any other paying agent under the Agency Agreement; or
(vi) if such tax, duty assessment or governmental charge would not have been imposed but for the failure of such holder to comply with applicable certificate, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or beneficial owner of such Note if such compliance is required as a precondition to relief or exemption from withholding or deduction or all or part of such tax, duty assessment or governmental charge; or
(vii) by a holder which is or has been a "10 per cent. shareholder" of the obligor of the Note as defined in Section 871(h)(3) of the United States Internal Revenue Code or any successor provisions; or
(viii) more than 30 days after the Relevant Date except to the extent that the relevant holder would have been entitled to such additional amounts if it had presented such Note or Coupon for payment on the last day of such period of 30 days; or
(ix) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or
(x) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or
(xi) in the case of any combination of items (i) through (x); or
(xii) in respect of payment by Deere Australia or Deere Credit Australia, by, or by a third party on behalf of, a holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of nonresidence or other similar claim for exemption to any tax authority in the place where the relevant Note or Coupon is presented for payment; or
(xiii) in respect of payment by Deere Australia or Deere Credit Australia, by, or by a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in a respect of such Note or Coupon by reason of his being an associate of the Issuer for the purposes of Section 128F(6) of the Income Tax Assessment Act 1936 of Australia.
  nor shall additional amounts be paid to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor of such fiduciary or partnership or beneficial owner would not have been entitled to such additional amounts had such beneficiary, settlor or beneficial owner been the holder of the Note.

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(b)   Taxing jurisdiction:
If the Issuer or the Guarantor becomes subject at any time to any taxing jurisdiction other than the Relevant Jurisdiction or the United States respectively, references in these Conditions to the Relevant Jurisdiction or the United States shall be construed as references to the Relevant Jurisdiction or (as the case may be) the United States and/or such other jurisdiction.
13.  Events of Default
If any of the following events occurs and is continuing:
(a) Non-payment of interest:   default in the payment of any interest upon any Note of that Series or any related Coupon, when such interest or Coupon becomes due and payable, and continuance of such default for a period of 30 days; or
(b) Non-payment of principal:   default in the payment of the principal of (or premium, if any, on) any Note of that Series when it becomes due and payable; or
(c) Breach of other obligations:   default in the performance, or breach, of any covenant or agreement of the Issuer (or, if applicable, the Guarantor) in respect of the Notes of the relevant Series, the Agency Agreement or the Deed of Guarantee (other than a covenant or warranty in respect of the Notes of such Series, a default in the performance of which or the breach of which is elsewhere in this Condition specifically dealt with or which has expressly been included in such Notes solely for the benefit of Series of Notes other than that Series) and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer or, if applicable, the Guarantor or the Specified Office of the Fiscal Agent by Noteholders of at least 25 per cent. in principal amount of Notes outstanding of that Series a written notice specifying such default or breach and requiring it to be remedied stating that such notice is a "Notice of Default"; or
(d) Insolvency etc:   in the case of Notes issued by Deere Luxembourg, Deere Australia, Deere Credit Australia, Deere Netherlands, Deere Canada and Deere Credit Canada (i) such Issuer or its Subsidiaries becomes insolvent or is unable to pay its debts as they fall due, (ii) an administrator or liquidator of the Issuer, or the whole or a substantial part of the undertaking, assets and revenues of the Issuer, is appointed (or application for any such appointment is made), (iii) the Issuer takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its Indebtedness or any Guarantee of any Indebtedness given by it or (iv) the Issuer is ordered by a court of competent jurisdiction to cease to carry on all or any substantial part of its business (otherwise than, in the case of the Issuer, for the purposes of or pursuant to an amalgamatio n, reorganisation or restructuring whilst solvent and in the case of a Subsidiary of the Issuer, for the purposes of or pursuant to any amalgamation, reorganisation or restructuring); or
(e) Bankruptcy, etc of Deere or Deere Capital:   in the case of Notes issued by or guaranteed by Deere or Deere Capital (i) Deere or Deere Capital (as the case may be) pursuant to or within the meaning of any Bankruptcy Law commences a voluntary case, or consents to the entry of an order for relief against it in an involuntary case, or consents to the appointment of a Custodian of it or for all or substantially all of its property or makes a general assignment for the benefit of its creditors; or (ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against Deere or Deere Capital (as the case may be) in an involuntary case, or appoints a Custodian of it or for all or substantially all of its property, or orders the liquidation of it and the order or decree remains unstayed and in effect for 90 days. In this Condition, the term " Bankruptcy Law " means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. T he term "Custodian" means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy law; or

Page 36


(f) Insolvency of Deere Luxembourg:   in the case of Subordinated Notes issued by Deere Luxembourg, the liquidation of Deere Luxembourg pursuant to applicable provisions of the laws of Luxembourg,
  then, (i) any Senior Note of any Issuer or any Subordinated Note issued by Deere or Deere Capital or, in accordance with the circumstances described in Condition 13(f) only, any Subordinated Note issued by Deere Luxembourg, may, by written notice addressed by the holder thereof to the Issuer and the Guarantor and delivered to the Issuer and the Guarantor or to the Specified Office of the Fiscal Agent, be declared immediately due and payable, whereupon it shall become immediately due and payable at its Early Termination Amount together with accrued interest (if any) without further action or formality; or (ii) unless otherwise provided in the relevant Pricing Supplement, save in the case of Condition 13(f), any Subordinated Note issued by Deere Luxembourg may, subject to the prior written approval thereto having been obtained from the CSSF and by written notice addressed by the holder thereof to the Issuer and the Guarantor and delivered to the Issuer and the Guarantor or to the Specified Office of the Fis cal Agent, be declared immediately due and payable, whereupon it shall become immediately due and payable at its Early Termination Amount together with accrued interest (if any) without further action or formality and each holder of such Subordinated Note may initiate proceedings for the liquidation of Deere Luxembourg in Luxembourg but not elsewhere but may take no other action in respect of such default.
14.  Prescription
Claims for principal shall become void unless the relevant Notes are presented for payment within ten years of the appropriate Relevant Date. Claims for interest shall become void unless the relevant Coupons are presented for payment within five years of the appropriate Relevant Date.
15.  Replacement of Notes and Coupons
If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Fiscal Agent (and, if the Notes are then listed on any stock exchange which requires the appointment of a Paying Agent in any particular place, the Paying Agent having its Specified Office in the place required by such stock exchange), subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.
16.  Agents
In acting under the Agency Agreement and in connection with the Notes and the Coupons, the Paying Agents act solely as agents of the Issuer and the Guarantor and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders or Couponholders.
The initial Paying Agents and their initial Specified Offices are listed below. The initial Calculation Agent (if any) is specified in the relevant Pricing Supplement. The Issuer and the Guarantor reserve the right at any time to vary or terminate the appointment of any Paying Agent and to appoint a successor fiscal agent or Calculation Agent and additional or successor paying agents; provided, however , that :
(a) the Issuer and the Guarantor shall at all times maintain a Fiscal Agent; and
(b) if a Calculation Agent is specified in the relevant Pricing Supplement, the Issuer and the Guarantor shall at all times, whilst any such Note remains outstanding, maintain a Calculation Agent; and
(c) if and for so long as the Notes are listed on any stock exchange which requires the appointment of a Paying Agent in any particular place, the Issuer and the Guarantor shall maintain a Paying Agent having its Specified Office in the place required by the rules of such stock exchange.

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The Issuers and the Guarantors undertake that, if the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, they will ensure that they maintain a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to the Directive.
Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be given to the Noteholders.
17.  Meetings of Noteholders; Modification and Waiver
(a)   Meetings of Noteholders:
The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and the Guarantor (acting together) and shall be convened by them upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more Persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more Persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or mo re Persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders and Couponholders, whether present or not.
In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.
(b)   Modification:
The Notes, these Conditions and the Deeds of Guarantee may be amended without the consent of the Noteholders or the Couponholders to correct a manifest error. In addition, the parties to the Agency Agreement may agree to modify any provision thereof, but the Issuer and the Guarantor shall not agree, without the consent of the Noteholders, to any such modification unless it is of a formal, minor or technical nature, it is made to correct a manifest error or it is, in the opinion of such parties, not materially prejudicial to the interests of the Noteholders.
(c)    In the case of Subordinated Notes issued by Deere Luxembourg, no modification may be made to Condition 4(b)(ii) as they may apply to such Notes without the prior written approval thereto having been obtained from the CSSF.
18.  Further Issues
The Issuer may from time to time, without the consent of the Noteholders or the Couponholders, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes.
19.  Notices
Notices to the Noteholders shall be valid if published in a leading English language daily newspaper published in London (which is expected to be the Financial Times ) and, in the case of Notes which are listed on the Luxembourg Stock Exchange and so long as the rules of that exchange so require, a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort ) or in either case, if such publication is not practicable, in a

Page 38


leading English language daily newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date of first publication (or if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers). Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders.
20.  Currency Indemnity
If any sum due from the Issuer in respect of the Notes or the Coupons or any order or judgment given or made in relation thereto has to be converted from the currency (the " first currency ") in which the same is payable under these Conditions or such order or judgment into another currency (the " second currency ") for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Notes, the Issuer shall indemnify each Noteholder, on the written demand of such Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent, against any loss suffered as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which such Noteholder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.
This indemnity constitutes a separate and independent obligation of the Issuer and shall give rise to a separate and independent cause of action.
21.  Rounding
For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions or the relevant Pricing Supplement), (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all United States dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up), (c) all Japanese Yen amounts used in or resulting from such calculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) all amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.
22.  Redenomination, Renominalisation and Reconventioning
(a)  Application:
This Condition 22 ( Redenomination, Renominalisation and Reconventioning ) is applicable to the Notes only if it is specified in the relevant Pricing Supplement as being applicable.
(b)  Notice of redenomination:
If the country of the Specified Currency becomes or, announces its intention to become, a Participating Member State, the Issuer may, without the consent of the Noteholders and Couponholders, on giving at least 30 days' prior notice to the Noteholders and the Paying Agents, designate a date (the " Redenomination Date "), being an Interest Payment Date under the Notes falling on or after the date on which such country becomes a Participating Member State.
(c)  Redenomination:
Notwithstanding the other provisions of these Conditions, with effect from the Redenomination Date:
(i) the Notes shall be deemed to be redenominated into euro in the denomination of euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in the Specified Currency, converted into euro at the rate for conversion of such currency into euro established by the Council of the European Union pursuant to the Treaty (including

Page 39


  compliance with rules relating to rounding in accordance with European Community regulations); provided, however, that , if the Issuer determines, with the agreement of the Fiscal Agent that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from that specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders and Couponholders, each stock exchange (if any) on which the Notes are then listed and the Paying Agents of such deemed amendments;
(ii) if Notes have been issued in definitive form:
  (A) all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date (the "Euro Exchange Date" ) on which the Issuer gives notice (the "Euro Exchange Notice" ) to the Noteholders that replacement Notes and Coupons denominated in euro are available for exchange (provided that such Notes and Coupons are available) and no payments will be made in respect thereof;
  (B) the payment obligations contained in all Notes denominated in the Specified Currency will become void on the Euro Exchange Date but all other obligations of the Issuer thereunder (including the obligation to exchange such Notes in accordance with this Condition 22) shall remain in full force and effect; and
  (C) new Notes and Coupons denominated in euro will be issued in exchange for Notes and Coupons denominated in the Specified Currency in such manner as the Fiscal Agent may specify and as shall be notified to the Noteholders in the Euro Exchange Notice; and
(iii) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro by cheque drawn on, or by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any Member State of the European Communities.
(d)   Interest:
Following redenomination of the Notes pursuant to this Condition 22, where Notes have been issued in definitive form, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of the Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder.
(e)   Interest Determination Date:
If the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable and Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, with effect from the Redenomination Date the Interest Determination date shall be deemed to be the second TARGET Settlement Day before the first day of the relevant Interest Period.
23.  Governing Law and Jurisdiction
(a) Governing law:   The Notes, each Deed of Guarantee, the Agency Agreement and the Deed of Covenant and all matters arising from or in connection with them are governed by, and shall be construed in accordance with, English law except that (x) in the case of Subordinated Notes issued by Deere, Deere Capital or Deere Luxembourg, the provisions of Condition 4(b)(i) and (ii) and all matters arising from or in connection with them shall be governed by and construed in accordance with the federal laws of the United States of America and the laws of Luxembourg respectively, and (y) in the case of any Guarantee given by Deere Capital of Subordinated Notes issued by Deere Luxembourg the subordination provisions set out in Condition 4(d)(ii) and the JDCC Deed of Guarantee and all matters arising from or in connection with them shall be governed by and construed in accordance with the federal laws of the United States of America.

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(b) English courts:   Subject as provided below, the courts of England have exclusive jurisdiction to settle any dispute (a " Dispute ") arising from or in connection with the Notes except that in the case of a Subordinated Notes issued by Deere Luxembourg any Dispute arising in relation to Condition 4(b)(ii), as they apply to such Subordinated Notes, shall be subject to the exclusive jurisdiction of the courts of Luxembourg-City.
(c) Appropriate forum:   Each Issuer and Guarantor agrees that the courts of England (and, in relation to Subordinated Notes issued by Deere Luxembourg, that the courts of Luxembourg-City) are the most appropriate and convenient courts to settle any dispute and, accordingly, that it will not argue to the contrary.
(d) Rights of the Noteholders to take proceedings outside England:   Condition 23(b) ( English Courts ) is for the benefit of the Noteholders only. As a result, nothing in this Condition 23 ( Governing law and jurisdiction ) prevents any Noteholder from taking proceedings in relation to a Dispute (" Proceedings ") in any other courts with jurisdiction. To the extent allowed by law, Noteholders may take concurrent Proceedings in any number of jurisdictions.
(e) Service of process:   Each Issuer and Guarantor agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Clifford Chance Secretaries Limited at its registered office from time to time, being at the date of these Conditions at 200 Aldersgate Street, London EC1A 4JJ. If such Person is not or ceases to be effectively appointed to accept service of process on the Issuer's behalf, the Issuer shall, on the written demand of any Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent, appoint a further Person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Noteholder shall be entitled to appoint such a Person by written notice addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent. Nothing in this paragraph shall affect the right of any Noteholder to serve process in any other manner permitted by law. This Condition applies to Proceedings in England and to Proceedings elsewhere.
24.  Rights of Third Parties
No person shall have any right to enforce any term or condition of the Notes under the Contract (Rights of Third Parties) Act 1999 but this shall not affect any right or remedy of a third party which exists or is available apart from such Act.

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EXHIBIT 10.5
 
AGREEMENT
 
     AGREEMENT dated as of October 15, 1996, by and between Deere & Company, a Delaware corporation ("Deere") and John Deere Capital Corporation, a Delaware corporation ("JDCC").
 
WITNESSETH:
 
     WHEREAS, Deere owns all of the outstanding common stock of JDCC; and
 
     WHEREAS, Deere and JDCC believe that it is their respective best interest to demonstrate Deere's support for JDCC to debt holders and derivative counterparties.
 
     NOW, THEREFORE, in consideration of the foregoing, the mutual advantage and benefit of the parties hereto and other good and valuable consideration, the parties hereto hereby agree as follows:
 
  1. Fixed Charges Ratio . Deere shall make income maintenance payments to JDCC, constituting additions to the pre-tax income of JDCC, to the extent that such payments are necessary to cause the ratio of Net Earnings Available for Fixed Charges to Fixed Charges of JDCC and consolidated affiliates (determined on a consolidated basis and in accordance with GAAP) to be not less than 1.05 for each JDCC fiscal quarter.
   
  2. Ownership . Deere or one or more of its direct or indirect wholly-owned subsidiaries or a combination thereof will continue to own at least fifty-one percent (51%) of the shares of capital stock of JDCC having voting power for the election of directors, provided , however , that JDCC may merge or consolidate with, or sell or convey substantially all of its assets, to Deere, if in connection therewith, Deere shall expressly assume the due and punctual payment of all of JDCC's rated debt.
   
  3. Minimum Net Worth . Deere shall cause JDCC to have as at the end of any fiscal quarter a Consolidated Tangible Net Worth of at least $50,000,000.
   
  4. No Guaranty . This Agreement is not, and nothing herein contained and nothing done pursuant hereto by Deere shall be deemed to constitute, a guaranty by Deere of the payment of any indebtedness, obligation or liability of any kind or character whatsoever of JDCC or any of JDCC's direct or indirect subsidiaries.
   
  5. Term . This Agreement may be modified, amended or terminated, at Deere's election, upon thirty days prior written notice to JDCC and to Moody's Investors Service, Inc. ("Moody's"), Standard & Poors Ratings Group ("S&P") and Fitch Investors Service, Inc. ("Fitch") if (a) such modification, amendment or termination would not result in a downgrade of JDCC's rated public debt ("Debt") by Moody's, S&P or Fitch; or (b) the modification, amendment or notice of termination provides that this Agreement will continue in effect with respect to Debt outstanding on the effective date of the modification, amendment or termination; or (c) JDCC has no

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    outstanding rated public long-term Debt. For purposes hereof, no portion of any Debt shall be considered "outstanding" if such Debt shall be defeased or discharged in accordance with the indenture or other governing instrument defining the rights of the holders of such Debt. Upon termination of this Agreement, no further obligation on the part of Deere shall thereafter arise hereunder.
   
  6. Defined Terms . Capitalized terms used herein, but not defined herein, shall be as defined in the $3,500,000,000 Credit Agreement dated as of April 5, 1995, amended as of February 27, 1996 and among Deere and JDCC and The Chase Manhattan Bank (formerly Chemical Bank) as Administrative Agent and as Auction Agent, Deutsche Bank AG Chicago Branch as Syndication Agent, Bank of America National Trust and Savings Association as Documentation Agent, and The Toronto-Dominion Bank as Canadian Administrative Agent and various institutions as Managing Agents and co-agents, as such credit agreement or any successor or replacement agreement may be amended from time to time.
   
  7. Waiver . Deere hereby waives any failure or delay on the part of JDCC in asserting or enforcing any of its rights or in making any claims or demands hereunder.
   
  8. Rights of Lenders . The obligations of Deere to JDCC pursuant to this Agreement are to JDCC only and do not run to, and are not enforceable directly by, any creditor of JDCC; nor shall this Agreement cause Deere to be responsible for the payment of any obligation of JDCC to any creditor thereof; provided , however that any Lender to JDCC shall have the right to demand that JDCC enforce JDCC's rights under this Agreement and if JDCC fails or refuses to take timely action to enforce such rights such Lender may proceed against JDCC to enforce JDCC's rights under this Agreement. The term Lender in this paragraph 8 shall mean any person, firm or corporation from whom JDCC is indebted for borrowed money or that is a derivative counterparty to JDCC.
   
  9. Successors . The Agreements herein set forth shall be mutually binding upon, and shall inure to the benefit of, Deere and JDCC and their respective successors and assigns.
   
  10. Governing Law . This Agreement shall be governed by the laws of the State of New York .
   
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed the day and year first above written.

 

  DEERE & COMPANY
   
  By: /s/ R. W. Lane

     
  JOHN DEERE CAPITAL CORPORATION
     
  By: /s/ R. W. Lane

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EXHIBIT 10.21
FACTORING AGREEMENT
 
THIS FACTORING AGREEMENT (the "Agreement") is entered into as of __________________, 2002 between JOHN DEERE FINANCE S.A., a joint stock corporation with its principal office located at 5, rue Eugène Ruppert, BP 1685 in L-1016 Luxembourg ("Purchaser"), and John Deere Vertrieb, a branch of Deere & Company, located at John Deere Strasse 8, in D-76646 Bruchsal, Germany ("Seller").
 
RECITALS
 
A. Seller is in the business of manufacturing and selling equipment to dealers and in the operation of this business is the owner of certain receivables;
   
B. Seller expects, in continuing to conduct its business, to generate future receivables; and
   
C. Seller has invited Purchaser to purchase the receivables and future receivables and Purchaser has agreed to purchase the receivables and future receivables under the terms and conditions set forth herein.
   
  NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 
ARTICLE I. FACTORING (PURCHASE OF PORTFOLIO; ASSUMPTION OF RESPONSIBILITIES BY THE PARTIES)
 
1.1 Factoring
     
  (A) Purchased Assets . With effect from the end of each John Deere fiscal month and subject to all of the terms and conditions set forth herein, Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and receive from Seller subject to the terms of this Agreement, all of Seller's right, title and interest in and to the following (collectively referred to as the "Purchased Assets"):
     
    (i) each and all of Seller's outstanding dealer accounts receivable or notes receivable as of such date with a dealer or anyone else obligated to make payments with respect to such receivables including a guarantor thereof ( "Obligor"), in Seller's accounts as of the close of business on the last day of each John Deere fiscal month (the "Receivables"); however, Seller and Purchaser are entitled to exclude certain Receivables from the sale and purchase as provided for in the last paragraph of this Article 1.1.A.
     
    (ii) all rights to any and all collateral which secures the dealers' or any other Obligor's obligations to Seller pertaining to such Receivables (the "Collateral");
     
    (iii) all of the rights of Seller provided by any Receivable agreements (but only to the extent that the rights of Seller provided by any Receivable agreements relate to Receivables), meaning the promissory notes, credit agreements, guaranties,
 


    applications, security agreements and other agreements entered into by and between Seller and its dealers or other Obligors otherwise evidencing or governing the obligations of such dealers or other Obligors under the Seller's accounts;
     
  (iv) all security agreements, financing statements or other instruments which relate to the Collateral.
     
    Seller is entitled to exclude, at Seller's discretion, from the Receivables any accounts. Purchaser is entitled to reject any Receivable that could, in Purchaser's opinion, constitute a bad debt. Such exclusion of accounts or rejection of Receivables will only be valid if communicated to the other party latest on the Friday before the end of the John Deere fiscal month in which the sale and purchase of the account or Receivable would occur.
     
  (B) Credit Risk and Loss . Upon the factoring, the risk of late payment and credit loss on the Receivables shall become Purchaser's. The factoring shall be non-recourse and the Purchaser shall not have the right to sue the Seller in respect of Receivables transferred to it other than in case of breach of this Agreement by the Seller or in case of fraud or manifest dishonesty of the Seller or its agents.
     
  (C) Interest, Charges, Fees . The Purchaser is entitled to all rights to payment of interest, charges and fees on sold Receivables.
     
  (D) Interest on Cash Balances Held by Seller. The Purchaser is entitled to interest on cash collected by the Seller, but not yet paid to the Purchaser. Such interest will be based on the Interest Cost , as defined below in Exhibit 1.2, applied to the daily average balance of cash collected by the Seller during the month.
     
  (E) Transfer of Purchased Assets . The parties agree that the legal transfer of the Purchased Assets shall occur on the last day of the relevant John Deere fiscal month through mutually satisfactory accounting entries. On a periodic basis, the parties will deliver a schedule (the "Notification Schedule") which will summarize, in a form reasonably satisfactory to both Seller and Purchaser, the sales of Receivables which shall have occurred since the date of the last summary.
     
1.2 Purchase Price.
     
  (A) Purchase Price Calculation .
    The purchase price for the Purchased Assets will be the principal balance of the Receivables as of the close of business on the last business day of each John Deere fiscal month plus all accrued but unpaid interest, without premium or discount, less the Factoring Discount (being the service fee) as defined in Exhibit 1.2.
     
  (B) Purchase Price Payment . Purchaser shall pay each purchase price or any other amounts payable under this Agreement in two installments. The first installment will be an estimated payment calculated not later than on the Wednesday before closing of the John Deere fiscal month and settled through the Deere foreign exchange netting process on the

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    Friday before the closing of the John Deere fiscal month. The second installment is the difference between the estimated payment and the actual purchase price and will be calculated on the Wednesday after the closing of the John Deere fiscal month and will be settled through the Deere foreign exchange netting process on the Friday before closing of the succeeding Deere fiscal month.
   
1.3 Assumption of Responsibilities by the Parties
     
  (A) Assumption of Liabilities . Purchaser shall not assume any liability, commitment, or obligation of Seller, whether absolute or contingent, known or unknown, of any nature, kind or description whatsoever, arising from or related to the Purchased Assets, including, without limitation, liabilities arising under or related to any contract, agreement or course of dealing between Seller and its lessors, vendors, servicers, consultants, suppliers, brokers or any other party or parties.
     
  (B) Charge Backs, Credit Balances. Any charge backs, presentments, credit balances or incorrectly posted transactions with respect to the Receivables will ultimately be borne by the Seller. The Purchaser will bear all expenses related to credit losses and conduct of litigation against dealers.
     
  (C) Final Authority . Notwithstanding the provisions in Articles 1.3 (A) and (B), the Purchaser shall make all decisions relating to the accounts.
     
1.4 Post-Sales Adjustments. Following the end of each John Deere fiscal month, Seller shall, with Purchaser's cooperation and assistance, determine and credit or account to Purchaser for any items or transactions that affect any of the Receivables purchased in such month, but that were posted, un-posted or unaccounted for in such month, including without limitation, cash, letters in process relating to cash or other advances, access checks, payments in process, unidentified or unallocated items, or errors.
   
1.5 Credit Notes and Discounts .
     
  (A) The Seller is irrevocably authorized to issue or grant in good faith to Obligors Credit Notes without limit in amount or time during the lifetime of the Agreement and after the termination date (except where termination results from the Seller's Insolvency).
     
  (B) When sending each Notification Schedule to the Purchaser the Seller shall specify therein in reasonable detail (including where reasonably practicable each relevant purchased Receivable in respect of which there have been issued or granted) those Credit Notes issued or granted prior to the close of business on the last day of the John Deere fiscal month in question.
     
  (C) The Seller shall pay to the Purchaser in cleared funds an amount equal to the Credit Notes so notified except to the extent that it is able to prove to the satisfaction of the Purchaser that the relevant Obligor is unlikely to apply any such Credit Note by way of set-off, credit or other deduction from any purchased Receivable (present or future). The Seller shall make such payment within five business days of sending to the Purchaser the relevant Notification Schedule.
     
  (D) Where a Credit Note is issued or granted after the due date of a purchased Receivable, and where the Seller is due to make payment to the Purchaser in respect of that Credit

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    Note under Article 1.5 (C), then the Seller shall at the same time as it is due to make such payment pay to the Purchaser in the same manner an amount by way of factoring charge applicable to the relevant purchased Receivable and ending on the due date for payment in accordance with this Article 1.5 (D).
   
1.6 True Factoring. The parties intend the transactions described herein to be true factoring and an absolute and irrevocable transfer, sale and assignment of the Purchased Assets from Seller to Purchaser for all purposes. The factoring and the purchase of the Purchased Assets shall not be disclosed to the Obligors.
   
ARTICLE II. SELLER'S REPRESENTATIONS AND WARRANTIES; REMEDIES
 
2.1 Representations and Warranties . Seller hereby makes the following representations and warranties to Purchaser on each date on which Receivables are sold by Seller to Purchaser and with respect to the Receivables sold on each such date:
     
  (A) Books and Records Complete . With respect to each Receivable: (i) the Seller's books and records are true and complete in all material respects, and (ii) all material information relating to the credit, charges, fees, payment history, customer inquiries, information about the dealers or other Obligors and regulatory correspondence which is known and available to Seller relating to such Receivables is contained in the books and records.
     
  (B) Enforceability; Ownership . Each Receivable represents the legal, valid and binding obligation of the Obligors thereunder and is enforceable against such Obligors in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium or other laws or regulations, in effect now or in the future, that affect the enforcement of creditors' rights generally. Seller has full legal title to the Receivables and has not assigned any right, title or interest in such Receivables to any other Person.
     
  (C) Set-off; Defenses . No Account nor such Receivable is the subject of pending or, to the knowledge of Seller, threatened litigation. Seller has administered all accounts in all material respects in accordance with all requirements of applicable law and Seller's Policies and Procedures.
     
  (D) Lien . No Receivable is subject to any lien, interest or right of any person other than Seller, or at the date of the sale and purchase of the relevant Receivable, to any bankruptcy or imminent proceeding, or altered or reduced payment program or imminent alteration or reduction thereof.
     
  (E) Ordinary course of Business . Seller has generated and will generate each Receivable in the ordinary course of its business pursuant to and substantially in accordance with Seller's Policies and Procedures as of the date hereof, or as changed in consultation with the Purchaser.
     
  (F) Servicing of Receivables . All payments or monies received by Seller or its affiliates or third party contractors with respect to the payment of any Receivable have been properly applied. Each Account has been maintained and serviced by Seller in accordance with Seller's Policies and Procedures as well as all requirements of applicable law.

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2.2 Remedies for Breach of Representations and Warranties. All representations and warranties shall survive for three years from the date of sale and purchase of each individual Receivable. Seller shall, in accordance with all applicable laws, indemnify and hold Purchaser, its employees, directors and agents harmless from adverse consequences arising out of any material breach of any representations or warranties of Seller contained herein or Seller's intentional or gross negligent misconduct relating to the performance of Seller's obligations hereunder. Seller's total obligations pursuant to Article III of this Agreement shall, however not exceed the aggregate purchase price for the Receivables.
   
ARTICLE III. GENERAL PROVISIONS
   
3.1 Severability . If any term or condition of this Agreement should be held invalid by a court, arbitrator or tribunal of competent jurisdiction in any respect such invalidity shall not affect the validity of any other term or condition hereof. If any term or condition of this Agreement should be held to be unreasonable as to time, scope or otherwise by such a court, arbitrator or tribunal, it shall be construed by limiting or reducing it to a minimum extent so as to be enforceable under then applicable law. The parties hereto acknowledge that they would have executed this Agreement with any such invalid term or condition excluded or with any such unreasonable term or condition so limited or reduced.
   
3.2 Entire Agreement; Amendments . This Agreement and its exhibits and the agreements it incorporates by reference constitute the entire agreement of the parties with regard to the specific subject matter hereof and supersede all prior written and/or oral understandings between the parties. This Agreement may not be amended except pursuant to a writing signed by both parties.
   
3.3 No Third Party Beneficiaries . This Agreement is for the sole and exclusive benefit of the parties hereto. Nothing in this Agreement shall be construed to grant to any person other than the parties hereto, and their respective successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.
   
3.4 Applicable Law; Place of Jurisdiction. This agreement shall be governed by and construed in accordance with the laws of Germany. Any dispute which cannot be resolved amicably between the parties with regard to the interpretation, meaning, effect or application of this Agreement shall be submitted to the competent court in Mannheim, Germany.

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     IN WITNESS WHEREOF , the parties have duly executed and delivered this Factoring Agreement as of the day and year first above written.

JOHN DEERE FINANCE S.A. JOHN DEERE VETRIEB
By: By:

Name: Stephen Pullin

Title: Director

Name: Markwart von Pentz

Title: General Manager
By: By:

Name: Thomas Annis

Title: General Manager

Name: Nils Jäger

Title: Manager, Finance and Accounting

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EXHIBIT 1.2 Purchase Price Calculation -Factoring Discount
   
This Exhibit 1.2 describes the formulae for calculating the Factoring Discount on the sale and purchase of trade receivables by Seller to Purchaser.
 
(i) On initial purchase
The Factoring Discount for the initial purchase will reflect the Credit Risk composed by both the Average Annual Loss and the Average Annual Costs of Late Payment experienced by the Seller during a period of 10 years prior to the date of sale. It covers the credit risk for the period between inception and purchase of the portfolio, assuming that the payment term of the population of purchased receivables has elapsed by 50%, on average.
 
The factor will be calculated as follows:
 
D=r cr *portfolio
 
with:
r cr = (avg.loss + avg.late) * 100
           avg.receiv * turns * 2
+ 2 s

 

(ii) On each subsequent month end  
 
The monthly Factoring Discount for subsequent months will be calculated taking into account the Cost of Equity, the Cost of Debt Funding, Administrative Costs, Service Costs and Credit Risk.
 
D = d * (avg. portfolio month - past.due)
 
with:

d year = r debt + r equity + r ad min + r serv + r cr ; d day = d year

    365  
   
r debt = debt *i avg r equity = equity * roe
     
r ad min = exp ad min * 100 r cr = avg.loss + 2 s + avg.late

  avg.portfolio year  
     
r serv = exp serv * 100  

  avg.portfolio year  


Definitions:

Term Description Dimension
debt Average Indebtedness : Debt funding at arm's length level as a percentage of total amount of debts of total assets. %
equity Average Equity : Equity funding at arm's length level as a percentage of total average equity to total assets. %
avg.late Average costs of late payment : Average costs of funding of overdue receivables. %
avg.loss Average loss: Average loss as a percentage of total average outstanding receivables experienced during a period of rolling 10 years; weighted by seniority %
avg.portfolio Average Portfolio : Average daily balances of portfolio reduced by any cash received during a given fiscal month or fiscal year. currency
Avg.receiv Average Receivables: Average amount of receivables outstanding experienced during a period of 10 years,; weighted by seniority. currency
D Factoring Discount : Amount of money accounted to the Purchase Price of purchased Receivables Currency
d Year Annual Discount Rate %
d day Daily Discount Rate : Based on 365 days per year %
exp admin Annual Administrative Expenses: Budgeted expenses to run Purchaser's business except for administering and collecting portfolio. currency
exp serv Annual Servicing Expenses: Budgeted expenses for administering and collecting portfolio.  
I avg Monthly Average Interest Rate : to be determined monthly based on debt funding mix %
past.due Past Due Receivables: Receivables will be considered past due if and to the extent they are not paid at the first day of the second fiscal month after due date currency
portfolio Portfolio : Amount of Receivables on Purchaser's balance sheet currency
r admin Administrative Cost : Rate of annual Administrative Expenses as a percentage of annual Average Portfolio %
r cr Credit Risk : Rate of credit losses experienced adjusted by two Standard Deviations, and cost of late payment. %
r debt Cost of Debt Funding : Effective cost of debt funding for an arm's length funding mix; r debt will be based on documentation of actual trades or bank quotes, as the case may be, maintained by Treasury and will be calculated monthly. %
r equity Cost of Equity : ROE weighted by the avg. equity ratio. The appropriate leverage to apply to the portfolio will be determined dependent on level of credit risk Purchaser is exposed to. %
r serv Service Cost: Rate of costs to administrate and collect the portfolio as determined by Purchaser based on budgeted expenses %
roe Return on Equity: Arm's length cost of equity as usually required by factoring companies. %
s Standard Deviation: Weighted standard deviations %
turns Turnover : Average annual turnover of the Portfolio calculated by dividing the sum of annual purchases of receivables by the annual Average Portfolio number

 

EXHIBIT 10.22
RECEIVABLES PURCHASE AGREEMENT
 
THIS AGREEMENT is dated the                                                           2002,
 
BETWEEN:
   
(1) JOHN DEERE FINANCE S.A., a joint stock company with its principal office located at 5, Rue Eugène Ruppert, BP 1685 in L-1016, Luxembourg (the "Purchaser"): and

(2) JOHN DEERE LIMITED, a company registered in Scotland having its registered office at 30-31 Queen Street, Edinburgh EH2 1JX and with its principal office located at Langar, Nottingham, NG13 9HT, United Kingdom (the "Seller")
 
IT IS HEREBY AGREED:
   
1. Offer for Sale
   
1.1 The Seller offers for sale to the Purchaser on the terms and conditions of this Agreement all Receivables existing at the Commencement Date and all Receivables arising after the Commencement Date until notice of termination in accordance with Clause 16 is given or received by the Seller.

1.2 Subject to Clause 1.4, all of the Seller's right, title and interest to and in each Receivable shall automatically vest in the Purchaser by way of assignment and sale whether or not yet entered in the Seller's accounting records as being due to the Seller on the Commencement Date or, where it comes into existence on a later date, on that date.

1.3 The Seller shall send to the Purchaser a Notification Schedule specifying the relevant Receivables on or as soon as reasonably practicable after the Commencement Date or, as the case may be, as soon as reasonably practicable after the end of each Period.

1.4 The Purchaser is entitled at any time and from time to time by giving notice by electronic means only to the Seller to state that it will no longer purchase any Receivables relating to one or more Debtors specified in that notice and such notice shall take immediate effect in accordance with its terms. Such notice shall also have effect, in respect of Receivables relating to any Debtor so specified and which have come into existence during the Period in which it is given, of selling and assigning them back to the Seller together with the Associated Rights relating thereto for the same purchase price as is payable by the Purchaser for such Receivables in accordance with Clause 5 whereupon all of the Purchaser's right, title and interest to and in each such Receivable shall automatically vest in the Seller by way of assignment and sale whether or not yet entered in the Purchaser's accounting records.

1.5 The Seller shall promptly, clearly and accurately record in its accounting records that the Purchased Receivables have been assigned and sold to the Purchaser.

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2. Associated Rights
   
  Upon a Receivable vesting in the Purchaser under Clause 1 there shall also automatically be assigned to and vest in the Purchaser all the Associated Rights relating thereto.
   
3. Formal Assignment
   
3.1 The Seller shall at the request of the Purchaser and at the Seller's expense execute a formal written assignment in a form reasonably specified by the Purchaser in favour of the Purchaser in respect of all or any Purchased Receivables and/or Associated Rights. If any Purchased Receivable and/or Associated Right shall fail to vest effectively in the Purchaser in equity, the Seller shall hold such Purchased Receivable and/or Associated Right in trust for the Purchaser.

3.2 The Seller agrees to pay, reimburse or indemnify the Purchaser on demand against any stamp duty, and any penalties and interest arising in relation thereto, payable in respect of the transfer of Receivables to the Purchaser.
   
4. Ownership of Goods
   
  The Seller shall promptly notify the Purchaser as to any goods relating to a Purchased Receivable which are returned to or repossessed by the Seller. Within five business days of receipt of such notice the Purchaser shall be entitled to require the transfer to it of any right, title, property or interest of the Seller in or to all or any of those goods. Where the Purchaser requires such transfer the Seller shall deal with the relevant goods in such manner as the Purchaser may reasonably instruct and the Seller shall hold the relevant right, title, property and/or interest in or to such goods in trust for the Purchaser.
   
5. Purchase Price
   
5.1 The purchase price of each Receivable together with its Associated Rights and any right, title, property and/or interest in or to any goods relating to that Receivable which are transferred to the Purchaser under Clause 4 shall be the net amount (including any VAT or other tax or duty) payable by the relevant Debtor in respect of such Receivable as specified in the relevant Notification Schedule less, in the case of Receivables sold on the Commencement Date, the Doubtful Account Reserve applicable to those Receivables.

5.2 The Doubtful Account Reserve shall be the product D calculated in accordance with the formula set out in Part 1 of the Schedule and applied to the relevant amount.

5.3 The purchase price of all Receivables shall be payable in sterling or, where the Receivable is payable in Euro and the parties so agree, in Euro. Where a Receivable is payable or paid otherwise than in sterling the purchase price shall be computed by reference to the rate of exchange ruling in London on the Factoring Charge End Date, but for administrative convenience and for the purpose of calculating the amount

Page 2 of 16


  payable by the Purchaser in accordance with clause 5.4 the Purchaser shall provisionally apply the rate ruling in London on the nearest practicable date prior to that on which that Receivable is first taken into account in the preparation of any estimate under Clause 5.5 or, if later, the relevant Notification Schedule, making such adjustments as may thereafter be necessary. For this purpose the Factoring Charge End Date shall be the date determined in accordance with Clause 6.1 on which the Factoring Charge ceases to be payable in respect of that Receivable.

5.4 The Purchaser shall pay to the Seller in cleared funds by electronic transfer to such bank account as the Seller may notify from time to time (or by such other means as the parties may from time to time agree) sums becoming due and payable by the Purchaser to the Seller under this Agreement.

5.5 The Seller shall use its reasonable endeavours to send to the Purchaser on or before the close of business on the last Tuesday in each Period, or failing which as soon as possible thereafter, notice by electronic means only setting out its best estimate of the following:

  (a) the aggregate purchase price for Receivables sold or to be sold to the Purchaser during that Period;
  (b) any amount applicable to those Receivables and arising under Clause 5.3; and
  (c) the aggregate amount of Credit Notes issued or granted or to be issued or granted by the Seller during that Period and in respect of which the Seller is likely to be obliged to make payment under Clause 9.3.

  Such notice shall also specify the applicable Previous Period Adjustment Amount (being the Adjustment Amount calculated under Clause 5.7 for the immediately preceding Period).

5.6 The relevant party shall use its reasonable endeavours to pay to the other on or before the close of business on the last day of the relevant Period, or failing which it shall pay as soon as possible thereafter, the applicable net amount based on the estimates prepared for that Period under Clause 5.5 and taking into account the applicable Previous Period Adjustment Amount.

5.7 When sending a Notification Schedule to the Purchaser in respect of any Period the Seller shall specify the applicable Adjustment Amount (being the net difference between the estimated amounts for that Period made under Clause 5.5 and the corresponding amounts as included in that Notification Schedule).

5.8 The Purchaser shall not assume any liability, commitment or obligation of the Seller to any Debtor or any other third party, whether absolute or contingent, known or unknown, present or future, of any nature, kind or description whatsoever arising from, relating to or in connection with any contract for the sale or supply of goods or the provision of services by the Seller and from which a Purchased Receivable arises, or is alleged to arise.

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6 Factoring Charge
   
6.1 The Seller will pay to the Purchaser a charge (the "Factoring Charge") on the balance outstanding from time to time of any Purchased Receivable (that balance being determined as envisaged in Clause 11.3) commencing on the day the Purchaser pays the purchase price for that Purchased Receivable or an amount on account thereof as envisaged in Clause 5.6 or is credited with having done so and until the earliest of the following:

  (a) the end of the Period next following the Period in which the Due Date of that Purchased Receivable falls; and
  (b) the outstanding balance of that Purchased Receivable being recognised as a bad or doubtful debt.

6.2 The Factoring Charge shall be the product D calculated in accordance with the formula set out in part 2 of the Schedule and shall be calculated daily on such outstanding balance.

6.3 The Seller shall pay to the Purchaser in cleared funds by electronic transfer to the Factoring Account or, pending the opening of the Factoring Account, to such other account as the Purchaser may from time to time direct (or by such other means as the parties may from time to time agree) the aggregate amount of the Factoring Charges which have accrued in respect of each Period. The Seller shall use its reasonable endeavours to make such payment on or before the close of business on the last day of the next following Period, or failing which as soon as possible thereafter.

6.4 The Purchaser shall be entitled:

  (a) after having consulted with the Seller and on giving not less than 60 days written notice prior to each 31 st October during the lifetime of this Agreement and so as to take effect on the next following 1 st November, to add to, delete, increase, reduce or otherwise vary or alter in any respect all or any part of the formula used for calculating the Factoring Charge and/or the amount or percentage of any of the variables to be used in the operation of any such formula: and
  (b) at any time and from time to time by giving written notice on or before the end of any Period and so as to take effect at the commencement of the next following Period to increase, reduce or otherwise vary or alter the variable in respect of the Monthly Average Interest Rate.
   
7 Credit Risk
   
  Subject to Clause 1.4, it is agreed and acknowledged between the parties that the credit risk in relation to any Receivable passes immediately to the Purchaser upon it vesting in the Purchaser.

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8 Variable Due Dates
   
8.1 When sending each Notification Schedule to the Purchaser the Seller shall specify therein in reasonable detail those Purchased Receivables which have fallen due for payment by the relevant Debtor during any Period which has ended prior to the sending of that Notification Schedule and which have not been previously so notified and shall also specify the date on which each such Purchased Receivable fell due for payment (the "Due Date").

8.2 The Purchaser shall make any resulting adjustment to the calculation of the Factoring Charge for the purposes of Clause 6.1 to take account of the Due Dates as so notified.

8.3 The Purchaser shall be entitled to require the Seller to produce such evidence as is in its possession and upon which the Seller relies for specifying the Due Dates in question. Where the Purchaser wishes to dispute or query whether a Due Date has been correctly specified the parties shall consult together but in the absence of any agreement resulting from such consultation the determination of the subject matter of that dispute or query by the Seller shall be final and binding.
   
9 Credit Notes and Discounts
   
9.1 The Seller is irrevocably authorised to issue or grant in good faith to Debtors Credit Notes without limit in amount or time during the lifetime of this Agreement and after the Termination Date (except where termination results from the Seller's Insolvency).

9.2 When sending each Notification Schedule to the Purchaser the Seller shall specify therein in reasonable detail (including where reasonably practicable each relevant Purchased Receivable in respect of which they have been issued or granted) those Credit Notes issued or granted prior to the last day of the most recently ended Period.

9.3 The Seller shall pay to the Purchaser in cleared funds by electronic transfer to the Factoring Account (or by such other means as the parties may from time to time agree) an amount equal to the Credit Notes so notified except to the extent that it is able to prove to the satisfaction of the Purchaser that the relevant Debtor is unlikely to apply any such Credit Note by way of set-off, credit or other deduction from any Purchased Receivable (present or future). The Seller shall make such payment in accordance with the procedure set out in Clauses 5.5 to 5.7 (inclusive).

9.4 For the purpose of calculating Factoring Charges under Clause 6.1 the outstanding balance of any Purchased Receivable shall be reduced by the amount of any Credit Note with effect from the end of the Period in which that Credit Note is issued or granted.
   
10 Collection
   
10.1 This Agreement is intended to operate on a confidential basis so that the Purchaser's purchase of any Purchased Receivables shall not be notified to the relevant Debtors but the Purchaser reserves the right, at its discretion, to cause such notification to be made at any time to any Debtor or other person.

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10.2 The Seller shall, unless and until the Purchaser otherwise instructs the Seller and subject to any further agreement which the parties may make in relation to the provision of this service, collect the Purchased Receivables for the Purchaser and shall act promptly and efficiently in doing so. The Seller shall be entitled, but not obliged, at its own cost and expense (except to the extent that the parties may otherwise from time to time agree), to enforce payment of any Purchased Receivable and/or to exercise Associated Rights in whatever manner it may in its discretion decide, including the commencement, carrying on and defence of any proceedings whether in its own name or that of the Purchaser. The Purchaser shall when requested to do so give all reasonable assistance and provide all relevant information in its possession or under its control to the Seller for the purposes envisaged under this Clause.

10.3 In exercising its powers and discretions under this Clause 10 the Seller shall consult with the Purchaser whenever the Seller reasonably expects that the outcome of such exercise is likely to have a materially adverse impact on the Purchaser's interests.
   
11 Factoring Account
   
11.1 The Seller shall forthwith upon being required to do so by the Purchaser open a trust account (the "Factoring Account") at such bank in London as the Purchaser may nominate, which shall be in the name of the Seller but the balance from time to time on which shall be held in trust for the Purchaser who shall have the sole right to draw on such account. All charges relating to the operation of the Factoring Account are for the Purchaser's account.

11.2 Upon the opening of the Factoring Account any cheques, drafts, monies or other payments received or held by the Seller by way of discharge of any Purchased Receivables and/or Associated Rights shall be held in trust for the Purchaser and paid into the Factoring Account forthwith upon receipt by the Seller or, in the case of any cheques, drafts or other monies held in trust by the Seller for any person, upon the Seller being irrevocably and unconditionally authorised to deal with them, without being paid into any other bank account. Any payments of Purchased Receivables and/or in respect of Associated Rights made direct into any bank account maintained by the Seller other than the Factoring Account shall be remitted by the Seller forthwith to the Factoring Account or to such other account as the Purchaser may from time to time direct.

11.3 All sums credited to the Factoring Account by way of the payment of Purchased Receivables and/or Associated Rights or remitted to the Purchaser on account thereof by the Seller shall be taken into account, with effect from the date upon which each such credit or remittance is made, in establishing the outstanding balance of the relevant Purchased Receivable for the purpose of calculating the Factoring Charge thereon under Clause 6.1.
   
12 Warranties
   
  The Seller shall be taken to warrant to the Purchaser as at the
date it sends each Notification Schedule to the Purchaser and by
reference to the facts and circumstances existing at that date and
which are then known to the Seller (except to the extent that the

Page 6 of 16


  Seller makes fair and reasonable disclosure of any relevant matter in writing to the Purchaser) as follows:

  (a) the Seller is the legal and beneficial owner of the Receivables included in that Notification Schedule;
  (b) there is no mortgage, charge, lien, trust or other encumbrance or security rights or any tracing or other equitable right which affects those Receivables;
  (c) the goods to which each of those Receivables relates have been despatched to or to the order of the relevant Debtor or have been collected by it or on its behalf and/or, in the case of services, have been completely performed;
  (d) no reservation of title in favour of any third party applies to any of the goods sold or supplied by the Seller and to which each of those Receivables relates;
  (e) each relevant Debtor has no right of set-off or counterclaim that will reduce or extinguish the amount of any of those Receivables or adversely affect the collection thereof (except as a result of the issue or grant of any Credit Note as envisaged and in accordance with Clause 9);
  (f) each such Receivable is an existing, enforceable and undisputed obligation of the relevant Debtor;
  (g) each such Receivable is subject to the Seller's standard terms and conditions of sale in force from time to time and which have been approved by the Purchaser;
  (h) the Seller's books and records relating to those Receivables are true and complete in all material respects and contain all material information relating to the creditworthiness and payment history of each relevant Debtor;
  (i) each such Receivable has arisen in the ordinary course of the Seller's business and substantially in accordance with the Seller's normal policies and procedures applicable to ordinary transactions with the relevant Debtor.
   
13 Undertakings
   
  The Seller undertakes to the Purchaser that at all times until the Termination Date it shall:

  (a) not, unless the Purchaser shall have given its prior written consent, create or permit to exist any mortgage, charge, lien, trust or other encumbrance or security on any material part of the Seller's property, assets or undertaking;
  (b) ensure that the making and performance of this Agreement by the Seller does not contravene any law, regulation or statute and does not constitute a breach of or event of default under any agreement binding on the Seller;
  (c) take all reasonable care with a view to ensuring that all statements and information (including the Notification Schedules) provided by the Seller to the

Page 7 of 16


    Purchaser in the course of the performance of this Agreement or in connection with its subject matter are true and complete in all material respects;
  (d) exercise due care and diligence in granting credit to or maintaining credit with its customers and Debtors with a view to avoiding or minimising any losses which the Purchaser may suffer in relation to any Purchased Receivables;
  (e) notify the Purchaser forthwith upon becoming aware of any facts or circumstances which give reasonable grounds for the Seller to believe that any Debtor is Insolvent or Potentially Insolvent or is likely to become Insolvent;
  (f) at any time permit the Purchaser to carry out a review of the Seller's accounts, records, procedures and to inspect and take copies of all documents and records which may have a material bearing on the operation of this Agreement.
   
14. VAT Bad Debt Relief
   
  Where the terms of the VAT Bad Debt Procedure would apply to any Purchased Receivable but for its assignment to the Purchaser and if the parties agree (which neither of them shall be obliged to do) that that Purchased Receivable together with its Associated Rights shall be reassigned to the Seller then the Seller shall:

  (a) pay to the Purchaser a sum equivalent to the VAT included in such Purchased Receivable that the Seller is entitled to reclaim under the VAT Bad Debt Procedure; and
  (b) hold in trust for the Purchaser any dividend or other sum (other than VAT) received by the Seller on account of such Purchased Receivable and/or Associated Rights.
   
15 Power of Attorney
   
  The Seller hereby irrevocably appoints the Purchaser as its Attorney to secure the performance of its obligations under this Agreement and at any time in its name and on its behalf to execute legal assignments or to obtain payment of all or any Purchased Receivables and to endorse on the Seller's behalf negotiable instruments or other securities received in respect of Purchased Receivables and generally at any time to execute and do such further documents and things as the Purchaser may in its absolute discretion consider to be necessary or expedient for perfecting its title to such Purchased Receivables and/or Associated Rights and for the recovery of the same.
   
16 Termination
   
16.1 Either party may terminate this Agreement on giving to the other at any time not less than 90 days written notice or, where the Purchaser gives any notice to the Seller under Clause 6.4(a) , by the Seller giving to the Purchaser within 30 days of receipt of such notice not less than 15 days written notice of termination.

Page 8 of 16


16.2 Either party may terminate this Agreement forthwith by written notice if the other:

  (a) becomes Insolvent or Potentially Insolvent; or
  (b) ceases to be an Associated Company of the party giving such notice.

16.3 Such termination shall not affect the rights and obligations of the parties in relation to Purchased Receivables and Associated Rights as have vested in the Purchaser prior to the Termination Date nor any accrued rights or obligations as at that date.

16.4 With effect from the giving or receipt of any notice of termination under this Clause 16 the Seller shall be entitled to withdraw its offer for sale in respect of any Receivables thereafter coming into existence.
   
17 Set-Off
   
  The Purchaser may at any time set-off against any sum payable to the Seller the amount of any liability of the Seller to the Purchaser arising under or in connection with this Agreement, whether existing, future or contingent and whether by way of debt, damages or restitution. The Purchaser may at any time combine or consolidate all or any of its accounts recording transactions between the Purchaser and the Seller.
   
18 Assignment
   
18.1 The Purchaser shall be entitled without the consent of the Seller to assign to any other person all or any of its rights, benefits and remedies under or in connection with this Agreement and the provisions hereof shall apply for the benefit of such other person. The Seller may not assign to any other person any of its rights, benefits or remedies under or in connection with this Agreement.

18.2 This Agreement is enforceable by the original parties to it and by their permitted assigns. It is not intended by the parties to this Agreement that any other person should be entitled to enforce any term hereof, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise and any other such right to do so is hereby excluded. The parties to this Agreement may rescind this Agreement or vary any of its terms without the consent of any third party. The foregoing provisions of this Clause do not affect the rights or remedies of any third party which exist or are available apart from that Act.
   
19 Disclosure of Confidential Information
   
  The Seller acknowledges and agrees that the Purchaser shall be entitled to disclose to any person who has a need to know (including any actual or prospective assignees, investors, funders, employees, professional or financial advisors, insurers) with any confidential information of the Seller or relating to its business as the Purchaser may in its absolute discretion determine.

Page 9 of 16


20 Entire Agreement
   
  This Agreement supersedes any previous agreement between the parties in relation to the matters dealt with herein and together with any other existing agreement in writing between them, if any, which is ancillary to and expressly refers to this Agreement represents the whole and only agreement and understanding between the parties in relation thereto and each party acknowledges and agrees that it has not entered into this Agreement in reliance upon any representations, agreements, statements (whether oral or written) made or alleged to have been made by the other party or its officers, servants, agents or representatives on or prior to the date hereof. This Clause shall not have the effect of excluding any term implied by law. Nothing in this Clause shall operate to limit or exclude any liability of either party for fraud or fraudulent misrepresentation.
   
21. Applicable Law
   
  This Agreement shall be governed by and construed in accordance with the laws of England.
   
22 Interpretation
   
22.1 In this Agreement the following words and expressions shall have the following meanings:-

  "Associated Company" means at any time, in respect of any company, that company together with any other company which is, at that time, either its subsidiary, holding company or another subsidiary of any such holding company;

  "Associated Rights" means all instruments, guarantees, indemnities, the benefits of any insurances, encumbrances and other rights given to or held by the Seller in respect of any Receivable or under or in relation to the relevant contract, goods or services (except any right, title, property or interest in/or to such goods retained by the Seller);

  "Commencement Date" means the date specified as being the Commencement Date (being a date which falls on the last day of a Period) in a notice given by the Purchaser to the Seller;

  "Credit Note" means any credit note issued by the Seller to any Debtor or any allowance by way of discount, credit or other deduction granted to any Debtor;

  "Debtor" means a debtor in respect of a Purchased Receivable;

  "Doubtful Account Reserve" has the meaning ascribed to it in Clause 5.2;

  "Due Date" has the meaning ascribed thereto in Clause 8.1;

  "Factoring Account" has the meaning ascribed thereto in Clause 11.1;

Page 10 of 16


  "Factoring Charge" has the meaning ascribed thereto in Clause 6.1 and includes any charge arising under Clause 9.5;

  "Insolvent" means in respect of a person, that there has been taken by a court or by any person in respect of that person any of the steps set out below (or some other similar step under any law other than English law):

  (a) a bankruptcy order has been made;
  (b) a composition or a scheme of arrangement has been approved by the court;
  (c) an assignment, composition or other arrangement has been made for the benefit of creditors generally;
  (d) an order had been made by the court for winding-up or administration;
  (e) a resolution has been passed for voluntary winding-up;
  (f) a compromise or arrangement has been made binding on that person and all its creditors; or
  (g) an administrative receiver or a receiver on behalf of debenture holders or other creditors has been appointed;

  "Notification Schedule" means a notice sent by electronic means only by the Seller to the Purchaser pursuant to Clause 1.3 which shall be in a form specified by the Purchaser from time to time;

  "Period" means a John Deere fiscal month as established from time to time by Deere and Company;

  "Potentially Insolvent" means, in respect of a person, that any petition or any other originating process has been presented or any demand or notice has been issued or any other step has been taken under a legal procedure which could result in that person becoming Insolvent;

  "Purchased Receivable" means any Receivable but excluding, with effect from the date of any resale, any Receivable which is resold by the Purchaser to the Seller in accordance with Clause 1.4;

  "Receivable" means any debt (including, where the context permits any part of a debt and any tax, duty or interest on that debt) arising from a contract for the sale or supply of goods or the provision of services by the Seller where the goods the subject of that contract have been despatched to or to the order of the relevant debtor or collected by it or on its behalf and/or the services the subject of that contract have been completely performed by the Seller;

  "sterling" means the lawful currency of the United Kingdom from time to time;

  "Termination Date" means the date of termination of this Agreement pursuant to a notice given in accordance with Clause 16;

Page 11 of 16


  "VAT" means value added tax;

  "VAT Bad Debt Procedure" means the scheme and procedures, as may be varied from time to time, established by HM Customs and Excise to enable suppliers of goods to reclaim the VAT element of debts which become bad or doubtful.

22.2 In this Agreement, unless otherwise specified or unless the context otherwise requires:

  (a) References to any person includes that person's legal personal representatives, successors and permitted assigns.
  (b) References to writing shall include any modes of reproducing words in a legible and non-transitory form and any requirement that any notice should be sent or transmitted by electronic means is satisfied where the text of the notice-

    (i) is received in legible form, and
    (ii) is capable of being used for subsequent reference.

  (c) Headings used in this Agreement are for convenience only and do not affect the interpretation hereof.
  (d) References to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any law, legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to that English legal term.
  (e) General words introduced by the word "other" shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things, and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.
  (f) The words "include", "including" and "in particular" shall be construed as being by way of illustration or emphasis and shall not limit or prejudice the generality of any foregoing words or phrases.
  (g) References to the masculine shall include the feminine and references in the singular shall include references in the plural and vice versa .
  (h) Cognate words and expressions deriving from the definitions given in clause 22.1 shall be construed accordingly.

Page 12 of 16


IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the day and year first above written.
JOHN DEERE FINANCE S.A.

JOHN DEERE LIMITED
By: By:



Name: Stephen Pullin


Title: Director
Name: Clay T. Sherrill


Title: General Manager
By: By:



Name: Thomas Annis


Title: General Manager
Name: Malcolm Jackson


Title: Manager, Finance and Administration

Page 13 of 16


SCHEDULE

Part 1

Doubtful Account Reserve on initial purchase

The Doubtful Account Reserve for the initial purchase will reflect the Credit Risk composed by both the Average Annual Loss and the Average Annual Costs of Late Payment experienced by the Seller during a period of 10 years prior to the date of sale. It covers the credit risk for the period between inception and purchase of the portfolio, assuming that the payment term of the population of purchased receivables has elapsed by 50%, on average.
 
The factor will be calculated as follows:
 
D = r cr * portfolio
 
with:
   
r cr = (avg.loss + avg.late) * 100
           avg.receiv * turns * 2
+ 2 s
 
Part 2

Factoring Charge on each subsequent month end

The monthly Factoring Charge for subsequent months will be calculated taking into account the Cost of Equity, the Cost of Debt Funding, Administrative Costs, Service Cost and Credit Risk.
 
D=d*(avg. portfolio month - past.due)
 
with:

d year = r debt + r equity + r ad min + r serv + r cr ; d day = d year

    365  
   
r debt = debt *i avg r equity = equity * roe
     
r ad min = exp ad min * 100 r cr = avg.loss + 2 s + avg.late

  avg.portfolio year  
     
r serv = exp serv * 100  

  avg.portfolio year  

Page 14 of 16


Definitions:

Term Description Dimension
debt Average Indebtedness : Debt funding at arm's length level as a percentage of total amount of debts of total assets. %
equity Average Equity : Equity funding at arm's length level as a percentage of total average equity to total assets. %
avg.late Average costs of late payment : Average costs of funding of overdue receivables. %
avg.loss Average loss: Average loss as a percentage of total average outstanding receivables experienced during a period of rolling 10 years; weighted by seniority %
avg.portfolio Average Portfolio : Average daily balances of portfolio reduced by any cash received during a given fiscal month or fiscal year. currency
Avg.receiv Average Receivables: Average amount of receivables outstanding experienced during a period of 10 years,; weighted by seniority. currency
D Factoring Discount : Amount of money accounted to the Purchase Price of purchased Receivables Currency
d Year Annual Discount Rate %
d day Daily Discount Rate : Based on 365 days per year %
exp admin Annual Administrative Expenses: Budgeted expenses to run Purchaser's business except for administering and collecting portfolio. currency
exp serv Annual Servicing Expenses: Budgeted expenses for administering and collecting portfolio.  
I avg Monthly Average Interest Rate : to be determined monthly based on debt funding mix %
past.due Past Due Receivables: Receivables will be considered past due if and to the extent they are not paid at the first day of the second production month after due date currency
portfolio Portfolio : Amount of Receivables on Purchaser's balance sheet currency
r admin Administrative Cost : Rate of annual Administrative Expenses as a percentage of annual Average Portfolio %
r cr Credit Risk : Rate of credit losses experienced adjusted by two Standard Deviations, and cost of late payment. %
r debt Cost of Debt Funding : Effective cost of debt funding for an arm's length funding mix; r debt will be based on documentation of actual trades or bank quotes, as the case may be, maintained by Treasury and will be calculated monthly. %
r equity Cost of Equity : ROE weighted by the avg. equity ratio. The appropriate leverage to apply to the portfolio will be determined dependent on level of credit risk Purchaser is exposed to. %
r serv Service Cost: Rate of costs to administrate and collect the portfolio as determined by Purchaser based on budgeted expenses %
roe Return on Equity: Arm's length cost of equity as usually required by factoring companies. %
s Standard Deviation: Weighted standard deviations %
turns Turnover : Average annual turnover of the Portfolio calculated by dividing the sum of annual purchases of receivables by the annual average portfolio. number

Page 15 of 16


Intentionally Left Blank.

 

Page 16 of 16
 
EXHIBIT 12
 
 
DEERE & COMPANY AND CONSOLIDATED SUBSIDIARIES
 
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands of dollars)
 
    
Year Ended October 31

    
2002

  
2001

    
2000

  
1999

  
1998

Earnings:
                                    
Income of consolidated group before income taxes and changes in accounting
  
$
602,705
  
$
(24,757
)
  
$
777,507
  
$
365,135
  
$
1,560,032
Dividends received from less than fifty percent owned affiliates
  
 
2,236
  
 
1,675
 
  
 
3,065
  
 
5,734
  
 
5,555
Fixed charges excluding capitalized interest
  
 
659,263
  
 
787,737
 
  
 
693,626
  
 
571,949
  
 
531,817
    

  


  

  

  

Total earnings
  
$
1,264,204
  
$
764,655
 
  
$
1,474,198
  
$
942,818
  
$
2,097,404
    

  


  

  

  

Fixed charges:
                                    
Interest expense of consolidated group including capitalized interest
  
$
637,571
  
$
766,254
 
  
$
677,424
  
$
557,740
  
$
521,418
Portion of rental charges deemed to be interest
  
 
22,145
  
 
22,030
 
  
 
17,122
  
 
15,347
  
 
12,451
    

  


  

  

  

Total fixed charges
  
$
659,716
  
$
788,284
 
  
$
694,546
  
$
573,087
  
$
533,869
    

  


  

  

  

Ratio of earnings to fixed charges*
  
 
1.92
  
 
**
 
  
 
2.12
  
 
1.65
  
 
3.93
    

  


  

  

  


    
 
The computation of the ratio of earnings to fixed charges is based on applicable amounts of the Company and its consolidated subsidiaries plus dividends received from less than fifty percent owned affiliates. “Earnings” consist of income before income taxes, changes in accounting and fixed charges excluding capitalized interest. “Fixed charges” consist of interest on indebtedness, amortization of debt discount and expense, an estimated amount of rental expense which is deemed to be representative of the interest factor, and capitalized interest.
 
*
 
The Company has not issued preferred stock. Therefore, the ratios of earnings to combined fixed charges and preferred stock dividends are the same as the ratios presented above.
 
**
 
For the year ended October 31, 2001, earnings available for fixed charges coverage were $24 million less than the amount required for a ratio of earnings to fixed charges of 1.0.

EXHIBIT 21

 

DEERE & COMPANY

AND CONSOLIDATED SUBSIDIARIES

 

SUBSIDIARIES OF THE REGISTRANT

 

As of October 31, 2002

 

     Subsidiary companies of Deere & Company are listed below. Except where otherwise indicated, 100 percent of the voting securities of the companies named is owned directly or indirectly by Deere & Company.

 

 

Name of subsidiary

Organized
under the
laws of

Subsidiaries included in consolidated
   financial statements *

 

 

John Deere Construction & Forestry Company

Delaware

 

John Deere Agricultural Holdings, Inc.

Delaware

 

John Deere Construction Holdings, Inc.

Delaware

 

John Deere Lawn and Grounds Care Holdings, Inc.

Delaware

 

John Deere Commercial Worksite Products, Inc.

Tennessee

 

John Deere Limited

Canada

 

John Deere - Lanz Verwaltungs A.G. (99.9% owned)

Germany

 

John Deere S.A.S.

France

 

John Deere Iberica S.A.

Spain

 

John Deere Intercontinental GmbH

Germany

 

John Deere Central Services GmbH

Germany

 

Chamberlain Holdings Limited

Australia

 

John Deere Limited Australia

Australia

 

Industrias John Deere Argentina S.A.

Argentina

 

John Deere Foreign Sales Corporation Limited

Jamaica

 

John Deere Credit Company

Delaware

 

John Deere Capital Corporation

Delaware

 

John Deere Credit Inc.

Canada

 

John Deere Receivables, Inc.

Nevada

 

John Deere Funding Corporation

Nevada

 

Deere Receivables Corporation

Nevada

 

Deere Credit, Inc.

Delaware

 

Deere Credit Services, Inc.

Delaware

 

Farm Plan Corporation

Delaware

 

Arrendadora John Deere S.A. de C.V. (99.9% owned)

Mexico

 

John Deere Credit Limited (Australia)

Australia

 

John Deere Health Care, Inc.

Delaware

 

John Deere Health Plan, Inc.

Illinois

 

Funk Manufacturing Company

Delaware

 

Cameco Industries, Inc.

Louisiana

 

Sprayfab, LLC

Louisiana

 

John Deere Brasil Participacoes LTDA (99.9% owned)

Brazil

 

John Deere Distribuidora De Titulos e Valores

Brazil

 

John Deere Ltd. Scotland (E. Kilbride)

England

 

John Deere Consumer Products, Inc.

Delaware

 

John Deere S.A. de C.V.

Mexico

 

Industrias John Deere, S.A. de C.V.

Mexico

 

Motores John Deere S.A. de C.V.

Mexico

 

John Deere Torreon S.A. de C.V.

Mexico

 

John Deere Mexico S.A. de C.V.

Mexico

 

 

 

 

 

 

*

One hundred and fourteen consolidated subsidiaries and thirty-nine unconsolidated affiliates whose names are omitted, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

EXHIBIT 23
 
[Letterhead]
Deloitte & Touche LLP
Two Prudential Plaza
180 North Stetson Avenue
Chicago, Illinois 60601
 
INDEPENDENT AUDITORS' CONSENT
 
We consent to the incorporation by reference in Registration Statement Nos. 2-62630,
2-76637, 2-90384, 33-15949, 33-17990, 33-24397, 33-44294, 33-49740, 33-49742,
33-49762, 33-55551, 33-55549, 33-57897, 333-01477, 333-62665, 333-62669, and
333-46790 of Deere & Company on Form S-8 and in Registration Statement No. 333-92134 of Deere & Company on Form S-3 of our report dated November 19, 2002, appearing in the Annual Report on Form 10-K of Deere & Company for the year ended October 31, 2002, and to the reference to us under the heading "Experts" in the Prospectuses, which are part of such Registration Statements.
 
 
DELOITTE & TOUCHE LLP
Chicago, Illinois
 
December 19, 2002

EXHIBIT 99

STATEMENT PURSUANT TO
18 U.S.C. SECTION 1350
AS REQUIRED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Deere & Company (the "Company") on Form 10-K for the period ending October 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify that to the best of our knowledge:
   
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


December 19, 2002
  /s/ R. W. Lane   Chairman and Chief Executive Officer

         
December 19, 2002   /s/ Nathan J. Jones   Senior Vice President and Chief Financial Officer