UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


FORM 10-Q


 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 27, 2019

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

 

Commission file no: 1-4121


 

DEERE  &  COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
(State of incorporation)

 

36-2382580
(IRS employer identification no.)

 

One John Deere Place

Moline, Illinois 61265

(Address of principal executive offices)

Telephone Number:  (309) 765-8000

 


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 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes     X    No           

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

Large accelerated filer

   X   

Accelerated filer

         

Non-accelerated filer

             

Smaller reporting company

         

 

Emerging growth company

         

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.           

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes            No     X   

 

At January 27, 2019, 318,493,477 shares of common stock, $1 par value, of the registrant were outstanding.

 

 

 

 

 


 

 

PART I.  FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

ITEM 1.  FINANCIAL STATEMENTS

 

 

 

 

 

 

 

DEERE & COMPANY

 

 

 

 

 

 

 

STATEMENT OF CONSOLIDATED INCOME

 

 

 

 

 

 

 

For the Three Months Ended January 27, 2019 and January 28, 2018

 

 

 

 

 

 

 

(In millions of dollars and shares except per share amounts) Unaudited

 

 

 

 

 

 

 

 

 

2019

 

2018

 

Net Sales and Revenues

 

 

 

 

 

 

 

Net sales

 

$

6,940.9

 

$

5,973.9

 

Finance and interest income

 

 

814.9

 

 

722.9

 

Other income

 

 

227.8

 

 

216.7

 

Total

 

 

7,983.6

 

 

6,913.5

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

Cost of sales

 

 

5,431.6

 

 

4,704.5

 

Research and development expenses

 

 

406.8

 

 

356.8

 

Selling, administrative and general expenses

 

 

763.7

 

 

705.0

 

Interest expense

 

 

353.0

 

 

286.3

 

Other operating expenses

 

 

351.3

 

 

343.0

 

Total

 

 

7,306.4

 

 

6,395.6

 

 

 

 

 

 

 

 

 

Income of Consolidated Group before Income Taxes

 

 

677.2

 

 

517.9

 

Provision for income taxes

 

 

184.1

 

 

1,057.5

 

Income (Loss) of Consolidated Group

 

 

493.1

 

 

(539.6)

 

Equity in income of unconsolidated affiliates

 

 

6.5

 

 

4.9

 

Net Income (Loss)

 

 

499.6

 

 

(534.7)

 

Less: Net income attributable to noncontrolling interests

 

 

1.1

 

 

.4

 

Net Income (Loss) Attributable to Deere & Company

 

$

498.5

 

$

(535.1)

 

 

 

 

 

 

 

 

 

Per Share Data

 

 

 

 

 

 

 

Basic

 

$

1.56

 

$

(1.66)

 

Diluted

 

$

1.54

 

$

(1.66)

 

 

 

 

 

 

 

 

 

Average Shares Outstanding

 

 

 

 

 

 

 

Basic

 

 

318.5

 

 

322.8

 

Diluted

 

 

322.7

 

 

322.8

 

 

 

 

 

 

 

 

 

 

See Condensed Notes to Interim Consolidated Financial Statements.

 

2


 

 

 

 

 

 

 

 

 

 

 

DEERE & COMPANY

 

 

 

 

 

 

 

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

 

 

 

 

 

 

 

For the Three Months Ended January 27, 2019 and January 28, 2018

 

 

 

 

 

 

 

(In millions of dollars) Unaudited

 

 

 

 

 

 

 

 

    

2019

    

2018

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

499.6

 

$

(534.7)

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss), Net of Income Taxes

 

 

 

 

 

 

 

Retirement benefits adjustment

 

 

19.6

 

 

46.3

 

Cumulative translation adjustment

 

 

(161.5)

 

 

223.3

 

Unrealized gain (loss) on derivatives 

 

 

(8.4)

 

 

5.4

 

Unrealized gain (loss) on debt securities

 

 

7.9

 

 

(.2)

 

Other Comprehensive Income (Loss), Net of Income Taxes

 

 

(142.4)

 

 

274.8

 

 

 

 

 

 

 

 

 

Comprehensive Income (Loss) of Consolidated Group

 

 

357.2

 

 

(259.9)

 

Less: Comprehensive income attributable to noncontrolling interests

 

 

1.1

 

 

.5

 

Comprehensive Income (Loss) Attributable to Deere & Company

 

$

356.1

 

$

(260.4)

 

 

 

 

 

 

 

 

 

 

See Condensed Notes to Interim Consolidated Financial Statements.

3


 

 

 

 

 

 

 

 

 

 

 

 

 

 

DEERE & COMPANY

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

(In millions of dollars) Unaudited

 

 

 

 

 

 

 

 

 

 

 

    

January 27

    

October 28

    

January 28 

 

 

 

2019

 

2018

 

2018

 

Assets

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,625.7

 

$

3,904.0

 

$

3,915.1

 

Marketable securities

 

 

523.5

 

 

490.1

 

 

462.3

 

Receivables from unconsolidated affiliates

 

 

35.6

 

 

21.7

 

 

33.7

 

Trade accounts and notes receivable – net

 

 

5,497.4

 

 

5,004.3

 

 

4,684.6

 

Financing receivables – net

 

 

25,149.7

 

 

27,054.1

 

 

23,855.1

 

Financing receivables securitized – net

 

 

4,563.4

 

 

4,021.4

 

 

4,474.0

 

Other receivables

 

 

1,650.9

 

 

1,735.5

 

 

1,036.1

 

Equipment on operating leases – net

 

 

6,903.6

 

 

7,165.4

 

 

6,619.8

 

Inventories

 

 

7,401.9

 

 

6,148.9

 

 

6,614.2

 

Property and equipment – net

 

 

5,785.2

 

 

5,867.5

 

 

5,781.2

 

Investments in unconsolidated affiliates

 

 

211.7

 

 

207.3

 

 

194.0

 

Goodwill

 

 

3,047.6

 

 

3,100.7

 

 

3,111.8

 

Other intangible assets – net

 

 

1,507.5

 

 

1,562.4

 

 

1,659.5

 

Retirement benefits

 

 

1,348.2

 

 

1,298.3

 

 

580.3

 

Deferred income taxes

 

 

834.1

 

 

808.0

 

 

1,876.2

 

Other assets

 

 

1,832.2

 

 

1,718.4

 

 

1,679.6

 

Total Assets

 

$

69,918.2

 

$

70,108.0

 

$

66,577.5

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

$

10,737.5

 

$

11,061.4

 

$

9,743.5

 

Short-term securitization borrowings

 

 

4,464.0

 

 

3,957.3

 

 

4,428.3

 

Payables to unconsolidated affiliates

 

 

144.5

 

 

128.9

 

 

118.0

 

Accounts payable and accrued expenses

 

 

9,086.0

 

 

10,111.0

 

 

8,489.7

 

Deferred income taxes

 

 

525.4

 

 

555.8

 

 

590.2

 

Long-term borrowings

 

 

27,855.2

 

 

27,237.4

 

 

26,421.8

 

Retirement benefits and other liabilities

 

 

5,758.9

 

 

5,751.0

 

 

7,507.1

 

Total liabilities

 

 

58,571.5

 

 

58,802.8

 

 

57,298.6

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interest

 

 

14.0

 

 

14.0

 

 

14.0

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

Common stock, $1 par value (issued shares at
January 27, 2019 – 536,431,204)

 

 

4,511.5

 

 

4,474.2

 

 

4,374.0

 

Common stock in treasury

 

 

(16,422.1)

 

 

(16,311.8)

 

 

(15,404.3)

 

Retained earnings

 

 

27,816.3

 

 

27,553.0

 

 

24,571.9

 

Accumulated other comprehensive income (loss)

 

 

(4,577.9)

 

 

(4,427.6)

 

 

(4,289.0)

 

Total Deere & Company stockholders’ equity

 

 

11,327.8

 

 

11,287.8

 

 

9,252.6

 

Noncontrolling interests

 

 

4.9

 

 

3.4

 

 

12.3

 

Total stockholders’ equity

 

 

11,332.7

 

 

11,291.2

 

 

9,264.9

 

Total Liabilities and Stockholders’ Equity

 

$

69,918.2

 

$

70,108.0

 

$

66,577.5

 

 

 

 

 

 

 

 

 

 

 

 

 

See Condensed Notes to Interim Consolidated Financial Statements.

4


 

 

 

 

 

 

 

 

 

 

 

DEERE & COMPANY

 

 

 

 

 

 

 

STATEMENT OF CONSOLIDATED CASH FLOWS

 

 

 

 

 

 

 

For the Three Months Ended January 27, 2019 and January 28, 2018

 

 

 

 

 

 

 

(In millions of dollars) Unaudited

 

 

 

 

 

 

 

 

    

2019

    

2018

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income (loss)

 

$

499.6

 

$

(534.7)

 

Adjustments to reconcile net income (loss) to net cash used for operating activities:

 

 

 

 

 

 

 

Provision for credit losses

 

 

2.5

 

 

2.5

 

Provision for depreciation and amortization

 

 

503.3

 

 

463.2

 

Share-based compensation expense

 

 

20.3

 

 

16.7

 

Gain on sales of businesses

 

 

 

 

 

(13.2)

 

Undistributed earnings of unconsolidated affiliates

 

 

(7.3)

 

 

(6.6)

 

Provision (credit) for deferred income taxes

 

 

(55.7)

 

 

479.7

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Trade, notes, and financing receivables related to sales

 

 

(507.3)

 

 

(34.9)

 

Inventories

 

 

(1,395.9)

 

 

(1,238.8)

 

Accounts payable and accrued expenses

 

 

(697.5)

 

 

(915.1)

 

Accrued income taxes payable/receivable

 

 

97.9

 

 

425.1

 

Retirement benefits

 

 

(4.3)

 

 

65.6

 

Other

 

 

(106.3)

 

 

(5.5)

 

Net cash used for operating activities

 

 

(1,650.7)

 

 

(1,296.0)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Collections of receivables (excluding receivables related to sales)

 

 

5,496.4

 

 

5,226.1

 

Proceeds from maturities and sales of marketable securities

 

 

7.9

 

 

13.1

 

Proceeds from sales of equipment on operating leases

 

 

370.8

 

 

339.6

 

Proceeds from sales of businesses, net of cash sold

 

 

 

 

 

49.7

 

Cost of receivables acquired (excluding receivables related to sales)

 

 

(4,212.8)

 

 

(4,006.6)

 

Acquisitions of businesses, net of cash acquired

 

 

 

 

 

(5,129.7)

 

Purchases of marketable securities

 

 

(31.5)

 

 

(24.3)

 

Purchases of property and equipment

 

 

(297.4)

 

 

(176.3)

 

Cost of equipment on operating leases acquired

 

 

(361.4)

 

 

(365.7)

 

Other

 

 

(3.4)

 

 

(22.2)

 

Net cash provided by (used for) investing activities

 

 

968.6

 

 

(4,096.3)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Increase (decrease) in total short-term borrowings

 

 

476.3

 

 

(535.5)

 

Proceeds from long-term borrowings

 

 

2,211.1

 

 

2,262.1

 

Payments of long-term borrowings

 

 

(1,941.3)

 

 

(1,871.2)

 

Proceeds from issuance of common stock

 

 

51.1

 

 

143.0

 

Repurchases of common stock

 

 

(143.9)

 

 

(9.7)

 

Dividends paid

 

 

(220.3)

 

 

(193.0)

 

Other

 

 

(30.2)

 

 

(26.7)

 

Net cash provided by (used for) financing activities

 

 

402.8

 

 

(231.0)

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash

 

 

(12.9)

 

 

198.6

 

 

 

 

 

 

 

 

 

Net Decrease in Cash, Cash Equivalents, and Restricted Cash

 

 

(292.2)

 

 

(5,424.7)

 

Cash, Cash Equivalents, and Restricted Cash at Beginning of Period

 

 

4,015.3

 

 

9,466.8

 

Cash, Cash Equivalents, and Restricted Cash at End of Period

 

$

3,723.1

 

$

4,042.1

 

 

 

 

 

 

 

 

 

 

See Condensed Notes to Interim Consolidated Financial Statements.

 

 

5


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DEERE & COMPANY

 

STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY

 

For the Three Months Ended January 27, 2019 and January 28, 2018

 

(In millions of dollars) Unaudited

 

 

 

 

 

 

Total Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

Deere & Company Stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

Other

 

 

 

 

Redeemable

 

 

 

Stockholders’

 

Common

 

Treasury

 

Retained

 

Comprehensive

 

Noncontrolling

 

 

Noncontrolling

 

 

  

Equity

  

Stock

  

Stock

  

Earnings

  

Income (Loss)

  

Interests

 

 

Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance October 29, 2017

 

$

9,560.5

 

$

4,280.5

 

$

(15,460.8)

 

$

25,301.3

 

$

(4,563.7)

 

$

3.2

 

 

$

14.0

 

Net income (loss)

 

 

(534.7)

 

 

 

 

 

 

 

 

(535.1)

 

 

 

 

 

.4

 

 

 

 

 

Other comprehensive income

 

 

274.8

 

 

 

 

 

 

 

 

 

 

 

274.7

 

 

.1

 

 

 

 

 

Repurchases of common stock

 

 

(9.7)

 

 

 

 

 

(9.7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury shares reissued

 

 

66.2

 

 

 

 

 

66.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared

 

 

(194.3)

 

 

 

 

 

 

 

 

(194.3)

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

8.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.7

 

 

 

 

 

Stock options and other

 

 

93.4

 

 

93.5

 

 

 

 

 

 

 

 

 

 

 

(.1)

 

 

 

 

 

Balance January 28, 2018

 

$

9,264.9

 

$

4,374.0

 

$

(15,404.3)

 

$

24,571.9

 

$

(4,289.0)

 

$

12.3

 

 

$

14.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance October 28, 2018

 

$

11,291.2

 

$

4,474.2

 

$

(16,311.8)

 

$

27,553.0

 

$

(4,427.6)

 

$

3.4

 

 

$

14.0

 

ASU No. 2016-01 adoption*

 

 

 

 

 

 

 

 

 

 

 

7.9

 

 

(7.9)

 

 

 

 

 

 

 

 

Net income

 

 

499.5

 

 

 

 

 

 

 

 

498.5

 

 

 

 

 

1.0

 

 

 

.1

 

Other comprehensive loss

 

 

(142.4)

 

 

 

 

 

 

 

 

 

 

 

(142.4)

 

 

 

 

 

 

 

 

Repurchases of common stock

 

 

(143.9)

 

 

 

 

 

(143.9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury shares reissued

 

 

33.6

 

 

 

 

 

33.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared

 

 

(242.7)

 

 

 

 

 

 

 

 

(242.7)

 

 

 

 

 

 

 

 

 

(.1)

 

Stock options and other

 

 

37.4

 

 

37.3

 

 

 

 

 

(.4)

 

 

 

 

 

.5

 

 

 

 

 

Balance January 27, 2019

 

$

11,332.7

 

$

4,511.5

 

$

(16,422.1)

 

$

27,816.3

 

$

(4,577.9)

 

$

4.9

 

 

$

14.0

 

* See Note 3.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 See Condensed Notes to Interim Consolidated Financial Statements.

 

 

6


 

 

Condensed Notes to Interim Consolidated Financial Statements (Unaudited)

(1)    Organization and Consolidation

The information in the notes and related commentary are presented in a format which includes data grouped as follows:

Equipment Operations Includes the Company’s agriculture and turf operations and construction and forestry operations with financial services reflected on the equity basis.

Financial Services Includes primarily the Company’s financing operations.

Consolidated Represents the consolidation of the equipment operations and financial services. References to "Deere & Company" or "the Company" refer to the entire enterprise.

The Company uses a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The first quarter ends for fiscal year 2019 and 2018 were January 27, 2019 and January 28, 2018, respectively. Both periods contained 13 weeks.

Variable Interest Entities

The Company consolidates certain Variable Interest Entities (VIEs) related to retail note securitizations (see Note 12).

The Company also has an interest in a joint venture that manufactures construction equipment in Brazil for local and overseas markets. The joint venture is a VIE; however, the Company is not the primary beneficiary. Therefore, the entity’s financial results are not fully consolidated in the Company’s consolidated financial statements, but are included on an equity basis. The maximum exposure to losses at January 27, 2019 and October 28, 2018 in millions of dollars follows:

 

 

 

 

 

 

 

 

 

 

January 27, 2019

 

October 28, 2018

 

Receivables from unconsolidated affiliates

 

$

2

 

$

2

 

Loan guarantee

 

 

25

 

 

25

 

Total

 

$

27

 

$

27

 

 

 

(2)    Summary of Significant Accounting Policies and Cash Flow Information

The interim consolidated financial statements of Deere & Company have been prepared by the Company, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. It is suggested that these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in the Company’s latest annual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.

Cash Flow Information

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in the statement of consolidated cash flows as these receivables arise from sales to the Company’s customers. Cash flows from financing receivables that are related to sales to the Company’s customers are also included in operating activities. The remaining financing receivables are related to the financing of equipment sold by independent dealers and are included in investing activities.

The Company had the following non-cash operating and investing activities that were not included in the statement of consolidated cash flows. The Company transferred inventory to equipment on operating leases of approximately $106 million and $139 million in the first three months of 2019 and 2018, respectively.

7


 

 

The Company also had accounts payable related to purchases of property and equipment of approximately $33 million and $27 million at January 27, 2019 and January 28, 2018, respectively.

The Company’s equipment operations held restricted cash of $10 million, $7 million, $7 million, and $6 million at January 27, 2019, October 28, 2018, January 28, 2018, and October 29, 2017, respectively. The equipment operation’s restricted cash relates to miscellaneous operational activities. The Company’s financial services operations held restricted cash of $87 million, $104 million, $120 million, and $126 million at January 27, 2019, October 28, 2018, January 28, 2018, and October 29, 2017, respectively. The financial services operations’ restricted cash primarily relates to securitization of financing receivables (see Note 12). The restricted cash is recorded in other assets in the consolidated balance sheet.

 

(3)    New Accounting Standards  

New Accounting Standards Adopted

In the first quarter of 2019, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) 605, Revenue Recognition. The ASU was adopted using a modified retrospective approach to all incomplete contracts as of the adoption date. The ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five step model is used to determine the amount and timing of revenue recognized. The ASU also requires expanded disclosures to include disaggregated revenue by geographic regions and major product lines.

The ASU required that a gross asset and liability rather than a net liability be recorded for the value of estimated service parts returns and the related refund liability. The gross asset is recorded in other assets for the inventory value of estimated parts returns and the gross liability is recorded in accounts payable and accrued expenses for the estimated dealer refund. The table below reflects the change for the estimated parts returns in the affected lines on the consolidated balance sheet in millions of dollars.

 

 

 

 

 

 

 

 

 

 

 

 

 

October 28, 2018

 

Cumulative Effect
from Adoption

 

October 29, 2018

 

Assets

 

 

 

 

 

 

 

 

 

 

Other assets

 

$

1,718

 

$

110

 

$

1,828

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

10,111

 

$

110

 

$

10,221

 

There were no significant changes affecting the timing of revenue recognition from the adoption. The Company’s updated revenue policies and additional disclosures are included in Note 4.

In the first quarter of 2019, the Company adopted ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which amends ASC 825-10, Financial Instruments – Overall. This ASU changed the treatment for available for sale equity investments by recognizing unrealized fair value changes directly in net income and no longer in other comprehensive income (OCI). The cumulative effect of adoption resulted in an $8 million after-tax reclassification from OCI to retained earnings.

In the first quarter of 2019, the Company adopted ASU No. 2016-18, Restricted Cash, which amends ASC 230, Statement of Cash Flows. The ASU requires that restricted cash be included with cash and cash equivalents in the statement of cash flows. The ASU was adopted using a retrospective transition approach resulting in an update to the 2018 consolidated and supplemental consolidating statement of cash flows (see Note 2). The ASU did not have a material effect on the Company’s consolidated financial statements.

In the first quarter of 2019, the Company early adopted ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, which amends ASC 815, Derivatives and Hedging. The purpose of this ASU is to better align a company’s risk management activities and financial reporting for hedging relationships, simplify the hedge accounting requirements, and improve the disclosures of hedging arrangements. The adoption did not have a material effect on the Company’s consolidated financial statements (see Note 17). The Company continues to evaluate potential additional hedge accounting relationships provided by the new standard to further improve risk management.

8


 

 

The Company also adopted the following standards in the first quarter of 2019, none of which had a material effect on the Company’s consolidated financial statements:

Accounting Standards Updates

 

 

 

2016-15

Classification of Certain Cash Receipts and Cash Payments, which amends ASC 230, Statement of Cash Flows

 

2016-16

Intra-Entity Transfers of Assets Other Than Inventory, which amends ASC 740,
Income Taxes

 

2017-01

Clarifying the Definition of a Business, which amends ASC 805, Business Combinations

 

2017-09

Scope of Modification Accounting, which amends ASC 718, Compensation -
Stock Compensation

 

2018-13

Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement

 

2018-14

Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which amends ASC 715-20, Compensation - Retirement Benefits - Defined Benefit Plans - General

 

2018-16

Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which amends ASC 815, Derivatives and Hedging

 

 

New Accounting Standards to be Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. The ASU’s primary change is the requirement for lessee entities to recognize a lease liability for payments and a right of use asset during the term of operating lease arrangements. The ASU does not significantly change the lessee’s recognition, measurement, and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases: Targeted Improvements. Both ASUs amend ASC 842, Leases. The provisions impacting the Company in these ASUs are an option that will not require earlier periods to be restated at the adoption date and an option for lessors, if certain criteria are met, to avoid separating the lease and nonlease components (such as preventative maintenance services) in an agreement. In December 2018, the FASB issued ASU No. 2018-20, Narrow-Scope Improvements for Lessors. This ASU provides an election for lessors to exclude sales and related taxes from consideration in the contract, requires lessors to exclude from revenue and expense lessor costs paid directly to a third party by lessees, and clarifies lessors’ accounting for variable payments related to both lease and nonlease components. The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. The Company is evaluating the potential effects on the consolidated financial statements and plans to adopt the ASU using the modified-retrospective approach that will not require earlier periods to be restated.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which establishes ASC 326, Financial Instruments - Credit Losses. The ASU revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The ASU affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This ASU clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. The effective date will be the first quarter of fiscal year 2021, with early adoption permitted beginning in fiscal year 2020. The ASU will be adopted using a modified-retrospective approach. The Company is evaluating the potential effects on the consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08, Premium Amortization on Purchased Callable Debt Securities, which amends ASC 310-20, Receivables – Nonrefundable Fees and Other Costs. This ASU reduces the amortization period for certain callable debt securities held at a premium to the earliest call date. The treatment of securities held at a discount is unchanged. The effective date is the first quarter of fiscal year 2020. The adoption will not have a material effect on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. The ASU requires that most of the guidance related to stock compensation granted to employees be followed for non-employees, including

9


 

 

the measurement date, valuation approach, and performance conditions. The expense is recognized in the same period as though cash were paid for the good or service. The effective date is the first quarter of fiscal year 2020, with early adoption permitted, including in interim periods. The ASU will be adopted using a modified-retrospective transition approach. The adoption will not have a material effect on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software. This ASU requires customers in a hosting arrangement that is a service contract to evaluate the implementation costs of the hosting arrangement using the guidance to develop internal-use software. The project development stage determines the implementation costs that are capitalized or expensed. Capitalized implementation costs are amortized over the term of the service arrangement and are presented in the same income statement line item as the service contract costs. The effective date will be the first quarter of fiscal year 2021, with early adoption permitted. The Company will adopt the ASU on a prospective basis. The Company is evaluating the potential effects on the Company’s consolidated financial statements.

 

(4)    Revenue Recognition

Sales of equipment and service parts. Sales of equipment and service parts are recognized when each of the following criteria are met: (1) the Company and an independent customer approve a contract with commercial substance, (2) the sales price is determinable and collectability of the payments are probable based on the terms outlined in the contract, and (3) control of the goods has transferred to the customer. Transfer of control generally occurs for equipment and service parts when the good is delivered as specified in the contract and the risks and rewards of ownership are transferred. In the U.S. and most international locations, this transfer occurs primarily when goods are shipped. In Canada and some other international locations, certain goods are shipped to dealers on a consignment basis under which the risks and rewards of ownership are not transferred to the dealer at the time the goods are shipped. Accordingly, in these locations, sales are not recorded until a retail customer has purchased the goods. Generally, no right of return exists on sales of equipment.

In select instances, equipment is transferred to a customer or a financial institution with an obligation to repurchase the equipment for a specified amount, which is exercisable at the customer’s option. When the equipment is expected to be repurchased, those arrangements are accounted for as leases. When the operating lease criteria are met, no sale is recorded at the time of the equipment transfer and the difference between sale price and the specified repurchase amount is recognized as revenue on a straight-line basis until the customer’s option expires. When this equipment is not expected to be repurchased, a sale is recorded with a return obligation.

Under the terms of sales agreements with dealers, 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 twelve months for most equipment. Interest-free periods may not be extended. Interest is primarily 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. Interest charged may not be forgiven and the past due interest rates exceed market rates. Dealers cannot cancel purchases after the equipment is shipped and are responsible for payment even if the equipment is not sold to retail customers. If the interest-free or below market interest rate period exceeds one year, the Company adjusts the expected sales revenue for the effects of the time value of money using a current market interest rate. The revenue related to the financing component is recognized in finance and interest income using the interest method. The Company elected to not adjust the sales price to account for a financing component if the expected interest-free or below market period is one year or less.

Service parts and certain attachments returns are estimable and accrued at the time a sale is recognized. The estimated parts returns are recorded in other assets for the inventory value of estimated part returns, adjusted for restocking fees. The estimated dealer refund liability, adjusted for restocking fees, is recorded in accounts payable and accrued expenses. The estimated returns are based on historical return rates, current dealer inventory levels, and current economic conditions.

Sales incentives. In certain markets, the Company provides sales incentives to dealers. These incentives may be based on a dealer’s purchase volume, or on retail sales incentive programs for allowances and financing programs that will be due when the dealer sells the equipment to a retail customer. At the time of the sale to a dealer, the Company records an estimated cost of these programs as a reduction to the sales price. The

10


 

 

estimated cost is based on historical data, field inventory levels, and retail sales volumes. The final cost of these programs is determined at the end of the measurement period for volume based incentives or when the dealer sells the equipment to a retail customer. Actual cost differences from the original cost estimate are recognized in net sales.

Product warranties. For most equipment and parts sales, the Company provides a standard warranty to provide assurance that the equipment will function as intended for a specified period. At the time a sale is recognized, the estimated future warranty costs are recorded. The Company generally determines its total warranty liability by applying historical warranty claims rate experience to the estimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retail sales. The historical claims rate is primarily determined by a review of five-year claims costs with consideration of current quality developments. The Company also offers extended warranty arrangements for purchase at the customer’s option. The premiums for extended warranties are recognized in other income in the statement of consolidated income primarily in proportion to the costs expected to be incurred over the contract period. The unamortized extended warranty premiums (deferred revenue) are recorded in accounts payable and accrued expenses in the consolidated balance sheet.

Remanufactured components and parts. The Company remanufactures used engines and components (cores) that are sold to dealers and end customers for maintenance and repair parts. Revenue for remanufactured components is recognized using the same criteria as other parts sales. When a remanufactured part is sold, the Company collects a deposit that is repaid if the customer returns a core that meets certain specifications within a defined time period. The deposit received from the customer is recognized as a liability in accounts payable and accrued expenses and the used component that is expected to be returned is recognized in other assets in the consolidated balance sheet. When a customer returns a core, the deposit is repaid, the liability reversed, and the returned core is recorded in inventory to be remanufactured and sold to another customer. If a core is not returned within the required time as estimated, the deposit is recognized as revenue in net sales, and the estimated core return is recorded as an expense in cost of sales in the statement of consolidated income.

Precision guidance, telematics, and other information enabled solutions. Certain equipment is sold with precision guidance, telematics, and other information gathering and analyzing capabilities. The solutions require hardware, software, and include an obligation to provide telematic services for a specific period of time. These solutions are generally bundled with the sale of the equipment and can also be purchased or renewed separately. The revenue related to the hardware and embedded software is generally recognized at the time of the equipment sale and recorded in net sales in the consolidated statement of income. The revenue for the future services is generally deferred and recognized over the service period. The deferred revenue is recorded as a contract liability in accounts payable and accrued expenses in the consolidated balance sheet and is recognized in other income with the associated expenses recognized in other operating expenses in the statement of consolidated income.

Allowance for credit losses. The Company also records an allowance for credit losses related to the receivables from sales (trade receivables and certain financing receivables) in selling, administrative and general expenses. The allowance represents an estimate of the losses inherent in the receivable portfolio. The allowance is based on many quantitative and qualitative factors. The adequacy of the allowance is reviewed quarterly.

Sales and transaction taxes. The Company collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with revenue producing transactions between the Company and its customers. These taxes include sales, use, value-added, and some excise taxes. The Company elected to exclude these taxes from the determination of sales price (excluded from revenues).

Shipping and handling costs. Shipping and handling costs related to the sales of the Company’s equipment after a customer obtains control of the equipment are accrued at the time of the sale in cost of sales.

Contract costs . The Company elected to recognize the incremental costs of obtaining a contract as an expense when incurred because the asset’s amortization period would be one year or less.

11


 

 

In the first quarter of 2019, the Company’s revenue by primary geographical market, major product line, and timing of revenue recognition in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and Turf

 

Construction and Forestry

 

Financial Services

 

Total

 

Primary geographical markets:

 

 

 

    

 

 

    

 

             

    

 

             

 

United States

 

$

2,628

 

$

1,163

 

$

575

 

$

4,366

 

Canada

 

 

172

 

 

248

 

 

157

 

 

577

 

Western Europe

 

 

848

 

 

337

 

 

20

 

 

1,205

 

Central Europe and CIS

 

 

148

 

 

171

 

 

9

 

 

328

 

Latin America

 

 

548

 

 

150

 

 

64

 

 

762

 

Asia, Africa, Australia, New Zealand,
and Middle East

 

 

453

 

 

263

 

 

30

 

 

746

 

Total

 

$

4,797

 

$

2,332

 

$

855

 

$

7,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Major product lines:

 

 

 

 

 

 

 

 

             

 

 

             

 

Large Agriculture

 

$

2,167

 

 

 

 

 

 

 

$

2,167

 

Small Agriculture

 

 

1,808

 

 

 

 

 

 

 

 

1,808

 

Turf

 

 

506

 

 

 

 

 

 

 

 

506

 

Construction

 

 

 

 

$

1,009

 

 

 

 

 

1,009

 

Compact Construction

 

 

 

 

 

265

 

 

 

 

 

265

 

Road Building

 

 

 

 

 

598

 

 

 

 

 

598

 

Forestry

 

 

 

 

 

352

 

 

 

 

 

352

 

Financial Products

 

 

20

 

 

6

 

$

855

 

 

881

 

Other

 

 

296

 

 

102

 

 

 

 

 

398

 

Total

 

$

4,797

 

$

2,332

 

$

855

 

$

7,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

             

 

 

             

 

Revenue recognized at a point in time

 

$

4,755

 

$

2,313

 

 

 

 

$

7,068

 

Revenue recognized over time

 

 

42

 

 

19

 

$

855

 

 

916

 

Total

 

$

4,797

 

$

2,332

 

$

855

 

$

7,984

 

 

Following is a description of the Company’s major product lines:

Large Agriculture – Includes net sales of tractors with more than approximately 200 horsepower and associated attachments, combines, cotton pickers, cotton strippers, self-propelled forage harvesters and related attachments, and sugarcane harvesters, harvesting front-end equipment, sugarcane loaders and pull behind scrapers, tillage, seeding, and application equipment, including sprayers, nutrient management and soil preparation machinery, and related service parts.

Small Agriculture – Includes net sales of medium and utility tractors with less than approximately 200 horsepower, hay and forage equipment, balers, mowers, and related service parts.

Turf – Includes net sales of turf and utility equipment, including riding lawn equipment and walk-behind mowers, golf course equipment, utility vehicles, and commercial mowing equipment, along with a broad line of associated implements, other outdoor power products, and related service parts.

Construction – Includes net sales of a broad range of machines used in construction, earthmoving, and material handling, including backhoe loaders, crawler dozers and loaders, four-wheel-drive loaders, excavators, motor graders, articulated dump trucks, related attachments, and related service parts.

Compact Construction – Includes net sales of smaller construction equipment, including compact excavators, compact track loaders, compact wheel loaders, skid steers, landscape loaders, related attachments, and related service parts.

Road Building – Includes net sales of equipment used in road building and renovation, including milling machines, recyclers, slipform pavers, surface miners, asphalt pavers, compactors, tandem and static rollers mobile crushers and screens, mobile and stationary asphalt plants, related attachments, and related service parts.

Forestry – Includes net sales of equipment used in timber harvesting, including log skidders, feller bunchers, log loaders, log forwarders, log harvesters, and related logging attachments, and related service parts.

12


 

 

Financial Products – Includes finance and interest income primarily from retail notes related to sales of John Deere equipment to end customers, wholesale financing to dealers of John Deere equipment, and revolving charge accounts; lease income from retail leases of John Deere equipment; and revenue from extended warranties.

Other – Includes sales of certain components to other equipment manufacturers, revenue earned over time from precision guidance, telematics, and other information enabled solutions, revenue from service performed at Company owned dealerships and service centers, gains on disposition of property and businesses, trademark licensing revenue, and other miscellaneous revenue items.

The Company invoices in advance of recognizing the sale of certain products and the revenue for certain services. These items are primarily for premiums for extended warranties, advance payments for future equipment sales, and subscription and service revenue related to precision guidance and telematic services. These advanced customer payments are presented as deferred revenue, a contract liability, in accounts payable and accrued expenses in the consolidated balance sheet. The deferred revenue received, but not recognized in revenue, including extended warranty premiums also shown in Note 15, was $956 million and $915 million at January 27, 2019 and October 28, 2018, respectively. The contract liability is reduced as the revenue is recognized. During the three months ended January 27, 2019, $156 million of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of 2019.

The Company entered into contracts with customers to deliver equipment and services that have not been recognized at January 27, 2019 because the equipment or services have not been provided. These contracts primarily relate to extended warranty and certain precision guidance and telematic services. The amount of unsatisfied performance obligations for contracts with an original duration greater than one year is $759 million at January 27, 2019. The estimated revenue to be recognized by fiscal year follows in millions of dollars: remainder of 2019 - $240, 2020 - $223, 2021 - $145, 2022 - $84, 2023 - $45, and later years - $22. As permitted, the Company elected only to disclose unsatisfied performance obligations with an original contract duration greater than one year. The contracts with an expected duration of one year or less are generally for sales to dealers and end customers for equipment, service parts, repair services, and certain telematics services.

 

(5)    Other Comprehensive Income Items

The after-tax changes in accumulated other comprehensive income (loss) in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Total

 

 

 

 

 

 

 

 

Unrealized

 

Unrealized

 

Accumulated

 

 

 

Retirement

 

Cumulative

 

Gain (Loss)

 

Gain (Loss)

 

Other

 

 

 

Benefits

 

Translation

 

on

 

on

 

Comprehensive

 

 

 

Adjustment

 

Adjustment

 

Derivatives

 

Debt Securities

 

Income (Loss)

 

Balance October 29, 2017

 

$

(3,580)

 

$

(999)

 

$

5

 

$

10

 

$

(4,564)

 

Other comprehensive income (loss) items before reclassification

 

 

5

 

 

224

 

 

5

 

 

 

 

 

234

 

Amounts reclassified from accumulated other comprehensive income

 

 

41

 

 

 

 

 

 

 

 

 

 

 

41

 

Net current period other comprehensive income (loss)

 

 

46

 

 

224

 

 

5

 

 

 

 

 

275

 

Balance January 28, 2018

 

$

(3,534)

 

$

(775)

 

$

10

 

$

10

 

$

(4,289)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance October 28, 2018

 

$

(3,237)

 

$

(1,204)

 

$

15

 

$

(2)

 

$

(4,428)

 

ASU No. 2016-01 adoption*

 

 

 

 

 

 

 

 

 

 

 

(8)

 

 

(8)

 

Other comprehensive income (loss) items before reclassification

 

 

1

 

 

(161)

 

 

(7)

 

 

8

 

 

(159)

 

Amounts reclassified from accumulated other comprehensive income

 

 

19

 

 

 

 

 

(2)

 

 

 

 

 

17

 

Net current period other comprehensive income (loss)

 

 

20

 

 

(161)

 

 

(9)

 

 

8

 

 

(142)

 

Balance January 27, 2019

 

$

(3,217)

 

$

(1,365)

 

$

6

 

$

(2)

 

$

(4,578)

 

* See Note 3.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13


 

 

Following are amounts recorded in and reclassifications out of other comprehensive income (loss), and the income tax effects, in millions of dollars:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Before

    

Tax

    

After

 

 

 

Tax

 

(Expense)

 

Tax

 

Three Months Ended January 27, 2019

 

Amount

 

Credit

 

Amount

 

Cumulative translation adjustment

 

$

(161)

 

 

 

 

$

(161)

 

Unrealized gain (loss) on derivatives:

 

 

 

 

 

 

 

 

 

 

Unrealized hedging gain (loss)

 

 

(9)

 

$

2

 

 

(7)

 

Reclassification of realized (gain) loss to:

 

 

 

 

 

 

 

 

 

 

Interest rate contracts – Interest expense

 

 

(2)

 

 

 

 

 

(2)

 

Net unrealized gain (loss) on derivatives

 

 

(11)

 

 

2

 

 

(9)

 

Unrealized gain (loss) on debt securities:

 

 

 

 

 

 

 

 

 

 

Unrealized holding gain (loss)

 

 

10

 

 

(2)

 

 

8

 

Net unrealized gain (loss) on debt securities

 

 

10

 

 

(2)

 

 

8

 

Retirement benefits adjustment:

 

 

 

 

 

 

 

 

 

 

Pensions

 

 

 

 

 

 

 

 

 

 

Net actuarial gain (loss)

 

 

1

 

 

 

 

 

1

 

Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *

 

 

 

 

 

 

 

 

 

 

Actuarial (gain) loss

 

 

35

 

 

(8)

 

 

27

 

Prior service (credit) cost

 

 

3

 

 

(1)

 

 

2

 

OPEB

 

 

 

 

 

 

 

 

 

 

Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *

 

 

 

 

 

 

 

 

 

 

Actuarial (gain) loss

 

 

5

 

 

(1)

 

 

4

 

Prior service (credit) cost

 

 

(18)

 

 

4

 

 

(14)

 

Net unrealized gain (loss) on retirement benefits adjustment

 

 

26

 

 

(6)

 

 

20

 

Total other comprehensive income (loss)

 

$

(136)

 

$

(6)

 

$

(142)

 

 

* These accumulated other comprehensive income amounts are included in net periodic pension and OPEB costs. See Note 8 for additional detail.

 

 

14


 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Before

    

Tax

    

After

 

 

 

Tax

 

(Expense)

 

Tax

 

Three Months Ended January 28, 2018

 

Amount

 

Credit

 

Amount

 

Cumulative translation adjustment

 

$

225

 

$

(1)

 

$

224

 

Unrealized gain (loss) on derivatives:

 

 

 

 

 

 

 

 

 

 

Unrealized hedging gain (loss)

 

 

8

 

 

(3)

 

 

5

 

Net unrealized gain (loss) on derivatives

 

 

8

 

 

(3)

 

 

5

 

Retirement benefits adjustment:

 

 

 

 

 

 

 

 

 

 

Pensions

 

 

 

 

 

 

 

 

 

 

Net actuarial gain (loss)

 

 

7

 

 

(2)

 

 

5

 

Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *

 

 

 

 

 

 

 

 

 

 

Actuarial (gain) loss

 

 

61

 

 

(20)

 

 

41

 

Prior service (credit) cost

 

 

3

 

 

(1)

 

 

2

 

OPEB

 

 

 

 

 

 

 

 

 

 

Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *

 

 

 

 

 

 

 

 

 

 

Actuarial (gain) loss

 

 

16

 

 

(5)

 

 

11

 

Prior service (credit) cost

 

 

(19)

 

 

6

 

 

(13)

 

Net unrealized gain (loss) on retirement benefits adjustment

 

 

68

 

 

(22)

 

 

46

 

Total other comprehensive income (loss)

 

$

301

 

$

(26)

 

$

275

 

* These accumulated other comprehensive income amounts are included in net periodic pension and OPEB costs. See Note 8 for additional detail.

 

In the first quarter of 2019 and 2018, the noncontrolling interests’ comprehensive income was $1.1 million and $.5 million, respectively, which consisted of net income of $1.1 million and $.4 million and cumulative translation adjustments of none and $.1 million, respectively.

 

(6)    Dividends Declared and Paid

Dividends declared and paid on a per share basis were as follows:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended 

 

 

 

January 27

 

January 28 

 

 

 

2019

 

2018

 

Dividends declared

    

$

.76

    

$

.60

 

Dividends paid

 

$

.69

 

$

.60

 

 

 

(7)    Earnings Per Share

A  reconciliation of basic and diluted net income (loss) per share attributable to Deere & Company follows in millions, except per share amounts:

 

 

 

 

 

 

 

 

 

  

 

Three Months Ended 

 

 

 

January 27

 

January 28 

 

 

 

2019

 

2018

 

Net income (loss) attributable to Deere & Company

    

$

498.5

    

$

(535.1)

 

Less income allocable to participating securities

 

 

.1

 

 

 

 

Income (loss) allocable to common stock

 

$

498.4

 

$

(535.1)

 

Average shares outstanding

 

 

318.5

 

 

322.8

 

Basic per share

 

$

1.56

 

$

(1.66)

 

 

 

 

 

 

 

 

 

Average shares outstanding

 

 

318.5

 

 

322.8

 

Effect of dilutive share-based compensation

 

 

4.2

 

 

 

 

Total potential shares outstanding

 

 

322.7

 

 

322.8

 

Diluted per share

 

$

1.54

 

$

(1.66)

 

During the first quarter of 2019 and 2018, .6 million shares and 5.3 million shares, respectively, were excluded from the computation because the incremental shares would have been antidilutive.

 

15


 

 

(8)    Pension and Other Postretirement Benefits

The Company has several defined benefit pension plans and postretirement benefit (OPEB) plans, primarily health care and life insurance plans, covering its U.S. employees and employees in certain foreign countries.

The worldwide components of net periodic pension cost consisted of the following in millions of dollars:

 

 

 

 

 

 

 

 

 

 

Three Months Ended 

 

 

 

January 27

 

January 28 

 

 

 

2019

 

2018

 

Service cost

    

$

66

    

$

72

 

Interest cost

 

 

111

 

 

98

 

Expected return on plan assets

 

 

(200)

 

 

(194)

 

Amortization of actuarial loss

 

 

35

 

 

61

 

Amortization of prior service cost

 

 

3

 

 

3

 

Net cost

 

$

15

 

$

40

 

The worldwide components of net periodic OPEB cost consisted of the following in millions of dollars:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended 

 

 

 

January 27

 

January 28 

 

 

 

2019

 

2018

 

Service cost

    

$

10

    

$

11

 

Interest cost

 

 

54

 

 

48

 

Expected return on plan assets

 

 

(9)

 

 

(5)

 

Amortization of actuarial loss

 

 

5

 

 

16

 

Amortization of prior service credit

 

 

(18)

 

 

(19)

 

Net cost

 

$

42

 

$

51

 

The components of net periodic pension and OPEB costs excluding the service cost component are included in the line item other operating expenses in the statement of consolidated income.

During the first three months of 2019, the Company contributed approximately $17 million to its pension plans and $36 million to its OPEB plans. The Company presently anticipates contributing an additional $52 million to its pension plans and $105 million to its OPEB plans during the remainder of fiscal year 2019. These contributions primarily include direct benefit payments from Company funds.

 

 

(9)    Income Taxes

In 2019, the Company is subject to additional provisions of the U.S. tax reform legislation enacted in December 2017 (tax reform). Tax reform reduced the corporate income tax rate and transitioned from a worldwide corporate tax system to a modified territorial corporate tax system. The Company’s 2019 U.S. corporate income tax rate is 21 percent and was approximately 23.3 percent for 2018. The provisions of tax reform affecting the Company in 2019 include a tax on global intangible low-taxed income (GILTI), a tax determined by base erosion and anti-abuse tax benefits (BEAT) for certain payments between a U.S. corporation and foreign subsidiaries, a limitation on the deductibility of certain executive compensation, a deduction for foreign derived intangible income (FDII), and interest expense limitations. Based on the current interpretations of tax reform legislation and related regulations, along with the Company’s 2019 forecasts, the Company does not expect the combined effect of these provisions to be significant for the 2019 provision for income taxes.

In the first quarter of 2018, the Company recorded a discrete tax expense related to the remeasurement of the Company’s net deferred tax assets to the new corporate income tax rate of $715 million and the deemed earnings repatriation tax (repatriation tax) of $262 million. The full year 2018 discrete tax expense for the remeasurement of the net deferred tax assets was $414 million and the repatriation tax was $290 million. The full year repatriation tax included an accrual of approximately $63 million for foreign withholding taxes on earnings of subsidiaries outside the U.S. that were previously expected to be indefinitely reinvested. The final repatriation tax amount will be determined later in 2019 based on completing the 2018 income tax filings and the interpretation of recently issued regulations. Based on current law, the Company expects to pay the repatriation tax in 2019 with an expected U.S. income tax overpayment.

16


 

 

The Company’s unrecognized tax benefits at January 27, 2019 were $290 million, compared to $279 million at October 28, 2018. The liability at January 27, 2019, October 28, 2018, and January 28, 2018 consisted of approximately $143 million, $128 million, and $149 million, respectively, which would affect the effective tax rate if the tax benefits were recognized. The remaining liability was related to tax positions for which there are offsetting tax receivables, or the uncertainty was only related to timing. The Company expects that any reasonably possible change in the amounts of unrecognized tax benefits in the next 12 months would not be significant.

 

(10)    Segment Reporting

Worldwide net sales and revenues, operating profit, and identifiable assets by segment in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended 

 

 

 

January 27

 

January 28 

 

%

 

 

 

2019

 

2018

 

Change

 

Net sales and revenues:

 

 

 

  

 

    

  

    

 

Agriculture and turf

 

$

4,681

 

$

4,243

 

+10

 

Construction and forestry

 

 

2,260

 

 

1,731

 

+31

 

Total net sales

 

 

6,941

 

 

5,974

 

+16

 

Financial services

 

 

855

 

 

776

 

+10

 

Other revenues

 

 

188

 

 

163

 

+15

 

Total net sales and revenues

 

$

7,984

 

$

6,913

 

+15

 

Operating profit: *

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

$

348

 

$

387

 

-10

 

Construction and forestry

 

 

229

 

 

32

 

+616

 

Financial services

 

 

192

 

 

217

 

-12

 

Total operating profit

 

 

769

 

 

636

 

+21

 

Reconciling items **

 

 

(87)

 

 

(113)

 

-23

 

Income taxes

 

 

(184)

 

 

(1,058)

 

-83

 

Net income (loss) attributable to Deere & Company

 

$

498

 

$

(535)

 

 

 

 

 

 

 

 

 

 

 

 

 

Intersegment sales and revenues:

 

 

 

 

 

 

 

 

 

Agriculture and turf net sales

 

$

9

 

$

9

 

 

 

Construction and forestry net sales

 

 

1

 

 

 

 

 

 

Financial services

 

 

72

 

 

63

 

+14

 

 

 

 

 

 

 

 

 

 

 

Equipment operations outside the U.S. and Canada:

 

 

 

 

 

 

 

 

 

Net sales

 

$

2,818

 

$

2,509

 

+12

 

Operating profit

 

 

176

 

 

146

 

+21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

January 27

    

October 28

 

 

 

 

 

2019

 

2018

 

            

 

Identifiable assets:

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

$

11,060

 

$

10,161

  

+9

 

Construction and forestry

 

 

10,003

 

 

9,855

 

+2

 

Financial services

 

 

44,630

 

 

45,720

 

-2

 

Corporate

 

 

4,225

 

 

4,372

 

-3

 

Total assets

 

$

69,918

 

$

70,108

 

 

 

 

* Operating profit is income from continuing operations before corporate expenses, certain external interest expense, certain foreign exchange gains and losses, and income taxes. Operating profit of the financial services segment includes the effect of interest expense and foreign exchange gains and losses.

 

** Reconciling items are primarily corporate expenses, certain external interest expense, certain foreign exchange gains and losses, pension and postretirement benefit costs excluding the service cost component, and net income attributable to noncontrolling interests.

 

 

17


 

 

(11)    Financing Receivables

Past due balances of financing receivables still accruing finance income represent the total balance held (principal plus accrued interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing financing receivables represent loans for which the Company has ceased accruing finance income. Beginning in the first quarter of 2019, the Company ceased accruing finance income when these receivables are generally 90 days delinquent. Previously, finance income ceased accruing when the receivables were 120 days delinquent. This change in estimate was made on a prospective basis and did not have a significant effect on the Company’s consolidated financial statements. Management’s methodology to determine the collectability of delinquent accounts was not affected by the change.

Generally, when receivables are 120 days delinquent the estimated uncollectible amount, after charging the dealer’s withholding account, if any, is written off to the allowance for credit losses. Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is generally resumed when the receivable becomes contractually current and collections are reasonably assured.

An age analysis of past due financing receivables that are still accruing interest and non-performing financing receivables in millions of dollars follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 27, 2019

 

 

    

 

 

    

 

 

    

90 Days

    

 

 

 

 

 

30-59 Days

 

60-89 Days

 

or Greater

 

Total

 

 

 

Past Due

 

Past Due

 

Past Due

 

Past Due

 

Retail Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

$

162

 

$

63

 

$

1

 

$

226

 

Construction and forestry

 

 

102

 

 

47

 

 

1

 

 

150

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

 

65

 

 

23

 

 

1

 

 

89

 

Construction and forestry

 

 

16

 

 

8

 

 

 

 

 

24

 

Total

 

$

345

 

$

141

 

$

3

 

$

489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

Total

 

 

 

Total

 

         Total         

 

 

 

 

Financing

 

 

 

Past Due

 

Non-Performing

 

Current

 

Receivables

 

Retail Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

$

226

 

$

296

 

$

17,408

 

$

17,930

 

Construction and forestry

 

 

150

 

 

107

 

 

3,092

 

 

3,349

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

 

89

 

 

28

 

 

7,213

 

 

7,330

 

Construction and forestry

 

 

24

 

 

10

 

 

1,247

 

 

1,281

 

Total

 

$

489

 

$

441

 

$

28,960

 

 

29,890

 

Less allowance for credit losses

 

 

 

 

 

 

 

 

 

 

 

177

 

Total financing receivables – net

 

 

 

 

 

 

 

 

 

 

$

29,713

 

 

 

18


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 28, 2018

 

 

    

 

 

    

 

 

    

90 Days

    

 

 

 

 

 

30-59 Days

 

60-89 Days

 

or Greater

 

Total

 

 

 

Past Due

 

Past Due

 

Past Due

 

Past Due

 

Retail Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

$

133

 

$

74

 

$

63

 

$

270

 

Construction and forestry

 

 

79

 

 

45

 

 

52

 

 

176

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

 

36

 

 

16

 

 

 8

 

 

60

 

Construction and forestry

 

 

18

 

 

 5

 

 

 3

 

 

26

 

Total

 

$

266

 

$

140

 

$

126

 

$

532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Total

 

         Total         

 

 

 

 

Financing

 

 

 

Past Due

 

Non-Performing

 

Current

 

Receivables

 

Retail Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

$

270

 

$

201

 

$

17,836

 

$

18,307

 

Construction and forestry

 

 

176

 

 

40

 

 

3,101

 

 

3,317

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

 

60

 

 

15

 

 

8,274

 

 

8,349

 

Construction and forestry

 

 

26

 

 

 3

 

 

1,252

 

 

1,281

 

Total

 

$

532

 

$

259

 

$

30,463

 

 

31,254

 

Less allowance for credit losses

 

 

 

 

 

 

 

 

 

 

 

178

 

Total financing receivables – net

 

 

 

 

 

 

 

 

 

 

$

31,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 28, 2018

 

 

    

 

 

    

 

 

    

90 Days

    

 

 

 

 

 

30-59 Days

 

60-89 Days

 

or Greater

 

Total

 

 

 

Past Due

 

Past Due

 

Past Due

 

Past Due

 

Retail Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

    

$

149

 

$

49

    

$

59

    

$

257

 

Construction and forestry

 

 

78

 

 

38

 

 

39

 

 

155

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

 

51

 

 

20

 

 

 6

 

 

77

 

Construction and forestry

 

 

 9

 

 

 5

 

 

 2

 

 

16

 

Total

 

$

287

 

$

112

 

$

106

 

$

505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Total

 

         Total         

 

 

 

 

Financing

 

 

 

Past Due

 

Non-Performing

 

Current

 

Receivables

 

Retail Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

$

257

 

$

185

 

$

17,287

 

$

17,729

 

Construction and forestry

 

 

155

 

 

36

 

 

2,869

 

 

3,060

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture and turf

 

 

77

 

 

13

 

 

6,481

 

 

6,571

 

Construction and forestry

 

 

16

 

 

 4

 

 

1,139

 

 

1,159

 

Total

 

$

505

 

$

238

 

$

27,776

 

 

28,519

 

Less allowance for credit losses

 

 

 

 

 

 

 

 

 

 

 

190

 

Total financing receivables – net

 

 

 

 

 

 

 

 

 

 

$

28,329

 

 

19


 

 

An analysis of the allowance for credit losses and investment in financing receivables in millions of dollars during the periods follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended January 27, 2019

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

 

 

 

Retail

 

Charge

 

 

 

 

 

 

 

 

 

Notes

 

Accounts

 

Other

 

Total

 

Allowance:

    

 

    

    

 

    

    

 

    

    

 

 

 

Beginning of period balance

 

$

113

 

$

43

 

$

22

 

$

178

 

Provision (credit)

 

 

6

 

 

(1)

 

 

2

 

 

7

 

Write-offs

 

 

(11)

 

 

(4)

 

 

(1)

 

 

(16)

 

Recoveries

 

 

4

 

 

5

 

 

 

 

 

9

 

Translation adjustments

 

 

(1)

 

 

 

 

 

 

 

 

(1)

 

End of period balance *

 

$

111

 

$

43

 

$

23

 

$

177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period balance

 

$

21,279

 

$

2,737

 

$

5,874

 

$

29,890

 

Balance individually evaluated **

 

$

118

 

$

2

 

$

13

 

$

133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended January 28, 2018

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

 

 

 

Retail

 

Charge

 

 

 

 

 

 

 

 

 

Notes

 

Accounts

 

Other

 

Total

 

Allowance:

    

 

    

    

 

    

    

 

    

    

 

    

 

Beginning of period balance

 

$

121

 

$

40

 

$

26

 

$

187

 

Provision

 

 

 

 

 

 

 

 

2

 

 

2

 

Write-offs

 

 

(7)

 

 

(5)

 

 

(1)

 

 

(13)

 

Recoveries

 

 

6

 

 

5

 

 

 

 

 

11

 

Translation adjustments

 

 

3

 

 

 

 

 

 

 

 

3

 

End of period balance *

 

$

123

 

$

40

 

$

27

 

$

190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period balance

 

$

20,789

 

$

2,652

 

$

5,078

 

$

28,519

 

Balance individually evaluated **

 

$

101

 

$

 2

 

$

16

 

$

119

 

* Individual allowances were not significant.

** Remainder is collectively evaluated.

20


 

 

Financing receivables are considered impaired when it is probable the Company will be unable to collect all amounts due according to the contractual terms. Receivables reviewed for impairment generally include those that are either past due, or have provided bankruptcy notification, or require significant collection efforts. Receivables that are impaired are generally classified as non-performing.

An analysis of the impaired financing receivables in millions of dollars follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

Unpaid

    

 

 

    

Average

 

 

 

Recorded

 

Principal

 

Specific

 

Recorded

 

 

 

Investment

 

Balance

 

Allowance

 

Investment

 

January 27, 2019*

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables with specific allowance **

 

$

30

 

$

30

 

$

12

 

$

30

 

Receivables without a specific allowance **

 

 

36

 

 

34

 

 

 

 

 

36

 

Total

 

$

66

 

$

64

 

$

12

 

$

66

 

Agriculture and turf

 

$

49

 

$

48

 

$

9

 

$

49

 

Construction and forestry

 

$

17

 

$

16

 

$

3

 

$

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 28, 2018*

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables with specific allowance **

 

$

28

 

$

27

 

$

10

 

$

30

 

Receivables without a specific allowance **

 

 

37

 

 

35

 

 

 

 

 

41

 

Total

 

$

65

 

$

62

 

$

10

 

$

71

 

Agriculture and turf

 

$

50

 

$

48

 

$

9

 

$

54

 

Construction and forestry

 

$

15

 

$

14

 

$

1

 

$

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 28, 2018*

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables with specific allowance ***

 

$

30

 

$

28

 

$

9

 

$

32

 

Receivables without a specific allowance ***

 

 

34

 

 

33

 

 

 

 

 

31

 

Total

 

$

64

 

$

61

 

$

9

 

$

63

 

Agriculture and turf

 

$

47

 

$

45

 

$

9

 

$

47

 

Construction and forestry

 

$

17

 

$

16

 

 

 

 

$

16

 

*     Finance income recognized was not material.

**  Primarily retail notes.

***   Primarily retail notes and wholesale receivables.

A troubled debt restructuring is generally the modification of debt in which a creditor grants a concession it would not otherwise consider to a debtor that is experiencing financial difficulties. These modifications may include a reduction of the stated interest rate, an extension of the maturity dates, a reduction of the face amount or maturity amount of the debt, or a reduction of accrued interest. During the first three months of 2019, the Company identified 70 financing receivable contracts, primarily retail notes, as troubled debt restructurings with aggregate balances of $2 million pre-modification and $2 million post-modification. During the first three months of 2018, there were 102 financing receivable contracts, primarily retail notes, identified as troubled debt restructurings with aggregate balances of $6 million pre-modification and $5 million post-modification. During these same periods, there were no significant troubled debt restructurings that subsequently defaulted and were written off. At January 27, 2019, the Company had commitments to lend approximately $13 million to borrowers whose accounts were modified in troubled debt restructurings.

 

21


 

 

(12)    Securitization of Financing Receivables

The Company, as a part of its overall funding strategy, periodically transfers certain financing receivables (retail notes) into variable interest entities (VIEs) that are special purpose entities (SPEs), or non-VIE banking operations, as part of its asset-backed securities programs (securitizations). The structure of these transactions is such that the transfer of the retail notes did not meet the accounting criteria for sales of receivables, and is, therefore, accounted for as a secured borrowing. SPEs utilized in securitizations of retail notes differ from other entities included in the Company’s consolidated statements because the assets they hold are legally isolated. Use of the assets held by the SPEs or the non-VIEs is restricted by terms of the documents governing the securitization transactions.

In these securitizations, the retail notes are transferred to certain SPEs or to non-VIE banking operations, which in turn issue debt to investors. The debt securities issued to the third party investors resulted in secured borrowings, which are recorded as “Short-term securitization borrowings” on the balance sheet. The securitized retail notes are recorded as “Financing receivables securitized – net” on the balance sheet. The total restricted assets on the consolidated balance sheet related to these securitizations include the financing receivables securitized less an allowance for credit losses, and other assets primarily representing restricted cash. Restricted cash results from contractual requirements in securitized borrowing arrangements and serves as a credit enhancement. The restricted cash is used to satisfy payment deficiencies, if any, in the required payments on secured borrowings. The balance of restricted cash is contractually stipulated and is either a fixed amount as determined by the initial balance of the financing receivables securitized or a fixed percentage of the outstanding balance of the securitized financing receivables. The restriction is removed either after all secured borrowing payments are made or proportionally as these receivables are collected and borrowing obligations reduced. For those securitizations in which retail notes are transferred into SPEs, the SPEs supporting the secured borrowings are consolidated unless the Company does not have both the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. No additional support to these SPEs beyond what was previously contractually required has been provided during the reporting periods.

In certain securitizations, the Company consolidates the SPEs since it has both the power to direct the activities that most significantly impact the SPEs’ economic performance through its role as servicer of all the receivables held by the SPEs and the obligation through variable interests in the SPEs to absorb losses or receive benefits that could potentially be significant to the SPEs. The restricted assets (retail notes securitized, allowance for credit losses, and other assets) of the consolidated SPEs totaled $2,137 million, $2,593 million, and $2,128 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively. The liabilities (short-term securitization borrowings and accrued interest) of these SPEs totaled $2,092 million, $2,520 million, and $2,092 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively. The credit holders of these SPEs do not have legal recourse to the Company’s general credit.

In certain securitizations, the Company transfers retail notes to non-VIE banking operations, which are not consolidated since the Company does not have a controlling interest in the entities. The Company’s carrying values and interests related to the securitizations with the unconsolidated non-VIEs were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of $790 million, $504 million, and $809 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively. The liabilities (short-term securitization borrowings and accrued interest) were $743 million, $475 million, and $774 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively.

In certain securitizations, the Company transfers retail notes into bank-sponsored, multi-seller, commercial paper conduits, which are SPEs that are not consolidated. The Company does not service a significant portion of the conduits’ receivables, and therefore, does not have the power to direct the activities that most significantly impact the conduits’ economic performance. These conduits provide a funding source to the Company (as well as other transferors into the conduit) as they fund the retail notes through the issuance of commercial paper. The Company’s carrying values and variable interest related to these conduits were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of $1,745 million, $1,033 million, and $1,653 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively. The liabilities (short-term securitization borrowings and accrued interest) related to these conduits were $1,632 million, $965 million, and $1,565 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively.

22


 

 

The Company’s carrying amount of the liabilities to the unconsolidated conduits, compared to the maximum exposure to loss related to these conduits, which would only be incurred in the event of a complete loss on the restricted assets, was as follows in millions of dollars:

 

 

 

 

 

 

 

    

January 27, 2019

 

Carrying value of liabilities

 

$

1,632

 

Maximum exposure to loss

 

 

1,745

 

The total assets of unconsolidated VIEs related to securitizations were approximately $38 billion at January 27, 2019.

The components of consolidated restricted assets related to secured borrowings in securitization transactions follow in millions of dollars:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

January 27

    

October 28

    

January 28 

 

 

 

2019

 

2018

 

2018

 

Financing receivables securitized (retail notes)

 

$

4,573

 

$

4,032

 

$

4,487

 

Allowance for credit losses

 

 

(10)

 

 

(10)

 

 

(13)

 

Other assets

 

 

109

 

 

108

 

 

116

 

Total restricted securitized assets

 

$

4,672

 

$

4,130

 

$

4,590

 

The components of consolidated secured borrowings and other liabilities related to securitizations follow in millions of dollars:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

January 27

    

October 28

    

January 28 

 

 

 

2019

 

2018

 

2018

 

Short-term securitization borrowings

 

$

4,464

 

$

3,957

 

$

4,428

 

Accrued interest on borrowings

 

 

3

 

 

3

 

 

3

 

Total liabilities related to restricted securitized assets

 

$

4,467

 

$

3,960

 

$

4,431

 

The secured borrowings related to these restricted securitized retail notes are obligations that are payable as the retail notes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by the restricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets are not required to be placed into a segregated collection account until immediately prior to the time payment is required to the secured creditors. At January 27, 2019, the maximum remaining term of all securitized retail notes was approximately seven years.

 

(13)    Inventories

Most inventories owned by Deere & Company and its U.S. equipment subsidiaries and certain foreign equipment subsidiaries are valued at cost on the “last-in, first-out” (LIFO) method. If all of the Company’s inventories had been valued on a “first-in, first-out” (FIFO) method, estimated inventories by major classification in millions of dollars would have been as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

January 27

    

October 28

    

January 28 

 

 

 

2019

 

2018

 

2018

 

Raw materials and supplies

 

$

2,506

 

$

2,233

 

$

2,191

 

Work-in-process

 

 

1,026

 

 

776

 

 

924

 

Finished goods and parts

 

 

5,693

 

 

4,777

 

 

4,980

 

Total FIFO value

 

 

9,225

 

 

7,786

 

 

8,095

 

Less adjustment to LIFO value

 

 

1,823

 

 

1,637

 

 

1,481

 

Inventories

 

$

7,402

 

$

6,149

 

$

6,614

 

 

 

23


 

 

(14)    Goodwill and Other Intangible Assets-Net

The changes in amounts of goodwill by operating segments were as follows in millions of dollars:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Agriculture

    

Construction

    

 

 

 

 

 

and Turf

 

and Forestry

 

Total

 

Goodwill at October 29, 2017

 

$

521

 

$

512

 

$

1,033

 

Acquisitions

 

 

 

 

 

2,062

 

 

2,062

 

Divestitures

 

 

 

 

 

(10)

 

 

(10)

 

Translation adjustments

 

 

9

 

 

18

 

 

27

 

Goodwill at January 28, 2018

 

$

530

 

$

2,582

 

$

3,112

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill at October 28, 2018

 

$

583

 

$

2,518

 

$

3,101

 

Translation adjustments and other

 

 

2

 

 

(55)

 

 

(53)

 

Goodwill at January 27, 2019

 

$

585

 

$

2,463

 

$

3,048

 

There were no accumulated impairment losses in the reported periods.

The components of other intangible assets were as follows in millions of dollars:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Useful Lives *

    

January 27

    

October 28

    

January 28 

 

 

 

(Years)

 

2019

 

2018

 

2018

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer lists and relationships

 

16

 

$

538

 

$

542

 

$

587

 

Technology, patents, trademarks, and other

 

18

 

 

1,054

 

 

1,080

 

 

1,050

 

Total at cost

 

 

 

 

1,592

 

 

1,622

 

 

1,637

 

Less accumulated amortization **

 

 

 

 

207

 

 

183

 

 

100

 

Total

 

 

 

 

1,385

 

 

1,439

 

 

1,537

 

Unamortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

In-process research and development

 

 

 

 

123

 

 

123

 

 

123

 

Other intangible assets – net

 

 

 

$

1,508

 

$

1,562

 

$

1,660

 

*    Weighted-averages

** Accumulated amortization at January 27, 2019, October 28, 2018, and January 28, 2018 for customer lists and relationships totaled $54 million, $46 million, and $21 million and technology, patents, trademarks, and other totaled $153 million, $137 million, and $79 million, respectively.

The amortization of other intangible assets in the first quarter of 2019 and 2018 was $27 million and $13 million, respectively. The estimated amortization expense for the next five years is as follows in millions of dollars: remainder of 2019 – $108, 2020 – $102, 2021 – $99, 2022 – $99, and 2023 – $96.

 

(15)    Commitments and Contingencies

The Company generally determines its total warranty liability by applying historical claims rate experience to the estimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retail sales. The historical claims rate is primarily determined by a review of five-year claims costs and current quality developments.

The premiums for extended warranties are primarily recognized in income in proportion to the costs expected to be incurred over the contract period. These unamortized extended warranty premiums (deferred revenue) included in the following table totaled $514 million and $471 million at January 27, 2019 and January 28, 2018, respectively.

24


 

 

A reconciliation of the changes in the warranty liability and unearned premiums in millions of dollars follows:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended 

 

 

 

January 27

 

January 28 

 

 

 

2019

 

2018

 

Beginning of period balance

    

$

1,652

    

$

1,468

 

Payments

 

 

(228)

 

 

(216)

 

Amortization of premiums received

 

 

(54)

 

 

(56)

 

Accruals for warranties

 

 

253

 

 

193

 

Premiums received

 

 

65

 

 

61

 

Acquisitions

 

 

 

 

 

80

 

Foreign exchange

 

 

(1)

 

 

20

 

End of period balance

 

$

1,687

 

$

1,550

 

At January 27, 2019, the Company had approximately $336 million of guarantees issued primarily to banks outside the U.S. and Canada related to third-party receivables for the retail financing of John Deere and Wirtgen equipment. The Company may recover a portion of any required payments incurred under these agreements from repossession of the equipment collateralizing the receivables. At January 27, 2019, the Company had accrued losses of approximately $14 million under these agreements. The maximum remaining term of the receivables guaranteed at January 27, 2019 was approximately seven years.

At January 27, 2019, the Company had commitments of approximately $377 million for the construction and acquisition of property and equipment. Also, at January 27, 2019, the Company had restricted assets of $94 million, primarily as collateral for borrowings and restricted other assets. See Note 12 for additional restricted assets associated with borrowings related to securitizations.

The Company also had other miscellaneous contingent liabilities totaling approximately $165 million at January 27, 2019. The accrued liability for these contingencies was approximately $15 million at January 27, 2019.

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, employment, patent, and trademark matters. The Company believes the reasonably possible range of losses for these unresolved legal actions would not have a material effect on its consolidated financial statements.

 

(16)    Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, the Company uses various methods including market and income approaches. The Company utilizes valuation models and techniques that maximize the use of observable inputs. The models are industry-standard models that consider various assumptions including time values and yield curves as well as other economic measures. These valuation techniques are consistently applied.

Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs.

25


 

 

The fair values of financial instruments that do not approximate the carrying values in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 27, 2019

 

October 28, 2018

 

January 28, 2018

 

 

 

Carrying
Value

 

Fair
Value *

 

Carrying
Value

 

Fair
Value *

 

Carrying
Value

 

Fair
Value *

 

Financing receivables – net:

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment operations

 

$

102

   

$

99

   

$

93

   

$

91

   

$

52

   

$

51

 

Financial services

 

 

25,048

 

 

24,900

 

 

26,961

 

 

26,722

 

 

23,803

 

 

23,597

 

Total

 

$

25,150

 

$

24,999

 

$

27,054

 

$

26,813

 

$

23,855

 

$

23,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing receivables securitized – net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment operations

 

$

67

 

$

65

 

$

76

 

$

73

 

$

125

 

$

125

 

Financial services

 

 

4,496

 

 

4,454

 

 

3,946

 

 

3,895

 

 

4,349

 

 

4,303

 

Total

 

$

4,563

 

$

4,519

 

$

4,022

 

$

3,968

 

$

4,474

 

$

4,428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term securitization borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment operations

 

$

67

 

$

67

 

$

75

 

$

75

 

$

126

 

$

126

 

Financial services

 

 

4,397

 

 

4,391

 

 

3,882

 

 

3,870

 

 

4,302

 

 

4,293

 

Total

 

$

4,464

 

$

4,458

 

$

3,957

 

$

3,945

 

$

4,428

 

$

4,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term borrowings due within one year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment operations

 

$

928

 

$

937

 

$

970

 

$

979

 

$

289

 

$

289

 

Financial services

 

 

5,198

 

 

5,186

 

 

5,427

 

 

5,411

 

 

6,124

 

 

6,127

 

Total

 

$

6,126

 

$

6,123

 

$

6,397

 

$

6,390

 

$

6,413

 

$

6,416

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment operations

 

$

4,712

 

$

4,989

 

$

4,714

 

$

4,948

 

$

5,573

 

$

6,076

 

Financial services

 

 

23,143

 

 

23,217

 

 

22,523

 

 

22,590

 

 

20,849

 

 

21,023

 

Total

 

$

27,855

 

$

28,206

 

$

27,237

 

$

27,538

 

$

26,422

 

$

27,099

 

* Fair value measurements above were Level 3 for all financing receivables, Level 3 for equipment operations short-term securitization borrowings, and Level 2 for all other borrowings.

Fair values of the financing receivables that were issued long-term were based on the discounted values of their related cash flows at interest rates currently being offered by the Company for similar financing receivables. The fair values of the remaining financing receivables approximated the carrying amounts.

Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotes for identical or similar borrowings and credit risk, or 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 included adjustments related to fair value hedges.

26


 

 

Assets and liabilities measured at fair value on a recurring basis in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

January 27

    

October 28

    

January 28 

 

 

 

2019*

 

2018*

 

2018*

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

Equity fund ****

 

$

51

 

$

46

 

$

52

 

Fixed income fund

 

 

 

 

 

 

 

 

14

 

U.S. government debt securities

 

 

120

 

 

111

 

 

75

 

Municipal debt securities

 

 

51

 

 

46

 

 

41

 

Corporate debt securities

 

 

141

 

 

140

 

 

137

 

International debt securities

 

 

15

 

 

10

 

 

18

 

Mortgage-backed securities **

 

 

146

 

 

137

 

 

125

 

Total marketable securities

 

 

524

 

 

490

 

 

462

 

Other assets

 

 

 

 

 

 

 

 

 

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

 

76

 

 

80

 

 

94

 

Foreign exchange contracts

 

 

59

 

 

83

 

 

31

 

Cross-currency interest rate contracts

 

 

3

 

 

5

 

 

8

 

Total assets ***

 

$

662

 

$

658

 

$

595

 

Accounts payable and accrued expenses

 

 

 

 

 

 

 

 

 

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

232

 

$

350

 

$

248

 

Foreign exchange contracts

 

 

64

 

 

49

 

 

124

 

Cross-currency interest rate contracts

 

 

2

 

 

 

 

 

2

 

Total liabilities

 

$

298

 

$

399

 

$

374

 

*    All measurements above were Level 2 measurements except for Level 1 measurements of the equity fund of $51 million, $46 million, and $52 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively; the fixed income fund of $14 million at January 28, 2018; and U.S. government debt securities of $44 million, $44 million, and $43 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively. In addition, $6 million, $8 million, and $15 million of the international debt securities were Level 3 measurements at January 27, 2019, October 28, 2018, and January 28, 2018, respectively.

** Primarily issued by U.S. government sponsored enterprises.

***    Excluded from this table were the Company’s cash equivalents, which were carried at cost that approximates fair value. The cash equivalents consist primarily of money market funds and time deposits.

****Beginning in the first quarter of fiscal year 2019, unrealized fair value changes are recognized directly in net income (see Note 3).

The contractual maturities of debt securities at January 27, 2019 in millions of dollars are shown below. Actual maturities may differ from those scheduled as a result of prepayments by the issuers. Because of the potential for prepayment on mortgage-backed securities, they are not categorized by contractual maturity.

 

 

 

 

 

 

 

 

 

 

 

Amortized

 

Fair

 

 

 

Cost

 

Value

 

Due in one year or less

 

$

32

 

$

32

 

Due after one through five years

 

 

112

 

 

111

 

Due after five through 10 years

 

 

101

 

 

101

 

Due after 10 years

 

 

84

 

 

83

 

Mortgage-backed securities

 

 

150

 

 

146

 

Debt securities

 

$

479

 

$

473

 

27


 

 

Fair value, recurring Level 3 measurements from available-for-sale marketable securities in millions of dollars follow:

 

 

 

 

 

 

 

 

 

    

Three Months Ended 

 

 

 

January 27

 

January 28 

 

 

 

2019

 

2018

 

Beginning of period balance

 

$

8

 

$

17

 

Principal payments

 

 

(3)

 

 

(2)

 

Other

 

 

1

 

 

 

 

End of period balance

 

$

6

 

$

15

 

There were no fair value, nonrecurring measurements from impairments in the reported periods. Financing receivables with specific allowances are shown in Note 11. Losses were not significant.

The following is a description of the valuation methodologies the Company uses to measure certain financial instruments on the balance sheet at fair value:

Marketable Securities The portfolio of investments, except for the Level 3 measurement international debt securities, is primarily valued on a market approach (matrix pricing model) in which all significant inputs are observable or can be derived from or corroborated by observable market data such as interest rates, yield curves, volatilities, credit risk, and prepayment speeds. Funds are primarily valued using the fund’s net asset value, based on the fair value of the underlying securities. The Level 3 measurement international debt securities are primarily valued using an income approach based on discounted cash flows using yield curves derived from limited, observable market data.

Derivatives The Company’s derivative financial instruments consist of interest rate swaps and caps, foreign currency futures, forwards and swaps, and cross-currency interest rate swaps. The portfolio is valued based on an income approach (discounted cash flow) using market observable inputs, including swap curves and both forward and spot exchange rates for currencies.

Financing Receivables Specific reserve impairments are based on the fair value of the collateral, which is measured using a market approach (appraisal values or realizable values). Inputs include a selection of realizable values.

 

(17)    Derivative Instruments

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. The Company’s financial services 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 functional currencies. In addition, the Company has interest rate exposure at certain equipment operations units for below market retail financing programs that are used as sales incentives and are offered for extended periods.

All derivatives are recorded at fair value on the balance sheet. Cash collateral received or paid is not offset against the derivative fair values on the balance sheet. Each derivative is designated as a cash flow hedge, a fair value hedge, or remains undesignated. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, or the underlying hedged transaction is no longer likely to occur, or the hedge designation is removed, or the derivative is terminated, hedge accounting is discontinued.

Cash Flow Hedges

Certain interest rate and cross-currency interest rate contracts (swaps) were designated as hedges of future cash flows from borrowings. The total notional amounts of the receive-variable/pay-fixed interest rate contracts at January 27, 2019,  October 28, 2018, and January 28, 2018 were $2,800 million, $3,050 million, and $1,500 million, respectively. The total notional amount of the cross-currency interest rate contracts at January 28, 2018 was $22 million. Fair value gains or losses on these cash flow hedges were recorded in OCI and subsequently reclassified into interest expense or other operating expenses (foreign exchange) in the

28


 

 

same periods during which the hedged transactions affected earnings. These amounts offset the effects of interest rate or foreign currency exchange rate changes on the related borrowings. The cash flows from these contracts were recorded in operating activities in the statement of consolidated cash flows.

The amount of gain recorded in OCI at January 27, 2019 that is expected to be reclassified to interest expense or other operating expenses in the next twelve months if interest rates or exchange rates remain unchanged is approximately $7 million after-tax. These contracts mature in up to 23 months. There were no gains or losses reclassified from OCI to earnings based on the probability that the original forecasted transaction would not occur.

Fair Value Hedges

Certain interest rate contracts (swaps) were designated as fair value hedges of borrowings. The total notional amounts of the receive-fixed/pay-variable interest rate contracts at January 27, 2019,  October 28, 2018, and January 28, 2018 were $8,622 million, $8,479 million, and $9,110 million, respectively. The fair value gains or losses on these contracts were generally offset by fair value gains or losses on the hedged items (fixed-rate borrowings) with both items recorded in interest expense.

The amounts recorded in the consolidated balance sheet related to borrowings designated in fair value hedging relationships in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Increase (Decrease) of Fair

 

 

 

 

 

 

Value Hedging Adjustments Included in

 

 

 

 

 

 

the Carrying Amount

 

 

 

Carrying

 

Active

 

 

 

 

 

 

 

 

 

Amount of

 

Hedging

 

Discontinued

 

 

 

 

January 27, 2019

 

Hedged Item

 

Relationships

 

Relationships

 

Total

 

Long-term borrowings due within one year*

  

$

192

  

$

1

  

$

(4)

  

$

(3)

 

Long-term borrowings

 

 

8,177

 

 

(179)

 

 

(41)

 

 

(220)

 

* Presented in short-term borrowings

Derivatives not designated as hedging instruments

The Company has certain interest rate contracts (swaps and caps), foreign exchange contracts (futures, forwards, and swaps), and cross-currency interest rate contracts (swaps), which were not formally designated as hedges. These derivatives were held as economic hedges for underlying interest rate or foreign currency exposures, primarily for certain borrowings, purchases or sales of inventory, and below market retail financing programs. The total notional amounts of these interest rate swaps at January 27, 2019,  October 28, 2018, and January 28, 2018 were $8,225 million, $8,075 million, and $7,225 million, the foreign exchange contracts were $6,500 million, $6,842 million, and $6,394 million, and the cross-currency interest rate contracts were $87 million, $81 million, and $85 million, respectively. The increase in the total notional amount of interest rate swaps from January 28, 2018 primarily relates to the equipment operations’ economic hedge of announced retail financing programs. At January 27, 2019,  October 28, 2018, and January 28, 2018, there were also $32 million, $66 million, and $178 million, respectively, of interest rate caps purchased and the same amounts sold at the same capped interest rate to facilitate borrowings through securitization of retail notes. The fair value gains or losses from the interest rate contracts were recognized currently in interest expense and the gains or losses from foreign exchange contracts in cost of sales or other operating expenses, generally offsetting over time the expenses on the exposures being hedged. The cash flows from these non-designated contracts were recorded in operating activities in the statement of consolidated cash flows.

29


 

 

Fair values of derivative instruments in the condensed consolidated balance sheet in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

January 27

    

October 28

    

January 28 

 

Other Assets

 

2019

 

2018

 

2018

 

Designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

47

 

$

29

 

$

39

 

Cross-currency interest rate contracts

 

 

 

 

 

 

 

 

4

 

Total designated

 

 

47

 

 

29

 

 

43

 

 

 

 

 

 

 

 

 

 

 

 

Not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

 

29

 

 

51

 

 

55

 

Foreign exchange contracts

 

 

59

 

 

83

 

 

31

 

Cross-currency interest rate contracts

 

 

3

 

 

5

 

 

4

 

Total not designated

 

 

91

 

 

139

 

 

90

 

 

 

 

 

 

 

 

 

 

 

 

Total derivative assets

 

$

138

 

$

168

 

$

133

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable and Accrued Expenses

 

 

 

 

 

 

 

 

 

 

Designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

205

 

$

321

 

$

223

 

Total designated

 

 

205

 

 

321

 

 

223

 

 

 

 

 

 

 

 

 

 

 

 

Not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

 

27

 

 

29

 

 

25

 

Foreign exchange contracts

 

 

64

 

 

49

 

 

124

 

Cross-currency interest rate contracts

 

 

2

 

 

 

 

 

2

 

Total not designated

 

 

93

 

 

78

 

 

151

 

 

 

 

 

 

 

 

 

 

 

 

Total derivative liabilities

 

$

298

 

$

399

 

$

374

 

The classification and gains (losses) including accrued interest expense related to derivative instruments on the statement of consolidated income consisted of the following in millions of dollars:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended 

 

 

 

January 27

 

January 28 

 

 

 

2019

 

2018

 

Fair Value Hedges:

    

 

    

    

 

 

 

Interest rate contracts - Interest expense

 

$

133

 

$

(136)

 

 

 

 

 

 

 

 

 

Cash Flow Hedges :

 

 

 

 

 

 

 

Recognized in OCI

 

 

 

 

 

 

 

Interest rate contracts - OCI (pretax) *

 

 

(9)

 

 

8

 

 

 

 

 

 

 

 

 

Reclassified from OCI

 

 

 

 

 

 

 

Interest rate contracts - Interest expense *

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

Not Designated as Hedges:

 

 

 

 

 

 

 

Interest rate contracts - Net sales

 

$

(10)

 

 

 

 

Interest rate contracts - Interest expense *

 

 

(8)

 

$

5

 

Foreign exchange contracts - Cost of sales

 

 

(5)

 

 

(48)

 

Foreign exchange contracts - Other operating *

 

 

20

 

 

(216)

 

Total not designated

 

$

(3)

 

$

(259)

 

* Includes interest and foreign exchange gains (losses) from cross-currency interest rate contracts.

Counterparty Risk and Collateral

Derivative instruments are subject to significant concentrations of credit risk to the banking sector. The Company manages individual counterparty exposure by setting limits that consider the credit rating of the counterparty, the credit default swap spread of the counterparty, and other financial commitments and

30


 

 

exposures between the Company and the counterparty banks. All interest rate derivatives are transacted under International Swaps and Derivatives Association (ISDA) documentation. Some of these agreements include credit support provisions. Each master agreement permits the net settlement of amounts owed in the event of default or termination.

Certain of the Company’s derivative agreements contain credit support provisions that may require the Company to post collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of all derivatives with credit-risk-related contingent features that were in a net liability position at January 27, 2019,  October 28, 2018, and January 28, 2018, was $233 million, $350 million, and $250 million, respectively. In accordance with the limits established in these agreements, the Company posted $8 million and $59 million in cash collateral at January 27, 2019 and October 28, 2018, respectively. No cash collateral was posted at January 28, 2018.

Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assets and liabilities related to netting arrangements and any collateral received or paid in millions of dollars follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Amounts

 

Netting

 

Collateral

 

 

 

 

January 27, 2019

    

Recognized

    

Arrangements

    

Paid

    

Net Amount

 

Assets

 

$

138

 

$

(75)

 

 

 

 

$

63

 

Liabilities

 

 

298

 

 

(75)

 

$

(8)

 

 

215

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Amounts

 

Netting

 

Collateral

 

 

 

 

October 28, 2018

    

Recognized

    

Arrangements

    

Paid

    

Net Amount

 

Assets

 

$

168

 

$

(65)

 

 

 

 

$

103

 

Liabilities

 

 

399

 

 

(65)

 

$

(59)

 

 

275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Gross Amounts

    

Netting

    

Collateral

    

 

 

 

January 28, 2018

 

Recognized

 

Arrangements

 

Paid

 

Net Amount

 

Assets

 

$

133

 

$

(70)

 

 

 

 

$

63

 

Liabilities

 

 

374

 

 

(70)

 

 

 

 

 

304

 

 

 

 

(18)    Stock Option and Restricted Stock Awards

In December 2018, the Company granted stock options to employees for the purchase of 402 thousand shares of common stock at an exercise price of $148.14 per share and a binomial lattice model fair value of $46.96 per share at the grant date. At January 27, 2019, options for 8.6 million shares were outstanding with a weighted-average exercise price of $90.57 per share. The Company also granted 401 thousand restricted stock units to employees in the first three months of 2019, of which 316 thousand are subject to service based only conditions and 85 thousand are subject to performance/service based conditions. The fair value of the service based only units at the grant date was $148.14 per unit based on the market price of a share of underlying common stock. The fair value of the performance/service based units at the grant date was $139.37 per unit based on the market price of a share of underlying common stock excluding dividends. At January 27, 2019, the Company was authorized to grant an additional 8.3 million shares related to stock option and restricted stock awards.

31


 

 

(19)    Acquisitions

In September 2018, the Company acquired PLA, a privately held manufacturer of sprayers, planters, and specialty products for agriculture. PLA is based in Argentina, with manufacturing facilities in Las Rosas, Argentina and Canoas, Brazil. The total cash purchase price before the final adjustment, net of cash acquired of $1 million, was $74 million with $4 million retained by the Company as escrow to secure indemnity obligations. In addition to the cash purchase price, the Company assumed $30 million of liabilities. The preliminary asset and liability fair values at the acquisition date in millions of dollars follow:

 

 

 

 

 

 

 

September 2018

 

Trade accounts and notes receivable

 

$

3

 

Other receivables

 

 

14

 

Inventories

 

 

19

 

Property and equipment

 

 

1

 

Goodwill

 

 

46

 

Other intangible assets

 

 

20

 

Other assets

 

 

1

 

Total assets

 

$

104

 

 

 

 

 

 

Short-term borrowings

 

$

8

 

Accounts payable and accrued expenses

 

 

18

 

Deferred income taxes

 

 

4

 

Total liabilities

 

$

30

 

The identifiable intangible assets were primarily related to technology, trademarks, and customer relationships, which have a weighted-average amortization period of five years.

The goodwill was the result of future cash flows and related fair values of the entity exceeding the fair value of the identified assets and liabilities, and is not expected to be deducted for tax purposes. The results of PLA were included in the Company’s consolidated financial statements in the agriculture and turf segment since the date of acquisition. The pro forma results of operations as if the acquisition had occurred at the beginning of the prior fiscal year would not differ significantly from the reported results.

 

 

 

32


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20) SUPPLEMENTAL CONSOLIDATING DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended January 27, 2019 and January 28, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

(In millions of dollars) Unaudited

 

EQUIPMENT OPERATIONS*

 

FINANCIAL SERVICES

 

 

 

2019

 

2018

 

2019

 

2018

 

Net Sales and Revenues

    

 

 

    

 

 

    

 

 

    

 

 

 

Net sales

 

$

6,940.9

 

$

5,973.9

 

 

 

 

 

 

 

Finance and interest income

 

 

23.4

 

 

11.5

 

$

866.2

 

$

777.0

 

Other income

 

 

214.9

 

 

196.5

 

 

60.4

 

 

62.7

 

Total

 

 

7,179.2

 

 

6,181.9

 

 

926.6

 

 

839.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

5,432.1

 

 

4,705.0

 

 

 

 

 

 

 

Research and development expenses

 

 

406.8

 

 

356.8

 

 

 

 

 

 

 

Selling, administrative and general expenses

 

 

644.5

 

 

590.5

 

 

121.3

 

 

116.2

 

Interest expense

 

 

71.5

 

 

96.0

 

 

287.1

 

 

194.1

 

Interest compensation to Financial Services

 

 

69.0

 

 

61.7

 

 

 

 

 

 

 

Other operating expenses

 

 

71.4

 

 

72.2

 

 

324.9

 

 

311.2

 

Total

 

 

6,695.3

 

 

5,882.2

 

 

733.3

 

 

621.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income of Consolidated Group before Income Taxes

 

 

483.9

 

 

299.7

 

 

193.3

 

 

218.2

 

Provision (credit) for income taxes

 

 

144.1

 

 

1,263.8

 

 

40.0

 

 

(206.3)

 

Income (Loss) of Consolidated Group

 

 

339.8

 

 

(964.1)

 

 

153.3

 

 

424.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in Income of Unconsolidated Subsidiaries and Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Services

 

 

153.9

 

 

425.3

 

 

.6

 

 

.8

 

Other

 

 

5.9

 

 

4.1

 

 

 

 

 

 

 

Total

 

 

159.8

 

 

429.4

 

 

.6

 

 

.8

 

Net Income (Loss)

 

 

499.6

 

 

(534.7)

 

 

153.9

 

 

425.3

 

Less: Net income attributable to noncontrolling interests

 

 

1.1

 

 

.4

 

 

 

 

 

 

 

Net Income (Loss) Attributable to Deere & Company

 

$

498.5

 

$

(535.1)

 

$

153.9

 

$

425.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

 

33


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

 

 

 

 

 

 

 

 

 

 

CONDENSED BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

(In millions of dollars) Unaudited

 

EQUIPMENT OPERATIONS*

 

FINANCIAL SERVICES

 

 

 

January 27

 

October 28

 

January 28 

 

January 27

 

October 28

 

January 28 

 

 

 

2019

 

2018

 

2018

 

2019

 

2018

 

2018

 

Assets

   

   

               

   

   

    

   

   

               

   

   

               

   

   

    

   

   

               

 

Cash and cash equivalents

 

$

2,670.4

 

$

3,194.8

 

$

2,617.1

 

$

955.3

 

$

709.2

 

$

1,298.0

 

Marketable securities

 

 

8.7

 

 

8.2

 

 

17.6

 

 

514.8

 

 

481.9

 

 

444.7

 

Receivables from unconsolidated subsidiaries
and affiliates

 

 

273.7

 

 

1,700.4

 

 

667.7

 

 

 

 

 

 

 

 

 

 

Trade accounts and notes receivable – net

 

 

1,177.4

 

 

1,373.7

 

 

1,051.3

 

 

5,746.4

 

 

4,906.4

 

 

4,907.1

 

Financing receivables – net

 

 

101.5

 

 

93.1

 

 

51.6

 

 

25,048.2

 

 

26,961.0

 

 

23,803.5

 

Financing receivables securitized – net

 

 

67.6

 

 

76.1

 

 

124.9

 

 

4,495.8

 

 

3,945.3

 

 

4,349.1

 

Other receivables

 

 

1,485.0

 

 

1,009.7

 

 

885.7

 

 

183.7

 

 

775.7

 

 

156.4

 

Equipment on operating leases – net

 

 

 

 

 

 

 

 

 

 

 

6,903.6

 

 

7,165.4

 

 

6,619.8

 

Inventories

 

 

7,401.9

 

 

6,148.9

 

 

6,614.2

 

 

 

 

 

 

 

 

 

 

Property and equipment – net

 

 

5,739.4

 

 

5,820.6

 

 

5,733.0

 

 

45.8

 

 

46.9

 

 

48.2

 

Investments in unconsolidated subsidiaries
and affiliates

 

 

5,175.1

 

 

5,231.2

 

 

5,285.8

 

 

15.7

 

 

15.2

 

 

15.5

 

Goodwill

 

 

3,047.6

 

 

3,100.7

 

 

3,111.8

 

 

 

 

 

 

 

 

 

 

Other intangible assets – net

 

 

1,507.5

 

 

1,562.4

 

 

1,659.5

 

 

 

 

 

 

 

 

 

 

Retirement benefits

 

 

1,291.0

 

 

1,241.5

 

 

580.2

 

 

57.2

 

 

56.8

 

 

16.2

 

Deferred income taxes

 

 

1,507.1

 

 

1,502.6

 

 

2,248.7

 

 

70.3

 

 

69.4

 

 

80.1

 

Other assets

 

 

1,240.5

 

 

1,132.8

 

 

1,118.2

 

 

593.0

 

 

587.1

 

 

563.1

 

Total Assets

 

$

32,694.4

 

$

33,196.7

 

$

31,767.3

 

$

44,629.8

 

$

45,720.3

 

$

42,301.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

$

1,494.0

 

$

1,434.0

 

$

858.2

 

$

9,243.5

 

$

9,627.4

 

$

8,885.3

 

Short-term securitization borrowings

 

 

66.9

 

 

75.6

 

 

125.8

 

 

4,397.1

 

 

3,881.7

 

 

4,302.5

 

Payables to unconsolidated subsidiaries
and affiliates

 

 

227.8

 

 

128.9

 

 

118.0

 

 

154.8

 

 

1,678.7

 

 

634.0

 

Accounts payable and accrued expenses

 

 

8,710.9

 

 

9,382.5

 

 

7,894.3

 

 

1,820.6

 

 

2,055.7

 

 

1,876.9

 

Deferred income taxes

 

 

470.2

 

 

496.8

 

 

491.2

 

 

798.5

 

 

823.0

 

 

551.6

 

Long-term borrowings

 

 

4,712.4

 

 

4,713.9

 

 

5,572.5

 

 

23,142.8

 

 

22,523.5

 

 

20,849.3

 

Retirement benefits and other liabilities

 

 

5,665.5

 

 

5,659.8

 

 

7,428.4

 

 

93.4

 

 

91.2

 

 

94.8

 

Total liabilities

 

 

21,347.7

 

 

21,891.5

 

 

22,488.4

 

 

39,650.7

 

 

40,681.2

 

 

37,194.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interest

 

 

14.0

 

 

14.0

 

 

14.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $1 par value (issued shares at January 27, 2019 – 536,431,204)

 

 

4,511.5

 

 

4,474.2

 

 

4,374.0

 

 

2,099.5

 

 

2,099.5

 

 

2,099.1

 

Common stock in treasury

 

 

(16,422.1)

 

 

(16,311.8)

 

 

(15,404.3)

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

27,816.3

 

 

27,553.0

 

 

24,571.9

 

 

3,219.0

 

 

3,257.2

 

 

3,169.0

 

Accumulated other comprehensive income (loss)

 

 

(4,577.9)

 

 

(4,427.6)

 

 

(4,289.0)

 

 

(339.4)

 

 

(317.6)

 

 

(160.8)

 

Total Deere & Company stockholders' equity

 

 

11,327.8

 

 

11,287.8

 

 

9,252.6

 

 

4,979.1

 

 

5,039.1

 

 

5,107.3

 

Noncontrolling interests

 

 

4.9

 

 

3.4

 

 

12.3

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

11,332.7

 

 

11,291.2

 

 

9,264.9

 

 

4,979.1

 

 

5,039.1

 

 

5,107.3

 

Total Liabilities and Stockholders’ Equity

 

$

32,694.4

 

$

33,196.7

 

$

31,767.3

 

$

44,629.8

 

$

45,720.3

 

$

42,301.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the "Equipment Operations" and "Financial Services" have been eliminated to arrive at the consolidated financial statements.

 

 

34


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended January 27, 2019 and January 28, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

(In millions of dollars) Unaudited

 

EQUIPMENT OPERATIONS*

 

FINANCIAL SERVICES

 

 

 

2019

 

2018

 

2019

 

2018

 

Cash Flows from Operating Activities

    

 

    

    

 

    

    

 

    

    

 

    

 

Net income (loss)

 

$

499.6

 

$

(534.7)

 

$

153.9

 

$

425.3

 

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision (credit) for credit losses

 

 

(.7)

 

 

.8

 

 

3.2

 

 

1.7

 

Provision for depreciation and amortization

 

 

259.8

 

 

232.4

 

 

276.3

 

 

261.6

 

Gain on sales of businesses

 

 

 

 

 

(13.2)

 

 

 

 

 

 

 

Undistributed earnings of unconsolidated subsidiaries and affiliates

 

 

39.4

 

 

(392.9)

 

 

(.6)

 

 

(.8)

 

Provision (credit) for deferred income taxes

 

 

(30.7)

 

 

786.4

 

 

(25.0)

 

 

(306.7)

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables and Equipment Operations' financing receivables

 

 

185.5

 

 

295.1

 

 

 

 

 

 

 

Inventories

 

 

(1,289.7)

 

 

(1,099.7)

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

(535.0)

 

 

(735.7)

 

 

(12.0)

 

 

8.9

 

Accrued income taxes payable/receivable

 

 

(428.6)

 

 

453.1

 

 

526.5

 

 

(28.0)

 

Retirement benefits

 

 

(6.4)

 

 

63.2

 

 

2.1

 

 

2.4

 

Other

 

 

(127.0)

 

 

(36.6)

 

 

47.3

 

 

65.9

 

Net cash provided by (used for) operating activities

 

 

(1,433.8)

 

 

(981.8)

 

 

971.7

 

 

430.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Collections of receivables (excluding trade and wholesale)

 

 

 

 

 

 

 

 

5,885.4

 

 

5,601.4

 

Proceeds from maturities and sales of marketable securities

 

 

3.1

 

 

2.7

 

 

4.8

 

 

10.4

 

Proceeds from sales of equipment on operating leases

 

 

 

 

 

 

 

 

370.8

 

 

339.6

 

Proceeds from sales of businesses, net of cash sold

 

 

 

 

 

49.7

 

 

 

 

 

 

 

Cost of receivables acquired (excluding trade and wholesale)

 

 

 

 

 

 

 

 

(4,447.7)

 

 

(4,368.5)

 

Acquisitions of businesses, net of cash acquired

 

 

 

 

 

(5,129.7)

 

 

 

 

 

 

 

Purchases of marketable securities

 

 

(2.1)

 

 

 

 

 

(29.4)

 

 

(24.3)

 

Purchases of property and equipment

 

 

(297.2)

 

 

(176.0)

 

 

(.2)

 

 

(.3)

 

Cost of equipment on operating leases acquired

 

 

 

 

 

 

 

 

(505.0)

 

 

(553.8)

 

Increase in trade and wholesale receivables

 

 

 

 

 

 

 

 

(1,021.1)

 

 

(601.9)

 

Other

 

 

(6.6)

 

 

57.6

 

 

25.3

 

 

(9.5)

 

Net cash provided by (used for) investing activities

 

 

(302.8)

 

 

(5,195.7)

 

 

282.9

 

 

393.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in total short-term borrowings

 

 

88.4

 

 

132.9

 

 

387.9

 

 

(668.4)

 

Change in intercompany receivables/payables

 

 

1,526.1

 

 

388.1

 

 

(1,526.1)

 

 

(388.1)

 

Proceeds from long-term borrowings

 

 

91.5

 

 

77.8

 

 

2,119.6

 

 

2,184.3

 

Payments of long-term borrowings

 

 

(142.1)

 

 

(68.0)

 

 

(1,799.2)

 

 

(1,803.2)

 

Proceeds from issuance of common stock

 

 

51.1

 

 

143.0

 

 

 

 

 

 

 

Repurchases of common stock

 

 

(143.9)

 

 

(9.7)

 

 

 

 

 

 

 

Dividends paid

 

 

(220.3)

 

 

(193.0)

 

 

(200.0)

 

 

(38.2)

 

Other

 

 

(23.4)

 

 

(17.5)

 

 

(6.9)

 

 

(9.2)

 

Net cash provided by (used for) financing activities

 

 

1,227.4

 

 

453.6

 

 

(1,024.7)

 

 

(722.8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash

 

 

(11.8)

 

 

173.7

 

 

(1.1)

 

 

24.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash

 

 

(521.0)

 

 

(5,550.2)

 

 

228.8

 

 

125.5

 

Cash, Cash Equivalents, and Restricted Cash at Beginning of Period

 

 

3,201.8

 

 

8,174.4

 

 

813.5

 

 

1,292.4

 

Cash, Cash Equivalents, and Restricted Cash at End of Period

 

$

2,680.8

 

$

2,624.2

 

$

1,042.3

 

$

1,417.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

 

 

 

35


 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Overview

Organization

The Company’s equipment operations generate revenues and cash primarily from the sale of equipment to John Deere dealers and distributors. The equipment operations manufacture and distribute a full line of agricultural equipment; a variety of commercial and consumer equipment; and a broad range of equipment for construction, road building, and forestry. The Company’s financial services primarily provide credit services, which mainly finance sales and leases of equipment by John Deere dealers and trade receivables purchased from the equipment operations. In addition, financial services offers extended equipment warranties. The information in the following discussion is presented in a format that includes information grouped as consolidated, equipment operations, and financial services. The Company also views its operations as consisting of two geographic areas, the U.S. and Canada, and outside the U.S. and Canada. The Company’s operating segments consist of agriculture and turf, construction and forestry, and financial services.

Trends and Economic Conditions

Industry sales of agricultural machinery in the U.S. and Canada are forecast to be about the same to 5 percent higher, compared to 2018. Industry sales in the European Union (EU)28 member nations are forecast to be about the same in 2019. In South America, industry sales of tractors and combines are projected to be about the same to 5 percent higher from 2018 levels. Asian sales are forecast to be about the same or decrease slightly in 2019. Industry sales of turf and utility equipment in the U.S. and Canada are expected to be about the same to 5 percent higher for 2019. The Company’s agriculture and turf segment sales increased 10 percent in the first quarter and are forecast to increase about 4 percent for fiscal year 2019. Construction equipment markets reflect generally positive fundamentals and economic growth worldwide. In forestry, global industry sales are expected to be about 5 to 10 percent higher. The Company’s construction and forestry segment sales increased 31 percent in the first quarter, with two additional months of Wirtgen adding 24 percent, and are forecast to increase about 13 percent in 2019, with two additional months of Wirtgen adding 4 percent to the segment’s sales. Net income attributable to Deere & Company for the Company’s financial services operations is forecast to be approximately $630 million in 2019.

Items of concern include the uncertainty of the effectiveness of governmental actions in respect to monetary and fiscal policies, the impact of sovereign debt, eurozone and Argentine issues, capital market disruptions, trade agreements, changes in demand and pricing for used equipment, and geopolitical events. Significant fluctuations in foreign currency exchange rates and volatility in the price of many commodities could also impact the Company’s results.

The Company’s results were negatively impacted by higher costs for raw materials and logistics, as well as concerns over tariffs and trade policies, causing farmers to become more cautious about making major purchases. Sales of construction and forestry machinery continued at a strong pace. Despite uncertainty in some key markets, the Company forecasts strong financial results in 2019. This is due to an expectation that cost pressures should abate as the year progresses, a more flexible cost structure, an expanded global customer base, and leadership in the latest precision technologies. Customers are responding favorably to the advanced features and technology in the new products. The Company believes it is well positioned to achieve its financial goals and on track for delivering solid operating performance and significant value to its customers and investors in the future.

2019 Compared with 2018

The following table provides the net income (loss) attributable to Deere & Company in millions of dollars and diluted earnings per share in dollars:

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

January 27

 

January 28 

 

 

 

2019

 

2018

 

Net income (loss) attributable to Deere & Company

 

$

498.5

 

$

(535.1)

 

Diluted earnings per share

 

 

1.54

 

 

(1.66)

 

 

36


 

 

Affecting 2018 net income were discrete charges to the provision for income taxes of $977 million due to tax reform.

The worldwide net sales and revenues, price realization, and the effect of currency translation for worldwide, U.S. and Canada, and outside U.S. and Canada in millions of dollars follows:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

January 27

 

January 28 

 

 

 

 

 

2019

 

2018

 

% Change

 

Worldwide net sales and revenues

 

$

7,984

 

$

6,913

 

15%

 

Worldwide equipment operations net sales

 

 

6,941

 

 

5,974

 

16%

 

Price realization

 

 

 

 

 

 

 

5%

 

Currency translation (unfavorable)

 

 

 

 

 

 

 

-3%

 

Wirtgen - two additional months

 

 

 

 

 

 

 

7%

 

 

 

 

 

 

 

 

 

 

 

U.S. and Canada equipment operations net sales

 

 

4,123

 

 

3,465

 

19%

 

Currency translation (unfavorable)

 

 

 

 

 

 

 

-1%

 

Wirtgen - two additional months

 

 

 

 

 

 

 

2%

 

 

 

 

 

 

 

 

 

 

 

Outside U.S. and Canada equipment operations net sales

 

 

2,818

 

 

2,509

 

12%

 

Currency translation (unfavorable)

 

 

 

 

 

 

 

-6%

 

Wirtgen - two additional months

 

 

 

 

 

 

 

14%

 

 

The Company’s equipment operations operating profit and net income (loss) and financial services operations net income follow in millions of dollars:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

January 27

 

January 28 

 

 

 

 

 

2019

 

2018

 

% Change

 

Equipment operations operating profit

 

$

577

 

$

419

 

38%

 

Equipment operations net income (loss)

 

 

340

 

 

(964)

 

 

 

Financial services net income

 

 

154

 

 

425

 

-64%

 

 

The discussion on net sales and operating profit are included in the Business Segment Results below. Tax reform resulted in a discrete charge to the equipment operations 2018 provision for income taxes of $1,239 million and a discrete benefit to the financial services 2018 provision for income taxes of $262 million.

Business Segment Results

Agriculture and Turf. The agriculture and turf segment results in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

January 27

 

January 28 

 

 

 

 

 

2019

 

2018

 

% Change

 

Net sales

 

$

4,681

 

$

4,243

 

10%

 

Operating profit

 

 

348

 

 

387

 

-10%

 

Operating margin

 

 

7.4%

 

 

9.1%

 

 

 

 

Segment sales for the quarter increased due to higher shipment volumes and price realization, partially offset by the unfavorable effects of currency translation and higher warranty related expenses. Operating profit declined mainly as a result of higher production costs, higher warranty related expenses, a less favorable product mix, and higher research and development expenses, largely offset by price realization and higher shipment volumes.

37


 

 

Construction and Forestry. The construction and forestry segment results in millions of dollars follow:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

January 27

 

January 28 

 

 

 

 

 

2019

 

2018

 

% Change

 

Net sales

 

$

2,260

 

$

1,731

 

31%

 

Operating profit

 

 

229

 

 

32

 

616%

 

Operating margin

 

 

10.1%

 

 

1.8%

 

 

 

 

Segment sales increased for the quarter primarily due to the inclusion of Wirtgen for the full quarter versus one month in the first quarter of 2018. The two additional months accounted for about 24 percent of the increase for the current quarter. Additionally, net sales increased due to price realization and higher shipment volumes, partially offset by the unfavorable effects of currency translation. Wirtgen’s operating profit was $14 million for the quarter compared with an operating loss of $92 million last year. Excluding Wirtgen, the improvement for the quarter was primarily driven by price realization, partially offset by higher production costs and a less favorable product mix.

Financial Services. The financial services segment revenue, interest expense, and operating profit in millions of dollars, along with the ratio of earnings to fixed charges follow:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

January 27

 

January 28 

 

 

 

 

 

2019

 

2018

 

% Change

 

Revenue (including intercompany revenue)

 

$

927

 

$

840

 

10%

 

Interest expense

 

 

287

 

 

194

 

48%

 

Operating profit

 

 

192

 

 

217

 

-12%

 

Consolidated ratio of earnings to fixed charges

 

 

1.68

 

 

2.13

 

-21%

 

 

Operating profit decreased due to less favorable financing spreads, partially offset by income from a higher average portfolio. The average balance of receivables and leases financed was 7 percent higher in the first three months of 2019, compared with the same period last year. Interest expense increased 48 percent in the first quarter of 2019 primarily as a result of higher average borrowing rates and higher average borrowings.

The cost of sales to net sales ratio and other significant statement of consolidated income changes not previously discussed follow:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

January 27

 

January 28 

 

 

 

 

 

2019

 

2018

 

% Change

 

Cost of sales to net sales

 

 

78.3%

 

 

78.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

$

407

 

$

357

 

14%

 

Selling, administrative and general expenses

 

 

764

 

 

705

 

8%

 

Other operating expenses

 

 

351

 

 

343

 

2%

 

 

The cost of sales ratio improved due to price realization, largely offset by higher production costs, unfavorable product mix, and higher warranty related expenses. Research and development expenses increased primarily as a result of spending to support new, advanced products and the impact of acquisitions. Selling, administrative and general expenses increased primarily as a result of the impact of acquisitions. Other operating expenses increased primarily as a result of the unfavorable effect of currency translation and higher depreciation on operating leases, partially offset by lower pension and postretirement benefit costs excluding the service cost component.

Market Conditions and Outlook

Company equipment sales are projected to increase by about 7 percent for fiscal 2019 compared with 2018. Included in the forecast are Wirtgen results for the full fiscal year of 2019 compared with 10 months in 2018. This adds about 1 percent to the Company’s net sales for the current year. The forecast includes a negative foreign currency

38


 

 

translation effect of about 2 percent for the year. Net sales and revenues are projected to increase by about 7 percent for fiscal 2019. Net income attributable to Deere & Company is forecast to be about $3,600 million.

·

Agriculture and Turf. The Company’s worldwide sales of agriculture and turf equipment are forecast to increase about 4 percent for fiscal year 2019, including a negative currency translation effect of about 2 percent. Industry sales of agricultural equipment in the U.S. and Canada are forecast to be about the same to 5 percent higher, helped by higher demand for large and small equipment. Full year industry sales in the EU28 member nations are forecast to be about the same as a result of drought conditions in key markets. South American industry sales of tractors and combines are projected to be about the same to 5 percent higher benefiting from strength in Brazil. Asian sales are forecast to be about the same to down slightly. Industry sales of turf and utility equipment in the U.S. and Canada are expected to be about the same to 5 percent higher for 2019.

·

Construction and Forestry. The Company’s worldwide sales of construction and forestry equipment are anticipated to increase about 13 percent for 2019, with foreign currency rates having an unfavorable translation effect of about 2 percent. The forecast includes a full year of Wirtgen sales, versus 10 months in fiscal 2018, with the two additional months adding about 4 percent to division sales for the year. The outlook reflects generally positive fundamentals and economic growth worldwide. In forestry, global industry sales are expected to increase 5 to 10 percent mainly as a result of improved demand in EU28 countries and Russia.

·

Financial Services. Fiscal year 2019 net income attributable to Deere & Company for the financial services operations is expected to be approximately $630 million. Excluding the 2018 benefit from tax reform, net income is expected to benefit from a higher average portfolio, partially offset by less favorable financing spreads, a higher provision for credit losses, and higher selling, administrative and general expenses.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements under “Overview,” “Market Conditions and Outlook,” and other forward-looking statements herein that relate to future events, expectations, and trends involve factors that are subject to change, and 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.

 

The Company’s agricultural equipment business is subject to a number of uncertainties including the factors that affect farmers’ confidence and financial condition. These factors include demand for agricultural products, world grain stocks, weather conditions, soil conditions, harvest yields, prices for commodities and livestock, crop and livestock production expenses, availability of transport for crops, trade restrictions and tariffs, global trade agreements (e.g, the North American Free Trade Agreement), the level of farm product exports (including concerns about genetically modified organisms), the growth and sustainability of non-food uses for some crops (including ethanol and biodiesel production), real estate values, available acreage for farming, the land ownership policies of governments, changes in government farm programs and policies, international reaction to such programs, changes in and effects of crop insurance programs, changes in environmental regulations and their impact on farming practices, animal diseases and their effects on poultry, beef and pork consumption and prices, and crop pests and diseases.

 

Factors affecting the outlook for the Company’s turf and utility equipment include consumer confidence, weather conditions, customer profitability, labor supply, consumer borrowing patterns, consumer purchasing preferences, housing starts and supply, infrastructure investment, spending by municipalities and golf courses, and consumable input costs.

 

Consumer spending patterns, real estate and housing prices, the number of housing starts, interest rates and the levels of public and non-residential construction are important to sales and results of the Company’s construction and forestry equipment. Prices for pulp, paper, lumber and structural panels are important to sales of forestry equipment.

 

All of the Company’s businesses and its results are affected by general economic conditions in the global markets and industries in which the company operates; customer confidence in general economic conditions; government spending and taxing; foreign currency exchange rates and their volatility, especially fluctuations in the value of the U.S. dollar; interest rates; inflation and deflation rates; changes in weather patterns; the political and social stability of the global markets in which the company operates; the effects of, or response to, terrorism and security threats; wars and other conflicts; natural disasters; and the spread of major epidemics.

39


 

 

Significant changes in market liquidity conditions, changes in the Company’s credit ratings and any failure to comply with financial covenants in credit agreements could impact access to funding and funding costs, which could reduce the Company’s earnings and cash flows. Financial market conditions could also negatively impact customer access to capital for purchases of the Company’s products and customer confidence and purchase decisions, borrowing and repayment practices, and the number and size of customer loan delinquencies and defaults. A debt crisis, in Europe or elsewhere, could negatively impact currencies, global financial markets, social and political stability, funding sources and costs, asset and obligation values, customers, suppliers, demand for equipment, and company operations and results. The Company’s investment management activities could be impaired by changes in the equity, bond and other financial markets, which would negatively affect earnings.

 

The anticipated withdrawal of the United Kingdom from the European Union and the perceptions as to the impact of the withdrawal may adversely affect business activity, political stability and economic conditions in the United Kingdom, the European Union and elsewhere. The economic conditions and outlook could be further adversely affected by (i) the uncertainty concerning the timing and terms of the exit, (ii) new or modified trading arrangements between the United Kingdom and other countries, (iii) the risk that one or more other European Union countries could come under increasing pressure to leave the European Union, or (iv) the risk that the euro as the single currency of the Eurozone could cease to exist. Any of these developments, or the perception that any of these developments are likely to occur, could affect economic growth or business activity in the United Kingdom or the European Union, and could result in the relocation of businesses, cause business interruptions, lead to economic recession or depression, and impact the stability of the financial markets, availability of credit, currency exchange rates, interest rates, financial institutions, and political, financial and monetary systems. Any of these developments could affect our businesses, liquidity, results of operations and financial position.

 

Additional factors that could materially affect the Company’s operations, access to capital, expenses and results include changes in, uncertainty surrounding and the impact of governmental trade, banking, monetary and fiscal policies, including financial regulatory reform and its effects on the consumer finance industry, derivatives, funding costs and other areas, and governmental programs, policies, tariffs and sanctions in particular jurisdictions or for the benefit of certain industries or sectors; retaliatory actions to such changes in trade, banking, monetary and fiscal policies; actions by central banks; actions by financial and securities regulators; actions by environmental, health and safety regulatory agencies, including those related to engine emissions, carbon and other greenhouse gas emissions, noise and the effects of climate change; changes to GPS radio frequency bands or their permitted uses; changes in labor and immigration regulations; changes to accounting standards; changes in tax rates, estimates, laws and regulations and Company actions related thereto; changes to and compliance with privacy regulations; compliance with U.S. and foreign laws when expanding to new markets and otherwise; and actions by other regulatory bodies.

 

Other factors that could materially affect results include production, design and technological innovations and difficulties, including capacity and supply constraints and prices; the loss of or challenges to intellectual property rights whether through theft, infringement, counterfeiting or otherwise; the availability and prices of strategically sourced materials, components and whole goods; delays or disruptions in the Company’s supply chain or the loss of liquidity by suppliers; disruptions of infrastructures that support communications, operations or distribution; the failure of suppliers or the Company to comply with laws, regulations and Company policy pertaining to employment, human rights, health, safety, the environment, anti-corruption, privacy and data protection and other ethical business practices; events that damage the Company’s reputation or brand; significant investigations, claims, lawsuits or other legal proceedings; start-up of new plants and products; the success of new product initiatives; changes in customer product preferences and sales mix; gaps or limitations in rural broadband coverage, capacity and speed needed to support technology solutions; oil and energy prices, supplies and volatility; the availability and cost of freight; 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; changes in demand and pricing for used equipment and resulting impacts on lease residual values; labor relations and contracts; changes in the ability to attract, train and retain qualified personnel; acquisitions and divestitures of businesses; greater than anticipated transaction costs; the integration of new businesses; the failure or delay in closing or realizing anticipated benefits of acquisitions, joint ventures or divestitures; the implementation of organizational changes; the failure to realize anticipated savings or benefits of cost reduction, productivity, or efficiency efforts; difficulties related to the conversion and implementation of enterprise resource planning systems; security breaches, cybersecurity attacks, technology failures and other disruptions to the Company’s and suppliers’ information technology infrastructure; changes in Company declared dividends and common stock issuances and repurchases; changes in the level and funding of employee retirement benefits; changes in market values of investment assets, compensation, retirement, discount and mortality rates which impact retirement benefit costs; and significant changes in health care costs.

 

40


 

 

The liquidity and ongoing profitability of John Deere Capital Corporation and other credit subsidiaries depend largely on timely access to capital in order to meet future cash flow requirements, and to fund operations, costs, and purchases of the Company’s products. If general economic conditions deteriorate or capital markets become more volatile, funding could be unavailable or insufficient. Additionally, customer confidence levels may result in declines in credit applications and increases in delinquencies and default rates, which could materially impact write-offs and provisions for credit losses.

 

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, except as required by law, 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 could materially affect the Company’s financial results, is included in the Company’s other filings with the SEC (including, but not limited to, the factors discussed in Item 1A. Risk Factors of the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q).

Critical Accounting Policies

See the Company’s critical accounting policies discussed in the Management’s Discussion and Analysis of the most recent annual report filed on Form 10-K. There have been no material changes to these policies.

CAPITAL RESOURCES AND LIQUIDITY

The discussion of capital resources and liquidity has been organized to review separately, where appropriate, the Company’s consolidated totals, equipment operations, and financial services operations.

Consolidated

Negative cash flows from consolidated operating activities in the first three months of 2019 were $1,651 million. This resulted primarily from a seasonal increase in inventories, a decrease in accounts payable and accrued expenses, and an increase in receivables related to sales, which were partially offset by net income adjusted for non-cash provisions and a change in accrued income taxes payable / receivable. Cash inflows from investing activities were $969 million in the first three months of this year primarily due to collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by $1,293 million, partially offset by purchases of property and equipment of $297 million. Positive cash flows from financing activities were $403 million in the first three months of 2019 primarily due to an increase in borrowings of $746 million and proceeds from issuance of common stock of $51 million (resulting from the exercise of stock options), partially offset by dividends paid of $220 million and repurchases of common stock of $144 million. Cash, cash equivalents, and restricted cash decreased $292 million during the first three months of this year.

Negative cash flows from consolidated operating activities in the first three months of 2018 were $1,296 million. This resulted primarily from a seasonal increase in inventories and a decrease in accounts payable and accrued expenses, which were partially offset by cash inflows from an increase in accrued income taxes payable / receivable, a net loss adjusted for non-cash provisions, and a change in net retirement benefits. Cash outflows from investing activities were $4,096 million in the first three months of 2018, primarily due to acquisitions of businesses, net of cash acquired, of $5,130 million and purchases of property and equipment of $176 million, partially offset by collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by $1,193 million and proceeds from sales of businesses, net of cash sold, of $50 million. Negative cash flows from financing activities were $231 million in the first three months of 2018, primarily due to dividends paid of $193 million and a decrease in borrowings of $145 million, partially offset by proceeds from issuance of common stock of $143 million (resulting from the exercise of stock options). Cash, cash equivalents, and restricted cash decreased $5,425 million during the first three months of 2018.

The Company has access to most global markets at a reasonable cost and expects to have sufficient sources of global funding and liquidity to meet its funding needs. Sources of liquidity for the Company include cash and cash equivalents, marketable securities, funds from operations, the issuance of commercial paper and term debt, the securitization of retail notes (both public and private markets), and committed and uncommitted bank lines of credit. The Company’s commercial paper outstanding at January 27, 2019, October 28, 2018, and January 28, 2018 was $3,760 million, $3,857 million, and $2,830 million, respectively, while the total cash and cash equivalents and marketable securities position was $4,149 million, $4,394 million, and $4,377 million, respectively. The total cash

41


 

 

and cash equivalents and marketable securities held by foreign subsidiaries, was $2,076 million, $2,433 million, and $2,467 million at January 27, 2019, October 28, 2018, and January 28, 2018, respectively.

Lines of Credit . The Company also has access to bank lines of credit with various banks throughout the world. Worldwide lines of credit totaled $8,352 million at January 27, 2019, $3,740 million of which were unused. For the purpose of computing unused credit lines, commercial paper and short-term bank borrowings, excluding secured borrowings and the current portion of long-term borrowings, were primarily considered to constitute utilization. Included in the total credit lines at January 27, 2019 were 364-day credit facility agreements of $1,750 million, expiring in April 2019, and $750 million, expiring in October 2019. In addition, total credit lines included long-term credit facility agreements of $2,500 million, expiring in April 2021, and $2,500 million, expiring in April 2022. These credit agreements require John Deere Capital Corporation (Capital Corporation) to maintain 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, excluding securitization indebtedness, to capital base (total subordinated debt and stockholder’s equity excluding accumulated other comprehensive income (loss)) at not more than 11 to 1 at the end of any fiscal quarter. The credit agreements also require the equipment operations to maintain a ratio of total debt to total capital (total debt and stockholders’ equity excluding accumulated other comprehensive income (loss)) of 65 percent or less at the end of each fiscal quarter. Under this provision, the Company’s excess equity capacity and retained earnings balance free of restriction at January 27, 2019 was $12,533 million. Alternatively under this provision, the equipment operations had the capacity to incur additional debt of $23,275 million at January 27, 2019. All of these requirements of the credit agreement have been met during the periods included in the financial statements.

Debt Ratings . 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 security rating is not a recommendation by the rating agency to buy, sell, or hold Company securities. A credit rating agency may change or withdraw Company ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs, including costs of derivative transactions, and reduced access to debt capital markets. The senior long-term and short-term debt ratings and outlook currently assigned to unsecured Company debt securities by the rating agencies engaged by the Company are as follows:

 

 

 

 

 

 

 

 

 

    

Senior

    

 

    

 

 

 

 

Long-Term

 

Short-Term

 

Outlook

 

Fitch Ratings

 

A

 

F1

 

Stable

 

Moody’s Investors Service, Inc.

 

A2

 

Prime-1

 

Stable

 

Standard & Poor’s

 

A

 

A-1

 

Stable

 

Trade accounts and notes receivable primarily arise from sales of goods to independent dealers. Trade receivables increased $493 million during the first three months of 2019, primarily due to a seasonal increase. These receivables increased $813 million, compared to a year ago, primarily due to higher shipment volumes. The ratios of worldwide trade accounts and notes receivable to the last 12 months’ net sales were 16 percent at January 27, 2019, compared to 15 percent at October 28, 2018 and 17 percent at January 28, 2018. Agriculture and turf trade receivables increased $335 million and construction and forestry trade receivables increased $478 million, compared to a year ago. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 1 percent at January 27, 2019, 2 percent at October 28, 2018, and 2 percent at January 28, 2018.

Deere & Company stockholders’ equity was $11,328 million at January 27, 2019, compared with $11,288 million at October 28, 2018 and $9,253 million at January 28, 2018. The increase of $40 million during the first three months of 2019 resulted primarily from net income attributable to Deere & Company of $498 million, an increase in common stock of $37 million, and a change in the retirement benefits adjustment of $20 million, partially offset by dividends declared of $243 million, a change in the cumulative translation adjustment of $161 million, and an increase in treasury stock of $110 million.

Equipment Operations

The Company’s equipment businesses are capital intensive and are subject to seasonal variations in financing requirements for inventories and certain receivables from dealers. The equipment operations sell a significant portion of their trade receivables to financial services. To the extent necessary, funds provided from operations are supplemented by external financing sources.

Cash used for operating activities of the equipment operations, including intercompany cash flows, in the first three months of 2019 was $1,434 million. This resulted primarily from a seasonal increase in inventories, a decrease in

42


 

 

accounts payable and accrued expenses, and a change in accrued income taxes payable / receivable. Partially offsetting these operating cash outflows were cash inflows from net income adjusted for non-cash provisions and a decrease in trade and financing receivables held by the equipment operations. Cash, cash equivalents, and restricted cash decreased $521 million in the first three months of 2019.

Cash used for operating activities of the equipment operations, including intercompany cash flows, in the first three months of 2018 was $982 million. This resulted primarily from a seasonal increase in inventories and a decrease in accounts payable and accrued expenses. Partially offsetting these operating cash outflows were a change in accrued income taxes payable / receivable, a decrease in trade and financing receivables held by the equipment operations, cash inflows from a net loss adjusted for non-cash provisions, and a change in net retirement benefits. Cash, cash equivalents, and restricted cash decreased $5,550 million in the first three months of 2018, primarily due to the Wirtgen acquisition of $5,130 million.

Trade receivables held by the equipment operations decreased $196 million during the first three months and increased $126 million from a year ago. The equipment operations sell a significant portion of their trade receivables to financial services. See the previous consolidated discussion of trade receivables.

Inventories increased by $1,253 million during the first three months, primarily due to a seasonal increase. Inventories increased by $788 million, compared to a year ago, primarily due to higher production volumes based on increased demand, partially offset by the effect of foreign currency translation. Most of these inventories are valued on the last-in, first-out (LIFO) method. The ratios of inventories on a first-in, first-out (FIFO) basis (see Note 13), which approximates current cost, to the last 12 months’ cost of sales were 35 percent at January 27, 2019, compared to 30 percent at October 28, 2018 and 39 percent at January 28, 2018.

Total interest-bearing debt of the equipment operations was $6,273 million at January 27, 2019, compared with $6,224 million at October 28, 2018 and $6,557 million at January 28, 2018. The ratios of debt to total capital (total interest-bearing debt and stockholders’ equity) were 36 percent, 36 percent, and 41 percent at January 27, 2019, October 28, 2018, and January 28, 2018, respectively.

Property and equipment cash expenditures for the equipment operations in the first three months of 2019 were $297 million, compared with $176 million in the same period last year. Capital expenditures for the equipment operations in 2019 are estimated to be approximately $1,150 million.

Financial Services

The financial services 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 commercial paper, term debt, securitization of retail notes, equity capital, and borrowings from Deere & Company.

During the first three months of 2019, the cash provided by operating and investing activities was used for financing activities. Cash flows provided by operating activities, including intercompany cash flows, were $972 million in the first three months of 2019. Cash provided by investing activities totaled $283 million in the first three months of 2019 primarily due to the collection of receivables (excluding trade and wholesale) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by $1,304 million, partially offset by an increase in trade and wholesale receivables of $1,021 million. Cash used for financing activities totaled $1,025 million, resulting primarily from a decrease in borrowings from Deere & Company of $1,526 million and dividends paid to Deere & Company of $200 million, partially offset by an increase in external borrowings of $708 million. Cash, cash equivalents, and restricted cash increased $229 million in the first three months of 2019.

During the first three months of 2018, the cash provided by operating and investing activities was used for financing activities. Cash flows provided by operating activities, including intercompany cash flows, were $430 million in the first three months of 2018. Cash provided by investing activities totaled $393 million in the first three months of 2018 primarily due to the collection of receivables (excluding trade and wholesale) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by $1,019 million, partially offset by an increase in trade and wholesale receivables of $602 million. Cash used for financing activities totaled $723 million, resulting primarily from a decrease in borrowings from Deere & Company of $388 million, a decrease in external borrowings of $287 million, and dividends paid to Deere & Company of $38 million. Cash, cash equivalents, and restricted cash increased $126 million in the first three months of 2018.

Receivables and leases held by the financial services operations consist of retail notes originated in connection with retail sales of new and used equipment by dealers of John Deere products, retail notes from non-Deere equipment

43


 

 

customers, trade receivables, wholesale notes, revolving charge accounts, credit enhanced international export financing generally involving John Deere products, and financing and operating leases. Total receivables and leases decreased $784 million during the first quarter of 2019 and increased $2,515 million in the past 12 months. Acquisition volumes of receivables (excluding trade and wholesale) and leases were 1 percent higher in the first three months of 2019, compared with the same period last year, as volumes of financing leases, retail notes, and revolving charge accounts were higher, while volumes of operating leases were lower. The amount of total trade receivables and wholesale notes increased compared to October 28, 2018 and January 28, 2018. Total receivables and leases administered by the financial services operations, which include receivables administered but not owned, amounted to $42,201 million at January 27, 2019, compared with $42,985 million at October 28, 2018 and $39,690 million at January 28, 2018.

Total external interest-bearing debt of the financial services operations was $36,783 million at January 27, 2019, compared with $36,033 million at October 28, 2018 and $34,037 million at January 28, 2018. Total external borrowings have changed generally corresponding with the level of receivable and lease portfolio, the level of cash and cash equivalents, the change in payables owed to Deere & Company, and the change in investment from Deere & Company. The financial services operations’ ratio of interest-bearing debt to stockholder’s equity was 7.4 to 1 at January 27, 2019, compared with 7.5 to 1 at October 28, 2018 and 6.8 to 1 at January 28, 2018.

Capital Corporation has a revolving credit agreement to utilize bank conduit facilities to securitize retail notes (see Note 12). During November 2018, the agreement was renewed with a total capacity, or “financing limit,” of $3,500 million of secured financings at any time. After a two-year revolving period, unless the banks and Capital Corporation agree to renew, Capital Corporation would liquidate the secured borrowings over time as payments on the retail notes are collected. At January 27, 2019, $2,307 million of secured short-term borrowings were outstanding under the agreement.

In the first three months of 2019, the financial services operations issued $1,245 million and retired $731 million of retail note securitization borrowings. In addition, during the first three months of 2019, the financial services operations issued $2,120 million and retired $1,799 million of long-term borrowings, which were primarily medium-term notes.

Dividends

The Company’s Board of Directors at its meeting on February 27, 2019 declared a quarterly dividend of $.76 per share payable May 1, 2019, to stockholders of record on March 29, 2019.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the Company’s most recent annual report filed on Form 10-K (Part II, Item 7A). There has been no material change in this information.

 

Item 4. CONTROLS AND PROCEDURES

The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective as of January 27, 2019, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act. During the first quarter, there were no changes that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

44


 

 

PART II.  OTHER INFORMATION

Item 1.    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, employment, patent, and trademark matters. Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that John Deere reasonably believes could exceed $100,000. The following matters are disclosed solely pursuant to that requirement: (a) on July 6, 2017, after self-reporting to the Iowa Department of Natural Resources, the Company received a Notice of Violation alleging that one Iowa facility location exceeded permitted emission limits; the Company responded and is actively cooperating with the Iowa Department of Natural Resources to revise the permits and resolve the notice; (b) on March 19, 2018, the Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável in Minas Gerais, Brazil issued a fine of approximately $105,000 at current exchange rates against John Deere Equipamentos do Brasil in connection with an oil spill that occurred after an April 2016 roadway accident involving a Company truck; an administrative defense has been filed to cancel the fine; and (c) on October 3, 2018, the Provincia Santa Fe Ministerio de Medio Ambiente issued a Notice of Violation to Industrias John Deere Argentina in connection with alleged groundwater contamination at the site; the Company continues to work with the appropriate authorities to implement corrective actions to remediate the site. The Company believes the reasonably possible range of losses for these unresolved legal actions would not have a material effect on its financial statements.

 

Item 1A.    Risk Factors

See the Company’s most recent annual report filed on Form 10-K (Part I, Item 1A). There has been no material change in this information. The risks described in the annual report on Form 10-K, and the “Safe Harbor Statement” in this report, are not the only risks faced by the Company. Additional risks and uncertainties may also materially affect the Company’s business, financial condition, or operating results. One should not consider the risk factors to be a complete discussion of risks, uncertainties, and assumptions.

 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s purchases of its common stock during the first quarter of 2019 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Total Number of

    

 

 

 

 

 

 

 

 

 

Shares Purchased as

 

Maximum Number of

 

 

 

Total Number of

 

 

 

 

Part of Publicly

 

Shares that May Yet Be

 

 

 

Shares

 

 

 

 

Announced Plans or

 

Purchased under the

 

 

 

Purchased (2)

 

Average Price

 

Programs (1)

 

Plans or Programs (1)

 

Period

 

(thousands)

 

Paid Per Share

 

(thousands)

 

(millions)

 

Oct 29 to Nov 25

 

 

 

 

 

 

 

 

14.3

 

Nov 26 to Dec 23

 

499

 

$

148.21

 

388

 

14.0

 

Dec 24 to Jan 27

 

454

 

 

154.14

 

454

 

13.5

 

Total

 

953

 

 

 

 

842

 

 

 

(1)

During the first quarter of 2019, the Company had a share repurchase plan that was announced in December 2013 to purchase up to $8,000 million of shares of the Company’s common stock. The maximum number of shares that may yet be purchased under these plans was based on the end of the first quarter closing share price of $161.50 per share. At the end of the first quarter of 2019, $2,184 million of common stock remained to be purchased under the plans.

(2)

In the first quarter of 2019, approximately 111 thousand shares were purchased from plan participants to pay payroll taxes on certain restricted stock awards. The shares were valued at a weighted-average market price of $147.26.

 

Item 3.    Defaults Upon Senior Securities

None.

 

 

45


 

 

Item 4.    Mine Safety Disclosures

Not applicable.

 

Item 5.    Other Information

Amendments to Bylaws

On February 27, 2019, the Board of Directors of the Company approved certain amendments to the Company’s bylaws, effective immediately. The amendments to the bylaws include the following: (i) amendments to provide for mandatory indemnification of directors and officers and procedural changes related to such indemnification; (ii) amendments to clarify that the positions of Chairman and of Chief Executive Officer of the Company need not be held by the same individual; and (iii) amendments adopting gender neutral pronoun designations throughout the bylaws.

The foregoing description of the Company’s bylaws is qualified in its entirety by reference to the full text of the amended bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

 

 

Item 6.    Exhibits

Certain instruments relating to long-term borrowings 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.

 

 

 

 

3.1

Certificate of Incorporation, as amended (Exhibit 3.1 to Form 8-K of registrant dated February 26, 2010*)

 

 

3.2

Bylaws as amended on February 27, 2019

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certification

 

 

31.2

Rule 13a-14(a)/15d-14(a) Certification

 

 

32

Section 1350 Certifications

 

 

101

Interactive Data File

 

 

* Incorporated by reference. Copies of these exhibits are available from the Company upon request.

 

 

 

 

 

 

46


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DEERE & COMPANY

 

 

 

 

Date:

February 28, 2019

 

By:

/s/ Rajesh Kalathur

 

 

 

 

Rajesh Kalathur
Senior Vice President, Chief Financial Officer and Chief Information Officer

 

 

 

 

(Principal Financial Officer and

Principal Accounting Officer)

 

47


Exhibit 3.2

 

BYLAWS OF

DEERE & COMPANY


 

(Adopted July 30, 1958; last amended February 27, 2019)

 

 

ARTICLE I ― IDENTIFICATION

 

Section 1.  NAME.  The name of the Company is Deere & Company (hereinafter referred to as the "Company").

 

Section 2.  OFFICES.  The principal office of the Company in Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware. The Company may maintain, change or discontinue its other offices, including its principal business office in the County of Rock Island, State of Illinois, and may have such other offices both within and outside of the State of Delaware as its business may require.

 

Section 3.  SEAL.  The seal of the Company shall be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. About the upper periphery of the seal shall appear the words "Deere & Company" and about the lower periphery thereof the word "Delaware". In the center of the seal shall appear a representation of a leaping deer.

 

Section 4.  FISCAL YEAR.  The fiscal year of the Company shall begin on the first day of November in each calendar year and end on the last day of October in the following calendar year.

 

 

ARTICLE II ― THE STOCKHOLDERS

 

Section 1.  PLACE OF MEETINGS.  Annual meetings of the stockholders for the election of directors shall be held at the principal business office of the Company in Rock Island County, State of Illinois. Meetings of the stockholders for any other purpose may be held at such place within the State of Delaware or the State of Illinois as may be specified by the Chairman or the Board of Directors.

 

Section 2.  ANNUAL MEETING. The annual meeting of the stockholders, at which they shall elect directors by ballot   and may transact such other business as may properly be brought before the meeting in accordance with Section 3 of Article II of these bylaws, shall be held at ten o'clock in the morning, local time, on the last Wednesday in February of each year or on such business day and at such time and at such place as may be designated by the Board of Directors. If the date designated for the annual meeting is a legal holiday then the annual meeting shall be held on the first following day that is not a legal holiday.

 

Section 3.  NOMINATION OF DIRECTORS AND OTHER BUSINESS.

 

(a)          Nominations of persons for election as directors may be made at an annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) by any person or persons authorized to do so by the Board of Directors (or any duly authorized committee thereof), or (iii) by any stockholder of the

 

 


 

 

Company who is a stockholder of record on the date of the giving of the notice provided for in this Section 3(a) and on the record date for the meeting and who complies with the notice procedures set forth in this Section 3 (a).  Nominations of persons for election as directors may also be made at an annual meeting of stockholders by any Eligible Stockholder (as defined in Section 13(d) of this Article II) pursuant to and in accordance with Section 13 of this Article II. 

 

In addition to any other applicable requirements, for a nomination to be made by a stockholder pursuant to clause (iii) of the first paragraph of this Section 3(a), the stockholder must give timely notice thereof in proper written form to the Secretary of the Company. To be timely, such stockholder's notice to the Secretary of a proposed nomination must be delivered to, or mailed and received at, the principal executive offices of the Company within the time period specified in Section 3(c) of this Article II. To be in proper written form, such stockholder's notice to the Secretary of a proposed nomination shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director, ( A ) the name, age, business address and residence address of the person, ( B ) the principal occupation or employment of the person, ( C ) the class , series and number of all shares of stock of the Company which are owned beneficially or of record by such person, and ( D) any other information relating to the person that is required to be disclosed in a proxy statement or other filings required to be made in connection wit h solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as now or hereafter amended (the "Exchange Act");   (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, ( A ) the name and address of such person (including the name and address of such person as they appear on the Corporation's books, as applicable), (B) (1 ) the class , series and number of all shares of stock o f the Company which ar e owned beneficially or of record by such person, (2) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest has been entered into by or on behalf of such person or any of its affiliates or associates with respect to stock of the Company, and (3) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such person or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such person or any of its affiliates or associates or to increase or decrease the voting power or pecuniary or economic interest of such person or any of its affiliates or associates with respect to stock of the Company; (C) a description of all agreements, arrangements or understandings between such person, or any affiliates or associates of such person, and each proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such person; and (D) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act. Such notice shall be accompanied by the executed consent of each nominee t o   being named in the proxy statement as a nominee and to serving as a director if elected and a completed and signed representation and agreement of each nominee as required by the third paragraph of Section 1 of Article III of these bylaws.

 

In addition to the information required or requested pursuant to this Section 3(a) or any other provision of these bylaws, (i) the Company may require any proposed nominee to furnish any other information (A) that may reasonably be requested by the Company to determine whether the nominee would be independent under the rules and listing

 

 


 

 

 

standards of the securities exchanges upon which the stock of the Company is listed or traded, any applicable rules of the Securities and Exchange Commission or any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Company's directors (collectively, the "Independence Standards"), (B) that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such nominee or (C) that may reasonably be requested by the Company to determine the eligibility of such nominee to serve as a director of the Company.

 

Any person providing any information to the Company pursuant to this Section 3(a) shall further update and supplement such information, if necessary, so that all such information shall be true and correct as of the record date for the annual or special meeting, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Company not later than five business days after the later of the record date for the meeting or the date notice of the record date is first publicly disclosed. A stockholder in his or her original notice shall confirm his or her intention to update and supplement the information provided in his or her notice as required in the preceding sentence.

 

Except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Company to nominate and elect a specified number of directors in certain circumstances, no person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in this Section 3(a) or in Section 13 of this Article II and unless qualified under the other provisions of these bylaws. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, he or she shall so declare to the meeting and the defective nomination shall be disregarded , notwithstanding that proxies in respect of such vote may have been received by the Company.  

 

(b )          At an annual meeting of stockholders, only such business (other than nominations for election to the Board, which must comply with the provisions of Article II, Section 3(a) shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting of stockholders, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof) , (ii) otherwise properly brought before the meeting by or at the direction of the Board (or any duly authorized committee thereof) , or (iii) otherwise properly brought before the meeting by a stockholde r of the Company who is a stockholder of record on the date of the giving of the notice provided for in this Section 3(b) and on the record date for the meeting and who complies with the notice procedures set forth in this Section 3 (b).

 

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must give timely notice thereof in proper written form to the Secretary of the Company.   To be timely, such stockholder's notice to the Secretary must be delivered to, or mailed and received at, the principal executive offices of the Company within the time period specified in Section 3(c) of this Article II.  To be in proper written form, such stockholder's notice to the Secretary shall set forth with respect to each matter the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meetin g; (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is being made, (A) the name and address of such person (including the name

 

 


 

 

 

and address of such person as they appear on the Corporation's books, as applicable), (B) the class, series and number of all shares of stock of the Company which are owned beneficially or of record by such person, ( C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest has been entered into by or on behalf of such person or any of its affiliates or associates with respect to stock of the Company, ( D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such person or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such person or any of its affiliates or associates or to increase or decrease the voting power or pecuniary or economic interest of such person or any of its affiliates or associates with respect to stock of the Company; ( E) a description of all agreements, arrangements or understandings between such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to the proposal of such business and any material interest of person or any of its affiliates or associates in such business ; and ( F) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies with respect to business brought at an annual meeting of stockholders pursuant to Regulation 14A under the Exchange Act.  

 

A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3 (b) shall be true and correct as of the record date for the meeting, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Company not later than five business days after the later of the record date for the meeting or the date notice of the record date is first publicly disclosed. A stockholder in his or her original notice shall confirm his or her intention to update and supplement his or her notice as required in the preceding sentence.

 

Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting of stockholders except in accordance with the procedures set forth in this Section 3 (b), provided, however, that nothing in this Section 3 (b) shall be deemed to preclude discussion by any stockholder of any business properly brought before the meeting. If the chairman of the meeting determines that such business was not properly brought before the meeting in accordance with the foregoing procedures, he or she shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted , notwithstanding that proxies in respect of such vote may have been received by the Company. The provisions of this Section 3(b) shall not apply to any stockholder proposal included in the Company's proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act. Matters to be voted on at a special meeting shall be governed by Section 4 of this Article II and shall be limited to the matters set forth in the notice of the meeting given by or at the direction of the Board (or any duly authorized committee thereof).

 

(c)          To be timely, a stockholder's notice of a  nomination proposed to be made pursuant to clause (iii) of the first paragraph of Section 3(a) this Article II, whether for an annual meeting or a special meeting called for the purpose of electing directors, or of other business proposed to brought before an annual meeting pursuant to clause (iii) of the first paragraph of Section 3(b) this Article II, must be delivered to, or mailed and received at,

 

 


 

 

 

the principal executive offices of the Company, (i) in the case of an annual meeting of stockholders , not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annua l meeting of stockholders ; provided, however, that in the event that the annual meeting is called for a date that is not within 25 days before or after such anniversary date , notice by the stockholder to be timely must be so received not later than the close of business on the 15th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs ; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 15th day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the public disclosure of an adjournment or postponement of a stockholder meeting commence a new time period for the giving of a stockholder's notice as described above .

 

(d)          Notwithstanding anything to the contrary set forth herein, if the stockholder giving a notice of a nomination proposed to be made pursuant to clause (iii) of the first paragraph of Section 3(a) this Article II, whether for an annual meeting or a special meeting called for the purpose of electing directors, or of other business proposed to brought before an annual meeting pursuant to clause (iii) of the first paragraph of Section 3(b) this Article II, or a qualified representative of such stockholder, does not appear at the meeting to present such nomination or business, such nomination or business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Company.

 

Section 4.  SPECIAL MEETINGS. 

 

(a)          Special meetings of the stockholders may be called by (i) the Chairman, (ii) the Chief Executive Officer or (iii) resolution of the Board of Directors, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix. Stockholders' ability to cause a special meeting to be held is described in Section 4(b) below.

 

(b)          Subject to the provisions of this Section 4(b) and all other applicable sections of these bylaws, a special meeting of stockholders shall be called by the Secretary upon written request in proper form (a "Special Meeting Request") of one or more record holders of shares of stock of the Company representing not less than 25% of the voting power of all outstanding shares of stock of the Company (the "Requisite Percentage") who have held such shares continuously for at least one year prior to the date such request is delivered to the Company (the "One-Year Period"). For purposes of this Section 4(b) and for determining the Requisite Percentage, a stockholder of record or a beneficial owner, as the case may be, shall be deemed to own the shares of stock of the Company that such stockholder or, if such stockholder is a nominee, custodian or other agent that is holding the shares on behalf of another person (the "beneficial owner"), that such beneficial owner would be deemed to own pursuant to Rule 200(b) under the Exchange Act, excluding any shares as to which such stockholder or beneficial owner, as the case may be, does not have the right to vote or direct the vote at the special meeting or as to which such stockholder or beneficial owner, as the case may be, has entered into a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. The Board of Directors shall determine in good faith whether all

 

 


 

 

 

requirements set forth in this Section 4(b) have been satisfied and such determination shall be binding on the Company and its stockholders.

 

(i)           A Special Meeting Request must be delivered by hand or by registered U.S. mail, postage prepaid, return receipt requested, or courier service, postage prepaid, to the attention of the Secretary at the principal executive offices of the Company. A Special Meeting Request shall be valid only if it is signed and dated by each stockholder of record submitting the Special Meeting Request and the beneficial owners, if any, on whose behalf the Special Meeting Request is being made, or such stockholder's or beneficial owner's duly authorized agent (each, a "Requesting Stockholder"), collectively representing the Requisite Percentage, and includes both the information required by Section 4(b)(ii) below and: (A) (x) the class, series and number of all shares of stock of the Company which are owned beneficially or of record by the Requesting Stockholder, (y) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest has been entered into by or on behalf of such Requesting Stockholder with respect to stock of the Company and (z) whether any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such Requesting Stockholder, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such Requesting Stockholder or to increase or decrease the voting power or pecuniary or economic interest of such Requesting Stockholder with respect to stock of the Company; (B) a statement of the specific purpose(s) of the special meeting and the reasons for conducting such business at the special meeting and the text of any resolutions proposed for consideration; (C) an agreement by the Requesting Stockholders to notify the Company promptly in the event of any disposition prior to the record date for the special meeting of shares of the Company owned of record and an acknowledgement that any such disposition shall be deemed to be a revocation of such Special Meeting Request with respect to such disposed shares; and (D) appropriate evidence that the Requesting Stockholders own the Requisite Percentage as of the date on which the Special Meeting Request is delivered to the Secretary and have held such shares continuously for the One-Year Period; provided, however, that if the Requesting Stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the Secretary within 10 days after the date on which the Special Meeting Request is delivered to the Secretary) that the beneficial owners on whose behalf the Special Meeting Request is made beneficially own the Requisite Percentage as of the date on which such Special Meeting Request is delivered to the Secretary and have held such shares continuously for the One-Year Period. In addition, the Requesting Stockholders and the beneficial owners, if any, on whose behalf the Special Meeting Request is being made shall (x) further update and supplement the information provided in the Special Meeting Request, if necessary, so that the information provided or required to be provided therein shall be true and correct as of the record date for the special meeting, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company not later than five business days after the later of the record date for

 

 


 

 

 

the meeting or the date notice of the record date is first publicly disclosed and (y) promptly provide any other information reasonably requested by the Company.

 

(ii)        In addition to compliance with Section 4(b)(i), to be valid, a Special Meeting Request shall also include as to each Soliciting Stockholder (defined below): (A) in the case of any director nominations proposed to be presented at the special meeting, the information required by Section 3(a) of this Article II; and (B) in the case of any matter (other than a director nomination) proposed to be conducted at the special meeting, the information that would be required by Section 3(b) of this Article II in order to propose at an annual meeting of stockholders the matters proposed to be brought before the special meeting. "Soliciting Stockholder" shall mean, with respect to any Special Meeting Request, any of the following persons: (x) if the number of stockholders signing the Special Meeting Request delivered to the Company pursuant to Section 4(b)(i) is 10 or fewer, each stockholder signing such Special Meeting Request; (y) if the number of stockholders signing the Special Meeting Request delivered to the Company pursuant to Section 4(b)(i) is more than 10, each person who either was a participant in any solicitation of such Special Meeting Request or, at the time of the delivery to the Company of the Special Meeting Request, had engaged or intended to engage in any solicitation of proxies for the calling of such special meeting or for use at such special meeting (other than a solicitation of proxies on behalf of the Company); or (z) any affiliate of a person described in (x) or (y) above.

 

(iii)       A Special Meeting Request shall not be valid, and a special meeting requested by stockholders shall not be held, if: (A) the Special Meeting Request does not comply with this Section 4(b); (B) the Special Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law; (C) the Special Meeting Request is delivered during the period commencing 120 days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders and ending on the earlier of (x) the date of the next annual meeting and (y) 30 days after the first anniversary of the date of the previous annual meeting; (D) an identical or substantially similar item (as determined in good faith by the Board, a "Similar Item"), other than the election of directors, was presented at an annual or special meeting of stockholders held not more than 12 months before the Special Meeting Request is delivered; (E) a Similar Item was presented at an annual or special meeting of stockholders held not more than 120 days before the Special Meeting Request is delivered (and, for purposes of this clause (E), the election of directors shall be deemed to be a "Similar Item" with respect to all items of business involving the election or removal of directors, changing the size of the Board of Directors and the filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors); (F) a Similar Item is included in the Company's notice of meeting as an item of business to be brought before an annual or special meeting of stockholders that has been called but not yet held or that is called for a date within 120 days of the receipt by the Company of a Special Meeting Request (and, for purposes of this clause (F), the election of directors shall be deemed to be a "Similar Item" with respect to all items of business involving the election or removal of directors, changing the size of the Board of Directors and the filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors); or (G) the Special

 

 


 

 

 

Meeting Request was made in a manner that involved a violation of Regulation 14A under the Exchange Act, or other applicable law.

 

(iv)            Special meetings of stockholders called pursuant to this Section 4(b) shall be held at such place, on such date, and at such time as the Board of Directors shall fix; provided, however, that the special meeting shall not be held more than 120 days after receipt by the Company of a valid Special Meeting Request.

 

(v)       The Requesting Stockholders may revoke a Special Meeting Request by written revocation delivered to the Secretary at the principal executive offices of the Company at any time prior to the special meeting. If, following such revocation (or deemed revocation pursuant to clause (C) of Section 4(b)(i)), there are unrevoked requests from Requesting Stockholders holding in the aggregate less than the Requisite Percentage, the Board, in its discretion, may cancel the special meeting.

 

(vi)       If none of the Requesting Stockholders appear or send a duly authorized agent to present the business to be presented for consideration specified in the Special Meeting Request, the Company need not present such business for a vote at the special meeting, notwithstanding that proxies in respect of such matter may have been received by the Company.

 

Business transacted at any special meeting called pursuant to this Section 4(b) shall be limited to (A) the purpose(s) stated in the valid Special Meeting Request received from the Requisite Percentage of stockholders and (B) any additional matters that the Board determines to include in the Company's notice of the special meeting.

 

Section 5.  NOTICE OF MEETINGS.  Written , printed or electronic notice of each meeting of stockholders, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally , by mail or, in the case of stockholders who have consented to such delivery, by electronic transmission , by or at the direction of the Chairman or the Secretary to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his or her address as it appears on the stock transfer books of the Company, with postage thereon prepaid. Notice given by electronic transmission will be deemed given: (A) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive such notice, (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive such notice, (C) if by a posting on an electronic network, together with a separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder in the manner consented to by the stockholder.

 

Any consent to delivery by electronic transmission shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if (i) the Company is unable to deliver by electronic transmission two consecutive notices by the Company in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

 

 


 

 

 

 

Attendance of a person at a meeting of stockholders, in person or by proxy, constitutes a waiver of notice of the meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

 

Section 6.  FIXING OF RECORD DATES.  In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

Section 7.  VOTING LIST.  The Secretary shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and subject to the inspection of any stockholder who may be present.

 

Section 8.  QUORUM AND ADJOURNED MEETINGS. The holders of a majority of the shares entitled to vote at any meeting of stockholders, present in person or by proxy, shall constitute a quorum at such meeting except as otherwise provided by statute. Whenever a quorum shall be present at any meeting all matters shall be decided by vote of the holders of a majority of the shares present, unless otherwise provided by statute, the certificate of incorporation, or Section 2 of Article III or any other provisions of these bylaws.

 

Meetings of stockholders may be adjourned from time to time for any reason and, if a quorum shall not be present, the holders of the shares entitled to vote present in person or by proxy, may so adjourn the meeting. When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken except that, if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Company may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than at the meeting, until a quorum shall be present.

 

Section 9.  VOTING AT MEETINGS.  Unless otherwise required by law, the certificate of incorporation or these bylaws, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power

 

 


 

 

 

held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

Section 10.  ORGANIZATION. The Chairman shall preside at all meetings of the stockholders. In the absence or inability to act of the Chairman, the Vice Chairman, the President or an Executive Vice President (in that order) shall preside, and in their absence or inability to act another person designated by one of them shall preside. The Secretary of the Company shall act as secretary of each meeting of the stockholders. In the event of his or her absence or inability to act, the chairman of the meeting shall appoint a person who need not be a stockholder to act as secretary of the meeting.

 

Section 11.  INSPECTORS OF VOTING. Except as otherwise provided by statute, the Chairman or in his or her absence the chairman of the meeting, shall appoint inspectors of voting for each meeting of stockholders.

 

Section 12.  MEETING PROCEDURES.  Meetings of the stockholders shall be conducted in a fair manner but need not be governed by any prescribed rules of order. The presiding officer's rulings on procedural matters shall be final. The presiding officer is authorized to impose reasonable time limits on the remarks of individual stockholders and may take such steps as such officer may deem necessary or appropriate to assure that the business of the meeting is conducted in a fair and orderly manner.

 

Section 13.  PROXY ACCESS FOR DIRECTOR NOMINATIONS.

 

(a)       Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of stockholders, subject to the provisions of this Section 13, the Company shall include in its proxy statement for such annual meeting, in addition to any persons nominated for election by or at the direction of the Board of Directors (or any duly authorized committee thereof), the name, together with the Required Information (as defined below), of any person nominated for election to the Board of Directors by an Eligible Stockholder pursuant to and in accordance with this Section 13 (a "Stockholder Nominee").  For purposes of this Section 13, the "Required Information" that the Company will include in its proxy statement is (i) the information provided to the secretary of the Company concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Company's proxy statement pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) if the Eligible Stockholder so elects, a Supporting Statement (as defined in Section 13(h)).  For the avoidance of doubt, nothing in this Section 13 shall limit the Company's ability to solicit against any Stockholder Nominee or include in its proxy materials the Company's own statements or other information relating to any Eligible Stockholder or Stockholder Nominee, including any information provided to the Company pursuant to this Section 13.  Subject to the provisions of this Section 13, the name of any Stockholder Nominee included in the Company's proxy statement for an annual meeting of stockholders shall also be set forth on the form of proxy distributed by the Company in connection with such annual meeting.

(b)          In addition to any other applicable requirements, for a nomination to be made by an Eligible Stockholder pursuant to this Section 13, the Eligible Stockholder must give timely notice thereof (a "Notice of Proxy Access Nomination") in proper written form to the Secretary of the Company and must expressly request in the Notice of Proxy Access Nomination to have such nominee included in the Company's proxy materials pursuant

 

 


 

 

 

to this Section 13.  To be timely, the Notice of Proxy Access Nomination must be delivered to, or mailed and received at, the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the anniversary of the date that the Company first distributed its proxy statement to stockholders for the immediately preceding annual meeting of stockholders.  In no event shall the public disclosure of an adjournment or postponement commence a new time period for the giving of a Notice of Proxy Access Nomination pursuant to this Section 13. 

(c)       The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be included in the Company's proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (i) two or (ii) 20% of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Section 13 (the "Final Proxy Access Nomination Date") or, if such amount is not a whole number, the closest whole number below 20% (such greater number, as it may be adjusted pursuant to this Section 13(c), the "Permitted Number").  In the event that one or more vacancies for any reason occurs on the Board of Directors after the Final Proxy Access Nomination Date but before the date of the annual meeting and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced.  In addition, the Permitted Number shall be reduced by (i) the number of individuals who will be included in the Company's proxy materials as nominees recommended by the Board of Directors pursuant to an agreement, arrangement or other understanding with a stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of stock from the Company by such stockholder or group of stockholders) and (ii) the number of directors in office as of the Final Proxy Access Nomination Date who were included in the Company's proxy materials as Stockholder Nominees for any of the two preceding annual meetings of stockholders (including any persons counted as Stockholder Nominees pursuant to the immediately succeeding sentence) and whose re-election at the upcoming annual meeting is being recommended by the Board of Directors.  For purposes of determining when the Permitted Number has been reached, any individual nominated by an Eligible Stockholder for inclusion in the Company's proxy materials pursuant to this Section 13 whose nomination is subsequently withdrawn or whom the Board of Directors decides to nominate for election to the Board of Directors shall be counted as one of the Stockholder Nominees.  Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Company's proxy materials pursuant to this Section 13 shall rank such Stockholder Nominees based on the order in which the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Company's proxy materials in the event that the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 13 exceeds the Permitted Number.  In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 13 exceeds the Permitted Number, the highest ranking Stockholder Nominee who meets the requirements of this Section 13 from each Eligible Stockholder will be selected for inclusion in the Company's proxy materials until the Permitted Number is reached, going in order of the amount (largest to smallest) of shares of common stock of the Company each Eligible Stockholder disclosed as Owned in its Notice of Proxy Access Nomination.  If the Permitted Number is not reached after the highest ranking Stockholder Nominee who meets the requirements of this Section 13 from each Eligible Stockholder has been selected, then the next highest ranking Stockholder Nominee who meets the requirements of this Section 13 from each Eligible

 

 


 

 

 

Stockholder will be selected for inclusion in the Company's proxy materials, and this process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached.  Notwithstanding anything to the contrary contained in this Section 13, the Company shall not be required to include any Stockholder Nominees in its proxy materials pursuant to this Section 13 for any meeting of stockholders for which the secretary of the Company receives a notice (whether or not subsequently withdrawn) that a stockholder intends to nominate one or more persons for election to the Board of Directors pursuant to clause (iii) of the first paragraph of Section 3(a) this Article II. 

(d)          An "Eligible Stockholder" is a stockholder or group of no more than 20 stockholders (counting as one stockholder, for this purpose, any two or more funds that are part of the same Qualifying Fund Group (as defined below)) that (i) has Owned (as defined in Section 13(e)) continuously for at least three years (the "Minimum Holding Period") a number of shares of common stock of the Company that represents at least three percent of the outstanding shares of common stock of the Company as of the date the Notice of Proxy Access Nomination is delivered to, or mailed and received at, the principal executive offices of the Company in accordance with this Section 13 (the "Required Shares"), (ii) continues to Own the Required Shares through the date of the annual meeting and (iii) meets all other requirements of and complies with all of the procedures set forth in this Section 13.  A "Qualifying Fund Group" means two or more funds that are (A) under common management and investment control, (B) under common management and funded primarily by the same employer or (C) a "group of investment companies" as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended.  Whenever the Eligible Stockholder consists of a group of stockholders (including a group of funds that are part of the same Qualifying Fund Group), (1) each provision in this Section 13 that requires the Eligible Stockholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each stockholder (including each individual fund) that is a member of such group to provide such statements, representations, undertakings, agreements or other instruments and to meet such other conditions (except that the members of such group may aggregate the shares that each member has Owned continuously for the Minimum Holding Period in order to meet the three percent Ownership requirement of the "Required Shares" definition) and (2) a breach of any obligation, agreement or representation under this Section 13 by any member of such group shall be deemed a breach by the Eligible Stockholder.  No stockholder may be a member of more than one group of stockholders constituting an Eligible Stockholder with respect to any annual meeting. 

(e)          For purposes of this Section 13, a stockholder shall be deemed to "Own" only those outstanding shares of common stock of the Company as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (A) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (B) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell, or (C) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar instrument or agreement entered into by such stockholder or any of its affiliates, whether any such

 

 


 

 

 

instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Company, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder's or its affiliates' full right to vote or direct the voting of any such shares and/or (2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or affiliate.  A stockholder shall "Own" shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares.  A stockholder's Ownership of shares shall be deemed to continue during any period in which (i) the stockholder has loaned such shares, provided that the stockholder has the power to recall such loaned shares on five business days' notice and includes in the Notice of Proxy Access Nomination an agreement that it (A) will promptly recall such loaned shares upon being notified that any of its Stockholder Nominees will be included in the Company's proxy materials and (B) will continue to hold such recalled shares through the date of the annual meeting or (ii) the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder.  The terms "Owned," "Owning" and other variations of the word "Own" shall have correlative meanings.  Whether outstanding shares of common stock of the Company are "Owned" for these purposes shall be decided by the Board of Directors.

(f)        To be in proper written form, the Notice of Proxy Access Nomination shall set forth or be accompanied by the following: 

(i)           a statement by the Eligible Stockholder (A) setting forth and certifying as to the number of shares it Owns and has Owned continuously for the Minimum Holding Period, (B) agreeing to continue to Own the Required Shares through the date of annual meeting, (C) indicating whether it intends to continue to own the Required Shares for at least one year following the annual meeting and (D) confirming its intention to notify the Company of any defects in, and otherwise update and supplement, the information provided to the Company pursuant to this Section 13 as required by Section 13(i); 

(ii)        one or more written statements from the record holder of the Required Shares (and from each intermediary through which the Required Shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven calendar days prior to the date the Notice of Proxy Access Nomination is delivered to, or mailed and received at, the principal executive offices of the Company, the Eligible Stockholder Owns, and has Owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Stockholder's agreement to provide, within five business days following the later of the record date for the annual meeting or the date notice of the record date is first publicly disclosed, one or more written statements from the record holder and such intermediaries verifying the Eligible Stockholder's continuous Ownership of the Required Shares through the record date; 

(iii)       a copy of the Schedule 14N that has been or is concurrently being filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act; 

 

 


 

 

 

(iv)       the information, representations, agreements and other documents that would be required to be set forth in or included with a stockholder's notice of a nomination proposed to be made pursuant to clause (iii) of the first paragraph of Section 3(a) this Article II (including the executed consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected and a completed and signed representation and agreement of each Stockholder Nominee as required by the third paragraph of Section 1 of Article III of these bylaws); 

(v)          the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N; 

(vi)       a representation that the Eligible Stockholder (A) did not acquire, and is not holding, any securities of the Company for the purpose or with the intent of changing or influencing control of the Company, (B) has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Stockholder Nominee(s) it is nominating pursuant to this Section 13, (C) has not engaged and will not engage in, and has not and will not be a "participant" in another person's, "solicitation" within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors, (D) has not distributed and will not distribute to any stockholder of the Company any form of proxy for the annual meeting other than the form distributed by the Company, (E) has complied and will comply with all laws, rules and regulations applicable to solicitations and the use, if any, of soliciting material in connection with the annual meeting and (F) has provided and will provide facts, statements and other information in all communications with the Company and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; 

(vii)      an undertaking that the Eligible Stockholder agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder's communications with the stockholders of the Company or out of the information that the Eligible Stockholder provided to the Company, (B) indemnify and hold harmless the Company and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 13 or any solicitation or other activity in connection therewith and (C) file with the Securities and Exchange Commission any solicitation or other communication with the stockholders of the Company relating to the meeting at which its Stockholder Nominee(s) will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act; 

 

 

 


 

 

 

(viii)        in the case of a nomination by an Eligible Stockholder consisting of a group of stockholders, the designation by all group members of one member of the group that is authorized to receive communications, notices and inquiries from the Company and to act on behalf of all members of the group with respect to all matters relating to the nomination under this Section 13 (including withdrawal of the nomination); and

(ix)            in the case of a nomination by an Eligible Stockholder consisting of a group of stockholders in which two or more funds are intended to be treated as one stockholder for purposes of qualifying as an Eligible Stockholder, documentation reasonably satisfactory to the Company that demonstrates that the funds are part of the same Qualifying Fund Group. 

(g)          In addition to the information required or requested pursuant to Section 13(f) or any other provision of these bylaws, (i) the Company may require any proposed Stockholder Nominee to furnish any other information (A) that may reasonably be requested by the Company to determine whether the Stockholder Nominee would be independent under the Independence Standards, (B) that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such Stockholder Nominee or (C) that may reasonably be requested by the Company to determine the eligibility of such Stockholder Nominee to be included in the Company's proxy materials pursuant to this Section 13 or to serve as a director of the Company, and (ii) the Company may require the Eligible Stockholder to furnish any other information that may reasonably be requested by the Company to verify the Eligible Stockholder's continuous Ownership of the Required Shares for the Minimum Holding Period and through the date of the annual meeting. 

(h)       The Eligible Stockholder may, at its option, provide to the Secretary of the Company, at the time the Notice of Proxy Access Nomination is provided, a written statement, not to exceed 500 words, in support of its Stockholder Nominee(s)' candidacy (a "Supporting Statement").  Only one Supporting Statement may be submitted by an Eligible Stockholder (including any group of stockholders together constituting an Eligible Stockholder) in support of its Stockholder Nominee(s).  Notwithstanding anything to the contrary contained in this Section 13, the Company may omit from its proxy materials, or may supplement or correct, any information, including all or any portion of a Supporting Statement, if the Board of Directors in good faith determines that (A) such information is not true and correct in all material respects or omits to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, (B) such information directly or indirectly impugns character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person, or (C) the inclusion of such information in the Company's proxy materials would otherwise violate the proxy rules of the Securities and Exchange Commission or any other applicable law, rule or regulation. 

(i)           In the event that any information or communications provided by an Eligible Stockholder or a Stockholder Nominee to the Company or its stockholders is not, when provided, or thereafter ceases to be true and correct in all material respects or omits to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, such Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of the Company of any

 

 


 

 

 

such defect and of the information that is required to correct any such defect.  Without limiting the forgoing, an Eligible Stockholder shall provide immediate notice to the Company if the Eligible Stockholder ceases to Own any of the Required Shares prior to the date of the annual meeting.  In addition, any person providing any information to the Company pursuant to this Section 13 shall further update and supplement such information, if necessary, so that all such information shall be true and correct as of the record date for the annual meeting, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Company not later than five business days following the later of the record date for the annual meeting or the date notice of the record date is first publicly disclosed.  For the avoidance of doubt, no notification, update or supplement provided pursuant to this Section 13(i) or otherwise shall be deemed to cure any defect in any previously provided information or communications or limit the remedies available to the Company relating to any such defect (including the right to omit a Stockholder Nominee from its proxy materials pursuant to this Section 13). 

(j)           Notwithstanding anything to the contrary contained in this Section 13, the Company shall not be required to include in its proxy materials, pursuant to this Section 13, any Stockholder Nominee (i) who would not be an independent director under the Independence Standards, (ii) whose election as a member of the Board of Directors would cause the Company to be in violation of these bylaws, the Certificate of Incorporation, the rules and listing standards of the securities exchanges upon which the stock of the Company is listed or traded, or any applicable law, rule or regulation, (iii) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (iv) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years, (v) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, or (vi) who shall have provided any information to the Company or its stockholders that was untrue in any material respect or that omitted to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading. 

(k)          Notwithstanding anything to the contrary set forth herein, if (i) a Stockholder Nominee and/or the applicable Eligible Stockholder breaches any of its agreements or representations or fails to comply with any of its obligations under this Section 13 or (ii) a Stockholder Nominee otherwise becomes ineligible for inclusion in the Company's proxy materials pursuant to this Section 13, or dies, becomes disabled or otherwise becomes ineligible or unavailable for election at the annual meeting, in each case as determined by the Board of Directors (or any duly authorized committee thereof) or the chairman of the annual meeting, (A) the Company may omit or, to the extent feasible, remove the information concerning such Stockholder Nominee and the related Supporting Statement from its proxy materials and/or otherwise communicate to its stockholders that such Stockholder Nominee will not be eligible for election at the annual meeting, (B) the Company shall not be required to include in its proxy materials any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder and (C) the chairman of the annual meeting shall declare such nomination to be invalid and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Company.  In addition, if the Eligible Stockholder (or a qualified representative thereof) does not appear at the

 

 


 

 

 

annual meeting to present any nomination pursuant to this Section 13, such nomination shall be declared invalid and disregarded as provided in clause (C) above. 

(l)           Any Stockholder Nominee who is included in the Company's proxy materials for a particular annual meeting of stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at the annual meeting, or (ii) does not receive at least 25% of the votes cast in favor of such Stockholder Nominee's election, will be ineligible to be a Stockholder Nominee pursuant to this Section 13 for the next two annual meetings of stockholders.  For the avoidance of doubt, the immediately preceding sentence shall not prevent any stockholder from nominating any person to the Board of Directors pursuant to clause (iii) of the first paragraph of Section 3(a) this Article II. 

(m)      This Section 13 provides the exclusive method for a stockholder to include nominees for election to the Board of Directors in the Company's proxy materials.

 

ARTICLE III ― THE BOARD OF DIRECTORS

 

Section 1.  NUMBER AND QUALIFICATIONS.  The business and affairs of the company shall be under the direction of or managed by a Board of Directors who need not be residents of the State of Delaware or stockholders of the company. The number of directors may be increased or decreased from time to time by resolution of the Board of Directors, provided no decrease shall have the effect of shortening the term of any incumbent director.

 

Persons who are or have been officers of the company, other than persons who hold or have held the offices of chairman, chief executive officer or president, shall not be elected directors of the company for terms beginning after the date they retire from active employment with the company. A director shall retire from the Board effective with the first annual meeting of stockholders following such Director's 75th birthday, except in rare circumstances approved by the Board.

 

In order to be eligible for election or re-election as a director of the Company, a person must deliver to the Secretary at the principal executive offices of the Company a written representation and agreement that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the Company in such representation and agreement or (B) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a director of the Company, with such person's fiduciary duties under applicable law, (ii) is not and will not become a party to (A) any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification (a "Compensation Arrangement") in connection with such person's nomination or candidacy for director that has not been disclosed to the Company in such representation and agreement or (B) any Compensation Arrangement in connection with service or action as a director, (iii) would be in compliance, if elected as a director of the Company, and will comply with the Company's code of business conduct, code of ethics, corporate governance policies, stock ownership and trading policies and guidelines, and any other policies or guidelines of the Company applicable to directors, and (iv) will make such other acknowledgments, enter into such agreements and provide such information as the Board of Directors requires of all

 

 


 

 

 

directors, including promptly submitting all completed and signed questionnaires required of the Company's directors.  The written representation and agreement provided for in this Section 3 shall be in addition to any representations, agreements, certifications and information that a person seeking election or re-election as a director of the Company must deliver or submit to the Company or any officer of the Company under any other provision of these bylaws, the Certificate of Incorporation or any applicable law, rule or regulation.

 

Section 2.  ELECTION.  The directors shall be elected as specified in the Certificate of Incorporation at the annual meeting of stockholders, except as provided in Section 3 of this Article and except as required under the terms of any preferred shares, and each director elected shall hold office during the term for which he or she is elected and until his or her successor is elected and qualified, subject to prior death, resignation, retirement or removal from office. Any director elected after the 2010 annual meeting of stockholders may be removed from office with or without cause.

 

Except as provided in Section 3 of this Article, each director shall be elected by the vote of the majority of the votes cast with respect to that director's election at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees at any such meeting exceeds the number of directors to be elected at the meeting, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section, a majority of the votes cast means that the number of shares voted "for" a director must exceed the number of votes cast "against" that director. If a nominee for director is not elected and that nominee is an incumbent director, the director shall promptly tender his or her written resignation to the Board, subject to the Board's acceptance. The Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Corporate Governance Committee's recommendation, and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the decision of the Board or the Corporate Governance Committee.

 

Section 3.  VACANCIES.  Except as required by law, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring on the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director so chosen shall serve until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified, subject, however, to such director's prior death, resignation, retirement or removal from office.

 

Section 4.  REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held on at least a quarterly basis. One regular meeting shall be held as soon as practicable following the adjournment of the annual meeting of stockholders, at such time and place within or outside the State of Delaware as may be designated by the Board of Directors. Other regular meetings of the Board of Directors shall be held on such dates and at such places within or outside the State of Delaware as may be designated from time to time by the Board of Directors.

 

Section 5.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be held upon call of the Chairman at any time; special meetings also shall be called by the Chairman or by the Secretary whenever requested by one-third of the directors then in office. Such meetings shall be held at the principal business office of the Company in Rock Island County, Illinois, or at

 

 


 

 

 

any other place either within or outside the State of Delaware as is designated in the call and notice for the meeting.

 

Section 6.  NOTICE OF MEETINGS. No notice of any kind shall be necessary for the regular meeting of the Board of Directors to be held following the annual meeting of stockholders at the principal business office of the Company in Rock Island County, Illinois.

 

Notice of special meetings of the Board of Directors wherever held in the United States other than Alaska or Hawaii, and notice of other regular meetings of the Board of Directors to be held at a place in the United States other than in Alaska or Hawaii shall be given by letter, telegram, cable or radiogram addressed to each director's regular business office and delivered for transmission not later than during the second day immediately preceding the day for such meeting. One day personal, telegraphic or telephonic notice given by the Chairman, Secretary or any other officer, shall be sufficient notice of the calling of a special meeting; provided that such persons may give shorter notice if that is deemed necessary or appropriate under the circumstances provided that the shorter notice is actually received by the director prior to the meeting and provision is made at the meeting for participation by means of telecommunication, as permitted by Section 10 of this Article.

 

Notice of special meetings and of regular meetings of the Board of Directors to be held at a place in Alaska or Hawaii or outside the United States shall be given by letter, telegram, cable or radiogram addressed to each director's regular business office and delivered for transmission not later than during the tenth day immediately preceding the day for such meeting.

 

Notice of any meeting of the Board of Directors for which a notice is required may be waived in writing signed by the person or persons entitled to such notice, whether before or after the time of such meeting, and such waiver shall be equivalent to the giving of such notice. Attendance of a director at any such meeting shall constitute a waiver of notice thereof, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because such meeting is not lawfully convened. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors for which a notice is required need be specified in the notice, or waiver of notice, of such meeting.

 

Section 7.  QUORUM.  A majority of the number of directors in office shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except as otherwise provided by law or these bylaws. During an emergency period following a national catastrophe, due to enemy attack, a majority of the surviving members of the Board of Directors who have not been rendered incapable of acting as the result of physical or mental incapacity or the difficulty of transportation to the place of the meeting shall constitute a quorum for the purpose of filling vacancies in the Board of Directors and among the elected officers of the Company.

 

Section 8.  ORGANIZATION.  The Chairman shall preside at all meetings of the Board of Directors. In the absence or inability to act of the Chairman, the Vice Chairman, the President or an Executive Vice President (in that order) shall preside, and in their absence or inability to act another director designated by one of them shall preside.

 

Section 9.  ACTIONS BY WRITTEN CONSENT.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board

 

 


 

 

 

or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or such committee.

 

Section 10.  MEETINGS BY MEANS OF TELECOMMUNICATION.  Members of the Board of Directors of the Company, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

 

Section 11.  INTERESTED DIRECTORS:  QUORUM.

 

(a)          No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if:

 

(1)       The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

 

(2)       The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

 

(3)       The contract or transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof or the shareholders.

 

(b)          Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

 

Section 12.  COMPENSATION.  The Board of Directors, by the affirmative vote of a majority of the whole Board, and irrespective to any personal interest of its members, shall provide reasonable compensation of all directors for services, ordinary or extraordinary, to the Company as directors, officers or otherwise. Directors shall be paid their actual expenses of attendance at each meeting of the Board of Directors and committees thereof.

 

 

ARTICLE IV ― EXECUTIVE COMMITTEE

 

Section 1.  DESIGNATION AND MEMBERS.  During the intervals between meetings of the Board of Directors and subject to such limitations as may be imposed by law and these bylaws, an Executive Committee shall have and may exercise all of the authority of the Board of

 

 


 

 

 

Directors in the management of the business and affairs of the Company. The membership of such Executive Committee shall include the Chairman and such other directors as are designated by the Board of Directors at the recommendation of the Chairman.

 

This designation of the Executive Committee and the delegation of authority granted to it shall not operate to relieve the Board of Directors, or any director, of any responsibility imposed upon it or him or her by law. No member of the Executive Committee shall continue to be a member thereof after he or she ceases to be a director of the Company.

 

Section 2.  LIMITATION OF POWERS.  Neither the Executive Committee, nor any other Board Committee, shall have the authority of the Board of Directors in reference to amending the certificate of incorporation; adopting an agreement of merger or consolidation with another corporation or corporations; amending, altering or repealing the bylaws; electing or removing the Chairman, Vice Chairman, President, any Executive Vice President or any Senior Vice President; declaring dividends; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee. Nor, unless specifically authorized by the Board of Directors, shall the Executive Committee have the authority of the Board of Directors in reference to incurring indebtedness for a term of longer than one year except that this limitation shall not apply to indebtedness of up to five years which (i) do not involve registration with the Securities & Exchange Commission and (ii) do not result in a total of indebtedness of $50,000,000 for a term longer than one year to any one lender, nor shall this limitation apply to the guaranty of an indebtedness which runs longer than one year.

 

In any resolution of the Board of Directors providing for action to be taken or approval to be given by, or a report to be made to, the Board, the term "Board of Directors" standing alone shall not be deemed to mean the Executive Committee.

 

All minutes of meetings of the Executive Committee shall be submitted to the next succeeding meeting of the Board of Directors, provided that no rights other than those of the Company shall be affected by any revision or alteration by the Board of Directors of actions of the Executive Committee.

 

Section 3.  PROCEDURE, MEETINGS, QUORUM.  The Chairman shall preside at all meetings of the Executive Committee. In the absence or inability to act of the Chairman, the Vice Chairman, the President or an Executive Vice President (in that order) shall preside, and in their absence or inability to act another member designated by one of them shall preside.

 

The Executive Committee shall keep a record of its acts and proceedings.

 

Meetings of the Executive Committee shall be called at the request of any member of the Committee with the concurrence of the Chairman, or in the event of his or her absence or inability to act, the Vice Chairman, or in the event of the Vice Chairman's absence or inability to act, the President or an Executive Vice President of the Company, in the order of their availability. Such meeting shall be held at such location as shall be stated in the notice for such meetings.

 

Meetings of the Executive Committee may be held upon notice given by word of mouth or written notice delivered during regular business hours to the office of each member or at other times to his or her residence. In the case of a meeting held at the principal business office of the Company in Rock Island County, Illinois, such notice may be given at any time prior to said

 

 


 

 

 

meeting. In the case of a meeting held at any place in the United States other than the principal business office and other than Alaska or Hawaii, such notice may be given 48 hours prior to said meeting. In the case of a meeting held in Alaska or Hawaii or elsewhere outside the United States, such notice may be given four days prior to said meeting.

 

A majority of the members of the Executive Committee shall constitute a quorum for the transaction of any business, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Executive Committee.

 

 

ARTICLE V ― BOARD COMMITTEES OTHER THAN THE EXECUTIVE COMMITTEE

 

Section 1.  GENERAL PROVISIONS.  The Board of Directors may from time to time establish such committees of the Board as it shall deem appropriate in addition to the Executive Committee. The resolution establishing each such committee shall state its powers and duties and the number of directors who shall be members. The membership of and committee chairman of each such committee shall be designated by the Board of Directors upon the recommendation of the Chairman. No such committee of the Board shall exercise any of the powers of the Board other than those set forth in such resolution establishing the committee, as such resolution may be amended from time to time.

 

Section 2.  PROCEDURES, MEETINGS, QUORUM. Meetings of such Board committees may be held on call of the Chairman of the committee or upon call issued by the Secretary of the Company at the request of a majority of the committee.

 

Unless stated otherwise in the resolution establishing a committee, a majority of the members shall constitute a quorum for the conduct of business.

 

Meetings of such Board committees may be held at such place as may be designated in the notice of meeting. Notice of meetings shall be given by the Secretary of the Company and shall be by word of mouth delivered to the office of the committee member not later than the third day before the meeting or in writing or by telegram mailed or sent not later than the fourth day before the meeting. The notice need not specify the business to be conducted at a meeting.

 

 

ARTICLE VI ― THE OFFICERS

 

Section 1.  NUMBER AND QUALIFICATIONS.  The principal corporate officers of the Company shall consist of a Chairman, a Chief Executive Officer, a President, a Secretary, and a Treasurer; and the Company may have a Vice Chairman, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a General Counsel, a Comptroller and such other corporate officers and assistant officers as may be elected or appointed pursuant to these bylaws. The Chairman, Vice Chairman and Chief Executive Officer shall be chosen from among the directors, but no other officer need be a director. The Company may also have such divisional officers as may be elected or appointed pursuant to these bylaws. Any number of offices may be held by the same person.

 

Section 2.  GENERAL DUTIES.  All corporate and any divisional officers so designated by the Board of Directors or the Chairman ("Designated Divisional Officers"), shall have such authority and perform such duties as officers of the Company as may be provided by or delegated in accordance with Sections 7 through 16 of these bylaws, or as may be determined by resolution

 

 


 

 

 

of the Board of Directors not inconsistent with these bylaws. All agents and employees of the Company not elected by the Board of Directors may be appointed by the Chairman or by persons authorized by him or her to do so, to serve for such time and to have such duties as the appointing authority may determine from time to time.

 

Section 3.  ELECTION AND TERM OF OFFICE. All corporate officers and each Designated Divisional Officer shall be elected annually by the Board of Directors at its regular meeting in February of each year. Each such corporate and divisional officer shall hold office for one year and until his or her successor is elected and qualified, or until he or she shall have resigned, or shall have been removed in the manner provided in Section 4.

 

Section 4.  REMOVAL.  Any corporate or divisional officer may be removed by the Board of Directors, and any corporate officer below the rank of Senior Vice President or divisional officer other than a Designated Divisional Officer may be removed by the Chairman, whenever in the judgment of the Board or the Chairman, respectively, the interests of the Company will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person removed. Election of an officer shall not of itself create contract rights.

 

Section 5.  RESIGNATIONS.  Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairman. Such resignation shall take effect at the time specified therein and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 6.  VACANCIES.  The Board of Directors may at any time create and fill new offices and may at any time fill the unexpired portion of the term of any vacant office. In addition, as to any corporate office below the rank of Senior Vice President, or any divisional office below the rank of Designated Divisional Officer, the Chairman may at any time create and fill new offices and may at any time fill the unexpired term of any such office.

 

Section 7.  CHAIRMAN. The Chairman, when present, shall preside at all meetings of the stockholders, of the Board of Directors and of the Executive Committee. He or she may call special meetings of the stockholders and of the Board of Directors.

 

Section 8.  VICE CHAIRMAN.  The Vice Chairman shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the Chairman may from time to time delegate to him or her. In the absence or inability to act of the Chairman, the Vice Chairman shall perform the duties of the Chairman.

 

Section 9.  CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have the active executive management of the operations of the Company, and shall see that the orders and resolutions of the Board of Directors and of the Executive Committee are carried into effect. He or she shall have power to execute in the name of the Company all bonds, contracts, other obligations and property conveyances which are duly authorized, and he or she shall have all the powers and perform all duties devolving upon him or her by law and as chief executive officer of the Company.  From time to time he or she shall bring to the attention of the Board of Directors such information or recommendations concerning the business and affairs of the Company as he or she may deem necessary or appropriate. In the absence or inability to act of both the Chairman and the Vice Chairman, the Chief Executive Officer shall perform the duties of the Chairman.

 

 

 


 

 

 

Section 10.  PRESIDENT.  The President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the Chief Executive Officer may from time to time delegate to him or her. In the absence or inability to act of the Chairman, the Vice Chairman and the Chief Executive Officer, the President shall perform the duties of Chairman.

 

Section 11.  EXECUTIVE VICE PRESIDENTS.  Each Executive Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the Chairman or Chief Executive Officer may from time to time delegate to him or her. In the absence or inability to act of the Chairman, the Vice Chairman, the Chief Executive Officer and the President, an Executive Vice President present shall act as the chief executive officer of the Company and shall perform the duties of the Chairman.

 

Section 12.  SENIOR VICE PRESIDENTS.  Each Senior Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the Chairman or Chief Executive Officer may from time to time delegate to him or her. In the absence or inability to act of the Chairman, the Vice Chairman, the Chief Executive Officer, the President and Executive Vice Presidents, the duties of the Chairman shall be performed by a Senior Vice President present, acting in such order of priority as shall be designated by the Chairman.

 

Section 13.  VICE PRESIDENTS.  Each Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the Chairman may from time to time delegate to him or her.

 

Section 14.  SECRETARY. The Secretary shall act as secretary of all meetings of the stockholders, the Board of Directors and the Executive Committee. he or she shall prepare and keep or cause to be kept in books provided for the purpose minutes of all meetings of the stockholders, the Board of Directors and the Executive Committee; shall see that all notices are duly given in accordance with the provisions of these bylaws and as required by law, shall be custodian of the records and of the seal of the Company and see that the seal is affixed to all documents, the execution of which on behalf of the Company under its seal is duly authorized and, in general, he or she shall perform all duties incident to the office of Secretary and as required by law and such other duties as may be assigned to him or her from time to time by the Board of Directors or by the Chairman.

 

Each Assistant Secretary (if one or more Assistant Secretaries be elected) shall assist the Secretary in his or her duties and shall perform such other duties as the Board of Directors may prescribe from time to time, or the Chairman or the Secretary may delegate to him or her from time to time. In the event of the absence or inability to act of the Secretary, his or her duties shall be performed by an Assistant Secretary designated by the Chairman.

 

Section 15.  TREASURER.  The Treasurer shall have charge and custody of, and be responsible for, all moneys, notes and securities in the possession of the Company, and deposit all funds in the name of the Company in such banks, trust companies or other depositories as he or she may select; shall receive, and give receipts for, moneys due and payable to the Company from any source whatsoever; and, in general, he or she shall perform all the duties incident to the office of Treasurer and as required by law and such other duties as may be assigned to him or her from time to time by the Board of Directors or by the Chairman.

 

 

 


 

 

 

Each Assistant Treasurer (if one or more Assistant Treasurers be elected) shall assist the Treasurer in his or her duties and shall perform such other duties as the Board of Directors may prescribe from time to time, or the Chairman or the Treasurer may delegate to him or her from time to time. In the event of the absence or inability to act of the Treasurer, his or her duties shall be performed by an Assistant Treasurer designated by the Chairman.

 

Section 16.  GENERAL COUNSEL.  The General Counsel shall be the chief legal advisor of the Company as to all matters affecting the Company and its business and, in general, he or she shall perform all the duties incident to the office of General Counsel and such other duties as may be assigned to him or her from time to time by the Board of Directors or by the Chairman.

 

Section 17.  COMPTROLLER.  The Comptroller shall direct the preparation and maintenance, on a current basis, of such accounting books, records and reports as may be necessary to permit the directors, officers and executives of the Company to exercise adequate planning and control of the business of the Company or as may be required by law; and in general, he or she shall perform all the duties incident to the office of Comptroller and such other duties as may be assigned to him or her from time to time by the Board of Directors or by the Chairman.

 

 

ARTICLE VII ― ACTS WITH RESPECT TO SECURITIES OWNED

 

Section 1.  ACTS WITH RESPECT TO SECURITIES OWNED.  Subject always to the specific directions of the Board of Directors, the Chairman, the Vice Chairman, the President, an Executive Vice President, a Senior Vice President, a Vice President, or the Treasurer on behalf of the Company may exercise all the rights, powers and privileges of ownership, including the right to vote, by proxy or otherwise, any security or securities owned by the Company (including reacquired shares of capital stock of the Company). The endorsement of such officers may be attested by the Secretary or an Assistant Secretary either with or without affixing thereto the corporate seal.

 

 

ARTICLE VIII ― OTHER PROVISIONS

 

Section 1.  CERTIFICATES OF STOCK.  The shares of the corporation may be represented by a certificate or may be uncertificated. Certificates to evidence ownership of stock of the Company shall be in such form as the Board of Directors shall from time to time approve. The Chairman, President, Chief Financial Officer or the Treasurer is authorized to appoint a transfer agent and registrar for the stock of the Company and to make all other appointments of agents related to the stock of the Company. The Chairman, President, Chief Financial Officer or the Treasurer may adopt such regulations concerning the authority and duties of the transfer agent and registrar, the transfer and registration of certificates of stock and the substitution or replacement of lost, stolen, destroyed or mutilated certificates as such officer shall see fit.

 

Section 2.  LOANS.  The Company may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Company or of any of its subsidiaries, including any officer or employee who is a director of the Company or of any of its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the Company. The loan, guaranty or other assistance may be

 

 


 

 

with or without interest and may be unsecured or secured in such manner as the Board of Directors shall approve including, without limitation, a pledge of shares of stock of the Company.

 

Section 3.  AMENDMENT OF BYLAWS.  In addition to such power of amendment as is vested by law in the shareholders, the Board of Directors is authorized to alter, amend or repeal the bylaws at any meeting of the Board of Directors by the affirmative vote of a majority of the number of directors then in office.

 

Section 4. INTERPRETATION AND APPLICATION OF THE BYLAWS. To the fullest extent permitted by law and except as otherwise expressly provided by these bylaws, the Board of Directors (or any other person or body authorized by the Board of Directors) shall have the power and authority to interpret these bylaws and make any and all determinations necessary or appropriate to apply any provision of these bylaws to any persons, facts or circumstances. Any such interpretation or determination made in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all persons, including the Company and its stockholders.

 

 

ARTICLE IX – INDEMNIFICATION

 

Section 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE COMPANY.  Subject to Section 3 of this Article IX, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

 

Section 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.  Subject to Section 3 of this Article IX, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been

 

 


 

 

 

adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

 

Section 3. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under this Article IX (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article IX, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

 

Section 4. GOOD FAITH DEFINED.  For purposes of any determination under Section 3 of this Article IX, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article IX, as the case may be.

 

Section 5. INDEMNIFICATION BY A COURT.  Notwithstanding any contrary determination in the specific case under Section 3 of this Article IX, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article IX. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article IX, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article IX nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to

 

 


 

 

 

this Section 5 shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

 

Section 6. EXPENSES PAYABLE IN ADVANCE.  Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

 

Section 7. NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Company that indemnification of the persons specified in Section 1 and Section 2 of this Article IX shall be made to the fullest extent permitted by law. The provisions of this Article IX shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article IX but whom the Company has the power or obligation to indemnify under the provisions of the General Corporation Law of Delaware, or otherwise.

 

Section 8. INSURANCE.  The Company may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power or the obligation to indemnify such person against such liability under the provisions of this Article IX.

 

Section 9. CERTAIN DEFINITIONS.  For purposes of this Article IX, references to “the Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article IX shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company as a director, officer, employee or agent.  For purposes of this Article IX, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such

 

 


 

 

 

director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article IX.

 

Section 10. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

Section 11. LIMITATION ON INDEMNIFICATION.  Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article IX), the Company shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company.

 

Section 12. INDEMNIFICATION OF EMPLOYEES AND AGENTS.  The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred in this Article IX to directors and officers of the Company.

 

 

 

* * * * *

 

 


Exhibit 31.1

CERTIFICATIONS

I, Samuel R. Allen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Deere & Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

 

 

Date:

February 28, 2019

 

 

By:

/s/ Samuel R. Allen

 

 

 

 

 

Samuel R. Allen

 

 

 

 

 

Chairman and Chief Executive Officer

 

 

 

 

 

(Principal Executive Officer)

 


Exhibit 31.2

CERTIFICATIONS

I, Rajesh Kalathur, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Deere & Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

 

 

Date:

February 28, 2019

 

 

By:

/s/ Rajesh Kalathur

 

 

 

 

 

Rajesh Kalathur

 

 

 

 

 

Senior Vice President,  Chief Financial Officer and Chief Information Officer

 

 

 

 

 

(Principal Financial Officer and

Principal Accounting Officer)

 


EXHIBIT 32

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 Quarterly Report of Deere & Company (the “Company”) on Form 10-Q for the period ending January 27, 2019, 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 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.

 

 

 

 

February 28, 2019

/s/ Samuel R. Allen

 

Chairman and Chief Executive Officer

 

Samuel R. Allen

 

(Principal Executive Officer)

 

 

 

 

 

February 28, 2019

 

/s/ Rajesh Kalathur

 

Senior Vice President, Chief Financial Officer and

Chief Information Officer

 

Rajesh Kalathur

 

(Principal Financial Officer and

Principal Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Deere & Company and will be retained by Deere & Company and furnished to the Securities and Exchange Commission or its staff upon request.