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
T he 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 Assets – Net
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 securities – The 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.
Derivatives – The 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) S pecial 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.
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.
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.
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.
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.
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.
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
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.