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DEERE & CO - Quarter Report: 2022 July (Form 10-Q)

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 July 31, 2022

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

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, $1 par value

DE

New York Stock Exchange

6.55% Debentures Due 2028

DE28

New York Stock Exchange

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  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  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.

 

Large accelerated filer

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 

 

At July 31, 2022, 301,819,630 shares of common stock, $1 par value, of the registrant were outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

DEERE & COMPANY

STATEMENTS OF CONSOLIDATED INCOME

For the Three and Nine Months Ended July 31, 2022 and August 1, 2021

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

Three Months Ended

Nine Months Ended

  

2022

    

2021

    

2022

    

2021

 

Net Sales and Revenues

Net sales

 

$

13,000

$

10,413

 

$

33,565

$

29,461

Finance and interest income

846

 

825

2,441

 

2,468

Other income

256

 

289

1,035

 

768

Total

14,102

 

11,527

37,041

 

32,697

Costs and Expenses

Cost of sales

9,511

 

7,574

25,124

 

21,307

Research and development expenses

481

 

394

1,336

 

1,137

Selling, administrative and general expenses

959

 

841

2,672

 

2,448

Interest expense

296

 

244

713

 

783

Other operating expenses

316

 

324

954

 

1,033

Total

11,563

 

9,377

30,799

 

26,708

Income of Consolidated Group before Income Taxes

2,539

 

2,150

6,242

 

5,989

Provision for income taxes

654

 

491

1,364

 

1,328

Income of Consolidated Group

1,885

 

1,659

4,878

 

4,661

Equity in income of unconsolidated affiliates

 

8

8

 

21

Net Income

1,885

 

1,667

4,886

 

4,682

Less: Net income attributable to noncontrolling interests

1

 

1

 

2

Net Income Attributable to Deere & Company

 

$

1,884

$

1,667

 

$

4,885

$

4,680

Per Share Data

Basic

 

$

6.20

$

5.36

 

$

15.97

$

14.98

Diluted

 

$

6.16

$

5.32

 

$

15.88

$

14.86

Dividends declared

$

1.13

$

.90

$

3.23

$

2.56

Dividends paid

$

1.05

$

.90

$

3.15

$

2.42

Average Shares Outstanding

Basic

304.1

 

311.0

305.8

 

312.4

Diluted

305.7

 

313.4

307.7

 

314.9

See Condensed Notes to Interim Consolidated Financial Statements.

2

DEERE & COMPANY

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

For the Three and Nine Months Ended July 31, 2022 and August 1, 2021

(In millions of dollars) Unaudited

Three Months Ended

Nine Months Ended

  

2022

    

2021

    

2022

    

2021

 

 

Net Income

 

$

1,885

$

1,667

 

$

4,886

$

4,682

Other Comprehensive Income (Loss), Net of Income Taxes

Retirement benefits adjustment

79

 

54

(137)

 

208

Cumulative translation adjustment

(269)

 

(114)

(784)

 

319

Unrealized gain (loss) on derivatives

(1)

 

1

41

 

8

Unrealized gain (loss) on debt securities

6

 

8

(57)

 

(7)

Other Comprehensive Income (Loss), Net of Income Taxes

(185)

 

(51)

(937)

 

528

Comprehensive Income of Consolidated Group

1,700

 

1,616

3,949

 

5,210

Less: Comprehensive income (loss) attributable to noncontrolling interests

(3)

 

(8)

 

2

Comprehensive Income Attributable to Deere & Company

 

$

1,703

$

1,616

 

$

3,957

$

5,208

See Condensed Notes to Interim Consolidated Financial Statements.

3

DEERE & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions of dollars) Unaudited

    

July 31

    

October 31

    

August 1

 

2022

2021

2021

 

Assets

Cash and cash equivalents

 

$

4,359

$

8,017

$

7,519

Marketable securities

719

 

728

 

688

Trade accounts and notes receivable – net

6,696

 

4,208

 

5,268

Financing receivables – net

35,056

 

33,799

 

31,449

Financing receivables securitized – net

5,141

 

4,659

 

5,401

Other receivables

1,999

 

1,765

 

1,702

Equipment on operating leases – net

6,554

 

6,988

 

6,982

Inventories

9,121

 

6,781

 

6,410

Property and equipment – net

5,666

 

5,820

 

5,649

Goodwill

3,754

 

3,291

 

3,148

Other intangible assets – net

1,281

 

1,275

 

1,267

Retirement benefits

3,125

 

3,601

 

990

Deferred income taxes

1,110

 

1,037

 

1,767

Other assets

2,236

 

2,145

 

2,448

Total Assets

 

$

86,817

$

84,114

$

80,688

Liabilities and Stockholders’ Equity

Liabilities

Short-term borrowings

$

14,176

$

10,919

$

10,404

Short-term securitization borrowings

4,920

 

4,605

 

5,277

Accounts payable and accrued expenses

12,986

 

12,348

 

11,207

Deferred income taxes

561

 

576

 

515

Long-term borrowings

32,132

 

32,888

 

32,280

Retirement benefits and other liabilities

2,911

 

4,344

 

5,272

Total liabilities

67,686

 

65,680

 

64,955

Commitments and contingencies (Note 15)

Redeemable noncontrolling interest (Note 19)

95

Stockholders’ Equity

Common stock, $1 par value (issued shares at
July 31, 2022 – 536,431,204)

5,139

 

5,054

 

5,031

Common stock in treasury

(22,976)

 

(20,533)

 

(19,780)

Retained earnings

40,346

 

36,449

 

35,491

Accumulated other comprehensive income (loss)

(3,476)

 

(2,539)

 

(5,011)

Total Deere & Company stockholders’ equity

19,033

 

18,431

 

15,731

Noncontrolling interests

3

 

3

 

2

Total stockholders’ equity

19,036

 

18,434

 

15,733

Total Liabilities and Stockholders’ Equity

$

86,817

$

84,114

$

80,688

See Condensed Notes to Interim Consolidated Financial Statements.

4

DEERE & COMPANY

STATEMENTS OF CONSOLIDATED CASH FLOWS

For the Nine Months Ended July 31, 2022 and August 1, 2021

(In millions of dollars) Unaudited

    

2022

    

2021

 

Cash Flows from Operating Activities

              

              

Net income

 

$

4,886

$

4,682

Adjustments to reconcile net income to net cash provided by operating activities:

Provision (credit) for credit losses

62

 

(17)

Provision for depreciation and amortization

1,443

 

1,569

Impairment charges

81

 

50

Share-based compensation expense

64

 

64

Gain on remeasurement of previously held equity investment

(326)

 

Undistributed earnings of unconsolidated affiliates

(1)

 

4

Credit for deferred income taxes

(6)

 

(271)

Changes in assets and liabilities:

Trade, notes, and financing receivables related to sales

(2,357)

 

(444)

Inventories

(2,526)

 

(1,817)

Accounts payable and accrued expenses

(15)

 

742

Accrued income taxes payable/receivable

82

 

34

Retirement benefits

(1,014)

 

13

Other

45

 

(295)

Net cash provided by operating activities

418

 

4,314

Cash Flows from Investing Activities

Collections of receivables (excluding receivables related to sales)

15,774

 

14,480

Proceeds from sales of equipment on operating leases

1,501

 

1,510

Cost of receivables acquired (excluding receivables related to sales)

(18,578)

 

(17,161)

Acquisitions of businesses, net of cash acquired

(488)

 

(19)

Purchases of property and equipment

(596)

 

(492)

Cost of equipment on operating leases acquired

(1,717)

 

(1,210)

Collateral on derivatives – net

(193)

(189)

Other

(133)

 

(21)

Net cash used for investing activities

(4,430)

 

(3,102)

Cash Flows from Financing Activities

Increase in total short-term borrowings

4,267

 

929

Proceeds from long-term borrowings

6,281

 

5,877

Payments of long-term borrowings

(6,578)

 

(5,172)

Proceeds from issuance of common stock

55

 

136

Repurchases of common stock

(2,477)

 

(1,780)

Dividends paid

(971)

 

(761)

Other

(62)

 

(80)

Net cash provided by (used for) financing activities

515

 

(851)

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

(143)

 

106

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

(3,640)

467

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

8,125

 

7,172

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

$

4,485

$

7,639

Components of cash, cash equivalents, and restricted cash

Cash and cash equivalents

$

4,359

$

7,519

Restricted cash (Other assets)

126

120

Total cash, cash equivalents, and restricted cash

$

4,485

$

7,639

See Condensed Notes to Interim Consolidated Financial Statements.

5

DEERE & COMPANY

STATEMENTS OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended July 31, 2022 and August 1, 2021

(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

 

 

Three Months Ended August 1, 2021

Balance May 2, 2021

    

$

15,096

$

4,999

$

(19,052)

$

34,105

$

(4,960)

$

4

Net income

 

1,667

1,667

Other comprehensive loss

 

(51)

(51)

Repurchases of common stock

 

(736)

(736)

Treasury shares reissued

 

8

8

Dividends declared

 

(282)

(280)

(2)

Stock options and other

 

31

32

(1)

Balance August 1, 2021

$

15,733

$

5,031

$

(19,780)

$

35,491

$

(5,011)

$

2

Nine Months Ended August 1, 2021

 

 

Balance November 1, 2020

    

$

12,944

$

4,895

$

(18,065)

$

31,646

$

(5,539)

$

7

 

ASU No. 2016-13 adoption

(35)

(35)

Net income

 

4,682

4,680

2

Other comprehensive income

 

528

528

Repurchases of common stock

 

(1,780)

(1,780)

Treasury shares reissued

 

65

65

Dividends declared

 

(802)

(800)

(2)

Stock options and other

 

131

136

(5)

Balance August 1, 2021

$

15,733

$

5,031

$

(19,780)

$

35,491

$

(5,011)

$

2

Three Months Ended July 31, 2022

Balance May 1, 2022

$

18,907

$

5,117

$

(21,727)

$

38,805

$

(3,291)

$

3

$

99

Net income

1,884

1,884

1

Other comprehensive loss

(185)

(185)

(4)

Repurchases of common stock

(1,251)

(1,251)

Treasury shares reissued

2

2

Dividends declared

(343)

(343)

Stock options and other

22

22

(1)

Balance July 31, 2022

$

19,036

$

5,139

$

(22,976)

$

40,346

$

(3,476)

$

3

$

95

Nine Months Ended July 31, 2022

Balance October 31, 2021

$

18,434

$

5,054

$

(20,533)

$

36,449

$

(2,539)

$

3

Acquisitions (see Note 19)

$

105

Net income (loss)

4,887

4,885

2

(1)

Other comprehensive loss

(937)

(937)

(9)

Repurchases of common stock

(2,477)

(2,477)

Treasury shares reissued

34

34

Dividends declared

(990)

(988)

(2)

Stock options and other

85

85

Balance July 31, 2022

$

19,036

$

5,139

$

(22,976)

$

40,346

$

(3,476)

$

3

$

95

See Condensed Notes to Interim Consolidated Financial Statements.

6

Condensed Notes to Interim Consolidated Financial Statements (Unaudited)

(1) Organization and Consolidation

Deere & Company has been developing innovative solutions to help our customers become more profitable for 185 years. References to Deere & Company, John Deere, Deere, or the Company include our consolidated subsidiaries, including our consolidated variable interest entities (VIEs). The Company is managed through the following operating segments: production and precision agriculture (PPA), small agriculture and turf (SAT), construction and forestry (CF), and financial services (FS). References to agriculture and turf include both production and precision agriculture and small agriculture and turf.

The Company uses a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The third quarter ends for fiscal year 2022 and 2021 were July 31, 2022 and August 1, 2021, respectively. Both third quarters contained 13 weeks, while both year-to-date periods contained 39 weeks. Unless otherwise stated, references to particular years or quarters refer to the Company’s fiscal years generally ending in October and the associated periods in those fiscal years.

Prior to fiscal year 2021, the operating results of the Wirtgen Group (Wirtgen) were incorporated into the Company’s consolidated financial statements using a one-month lag period. The reporting lag was eliminated resulting in one additional month of Wirtgen activity in both the first quarter and the year-to-date period of 2021. The effect was an increase to Net sales of $270 million, which the Company considers immaterial to construction and forestry’s annual Net sales.

As a result of recent acquisitions (see Note 19), the Company updated the presentation on the consolidated balance sheet to remove the following lines: Receivables from unconsolidated affiliates, Investments in unconsolidated affiliates, and Payables to unconsolidated affiliates. These balances are now immaterial to the Company’s consolidated balance sheet and have been reclassified into Other receivables, Other assets, and Accounts payable and accrued expenses, respectively.

The Company consolidates certain VIEs related to retail note securitizations (see Note 9).

(2)  Summary of Significant Accounting Policies and New Accounting Standards

Quarterly Financial Statements

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 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 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.

Use of Estimates in Financial Statements

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.

Revenue Recognition

Prior to fiscal year 2022, certain goods were shipped to Canadian dealers on a consignment basis under which the risk and rewards of ownership were not transferred to the dealer at the time the goods were delivered. Accordingly, sales were not recorded until a retail customer purchased the goods. The dealer contract in Canada was changed for goods delivered after November 1, 2021, resulting in transfer of control and revenue recognition upon delivery. For certain goods delivered to Canadian dealers prior to November 1, 2021, the dealer consignment terms already in place remain in effect. As of July 31, 2022 and October 31, 2021, the remaining consigned inventory was $26 million and $150 million, respectively.

New Accounting Standards

The Company closely monitors all Accounting Standard Updates (ASUs) issued by the Financial Accounting Standards Board and other authoritative guidance. ASUs adopted in 2022 did not have a material impact on the Company’s financial statements, and ASUs to be adopted in future periods are being evaluated and at this point are not expected to have a material impact on the Company’s financial statements.

   

7

(3)  Revenue Recognition

The Company’s Net sales and revenues by primary geographic market, major product line, and timing of revenue recognition in millions of dollars follow:

Three Months Ended July 31, 2022

    

Production & Precision Ag

    

Small Ag & Turf

    

Construction
& Forestry

    

Financial
Services

    

Total

Primary geographic markets:

             

             

United States

$

2,904

$

2,177

$

1,789

$

602

$

7,472

Canada

451

185

288

 

149

 

1,073

Western Europe

645

646

380

 

25

 

1,696

Central Europe and CIS

348

109

111

 

14

 

582

Latin America

1,327

155

459

 

77

 

2,018

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

510

419

296

36

1,261

Total

$

6,185

$

3,691

$

3,323

$

903

$

14,102

Major product lines:

             

             

Production agriculture

$

6,019

$

6,019

Small agriculture

$

2,705

 

 

2,705

Turf

842

 

 

842

Construction

$

1,506

 

 

1,506

Compact construction

460

460

Roadbuilding

910

 

 

910

Forestry

316

 

 

316

Financial products

17

15

6

$

903

 

941

Other

149

129

125

 

 

403

Total

$

6,185

$

3,691

$

3,323

$

903

$

14,102

Revenue recognized:

             

             

At a point in time

$

6,154

$

3,672

$

3,303

$

27

$

13,156

Over time

31

19

20

876

946

Total

$

6,185

$

3,691

$

3,323

$

903

$

14,102

    

Nine Months Ended July 31, 2022

Production & Precision Ag

    

Small Ag & Turf

    

Construction
& Forestry

    

Financial
Services

    

Total

Primary geographic markets:

United States

$

6,946

$

5,718

$

5,157

$

1,744

$

19,565

Canada

899

468

975

 

450

 

2,792

Western Europe

1,648

1,836

1,202

 

76

 

4,762

Central Europe and CIS

954

386

452

 

36

 

1,828

Latin America

3,229

393

1,020

 

218

 

4,860

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

1,118

1,170

833

113

3,234

Total

$

14,794

$

9,971

$

9,639

$

2,637

$

37,041

Major product lines:

             

             

Production agriculture

$

14,333

$

14,333

Small agriculture

$

7,305

 

 

7,305

Turf

2,286

 

 

2,286

Construction

$

4,198

 

 

4,198

Compact construction

1,208

1,208

Roadbuilding

2,619

 

 

2,619

Forestry

946

 

946

Financial products

39

35

17

$

2,637

 

2,728

Other

422

345

651

 

 

1,418

Total

$

14,794

$

9,971

$

9,639

$

2,637

$

37,041

Revenue recognized:

             

             

At a point in time

$

14,694

$

9,919

$

9,580

$

77

$

34,270

Over time

100

52

59

2,560

2,771

Total

$

14,794

$

9,971

$

9,639

$

2,637

$

37,041

8

Three Months Ended August 1, 2021

    

Production & Precision Ag

    

Small Ag & Turf

    

Construction
& Forestry

    

Financial
Services

    

Total

Primary geographic markets:

             

             

United States

$

1,995

$

1,753

$

1,559

$

605

$

5,912

Canada

253

153

285

 

162

 

853

Western Europe

566

679

455

27

 

1,727

Central Europe and CIS

398

117

241

10

 

766

Latin America

758

125

227

60

 

1,170

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

368

385

308

38

1,099

Total

$

4,338

$

3,212

$

3,075

$

902

$

11,527

Major product lines:

             

             

Production agriculture

$

4,179

$

4,179

Small agriculture

$

2,355

 

 

2,355

Turf

719

 

 

719

Construction

$

1,283

 

 

1,283

Compact construction

398

398

Roadbuilding

948

 

 

948

Forestry

342

 

 

342

Financial products

13

12

5

$

902

 

932

Other

146

126

99

 

 

371

Total

$

4,338

$

3,212

$

3,075

$

902

$

11,527

Revenue recognized:

             

             

At a point in time

$

4,293

$

3,191

$

3,052

$

27

$

10,563

Over time

45

21

23

875

964

Total

$

4,338

$

3,212

$

3,075

$

902

$

11,527

Nine Months Ended August 1, 2021

    

Production & Precision Ag

    

Small Ag & Turf

    

Construction
& Forestry

    

Financial
Services

    

Total

Primary geographic markets:

United States

$

5,814

$

5,014

$

4,242

$

1,812

$

16,882

Canada

617

376

793

469

 

2,255

Western Europe

1,604

1,903

1,408

77

 

4,992

Central Europe and CIS

1,090

361

628

28

 

2,107

Latin America

1,971

305

617

179

 

3,072

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

991

1,230

1,054

114

3,389

Total

$

12,087

$

9,189

$

8,742

$

2,679

$

32,697

Major product lines:

             

             

Production agriculture

$

11,656

$

11,656

Small agriculture

$

6,583

 

6,583

Turf

2,268

 

2,268

Construction

$

3,402

 

3,402

Compact construction

1,140

1,140

Roadbuilding

2,924

 

2,924

Forestry

975

 

975

Financial products

41

32

17

$

2,679

 

2,769

Other

390

306

284

 

980

Total

$

12,087

$

9,189

$

8,742

$

2,679

$

32,697

Revenue recognized:

             

             

At a point in time

$

11,960

$

9,137

$

8,666

$

77

$

29,840

Over time

127

52

76

2,602

2,857

Total

$

12,087

$

9,189

$

8,742

$

2,679

$

32,697

9

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 sheets. The deferred revenue received, but not recognized in revenue, including extended warranty premiums also shown in Note 15, was $1,424 million, $1,344 million, and $1,259 million at July 31, 2022, October 31, 2021, and August 1, 2021, respectively. The contract liability is reduced as the revenue is recognized. During the three months ended July 31, 2022 and August 1, 2021, $93 million and $108 million, respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of the respective fiscal year. During the nine months ended July 31, 2022 and August 1, 2021, $488 million and $442 million, respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of the respective fiscal year.

The amount of unsatisfied performance obligations for contracts with an original duration greater than one year is $1,167 million at July 31, 2022. The estimated revenue to be recognized by fiscal year follows in millions of dollars: remainder of 2022 - $104, 2023 - $337, 2024 - $283, 2025 - $196, 2026 - $109, 2027 - $60 and later years - $78. As permitted, the Company elected only to disclose remaining 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 of equipment, service parts, repair services, and certain telematics services.

(4)Other Comprehensive Income Items

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

July 31

October 31

August 1

2022

2021

2021

Retirement benefits adjustment

$

(1,171)

$

(1,034)

$

(3,710)

Cumulative translation adjustment

(2,262)

(1,478)

(1,277)

Unrealized loss on derivatives

(1)

(42)

(50)

Unrealized gain (loss) on debt securities

(42)

15

26

Total accumulated other comprehensive income (loss)

$

(3,476)

$

(2,539)

$

(5,011)

Following are amounts recorded in and reclassifications out of other comprehensive income (loss), and the income tax effects, in millions of dollars. Retirement benefits adjustment reclassifications for actuarial (gain) loss, prior service (credit) cost, and settlements/curtailment are included in net periodic pension and other postretirement benefit costs (see Note 6).

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Three Months Ended July 31, 2022

Amount

Credit

Amount

 

Cumulative translation adjustment

$

(267)

$

(2)

$

(269)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

1

1

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(3)

1

(2)

Net unrealized gain (loss) on derivatives

(2)

1

(1)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

6

(1)

5

Reclassification of realized (gain) loss – Other income

1

1

Net unrealized gain (loss) on debt securities

7

(1)

6

Retirement benefits adjustment:

Net actuarial gain (loss)

34

(9)

25

Reclassification to Other operating expenses through amortization of:

Actuarial (gain) loss

27

(7)

20

Prior service (credit) cost

8

(2)

6

Settlements/curtailment

36

(8)

28

Net unrealized gain (loss) on retirement benefits adjustment

105

(26)

79

Total other comprehensive income (loss)

 

$

(157)

$

(28)

$

(185)

10

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Nine Months Ended July 31, 2022

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

(774)

$

(10)

$

(784)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

52

(11)

41

Net unrealized gain (loss) on derivatives

52

(11)

41

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

(74)

16

(58)

Reclassification of realized (gain) loss – Other income

1

1

Net unrealized gain (loss) on debt securities

(73)

16

(57)

Retirement benefits adjustment:

Net actuarial gain (loss) and prior service (cost)

(338)

81

(257)

Reclassification to Other operating expenses through amortization of:

Actuarial (gain) loss

94

(24)

70

Prior service (credit) cost

22

(6)

16

Settlements/curtailment

44

(10)

34

Net unrealized gain (loss) on retirement benefits adjustment

(178)

41

(137)

Total other comprehensive income (loss)

 

$

(973)

$

36

$

(937)

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Three Months Ended August 1, 2021

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

(112)

$

(2)

$

(114)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(1)

(1)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

3

(1)

2

Net unrealized gain (loss) on derivatives

2

(1)

1

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

11

(3)

8

Net unrealized gain (loss) on debt securities

11

(3)

8

Retirement benefits adjustment:

Net actuarial gain (loss)

(5)

1

(4)

Reclassification to Other operating expenses through amortization of:

Actuarial (gain) loss

71

(17)

54

Prior service (credit) cost

1

1

Settlements

4

(1)

3

Net unrealized gain (loss) on retirement benefits adjustment

71

(17)

54

Total other comprehensive income (loss)

 

$

(28)

$

(23)

$

(51)

11

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Nine Months Ended August 1, 2021

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

319

 

$

319

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(1)

(1)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

11

$

(2)

9

Net unrealized gain (loss) on derivatives

10

(2)

8

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

(6)

(1)

(7)

Net unrealized gain (loss) on debt securities

(6)

(1)

(7)

Retirement benefits adjustment:

Net actuarial gain (loss)

35

(8)

27

Reclassification to Other operating expenses through amortization of:

Actuarial (gain) loss

213

(53)

160

Prior service (credit) cost

5

(1)

4

Settlements

22

(5)

17

Net unrealized gain (loss) on retirement benefits adjustment

275

(67)

208

Total other comprehensive income (loss)

 

$

598

$

(70)

$

528

   

(5)Earnings Per Share

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

  

Three Months Ended 

Nine Months Ended

 

July 31

August 1

July 31

August 1

 

2022

2021

2022

2021

 

Net income attributable to Deere & Company

    

$

1,884

    

$

1,667

    

$

4,885

    

$

4,680

Average shares outstanding

304.1

 

311.0

305.8

 

312.4

Basic per share

$

6.20

$

5.36

$

15.97

$

14.98

Average shares outstanding

304.1

 

311.0

305.8

 

312.4

Effect of dilutive share-based compensation

1.6

 

2.4

1.9

 

2.5

Total potential shares outstanding

305.7

 

313.4

307.7

 

314.9

Diluted per share

$

6.16

$

5.32

$

15.88

$

14.86

During both the third quarter and first nine months of 2022, .2 million shares were excluded from the computation because the incremental shares would have been antidilutive.

12

(6)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 components of net periodic pension cost consisted of the following in millions of dollars:

 

Three Months Ended

Nine Months Ended

 

July 31

August 1

July 31

August 1

 

2022

2021

2022

2021

 

Service cost

    

$

86

    

$

83

    

$

265

    

$

251

Interest cost

85

 

69

242

 

207

Expected return on plan assets

(182)

 

(199)

(544)

 

(599)

Amortization of actuarial loss

31

 

64

107

 

192

Amortization of prior service cost

9

 

2

25

 

8

Settlements/curtailment

36

 

4

44

 

22

Net cost

$

65

$

23

$

139

$

81

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

 

Three Months Ended

Nine Months Ended

 

July 31

August 1

July 31

August 1

 

2022

2021

2022

2021

 

Service cost

    

$

11

    

$

12

    

$

34

    

$

36

Interest cost

25

 

25

74

 

76

Expected return on plan assets

(28)

 

(19)

(83)

 

(58)

Amortization of actuarial (gain) loss

(4)

 

7

(13)

 

21

Amortization of prior service credit

(1)

 

(1)

(3)

 

(3)

Net cost

$

3

$

24

$

9

$

72

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 statements of consolidated income.

On November 17, 2021, employees represented by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) approved a new collective bargaining agreement. In the first quarter of 2022, the Company remeasured the U.S. hourly pension plan due to the new collective bargaining agreement, which decreased the plan’s funded status by approximately $495 million and will increase pension expense in 2022 by nearly $80 million with $35 million negatively impacting operating profit in 2022.

During the third quarter of 2022, the Company remeasured the U.S. hourly pension plan when 10 percent of active, eligible employees elected to freeze their defined benefit pension plan benefit for an enhanced defined contribution benefit. The remeasurement resulted in a $34 million curtailment loss, while the impact to the plan’s funded status was not material.

During the first nine months of 2022, the Company contributed $67 million to its pension plans and $1,109 million to its OPEB plans. The OPEB contributions include a voluntary contribution of $1,000 million to a U.S. plan on November 30, 2021. The Company presently anticipates contributing an additional $16 million to its pension plans and $28 million to its OPEB plans during the remainder of 2022. The remaining pension and OPEB contributions are primarily direct benefit payments from Company funds.

13

(7)Segment Reporting

Worldwide Net sales and revenues, operating profit, and identifiable assets by segment were as follows in millions of dollars:

 

Three Months Ended 

Nine Months Ended 

 

 

July 31

August 1

%

July 31

August 1

%

 

  2022   

  2021   

Change

   2022   

   2021   

Change

 

Net sales and revenues:

 

 

  

    

  

    

  

  

    

  

    

Production & precision ag net sales

 

$

6,096

$

4,250

+43

 

$

14,568

$

11,848

+23

Small ag & turf net sales

3,635

3,147

+16

9,836

9,051

+9

Construction & forestry net sales

3,269

 

3,016

+8

9,161

 

8,562

+7

Financial services revenues

903

 

902

2,637

 

2,679

-2

Other revenues

199

 

212

-6

839

 

557

+51

Total net sales and revenues

 

$

14,102

$

11,527

+22

 

$

37,041

$

32,697

+13

Operating profit:

Production & precision ag

 

$

1,293

$

906

+43

 

$

2,646

$

2,557

+3

Small ag & turf

552

583

-5

1,443

1,699

-15

Construction & forestry

514

 

463

+11

1,599

 

1,220

+31

Financial services

287

 

291

-1

864

 

844

+2

Total operating profit

2,646

 

2,243

+18

6,552

 

6,320

+4

Reconciling items

(108)

 

(85)

+27

(303)

 

(312)

-3

Income taxes

(654)

 

(491)

+33

(1,364)

 

(1,328)

+3

Net income attributable to Deere & Company

 

$

1,884

$

1,667

+13

 

$

4,885

$

4,680

+4

Intersegment sales and revenues:

Production & precision ag net sales

 

$

5

$

8

-38

 

$

15

$

21

-29

Small ag & turf net sales

2

2

8

9

-11

Construction & forestry net sales

 

Financial services revenues

81

 

61

+33

214

 

172

+24

Operating profit is income from continuing operations before reconciling items and income taxes. Operating profit of the financial services segment includes the effect of interest expense and foreign exchange gains and losses. Reconciling items to net income are primarily corporate expenses, certain external interest expense, certain foreign exchange gains and losses, pension and OPEB benefit costs excluding the service cost component, and net income attributable to noncontrolling interests.

 

    

July 31

    

October 31

August 1

 

2022

2021

2021

 

Identifiable assets:

Production & precision ag

 

$

8,728

$

7,021

$

6,910

Small ag & turf

4,361

3,959

3,643

Construction & forestry

6,824

 

6,457

 

6,378

Financial services

56,008

 

51,624

 

51,647

Corporate

10,896

 

15,053

 

12,110

Total assets

 

$

86,817

$

84,114

$

80,688

  

(8)Financing Receivables

The Company monitors the credit quality of financing receivables based on delinquency status. 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 receivables for which the Company has ceased accruing finance income. The Company ceases accruing finance income when these receivables are generally 90 days delinquent. Generally, when receivables are 120 days delinquent the estimated uncollectible amount from the customer 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.

14

The credit quality analysis of retail notes, financing leases, and revolving charge accounts (collectively, retail customer receivables) by year of origination was as follows in millions of dollars:

July 31, 2022

2022

2021

2020

2019

2018

Prior

Years

Revolving Charge Accounts

Total

Retail customer receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

9,161

$

9,169

$

4,713

$

2,234

$

935

$

378

$

3,962

$

30,552

30-59 days past due

40

70

38

23

8

4

18

201

60-89 days past due

15

24

15

7

3

1

5

70

90+ days past due

Non-performing

17

62

48

37

19

27

7

217

Construction and forestry

Current

2,336

2,249

1,004

382

106

20

102

6,199

30-59 days past due

47

54

26

12

4

1

3

147

60-89 days past due

14

14

12

4

1

1

46

90+ days past due

11

3

1

3

18

Non-performing

13

63

49

25

9

4

1

164

Total retail customer receivables

$

11,643

$

11,716

$

5,908

$

2,725

$

1,085

$

438

$

4,099

$

37,614

October 31, 2021

2021

2020

2019

2018

2017

Prior
Years

Revolving Charge Accounts

Total

Retail customer receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

12,877

$

6,676

$

3,463

$

1,738

$

728

$

211

$

3,704

$

29,397

30-59 days past due

43

53

29

16

7

3

14

165

60-89 days past due

16

23

12

6

3

1

4

65

90+ days past due

1

1

Non-performing

23

57

53

32

17

23

7

212

Construction and forestry

Current

3,122

1,575

754

273

57

7

92

5,880

30-59 days past due

50

40

27

7

4

1

3

132

60-89 days past due

15

11

9

6

1

1

43

90+ days past due

1

2

3

3

4

2

15

Non-performing

26

56

39

17

7

3

148

Total retail customer receivables

$

16,173

$

8,494

$

4,389

$

2,098

$

828

$

251

$

3,825

$

36,058

August 1, 2021

2021

2020

2019

2018

2017

Prior
Years

Revolving Charge Accounts

Total

Retail customer receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

9,159

$

7,516

$

3,938

$

2,053

$

910

$

317

$

3,658

$

27,551

30-59 days past due

38

54

35

19

7

3

13

169

60-89 days past due

14

28

15

6

3

1

4

71

90+ days past due

1

1

Non-performing

12

58

63

42

22

30

6

233

Construction and forestry

Current

2,327

1,845

938

357

84

13

86

5,650

30-59 days past due

35

44

26

9

4

1

3

122

60-89 days past due

13

19

10

5

1

1

1

50

90+ days past due

4

2

9

5

6

2

28

Non-performing

12

47

41

19

8

4

1

132

Total retail customer receivables

$

11,614

$

9,614

$

5,075

$

2,515

$

1,045

$

372

$

3,772

$

34,007

15

The credit quality analysis of wholesale receivables by year of origination was as follows in millions of dollars:

July 31, 2022

2022

2021

2020

2019

2018

Prior
Years

Revolving

Total

Wholesale receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

Agriculture and turf

Current

$

289

$

99

$

34

$

6

$

1

$

1

$

2,022

$

2,452

30+ days past due

Non-performing

1

1

Construction and forestry

Current

11

32

3

1

1

283

331

30+ days past due

1

1

Non-performing

Total wholesale receivables

$

300

$

131

$

37

$

8

$

1

$

3

$

2,305

$

2,785

October 31, 2021

2021

2020

2019

2018

2017

Prior
Years

Revolving

Total

Wholesale receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

346

$

80

$

22

$

9

$

3

$

1,696

$

2,156

30+ days past due

Non-performing

12

12

Construction and forestry

Current

41

7

7

1

$

1

340

397

30+ days past due

1

1

Non-performing

Total wholesale receivables

$

387

$

87

$

41

$

9

$

4

$

2

$

2,036

$

2,566

August 1, 2021

2021

2020

2019

2018

2017

Prior
Years

Revolving

Total

Wholesale receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

263

$

110

$

38

$

13

$

3

$

1

$

2,256

$

2,684

30+ days past due

Non-performing

18

18

Construction and forestry

Current

8

8

8

1

1

1

287

314

30+ days past due

1

1

Non-performing

Total wholesale receivables

$

271

$

118

$

64

$

14

$

4

$

3

$

2,543

$

3,017

16

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

 

Retail Notes

Revolving

& Financing

Charge

Wholesale

Leases

Accounts

Receivables

Total

Three Months Ended July 31, 2022

Allowance:

    

 

    

    

 

    

    

 

    

    

 

Beginning of period balance

 

$

168

 

$

17

$

5

$

190

Provision (credit)

14

3

(1)

16

Write-offs

(12)

(10)

(22)

Recoveries

8

7

15

Translation adjustments

3

3

End of period balance

 

$

181

 

$

17

$

4

$

202

Nine Months Ended July 31, 2022

Allowance:

    

Beginning of period balance

 

$

138

 

$

21

$

7

$

166

Provision (credit)

66

(4)

(3)

59

Write-offs

(47)

(22)

(69)

Recoveries

17

22

39

Translation adjustments

7

7

End of period balance

 

$

181

 

$

17

$

4

$

202

Financing receivables:

End of period balance

 

$

33,515

 

$

4,099

$

2,785

$

40,399

   

Retail Notes

Revolving

 

& Financing

Charge

Wholesale

 

Leases

Accounts

Receivables

Total

Three Months Ended August 1, 2021

Allowance:

    

    

    

    

    

    

    

    

Beginning of period balance

$

152

 

$

19

$

7

$

178

Provision

 

3

 

3

Write-offs

 

(14)

(9)

 

(23)

Recoveries

 

8

8

 

16

End of period balance

$

149

$

18

$

7

$

174

Nine Months Ended August 1, 2021

Allowance:

    

 

    

    

 

    

    

 

        

    

Beginning of period balance

$

133

 

$

43

$

8

$

184

ASU No. 2016-13 adoption

44

(13)

31

Provision (credit)

 

(9)

(16)

(1)

 

(26)

Write-offs

 

(38)

(23)

 

(61)

Recoveries

 

17

27

 

44

Translation adjustments

2

 

2

End of period balance

$

149

$

18

$

7

$

174

Financing receivables:

End of period balance

$

30,235

 

$

3,772

$

3,017

$

37,024

The allowance for credit losses increased in the third quarter and the first nine months of 2022 mainly due to higher reserves related to the events in Russia / Ukraine and higher portfolio balances. As part of the allowance setting process, the Company continues to monitor the economy, including potential impacts of inflation, commodity prices, and interest rates on portfolio performance and adjustments to the allowance are incorporated, as necessary.

A troubled debt restructuring is 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 date, a reduction of the face amount or maturity amount of the debt, or a reduction of accrued interest. During the first nine months of 2022, the Company identified 230 receivable contracts, primarily retail notes, as troubled debt restructurings with aggregate balances of $10 million pre-modification and $9 million post-modification. During the first nine months of 2021, the Company identified 304 receivable contracts, primarily retail notes, as troubled debt

17

restructurings with aggregate balances of $12 million pre-modification and $10 million post-modification. During these same periods, there were no significant troubled debt restructurings that subsequently defaulted and were written off. At July 31, 2022, the Company had no commitments to lend to borrowers whose accounts were modified in troubled debt restructurings.

(9)Securitization of Financing Receivables

As a part of its overall funding strategy, the Company periodically transfers certain financing receivables (retail notes) into 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 does 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.

The components of consolidated restricted assets, secured borrowings, and other liabilities related to secured borrowings in securitization transactions were as follows in millions of dollars:

 

    

July 31

    

October 31

    

August 1

 

2022

2021

2021

 

Financing receivables securitized (retail notes)

 

$

5,156

$

4,673

$

5,421

Allowance for credit losses

(15)

 

(14)

 

(20)

Other assets (primarily restricted cash)

136

 

107

 

113

Total restricted securitized assets

 

$

5,277

$

4,766

$

5,514

Short-term securitization borrowings

$

4,920

$

4,605

$

5,277

Accrued interest on borrowings

4

2

 

2

Total liabilities related to restricted securitized assets

$

4,924

$

4,607

$

5,279

     

(10)  Inventories

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

    

July 31

    

October 31

    

August 1

 

2022

2021

2021

 

Raw materials and supplies

 

$

4,508

$

3,524

$

2,895

Work-in-process

1,621

 

994

 

1,124

Finished goods and parts

5,434

 

4,373

 

4,176

Total FIFO value

11,563

 

8,891

 

8,195

Less adjustment to LIFO value

2,442

 

2,110

 

1,785

Inventories

 

$

9,121

$

6,781

$

6,410

(11)  Goodwill and Other Intangible AssetsNet

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

 

    

Production &

    

Small Ag

    

Construction

    

 

Precision Ag

& Turf

& Forestry

Total

 

Goodwill at November 1, 2020

$

333

$

268

$

2,480

$

3,081

Acquisition

 

12

12

Translation adjustments

 

13

(3)

45

55

Goodwill at August 1, 2021

$

358

$

265

$

2,525

$

3,148

Goodwill at October 31, 2021

$

542

$

265

$

2,484

$

3,291

Acquisitions

132

69

597

798

Translation adjustments

(23)

(11)

(301)

(335)

Goodwill at July 31, 2022

$

651

$

323

$

2,780

$

3,754

There were no accumulated goodwill impairment losses in the reported periods.

18

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

 

    

July 31

    

October 31

    

August 1

 

2022

2021

2021

 

Amortized intangible assets:

Customer lists and relationships

$

507

$

542

$

545

Technology, patents, trademarks, and other

1,320

 

1,104

 

1,080

Total at cost

1,827

 

1,646

 

1,625

Less accumulated amortization:

 

 

Customer lists and relationships

162

151

144

Technology, patents, trademarks, and other

384

343

337

Total accumulated amortization

546

494

481

Amortized intangible assets, net

1,281

1,152

1,144

Unamortized intangible assets:

In-process research and development

123

123

Other intangible assets – net

$

1,281

$

1,275

$

1,267

In September 2017, the Company acquired Blue River Technology’s in-process research and development related to machine learning technology to optimize the use of farm inputs. Those research and development activities were completed, and the Company started amortizing the acquired technology in the second quarter of 2022.

The amortization of other intangible assets in the third quarter and the first nine months of 2022 was $42 million and $104 million, and for 2021 was $27 million and $89 million, respectively. The estimated amortization expense for the next five years is as follows in millions of dollars: remainder of 2022 – $62, 2023 – $164, 2024 – $160, 2025 – $133, 2026 – $113, and 2027 – $112.

  

(12)  Short-Term Borrowings

Short-term borrowings were as follows in millions of dollars:

July 31

October 31

August 1

    

2022

    

2021

    

2021

Commercial paper

$

6,035

$

2,230

$

1,882

Notes payable to banks

427

336

133

Finance lease obligations due within one year

21

23

23

Long-term borrowings due within one year

 

7,693

 

8,330

 

8,366

Short-term borrowings

$

14,176

$

10,919

$

10,404

   

   

19

(13)  Long-Term Borrowings

Long-term borrowings were as follows in millions of dollars:

July 31

October 31

August 1

  

2022

  

2021

  

2021

Underwritten term debt

               

               

               

U.S. dollar notes and debentures:

2.75% notes due 2025

$

700

$

700

$

700

6.55% debentures due 2028

 

200

 

200

 

200

5.375% notes due 2029

 

500

 

500

 

500

3.10% notes due 2030

700

700

700

8.10% debentures due 2030

 

250

 

250

 

250

7.125% notes due 2031

 

300

 

300

 

300

3.90% notes due 2042

 

1,250

 

1,250

 

1,250

2.875% notes due 2049

500

500

500

3.75% notes due 2050

850

850

850

Euro notes:

.5% notes due 2023 (€500 principal)

510

584

594

1.375% notes due 2024 (€800 principal)

816

934

951

1.85% notes due 2028 (€600 principal)

612

701

713

2.20% notes due 2032 (€600 principal)

612

701

713

1.65% notes due 2039 (€650 principal)

663

759

773

Serial issuances

Medium-term notes (principal as of: July 31, 2022 - $22,983, October 31, 2021 - $22,647, August 1, 2021 - $21,892)

 

22,593

22,899

22,346

Other notes and finance lease obligations

 

1,191

 

1,178

 

1,059

Less debt issuance costs and debt discounts

(115)

(118)

(119)

Long-term borrowings

 

$

32,132

$

32,888

$

32,280

 

Medium-term notes serially due 2023 through 2032 are primarily offered by prospectus and issued at fixed and variable rates. These notes are presented in the table above with fair value adjustments related to interest rate swaps. All outstanding notes and debentures are senior unsecured borrowings and generally rank equally with each other.

In April 2022, the Company issued $600 million of sustainability-linked medium-term notes with an initial interest rate of 3.35 percent, which are due in 2029. This transaction supports the Company’s commitment to environmental sustainability. Failure to meet the stated sustainability performance target will result in a 25-basis point increase to the interest rate payable on the 2029 notes from and including April 2026.

   

(14)  Leases - Lessor

The Company leases equipment manufactured or sold by the Company and a limited amount of non-John Deere equipment to retail customers through sales-type, direct financing, and operating leases. Sales-type and direct financing leases are reported in Financing receivables - net on the consolidated balance sheets, while operating leases are reported in Equipment on operating leases - net.

Lease revenues earned by the Company were as follows in millions of dollars:

Three Months Ended

Nine Months Ended

  

July 31, 2022

   

August 1, 2021

   

July 31, 2022

   

August 1, 2021

Sales-type and direct finance lease revenues

$

39

$

37

$

113

$

107

Operating lease revenues

326

359

991

1,079

Variable lease revenues

6

8

20

23

Total lease revenues

$

371

$

404

$

1,124

$

1,209

Variable lease revenues reported above primarily relate to separately invoiced property taxes on leased equipment in certain markets, late fees, and excess use and damage fees. Excess use and damage fees are reported in other income on the statements of consolidated income. Excess use and damage fees were $1 million and $2 million for the third quarter and first nine months ended July 31, 2022, respectively, compared with $2 million and $5 million for the same periods last year, respectively.

20

(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 $839 million and $709 million at July 31, 2022 and August 1, 2021, respectively.

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

 

Three Months Ended

Nine Months Ended

 

July 31

August 1

July 31

August 1

 

2022

2021

2022

2021

 

Beginning of period balance

    

$

2,095

    

$

1,876

    

$

2,086

    

$

1,743

Payments

(240)

 

(209)

(657)

 

(626)

Amortization of premiums received

(70)

 

(66)

(200)

 

(193)

Accruals for warranties

358

 

299

762

 

794

Premiums received

103

 

96

277

 

258

Foreign exchange

(10)

 

(2)

(32)

 

18

End of period balance

$

2,236

$

1,994

$

2,236

$

1,994

At July 31, 2022, the Company had approximately $330 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 equipment. The Company may recover a portion of any required payments incurred under these agreements from repossession of the equipment collateralizing the receivables. At July 31, 2022, the Company had accrued losses of $4 million under these agreements. The maximum remaining term of the receivables guaranteed at July 31, 2022 was approximately six years.

At July 31, 2022, the Company had commitments of $468 million for the construction and acquisition of property and equipment. Also, at July 31, 2022, the Company had restricted assets of $77 million, classified as Other assets. See Note 9 for additional restricted assets associated with borrowings related to securitizations.

The Company also had other miscellaneous contingent liabilities totaling approximately $90 million at July 31, 2022. The accrued liability for these contingencies was not material at July 31, 2022.

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, trademark, and antitrust 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.

21

The fair values of financial instruments that do not approximate the carrying values were as follows in millions of dollars. Long-term borrowings exclude finance lease liabilities.

 

July 31, 2022

October 31, 2021

August 1, 2021

 

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

 

Financing receivables – net

$

35,056

$

34,158

$

33,799

$

33,718

$

31,449

$

31,515

Financing receivables securitized – net

5,141

4,990

4,659

4,704

5,401

5,467

Short-term securitization borrowings

4,920

4,862

4,605

4,610

5,277

5,302

Long-term borrowings due within one year

7,693

7,608

8,330

8,364

8,366

8,440

Long-term borrowings

32,101

31,741

32,850

34,506

32,238

34,345

Fair value measurements above were Level 3 for all financing receivables and Level 2 for all 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.

Assets and liabilities measured at fair value on a recurring basis in millions of dollars follow, excluding the Company’s cash equivalents, which were carried at cost that approximates fair value and consisted primarily of money market funds and time deposits.

 

    

July 31

    

October 31

    

August 1

 

2022

2021

2021

 

Level 1:

Marketable securities

International equity securities

$

2

$

2

$

3

U.S. equity fund

75

75

74

U.S. government debt securities

63

 

59

 

60

Total Level 1 marketable securities

140

136

137

Level 2:

Marketable securities

U.S. government debt securities

134

139

124

Municipal debt securities

70

 

73

 

71

Corporate debt securities

213

 

224

 

217

International debt securities

1

2

3

Mortgage-backed securities

161

 

154

 

136

Total Level 2 marketable securities

579

 

592

 

551

Other assets

Derivatives

280

275

432

Accounts payable and accrued expenses

Derivatives

667

228

152

Level 3:

Accounts payable and accrued expenses – Deferred consideration

252

22

The contractual maturities of debt securities at July 31, 2022 in millions of dollars are shown below. Actual maturities may differ from contractual maturities because some securities may be called or prepaid. Because of the potential for prepayment on mortgage-backed securities, they are not categorized by contractual maturity. Mortgage-backed securities were primarily issued by U.S. government-sponsored enterprises. Unrealized losses of debt securities at July 31, 2022 were not recognized in income due to the ability and intent to hold to maturity.

 

Amortized

Fair

Cost

Value

Due in one year or less

 

$

23

$

23

Due after one through five years

98

95

Due after five through 10 years

189

175

Due after 10 years

211

188

Mortgage-backed securities

176

161

Debt securities

 

$

697

 

$

642

Fair value, nonrecurring Level 3 measurements from impairments, excluding financing receivables with specific allowances which were not significant, were as follows in millions of dollars. Property and equipment – net and Other assets fair values for October 31, 2021 represent the fair value assessments at January 31, 2021.

Fair Value

Losses

Three Months Ended 

Nine Months Ended 

July 31

October 31

August 1

July 31

August 1

July 31

August 1

  

2022

  

2021

  

2021

  

2022

  

2021

  

2022

  

2021

 

Inventories

$

13

$

4

$

12

Property and equipment – net

$

41

$

41

$

44

Other intangible assets – net

$

28

Other assets

$

1

$

6

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

Marketable securitiesThe portfolio of investments 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.

DerivativesThe Company’s derivative financial instruments consist of interest rate contracts (swaps), foreign currency exchange contracts (futures, forwards, and swaps), and cross-currency interest rate contracts (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.

Inventories – The service parts inventory impairment was based on net realizable value, less reasonably predictable selling and disposal costs.

Property and equipment – net – The valuations were based on cost and market approaches. The inputs include replacement cost estimates adjusted for physical deterioration and economic obsolescence.

Other intangible assets – net – The Company considered external valuations based on the Company’s probability weighted cash flow analysis.

Other assets – The impairments were measured at the fair value of the right of use operating lease asset.

       

(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

23

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 and foreign currency exposures for sales incentive programs.

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. The cash flows from these contracts are recorded in operating activities in the statements of consolidated cash flows. 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, the underlying hedged transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, hedge accounting is discontinued.

Cash Flow Hedges

Certain 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 July 31, 2022, October 31, 2021, and August 1, 2021 were $2,350 million, $2,700 million, and $1,750 million, respectively. Fair value gains or losses on cash flow hedges were recorded in other comprehensive income (OCI) and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affects earnings. These amounts offset the effects of interest rate changes on the related borrowings.

The amount of gain recorded in OCI at July 31, 2022 that is expected to be reclassified to interest expense in the next twelve months if interest rates remain unchanged is approximately $31 million after-tax. No gains or losses were 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 July 31, 2022, October 31, 2021, and August 1, 2021 were $8,303 million, $8,043 million, and $8,658 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 were as follows in millions of dollars. Fair value hedging adjustments are included in the carrying amount of the hedged item.

Active Hedging Relationships

Discontinued Hedging Relationships

Carrying Amount

Cumulative Fair Value

Carrying Amount of

Cumulative Fair Value

of Hedged Item

Hedging Amount

Formerly Hedged Item

Hedging Amount

July 31, 2022

Short-term borrowings

$

2,605

$

5

Long-term borrowings

$

7,835

$

(430)

5,728

39

October 31, 2021

Short-term borrowings

$

191

$

3

$

1,997

$

(2)

Long-term borrowings

7,847

29

6,287

223

August 1, 2021

Short-term borrowings

$

189

$

4

$

1,898

$

(1)

Long-term borrowings

8,698

263

5,831

190

 

Derivatives Not Designated as Hedging Instruments

The Company has certain interest rate contracts (swaps), foreign currency 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 sales incentive programs. The total notional amounts of these interest rate swaps at July 31, 2022, October 31, 2021, and August 1, 2021 were $9,880 million, $10,848 million, and $9,195 million, the foreign exchange contracts were $7,457 million, $7,584 million, and $6,328 million, and the cross-currency interest rate contracts were $276 million, $238 million, and $197 million, respectively. The fair value gains or losses from derivatives not designated as hedging instruments were recorded in the statements of consolidated income, generally offsetting over time the exposure on the hedged item.

24

Fair values of derivative instruments in the condensed consolidated balance sheets were as follows in millions of dollars:

 

    

July 31

    

October 31

    

August 1

 

Other Assets

2022

2021

2021

 

Designated as hedging instruments:

Interest rate contracts

 

$

82

$

166

$

332

 

Not designated as hedging instruments:

Interest rate contracts

163

 

73

 

57

Foreign exchange contracts

30

 

31

 

41

Cross-currency interest rate contracts

5

 

5

 

2

Total not designated

198

 

109

 

100

 

Total derivative assets

 

$

280

$

275

$

432

 

Accounts Payable and Accrued Expenses

Designated as hedging instruments:

Interest rate contracts

 

$

434

$

99

$

40

 

Not designated as hedging instruments:

Interest rate contracts

79

33

43

Foreign exchange contracts

149

 

94

 

67

Cross-currency interest rate contracts

5

 

2

 

2

Total not designated

233

 

129

 

112

 

Total derivative liabilities

 

$

667

$

228

$

152

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

Three Months Ended

Nine Months Ended

 

July 31

August 1

July 31

August 1

 

2022

2021

2022

2021

 

Fair Value Hedges:

 

 

    

  

 

 

    

  

 

Interest rate contracts - Interest expense

 

$

149

$

146

 

$

(507)

$

(79)

 

Cash Flow Hedges:

Recognized in OCI

Interest rate contracts - OCI (pretax)

$

1

$

(1)

$

52

$

(1)

Reclassified from OCI

Interest rate contracts - Interest expense

3

 

(3)

 

(11)

 

Not Designated as Hedges:

Interest rate contracts - Net sales

$

(2)

$

44

$

3

Interest rate contracts - Interest expense *

 

$

(18)

(2)

 

41

(6)

Foreign exchange contracts - Net sales

(1)

(2)

Foreign exchange contracts - Cost of sales

(29)

 

(7)

(109)

(107)

Foreign exchange contracts - Other operating expenses *

(20)

 

(5)

153

 

(209)

Total not designated

 

$

(68)

$

(16)

 

$

127

$

(319)

*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 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

25

credit-risk-related contingent features that were in a net liability position at July 31, 2022, October 31, 2021, and August 1, 2021, was $518 million, $135 million, and $87 million, respectively. In accordance with the limits established in these agreements, the Company posted $238 million of cash collateral at July 31, 2022. The Company posted no cash collateral in accordance with the limits established in those agreements at either October 31, 2021 or August 1, 2021. In addition, the Company paid $8 million of cash collateral that was outstanding at July 31, 2022, October 31, 2021, and August 1, 2021 to participate in an international futures market to hedge currency exposure, not included in the table below.

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 was as follows in millions of dollars:

Gross Amounts

Netting

 

July 31, 2022

    

Recognized

    

Arrangements

    

Collateral

    

Net Amount

 

Assets

 

$

280

 

$

(125)

 

$

(40)

 

$

115

Liabilities

667

(125)

(238)

304

Gross Amounts

Netting

 

October 31, 2021

    

Recognized

    

Arrangements

    

Collateral

    

Net Amount

 

Assets

$

275

 

$

(105)

 

$

170

Liabilities

228

(105)

$

(5)

118

    

Gross Amounts

    

Netting

    

    

 

August 1, 2021

Recognized

Arrangements

Collateral

Net Amount

 

Assets

$

432

$

(94)

$

(88)

$

250

Liabilities

 

152

 

(94)

(2)

 

56

(18)  Stock Option and Restricted Stock Awards

In December 2021, the Company granted stock options to employees for the purchase of 197 thousand shares of common stock at an exercise price of $343.94 per share and a binomial lattice model fair value of $89.20 per share at the grant date. At July 31, 2022, options for 2.1 million shares were outstanding with a weighted-average exercise price of $152.12 per share. The Company also granted 165 thousand restricted stock units to employees and non-employee directors in the first nine months of 2022, of which 128 thousand are subject to service-based only conditions and 37 thousand are subject to performance/service-based conditions. The weighted-average fair value of the service-based only units at the grant date was $346.46 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 $331.47 per unit based on the market price of a share of underlying common stock excluding dividends. At July 31, 2022, the Company was authorized to grant an additional 17.3 million shares under the equity incentive plan.

(19) Acquisitions

Kreisel Acquisition

On February 7, 2022, the Company acquired majority ownership in Kreisel Electric Inc. (Kreisel), a pioneer in the development of immersion-cooled battery technology. The Austrian company manufactures high-density, high-durability electric battery modules and packs for high-performance and off-highway applications and has created a battery-buffered, high-powered charging infrastructure platform.

The transaction includes a call option to purchase the remaining ownership interest in Kreisel in 2027. The minority interest holders also have a put option that would require the Company to purchase the holder’s ownership interest in 2027. The put and call options cannot be separated from the noncontrolling interest. Due to the redemption features, the minority interest is classified as redeemable noncontrolling interest in the Company’s consolidated balance sheets.

The total cash purchase price was $276 million, consisting of $253 million for the acquired equity interests, $21 million to reduce the option price, and customary working capital adjustments, net of cash acquired. The preliminary fair values assigned

26

to the assets and liabilities of the acquired entity in millions of dollars, which is based on information as of the acquisition date and available at July 31, 2022 follows:

February 7

2022

Trade accounts and notes receivable

$

2

Other receivables

11

Inventories

11

Property and equipment

11

Goodwill

218

Other intangible assets

178

Other assets

6

Total assets

$

437

Accounts payable and accrued expenses

$

27

Deferred income taxes

38

Redeemable noncontrolling interest

$

96

The identifiable intangible assets were related to technology, trade name, and customer relationships with a weighted average amortization period of 12 years. The goodwill is not deductible for income tax purposes. Kreisel will be allocated amongst the Company’s production and precision agriculture, small agriculture and turf, and construction and forestry segments.

Acquisition of Excavator Factories

On February 28, 2022, the Company acquired full ownership of three former Deere-Hitachi joint venture factories and began new license and supply agreements with Hitachi Construction Machinery (Hitachi). The two companies also ended their joint venture manufacturing and marketing agreements. The former joint venture factories will continue to manufacture Deere-branded construction excavators and forestry equipment. Through a new supply agreement with Hitachi, Deere will continue to offer a full portfolio of excavators. Deere’s marketing arrangement for Hitachi-branded construction excavators and mining equipment in the Americas has ended with Hitachi assuming distribution and support of these products. John Deere dealers may continue to support their existing field population of Hitachi-branded excavators.

With the completion of this acquisition, the Company now has complete control over its excavator design, product, and feature updates, making it possible to more rapidly respond to customer requirements and integrate excavators with other construction products in the John Deere product portfolio. The Company can leverage technology developed for other product lines and production systems across the enterprise and extend those advanced solutions to Deere-designed excavators, strengthening the entire product portfolio.

The total invested capital follows:

February 28

2022

Cash consideration for factories

$

205

Cash consideration for license agreement

70

Deferred consideration

271

Total purchase price consideration

546

Less: Cash obtained

(187)

Less: Settlement of intercompany balances

(113)

Net purchase price consideration

246

Fair value of previously held equity investment

444

Total invested capital

$

690

The total purchase price consideration includes deferred consideration that will be paid as the Company purchases Deere-branded excavators, components, and service parts from Hitachi under the new supply agreement with a duration that ranges from 5 to 30 years. The deferred consideration represents the price increases under the new supply arrangement. Excluding inflation adjustments, the price increases for products to be acquired by the Company from Hitachi are as much as 27 percent higher than the prior supply arrangement. At July 31, 2022, the net present value of the deferred consideration was approximately $252 million, subject to changes in market conditions, developments in the Company’s product offerings, and sourcing changes. The Company financed the acquisition and associated transaction expenses from cash on hand. The fair value of the previously held equity investment created a non-cash gain of $326 million (pretax and after-tax), which was recorded in Other income and included in the construction and forestry segment’s operating profit.

27

Prior to the acquisition, the Company purchased Deere and Hitachi-branded excavators, components, and parts from the Deere-Hitachi joint venture factories for sale to John Deere dealers. These purchases were included in Cost of sales, while the sales to John Deere dealers were included in Net sales. Cost of sales also included profit-sharing payments to Hitachi in accordance with the previous marketing agreements. Following the acquisition, Net sales will only include the sale of Deere-branded excavators to John Deere dealers, while Cost of sales will reflect market pricing to purchase and manufacture excavators, as well as the related components and service parts.

The preliminary fair values assigned to the assets and liabilities of the acquired factories in millions of dollars, which are based on information as of the acquisition date and available at July 31, 2022, follows:

February 28

2022

Other receivables

$

29

Inventories

286

Property and equipment

182

Goodwill

527

Other intangible assets

70

Deferred income taxes

56

Total assets

$

1,150

Accounts payable and accrued expenses

$

297

Long-term borrowings

163

Total liabilities

$

460

The identifiable intangible assets were related to technology with a 10-year amortization period. The goodwill is not deductible for income tax purposes. The excavator factories will be reported in the Company’s construction and forestry segment.

Other Acquisitions

In the first nine months of the year, the Company acquired AgriSync Inc. (AgriSync), a technology service provider; an 80 percent stake in both SureFire Ag Systems, Inc. and SureFire Electronics, LLC (together SureFire), which design and manufacture liquid fertilizer application and spray tendering systems; a 40 percent equity method investment in GUSS Automation LLC (GUSS Automation), a pioneer in semi-autonomous orchard and vineyard sprayers; and LGT, LLC (Light), which specializes in depth sensing and camera-based perception for autonomous vehicles. The combined cost of the acquisitions was $124 million, net of cash acquired of $3 million. The preliminary asset and liability fair values at the respective acquisition dates follow in millions of dollars:

July 31

2022

Trade accounts and notes receivable

$

8

Inventories

8

Property and equipment

4

Goodwill

53

Other intangible assets

21

Other assets

50

Total assets

$

144

Accounts payable and accrued expenses

$

6

Deferred income taxes

5

Total liabilities

$

11

Redeemable noncontrolling interest

$

9

The identifiable intangible assets were related to trade name, technology, and customer relationships with a weighted average amortization period of 7 years. AgriSync will be allocated amongst the Company’s production and precision agriculture, small agriculture and turf, and construction and forestry segments, while SureFire and Light will be allocated to the production and precision agriculture segment. GUSS Automation will be assigned to the small agriculture and turf segment.

For all acquisitions, the goodwill was the result of future cash flows and related fair value exceeding the fair value of the identified assets and liabilities. Presenting the pro forma results of operations as if these acquisitions had occurred at the beginning of the current or comparative fiscal year would not differ significantly from the reported results.

28

(20)  Special Items

2022 Special Items

Impact of Events in Russia / Ukraine

The events in Russia / Ukraine have resulted in the Company suspending shipments of machines and service parts to Russia. The Company manufactures and markets equipment in Russia / Ukraine, and provides financial services in Russia. As of July 31, 2022, the Company’s net exposure in Russia / Ukraine was approximately $436 million. Net sales from the Company’s Russian operations represented 2 percent of consolidated annual Net sales from 2017 to 2021. The Ukraine operations were not material to the consolidated financial statements.

The suspension of shipments to Russia will reduce forecasted revenue for the region, which makes it probable future cash flows will not cover the carrying value of certain assets. The accounting consequences during the second quarter of 2022 were impairments of most long-lived assets, an increase in reserves of certain financial assets, and an accrual for various contractual uncertainties. No significant reserves were established on trade receivables or complete goods inventory, as the Company continues to experience strong payment performance and requires prepayment of existing inventories. During the third quarter of 2022, the Company initiated a voluntary employee-separation program, updated reserves on assets, and reassessed accruals for contractual uncertainties. The Russian government has imposed certain restrictions on companies’ abilities to repatriate or remit cash from their Russian-based operations to locations outside of Russia. Cash in excess of what is required to fund operations in Russia has been reclassified as restricted and recorded in Other assets. The Company continues to closely monitor all financial risks to its operations in the region. A summary of the reserves, impairments, voluntary-separation costs, and contingent liabilities recorded in the first nine months of 2022 follows in millions of dollars:

Nine Months Ended July 31, 2022

PPA

 

SAT

 

CF

 

FS

 

Total

2022 Expense:

Inventory reserve – Cost of sales

$

8

$

4

$

12

Fixed asset impairment – Cost of sales

30

11

41

Intangible asset impairment – Cost of sales

28

28

Allowance for credit losses – Financing receivables – SA&G expenses

$

32

32

Voluntary-separation program – Cost of sales

1

1

Voluntary-separation program – SA&G expenses

3

4

1

8

Contingent liabilities – Other operating expenses

3

$

1

1

5

Total Russia/Ukraine events pretax expense

$

45

$

1

$

48

$

33

127

Net tax impact

(8)

Total Russia/Ukraine events after-tax expense

$

119

Gain on Previously Held Equity Investment

On February 28, 2022, the Company acquired full ownership of three former Deere-Hitachi joint venture factories and began new license and supply agreements with Hitachi. The fair value of the previous equity investment resulted in a non-cash gain of $326 million (pretax and after-tax; see Note 19).

UAW Collective Bargaining Agreement

On November 17, 2021, employees represented by the UAW approved a new collective bargaining agreement. The agreement, which has a term of six years, covers the wages, hours, benefits, and other terms and conditions of employment for the Company’s UAW-represented employees at 14 U.S. facilities. The labor agreement includes a lump sum ratification bonus payment of $8,500 per eligible employee, totaling $90 million, and an immediate wage increase of 10 percent plus further wage increases over the term of the contract. The lump sum payment was expensed in the first quarter of 2022. The Company remeasured the U.S. hourly pension plan as of November 30, 2021 due to the new collective bargaining agreement. See Note 6 for more information on the U.S. hourly plan remeasurement.

29

2021 Special Items

In the third quarter of 2021, the Company sold a closed factory that previously produced small agricultural equipment in China, resulting in a $27 million pretax gain. During the first quarter of 2021, the fixed assets in an asphalt plant factory in Germany were impaired by $38 million, pretax and after-tax. The Company also continued to assess its manufacturing locations, resulting in additional long-lived asset impairments of $12 million pretax. The impairments were the result of a decline in forecasted financial performance that indicated it was probable future cash flows would not cover the carrying amount of the net assets. These impairments were offset by a favorable indirect tax ruling in Brazil of $58 million pretax. See Note 16 for fair value measurement information.

The following table summarizes the operating profit impact, in millions of dollars, of the special items recorded for the three months and nine months ended July 31, 2022 and August 1, 2021:

Three Months

Nine Months

PPA

 

SAT

 

CF

 

FS

 

Total

PPA

 

SAT

 

CF

 

FS

 

Total

2022 Expense (benefit):

Gain on remeasurement of equity investment – Other income (see Note 19)

$

(326)

$

(326)

Total Russia/Ukraine events pretax expense

$

(1)

$

1

$

7

$

7

$

45

$

1

48

$

33

127

UAW ratification bonus – Cost of sales

53

9

28

90

Total expense (benefit)

(1)

1

7

7

98

10

(250)

33

(109)

2021 Expense (benefit):

Gain on sale – Other income

$

(27)

(27)

(27)

(27)

Long-lived asset impairments – Cost of sales

5

3

42

50

Brazil indirect tax – Cost of sales

(53)

(5)

(58)

Total expense (benefit)

(27)

(27)

(48)

(24)

37

(35)

Period over period change

$

(1)

$

27

$

1

$

7

$

34

$

146

$

34

$

(287)

$

33

$

(74)

30

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

RESULTS OF OPERATIONS

Overview

Organization

The Company generates net sales primarily from the sale of equipment to John Deere dealers and distributors. The Company manufactures and distributes a full line of agricultural equipment; a variety of commercial and consumer equipment; and a broad range of equipment for construction, roadbuilding, and forestry. These operations are managed through the production and precision agriculture, small agriculture and turf, and construction and forestry operating segments. The Company’s financial services segment primarily provides credit services, which mainly finance sales and leases of equipment by John Deere dealers.

Trends and Economic Conditions for Fiscal Year 2022

Industry sales of large agricultural machinery in the U.S. and Canada are expected to be up about 15 percent. Industry sales of small agriculture and turf equipment in the U.S. and Canada are expected to be flat. Industry sales of agricultural machinery in Europe are forecast to be flat. In South America, industry sales of tractors and combines are projected to be up about 10 to 15 percent. Asia industry sales of agricultural machinery are forecast to be down moderately. Construction equipment industry sales in the U.S. and Canada are expected to increase about 10 percent, while compact construction equipment industry sales in the U.S. and Canada are anticipated to be flat to down 5 percent. Forestry global industry equipment sales are expected to be flat to down 5 percent. Global roadbuilding equipment industry sales are forecasted to be flat to up 5 percent. Net income for the Company’s financial services operations is expected to be slightly lower than fiscal year 2021 due to a higher provision for credit losses, less-favorable financing spreads, and higher selling, administrative, and general expenses. These factors are expected to be partially offset by income earned on a higher average portfolio.

Items of concern include global and regional political conditions, economic and trade policies, inflationary pressures, the ongoing pandemic, capital market disruptions, changes in demand and pricing for new and used equipment, and the other items discussed in the “Forward-Looking Statements” below. Significant fluctuations in foreign currency exchange rates, volatility in the prices of many commodities, and supply chain disruptions could also impact the Company’s results.

The Company’s third quarter results reflect increased factory output and shipments to customers while supply chain pressures endure. Also during the third quarter, the Company experienced higher costs and production inefficiencies from these supply chain pressures. The Company is confident favorable conditions will continue into fiscal year 2023 based on strong underlying fundamentals and customer responses to early-order programs. The Company’s factories and suppliers are also preparing for higher levels of customer demand in 2023. Additionally, the Company believes the smart industrial operating model and recently announced leap ambitions will create value for customers through the Company’s advanced technologies and solutions.

Impact of Events in Russia / Ukraine

The events in Russia / Ukraine have impacted the safety, welfare, and well-being of the Company’s employees in the region. The Company’s top priority is to support and maintain close communication with its affected teams, providing necessary resources when possible. The Company has suspended shipments of machines and service parts to Russia. These events are impacting business continuity, liquidity, and asset values for the Company’s operations in Russia / Ukraine (see Note 20).

31

2022 Compared with 2021

Three Months Ended

Nine Months Ended

Deere & Company

July 31

August 1

%

July 31

August 1

%

(In millions of dollars, except per share amounts)

2022

2021

Change

2022

2021

Change

Net sales and revenues

$

14,102

$

11,527

+22

$

37,041

$

32,697

+13

Net income attributable to Deere & Company

1,884

1,667

+13

4,885

4,680

+4

Diluted earnings per share

6.16

5.32

15.88

14.86

Results for the third quarter and year-to-date periods of 2022 and 2021 were impacted by special items. More information on these special items is provided in Note 20. The discussion on Net sales and operating profit is included in the Business Segment Results below.

Three Months Ended

Nine Months Ended

Deere & Company

July 31

August 1

%

July 31

August 1

%

(In millions of dollars)

2022

2021

Change

2022

2021

Change

Cost of sales to net sales

73.2%

72.7%

74.9%

72.3%

Other income

$

256

$

289

-11

$

1,035

$

768

+35

Research and development expenses

481

394

+22

1,336

1,137

+18

Selling, administrative and general expenses

959

841

+14

2,672

2,448

+9

Other operating expenses

316

324

-2

954

1,033

-8

Provision for income taxes

654

491

+33

1,364

1,328

+3

The cost of sales to net sales ratio increased in the third quarter and the first nine months of fiscal 2022 primarily due to higher production costs partially offset by price realization. Other income decreased in the third quarter due to a prior period gain on sale of a closed factory in China. Other income increased in the first nine months due to a non-cash gain on the remeasurement of the previously held equity investment in the Deere-Hitachi joint venture. Research and development expenses were higher for both periods due to continued focus on developing and incorporating technology solutions. Selling, administrative, and general expenses increased in the third quarter and the first nine months primarily due to a higher provision for credit losses, including higher reserves due to the events in Russia / Ukraine, as well as a higher merit pay increase due to inflationary conditions. Other operating expenses decreased in the third quarter and the first nine months primarily due to lower depreciation of equipment on operating leases, while lower retirement benefit costs impacted the first nine months. The provision for income taxes increased in the third quarter due to higher pretax income and unfavorable discrete income-tax adjustments.

32

Business Segment Results

Three Months Ended

Nine Months Ended

Production and Precision Agriculture

July 31

August 1

%

July 31

August 1

%

(In millions of dollars)

2022

2021

Change

2022

2021

Change

Net sales

$

6,096

$

4,250

+43

$

14,568

$

11,848

+23

Operating profit

1,293

906

+43

2,646

2,557

+3

Operating margin

21.2%

21.3%

18.2%

21.6%

Price realization

+15

+12

Currency translation

-4

-2

Production and precision agriculture sales increased for the quarter due to higher shipment volumes and price realization, partially offset by the unfavorable impact of currency translation. Operating profit rose primarily due to price realization and higher shipment volumes / sales mix. These items were partially offset by higher production costs, higher selling, administrative, and general expenses, increased research and development expenses, and the unfavorable effects of foreign currency exchange.

Graphic

Sales for the first nine months increased mainly as a result of higher shipment volumes and price realization. Operating profit for the first nine months increased primarily resulting from price realization, higher sales volume / mix, and the favorable effects of foreign currency exchange. Partially offsetting these factors were higher production costs, higher research and development and selling, administrative, and general expenses, the UAW contract ratification bonus, and the impact of impairments related to events in Russia / Ukraine. The prior year was also impacted by a favorable indirect tax ruling in Brazil.

Graphic

33

Three Months Ended

Nine Months Ended

Small Agriculture and Turf

July 31

August 1

%

July 31

August 1

%

(In millions of dollars)

2022

2021

Change

2022

2021

Change

Net sales

$

3,635

$

3,147

+16

$

9,836

$

9,051

+9

Operating profit

552

583

-5

1,443

1,699

-15

Operating margin

15.2%

18.5%

14.7%

18.8%

Price realization

+10

+8

Currency translation

-5

-3

Small agriculture and turf sales for the quarter increased due to higher shipment volumes and price realization partially offset by the unfavorable impact of currency translation. Operating profit decreased primarily due to higher production costs, higher selling, administrative, and general expenses, increased research and development expenses, and the unfavorable effects of foreign currency exchange. These items were partially offset by price realization and higher sales volumes. Results for the prior period included a gain on the sale of a closed factory in China that had produced small agricultural equipment.

Graphic

Sales for the first nine months increased mainly as a result of price realization and higher shipment volumes, partially offset by the unfavorable impact of currency translation. Operating profit for the first nine months decreased primarily resulting from higher production costs and higher selling, administrative, and general and research and development expenses. Partially offsetting these factors was price realization. Results for the prior period included a gain on the sale of a closed factory in China that had produced small agricultural equipment.

Graphic

34

Three Months Ended

Nine Months Ended

Construction and Forestry

July 31

August 1

%

July 31

August 1

%

(In millions of dollars)

2022

2021

Change

2022

2021

Change

Net sales

$

3,269

$

3,016

+8

$

9,161

$

8,562

+7

Operating profit

514

463

+11

1,599

1,220

+31

Operating margin

15.7%

15.4%

17.5%

14.2%

Price realization

+10

+9

Currency translation

-4

-3

Construction and forestry sales moved higher for the quarter primarily due to price realization. Operating profit increased due to price realization, partially offset by higher production costs.

Graphic

The segment’s nine-month sales also increased due to price realization partially offset by the unfavorable impact of currency translation. The first nine-month’s operating profit moved higher mainly due to price realization and a non-cash gain on the remeasurement of the previously held equity investment in the Deere-Hitachi joint venture, partially offset by higher production costs and unfavorable product mix.

Graphic

35

Three Months Ended

Nine Months Ended

Financial Services

July 31

August 1

%

July 31

August 1

%

(In millions of dollars)

2022

2021

Change

2022

2021

Change

Revenue (including intercompany)

$

984

$

963

+2

$

2,851

$

2,851

Interest expense

223

169

+32

493

539

-9

Net income

209

227

-8

649

654

-1

While the average balance of receivables financed increased 9 percent in the third quarter and 8 percent in the first nine months of 2022 compared with the same periods last year, revenues increased 2 percent in the third quarter and were unchanged in the first nine months. Lower operating lease revenue partially offset the higher average receivable balances in both periods. Interest expense increased in the third quarter due to higher average borrowing rates and higher average borrowings. Interest expense decreased in the first nine months of 2022 primarily as a result of non-designated derivative gains, partially offset by higher average borrowings. Net income decreased for the quarter mainly due to unfavorable discrete income-tax adjustments, a higher provision for credit losses, and lower gains on operating lease residual values. These items were partially offset by income earned on a higher average portfolio. Results for the first nine months decreased slightly due to a higher provision for credit losses, partially offset by income earned on higher average portfolio balances.

Critical Accounting Estimates

See the Company’s critical accounting estimates discussed in Management’s Discussion and Analysis of the most recently filed Annual Report on Form 10-K. There have been no material changes to these estimates.

CAPITAL RESOURCES AND LIQUIDITY

Sources of Liquidity, including Key Metrics and Balance Sheet Data

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 in the short term and long term. 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 bank lines of credit. The Company operates in multiple industries, which have different funding requirements. The production and precision agriculture, small agriculture and turf, and construction and forestry segments are capital intensive and are subject to seasonal variations in financing requirements for inventories and certain receivables from dealers. The financial services operations rely on their ability to raise substantial amounts of funds to finance their receivable and lease portfolios. The key metrics are provided in the following table, in millions of dollars:

July 31

October 31

August 1

2022

2021

2021

Cash, cash equivalents, and marketable securities

$

5,078

$

8,745

$

8,207

Trade accounts and notes receivable – net

6,696

4,208

5,268

Ratio to prior 12 month’s net sales

15%

11%

14%

Inventories

9,121

6,781

6,410

Ratio to prior 12 month’s cost of sales

28%

23%

23%

Unused credit lines

1,957

5,770

6,131

Financial Services:

Ratio of interest-bearing debt to stockholder’s equity

8.2 to 1

7.8 to 1

7.6 to 1

Due to the uncertainties around the COVID-19 pandemic, the Company temporarily increased its cash, cash equivalents, and marketable securities target beginning in March 2020. The reduction in unused credit lines compared to both prior periods relates to an increase in commercial paper outstanding to fund growth in the receivable portfolio. The Company expects to generate excess operating cash flows in 2022, as evidenced by the common stock dividend increase declared on May 25, 2022, and $2,477 million of share repurchases during the first nine months of 2022. As the underlying fundamentals remain strong in the Company’s operating segments, the Company expects to generate long-term cash flows.

36

There have been no material changes to the contractual and other cash requirements identified in the Company’s most recently issued Annual Report on Form 10-K.

Cash Flows

Nine Months Ended

July 31, 2022

August 1, 2021

Net cash provided by operating activities

$

418

$

4,314

Net cash used for investing activities

(4,430)

(3,102)

Net cash provided by (used for) financing activities

515

(851)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

(143)

106

Net increase (decrease) in cash, cash equivalents, and restricted cash

$

(3,640)

$

467

Cash inflows from operating activities in the first nine months of 2022 were $418 million. This resulted mainly from net income adjusted for non-cash provisions, partially offset by a working capital change and a $1,000 million voluntary contribution to a U.S. OPEB plan. Cash outflows from investing activities were $4,430 million in the first nine months of 2022. The primary drivers were growth in the retail customer receivable portfolio; purchases of property and equipment; acquisitions of businesses, net of cash acquired; and a change in collateral on derivatives – net. Cash inflows from financing activities were $515 million in the first nine months of 2022, as higher external borrowings of $3,970 million were mainly offset by repurchases of common stock and dividends paid. Cash, cash equivalents, and restricted cash decreased $3,640 million during the first nine months of this year as the Company lowered its targeted cash balance, as previously noted.

Cash and Marketable Securities Held by Foreign Subsidiaries. The total cash and cash equivalents and marketable securities held by foreign subsidiaries was $2,713 million, $5,817 million, and $5,690 million at July 31, 2022, October 31, 2021, and August 1, 2021, respectively. During the first nine months of 2022, the Company’s foreign subsidiaries returned $4,460 million of cash and cash equivalents to the U.S.

Trade Accounts and Notes Receivable. Trade accounts and notes receivable primarily arise from sales of goods to dealers. Trade receivables increased $2,488 million during the first nine months of 2022, primarily due to a seasonal increase and higher overall demand, partially offset by the effect of foreign currency translation. These receivables increased $1,428 million, compared to a year ago, primarily due to higher overall demand partially offset by the effect of foreign currency translation. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 1 percent at July 31, 2022, 1 percent at October 31, 2021, and 2 percent at August 1, 2021.

Financing Receivables and Equipment on Operating Leases. These receivables and leases primarily consist of retail notes originated in connection with financing of new and used equipment, operating leases, revolving charge accounts, sales-type and direct financing leases, and wholesale notes. Financing receivables and equipment on operating leases increased $1,305 million during the first nine months of 2022 and increased $2,919 million in the past 12 months primarily due to higher equipment sales. Total acquisition volumes of financing receivables and equipment on operating leases were 2 percent higher in the first nine months of 2022, compared with the same period last year, as volumes of revolving charge accounts, retail notes, and operating leases were higher, while volumes of financing leases and wholesale notes were lower.

Inventories. Inventories increased by $2,340 million during the first nine months of 2022 and increased by $2,711 million compared to a year ago. The higher levels in both periods are due to increased overall demand and the impact of supply chain disruptions, partially offset by foreign currency translation.

Property and Equipment. Property and equipment cash expenditures in the first nine months of 2022 were $596 million, compared with $492 million in the same period last year. Capital expenditures in 2022 are estimated to be approximately $1,100 million.

Borrowings. Total external borrowings have changed generally corresponding with the level of the receivable and the lease portfolio, as well as the level of cash and cash equivalents.

John Deere Capital Corporation (Capital Corporation), a U.S. financial services subsidiary, has a revolving warehouse facility to utilize bank conduit facilities to securitize retail notes (see Note 9). The facility was renewed in November 2021 with an expiration in November 2022 and a reduction of the total capacity or “financing limit” from $2,000 million to $1,000 million. As a result of the reduced capacity, Capital Corporation repurchased $511 million of outstanding short-term securitization borrowings in November 2021, in addition to the normal payments collected on the retail notes. At July 31, 2022, $891 million of securitization borrowings was outstanding under the facility. At the end of the contractual 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.

37

In the first nine months of 2022, the Company issued $2,669 million and retired $2,343 million of retail note securitization borrowings, which are presented in Increase in total short-term borrowings on the statements of consolidated cash flows. In April 2022, the Company issued $600 million of sustainability-linked medium-term notes with an initial interest rate of 3.35 percent, which are due in 2029. This transaction supports the Company’s commitment to environmental sustainability by linking financing to the achievement of its ambitious and comprehensive environmental, social, and governance (ESG) targets. Failure to meet the stated sustainability performance target will result in a 25-basis point increase to the interest rate payable on the 2029 notes from and including April 2026.

Lines of Credit. The Company also has access to bank lines of credit with various banks throughout the world. Worldwide lines of credit totaled $8,427 million at July 31, 2022, $1,957 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 July 31, 2022 was a 364-day credit facility agreement of $3,000 million expiring in the second quarter of 2023. In addition, total credit lines included long-term credit facility agreements of $2,500 million expiring in the second quarter of 2026 and $2,500 million expiring in the second quarter of 2027. These credit agreements require Capital Corporation and other parts of the Company to maintain certain performance metrics and liquidity targets. All of these credit agreement requirements 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

Subsequent Events

On August 16, 2022, the U.S. federal government enacted the Inflation Reduction Act of 2022. The bill contains numerous tax provisions, including a 15 percent corporate minimum tax. The Company has not yet completed its analysis of the newly enacted tax legislation. At this point, however, this legislation is not expected to have a material impact on the Company’s financial statements.

On August 31, 2022, the Company’s Board of Directors declared a quarterly dividend of $1.13 per share payable November 8, 2022 to stockholders of record on September 30, 2022.

Forward-Looking Statements

Certain statements contained herein, including in the section entitled “Overview” relating to future events, expectations, and trends constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and involve factors that are subject to change, assumptions, risks, and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect all lines of the Company’s operations generally while others could more heavily affect a particular line of business.

Forward-looking statements are based on currently available information and current assumptions, expectations, and projections about future events and should not be relied upon. Except as required by law, the Company expressly disclaims any obligation to update or revise its forward-looking statements. 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 subsequent Quarterly Reports on Form 10-Q).

38

Factors Affecting All Lines of Business

All of the Company’s businesses and their results are affected by general global macroeconomic conditions, including but not limited to inflation, including rising costs for materials used in our production, slower growth or recession, higher interest rates and currency fluctuations which could adversely affect the U.S. dollar and customer confidence, and customer access to capital and overall demand for our products; delays or disruptions in the Company’s supply chain, including work stoppages or disputes by suppliers with their unionized labor; shipping delays; government spending and taxing; changes in weather and climate patterns; the political and social stability of the markets in which the Company operates; the effects of, or response to, wars and other conflicts, including the current military conflict between Russia and Ukraine; natural disasters; and the spread of major epidemics or pandemics (including the COVID-19 pandemic). The sustainability of economic recovery from COVID-19 remains unclear and significant volatility could continue for a prolonged period.

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 our access to or terms of future funding, which could reduce the Company’s earnings and cash flows. A debt crisis in Europe, Latin America, or elsewhere could negatively impact currencies, global financial markets, funding sources and costs, asset and obligation values, customers, suppliers, and demand for equipment. The Company’s investment management activities could be impaired by changes in the equity, bond, and other financial markets, which would negatively affect earnings.

Additional factors that could materially affect the Company’s operations, financial condition, and results include changes in governmental trade, banking, monetary, and fiscal policies, including policies and tariffs for the benefit of certain industries or sectors; actions by environmental, health, and safety regulatory agencies, including those related to engine emissions, carbon and other greenhouse gas emissions, and the effects of climate change; changes to GPS radio frequency bands and their permitted uses; changes to accounting standards; changes to and compliance with economic sanctions and export controls laws and regulations (including those in place for Russia); and compliance with evolving U.S. and foreign laws when expanding to new markets and otherwise.

Other factors that could materially affect the Company’s results and operations include security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of the Company and its suppliers and dealers; security breaches with respect to the Company’s products; the loss of or challenges to intellectual property rights; the availability and prices of strategically sourced materials, components, and whole goods; introduction of legislation that could affect the Company’s business model and intellectual property, such as so-called right to repair or right to modify legislation; events that damage the Company’s reputation or brand; significant investigations, claims, lawsuits, or other legal proceedings; the success or failure of new product initiatives or business strategies; changes in product preferences, sales mix, and take rates of products and life cycle solutions; 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; the inability to deliver precision technology and agricultural solutions to customers; labor relations and contracts, including work stoppages and other disruptions; changes in the ability to attract, develop, engage, and retain qualified personnel; and the integration of acquired businesses.

Production & Precision Agriculture and Small Agriculture & Turf Operations

The Company’s agricultural equipment operations are subject to a number of uncertainties, including certain factors that affect farmers’ confidence and financial condition. These factors include demand for agricultural products; world grain stocks; soil conditions; harvest yields; prices for commodities and livestock; availability and cost of fertilizer; availability of transport for crops; the growth and sustainability of non-food uses for some crops (including ethanol and biodiesel production); real estate values; available acreage for farming; changes in government farm programs and policies; 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 on livestock feed demand; and crop pests and diseases.

Production and Precision Agriculture Operations

The production and precision agriculture operations rely in part on hardware and software, guidance, connectivity and digital solutions, and automation and machine intelligence. Many factors contribute to the Company’s precision agriculture sales and results, including the impact to customers’ profitability and/or sustainability outcomes;

39

availability of technological innovations; speed of research and development; effectiveness of partnerships with third parties; and the dealer channel’s ability to support and service precision technology solutions.

Small Agriculture and Turf Equipment

Factors affecting the Company’s small agriculture and turf equipment operations include customer profitability; consumer purchasing preferences; housing starts and supply; infrastructure investment; spending by municipalities and golf courses; and consumable input costs.

Construction and Forestry

Factors affecting the Company’s construction and forestry equipment operations include real estate and housing prices; the number of housing starts; commodity prices such as oil and gas; the levels of public and non-residential construction; and investment in infrastructure. Prices for pulp, paper, lumber, and structural panels affect sales of forestry equipment.

John Deere Financial

The liquidity and ongoing profitability of John Deere Capital Corporation and the Company’s other financial services subsidiaries depend on timely access to capital 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.

Supplemental Consolidating Information

The supplemental consolidating data presented on the subsequent pages is presented for informational purposes. The equipment operations represent the enterprise without financial services. The equipment operations include the Company’s production and precision agriculture operations, small agriculture and turf operations, construction and forestry operations, and other corporate assets, liabilities, revenues, and expenses not reflected within financial services. Transactions between the equipment operations and financial services have been eliminated to arrive at the consolidated financial statements.

The equipment operations and financial services participate in different industries. The equipment operations primarily generate earnings and cash flows by manufacturing and selling equipment, service parts, and technology solutions to dealers and retail customers. Financial services primarily finances sales and leases by dealers of new and used equipment that is largely manufactured by the Company. Those earnings and cash flows generally are the difference between the finance income received from customer payments less interest expense, and depreciation on equipment subject to an operating lease. These two businesses are capitalized differently and have separate performance metrics. The supplemental consolidating data is also used by management due to these differences.

 

40

 

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA

STATEMENTS OF INCOME

For the Three Months Ended July 31, 2022 and August 1, 2021

(In millions of dollars) Unaudited

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

 

2022

2021

2022

2021

2022

2021

2022

2021

 

Net Sales and Revenues

 

 

  

  

 

  

  

 

  

  

 

  

Net sales

$

13,000

$

10,413

$

13,000

$

10,413

Finance and interest income

60

 

33

$

905

$

867

$

(119)

$

(75)

846

825

1

Other income

228

 

263

79

 

96

(51)

 

(70)

256

 

289

2

Total

13,288

 

10,709

984

 

963

(170)

 

(145)

14,102

 

11,527

Costs and Expenses

Cost of sales

9,512

 

7,574

(1)

 

9,511

7,574

3

Research and development expenses

481

 

394

481

394

Selling, administrative and general expenses

805

 

702

156

 

141

(2)

 

(2)

959

 

841

3

Interest expense

109

 

92

223

 

169

(36)

 

(17)

296

 

244

4

Interest compensation to Financial Services

83

 

58

(83)

 

(58)

4

Other operating expenses

47

 

32

317

 

360

(48)

 

(68)

316

 

324

5

Total

11,037

 

8,852

696

 

670

(170)

 

(145)

11,563

 

9,377

Income before Income Taxes

2,251

 

1,857

288

 

293

 

2,539

 

2,150

Provision for income taxes

574

 

425

80

 

66

 

654

 

491

Income after Income Taxes

1,677

 

1,432

208

 

227

 

1,885

 

1,659

Equity in income (loss) of unconsolidated affiliates

(1)

 

8

1

 

8

Net Income

1,676

 

1,440

209

 

227

 

1,885

 

1,667

Less: Net income attributable to noncontrolling interests

1

 

1

Net Income Attributable to Deere & Company

$

1,675

$

1,440

$

209

$

227

$

1,884

$

1,667

 

1 Elimination of financial services’ interest income earned from equipment operations.

2 Elimination of equipment operations’ margin from inventory transferred to equipment on operating leases.

3 Elimination of intercompany service fees.

4 Elimination of equipment operations’ interest expense to financial services.

5 Elimination of financial services’ lease depreciation expense related to inventory transferred to equipment on operating leases.

41

 

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

STATEMENTS OF INCOME

For the Nine Months Ended July 31, 2022 and August 1, 2021

(In millions of dollars) Unaudited

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

 

2022

2021

2022

2021

2022

2021

2022

2021

 

Net Sales and Revenues

 

  

  

  

  

  

  

  

  

Net sales

$

33,565

$

29,461

$

33,565

$

29,461

Finance and interest income

131

 

95

$

2,580

$

2,582

$

(270)

$

(209)

2,441

2,468

1

Other income

1,028

 

712

271

 

269

(264)

 

(213)

1,035

 

768

2

Total

34,724

 

30,268

2,851

 

2,851

(534)

 

(422)

37,041

 

32,697

Costs and Expenses

Cost of sales

25,126

 

21,309

(2)

 

(2)

25,124

21,307

3

Research and development expenses

1,336

 

1,137

1,336

1,137

Selling, administrative and general expenses

2,215

 

2,089

463

 

365

(6)

 

(6)

2,672

 

2,448

3

Interest expense

297

 

287

493

 

539

(77)

 

(43)

713

 

783

4

Interest compensation to Financial Services

189

 

166

(189)

 

(166)

4

Other operating expenses

186

 

140

1,028

 

1,098

(260)

 

(205)

954

 

1,033

5

Total

29,349

 

25,128

1,984

 

2,002

(534)

 

(422)

30,799

 

26,708

Income before Income Taxes

5,375

 

5,140

867

 

849

 

6,242

 

5,989

Provision for income taxes

1,142

 

1,130

222

 

198

 

1,364

 

1,328

Income after Income Taxes

4,233

 

4,010

645

 

651

 

4,878

 

4,661

Equity in income of unconsolidated affiliates

4

 

18

4

 

3

8

21

Net Income

4,237

 

4,028

649

 

654

 

4,886

 

4,682

Less: Net income attributable to noncontrolling interests

1

 

2

 

1

2

Net Income Attributable to Deere & Company

$

4,236

$

4,026

$

649

$

654

$

4,885

$

4,680

 

1 Elimination of financial services’ interest income earned from equipment operations.

2 Elimination of equipment operations’ margin from inventory transferred to equipment on operating leases.

3 Elimination of intercompany service fees.

4 Elimination of equipment operations’ interest expense to financial services.

5 Elimination of financial services’ lease depreciation expense related to inventory transferred to equipment on operating leases.

42

 

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

CONDENSED BALANCE SHEETS

(In millions of dollars) Unaudited

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

Jul 31

Oct 31

Aug 1

Jul 31

Oct 31

Aug 1

Jul 31

Oct 31

Aug 1

Jul 31

Oct 31

Aug 1

2022

2021

2021

2022

2021

2021

2022

2021

2021

2022

2021

2021

Assets

 

 

             

 

 

    

 

  

             

 

  

              

 

  

    

 

  

              

 

  

              

 

  

    

 

  

             

 

  

              

 

  

    

 

  

              

Cash and cash equivalents

$

3,540

$

7,188

$

6,638

$

819

$

829

$

881

$

4,359

$

8,017

$

7,519

Marketable securities

2

 

3

 

3

717

 

725

 

685

 

 

719

 

728

 

688

Receivables from Financial Services

5,055

 

5,564

 

5,913

$

(5,055)

$

(5,564)

$

(5,913)

6

Trade accounts and notes receivable – net

1,342

 

1,155

 

1,127

6,738

 

3,895

 

5,319

(1,384)

 

(842)

 

(1,178)

6,696

 

4,208

 

5,268

7

Financing receivables – net

45

 

73

 

89

35,011

 

33,726

 

31,360

 

 

35,056

 

33,799

 

31,449

Financing receivables securitized – net

2

10

13

5,139

 

4,649

 

5,388

 

 

5,141

 

4,659

 

5,401

Other receivables

1,676

 

1,629

 

1,545

371

 

159

 

171

(48)

 

(23)

 

(14)

1,999

 

1,765

 

1,702

7

Equipment on operating leases – net

6,554

 

6,988

 

6,982

 

 

6,554

 

6,988

 

6,982

Inventories

9,121

 

6,781

 

6,410

9,121

6,781

6,410

Property and equipment – net

5,630

 

5,783

 

5,612

36

 

37

 

37

 

 

5,666

 

5,820

 

5,649

Goodwill

3,754

 

3,291

 

3,148

3,754

3,291

3,148

Other intangible assets – net

1,281

 

1,275

 

1,267

 

 

 

 

1,281

 

1,275

 

1,267

Retirement benefits

3,062

 

3,539

 

986

65

 

64

 

63

(2)

 

(2)

 

(59)

3,125

 

3,601

 

990

8

Deferred income taxes

1,248

 

1,215

 

1,959

48

 

53

 

59

(186)

 

(231)

 

(251)

1,110

 

1,037

 

1,767

9

Other assets

1,727

 

1,646

 

1,747

510

 

499

 

702

(1)

 

 

(1)

2,236

 

2,145

 

2,448

Total Assets

$

37,485

$

39,152

$

36,457

$

56,008

$

51,624

$

51,647

$

(6,676)

$

(6,662)

$

(7,416)

$

86,817

$

84,114

$

80,688

Liabilities and Stockholders’ Equity

Liabilities

Short-term borrowings

$

471

$

1,509

$

1,376

$

13,705

$

9,410

$

9,028

$

14,176

$

10,919

$

10,404

Short-term securitization borrowings

2

10

12

4,918

 

4,595

 

5,265

 

 

4,920

 

4,605

 

5,277

Payables to Equipment Operations

 

 

5,055

 

5,564

 

5,913

$

(5,055)

$

(5,564)

$

(5,913)

 

 

6

Accounts payable and accrued expenses

11,925

 

11,198

 

10,484

2,494

 

2,015

 

1,916

(1,433)

 

(865)

 

(1,193)

12,986

 

12,348

 

11,207

7

Deferred income taxes

436

 

438

 

371

311

 

369

 

395

(186)

 

(231)

 

(251)

561

 

576

 

515

9

Long-term borrowings

8,481

 

8,915

 

8,982

23,651

 

23,973

 

23,298

 

 

32,132

 

32,888

 

32,280

Retirement benefits and other liabilities

2,799

 

4,239

 

5,219

114

 

107

 

112

(2)

 

(2)

 

(59)

2,911

 

4,344

 

5,272

8

Total liabilities

24,114

26,309

26,444

50,248

46,033

45,927

(6,676)

(6,662)

(7,416)

67,686

65,680

64,955

Commitments and contingencies (Note 15)

Redeemable noncontrolling interest (Note 19)

95

95

Stockholders’ Equity

Total Deere & Company stockholders’ equity

19,033

 

18,431

 

15,731

5,760

5,591

5,720

(5,760)

(5,591)

(5,720)

19,033

18,431

15,731

10

Noncontrolling interests

3

 

3

 

2

3

3

2

Financial Services’ equity

(5,760)

 

(5,591)

 

(5,720)

5,760

5,591

5,720

10

Adjusted total stockholders’ equity

13,276

 

12,843

 

10,013

5,760

 

5,591

 

5,720

 

 

19,036

 

18,434

 

15,733

Total Liabilities and Stockholders’ Equity

$

37,485

$

39,152

$

36,457

$

56,008

$

51,624

$

51,647

$

(6,676)

$

(6,662)

$

(7,416)

$

86,817

$

84,114

$

80,688

 

6 Elimination of receivables / payables between equipment operations and financial services.

7 Primarily reclassification of sales incentive accruals on receivables sold to financial services.

8 Reclassification of net pension assets / liabilities.

9 Reclassification of deferred tax assets / liabilities in the same taxing jurisdictions.

10 Elimination of financial services’ equity.

43

 

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

STATEMENTS OF CASH FLOWS

For the Nine Months Ended July 31, 2022 and August 1, 2021

(In millions of dollars) Unaudited

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

2022

2021

2022

2021

2022

2021

2022

2021

Cash Flows from Operating Activities

  

    

 

    

   

    

 

    

   

    

 

    

   

    

 

    

   

Net income

$

4,237

$

4,028

$

649

$

654

$

4,886

$

4,682

Adjustments to reconcile net income to net cash provided by operating activities:

Provision (credit) for credit losses

 

 

5

 

62

 

(22)

 

 

 

62

 

(17)

Provision for depreciation and amortization

 

806

 

803

 

790

 

866

$

(153)

$

(100)

 

1,443

 

1,569

11

Impairment charges

81

 

50

 

 

 

 

 

81

 

50

Share-based compensation expense

64

64

64

64

12

Gain on remeasurement of previously held equity investment

(326)

 

 

 

 

 

 

(326)

 

Undistributed earnings of unconsolidated affiliates

 

370

 

246

 

(3)

 

(2)

 

(368)

 

(240)

 

(1)

 

4

13

Provision (credit) for deferred income taxes

 

44

 

(218)

 

(50)

 

(53)

 

 

 

(6)

 

(271)

Changes in assets and liabilities:

Trade, notes, and financing receivables related to sales

 

(215)

 

(73)

(2,142)

(371)

(2,357)

(444)

14, 16, 17

Inventories

 

(2,415)

 

(1,367)

(111)

(450)

(2,526)

(1,817)

15

Accounts payable and accrued expenses

 

491

 

860

 

36

 

(20)

 

(542)

 

(98)

 

(15)

 

742

16

Accrued income taxes payable/receivable

 

52

 

43

 

30

 

(9)

 

 

 

82

 

34

Retirement benefits

 

(1,020)

 

8

 

6

 

5

 

 

 

(1,014)

 

13

Other

 

101

 

(200)

 

(105)

 

26

 

49

 

(121)

 

45

 

(295)

11, 12, 15

Net cash provided by operating activities

 

2,206

 

4,185

 

1,415

 

1,445

 

(3,203)

 

(1,316)

 

418

 

4,314

Cash Flows from Investing Activities

Collections of receivables (excluding receivables related to sales)

 

16,927

 

15,704

 

(1,153)

 

(1,224)

 

15,774

 

14,480

14

Proceeds from sales of equipment on operating leases

 

1,501

 

1,510

 

 

 

1,501

 

1,510

Cost of receivables acquired (excluding receivables related to sales)

 

(19,069)

 

(18,349)

 

491

 

1,188

 

(18,578)

 

(17,161)

14

Acquisitions of businesses, net of cash acquired

(488)

(19)

 

 

 

 

 

(488)

 

(19)

Purchases of property and equipment

 

(595)

 

(491)

 

(1)

 

(1)

 

 

 

(596)

 

(492)

Cost of equipment on operating leases acquired

 

(1,868)

 

(1,818)

 

151

 

608

 

(1,717)

 

(1,210)

15

Increase in trade and wholesale receivables

 

(3,318)

 

(481)

 

3,318

 

481

 

 

14

Collateral on derivatives – net

5

(4)

(198)

(185)

(193)

(189)

Other

 

(87)

 

(10)

 

(74)

 

(42)

 

28

 

31

 

(133)

 

(21)

13, 17

Net cash used for investing activities

 

(1,165)

 

(524)

 

(6,100)

 

(3,662)

 

2,835

 

1,084

 

(4,430)

 

(3,102)

Cash Flows from Financing Activities

Increase (decrease) in total short-term borrowings

 

58

 

(93)

 

4,209

 

1,022

 

 

 

4,267

 

929

Change in intercompany receivables/payables

 

70

 

(624)

 

(70)

 

624

 

 

 

 

Proceeds from long-term borrowings

 

137

 

 

6,144

 

5,877

 

 

 

6,281

 

5,877

Payments of long-term borrowings

 

(1,372)

 

(71)

 

(5,206)

 

(5,101)

 

 

 

(6,578)

 

(5,172)

Proceeds from issuance of common stock

 

55

 

136

55

136

Repurchases of common stock

 

(2,477)

 

(1,780)

(2,477)

(1,780)

Dividends paid

 

(971)

 

(761)

 

(368)

(240)

 

368

240

 

(971)

(761)

13

Other

 

(39)

 

(50)

 

(23)

 

(22)

 

 

(8)

 

(62)

 

(80)

13

Net cash provided by (used for) financing activities

 

(4,539)

 

(3,243)

 

4,686

 

2,160

 

368

 

232

 

515

 

(851)

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

 

(148)

 

77

 

5

 

29

 

 

 

(143)

 

106

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

 

(3,646)

 

495

 

6

 

(28)

 

 

 

(3,640)

 

467

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

 

7,200

 

6,156

 

925

 

1,016

 

 

 

8,125

 

7,172

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

$

3,554

$

6,651

$

931

$

988

$

4,485

$

7,639

Components of cash, cash equivalents, and restricted cash

Cash and cash equivalents

$

3,540

$

6,638

$

819

$

881

$

4,359

$

7,519

Restricted cash (Other assets)

14

13

112

107

126

120

Total cash, cash equivalents, and restricted cash

$

3,554

$

6,651

$

931

$

988

$

4,485

$

7,639

11 Elimination of depreciation on leases related to inventory transferred to equipment on operating leases.

12 Reclassification of share-based compensation expense.

13 Elimination of dividends from financial services to the equipment operations, which are included in the equipment operations’ operating activities, and capital investments in financial services from the equipment operations.

14 Primarily reclassification of receivables related to the sale of equipment.

15 Reclassification of direct lease agreements with retail customers.

16 Reclassification of sales incentive accruals on receivables sold to financial services.

17 Elimination and reclassification of the effects of financial services’ partial financing of the construction and forestry retail locations sales and subsequent collection of those amounts.

44

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the Company’s most recently filed Annual Report 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 July 31, 2022, 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 third quarter of 2022, there were no changes that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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, trademark, and antitrust 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.

Item 1A.  Risk Factors

See the Company’s most recently filed Annual Report 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 “Forward-Looking Statements” 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

Issuer Purchases of Equity Securities

The Company’s purchases of its common stock during the third quarter of 2022 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

Average Price

Programs (1)

Plans or Programs (1)

 

Period

(thousands)

Paid Per Share

(thousands)

(millions)

 

May 2 to May 29

611

 

$

360.10

611

12.8

May 30 to Jun 26

1,309

337.72

1,309

11.5

Jun 27 to Jul 31

1,933

304.62

1,933

9.8

Total

3,853

3,853

(1)The Company has a share repurchase plan that was announced in December 2019 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 this plan was based on the end of the third quarter closing share price of $343.18 per share. At the end of the third quarter of 2022, $3,348 million of common stock remained to be purchased under the plan.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

45

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits

Certain instruments relating to long-term borrowings constituting less than 10 percent 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 (Exhibit 3.1 to Form 10-Q of registrant for the quarter ended July 28, 2019, Securities and Exchange Commission File Number 1-4121*)

3.2

Bylaws, as amended (Exhibit 3.1 to Form 8-K of registrant filed on December 3, 2020, Securities and Exchange Commission File Number 1-4121*)

31.1

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

31.2

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

32

Section 1350 Certifications (furnished herewith)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Incorporated by reference.

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:

September 1, 2022

By:

/s/ Rajesh Kalathur

Rajesh Kalathur
President, John Deere Financial and Chief Financial Officer

(Principal Financial Officer)

47