8-K
Deere & Co (DE)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|---|---|---|
| | FORM 8-K | |
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: March 24, 2021
(Date of earliest event reported)
DEERE & COMPANY
(Exact name of registrant as specified in its charter)
| | | | | |
|---|---|---|---|---|
| Delaware | | 1-4121 | | 36-2382580 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
One John Deere Place
Moline, Illinois 61265
(Address of principal executive offices and zip code)
(309) 765-8000
(Registrant’s telephone number, including area code)
___________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01Regulation FD Disclosure (Furnished herewith)
Beginning in fiscal year 2021, Deere & Company (the “Company”) implemented a new operating model and reporting structure. With this change, the Company’s agriculture and turf operations were divided into two new segments, which are described as follows:
The production and precision agriculture segment is responsible for defining, developing, and delivering global equipment and technology solutions to unlock customer value for production-scale growers of large grains, small grains, cotton, and sugar. Main products include large and certain mid-size tractors, combines, cotton pickers, sugarcane harvesters and loaders, and soil preparation, seeding, application and crop care equipment.
The small agriculture and turf segment is responsible for defining, developing, and delivering market-driven products to support mid-size and small growers and producers globally as well as turf customers. The operations are principally organized to support production systems for dairy and livestock, high-value crops, and turf and utility operators. Primary products include certain mid-size and small tractors, as well as hay and forage equipment, riding and commercial lawn equipment, golf course equipment, and utility vehicles.
There were no reporting changes for the construction and forestry and financial services segments. As a result, the Company has four reportable segments.
For informational purposes only, selected, recast segment financial data for the fiscal years ended November 1, 2020, November 3, 2019, and October 28, 2018, as well as the interim periods for fiscal year 2020 are furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information is not filed for purposes of the Securities Exchange Act of 1934 and is not deemed incorporated by reference by any general statements incorporating by reference this report or future filings into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Deere & Company specifically incorporates the information by reference.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
| | |
|---|---|
| Number | Description of Exhibit |
| 99.1 | Selected Financial Data for New Operating Segments (Furnished herewith) |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document) |
2
Signature
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 hereunto duly authorized.
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|---|---|---|
| | DEERE & COMPANY | |
| | | |
| | | |
| | By: | /s/ Todd E. Davies |
| | | Todd E. Davies |
| | | Secretary |
| | | |
| | | |
| Dated: March 24, 2021 | | |
3
Exhibit 99.1
Deere & Company
Selected, Recast Segment Financial Data
(In millions)
(Unaudited)
The following is selected, recast segment financial data, reflecting our new segment structure, for the years ended November 1, 2020, November 3, 2019, and October 28, 2018:
Segment Information – as previously reported
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | 2020 | | 2019 | | 2018 | | |||
| Net sales and revenues: | | | | | | | | | | |
| Agriculture & turf net sales | | $ | 22,325 | | $ | 23,666 | | $ | 23,191 | |
| Construction & forestry net sales | | | 8,947 | | | 11,220 | | | 10,160 | |
| Financial services revenues | | | 3,589 | | | 3,621 | | | 3,252 | |
| Other revenues | | | 679 | | | 751 | | | 755 | |
| Total net sales and revenues | | $ | 35,540 | | $ | 39,258 | | $ | 37,358 | |
| Operating profit: * | | | | | | | | | | |
| Agriculture & turf | | $ | 2,969 | | $ | 2,506 | | $ | 2,816 | |
| Construction & forestry | | | 590 | | | 1,215 | | | 868 | |
| Financial services | | | 746 | | | 694 | | | 792 | |
| Total operating profit | | | 4,305 | | | 4,415 | | | 4,476 | |
| Reconciling items ** | | | (472) | | | (310) | | | (381) | |
| Income taxes | | | (1,082) | | | (852) | | | (1,727) | |
| Net income attributable to Deere & Company | | $ | 2,751 | | $ | 3,253 | | $ | 2,368 | |
Segment Information – as recast
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | 2020 | | 2019 | | 2018 | | |||
| Net sales and revenues: | | | | | | | | | | |
| Production & precision ag net sales | | $ | 12,962 | | $ | 13,364 | | $ | 13,086 | |
| Small ag & turf net sales | | | 9,363 | | | 10,302 | | | 10,105 | |
| Construction & forestry net sales | | | 8,947 | | | 11,220 | | | 10,160 | |
| Financial services revenues | | | 3,589 | | | 3,621 | | | 3,252 | |
| Other revenues | | | 679 | | | 751 | | | 755 | |
| Total net sales and revenues | | $ | 35,540 | | $ | 39,258 | | $ | 37,358 | |
| Operating profit: * | | | | | | | | | | |
| Production & precision ag | | $ | 1,969 | | $ | 1,729 | | $ | 1,897 | |
| Small ag & turf | | | 1,000 | | | 777 | | | 919 | |
| Construction & forestry | | | 590 | | | 1,215 | | | 868 | |
| Financial services | | | 746 | | | 694 | | | 792 | |
| Total operating profit | | | 4,305 | | | 4,415 | | | 4,476 | |
| Reconciling items ** | | | (472) | | | (310) | | | (381) | |
| Income taxes | | | (1,082) | | | (852) | | | (1,727) | |
| Net income attributable to Deere & Company | | $ | 2,751 | | $ | 3,253 | | $ | 2,368 | |
* 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.
The following is selected, recast segment financial data, reflecting our new segment structure, for the interim periods of fiscal year 2020:
Segment Information – as previously reported
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Fiscal Year 2020 | | ||||||||||
| | | First | | Second | | Third | | Fourth | | ||||
| | | Quarter | | Quarter | | Quarter | | Quarter | | ||||
| Net sales and revenues: | | | | | | | | | | | | | |
| Agriculture & turf net sales | | $ | 4,486 | | $ | 5,968 | | $ | 5,672 | | $ | 6,198 | |
| Construction & forestry net sales | | | 2,044 | | | 2,256 | | | 2,187 | | | 2,461 | |
| Financial services revenues | | | 931 | | | 875 | | | 892 | | | 891 | |
| Other revenues | | | 170 | | | 154 | | | 174 | | | 181 | |
| Total net sales and revenues | | $ | 7,631 | | $ | 9,253 | | $ | 8,925 | | $ | 9,731 | |
| Operating profit: * | | | | | | | | | | | | | |
| Agriculture & turf | | $ | 373 | | $ | 794 | | $ | 942 | | $ | 860 | |
| Construction & forestry | | | 93 | | | 96 | | | 205 | | | 196 | |
| Financial services | | | 179 | | | 75 | | | 243 | | | 249 | |
| Total operating profit | | | 645 | | | 965 | | | 1,390 | | | 1,305 | |
| Reconciling items ** | | | (78) | | | (54) | | | (122) | | | (219) | |
| Income taxes | | | (50) | | | (245) | | | (457) | | | (329) | |
| Net income attributable to Deere & Company | | $ | 517 | | $ | 666 | | $ | 811 | | $ | 757 | |
Segment Information – as recast
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Fiscal Year 2020 | | ||||||||||
| | | First | | Second | | Third | | Fourth | | ||||
| | | Quarter | | Quarter | | Quarter | | Quarter | | ||||
| Net sales and revenues: | | | | | | | | | | | | | |
| Production & precision ag net sales | | $ | 2,507 | | $ | 3,365 | | $ | 3,289 | | $ | 3,801 | |
| Small ag & turf net sales | | | 1,979 | | | 2,603 | | | 2,383 | | | 2,397 | |
| Construction & forestry net sales | | | 2,044 | | | 2,256 | | | 2,187 | | | 2,461 | |
| Financial services revenues | | | 931 | | | 875 | | | 892 | | | 891 | |
| Other revenues | | | 170 | | | 154 | | | 174 | | | 181 | |
| Total net sales and revenues | | $ | 7,631 | | $ | 9,253 | | $ | 8,925 | | $ | 9,731 | |
| Operating profit: * | | | | | | | | | | | | | |
| Production & precision ag | | $ | 218 | | $ | 568 | | $ | 605 | | $ | 578 | |
| Small ag & turf | | | 155 | | | 226 | | | 337 | | | 282 | |
| Construction & forestry | | | 93 | | | 96 | | | 205 | | | 196 | |
| Financial services | | | 179 | | | 75 | | | 243 | | | 249 | |
| Total operating profit | | | 645 | | | 965 | | | 1,390 | | | 1,305 | |
| Reconciling items ** | | | (78) | | | (54) | | | (122) | | | (219) | |
| Income taxes | | | (50) | | | (245) | | | (457) | | | (329) | |
| Net income attributable to Deere & Company | | $ | 517 | | $ | 666 | | $ | 811 | | $ | 757 | |
* 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.
The following is selected, recast segment financial data, reflecting our new segment structure, for the special items recorded in fiscal year 2020:
Employee-Separation Programs – as previously reported
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Fiscal Year 2020 | | ||||||||||
| | | Agriculture | | Construction | | Financial | | | | ||||
| | | & Turf | | & Forestry | | Services | | Total | | ||||
| Cost of sales | | $ | 82 | | $ | 22 | | | | | $ | 104 | |
| Research and development expenses | | | 47 | | | 8 | | | | | | 55 | |
| Selling, administrative and general expenses | | | 96 | | | 24 | | $ | 15 | | | 135 | |
| Other operating expenses | | | | | | | | | | | | 41 | |
| Total pretax expenses | | $ | 225 | | $ | 54 | | $ | 15 | | $ | 335 | |
Employee-Separation Programs – as recast
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Fiscal Year 2020 | | |||||||||||||
| | | Production & | | Small Ag | | Construction | | Financial | | | | |||||
| | | Precision Ag | | & Turf | | & Forestry | | Services | | Total | | |||||
| Cost of sales | | $ | 51 | | $ | 31 | | $ | 22 | | | | | $ | 104 | |
| Research and development expenses | | | 29 | | | 18 | | | 8 | | | | | | 55 | |
| Selling, administrative and general expenses | | | 53 | | | 43 | | | 24 | | $ | 15 | | | 135 | |
| Other operating expenses | | | | | | | | | | | | | | | 41 | |
| Total pretax expenses | | $ | 133 | | $ | 92 | | $ | 54 | | $ | 15 | | $ | 335 | |
Impairments and Other Charges – as previously reported
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Fiscal Year 2020 | | ||||||||||
| | | Agriculture | | Construction | | Financial | | | | ||||
| | | & Turf | | & Forestry | | Services | | Total | | ||||
| Factory closure - Cost of sales | | $ | 20 | | | | | | | | $ | 20 | |
| Long-lived asset impairments: | | | | | | | | | | | | | |
| Cost of sales | | | 13 | | $ | 80 | | | | | | 93 | |
| SA&G expenses | | | 4 | | | | | | | | | 4 | |
| Other operating expenses | | | | | | | | $ | 32 | | | 32 | |
| Affiliate company impairments - Equity in income (loss) of unconsolidated affiliates | | | | | | 50 | | | | | | 50 | |
| Total pretax impairments and closure costs | | $ | 37 | | $ | 130 | | $ | 32 | | $ | 199 | |
Impairments and Other Charges – as recast
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Fiscal Year 2020 | | |||||||||||||
| | | Production & | | Small Ag | | Construction | | Financial | | | | |||||
| | | Precision Ag | | & Turf | | & Forestry | | Services | | Total | | |||||
| Factory closure - Cost of sales | | | | | $ | 20 | | | | | | | | $ | 20 | |
| Long-lived asset impairments: | | | | | | | | | | | | | | | | |
| Cost of sales | | | | | | 13 | | $ | 80 | | | | | | 93 | |
| SA&G expenses | | $ | 2 | | | 2 | | | | | | | | | 4 | |
| Other operating expenses | | | | | | | | | | | $ | 32 | | | 32 | |
| Affiliate company impairments - Equity in income (loss) of unconsolidated affiliates | | | | | | | | | 50 | | | | | | 50 | |
| Total pretax impairments and closure costs | | $ | 2 | | $ | 35 | | $ | 130 | | $ | 32 | | $ | 199 | |