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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 May 3, 2020

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

8½% Debentures Due 2022

DE22

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 May 3, 2020, 312,858,631 shares of common stock, $1 par value, of the registrant were outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

DEERE & COMPANY

STATEMENT OF CONSOLIDATED INCOME

For the Three Months Ended May 3, 2020 and April 28, 2019

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

2020

2019

 

Net Sales and Revenues

Net sales

$

8,224

$

10,273

Finance and interest income

849

 

838

Other income

180

 

231

Total

9,253

 

11,342

Costs and Expenses

Cost of sales

6,294

 

7,755

Research and development expenses

406

 

457

Selling, administrative and general expenses

906

 

947

Interest expense

342

 

351

Other operating expenses

377

 

359

Total

8,325

 

9,869

Income of Consolidated Group before Income Taxes

928

 

1,473

Provision for income taxes

245

 

343

Income of Consolidated Group

683

 

1,130

Equity in income (loss) of unconsolidated affiliates

(17)

 

6

Net Income

666

 

1,136

Less: Net income attributable to noncontrolling interests

 

1

Net Income Attributable to Deere & Company

$

666

$

1,135

Per Share Data

Basic

$

2.13

$

3.57

Diluted

$

2.11

$

3.52

Average Shares Outstanding

Basic

313.2

317.9

Diluted

316.2

322.2

See Condensed Notes to Interim Consolidated Financial Statements.

2

DEERE & COMPANY

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

For the Three Months Ended May 3, 2020 and April 28, 2019

(In millions of dollars) Unaudited

    

2020

    

2019

 

 

Net Income

 

$

666

$

1,136

Other Comprehensive Income (Loss), Net of Income Taxes

Retirement benefits adjustment

57

 

49

Cumulative translation adjustment

(441)

 

(82)

Unrealized loss on derivatives

(8)

 

(7)

Unrealized gain on debt securities

6

 

8

Other Comprehensive Income (Loss), Net of Income Taxes

(386)

 

(32)

Comprehensive Income of Consolidated Group

280

 

1,104

Less: Comprehensive income attributable to noncontrolling interests

 

1

Comprehensive Income Attributable to Deere & Company

 

$

280

$

1,103

See Condensed Notes to Interim Consolidated Financial Statements.

3

DEERE & COMPANY

STATEMENT OF CONSOLIDATED INCOME

For the Six Months Ended May 3, 2020 and April 28, 2019

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

    

2020

    

2019

 

Net Sales and Revenues

Net sales

 

$

14,754

$

17,214

Finance and interest income

1,745

 

1,653

Other income

385

 

459

Total

16,884

 

19,326

Costs and Expenses

Cost of sales

11,371

 

13,186

Research and development expenses

831

 

864

Selling, administrative and general expenses

1,715

 

1,710

Interest expense

678

 

704

Other operating expenses

792

 

711

Total

15,387

 

17,175

Income of Consolidated Group before Income Taxes

1,497

 

2,151

Provision for income taxes

295

 

528

Income of Consolidated Group

1,202

 

1,623

Equity in income (loss) of unconsolidated affiliates

(18)

 

13

Net Income

1,184

 

1,636

Less: Net income attributable to noncontrolling interests

2

 

3

Net Income Attributable to Deere & Company

 

$

1,182

$

1,633

Per Share Data

Basic

 

$

3.77

$

5.13

Diluted

 

$

3.73

$

5.07

Average Shares Outstanding

Basic

313.3

 

318.1

Diluted

316.7

 

322.4

See Condensed Notes to Interim Consolidated Financial Statements.

4

DEERE & COMPANY

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

For the Six Months Ended May 3, 2020 and April 28, 2019

(In millions of dollars) Unaudited

    

2020

    

2019

 

 

Net Income

 

$

1,184

$

1,636

Other Comprehensive Income (Loss), Net of Income Taxes

Retirement benefits adjustment

287

 

68

Cumulative translation adjustment

(398)

 

(244)

Unrealized loss on derivatives

(8)

 

(15)

Unrealized gain on debt securities

11

 

16

Other Comprehensive Income (Loss), Net of Income Taxes

(108)

 

(175)

Comprehensive Income of Consolidated Group

1,076

 

1,461

Less: Comprehensive income attributable to noncontrolling interests

2

 

3

Comprehensive Income Attributable to Deere & Company

 

$

1,074

$

1,458

See Condensed Notes to Interim Consolidated Financial Statements.

5

DEERE & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEET

(In millions of dollars) Unaudited

    

May 3 

    

November 3

    

April 28

 

2020

2019

2019

 

Assets

Cash and cash equivalents

 

$

8,900

$

3,857

$

3,484

Marketable securities

626

 

581

 

545

Receivables from unconsolidated affiliates

32

 

46

 

34

Trade accounts and notes receivable – net

5,986

 

5,230

 

7,519

Financing receivables – net

27,256

 

29,195

 

25,870

Financing receivables securitized – net

4,685

 

4,383

 

4,814

Other receivables

1,212

 

1,487

 

1,477

Equipment on operating leases – net

7,245

 

7,567

 

7,040

Inventories

6,171

 

5,975

 

7,161

Property and equipment – net

5,685

 

5,973

 

5,757

Investments in unconsolidated affiliates

192

 

215

 

235

Goodwill

2,917

 

2,917

 

3,025

Other intangible assets – net

1,311

 

1,380

 

1,476

Retirement benefits

960

 

840

 

1,383

Deferred income taxes

1,435

 

1,466

 

1,039

Other assets

2,713

 

1,899

 

1,871

Total Assets

 

$

77,326

$

73,011

$

72,730

Liabilities and Stockholders’ Equity

Liabilities

Short-term borrowings

$

11,179

$

10,784

$

11,762

Short-term securitization borrowings

4,640

 

4,321

 

4,702

Payables to unconsolidated affiliates

91

 

142

 

200

Accounts payable and accrued expenses

9,072

 

9,656

 

9,626

Deferred income taxes

475

 

495

 

514

Long-term borrowings

34,324

 

30,229

 

28,255

Retirement benefits and other liabilities

5,680

 

5,953

 

5,733

Total liabilities

65,461

 

61,580

 

60,792

Commitments and contingencies (Note 16)

Redeemable noncontrolling interest (Note 22)

14

14

Stockholders’ Equity

Common stock, $1 par value (issued shares at
May 3, 2020 – 536,431,204)

4,713

 

4,642

 

4,559

Common stock in treasury

(17,690)

 

(17,474)

 

(16,739)

Retained earnings

30,556

 

29,852

 

28,709

Accumulated other comprehensive income (loss)

(5,715)

 

(5,607)

 

(4,610)

Total Deere & Company stockholders’ equity

11,864

 

11,413

 

11,919

Noncontrolling interests

1

 

4

 

5

Total stockholders’ equity

11,865

 

11,417

 

11,924

Total Liabilities and Stockholders’ Equity

$

77,326

$

73,011

$

72,730

See Condensed Notes to Interim Consolidated Financial Statements.

6

DEERE & COMPANY

STATEMENT OF CONSOLIDATED CASH FLOWS

For the Six Months Ended May 3, 2020 and April 28, 2019

(In millions of dollars) Unaudited

    

2020

    

2019

 

Cash Flows from Operating Activities

              

              

Net income

 

$

1,184

$

1,636

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

Provision for credit losses

107

 

37

Provision for depreciation and amortization

1,067

 

1,016

Impairment charges

114

 

Share-based compensation expense

48

 

44

Undistributed earnings of unconsolidated affiliates

(8)

 

(9)

Credit for deferred income taxes

(61)

 

(282)

Changes in assets and liabilities:

Trade, notes, and financing receivables related to sales

(491)

 

(2,731)

Inventories

(496)

 

(1,394)

Accounts payable and accrued expenses

(707)

 

(66)

Accrued income taxes payable/receivable

(173)

 

157

Retirement benefits

58

 

20

Other

134

 

77

Net cash provided by (used for) operating activities

776

 

(1,495)

Cash Flows from Investing Activities

Collections of receivables (excluding receivables related to sales)

9,624

 

9,176

Proceeds from maturities and sales of marketable securities

39

 

30

Proceeds from sales of equipment on operating leases

898

 

823

Cost of receivables acquired (excluding receivables related to sales)

(9,367)

 

(8,887)

Purchases of marketable securities

(71)

 

(59)

Purchases of property and equipment

(441)

 

(491)

Cost of equipment on operating leases acquired

(960)

 

(924)

Collateral on derivatives - net

319

60

Other

(11)

 

(100)

Net cash provided by (used for) investing activities

30

 

(372)

Cash Flows from Financing Activities

Increase in total short-term borrowings

1,138

 

1,570

Proceeds from long-term borrowings

7,275

 

4,232

Payments of long-term borrowings

(3,315)

 

(3,427)

Proceeds from issuance of common stock

70

 

95

Repurchases of common stock

(263)

 

(481)

Dividends paid

(481)

 

(462)

Other

(81)

 

(54)

Net cash provided by financing activities

4,343

 

1,473

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

(102)

 

(35)

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

5,047

(429)

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

3,956

 

4,015

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

$

9,003

$

3,586

See Condensed Notes to Interim Consolidated Financial Statements.

7

DEERE & COMPANY

STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended May 3, 2020 and April 28, 2019

(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 April 28, 2019

Balance January 27, 2019

    

$

11,333

$

4,512

$

(16,422)

$

27,816

$

(4,578)

$

5

$

14

Net income

 

1,136

1,135

1

Other comprehensive loss

 

(32)

(32)

Repurchases of common stock

 

(337)

(337)

Treasury shares reissued

 

20

20

Dividends declared

 

(243)

(242)

(1)

Stock options and other

 

47

47

Balance April 28, 2019

$

11,924

$

4,559

$

(16,739)

$

28,709

$

(4,610)

$

5

$

14

Six Months Ended April 28, 2019

 

 

Balance October 28, 2018

    

$

11,291

$

4,474

$

(16,312)

$

27,553

$

(4,427)

$

3

$

14

 

ASU No. 2016-01 adoption

8

(8)

Net income

 

1,636

1,633

3

Other comprehensive loss

 

(175)

(175)

Repurchases of common stock

 

(481)

(481)

Treasury shares reissued

 

54

54

Dividends declared

 

(486)

(485)

(1)

Stock options and other

 

85

85

Balance April 28, 2019

$

11,924

$

4,559

$

(16,739)

$

28,709

$

(4,610)

$

5

$

14

Three Months Ended May 3, 2020

Balance February 2, 2020

$

11,930

$

4,675

$

(17,549)

$

30,129

$

(5,329)

$

4

$

14

Net income

666

666

Other comprehensive loss

(386)

(386)

Repurchases of common stock

(149)

(149)

Treasury shares reissued

8

8

Dividends declared

(241)

(238)

(3)

Noncontrolling interest redemption (Note 22)

(14)

Stock options and other

37

38

(1)

Balance May 3, 2020

$

11,865

$

4,713

$

(17,690)

$

30,556

$

(5,715)

$

1

Six Months Ended May 3, 2020

Balance November 3, 2019

$

11,417

$

4,642

$

(17,474)

$

29,852

$

(5,607)

$

4

$

14

Net income

1,183

1,182

1

1

Other comprehensive loss

(108)

(108)

Repurchases of common stock

(263)

(263)

Treasury shares reissued

47

47

Dividends declared

(480)

(477)

(3)

(1)

Noncontrolling interest redemption (Note 22)

(14)

Stock options and other

69

71

(1)

(1)

Balance May 3, 2020

$

11,865

$

4,713

$

(17,690)

$

30,556

$

(5,715)

$

1

See Condensed Notes to Interim Consolidated Financial Statements.

8

Condensed Notes to Interim Consolidated Financial Statements (Unaudited)

(1)  Organization and Consolidation

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

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

Financial ServicesIncludes primarily the Company’s financing operations.

ConsolidatedRepresents the consolidation of the equipment operations and financial services. References to “Deere & Company” or “the Company” refer to the entire enterprise.

The Company uses a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The second quarter ends for fiscal year 2020 and 2019 were May 3, 2020 and April 28, 2019, respectively. Both periods contained 13 weeks.

Variable Interest Entities

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

The Company also has an interest in a joint venture that manufactures construction equipment in Brazil for local and overseas markets. The joint venture is a VIE; however, the Company is not the primary beneficiary. Therefore, the entity’s financial results are not fully consolidated in the Company’s consolidated financial statements, but are included on the equity basis. The maximum exposure to loss was $13 million, $22 million, and $22 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

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

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

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. The identification and rapid spread of COVID-19 (COVID) has resulted in governments and other authorities implementing numerous measures designed to contain the virus. These and other actions have resulted in uncertainties in the Company’s business, which may result in actual results differing significantly from those estimates. Examples of estimates used in the financial statements affected by this uncertainty include sales incentive costs, incurred credit losses, the value of used equipment, equipment on operating lease return rates, forecasted annual effective income tax rate, and cash flows to determine long-lived assets, goodwill, and certain intangible asset recoverability, and fair value measurements.

Cash Flow Information

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

The Company had the following non-cash operating and investing activities that were not included in the statement of consolidated cash flows. The Company transferred inventory to equipment on operating leases of approximately $255 million and $308 million in the first six months of 2020 and 2019, respectively. The Company also had accounts payable related to purchases of property and equipment of approximately $46 million and $74 million at May 3, 2020 and April 28, 2019, respectively.

9

The Company’s restricted cash held at May 3, 2020, November 3, 2019, April 28, 2019, and October 28, 2018 was as follows in millions of dollars:

May 3 

November 3

April 28

October 28

2020

2019

2019

2018

Equipment operations

$

11

$

21

$

10

$

7

Financial services

92

78

92

104

Total

$

103

$

99

$

102

$

111

The equipment operations’ restricted cash relates to miscellaneous operational activities. The financial services restricted cash primarily relates to securitization of financing receivables (see Note 12). The restricted cash is recorded in “Other assets” in the consolidated balance sheet.

(3)     New Accounting Standards

New Accounting Standards Adopted

In the first quarter of 2020, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), which supersedes Accounting Standards Codification (ASC) 840, Leases. This ASU was adopted using a modified-retrospective approach. The ASU’s primary change is the requirement for lessee entities to recognize a lease liability for payments and a right of use asset during the term of operating lease arrangements. The ASU did not significantly change the lessee’s recognition, measurement, and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. The ASU adds new disclosures about the Company’s leasing activities. The Company elected the optional practical expedients to not reassess whether existing contracts contain leases, not reassess lease classification, and not reassess initial direct costs for existing leases. The Company did not elect the hindsight practical expedient. In addition, the Company elected to combine lease and non-lease components for all asset classes and to not recognize a right of use asset or lease liability for arrangements that qualify as short-term leases.

The operating lease liabilities are recorded in “Accounts payable and accrued expenses” and the operating lease right of use assets are recorded in “Other assets.” The finance lease liabilities are recorded in “Short-term borrowings” or “Long-term borrowings” based on the remaining lease term, and the finance lease right of use assets are recorded in “Property and equipment - net.” In addition to the lease liabilities and right of use assets, land use rights were reclassified from “Other intangible assets - net” to “Other assets” and finance lease liabilities were reclassified from “Accounts payable and accrued expenses” to “Short-term borrowings” and “Long-term borrowings.” The effect of adopting the ASU on the consolidated balance sheet follows in millions of dollars:

November 3, 2019

Cumulative Effect
from Adoption

November 4, 2019

Assets

Other intangible assets - net

$

1,380

$

(23)

$

1,357

Other assets

1,899

402

2,301

Liabilities

Short-term borrowings

$

10,784

$

11

$

10,795

Accounts payable and accrued expenses

9,656

348

10,004

Long-term borrowings

30,229

20

30,249

The Company implemented a new system for lessee accounting with new processes and controls at the time of adopting the ASU. The adoption did not have a material effect on the Company’s operating results or cash flows. See Note 15 for additional information.

10

The Company also adopted the following standards in the first quarter of 2020, none of which had a material effect on the Company’s consolidated financial statements:

Accounting Standards Updates

2017-08

Premium Amortization on Purchased Callable Debt Securities, which amends ASC 310-20, Receivables – Nonrefundable Fees and Other Costs

2018-07

Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation

2019-04

Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The adoption was for clarifications to ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities

In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which establishes ASC 848, Reference Rate Reform. Regulators in several countries are requiring initiatives to identify alternative reference rates to the London Interbank Offered Rates and other interbank rates. This regulatory requirement will likely result in contract revisions that will transition to alternative reference rates. This ASU provides optional, temporary guidance, simplifications, and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions resulting from the transition. The guidance in this ASU is elective and effective beginning in the second quarter of 2020 through December 31, 2022. The Company is evaluating the contracts that could be affected by an alternative reference rate and assessing the potential effects of the ASU on the consolidated financial statements.

New Accounting Standards to be Adopted

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which establishes ASC 326, Financial Instruments – Credit Losses. The ASU revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss to an expected loss methodology. The ASU affects receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The effective date will be the first quarter of fiscal year 2021. The ASU will be adopted using a modified-retrospective approach. The Company is developing models to estimate expected credit losses, assessing appropriate assumptions, designing new procedures and controls, and evaluating the potential effects on the consolidated financial statements.

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

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The effective dates for the separate portions of the ASU and the expected effect on the consolidated financial statements are as follows for the portions that have not yet been adopted: (1) clarifications to ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, is the first quarter of fiscal year 2021, which is under evaluation, and (2) clarifications to ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities is the first quarter of fiscal year 2021, which will not have a material effect on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which amends ASC 740, Income Taxes. This ASU simplifies the accounting for income taxes by modifying the treatment of intraperiod tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, the ASU also provides guidance for the accounting of a franchise tax that is partially based on income, requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date, and clarifies the tax accounting of a step up in tax basis of goodwill. The effective date will be the first quarter of fiscal year 2022, with early adoption permitted. The guidance related to the foreign equity method investments, foreign subsidiaries, and franchise taxes will be adopted using a modified-retrospective approach. The remaining provisions will be adopted prospectively. The adoption is not expected to have a material effect on the Company’s consolidated financial statements.

11

(4)  Revenue Recognition

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

Three Months Ended May 3, 2020

    

Agriculture
and Turf

    

Construction
and Forestry

    

Financial
Services

    

Total

Primary geographical markets:

             

             

United States

$

3,381

$

1,263

$

604

$

5,248

Canada

266

166

 

151

 

583

Western Europe

1,111

358

 

22

 

1,491

Central Europe and CIS

338

140

 

8

 

486

Latin America

458

135

 

60

 

653

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

511

251

30

792

Total

$

6,065

$

2,313

$

875

$

9,253

Major product lines:

             

             

Large Agriculture

$

3,075

$

3,075

Small Agriculture

1,976

 

 

1,976

Turf

806

 

 

806

Construction

$

877

 

 

877

Compact Construction

339

339

Roadbuilding

723

 

 

723

Forestry

254

 

 

254

Financial Products

21

6

$

875

 

902

Other

187

114

 

 

301

Total

$

6,065

$

2,313

$

875

$

9,253

Timing of revenue recognition:

             

             

Revenue recognized at a point in time

$

6,016

$

2,287

$

26

$

8,329

Revenue recognized over time

49

26

849

924

Total

$

6,065

$

2,313

$

875

$

9,253

    

Six Months Ended May 3, 2020

Agriculture
and Turf

Construction
and Forestry

Financial
Services

Total

Primary geographical markets:

United States

$

5,881

$

2,283

$

1,247

$

9,411

Canada

404

338

 

307

 

1,049

Western Europe

1,889

697

 

44

 

2,630

Central Europe and CIS

558

299

 

18

 

875

Latin America

913

294

 

126

 

1,333

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

1,015

507

64

1,586

Total

$

10,660

$

4,418

$

1,806

$

16,884

Major product lines:

             

             

Large Agriculture

$

5,214

$

5,214

Small Agriculture

3,741

 

 

3,741

Turf

1,274

 

 

1,274

Construction

$

1,718

 

 

1,718

Compact Construction

627

627

Roadbuilding

1,328

 

 

1,328

Forestry

528

 

528

Financial Products

48

13

$

1,806

 

1,867

Other

383

204

 

 

587

Total

$

10,660

$

4,418

$

1,806

$

16,884

Timing of revenue recognition:

             

             

Revenue recognized at a point in time

$

10,556

$

4,366

$

52

$

14,974

Revenue recognized over time

104

52

1,754

1,910

Total

$

10,660

$

4,418

$

1,806

$

16,884

12

Three Months Ended April 28, 2019

    

Agriculture
and Turf

    

Construction
and Forestry

    

Financial
Services

    

Total

Primary geographical markets:

             

             

United States

$

3,912

$

1,738

$

604

$

6,254

Canada

313

265

 

153

 

731

Western Europe

1,360

379

 

21

 

1,760

Central Europe and CIS

393

155

 

9

 

557

Latin America

772

194

 

69

 

1,035

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

647

328

30

1,005

Total

$

7,397

$

3,059

$

886

$

11,342

Major product lines:

             

             

Large Agriculture

$

3,494

$

3,494

Small Agriculture

2,632

 

 

2,632

Turf

989

 

 

989

Construction

$

1,478

 

 

1,478

Compact Construction

320

320

Roadbuilding

814

 

 

814

Forestry

338

 

 

338

Financial Products

25

6

$

886

 

917

Other

257

103

 

 

360

Total

$

7,397

$

3,059

$

886

$

11,342

Timing of revenue recognition:

             

             

Revenue recognized at a point in time

$

7,345

$

3,034

$

10,379

Revenue recognized over time

52

25

$

886

963

Total

$

7,397

$

3,059

$

886

$

11,342

Six Months Ended April 28, 2019

    

Agriculture
and Turf

    

Construction
and Forestry

    

Financial
Services

    

Total

Primary geographical markets:

United States

$

6,540

$

2,901

$

1,179

$

10,620

Canada

485

513

 

310

 

1,308

Western Europe

2,208

716

 

41

 

2,965

Central Europe and CIS

541

326

 

18

 

885

Latin America

1,320

344

 

133

 

1,797

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

1,100

591

60

1,751

Total

$

12,194

$

5,391

$

1,741

$

19,326

Major product lines:

             

             

Large Agriculture

$

5,661

$

5,661

Small Agriculture

4,441

 

 

4,441

Turf

1,495

 

 

1,495

Construction

$

2,487

 

 

2,487

Compact Construction

584

584

Roadbuilding

1,412

 

 

1,412

Forestry

690

 

690

Financial Products

44

13

$

1,741

 

1,798

Other

553

205

 

 

758

Total

$

12,194

$

5,391

$

1,741

$

19,326

Timing of revenue recognition:

             

             

Revenue recognized at a point in time

$

12,100

$

5,347

$

17,447

Revenue recognized over time

94

44

$

1,741

1,879

Total

$

12,194

$

5,391

$

1,741

$

19,326

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

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

13

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

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

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

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

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

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

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

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

The Company invoices in advance of recognizing the sale of certain products and the revenue for certain services. These items are primarily for premiums for extended warranties, advance payments for future equipment sales, and subscription and service revenue related to precision guidance and telematic services. These advanced customer payments are presented as deferred revenue, a contract liability, in “Accounts payable and accrued expenses” in the consolidated balance sheet. The deferred revenue received, but not recognized in revenue, including extended warranty premiums also shown in Note 16, was $1,077 million, $1,010 million and $1,014 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The contract liability is reduced as the revenue is recognized. During the three months ended May 3, 2020 and April 28, 2019, $97 million and $103 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 six months ended May 3, 2020 and April 28, 2019, $278 million and $265 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 Company entered into contracts with customers to deliver equipment and services that have not been recognized at May 3, 2020 because the equipment or services have not been provided. These contracts primarily relate to extended warranty and certain precision guidance and telematic services. The amount of unsatisfied performance obligations for contracts with an original duration greater than one year is $907 million at May 3, 2020. The estimated revenue to be recognized by fiscal year follows in millions of dollars: remainder of 2020 - $214, 2021 - $320, 2022 - $205, 2023 - $109, 2024 - $45, and later years - $14. The Company discloses unsatisfied performance obligations with an original contract duration greater than one year. The contracts with an expected duration of one year or less are generally for sales to dealers and end customers for equipment, service parts, repair services, and certain telematics services.

As explained in the 2019 Form 10-K, the Company’s policy on trade accounts and notes receivables is to not extend interest-free periods nor to forgive interest charged. During the second quarter of 2020, the Company provided short-term payment relief on trade accounts and notes receivables to independent dealers and certain other customers (customers) that are negatively affected by the economic effects of COVID. The relief was provided both in regional programs and case-by-case situations with creditworthy customers. This relief generally included payment deferrals not exceeding three months, extending interest-free periods for up to an additional three months with the total interest-free period not to exceed one year, or reducing interest rates for a maximum of three months. The trade receivable balance granted relief in the second quarter was $707 million with $585 million outstanding, or approximately 10 percent of the trade receivable portfolio, at May 3, 2020. These actions were taken in response to the sudden, severe economic effects of COVID on customers. Outside of these actions, the Company is not modifying its normal sales terms with customers that are outlined in the 2019 Form 10-K.

14

For customers who obtained payment relief, subsequent sales transactions are evaluated to confirm the revenue recognition criteria are met, including the sales price is determinable and collectability of the payments are probable based on the terms outlined in the contract.

(5)Other Comprehensive Income Items

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

    

    

    

    

    

Total

 

Unrealized

Unrealized

Accumulated

Retirement

Cumulative

Gain (Loss)

Gain (Loss)

Other

Benefits

Translation

on

on

Comprehensive

Adjustment

Adjustment

Derivatives

Debt Securities

Income (Loss)

Balance October 28, 2018

$

(3,237)

$

(1,203)

 

$

15

$

(2)

$

(4,427)

ASU No. 2016-01 adoption

(8)

(8)

Other comprehensive income (loss) items before reclassification

 

32

(244)

(11)

16

 

(207)

Amounts reclassified from accumulated other comprehensive income

 

36

(4)

 

32

Net current period other comprehensive income (loss)

 

68

 

(244)

 

(15)

 

16

 

(175)

Balance April 28, 2019

$

(3,169)

$

(1,447)

$

6

$

(4,610)

Balance November 3, 2019

$

(3,915)

$

(1,651)

 

$

(60)

$

19

$

(5,607)

Other comprehensive income (loss) items before reclassification

186

(398)

(13)

11

(214)

Amounts reclassified from accumulated other comprehensive income

101

5

106

Net current period other comprehensive income (loss)

287

(398)

(8)

11

(108)

Balance May 3, 2020

$

(3,628)

 

$

(2,049)

 

$

(68)

 

$

30

 

$

(5,715)

15

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

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Three Months Ended May 3, 2020

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

(441)

$

(441)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(15)

$

3

(12)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

4

4

Net unrealized gain (loss) on derivatives

(11)

3

(8)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

8

(2)

6

Net unrealized gain (loss) on debt securities

8

(2)

6

Retirement benefits adjustment:

Pensions

Net actuarial gain (loss)

(28)

6

(22)

Reclassification to other operating expenses through amortization of: *

Actuarial (gain) loss

62

(16)

46

Prior service (credit) cost

3

3

Settlements

3

3

OPEB

Net actuarial gain (loss)

29

(7)

22

Reclassification to other operating expenses through amortization of: *

Actuarial (gain) loss

7

(1)

6

Prior service (credit) cost

(1)

(1)

Net unrealized gain (loss) on retirement benefits adjustment

75

(18)

57

Total other comprehensive income (loss)

 

$

(369)

$

(17)

$

(386)

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Six Months Ended May 3, 2020

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

(398)

 

 

$

(398)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(17)

$

4

(13)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

6

(1)

5

Net unrealized gain (loss) on derivatives

(11)

3

(8)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

14

(3)

11

Net unrealized gain (loss) on debt securities

14

(3)

11

Retirement benefits adjustment:

Pensions

Net actuarial gain (loss)

(27)

6

(21)

Reclassification to other operating expenses through amortization of: *

Actuarial (gain) loss

124

(42)

82

Prior service (credit) cost

6

(1)

5

Settlements

6

(1)

5

OPEB

Net actuarial gain (loss)

274

(67)

207

Reclassification to other operating expenses through amortization of: *

Actuarial (gain) loss

14

(3)

11

Prior service (credit) cost

(2)

(2)

Net unrealized gain (loss) on retirement benefits adjustment

395

(108)

287

Total other comprehensive income (loss)

 

$

(108)

$

(108)

16

 

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Three Months Ended April 28, 2019

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

(83)

$

1

$

(82)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(6)

1

(5)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(3)

1

(2)

Net unrealized gain (loss) on derivatives

(9)

2

(7)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

10

(2)

8

Net unrealized gain (loss) on debt securities

10

(2)

8

Retirement benefits adjustment:

Pensions

Net actuarial gain (loss)

(19)

4

(15)

Reclassification to other operating expenses through amortization of: *

Actuarial (gain) loss

36

(9)

27

Prior service (credit) cost

3

(1)

2

OPEB

Net actuarial gain (loss)

60

(14)

46

Reclassification to other operating expense through amortization of: *

Actuarial (gain) loss

3

(1)

2

Prior service (credit) cost

(18)

5

(13)

Net unrealized gain (loss) on retirement benefits adjustment

65

(16)

49

Total other comprehensive income (loss)

 

$

(17)

$

(15)

$

(32)

In the second quarter of 2020 and 2019, the noncontrolling interests’ comprehensive income was none and $1 million, respectively, which consisted of net income.

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Six Months Ended April 28, 2019

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

(244)

 

$

(244)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(14)

$

3

(11)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(5)

1

(4)

Net unrealized gain (loss) on derivatives

(19)

4

(15)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

20

(4)

16

Net unrealized gain (loss) on debt securities

20

(4)

16

Retirement benefits adjustment:

Pensions

Net actuarial gain (loss)

(18)

4

(14)

Reclassification to other operating expenses through amortization of: *

Actuarial (gain) loss

71

(17)

54

Prior service (credit) cost

6

(2)

4

OPEB

Net actuarial gain (loss)

60

(14)

46

Reclassification to other operating expenses through amortization of: *

Actuarial (gain) loss

8

(2)

6

Prior service (credit) cost

(36)

8

(28)

Net unrealized gain (loss) on retirement benefits adjustment

91

(23)

68

Total other comprehensive income (loss)

 

$

(152)

$

(23)

$

(175)

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

In the first six months of 2020 and 2019, the noncontrolling interests’ comprehensive income was $2 million and $3 million, respectively, which consisted of net income.

17

(6)Dividends Declared and Paid

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

Three Months Ended 

Six Months Ended 

 

May 3 

April 28

May 3 

April 28

 

2020

2019

2020

2019

 

Dividends declared

    

$

.76

    

$

.76

    

$

1.52

    

$

1.52

Dividends paid

$

.76

$

.76

$

1.52

$

1.45

 

(7)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 

Six Months Ended

 

May 3 

April 28

May 3 

April 28

 

2020

2019

2020

2019

 

Net income attributable to Deere & Company

    

$

666

    

$

1,135

    

$

1,182

    

$

1,633

Average shares outstanding

313.2

 

317.9

313.3

 

318.1

Basic per share

$

2.13

$

3.57

$

3.77

$

5.13

Average shares outstanding

313.2

 

317.9

313.3

 

318.1

Effect of dilutive share-based compensation

3.0

 

4.3

3.4

 

4.3

Total potential shares outstanding

316.2

 

322.2

316.7

 

322.4

Diluted per share

$

2.11

$

3.52

$

3.73

$

5.07

During the second quarter and first six months of 2020, 1.0 million shares and .6 million shares, respectively, were excluded from the computation because the incremental shares would have been antidilutive. During the second quarter and first six months of 2019, .6 million shares and .6 million shares, respectively, were excluded from the above per share computation.

(8)Pension and Other Postretirement Benefits

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

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

 

Three Months Ended

Six Months Ended

 

May 3 

April 28

May 3 

April 28

 

2020

2019

2020

2019

 

Service cost

    

$

77

    

$

66

    

$

161

    

$

132

Interest cost

87

 

111

174

 

222

Expected return on plan assets

(204)

 

(200)

(409)

 

(400)

Amortization of actuarial loss

62

 

36

124

 

71

Amortization of prior service cost

3

 

3

6

 

6

Settlements

3

 

6

 

Net cost

$

28

$

16

$

62

$

31

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

 

Three Months Ended

Six Months Ended

 

May 3 

April 28

May 3 

April 28

 

2020

2019

2020

2019

 

Service cost

    

$

12

    

$

10

    

$

24

    

$

20

Interest cost

35

 

53

72

 

107

Expected return on plan assets

(12)

 

(9)

(24)

 

(18)

Amortization of actuarial loss

7

 

3

14

 

8

Amortization of prior service credit

(1)

 

(18)

(2)

 

(36)

Curtailments

21

Net cost

$

41

$

39

$

105

$

81

18

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

In the first quarter of 2020, the Company remeasured the U.S. OPEB health care plans. The wage plan was remeasured due to the U.S. enactment of the Setting Every Community Up for Retirement Enhancement Act (SECURE Act) that repealed the health insurance provider fee effective in 2021. The salary plans were remeasured due to the U.S. voluntary employee-separation program (see Note 20), which resulted in a $21 million curtailment loss. The combined effect of the remeasurements was to reduce the benefit obligation by $245 million.

During the first six months of 2020, the Company contributed approximately $42 million to its pension plans and $66 million to its OPEB plans. The Company presently anticipates contributing an additional $50 million to its pension plans and $69 million to its OPEB plans during the remainder of fiscal year 2020. These contributions primarily include direct benefit payments from Company funds.

(9)  Income Taxes

The lower effective tax rate in the first six months of 2020 primarily resulted from two discrete items. In January 2020, the Company changed the corporate structure of two foreign holding subsidiaries to be indirect branches of Deere & Company. The change in tax status generated a capital loss that will be carried back in the Company’s U.S. income tax return resulting in a $43 million benefit. In addition, a discrete benefit of $28 million was recognized for the excess tax benefits related to vesting or exercise of share-based compensation awards.

The Company’s unrecognized tax benefits at May 3, 2020, November 3, 2019, and April 28, 2019 were $610 million, $553 million, and $285 million. The liability at May 3, 2020, November 3, 2019, and April 28, 2019 consisted of approximately $145 million, $153 million, and $133 million, respectively, which would affect the effective tax rate if the tax benefits were recognized. The increase from the prior year primarily relates to the interpretation of a repatriation tax regulation for fiscal year end companies. The remaining liability was related to tax positions for which there are offsetting tax receivables, or the uncertainty was only related to timing. The Company expects that any reasonably possible change in the amounts of unrecognized tax benefits in the next 12 months would not be significant.

19

(10)  Segment Reporting

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

 

Three Months Ended 

Six Months Ended 

 

 

May 3 

April 28

%

May 3 

April 28

%

 

  2020   

  2019   

Change

   2020   

   2019   

Change

 

Net sales and revenues:

 

 

 

    

 

    

 

 

    

 

    

Agriculture and turf

 

$

5,968

$

7,282

-18

 

$

10,455

$

11,963

-13

Construction and forestry

2,256

 

2,991

-25

4,299

 

5,251

-18

Total net sales

8,224

 

10,273

-20

14,754

 

17,214

-14

Financial services

875

 

886

-1

1,806

 

1,741

+4

Other revenues

154

 

183

-16

324

 

371

-13

Total net sales and revenues

 

$

9,253

$

11,342

-18

 

$

16,884

$

19,326

-13

Operating profit: *

Agriculture and turf

 

$

794

$

1,019

-22

 

$

1,167

$

1,367

-15

Construction and forestry

96

 

347

-72

189

 

576

-67

Financial services

75

 

170

-56

254

 

362

-30

Total operating profit

965

 

1,536

-37

1,610

 

2,305

-30

Reconciling items **

(54)

 

(58)

-7

(133)

 

(144)

-8

Income taxes

(245)

 

(343)

-29

(295)

 

(528)

-44

Net income attributable to Deere & Company

 

$

666

$

1,135

-41

 

$

1,182

$

1,633

-28

Intersegment sales and revenues:

Agriculture and turf net sales

 

$

8

$

10

-20

 

$

15

$

18

-17

Construction and forestry net sales

 

1

Financial services

93

 

96

-3

159

 

168

-5

Equipment operations outside the U.S. and Canada:

Net sales

 

$

3,226

$

4,141

-22

 

$

6,006

$

6,959

-14

Operating profit

184

 

482

-62

408

 

658

-38

 

 

    

May 3 

    

November 3

 

2020

2019

            

 

Identifiable assets:

Agriculture and turf

 

$

10,378

$

10,379

  

Construction and forestry

9,336

 

9,387

-1

Financial services

48,664

 

48,483

Corporate

8,948

 

4,762

+88

Total assets

 

$

77,326

$

73,011

+6

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

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

(11)  Financing Receivables

Past due balances of financing receivables still accruing finance income represent the total balance held (principal plus accrued interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing financing receivables represent loans for which the Company has ceased accruing finance income. 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, after charging the dealer’s withholding account, if any, is written off to the allowance for credit losses. Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is generally resumed when the receivable becomes contractually current and collections are reasonably assured.

20

Due to the significant, negative effects of COVID on dealers and retail customers, the Company provided short-term payment relief to dealers and retail customers on financing receivables, which includes retail notes, wholesale notes, revolving charge accounts, and sales-type and direct financing leases. The relief was provided in regional programs and case-by-case situations with customers that were generally current in their payment obligations. This relief generally included payment deferrals or reduced financing rates of three months or less. The balance of financing receivables granted relief was approximately 3 percent of the total financing receivable balance at May 3, 2020.

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

 

May 3, 2020

    

    

    

90 Days

    

 

30-59 Days

60-89 Days

or Greater

Total

Past Due

Past Due

Past Due

Past Due

Retail Notes:

Agriculture and turf

 

$

188

 

$

94

 

$

2

 

$

284

Construction and forestry

116

49

18

183

Other:

Agriculture and turf

59

22

1

82

Construction and forestry

62

11

73

Total

 

$

425

 

$

176

 

$

21

 

$

622

    

 

Total

Total

         Total         

Financing

Past Due

Non-Performing

Current

Receivables

Retail Notes:

Agriculture and turf

 

$

284

 

$

291

 

$

18,308

 

$

18,883

Construction and forestry

183

144

3,409

3,736

Other:

Agriculture and turf

82

123

7,856

8,061

Construction and forestry

73

35

1,348

1,456

Total

 

$

622

 

$

593

 

$

30,921

32,136

Less allowance for credit losses

195

Total financing receivables – net

 

$

31,941

 

 

November 3, 2019

    

    

    

90 Days

    

 

30-59 Days

60-89 Days

or Greater

Total

Past Due

Past Due

Past Due

Past Due

 

Retail Notes:

Agriculture and turf

$

138

$

73

$

1

$

212

Construction and forestry

 

79

29

 

4

 

112

 

Other:

Agriculture and turf

 

39

19

 

1

 

59

 

Construction and forestry

 

26

7

 

 

33

 

Total

$

282

$

128

$

6

$

416

 

Total

 

Total

         Total         

Financing

 

Past Due

Non-Performing

Current

Receivables

 

Retail Notes:

Agriculture and turf

$

212

$

268

$

18,931

$

19,411

Construction and forestry

112

 

127

 

3,450

 

3,689

 

Other:

Agriculture and turf

59

 

28

 

8,986

 

9,073

 

Construction and forestry

33

 

26

 

1,496

 

1,555

 

Total

$

416

$

449

$

32,863

33,728

 

Less allowance for credit losses

150

 

Total financing receivables – net

$

33,578

 

 

21

April 28, 2019

    

    

    

90 Days

    

 

30-59 Days

60-89 Days

or Greater

Total

Past Due

Past Due

Past Due

Past Due

Retail Notes:

Agriculture and turf

    

$

139

$

73

    

$

1

    

$

213

 

Construction and forestry

90

40

 

1

131

Other:

Agriculture and turf

33

16

 

49

Construction and forestry

19

4

 

23

Total

$

281

$

133

$

2

$

416

Total

Total

         Total         

Financing

Past Due

Non-Performing

Current

Receivables

Retail Notes:

Agriculture and turf

$

213

$

293

$

17,644

$

18,150

Construction and forestry

131

 

124

 

3,120

3,375

Other:

Agriculture and turf

49

 

67

 

7,861

7,977

Construction and forestry

23

 

10

 

1,331

1,364

Total

$

416

$

494

$

29,956

30,866

Less allowance for credit losses

182

Total financing receivables – net

$

30,684

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

 

Revolving

Retail

Charge

Notes

Accounts

Other

Total

Three Months Ended May 3, 2020

Allowance:

    

 

    

    

 

    

    

 

    

    

 

Beginning of period balance

 

$

88

 

$

40

$

29

$

157

Provision

58

20

7

85

Write-offs

(24)

(23)

(2)

(49)

Recoveries

3

6

9

Translation adjustments

(6)

(1)

(7)

End of period balance *

 

$

119

 

$

43

$

33

$

195

Six Months Ended May 3, 2020

Allowance:

    

Beginning of period balance

 

$

89

 

$

40

$

21

$

150

Provision

74

18

14

106

Write-offs

(41)

(29)

(4)

(74)

Recoveries

5

14

1

20

Translation adjustments

(8)

1

(7)

End of period balance *

 

$

119

 

$

43

$

33

$

195

Financing receivables:

End of period balance

 

$

22,619

 

$

3,454

$

6,063

$

32,136

Balance individually evaluated **

 

$

157

 

$

83

$

240

* Individual allowances were not significant.

** Remainder is collectively evaluated.

The negative economic effects related to COVID and other macroeconomic issues have significantly affected certain retail borrowers, particularly of construction equipment. As a result, the allowance for credit losses increased $38 million in the second quarter of 2020 reflecting estimated credit losses inherent in the financing receivables.

 

22

Revolving

 

Retail

Charge

 

Notes

Accounts

Other

Total

Three Months Ended April 28, 2019

Allowance:

    

    

    

    

    

    

    

    

Beginning of period balance

$

111

 

$

43

$

23

$

177

Provision

 

9

17

3

 

29

Write-offs

 

(9)

(22)

(2)

 

(33)

Recoveries

 

6

5

 

11

Translation adjustments

 

(2)

 

(2)

End of period balance *

$

115

$

43

$

24

$

182

Six Months Ended April 28, 2019

Allowance:

    

 

    

    

 

    

    

 

        

    

Beginning of period balance

$

113

 

$

43

$

22

$

178

Provision

 

15

16

5

 

36

Write-offs

 

(20)

(26)

(3)

 

(49)

Recoveries

 

10

10

 

20

Translation adjustments

(3)

 

(3)

End of period balance *

$

115

$

43

$

24

$

182

Financing receivables:

End of period balance

$

21,525

 

$

3,299

$

6,042

$

30,866

Balance individually evaluated **

$

151

 

$

2

$

15

$

168

*Individual allowances were not significant.

**Remainder is collectively evaluated.

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

23

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

 

    

    

Unpaid

    

    

Average

 

Recorded

Principal

Specific

Recorded

Investment

Balance

Allowance

Investment

May 3, 2020*

Receivables with specific allowance ***

 

$

106

 

$

104

 

$

23

$

113

Receivables without a specific allowance **

35

34

38

Total

 

$

141

 

$

138

 

$

23

$

151

Agriculture and turf

 

$

113

 

$

111

 

$

18

$

121

Construction and forestry

 

$

28

 

$

27

$

5

 

$

30

November 3, 2019*

Receivables with specific allowance **

$

40

$

39

$

13

$

40

Receivables without a specific allowance **

 

32

 

31

 

37

Total

$

72

 

$

70

 

$

13

$

77

Agriculture and turf

$

49

$

48

$

8

$

52

Construction and forestry

$

23

$

22

$

5

$

25

April 28, 2019*

Receivables with specific allowance **

$

35

 

$

34

 

$

14

$

36

Receivables without a specific allowance **

 

37

35

39

Total

$

72

 

$

69

 

$

14

$

75

Agriculture and turf

$

54

 

$

53

 

$

11

$

57

Construction and forestry

$

18

 

$

16

$

3

 

$

18

*  Finance income recognized was not material.

**Primarily retail notes.

***  Primarily retail notes and wholesale receivables.

A troubled debt restructuring is generally the modification of debt in which a creditor grants a concession it would not otherwise consider to a debtor that is experiencing financial difficulties. These modifications may include a reduction of the stated interest rate, an extension of the maturity dates, a reduction of the face amount or maturity amount of the debt, or a reduction of accrued interest. During the first six months of 2020, the Company identified 259 receivable contracts, primarily wholesale receivables in Argentina, as troubled debt restructurings with aggregate balances of $94 million pre-modification and $83 million post-modification. The short-term payment relief related to COVID, mentioned earlier, did not meet the definition of a troubled debt restructuring. During the first six months of 2019, there were 219 financing receivable contracts, primarily retail notes, identified as troubled debt restructurings with aggregate balances of $7 million pre-modification and $7 million post-modification. During these same periods, there were no significant troubled debt restructurings that subsequently defaulted and were written off. At May 3, 2020, the Company had commitments to lend approximately $13 million to borrowers whose accounts were modified in troubled debt restructurings.

(12)  Securitization of Financing Receivables

The Company, as a part of its overall funding strategy, 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 did not meet the accounting criteria for sales of receivables, and is, therefore, accounted for as a secured borrowing. SPEs utilized in securitizations of retail notes differ from other entities included in the Company’s consolidated statements because the assets they hold are legally isolated. Use of the assets held by the SPEs or the non-VIEs is restricted by terms of the documents governing the securitization transactions.

In these securitizations, the retail notes are transferred to certain SPEs or to non-VIE banking operations, which in turn issue debt to investors. The debt securities issued to the third party investors resulted in secured borrowings, which are recorded as “Short-term securitization borrowings” on the balance sheet. The securitized retail notes are recorded as “Financing receivables securitized – net” on the balance sheet. The total restricted assets on the consolidated balance sheet related to these securitizations include the financing receivables securitized less an allowance for credit losses, and other assets primarily representing restricted cash. Restricted cash results from contractual requirements in securitized borrowing arrangements and serves as a credit enhancement. The restricted cash is used to satisfy payment deficiencies, if any, in the required payments on secured borrowings. The balance of restricted cash is contractually stipulated and is either a fixed amount as determined by the initial balance of the financing receivables securitized or a fixed percentage of the outstanding balance of the securitized

24

financing receivables. The restriction is removed either after all secured borrowing payments are made or proportionally as these receivables are collected and borrowing obligations reduced. For those securitizations in which retail notes are transferred into SPEs, the SPEs supporting the secured borrowings are consolidated unless the Company does not have both the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. No additional support to these SPEs beyond what was previously contractually required has been provided during the reporting periods.

In certain securitizations, the Company consolidates the SPEs since it has both the power to direct the activities that most significantly impact the SPEs’ economic performance through its role as servicer of all the receivables held by the SPEs and the obligation through variable interests in the SPEs to absorb losses or receive benefits that could potentially be significant to the SPEs. The restricted assets (retail notes securitized, allowance for credit losses, and other assets) of the consolidated SPEs totaled $3,017 million, $2,895 million, and $2,771 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) of these SPEs totaled $2,977 million, $2,847 million, and $2,693 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The credit holders of these SPEs do not have legal recourse to the Company’s general credit.

In certain securitizations, the Company transfers retail notes to non-VIE banking operations, which are not consolidated since the Company does not have a controlling interest in the entities. The Company’s carrying values and interests related to the securitizations with the unconsolidated non-VIEs were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of $542 million, $491 million, and $671 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) were $515 million, $465 million, and $631 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

In certain securitizations, the Company transfers retail notes into bank-sponsored, multi-seller, commercial paper conduits, which are SPEs that are not consolidated. The Company does not service a significant portion of the conduits’ receivables, and therefore, does not have the power to direct the activities that most significantly impact the conduits’ economic performance. These conduits provide a funding source to the Company (as well as other transferors into the conduit) as they fund the retail notes through the issuance of commercial paper. The Company’s carrying values and variable interest related to these conduits were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of $1,221 million, $1,079 million, and $1,477 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively. The liabilities (short-term securitization borrowings and accrued interest) related to these conduits were $1,154 million, $1,015 million, and $1,382 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

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

 

May 3, 2020

Carrying value of liabilities

 

$

1,154

Maximum exposure to loss

1,221

The total assets of unconsolidated VIEs related to securitizations were approximately $37 billion at May 3, 2020.

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

 

    

May 3 

    

November 3

    

April 28

 

2020

2019

2019

 

Financing receivables securitized (retail notes)

 

$

4,703

$

4,395

$

4,826

Allowance for credit losses

(18)

 

(12)

 

(12)

Other assets

95

 

82

 

105

Total restricted securitized assets

 

$

4,780

$

4,465

$

4,919

25

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

 

    

May 3 

    

November 3

    

April 28

 

2020

2019

2019

 

Short-term securitization borrowings

 

$

4,640

$

4,321

$

4,702

Accrued interest on borrowings

6

 

6

 

4

Total liabilities related to restricted securitized assets

 

$

4,646

$

4,327

$

4,706

The secured borrowings related to these restricted securitized retail notes are obligations that are payable as the retail notes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by the restricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets are not required to be placed into a segregated collection account until immediately prior to the time payment is required to the secured creditors. At May 3, 2020, the maximum remaining term of all securitized retail notes was approximately seven years.

(13)  Inventories

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

    

May 3 

    

November 3

    

April 28

 

2020

2019

2019

 

Raw materials and supplies

 

$

2,394

$

2,285

$

2,424

Work-in-process

722

 

747

 

873

Finished goods and parts

4,646

 

4,613

 

5,729

Total FIFO value

7,762

 

7,645

 

9,026

Less adjustment to LIFO value

1,591

 

1,670

 

1,865

Inventories

 

$

6,171

$

5,975

$

7,161

(14)  Goodwill and Other Intangible AssetsNet

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

 

    

Agriculture

    

Construction

    

 

and Turf

and Forestry

Total

 

Goodwill at October 28, 2018

$

583

$

2,518

$

3,101

Translation adjustments and other

 

(2)

(74)

(76)

Goodwill at April 28, 2019

$

581

$

2,444

$

3,025

Goodwill at November 3, 2019

$

574

$

2,343

$

2,917

Translation adjustments and other

(9)

9

Goodwill at May 3, 2020

$

565

$

2,352

$

2,917

There were no accumulated impairment losses in the reported periods.

26

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

 

    

May 3 

    

November 3

    

April 28

 

2020

2019

2019

 

Amortized intangible assets:

Customer lists and relationships

$

509

$

511

$

528

Technology, patents, trademarks, and other

1,006

 

1,028

 

1,059

Total at cost

1,515

 

1,539

 

1,587

Less accumulated amortization *

327

 

282

 

234

Total

1,188

1,257

1,353

Unamortized intangible assets:

In-process research and development

123

123

123

Other intangible assets – net

$

1,311

$

1,380

$

1,476

*  Accumulated amortization at May 3, 2020, November 3, 2019, and April 28, 2019 for customer lists and relationships totaled $93 million, $77 million, and $62 million and technology, patents, trademarks, and other totaled $234 million, $205 million, and $172 million, respectively.

The amortization of other intangible assets in the second quarter and the first six months of 2020 was $26 million and $51 million and for 2019 was $29 million and $57 million, respectively. The estimated amortization expense for the next five years is as follows in millions of dollars: remainder of 2020 – $50, 2021 – $100, 2022 – $99, 2023 – $97, and 2024 – $95.

As outlined in the 2019 Form 10-K, goodwill is tested for impairment annually and when events or circumstances change such that it is more likely than not that the fair value of a reporting unit is reduced below its carrying value. The annual measurement date is the end of the third quarter. In the second quarter of 2020, for each significant reporting unit the Company reviewed previous fair value analyses considering the uncertain and unknown economic effects of COVID. The Company concluded that an impairment was not required.

The intangible assets subject to amortization were also considered to determine if the carrying amount may not be recoverable. The Company concluded the carrying amount would be recovered based on current estimates. These positions will be evaluated in future quarters, as necessary.

(15)  Leases

The Company is both a lessee and a lessor. The Company leases for its own use, under leases with expected use periods generally ranging from less than one year to 20 years, primarily warehouse facilities, office space, production equipment, information technology equipment, and vehicles. The Company’s financial services segment leases to users equipment produced or sold by the Company. These leases are usually written for periods of less than one year to seven years.

The Company determines if an arrangement is or contains a lease at the contract inception.

Lessee

The Company recognizes on the balance sheet a lease liability and a right of use asset for leases with a term greater than 12 months for both operating and finance leases.

The amounts of the lease liability and right of use asset are determined at lease commencement and are based on the present value of the lease payments over the lease term. The lease payments are discounted using the Company’s incremental borrowing rate since the rate implicit in the lease is generally not readily determinable. The Company determines the incremental borrowing rate for each lease based primarily on the lease term and the economic environment of the country where the asset will be used, adjusted as if the borrowings were collateralized. Leases with contractual periods greater than 12 months and that do not meet the finance lease criteria are classified as operating leases.

Certain real estate leases contain one or more options to terminate or renew, with terms that can generally extend the lease term from one to 10 years. Options that the Company is reasonably certain to exercise are included in the lease term.

The Company has elected to combine lease and non-lease components, such as maintenance and utilities costs included in a lease contract, for all asset classes. Leases with an initial term of 12 months or less are expensed on a straight-line basis over the lease term and recorded in short-term lease expense. Variable lease expense primarily includes warehouse facilities leases

27

with payments based on utilization exceeding contractual minimum amounts and leases with payments indexed to inflation when the index changes after lease commencement.

The lease expense by type consisted of the following in millions of dollars:

Three Months Ended

Six Months Ended

May 3, 2020

May 3, 2020

Operating lease expense

$

31

$

63

Short-term lease expense

6

10

Variable lease expense

10

20

Finance lease:

Depreciation expense

2

7

Interest on lease liabilities

1

1

Total lease expense

$

50

$

101

Operating and finance lease right of use assets and liabilities follow in millions of dollars:

May 3, 2020

Operating leases

Other assets

$

341

Accounts payable and accrued expenses

319

Finance leases

Property and equipment — net

$

43

Short-term borrowings

13

Long-term borrowings

26

Total finance lease liabilities

$

39

The weighted-average remaining lease term in years and discount rates follows:

May 3, 2020

Weighted-average remaining lease terms:

Operating leases

7

Finance leases

3

Weighted-average discount rate:

Operating leases

2.4%

Finance leases

2.9%

Lease payment amounts in each of the next five years at May 3, 2020 follow in millions of dollars:

Operating

Finance

Due in:

Leases

Leases

Remainder of 2020

$

59

$

7

2021

79

13

2022

67

10

2023

46

5

2024

35

3

2025

19

1

Later years

35

3

Total lease payments

340

42

Less imputed interest

21

3

Total lease liabilities

$

319

$

39

28

Future minimum lease payments under the previous lease standard for operating and finance leases at November 3, 2019 follow in millions of dollars:

Operating

Capital

Due in:

Leases

Leases

2020

$

111

$

12

2021

77

10

2022

56

6

2023

39

2

2024

28

1

Later years

26

1

Total minimum lease payments

$

337

$

32

Cash paid for amounts included in the measurement of lease liabilities:

Six Months Ended

May 3, 2020

Operating cash flows from operating leases

$

64

Operating cash flows from finance leases

1

Financing cash flows from finance leases

9

Right of use assets obtained in exchange for lease liabilities:

Six Months Ended

May 3, 2020

Operating leases

$

10

Finance leases

18

Lessor

The Company leases equipment manufactured or sold by the Company and a limited amount of non-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 sheet. Operating leases are reported in “Equipment on operating leases - net” on the consolidated balance sheet.

Leases offered by the Company may include early termination and renewal options. At the end of a lease, the lessee generally has the option to purchase the underlying equipment for a fixed price or return it to the dealer. If the equipment is returned to the dealer, the dealer also has the option to purchase the equipment or return it to the Company for remarketing.

The Company estimates the residual values for operating leases at lease inception based on several factors, including lease term, expected hours of usage, historical wholesale sale prices, return experience, intended use of the equipment, market dynamics and trends, and dealer residual guarantees. The Company reviews residual value estimates during the lease term and tests the carrying value of its operating lease assets for impairment when events or circumstances necessitate. The depreciation is adjusted on a straight-line basis over the remaining lease term if residual value estimates decline. Lease agreements include usage limits and specifications on machine condition, which allow the Company to assess lessees for excess use or damages to the underlying equipment. In the second quarter of 2020, the Company recorded impairment losses on operating leases of $22 million due to higher expected equipment return rates and lower estimated values of used construction equipment. Operating lease impairments are recorded in “Other operating expenses.”

The Company has elected to combine lease and nonlease components. The nonlease components primarily relate to preventative maintenance and extended warranty agreements financed by the retail customer. The Company has also elected to report consideration related to sales and value added taxes net of the related tax expense. Property taxes on leased assets are recorded on a gross basis in “Finance and interest income” and “Other operating expenses” on the statement of consolidated income. Variable lease revenues primarily relate to property taxes on leased assets in certain markets and late fees.

Due to the significant, negative effects of COVID, the Company provided short-term relief to lessees during the second quarter of 2020. The relief, which included payment deferrals of three months or less, was provided in regional programs and on a case-by-case basis and primarily related to construction accounts. The operating leases granted relief represented

29

approximately 2 percent of the Company’s operating lease portfolio at May 3, 2020. See Note 11 for sales-type and direct finance leases provided payment relief.

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

Three Months Ended

Six Months Ended

May 3, 2020

May 3, 2020

Sales-type and direct finance lease revenues

$

32

$

68

Operating lease revenues

369

743

Variable lease revenues

6

11

Total lease revenues

$

407

$

822

At the time of accepting a lease that qualifies as a sales-type or direct financing lease, the Company records the gross amount of lease payments receivable, estimated residual value of the leased equipment, and unearned finance income. The unearned finance income is recognized as revenue over the lease term using the interest method.

Sales-type and direct financing lease receivables by product category were as follows in millions of dollars:

May 3 

November 3

2020

2019

Agriculture and turf

$

792

$

897

Construction and forestry

923

1,033

Total

1,715

1,930

Guaranteed residual values

175

232

Unguaranteed residual values

92

101

Less unearned finance income

197

212

Financing leases receivables

$

1,785

$

2,051

Scheduled payments, including guaranteed residual values, on sales-type and direct financing lease receivables at May 3, 2020 follow in millions of dollars:

May 3 

Due in:

2020

Remainder of 2020

$

460

2021

670

2022

409

2023

213

2024

103

2025

27

Later years

8

Total

$

1,890

Scheduled payments on financing lease receivables under the previous lease standard at November 3, 2019 follow in millions of dollars:

November 3

Due in:

2019

2020

$

833

2021

557

2022

321

2023

153

2024

53

Later years

13

Total

$

1,930

30

Lease payments from operating leases are recorded as income on a straight-line method over the lease terms. Operating lease assets are recorded at cost and depreciated to their estimated residual value on a straight-line method over the terms of the leases.

The cost of equipment on operating leases by product category was as follows in millions of dollars:

May 3 

November 3

2020

2019

Agriculture and turf

$

7,080

$

7,257

Construction and forestry

2,097

2,165

Total

9,177

9,422

Less accumulated depreciation

1,932

1,855

Equipment on operating leases - net

$

7,245

$

7,567

The total operating lease residual values at May 3, 2020 and November 3, 2019 were $5,181 million and $5,259 million, respectively. Certain operating leases are subject to residual value guarantees. The total residual value guarantees were $633 million and $647 million at May 3, 2020 and November 3, 2019, respectively.

Lease payments for equipment on operating leases at May 3, 2020 were scheduled as follows in millions of dollars:

May 3 

Due in:

2020

Remainder of 2020

$

563

2021

932

2022

573

2023

282

2024

107

2025

7

Total

$

2,464

Rental payments for equipment on operating leases under the previous lease standard at November 3, 2019 were scheduled as follows in millions of dollars:

November 3

Due in:

2019

2020

$

1,086

2021

759

2022

419

2023

193

2024

41

Total

$

2,498

The Company discusses with lessees and dealers options to purchase the equipment or extend the lease prior to lease maturity. Equipment returned to the Company upon termination of leases is remarketed by the Company. In the second quarter of 2020, the Company recorded impairment losses on matured operating lease inventory of $10 million due to lower estimated values of used construction equipment. Impairment losses on matured operating lease inventory are included in “Other operating expenses.”

The matured operating lease inventory balances at May 3, 2020 and November 3, 2019 were $104 million and $163 million, respectively.

(16)  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 $602 million and $525 million at May 3, 2020 and April 28, 2019, respectively.

31

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

 

Three Months Ended

Six Months Ended

 

May 3 

April 28

May 3 

April 28

 

2020

2019

2020

2019

 

Beginning of period balance

    

$

1,792

    

$

1,687

    

$

1,800

    

$

1,652

Payments

(223)

 

(234)

(453)

 

(462)

Amortization of premiums received

(51)

 

(56)

(110)

 

(111)

Accruals for warranties

210

 

256

432

 

510

Premiums received

69

 

69

134

 

134

Foreign exchange

(30)

 

(8)

(36)

 

(9)

End of period balance

$

1,767

$

1,714

$

1,767

$

1,714

At May 3, 2020, the Company had approximately $321 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 May 3, 2020, the Company had accrued losses of approximately $12 million under these agreements. The maximum remaining term of the receivables guaranteed at May 3, 2020 was approximately six years.

At May 3, 2020, the Company had commitments of approximately $254 million for the construction and acquisition of property and equipment. Also, at May 3, 2020, the Company had restricted assets of $75 million, primarily as collateral for borrowings and restricted other assets. See Note 12 for additional restricted assets associated with borrowings related to securitizations.

The Company also had other miscellaneous contingent liabilities totaling approximately $45 million at May 3, 2020. The accrued liability for these contingencies was not material at May 3, 2020.

The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to product liability (including asbestos-related liability), retail credit, employment, patent, and trademark matters. The Company believes the reasonably possible range of losses for these unresolved legal actions would not have a material effect on its consolidated financial statements.

(17)  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.

32

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

 

May 3, 2020

November 3, 2019

April 28, 2019

 

Carrying
Value

Fair
Value *

Carrying
Value

Fair
Value *

Carrying
Value

Fair
Value *

 

Financing receivables – net:

   

   

   

Equipment operations

$

118

$

111

$

65

$

61

$

102

$

95

Financial services

27,138

27,317

29,130

29,106

   

25,768

25,697

Total

$

27,256

$

27,428

$

29,195

$

29,167

$

25,870

$

25,792

Financing receivables securitized – net:

 

Equipment operations

$

37

$

35

$

44

$

43

$

59

$

57

Financial services

4,648

4,722

4,339

4,362

4,755

4,726

Total

$

4,685

$

4,757

$

4,383

$

4,405

$

4,814

$

4,783

Short-term
securitization borrowings:

 

Equipment operations

$

37

$

37

$

44

$

45

$

58

$

58

Financial services

4,603

4,632

4,277

4,302

4,644

4,653

Total

$

4,640

$

4,669

$

4,321

$

4,347

$

4,702

$

4,711

Long-term borrowings due within one year: **

Equipment operations

$

480

$

477

$

642

 

$

645

$

982

$

987

Financial services

6,587

6,609

 

6,786

 

6,788

 

5,321

5,305

Total

$

7,067

$

7,086

$

7,428

$

7,433

$

6,303

$

6,292

Long-term borrowings: **

Equipment operations

$

9,921

$

11,192

$

5,415

 

$

6,138

$

4,679

$

5,110

Financial services

24,377

24,537

 

24,814

 

25,122

 

23,576

23,805

Total

$

34,298

$

35,729

$

30,229

$

31,260

$

28,255

$

28,915

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

** Carrying values exclude finance lease liabilities that are presented as borrowings beginning in 2020 (see Notes 3 and 15).

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.

33

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

 

    

May 3 

    

November 3

    

April 28

 

2020

2019

2019

 

Level 1:

Marketable securities

International equity securities ***

$

2

Equity fund ***

62

$

59

$

58

U.S. government debt securities

50

 

50

 

44

Total Level 1 marketable securities

114

109

102

Level 2:

Marketable securities

U.S. government debt securities

104

81

73

Municipal debt securities

63

 

60

 

55

Corporate debt securities

177

 

165

 

148

International debt securities

2

5

9

Mortgage-backed securities **

165

 

160

 

154

Total Level 2 marketable securities

511

 

471

 

439

Other assets

Derivatives:

Interest rate contracts

842

 

363

 

139

Foreign exchange contracts

92

 

20

 

99

Cross-currency interest rate contracts

17

 

1

 

2

Total Level 2 other assets

 

951

384

240

Accounts payable and accrued expenses

Derivatives:

Interest rate contracts

 

131

65

165

Foreign exchange contracts

68

 

71

 

48

Cross-currency interest rate contracts

3

2

Total Level 2 accounts payable and accrued expenses

 

199

139

215

Level 3:

Marketable securities

International debt securities

 

1

1

4

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

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

***During the second quarter of 2020 and 2019, net unrealized gains/(losses) on equity securities of $(8) million and $5 million, respectively, were recorded in “Other income.” During the first six months of 2020 and 2019, net unrealized gains/(losses) on equity securities were $(2) million and $5 million, respectively.

The contractual maturities of debt securities at May 3, 2020 in millions of dollars are shown below. Actual maturities may differ from those scheduled as a result of prepayments by the issuers. Because of the potential for prepayment on mortgage-backed securities, they are not categorized by contractual maturity.

 

Amortized

Fair

Cost

Value

Due in one year or less

 

$

21

$

17

Due after one through five years

98

102

Due after five through 10 years

99

109

Due after 10 years

157

169

Mortgage-backed securities

156

165

Debt securities

 

$

531

 

$

562

34

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

    

Three Months Ended 

Six Months Ended 

May 3 

April 28

May 3 

April 28

2020

2019

2020

2019

Beginning of period balance

 

$

1

$

6

$

1

$

8

Principal payments

(2)

(5)

Other

1

End of period balance

$

1

 

$

4

$

1

$

4

Fair value, nonrecurring measurements from impairments in millions of dollars follow:

Fair Value *

Losses

Three Months Ended 

Six Months Ended 

May 3 

November 3

April 28

May 3 

April 28

May 3 

April 28

  

2020

  

2019

  

2019

  

2020

  

2019

  

2020

  

2019

 

Equipment on operating leases – net

$

371

$

855

$

22

$

22

Property and equipment – net

$

70

$

62

$

62

Investments in unconsolidated affiliates

$

10

$

20

$

20

Other assets

$

59

$

142

$

10

$

10

*  See financing receivables with specific allowances in Note 11. The fair value measurement for the investment in unconsolidated affiliates was Level 1. The other fair value measurements were Level 3.

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

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

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

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

Equipment on Operating Leases – Net – The impairments are based on an income approach (discounted cash flow), using the contractual payments, plus estimates of return rates and equipment sale price at lease maturity. Inputs include historic return rates and realized sales values (see Note 21).

Property and Equipment – Net – The impairments are measured at the lower of the carrying amount, or fair value. The valuations were based on a cost approach. The inputs include replacement cost estimates adjusted for physical deterioration and economic obsolescence (see Note 21).

Investment in Unconsolidated Affiliates – Other than temporary impairments for investments measured as the difference between the implied fair value and the carrying value of the investments. The fair value for publicly traded entities is the share price multiplied by the shares owned (see Note 21).

Other Assets – The impairments are measured at the fair value of the matured operating lease inventory. The valuations were based on a market approach. The inputs include sales of comparable assets (see Note 21).

(18)  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

35

diminish risk due to interest rate and foreign currency fluctuations, while responding to favorable financing opportunities. The Company also has foreign currency exposures at some of its foreign and domestic operations related to buying, selling, and financing in currencies other than the functional currencies. In addition, the Company has interest rate exposure at certain equipment operations units for below market retail financing programs that are used as sales incentives and are offered for extended periods.

All derivatives are recorded at fair value on the balance sheet. Cash collateral received or paid is not offset against the derivative fair values on the balance sheet. Each derivative is designated as a cash flow hedge, a fair value hedge, or remains undesignated. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, 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 May 3, 2020, November 3, 2019, and April 28, 2019 were $2,450 million, $3,150 million, and $2,800 million, respectively. Fair value gains or losses on cash flow hedges were recorded in OCI and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affected earnings. These amounts offset the effects of interest rate changes on the related borrowings. The cash flows from these contracts were recorded in operating activities in the statement of consolidated cash flows.

The amount of loss recorded in OCI at May 3, 2020 that is expected to be reclassified to interest expense or other operating expenses in the next twelve months if interest rates or exchange rates remain unchanged is approximately $17 million after-tax. There were no gains or losses reclassified from OCI to earnings based on the probability that the original forecasted transaction would not occur.

Fair Value Hedges

Certain interest rate contracts (swaps) were designated as fair value hedges of borrowings. The total notional amounts of the receive-fixed/pay-variable interest rate contracts at May 3, 2020, November 3, 2019, and April 28, 2019 were $8,983 million, $8,717 million, and $9,464 million, respectively. The fair value gains or losses on these contracts were generally offset by fair value gains or losses on the hedged items (fixed-rate borrowings) with both items recorded in interest expense.

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

 

Cumulative Increase (Decrease) of Fair

 

Value Hedging Adjustments Included in

the Carrying Amount

Carrying

Active

 

Amount of

Hedging

Discontinued

Hedged Item

Relationships

Relationships

Total

 

May 3, 2020

Long-term borrowings due within one year*

    

$

214

    

    

$

(2)

    

$

(2)

Long-term borrowings

9,496

$

726

36

762

November 3, 2019

Long-term borrowings due within one year*

$

412

$

(1)

$

(4)

$

(5)

Long-term borrowings

8,532

295

(32)

263

April 28, 2019

Long-term borrowings due within one year*

$

190

$

1

$

(4)

$

(3)

Long-term borrowings

9,169

 

(31)

(38)

 

(69)

*Presented in short-term borrowings

36

Derivatives not designated as hedging instruments

The Company has certain interest rate contracts (swaps), foreign exchange contracts (futures, forwards, and swaps), and cross-currency interest rate contracts (swaps), which were not formally designated as hedges. These derivatives were held as economic hedges for underlying interest rate or foreign currency exposures, primarily for certain borrowings, purchases or sales of inventory, and below market retail financing programs. The total notional amounts of these interest rate swaps at May 3, 2020, November 3, 2019, and April 28, 2019 were $7,975 million, $9,166 million, and $7,775 million, the foreign exchange contracts were $4,430 million, $4,962 million, and $7,123 million, and the cross-currency interest rate contracts were $89 million, $92 million, and $98 million, respectively. The fair value gains or losses from the interest rate contracts were recognized currently in interest expense and the gains or losses from foreign exchange contracts in cost of sales or other operating expenses, generally offsetting over time the expenses on the exposures being hedged. The cash flows from these non-designated contracts were recorded in operating activities in the statement of consolidated cash flows.

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

 

    

May 3 

    

November 3

    

April 28

 

Other Assets

2020

2019

2019

 

Designated as hedging instruments:

Interest rate contracts

 

$

758

$

332

$

105

Total designated

758

 

332

 

105

 

Not designated as hedging instruments:

Interest rate contracts

84

 

31

 

34

Foreign exchange contracts

92

 

20

 

99

Cross-currency interest rate contracts

17

 

1

 

2

Total not designated

193

 

52

 

135

 

Total derivative assets

 

$

951

$

384

$

240

 

Accounts Payable and Accrued Expenses

Designated as hedging instruments:

Interest rate contracts

 

$

30

$

28

$

125

Total designated

30

28

125

 

Not designated as hedging instruments:

Interest rate contracts

101

37

40

Foreign exchange contracts

68

 

71

 

48

Cross-currency interest rate contracts

 

3

 

2

Total not designated

169

 

111

 

90

 

Total derivative liabilities

 

$

199

$

139

$

215

37

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

Three Months Ended

Six Months Ended

 

May 3 

April 28

May 3 

April 28

 

2020

2019

2020

2019

 

Fair Value Hedges:

  

 

    

  

  

 

    

  

 

Interest rate contracts - Interest expense

 

$

415

$

141

 

$

511

$

274

 

Cash Flow Hedges:

Recognized in OCI

Interest rate contracts - OCI (pretax)

(15)

 

(6)

(17)

 

(14)

 

Reclassified from OCI

Interest rate contracts - Interest expense

(4)

 

3

(6)

 

5

 

Not Designated as Hedges:

Interest rate contracts - Net sales

$

(20)

$

(7)

$

(24)

$

(17)

Interest rate contracts - Interest expense *

 

1

(10)

 

3

(18)

Foreign exchange contracts - Cost of sales

81

 

12

92

7

Foreign exchange contracts - Other operating *

175

 

80

174

 

100

Total not designated

 

$

237

$

75

 

$

245

$

72

*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 or receive collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of all derivatives with credit-risk-related contingent features that were in a net liability position at May 3, 2020, November 3, 2019, and April 28, 2019, was $130 million, $68 million, and $166 million, respectively. In accordance with the limits established in these agreements, the Company received $319 million in cash collateral at May 3, 2020, and $1 million in cash collateral at April 28, 2019. No cash collateral was posted or received at November 3, 2019.

38

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

Gross Amounts

Netting

Collateral

 

May 3, 2020

    

Recognized

    

Arrangements

    

Received

    

Net Amount

 

Assets

 

$

951

 

$

(125)

 

$

(319)

 

$

507

Liabilities

199

(125)

74

Gross Amounts

Netting

Collateral

 

November 3, 2019

    

Recognized

    

Arrangements

    

Received/Paid

    

Net Amount

 

Assets

$

384

 

$

(70)

 

 

$

314

Liabilities

139

 

(70)

69

    

Gross Amounts

    

Netting

    

Collateral

    

 

April 28, 2019

Recognized

Arrangements

Received

Net Amount

 

Assets

$

240

$

(99)

$

(1)

$

140

Liabilities

 

215

 

(99)

 

116

  

(19)  Stock Option and Restricted Stock Awards

In December 2019, the Company granted stock options to employees for the purchase of 495 thousand shares of common stock at an exercise price of $169.70 per share and a binomial lattice model fair value of $35.83 per share at the grant date. At May 3, 2020, options for 6.6 million shares were outstanding with a weighted-average exercise price of $99.65 per share. The Company also granted 356 thousand restricted stock units to employees and nonemployee directors in the first six months of 2020, of which 289 thousand are subject to service based only conditions and 67 thousand are subject to performance/service based conditions. The weighted-average fair value of the service based only units at the grant date was $168.99 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 $160.81 per unit based on the market price of a share of underlying common stock excluding dividends. At May 3, 2020, the Company was authorized to grant an additional 18.4 million shares related to stock option and restricted stock awards.

(20)  Employee-Separation Program

During the first quarter of 2020, the Company announced a broad voluntary employee-separation program for the U.S. salaried workforce that continues the efforts to create a more efficient organization structure and reduce operating costs. The program provided for cash payments based on years of service. The expense was recorded primarily in the period in which the employees irrevocably accepted the separation offer. The program’s total estimated pretax expenses are approximately $138 million, of which $9 million was recorded in the second quarter and $136 million in the first half of 2020. The payments for the program were also substantially made in the first quarter of 2020. Included in the total pretax expense is a non-cash charge of $21 million resulting from a curtailment in certain OPEB plans (see Note 8), which was recorded outside of operating profit in “Other operating expense.” The first half of 2020 expenses that are included in operating profit of $113 million are allocated 36 percent “Cost of sales,” 16 percent “Research and development,” and 48 percent “Selling, administrative and general.” In addition, the expenses are allocated 74 percent to the agriculture and turf operations, 24 percent to the construction and forestry operations, and 2 percent to the financial services operations. Annual savings from these programs are estimated to be approximately $85 million with about $65 million in 2020.

(21)  Impairments

In the second quarter of 2020, the Company recorded non-cash impairment charges as outlined below.

The fixed assets in an asphalt plant factory in Germany were impaired by $62 million pretax and after-tax. The impairment is 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. The assets are included in the Company’s construction and forestry operations with the impairment recorded in “Cost of sales.”

The equipment on operating leases and matured operating lease inventory recorded in “Other assets” were impaired by $22 million and $10 million pretax, respectively, with an income tax benefit of approximately $9 million. The impairments were the result of higher expected equipment return rates and lower estimated values of used construction equipment than originally estimated with the probable effect that the future cash flows will not cover the carrying amount of the net assets. The assets are included in the financial services operations with the impairments recorded in “Other operating expenses.”

39

A minority investment in a construction equipment company headquartered in South Africa was impaired by $20 million pretax and after-tax. The impairment was the result of an other than temporary decline in value and was recorded in “Equity loss of unconsolidated affiliates.”

(22) Redeemable Noncontrolling Interest

In the second quarter of 2020, the minority interest holder in Hagie Manufacturing Company, LLC exercised its right to sell the remaining 20 percent interest to the Company for $14 million. The arrangement was accounted for as an equity transaction with no gain or loss recorded in the statement of consolidated income. This operation is included in the Company’s agriculture and turf segment.

40

(23) SUPPLEMENTAL CONSOLIDATING DATA

STATEMENT OF INCOME

For the Three Months Ended May 3, 2020 and April 28, 2019

(In millions of dollars) Unaudited

EQUIPMENT OPERATIONS*

FINANCIAL SERVICES

 

2020

2019

2020

2019

 

Net Sales and Revenues

    

 

    

    

 

    

Net sales

$

8,224

$

10,273

Finance and interest income

23

 

25

$

906

$

910

Other income

181

 

213

61

 

72

Total

8,428

 

10,511

967

 

982

Costs and Expenses

Cost of sales

6,294

 

7,755

Research and development expenses

406

 

457

Selling, administrative and general expenses

700

 

795

208

 

154

Interest expense

83

 

44

266

 

312

Interest compensation to Financial Services

73

 

92

Other operating expenses

21

 

67

416

 

344

Total

7,577

 

9,210

890

 

810

Income of Consolidated Group before Income Taxes

851

 

1,301

77

 

172

Provision for income taxes

228

 

291

17

 

52

Income of Consolidated Group

623

 

1,010

60

 

120

Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates

Financial Services

60

 

121

 

1

Other

(17)

 

5

Total

43

 

126

 

1

Net Income

666

 

1,136

60

 

121

Less: Net income attributable to noncontrolling interests

 

1

Net Income Attributable to Deere & Company

$

666

$

1,135

$

60

$

121

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

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

41

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

STATEMENT OF INCOME

For the Six Months Ended May 3, 2020 and April 28, 2019

(In millions of dollars) Unaudited

EQUIPMENT OPERATIONS*

FINANCIAL SERVICES

 

2020

2019

2020

2019

 

Net Sales and Revenues

Net sales

$

14,754

$

17,214

Finance and interest income

49

 

49

$

1,841

$

1,776

Other income

391

 

428

124

 

133

Total

15,194

 

17,691

1,965

 

1,909

Costs and Expenses

Cost of sales

11,372

 

13,187

Research and development expenses

831

 

864

Selling, administrative and general expenses

1,373

 

1,440

346

 

275

Interest expense

146

 

115

541

 

599

Interest compensation to Financial Services

137

 

162

Other operating expenses

92

 

138

824

 

669

Total

13,951

 

15,906

1,711

 

1,543

Income of Consolidated Group before Income Taxes

1,243

 

1,785

254

 

366

Provision for income taxes

237

 

436

58

 

92

Income of Consolidated Group

1,006

 

1,349

196

 

274

Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates

Financial Services

197

 

275

1

 

1

Other

(19)

 

12

Total

178

 

287

1

 

1

Net Income

1,184

 

1,636

197

 

275

Less: Net income attributable to noncontrolling interests

2

 

3

Net Income Attributable to Deere & Company

$

1,182

$

1,633

$

197

$

275

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

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

42

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

CONDENSED BALANCE SHEET

(In millions of dollars) Unaudited

EQUIPMENT OPERATIONS*

FINANCIAL SERVICES

 

May 3 

November 3

April 28

May 3 

November 3

April 28

 

2020

2019

2019

2020

2019

2019

 

Assets

  

               

  

    

  

               

  

               

   

    

  

               

Cash and cash equivalents

$

7,466

$

3,175

$

2,894

$

1,434

$

682

$

590

Marketable securities

3

 

1

 

7

623

 

580

 

538

Receivables from unconsolidated subsidiaries and affiliates

2,248

 

2,017

 

1,091

Trade accounts and notes receivable – net

1,419

 

1,482

 

1,608

6,050

 

5,153

 

7,554

Financing receivables – net

118

 

65

 

101

27,138

 

29,130

 

25,769

Financing receivables securitized – net

37

44

59

4,648

 

4,339

 

4,755

Other receivables

1,072

 

1,376

 

1,325

148

 

116

 

166

Equipment on operating leases – net

7,245

 

7,567

 

7,040

Inventories

6,171

 

5,975

 

7,161

Property and equipment – net

5,642

 

5,929

 

5,712

43

 

44

 

45

Investments in unconsolidated subsidiaries and affiliates

5,119

 

5,326

 

5,187

17

 

16

 

16

Goodwill

2,917

 

2,917

 

3,025

Other intangible assets – net

1,311

 

1,380

 

1,476

 

 

Retirement benefits

908

 

836

 

1,325

58

 

58

 

58

Deferred income taxes

1,796

 

1,896

 

1,575

52

 

57

 

73

Other assets

1,506

 

1,158

 

1,235

1,208

 

741

 

636

Total Assets

$

37,733

$

33,577

$

33,781

$

48,664

$

48,483

$

47,240

Liabilities and Stockholders’ Equity

Liabilities

Short-term borrowings

$

1,398

$

987

$

1,337

$

9,781

$

9,797

$

10,425

Short-term securitization borrowings

37

44

58

4,603

 

4,277

 

4,644

Payables to unconsolidated subsidiaries and affiliates

91

 

142

 

200

2,216

 

1,970

 

1,057

Accounts payable and accrued expenses

8,416

 

9,232

 

9,470

2,149

 

1,836

 

1,813

Deferred income taxes

395

 

414

 

461

493

 

568

 

662

Long-term borrowings

9,947

 

5,415

 

4,679

24,377

 

24,814

 

23,576

Retirement benefits and other liabilities

5,584

 

5,912

 

5,638

101

 

94

 

95

Total liabilities

25,868

22,146

21,843

43,720

43,356

42,272

Commitments and contingencies (Note 16)

Redeemable noncontrolling interest (Note 22)

14

14

Stockholders’ Equity

Common stock, $1 par value (issued shares at May 3, 2020 – 536,431,204)

4,713

 

4,642

 

4,559

2,114

 

2,107

 

2,107

Common stock in treasury

(17,690)

 

(17,474)

 

(16,739)

Retained earnings

30,556

 

29,852

 

28,709

3,349

 

3,378

 

3,228

Accumulated other comprehensive income (loss)

(5,715)

 

(5,607)

 

(4,610)

(519)

 

(358)

 

(367)

Total Deere & Company stockholders’ equity

11,864

 

11,413

 

11,919

4,944

5,127

4,968

Noncontrolling interests

1

 

4

 

5

Total stockholders’ equity

11,865

 

11,417

 

11,924

4,944

 

5,127

 

4,968

Total Liabilities and Stockholders’ Equity

$

37,733

$

33,577

$

33,781

$

48,664

$

48,483

$

47,240

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

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

43

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

STATEMENT OF CASH FLOWS

For the Six Months Ended May 3, 2020 and April 28, 2019

(In millions of dollars) Unaudited

EQUIPMENT OPERATIONS*

FINANCIAL SERVICES

2020

2019

2020

2019

Cash Flows from Operating Activities

    

    

    

    

    

    

    

    

Net income

$

1,184

$

1,636

$

197

$

275

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

Provision for credit losses

 

9

 

5

 

98

 

32

Provision for depreciation and amortization

 

515

 

525

 

621

 

557

Impairment charges

82

 

 

32

 

Undistributed earnings of unconsolidated subsidiaries and affiliates

 

21

 

30

 

(1)

 

(1)

Provision (credit) for deferred income taxes

 

9

 

(118)

 

(70)

 

(164)

Changes in assets and liabilities:

Trade receivables and Equipment Operations' financing receivables

 

(80)

 

(271)

Inventories

 

(242)

 

(1,086)

Accounts payable and accrued expenses

 

(659)

 

247

 

30

 

53

Accrued income taxes payable/receivable

 

(154)

 

(344)

 

(19)

 

501

Retirement benefits

 

50

 

16

 

8

 

4

Other

 

107

 

68

 

95

 

99

Net cash provided by operating activities

 

842

 

708

 

991

 

1,356

Cash Flows from Investing Activities

Collections of receivables (excluding trade and wholesale)

 

10,385

 

9,894

Proceeds from maturities and sales of marketable securities

 

 

5

 

39

 

25

Proceeds from sales of equipment on operating leases

 

898

 

823

Cost of receivables acquired (excluding trade and wholesale)

 

(9,885)

 

(9,423)

Purchases of marketable securities

 

(2)

 

(71)

 

(57)

Purchases of property and equipment

 

(440)

 

(490)

 

(1)

 

(1)

Cost of equipment on operating leases acquired

 

(1,304)

 

(1,341)

Increase in trade and wholesale receivables

 

(673)

 

(3,028)

Collateral on derivatives - net

1

319

59

Other

 

(40)

 

(52)

 

(36)

 

(39)

Net cash used for investing activities

 

(480)

 

(538)

 

(329)

 

(3,088)

Cash Flows from Financing Activities

Increase (decrease) in total short-term borrowings

 

554

 

(131)

 

584

 

1,701

Change in intercompany receivables/payables

 

(292)

 

611

 

292

 

(611)

Proceeds from long-term borrowings

 

4,602

 

120

 

2,673

 

4,112

Payments of long-term borrowings

 

(152)

 

(158)

 

(3,163)

 

(3,269)

Proceeds from issuance of common stock

 

70

 

95

Repurchases of common stock

 

(263)

 

(481)

Dividends paid

 

(481)

 

(462)

 

(225)

(312)

Other

 

(61)

 

(35)

 

(13)

 

(12)

Net cash provided by (used for) financing activities

 

3,977

 

(441)

 

148

 

1,609

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

 

(58)

 

(27)

 

(44)

 

(8)

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

 

4,281

 

(298)

 

766

 

(131)

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

 

3,196

 

3,202

 

760

 

813

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

$

7,477

$

2,904

$

1,526

$

682

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

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

44

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

RESULTS OF OPERATIONS

Overview

Organization

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

Trends and Economic Conditions

Industry sales of agricultural machinery in the U.S. and Canada are expected to be down about 10 percent for fiscal year 2020 compared to the prior year. Industry sales in Europe are forecast to be 5 to 10 percent lower in 2020. South American industry sales of tractors and combines are projected to be down 10 to 15 percent. Asian industry sales are forecast to be down moderately in 2020. Industry sales of turf and utility equipment in the U.S. and Canada are expected to be about 10 percent lower in 2020. The Company’s agriculture and turf segment sales decreased 18 percent in the second quarter and 13 percent for the first six months. Construction equipment industry sales in North America for 2020 are expected to decline 20 to 30 percent. In forestry, global industry sales are expected to be 15 to 20 percent lower. The Company’s construction and forestry segment sales decreased 25 percent in the second quarter and 18 percent in the first six months.

COVID Effects and Actions

During the second quarter of 2020 the effects of COVID and the related actions of governments and other authorities to contain COVID, including travel bans, shelter in place guidelines, shutdown orders, actions necessary to regularly clean facilities, and conforming with social distancing guidelines have significantly affected the Company’s operations, results, cash flows, and forecasts.

The U.S. government and many other governments in countries where the Company operates have designated the Company an essential critical infrastructure business. This designation allows the Company to operate in support of its customers to the extent possible.

The Company’s first priority in addressing the effects of COVID is the health, safety, and overall welfare of its employees. The Company activated previously established business continuity plans and proactively implemented health and safety measures at its operations around the world. These measures include employee health screening, using personal protective equipment, enhanced cleaning and sanitation efforts, reworking factory layouts and staggered production schedules to conform with social distancing recommendations, eliminating all non-essential travel through at least June 30, 2020, and transitioning most of the non-factory workforce to work-at-home arrangements.

The economic effects of COVID have reduced customer demand for many of the Company’s products and services, particularly small agriculture, turf, construction, forestry, and roadbuilding equipment (see Note 4), which resulted in lower shipment volumes. Certain of the Company’s factories have been subject to voluntary or government mandated temporary shutdowns, or were briefly idled due to component shortages, which reduced production capacity. These temporary shutdowns occurred primarily in Argentina, Brazil, France, and India. Suppliers in the U.S., Mexico, India, and Southern Europe have also been significantly affected by government and voluntary actions to limit the spread of COVID resulting in delivery delays, at times significant delays, or the inability to meet delivery requirements of critical raw material, parts, and components. The Company’s efforts to address these effects of COVID have resulted in operational inefficiencies. In addition, measures were taken for aggressively decreasing operational and selling, administrative, and general expenses with targeted reductions to research and development spending. Additional information is presented in the “Business Segment and Geographic Results.”

45

Most of the independent, third-party and Company owned dealers that sell and service the Company’s equipment and repair parts have also been designated as critical businesses. Those dealers are following government and health organization safety guidance, while continuing to provide sales and service to equipment users, especially farmers and essential use construction equipment. The available digital tools and connected support abilities incorporated into several products have allowed the dealers to remotely service many customer machines while maintaining appropriate social distancing protocols. These measures have helped customers continue the essential work of promoting food security and providing critical infrastructure.

The Company and its employees are also taking actions to strengthen social safety nets in communities where the Company operates throughout the world. These include making donations of face shields and coverings to health-care workers and first responders, along with contributing financial support to local food banks and Red Cross chapters.

In addition, the Company took significant measures in the second quarter of 2020 to strengthen its financial position. Cash and cash equivalents increased to $8,900 million at May 3, 2020. In fiscal April, the Company issued notes in the U.S. with aggregate principal totaling $2,250 million that are due from 2025 to 2050. The Company likewise issued Euro-Medium-Term notes with aggregate principal totaling €2,000 million (approximately $2,170 million) that are due from 2024 to 2032. The Company also renewed its revolving credit facilities in the aggregate amount of $8,000 million on terms substantially similar, in all material respects, to the terms in the previous agreements. As of May 3, 2020, these revolving credit facilities were undrawn. To further strengthen its liquidity position, the Company suspended repurchases of its own common stock, eliminated a planned fourth quarter voluntary contribution of $300 million to a U.S. OPEB plan, and reduced planned capital expenditures. Additional information is presented in the “Capital Resources and Liquidity” section.

When the financial effects of COVID on the Company’s distribution channel and equipment user customers started to appear, actions were taken to re-evaluate credit positions, work closely with those customers to understand potential liquidity concerns, and, if necessary, provide short-term payment relief on obligations owed to the Company. The payment relief provided on balances of trade receivables and financing receivables, and operating lease payments outstanding at May 3, 2020 was about 10 percent, 3 percent, and 2 percent of the portfolio balances, respectively. The allowance for credit losses was adjusted by $38 million in the second quarter of 2020 for additional losses estimated to be inherent in the Company’s financing receivables primarily related to construction equipment lending. Additional information is presented in Notes 4 and 11.

Due to the financial effects of COVID and other macroeconomic issues, the Company recognized impairments in the second quarter of $114 million pretax (see Note 21). The future financial effects of COVID are unknown due to many factors. These factors include uncertainty of the effectiveness of governmental actions to address COVID, including health, monetary, and fiscal policies, the effect of elevated levels of sovereign and state debt, capital market disruptions, changes in demand and pricing for new and used equipment, trade agreements, other geopolitical events, significant fluctuations in foreign currency exchange rates, and volatility in the price of many commodities. As a result, predicting the Company’s forecasted financial performance is difficult and subject to many assumptions. Further meaningful declines in the forecasted performance could result in additional impairments in future periods.

The Company has sought to safeguard the health and well-being of employees while fulfilling its obligation as an essential business serving customers throughout the world. This proactive approach has kept employees safe and production facilities and parts distribution centers largely operational during this period. The Company remains committed to offering a full suite of advanced digital tools that give customers unique capabilities and help them perform their work more efficiently and profitably. Management’s goal is to successfully manage the pandemic’s effects and strengthen its position serving customers in the future.

46

2020 Compared with 2019

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

Three Months Ended

Six Months Ended

May 3 

April 28

May 3 

April 28

2020

2019

2020

2019

Net income attributable to Deere & Company

$

666

$

1,135

$

1,182

$

1,633

Diluted earnings per share

2.11

3.52

3.73

5.07

In the second quarter, the Company recorded impairments totaling $114 million pretax and approximately $105 million after-tax related to certain fixed assets, operating lease equipment, and a minority investment in a construction equipment company headquartered in South Africa (see Note 21).

The voluntary employee-separation program’s total pretax expenses were $9 million and $136 million recognized in the second quarter and first half of 2020, respectively. Included in first half of 2020 expense was $23 million for items excluded from operating profit and $3 million recorded by the financial services operations. Annual estimated savings from the separation program are approximately $85 million, with about $65 million expected in 2020 (see Note 20). Discrete income tax benefits also affected the first six months’ net income (see Note 9).

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

Three Months Ended

Six Months Ended

May 3 

April 28

%

May 3 

April 28

%

2020

2019

Change

2020

2019

Change

Worldwide net sales and revenues

$

9,253

$

11,342

-18

$

16,884

$

19,326

-13

Worldwide equipment operations net sales

8,224

10,273

-20

14,754

17,214

-14

Price realization

+1

+2

Currency translation (unfavorable)

-2

-2

U.S. and Canada equipment operations net sales

4,998

6,132

-18

8,748

10,255

-15

Price realization

+1

+1

Outside U.S. and Canada equipment operations net sales

3,226

4,141

-22

6,006

6,959

-14

Price realization

+2

+2

Currency translation (unfavorable)

-5

-4

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

Three Months Ended

Six Months Ended

May 3 

April 28

%

May 3 

April 28

%

2020

2019

Change

2020

2019

Change

Equipment operations operating profit

$

890

$

1,366

-35

$

1,356

$

1,943

-30

Equipment operations net income

623

1,010

-38

1,006

1,349

-25

Financial services net income

60

121

-50

197

275

-28

The discussion on net sales and operating profit are included in the Business Segment Results below.

47

Business Segment Results

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

Three Months Ended

Six Months Ended

May 3 

April 28

%

May 3 

April 28

%

2020

2019

Change

2020

2019

Change

Net sales

$

5,968

$

7,282

-18

$

10,455

$

11,963

-13

Operating profit

794

1,019

-22

1,167

1,367

-15

Operating margin

13.3%

14.0%

11.2%

11.4%

Agriculture and turf sales decreased for the second quarter due to lower shipment volumes and the unfavorable effects of currency translation, partially offset by price realization. Operating profit declined for the quarter primarily due to lower shipment volumes / sales mix, along with the unfavorable effects of foreign currency exchange. These factors were partially offset by price realization, lower selling, administrative, and general expenses, reduced production costs, and lower research and development expenses.

GRAPHIC

48

Sales for the first six months decreased mainly as a result of lower shipment volumes and the unfavorable effects of currency translation, partially offset by price realization. Operating profit for the first six months declined primarily resulting from lower shipment volumes / sales mix, voluntary employee-separation expenses, and the unfavorable effects of currency exchange. Partially offsetting these factors were price realization, lower production costs, decreased selling, administrative, and general expenses, and reduced research and development expenses.

GRAPHIC

49

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

Three Months Ended

Six Months Ended

May 3 

April 28

%

May 3 

April 28

%

2020

2019

Change

2020

2019

Change

Net sales

$

2,256

$

2,991

-25

$

4,299

$

5,251

-18

Operating profit

96

347

-72

189

576

-67

Operating margin

4.3%

11.6%

4.4%

11.0%

Construction & Forestry sales declined for the second quarter mainly due to lower shipment volumes and the unfavorable effects of currency translation, partially offset by price realization. Second quarter operating profit deteriorated largely due to lower shipment volumes / sales mix, impairments in certain fixed assets and a minority investment in a construction equipment company headquartered in South Africa (see Note 21), and the unfavorable effects of foreign currency exchange, partially offset by lower production costs and price realization.

GRAPHIC

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The segment’s six month sales also decreased due to lower shipment volumes and the unfavorable effects of currency translation, partially offset by price realization. The first six month’s operating profit moved lower mainly due to reduced shipment volumes / sales mix, impairments in certain fixed assets and a minority investment in a construction equipment company (see Note 21), voluntary employee-separation expenses, and the unfavorable effects of currency exchange, partially offset by lower production costs and price realization.

GRAPHIC

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

Three Months Ended

Six Months Ended

May 3 

April 28

%

May 3 

April 28

%

2020

2019

Change

2020

2019

Change

Revenue (including intercompany revenue)

$

967

$

982

-2

$

1,965

$

1,909

+3

Interest expense

266

312

-15

541

599

-10

Operating profit

75

170

-56

254

362

-30

Consolidated ratio of earnings to fixed charges

1.29

1.55

-17

1.47

1.61

-9

Financial services operating profit decreased for the quarter and first six months primarily due to a higher provision for credit losses and increased losses and impairments on lease residual values, partially offset by income earned on a higher average portfolio. Both periods were affected by unfavorable financing spreads. The average balance of receivables and leases financed was 3 percent higher in the second quarter and 5 percent higher in the first six months of 2020, compared with the same periods last year. Interest expense decreased in the second quarter and first six months of 2020 primarily as a result of lower average borrowing rates, partially offset by higher average borrowings.

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

Three Months Ended

Six Months Ended

May 3 

April 28

%

May 3 

April 28

%

2020

2019

Change

2020

2019

Change

Cost of sales to net sales

76.5%

75.5%

77.1%

76.6%

Research and development expenses

$

406

$

457

-11

$

831

$

864

-4

Selling, administrative and general expenses

906

947

-4

1,715

1,710

Other operating expenses

377

359

+5

792

711

+11

The cost of sales to net sales ratio increased in the second quarter primarily due to the unfavorable effects of foreign currency exchange, impairment of fixed assets of an asphalt plant factory (see Note 21), and a less favorable product mix, partially offset by lower production costs and price realization. This ratio also increased in the first six months largely resulting from the unfavorable effects of currency exchange, the previously mentioned impairment, voluntary employee-separation expenses, and a less favorable product mix, partially offset by price realization and lower production costs. Research and development expenses decreased in both periods with targeted project reductions related to COVID spending adjustments. Selling, administrative and general expenses decreased in the second quarter primarily due to spending reductions and lower dealer commissions, partially offset by an increase in the provision for credit losses (see Note 11). These expenses for the first six months were about the same as 2019. Spending reductions, lower incentive compensation, and the favorable effects of foreign currency translation were offset by a higher provision for credit losses and voluntary employee-separation expenses (see Note 20). Other operating expenses increased in both periods primarily due to higher depreciation on operating leases and losses and impairments on operating lease residual values, partially offset by the favorable effects of foreign currency translation.

Market Conditions

Agriculture and Turf. Industry sales of agricultural equipment are expected to decrease about 10 percent from 2019 for the U.S. and Canada, while sales in Europe are expected to be down 5 to 10 percent. South American industry sales of tractors and combines are projected to be down 10 to 15 percent. Asian industry sales are forecast to decrease moderately due in large part to the pandemic related shutdown in India. Industry sales of turf and utility equipment in the U.S. and Canada are expected to be down about 10 percent for 2020.
Construction and Forestry. Industry construction equipment sales in North America are expected to decline by 20 to 30 percent for 2020. In forestry, global industry sales are expected to be down 15 to 20 percent due to weaker demand in North America and Russia.
Financial Services. Full year 2020 results are expected to decline due to a higher provision for credit losses and less-favorable financing spreads, partially offset by lower losses and impairments on operating lease residual values.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements under “Overview,” “Market Conditions,” and other forward-looking statements herein that relate to future events, expectations, and trends involve factors that are subject to change, and risks and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect particular lines of business, while others could affect all of the Company’s businesses.

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

52

consumption and prices and on livestock feed demand, and crop pests and diseases and the impact of the COVID pandemic on the agricultural industry including demand for, and production and exports of, agricultural products, and commodity prices.

Factors affecting the outlook for the Company’s turf and utility equipment include consumer confidence, weather conditions, customer profitability, labor supply, consumer borrowing patterns, consumer purchasing preferences, housing starts and supply, infrastructure investment, spending by municipalities and golf courses, and consumable input costs. Many of these factors have been and may continue to be impacted by the global economic downturn resulting from the COVID pandemic and responses to the pandemic taken by governments and other authorities.

Consumer spending patterns, real estate and housing prices, the number of housing starts, interest rates and the levels of public and non-residential construction are important to sales and results of the Company’s construction and forestry equipment. Prices for pulp, paper, lumber and structural panels are important to sales of forestry equipment. Many of these factors affecting the outlook for the company’s construction and forestry equipment have been and may continue to be impacted by the global economic downturn resulting from the COVID pandemic and responses to the pandemic taken by governments and other authorities.

All of the Company’s businesses and its results are affected by general economic conditions in the global markets and industries in which the Company operates; customer confidence in general economic conditions; government spending and taxing; foreign currency exchange rates and their volatility, especially fluctuations in the value of the U.S. dollar; interest rates (including the availability of IBOR reference rates); inflation and deflation rates; changes in weather patterns; the political and social stability of the global markets in which the Company operates; the effects of, or response to, terrorism and security threats; wars and other conflicts; natural disasters; and the spread of major epidemics (including the COVID pandemic) and government and industry responses to epidemics such as travel restrictions and extended shut down of businesses.

Uncertainties related to the magnitude and duration of the COVID pandemic may significantly adversely affect the company’s business and outlook. These uncertainties include: prolonged reduction or closure of the company’s operations, or a delayed recovery in our operations; additional closures as mandated or otherwise made necessary by governmental authorities; disruptions in the supply chain and a prolonged delay in resumption of operations by one or more key suppliers, or the failure of any key suppliers; the company’s ability to meet commitments to customers on a timely basis as a result of increased costs and supply challenges; the ability to receive goods on a timely basis and at anticipated costs; increased logistics costs; delays in the company’s strategic initiatives as a result of reduced spending on research and development; additional operating costs at facilities that remain open due to remote working arrangements, adherence to social distancing guidelines and other COVID-related challenges; absence of employees due to illness; the impact of the pandemic on the company’s customers and dealers, and their delays in their plans to invest in new equipment; requests by the company’s customers or dealers for payment deferrals and contract modifications; the impact of disruptions in the global capital markets and/or continued declines in the company’s financial performance, outlook or credit ratings, which could impact the company’s ability to obtain funding in the future; and the impact of the pandemic on demand for our products and services as discussed above. It is unclear when an economic recovery could occur and what a recovery may look like. All of these factors could materially and adversely affect our business, liquidity, results of operations and financial position.

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

The withdrawal of the United Kingdom from the European Union and the perceptions as to the impact of the withdrawal may adversely affect business activity, political stability and economic conditions in the United Kingdom, the European Union and elsewhere. The economic conditions and outlook could be further adversely affected by (i) uncertainty regarding any new or modified trade arrangements between the United Kingdom and the European Union and/or other countries, (ii) the risk that one or more other European Union countries could come under increasing pressure to leave the European Union, or (iii) the risk that the euro as the single currency of the Eurozone could cease to exist. Any of these developments, or the perception that any of these developments are likely to occur, could affect economic growth or business activity in the United Kingdom or the European Union,

53

and could result in the relocation of businesses, cause business interruptions, lead to economic recession or depression, and impact the stability of the financial markets, availability of credit, currency exchange rates, interest rates, financial institutions, and political, financial and monetary systems. Any of these developments could affect our businesses, liquidity, results of operations and financial position.

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

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

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

The Company’s outlook is based upon assumptions relating to the factors described above, which are sometimes based upon estimates and data prepared by government agencies. Such estimates and data are often revised. The Company, except as required by law, undertakes no obligation to update or revise its outlook, whether as a result of new developments or otherwise. Further information concerning the Company and its businesses, including factors that could materially affect the Company’s financial results, is included in the Company’s other filings with the SEC (including, but not limited to, the factors discussed in Item 1A. Risk Factors of the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q).

54

Critical Accounting Policies

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

CAPITAL RESOURCES AND LIQUIDITY

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

Consolidated

Positive cash flows from consolidated operating activities in the first six months of 2020 were $776 million. This cash inflow resulted primarily from net income adjusted for non-cash provisions and a change in net retirement benefits, partially offset by a seasonal increase in receivables related to sales and inventories, a decrease in accounts payable and accrued expenses, and a change in accrued income taxes payable/receivable. Cash inflows from investing activities were $30 million in the first six months of 2020, primarily due to a change in collateral on derivatives – net of $319 million, and collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of these receivables and the cost of equipment on operating leases acquired by $195 million, partially offset by purchases of property and equipment of $441 million and purchases of marketable securities exceeding proceeds from maturities and sales by $32 million. Positive cash flows from financing activities were $4,343 million in the first six months of 2020 primarily due to an increase in borrowings of $5,098 million and proceeds from issuance of common stock of $70 million (resulting from the exercise of stock options), partially offset by dividends paid of $481 million and repurchases of common stock of $263 million. Cash, cash equivalents, and restricted cash increased $5,047 million during the first six months of this year. The increase in cash was primarily related to new equipment operations long-term borrowings to provide added liquidity due to the financial uncertainty created by COVID.

Negative cash flows from consolidated operating activities in the first six months of 2019 were $1,495 million. This cash outflow resulted primarily from a seasonal increase in receivables related to sales and inventories, along with an increase in overall demand, and a decrease in accounts payable and accrued expenses, partially offset by net income adjusted for non-cash provisions, a change in accrued income taxes payable/receivable, and a change in net retirement benefits. Cash outflows from investing activities were $372 million in the first six months of 2019, primarily due to purchases of property and equipment of $491 million and purchases of marketable securities exceeding proceeds from maturities and sales by $29 million. Partially offsetting these cash outflows were cash inflows from collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and the cost of equipment on operating leases acquired by $188 million. Positive cash flows from financing activities were $1,473 million in the first six months of 2019 primarily due to an increase in borrowings of $2,375 million and proceeds from issuance of common stock of $95 million (resulting from the exercise of stock options), partially offset by repurchases of common stock of $481 million and dividends paid of $462 million. Cash, cash equivalents, and restricted cash decreased $429 million during the first six months of 2019.

The Company has access to most global markets at a reasonable cost and expects to have sufficient sources of global funding and liquidity to meet its funding needs. Sources of liquidity for the Company include cash and cash equivalents, marketable securities, funds from operations, the issuance of commercial paper and term debt, the securitization of retail notes (both public and private markets), and committed and uncommitted bank lines of credit. The Company’s commercial paper outstanding at May 3, 2020, November 3, 2019, and April 28, 2019 was $3,424 million, $2,698 million, and $4,875 million, respectively, while the total cash and cash equivalents and marketable securities position was $9,526 million, $4,438 million, and $4,029 million, respectively. The total cash and cash equivalents and marketable securities held by foreign subsidiaries was $4,034 million, $2,731 million, and $2,252 million at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

Lines of Credit. The Company also has access to bank lines of credit with various banks throughout the world. Worldwide lines of credit totaled $9,178 million at May 3, 2020, $4,614 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 May 3, 2020 was a 364-day credit facility agreement of $3,000 million expiring in fiscal April 2021. In addition, total credit lines included long-term credit facility agreements of $2,500 million expiring in fiscal April 2024 and $2,500 million expiring in fiscal April 2025. These credit agreements require John Deere Capital Corporation (Capital Corporation) to maintain its consolidated ratio of earnings to fixed charges at not less than 1.05 to 1 for each fiscal quarter and the ratio of senior debt, excluding securitization indebtedness, to

55

capital base (total subordinated debt and stockholder’s equity excluding accumulated other comprehensive income (loss)) at not more than 11 to 1 at the end of any fiscal quarter. The credit agreements also require the equipment operations to maintain a ratio of total debt to total capital (total debt and stockholders’ equity excluding accumulated other comprehensive income (loss)) of 65 percent or less at the end of each fiscal quarter. Under this provision, the Company’s excess equity capacity and retained earnings balance free of restriction at May 3, 2020 was $11,472 million. Alternatively under this provision, the equipment operations had the capacity to incur additional debt of $21,306 million at May 3, 2020. All of these requirements of the credit agreement have been met during the periods included in the financial statements.

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

    

Senior

    

    

 

Long-Term

Short-Term

Outlook

 

Fitch Ratings

A

F1

Stable

Moody’s Investors Service, Inc.

 

A2

 

Prime-1

 

Stable

Standard & Poor’s

 

A

 

A-1

 

Stable

Trade accounts and notes receivable primarily arise from sales of goods to independent dealers. Trade receivables increased $756 million during the first six months of 2020, primarily due to a seasonal increase, partially offset by foreign currency translation. These receivables decreased $1,533 million, compared to a year ago, primarily due to lower shipment volumes due to the effects of COVID and other macroeconomic issues, and foreign currency translation. The ratios of worldwide trade accounts and notes receivable to the last 12 months’ net sales were 18 percent at May 3, 2020, compared to 15 percent at November 3, 2019 and 22 percent at April 28, 2019. Agriculture and turf trade receivables decreased $962 million and construction and forestry trade receivables decreased $571 million, compared to a year ago. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 3 percent at May 3, 2020, 3 percent at November 3, 2019, and 1 percent at April 28, 2019.

Deere & Company stockholders’ equity was $11,864 million at May 3, 2020, compared with $11,413 million at November 3, 2019 and $11,919 million at April 28, 2019. The increase of $451 million during the first six months of 2020 resulted primarily from net income attributable to Deere & Company of $1,182 million, a change in the retirement benefits adjustment of $287 million, and an increase in common stock of $71 million, partially offset by dividends declared of $477 million, a change in cumulative translation adjustment of $398 million, and increase in treasury stock of $216 million.

Equipment Operations

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

Cash provided by operating activities of the equipment operations, including intercompany cash flows, in the first six months of 2020 was $842 million. This resulted primarily from cash inflows from net income adjusted for non-cash provisions and a change in net retirement benefits. Partially offsetting these operating cash inflows were cash outflows from a decrease in accounts payable and accrued expenses, a seasonal increase in inventories and trade and financing receivables held by the equipment operations, and a change in accrued income taxes payable/receivable. Cash, cash equivalents, and restricted cash increased $4,281 million in the first six months of 2020. The increase in cash was primarily related to new equipment operations long-term borrowings to provide added liquidity due to the financial uncertainty created by COVID.

Cash provided by operating activities of the equipment operations, including intercompany cash flows, in the first six months of 2019 was $708 million. This resulted primarily from cash inflows from net income adjusted for non-cash provisions and an increase in accounts payable and accrued expenses. Partially offsetting these operating cash inflows were cash outflows from a seasonal increase in inventories and trade and financing receivables held by the

56

equipment operations, along with an increase in overall demand, and a change in accrued income taxes payable/receivable. Cash, cash equivalents, and restricted cash decreased $298 million in the first six months of 2019.

Trade receivables held by the equipment operations decreased $63 million during the first six months and decreased $189 million from a year ago. The equipment operations sell a significant portion of their trade receivables to financial services. See the previous consolidated discussion of trade receivables.

Inventories increased by $196 million during the first six months, primarily due to a seasonal increase partially offset by foreign currency translation. Inventories decreased by $990 million, compared to a year ago, due to forecasted lower demand related to COVID and other macroeconomic issues and foreign currency translation. A majority of these inventories are valued on the last-in, first-out (LIFO) method. The ratios of inventories on a first-in, first-out (FIFO) basis (see Note 13), which approximates current cost, to the last 12 months’ cost of sales were 31 percent at May 3, 2020, compared to 29 percent at November 3, 2019 and 34 percent at April 28, 2019.

Total interest-bearing debt, excluding finance lease liabilities, of the equipment operations was $11,343 million at May 3, 2020, compared with $6,446 million at November 3, 2019 and $6,074 million at April 28, 2019. The ratios of debt to total capital (total interest-bearing debt and stockholders’ equity) were 49 percent, 36 percent, and 34 percent at May 3, 2020, November 3, 2019, and April 28, 2019, respectively.

In the second quarter of 2020, the equipment operations issued three tranches of notes in the U.S. with aggregate principal totaling $2,250 million that are due from 2025 to 2050. The equipment operations also issued Euro-Medium-Term notes with aggregate principal totaling €2,000 million (approximately $2,170 million based on the exchange rate at the issue date) that are due from 2024 to 2032. In the second quarter of 2020, the equipment operations issued commercial paper in the U.S. with aggregate principal totaling $466 million. A portion, $448 million had an original term greater than 90 days. None of the commercial paper was repaid in the second quarter and is presented in “Increase in total short-term borrowings” in the consolidated statement of cash flows.

The Company may from time to time seek to retire portions of its outstanding debt securities through cash repurchases or exchanges for other securities, in open-market purchases, privately negotiated transactions, or otherwise. Such repurchases or exchanges, if any, will be subject to and depend on prevailing market conditions, the company’s liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material.

Property and equipment cash expenditures for the equipment operations in the first six months of 2020 were $440 million, compared with $490 million in the same period last year. Capital expenditures for the equipment operations in 2020 are estimated to be approximately $870 million.

In October 2019, the Company entered into a definitive agreement to acquire Unimil, a privately held Brazilian company in the aftermarket service parts business for sugarcane harvesters. The expected cash purchase price is R$375 million (or approximately $70 million based on the exchange rate at the end of the fiscal quarter). The Company expects to fund the acquisition and the transaction expenses with current cash. The transaction requires customary regulatory approval and is expected to close in the second half of 2020.

Financial Services

The financial services operations rely on their ability to raise substantial amounts of funds to finance their receivable and lease portfolios. Their primary sources of funds for this purpose are a combination of commercial paper, term debt, securitization of retail notes, equity capital, and borrowings from Deere & Company.

During the first six months of 2020, the cash provided by operating activities and financing activities was used primarily to increase trade and wholesale receivables. Cash flows provided by operating activities, including intercompany cash flows, were $991 million in the first six months. Cash used for investing activities totaled $329 million in the first six months of 2020 primarily due to an increase in trade and wholesale receivables of $673 million and purchases of marketable securities exceeding proceeds from maturities and sales by $32 million. These cash outflows were partially offset by cash inflows from a change in collateral on derivatives – net of $319 million, and collections of receivables (excluding trade and wholesale) and proceeds from sales of equipment on operating leases exceeding the cost of these receivables and the cost of equipment on operating leases acquired by $94 million. Cash provided by financing activities totaled $148 million, resulting primarily from an increase in borrowings from Deere & Company of $292 million and an increase in external borrowings of $94 million, partially offset by dividends paid to Deere & Company of $225 million. Cash, cash equivalents, and restricted cash increased $766 million in the first six months of 2020.

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During the first six months of 2019, the cash provided by operating activities and financing activities was used primarily to increase trade and wholesale receivables. Cash flows provided by operating activities, including intercompany cash flows, were $1,356 million in the first six months. Cash used for investing activities totaled $3,088 million in the first six months of 2019 primarily due to an increase in trade and wholesale receivables of $3,028 million and the cost of receivables (excluding trade and wholesale) and the cost of equipment on operating leases acquired exceeding the collection of these receivables and proceeds from sales of equipment on operating leases by $47 million, and purchases of marketable securities exceeding proceeds from maturities and sales by $32 million. Cash provided by financing activities totaled $1,609 million, resulting primarily from an increase in external borrowings of $2,544 million, partially offset by a decrease in borrowings from Deere & Company of $611 million and dividends paid to Deere & Company of $312 million. Cash, cash equivalents, and restricted cash decreased $131 million in the first six months of 2019.

Receivables and leases held by the financial services operations consist of retail notes originated in connection with retail sales of new and used equipment by dealers of John Deere products, retail notes from non-Deere equipment customers, trade receivables, wholesale notes, revolving charge accounts, credit enhanced international export financing generally involving John Deere products, and financing and operating leases. Total receivables and leases decreased $1,108 million during the first six months of 2020 and decreased $37 million in the past 12 months. Acquisition volumes of receivables (excluding trade and wholesale) and leases were 4 percent higher in the first six months of 2020, compared with the same period last year, as volumes of retail notes and revolving charge accounts were higher, while volumes of financing and operating leases were lower. The amount of total trade receivables and wholesale notes increased compared to November 3, 2019 and decreased compared to April 28, 2019.

Total external interest-bearing debt of the financial services operations was $38,761 million at May 3, 2020, compared with $38,888 million at November 3, 2019 and $38,645 million at April 28, 2019. Total external borrowings have changed generally corresponding with the level of receivable and lease portfolio, the level of cash and cash equivalents, the change in payables owed to Deere & Company, and the change in investment from Deere & Company. The financial services operations’ ratio of interest-bearing debt to stockholder’s equity was 8.3 to 1 at May 3, 2020, compared with 8.0 to 1 at November 3, 2019 and 8.0 to 1 at April 28, 2019.

Capital Corporation has a revolving credit agreement to utilize bank conduit facilities to securitize retail notes (see Note 12). At May 3, 2020, this facility had a total capacity, or “financing limit,” of $3,500 million of secured financings at any time. After a two-year revolving period, unless the banks and Capital Corporation agree to renew, Capital Corporation would liquidate the secured borrowings over time as payments on the retail notes are collected. At May 3, 2020, $1,630 million of secured short-term borrowings was outstanding under the agreement.

In the first six months of 2020, the financial services operations issued $1,770 million and retired $1,443 million of retail note securitization borrowings. In addition, during the first six months of 2020, the financial services operations issued $2,673 million and retired $3,163 million of long-term borrowings, which were primarily medium-term notes.

Dividends and Other Events

The Company’s Board of Directors at its meeting on May 27, 2020 declared a quarterly dividend of $.76 per share payable August 10, 2020, to stockholders of record on June 30, 2020.

In May 2020, the Company’s financial services operations entered into a retail note securitization using its bank conduit facility that resulted in securitization borrowings of approximately $743 million.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Item 4.CONTROLS AND PROCEDURES

The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective as of May 3, 2020, 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 second quarter, there were no changes that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to product liability (including asbestos-related liability), retail credit, employment, patent, and trademark matters. Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that John Deere reasonably believes could exceed $100,000. The following matter is disclosed solely pursuant to that requirement: on October 3, 2018, the Provincia Santa Fe Ministerio de Medio Ambiente of Argentina issued a Notice of Violation to Industrias John Deere Argentina in connection with alleged groundwater contamination at the site; the Company worked with the appropriate authorities to implement corrective actions to remediate the site. On December 16, 2019, the Provincia Santa Fe Ministerio de Medio Ambiente issued a Notice of Fine of approximately $328,000. The Provincia Santa Fe Ministerio de Medio Ambienta is presently closed and its term has been suspended as a result of the COVID pandemic, which has prevented the Company’s access to administrative files. After its reopening, the Company will determine its response. The Company believes the reasonably possible range of losses for this and other unresolved legal actions would not have a material effect on its financial statements.

Item 1A.  Risk Factors

See the Company’s most recent annual report filed on Form 10-K (Part I, Item 1A).

The COVID pandemic resulted in additional risks that could materially adversely affect the Company’s business, financial condition, results of operations and/or cash flows.

As mentioned previously, COVID was identified in late 2019 and has spread globally. The rapid spread has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders and shutdowns. These measures have impacted and may further impact all or portions of the Company’s workforce and operations and the operations of customers and suppliers. The Company has significant operations worldwide in countries that have been affected by the pandemic and taken containment actions. Considerable uncertainty exists regarding such measures and potential future measures. Restrictions on access to the Company’s manufacturing facilities or on the support operations or workforce, or similar limitations for suppliers, and restrictions or disruptions of transportation, port closures and increased border controls or closures, have limited and could continue to limit the Company’s ability to meet customer demand, which could have a material adverse effect on the Company’s financial condition, cash flows and results of operations. There is no certainty that measures taken by governmental authorities will be sufficient to mitigate the risks posed by the virus, and the Company’s ability to perform critical functions could be harmed.

The COVID pandemic has also significantly increased economic and demand uncertainty and has led to disruption and volatility in demand for the Company’s products and services, suppliers’ ability to fill orders, and global capital markets. It is likely that the COVID pandemic has caused an economic slowdown, and it is possible that it could cause a global recession. These events could affect demand for the Company’s products and services, the value of the equipment financed or leased, the demand for financings and the financial condition and credit risk of our dealers and customers. Risks related to negative economic conditions are described in our risk factor titled “Negative economic conditions and outlook can materially weaken demand for John Deere’s equipment and services, limit access to funding and result in higher funding costs” under “Risk Factors” in the Company’s annual report on Form 10-K for the year ended November 3, 2019.

Uncertainties related to the magnitude and duration of the COVID pandemic may significantly adversely affect our business and outlook. These uncertainties include: prolonged reduction or closure of the Company’s operations, or a delayed recovery in our operations; additional closures as mandated or otherwise made necessary by governmental authorities; disruptions in the supply chain and a prolonged delay in resumption of operations by one or more key suppliers, or the failure of any key suppliers; the Company’s ability to meet commitments to our customers on a timely basis as a result of increased costs and supply challenges; the ability to receive goods on a timely basis and at anticipated costs; increased logistics costs; delays in the Company’s strategic initiatives as a result of reduced spending on research

59

and development; additional operating costs at facilities that remain open due to remote working arrangements, adherence to social distancing guidelines and other COVID related challenges; absence of employees due to illness; the impact of the pandemic on the Company’s customers and dealers, and their delays in their plans to invest in new equipment; requests by the Company’s customers or dealers for payment deferrals and contract modifications; the impact of disruptions in the global capital markets and/or continued declines in our financial performance, outlook or credit ratings, which could impact the Company’s ability to obtain funding in the future; and the impact of the pandemic on demand for our products and services as discussed above. It is unclear when an economic recovery could occur and what a recovery may look like. All of these factors could materially and adversely affect our business, liquidity, results of operations and financial position.

The ultimate magnitude of COVID effects, including the extent of its impact on the Company’s financial and operational results, which could be material, will be determined by the length of time that the pandemic continues, its effect on the demand for the Company’s products and services and the supply chain, as well as the effect of governmental regulations imposed in response to the pandemic. We cannot at this time predict the impact of the COVID pandemic, but it could have a material adverse effect on our business, financial condition, results of operations and/or cash flows.

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

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

The Company’s purchases of its common stock during the second quarter of 2020 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)

 

Feb 3 to Mar 1

149

 

$

165.18

149

64.8

Mar 2 to Mar 29

845

147.76

845

63.9

Mar 30 to May 3

63.9

Total

994

994

(1) During the second quarter of 2020, the Company had a share repurchase plan that was announced in December 2013 to purchase up to $8,000 million of shares of the Company’s common stock. In December 2019, the Company announced an additional share repurchase plan authorizing the purchase of up to an additional $8,000 million of shares of the Company’s common stock. The maximum number of shares that may yet be purchased under these two plans was based on the end of the second quarter closing share price of $138.19 per share. At the end of the second quarter of 2020, $8,826 million of common stock remained to be purchased under the plans.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Not applicable.

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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 3.2 to Form 10-Q of registrant for the quarter ended January 27, 2019, Securities and Exchange Commission File Number 1-4121*)

10.1

2024 Credit Agreement among the registrant, John Deere Capital Corporation, John Deere Bank S.A., various financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as documentation agent, and Bank of America, N.A., as syndication agent, dated March 30, 2020

10.2

2025 Credit Agreement among the registrant, John Deere Capital Corporation, John Deere Bank S.A., various financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as documentation agent, and Bank of America, N.A., as syndication agent, dated March 30, 2020

10.3

364-Day Credit Agreement among the registrant, John Deere Capital Corporation, John Deere Bank S.A., various financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as documentation agent, and Bank of America, N.A., as syndication agent, dated March 30, 2020

31.1

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

31.2

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

32

Section 1350 Certifications

101.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. Copies of these exhibits are available from the Company upon request.

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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:

May 28, 2020

By:

/s/ Ryan D. Campbell

Ryan D. Campbell
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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