UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended July 30,January 28, 20232024

or

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

For the transition period from ____ to ____

Commission file no: 1-4121

DEERE  &  COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation)

36-2382580
(IRS employer identification no.)

One John Deere Place

Moline, Illinois 61265

(Address of principal executive offices)

Telephone Number: (309) 765-8000

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

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, $1 par value

DE

New York Stock Exchange

6.55% Debentures Due 2028

DE28

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No 

 

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

Yes No 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

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

Yes No 

At July 30, 2023, 288,000,577January 28, 2024, 278,358,210 shares of common stock, $1 par value, of the registrant were outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

DEERE & COMPANY

DEERE & COMPANY

STATEMENTS OF CONSOLIDATED INCOME

STATEMENTS OF CONSOLIDATED INCOME

For the Three and Nine Months Ended July 30, 2023 and July 31, 2022

For the Three Months Ended January 28, 2024 and January 29, 2023

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

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

Three Months Ended

Nine Months Ended

  

2023

    

2022

    

2023

    

2022

 

    

2024

    

2023

 

Net Sales and Revenues

Net sales

 

$

14,284

$

13,000

 

$

41,765

$

33,565

 

$

10,486

$

11,402

Finance and interest income

1,253

 

846

3,326

 

2,441

1,360

 

994

Other income

264

 

256

748

 

1,035

339

 

256

Total

15,801

 

14,102

45,839

 

37,041

12,185

 

12,652

Costs and Expenses

Cost of sales

9,624

 

9,511

28,288

 

25,124

7,200

 

7,934

Research and development expenses

528

 

481

1,571

 

1,336

533

 

495

Selling, administrative and general expenses

1,110

 

959

3,392

 

2,672

1,066

 

952

Interest expense

623

 

296

1,671

 

713

802

 

479

Other operating expenses

310

 

316

971

 

954

369

 

299

Total

12,195

 

11,563

35,893

 

30,799

9,970

 

10,159

Income of Consolidated Group before Income Taxes

3,606

 

2,539

9,946

 

6,242

2,215

 

2,493

Provision for income taxes

636

 

654

2,164

 

1,364

469

 

537

Income of Consolidated Group

2,970

 

1,885

7,782

 

4,878

1,746

 

1,956

Equity in income of unconsolidated affiliates

2

 

5

 

8

2

 

1

Net Income

2,972

 

1,885

7,787

 

4,886

1,748

 

1,957

Less: Net income (loss) attributable to noncontrolling interests

(6)

 

1

(10)

 

1

Less: Net loss attributable to noncontrolling interests

(3)

 

(2)

Net Income Attributable to Deere & Company

 

$

2,978

$

1,884

 

$

7,797

$

4,885

 

$

1,751

$

1,959

Per Share Data

Basic

 

$

10.24

$

6.20

 

$

26.48

$

15.97

 

$

6.25

$

6.58

Diluted

 

10.20

6.16

 

26.35

15.88

 

6.23

6.55

Dividends declared

1.25

1.13

3.70

3.23

1.47

1.20

Dividends paid

1.25

1.05

3.58

3.15

1.35

1.13

Average Shares Outstanding

Basic

290.8

 

304.1

294.4

 

305.8

279.9

 

297.6

Diluted

292.1

 

305.7

295.9

 

307.7

281.1

 

299.1

See Condensed Notes to Interim Consolidated Financial Statements.

2

DEERE & COMPANY

DEERE & COMPANY

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

For the Three and Nine Months Ended July 30, 2023 and July 31, 2022

For the Three Months Ended January 28, 2024 and January 29, 2023

(In millions of dollars) Unaudited

(In millions of dollars) Unaudited

Three Months Ended

Nine Months Ended

  

2023

    

2022

    

2023

    

2022

 

    

2024

    

2023

 

 

 

Net Income

 

$

2,972

$

1,885

 

$

7,787

$

4,886

 

$

1,748

$

1,957

Other Comprehensive Income (Loss), Net of Income Taxes

Retirement benefits adjustment

(9)

 

79

(267)

 

(137)

(21)

 

(11)

Cumulative translation adjustment

144

 

(269)

925

 

(784)

274

 

681

Unrealized gain (loss) on derivatives

5

 

(1)

(26)

 

41

Unrealized gain (loss) on debt securities

(13)

 

6

13

 

(57)

Other Comprehensive Income (Loss), Net of Income Taxes

127

 

(185)

645

 

(937)

Unrealized loss on derivatives

(15)

 

(13)

Unrealized gain on debt securities

13

 

27

Other Comprehensive Income, Net of Income Taxes

251

 

684

Comprehensive Income of Consolidated Group

3,099

 

1,700

8,432

 

3,949

1,999

 

2,641

Less: Comprehensive income (loss) attributable to noncontrolling interests

(5)

 

(3)

2

 

(8)

(2)

 

6

Comprehensive Income Attributable to Deere & Company

 

$

3,104

$

1,703

 

$

8,430

$

3,957

 

$

2,001

$

2,635

See Condensed Notes to Interim Consolidated Financial Statements.

3

DEERE & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions of dollars) Unaudited

    

July 30

    

October 30

    

July 31

 

    

January 28 

    

October 29

    

January 29

 

2023

2022

2022

 

2024

2023

2023

 

Assets

Cash and cash equivalents

 

$

6,576

$

4,774

$

4,359

 

$

5,137

$

7,458

$

3,976

Marketable securities

841

 

734

 

719

1,136

 

946

 

852

Trade accounts and notes receivable – net

9,297

 

6,410

 

6,696

7,795

 

7,739

 

7,609

Financing receivables – net

41,302

 

36,634

 

35,056

43,708

 

43,673

 

36,882

Financing receivables securitized – net

7,001

 

5,936

 

5,141

6,400

 

7,335

 

5,089

Other receivables

3,118

 

2,492

 

1,999

2,017

 

2,623

 

1,992

Equipment on operating leases – net

6,709

 

6,623

 

6,554

6,751

 

6,917

 

6,502

Inventories

9,350

 

8,495

 

9,121

8,937

 

8,160

 

10,056

Property and equipment – net

6,418

 

6,056

 

5,666

6,914

 

6,879

 

6,212

Goodwill

3,994

 

3,687

 

3,754

3,966

 

3,900

 

3,891

Other intangible assets – net

1,199

 

1,218

 

1,281

1,112

 

1,133

 

1,255

Retirement benefits

3,573

 

3,730

 

3,125

3,087

 

3,007

 

3,793

Deferred income taxes

1,360

 

824

 

1,110

1,833

 

1,814

 

914

Other assets

2,659

 

2,417

 

2,236

2,578

 

2,503

 

2,597

Total Assets

 

$

103,397

$

90,030

$

86,817

 

$

101,371

$

104,087

$

91,620

Liabilities and Stockholders’ Equity

Liabilities

Short-term borrowings

$

17,143

$

12,592

$

14,176

$

17,117

$

17,939

$

14,129

Short-term securitization borrowings

6,608

 

5,711

 

4,920

6,116

 

6,995

 

4,864

Accounts payable and accrued expenses

15,340

 

14,822

 

12,986

13,361

 

16,130

 

13,108

Deferred income taxes

506

 

495

 

561

550

 

520

 

519

Long-term borrowings

38,112

 

33,596

 

32,132

39,933

 

38,477

 

35,071

Retirement benefits and other liabilities

2,536

 

2,457

 

2,911

2,115

 

2,140

 

2,493

Total liabilities

80,245

 

69,673

 

67,686

79,192

 

82,201

 

70,184

Commitments and contingencies (Note 16)

Redeemable noncontrolling interest

101

92

95

100

97

100

Stockholders’ Equity

Common stock, $1 par value (issued shares at July 30, 2023 – 536,431,204)

5,272

 

5,165

 

5,139

Common stock, $1 par value (issued shares at January 28, 2024 – 536,431,204)

5,335

 

5,303

 

5,191

Common stock in treasury

(28,760)

 

(24,094)

 

(22,976)

(32,663)

 

(31,335)

 

(25,333)

Retained earnings

48,947

 

42,247

 

40,346

52,266

 

50,931

 

43,846

Accumulated other comprehensive income (loss)

(2,411)

 

(3,056)

 

(3,476)

(2,863)

 

(3,114)

 

(2,372)

Total Deere & Company stockholders’ equity

23,048

 

20,262

 

19,033

22,075

 

21,785

 

21,332

Noncontrolling interests

3

 

3

 

3

4

 

4

 

4

Total stockholders’ equity

23,051

 

20,265

 

19,036

22,079

 

21,789

 

21,336

Total Liabilities and Stockholders’ Equity

$

103,397

$

90,030

$

86,817

$

101,371

$

104,087

$

91,620

See Condensed Notes to Interim Consolidated Financial Statements.

4

DEERE & COMPANY

STATEMENTS OF CONSOLIDATED CASH FLOWS

For the Nine Months Ended July 30, 2023 and July 31, 2022

(In millions of dollars) Unaudited

    

2023

    

2022

 

Cash Flows from Operating Activities

              

              

Net income

 

$

7,787

$

4,886

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

Provision (credit) for credit losses

(64)

 

62

Provision for depreciation and amortization

1,527

 

1,443

Impairments and other adjustments

173

 

81

Share-based compensation expense

112

 

64

Gain on remeasurement of previously held equity investment

 

(326)

Credit for deferred income taxes

(429)

 

(6)

Changes in assets and liabilities:

Receivables related to sales

(5,059)

 

(2,357)

Inventories

(663)

 

(2,526)

Accounts payable and accrued expenses

47

 

(15)

Accrued income taxes payable/receivable

(595)

 

82

Retirement benefits

(116)

 

(1,014)

Other

176

 

44

Net cash provided by operating activities

2,896

 

418

Cash Flows from Investing Activities

Collections of receivables (excluding receivables related to sales)

17,592

 

15,774

Proceeds from sales of equipment on operating leases

1,445

 

1,501

Cost of receivables acquired (excluding receivables related to sales)

(20,714)

 

(18,578)

Acquisitions of businesses, net of cash acquired

(82)

 

(488)

Purchases of property and equipment

(887)

 

(596)

Cost of equipment on operating leases acquired

(1,968)

 

(1,717)

Collateral on derivatives - net

240

(193)

Other

(189)

 

(133)

Net cash used for investing activities

(4,563)

 

(4,430)

Cash Flows from Financing Activities

Increase in total short-term borrowings

5,040

 

4,267

Proceeds from long-term borrowings

9,972

 

6,281

Payments of long-term borrowings

(5,862)

 

(6,578)

Repurchases of common stock

(4,663)

 

(2,477)

Dividends paid

(1,065)

 

(971)

Other

(43)

 

(7)

Net cash provided by financing activities

3,379

 

515

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

125

 

(143)

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

1,837

(3,640)

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

4,941

 

8,125

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

$

6,778

$

4,485

Components of Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents

$

6,576

$

4,359

Restricted cash (Other assets)

202

126

Total Cash, Cash Equivalents, and Restricted Cash

$

6,778

$

4,485

DEERE & COMPANY

STATEMENTS OF CONSOLIDATED CASH FLOWS

For the Three Months Ended January 28, 2024 and January 29, 2023

(In millions of dollars) Unaudited

    

2024

    

2023

 

Cash Flows from Operating Activities

Net income

 

$

1,748

$

1,957

Adjustments to reconcile net income to net cash used for operating activities:

Provision (credit) for credit losses

31

 

(130)

Provision for depreciation and amortization

520

 

494

Share-based compensation expense

46

 

23

Provision (credit) for deferred income taxes

27

 

(56)

Changes in assets and liabilities:

Receivables related to sales

(277)

 

(1,015)

Inventories

(723)

 

(1,279)

Accounts payable and accrued expenses

(2,327)

 

(1,577)

Accrued income taxes payable/receivable

183

 

199

Retirement benefits

(129)

 

(48)

Other

(7)

 

186

Net cash used for operating activities

(908)

 

(1,246)

Cash Flows from Investing Activities

Collections of receivables (excluding receivables related to sales)

7,752

 

7,198

Proceeds from sales of equipment on operating leases

506

 

497

Cost of receivables acquired (excluding receivables related to sales)

(6,447)

 

(6,322)

Purchases of property and equipment

(362)

 

(315)

Cost of equipment on operating leases acquired

(454)

 

(497)

Collateral on derivatives – net

310

345

Other

(88)

 

(146)

Net cash provided by investing activities

1,217

 

760

Cash Flows from Financing Activities

Net proceeds (payments) in short-term borrowings (original maturities three months or less)

(2,951)

 

697

Proceeds from borrowings issued (original maturities greater than three months)

5,287

 

2,505

Payments of borrowings (original maturities greater than three months)

(3,237)

 

(1,925)

Repurchases of common stock

(1,328)

 

(1,257)

Dividends paid

(386)

 

(341)

Other

(30)

 

(18)

Net cash used for financing activities

(2,645)

 

(339)

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

16

 

62

Net Decrease in Cash, Cash Equivalents, and Restricted Cash

(2,320)

(763)

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

7,620

 

4,941

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

$

5,300

$

4,178

Components of Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents

$

5,137

$

3,976

Restricted cash (Other assets)

163

202

Total Cash, Cash Equivalents, and Restricted Cash

$

5,300

$

4,178

See Condensed Notes to Interim Consolidated Financial Statements.

5

DEERE & COMPANY

STATEMENTS OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended July 30, 2023 and July 31, 2022

(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 July 31, 2022

Balance May 1, 2022

    

$

18,907

$

5,117

$

(21,727)

$

38,805

$

(3,291)

$

3

$

99

Net income

 

1,884

1,884

1

Other comprehensive loss

 

(185)

(185)

(4)

Repurchases of common stock

 

(1,251)

(1,251)

Treasury shares reissued

 

2

2

Dividends declared

 

(343)

(343)

Share based awards and other

 

22

22

(1)

Balance July 31, 2022

$

19,036

$

5,139

$

(22,976)

$

40,346

$

(3,476)

$

3

$

95

Nine Months Ended July 31, 2022

 

 

Balance October 31, 2021

    

$

18,434

$

5,054

$

(20,533)

$

36,449

$

(2,539)

$

3

 

Acquisitions

$

105

Net income (loss)

 

4,887

4,885

2

(1)

Other comprehensive loss

 

(937)

(937)

(9)

Repurchases of common stock

 

(2,477)

(2,477)

Treasury shares reissued

 

34

34

Dividends declared

 

(990)

(988)

(2)

Share based awards and other

 

85

85

Balance July 31, 2022

$

19,036

$

5,139

$

(22,976)

$

40,346

$

(3,476)

$

3

$

95

Three Months Ended July 30, 2023

Balance April 30, 2023

$

22,399

$

5,227

$

(26,630)

$

46,336

$

(2,538)

$

4

$

102

Net income (loss)

2,978

2,978

(6)

Other comprehensive income

127

127

1

Repurchases of common stock

(2,139)

(2,139)

Treasury shares reissued

9

9

Dividends declared

(364)

(362)

(2)

Share based awards and other

41

45

(5)

1

4

Balance July 30, 2023

$

23,051

$

5,272

$

(28,760)

$

48,947

$

(2,411)

$

3

$

101

Nine Months Ended July 30, 2023

Balance October 30, 2022

$

20,265

$

5,165

$

(24,094)

$

42,247

$

(3,056)

$

3

$

92

Net income (loss)

7,799

7,797

2

(12)

Other comprehensive income

645

645

12

Repurchases of common stock

(4,696)

(4,696)

Treasury shares reissued

30

30

Dividends declared

(1,091)

(1,088)

(3)

Share based awards and other

99

107

(9)

1

9

Balance July 30, 2023

$

23,051

$

5,272

$

(28,760)

$

48,947

$

(2,411)

$

3

$

101

DEERE & COMPANY

STATEMENTS OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY

For the Three Months Ended January 28, 2024 and January 29, 2023

(In millions of dollars) Unaudited

Total Stockholders’ Equity

Deere & Company Stockholders

 

 

Accumulated

Total

Other

Redeemable

Stockholders’

Common

Treasury

Retained

Comprehensive

Noncontrolling

Noncontrolling

 

Equity

 

Stock

 

Stock

 

Earnings

 

Income (Loss)

 

Interests

 

 

Interest

 

Balance October 30, 2022

$

20,265

$

5,165

$

(24,094)

$

42,247

$

(3,056)

$

3

$

92

 

Net income (loss)

 

1,960

1,959

1

(3)

Other comprehensive income

 

684

684

8

Repurchases of common stock

 

(1,257)

(1,257)

Treasury shares reissued

 

18

18

Dividends declared

 

(356)

(356)

Share based awards and other

 

22

26

(4)

3

Balance January 29, 2023

$

21,336

$

5,191

$

(25,333)

$

43,846

$

(2,372)

$

4

$

100

Balance October 29, 2023

$

21,789

$

5,303

$

(31,335)

$

50,931

$

(3,114)

$

4

$

97

Net income (loss)

1,752

1,751

1

(4)

Other comprehensive income

251

251

1

Repurchases of common stock

(1,340)

(1,340)

Treasury shares reissued

12

12

Dividends declared

(411)

(411)

Share based awards and other

26

32

(5)

(1)

6

Balance January 28, 2024

$

22,079

$

5,335

$

(32,663)

$

52,266

$

(2,863)

$

4

$

100

See Condensed Notes to Interim Consolidated Financial Statements.

6

Condensed Notes to Interim Consolidated Financial Statements (Unaudited)

(1)  Organization and Consolidation

Deere & Company has been developing innovative solutions to help its customers become more profitable for more than 185 years. References to Deere“Deere & Company, John” “John Deere, Deere,” “we,” “us,” or the Company“our” include itsour consolidated subsidiaries and consolidated variable interest entities (VIEs). The Company is managedsubsidiaries. We manage our business through the following operating segments: production and precision agriculture (PPA), small agriculture and turf (SAT), construction and forestry (CF), and financial services (FS). References to “equipment operations” include production and precision agriculture, small agriculture and turf, and construction and forestry, while references to “agriculture and turf” include both productionPPA and precision agriculture and small agriculture and turf.SAT.

The Company usesWe use a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The thirdfirst quarter ends for fiscal year 2024 and 2023 were January 28, 2024 and 2022 were July 30,January 29, 2023, and July 31, 2022, respectively. Both third quartersperiods contained 13 weeks, while both year-to-date periods contained 39 weeks. Unless otherwise stated, references to particular years, quarters, or months refer to the Company’sour fiscal years generally ending in October and the associated periods in those fiscal years.

All amounts are presented in millions of dollars, unless otherwise specified.

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

Quarterly Financial Statements

The interim consolidated financial statements of Deere & Company have been prepared by the Company,us, 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 normal recurring adjustments have been included. Management believes the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. It is suggested these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in the Company’sour latest Annual Report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.

Use of Estimates in Financial Statements

The preparation of financial statements in conformity withCertain accounting principles generally accepted in the U.S. requirespolicies require management to make estimates and assumptions that affectin determining the reported amounts reflected in the financial statements and related disclosures. Actual results could differ from those estimates.

New Accounting Standards

The CompanyWe closely monitorsmonitor all Accounting Standard Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) and other authoritative guidance. ASUsWe adopted the following standards in 2023 did not have2024, none of which had a material impacteffect on the Company’sour consolidated financial statements. ASUs

Accounting Standards Adopted

2022-04 — Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

2022-02 — Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

2022-01 — Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method

2021-08 — Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

Accounting Standards to be adoptedAdopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and cash taxes paid both in the U.S. and foreign jurisdictions. The effective date of the ASU is fiscal year 2026. We are assessing the effect of this update on our related disclosures.

We will also adopt the following standards in future periods, none of which are being evaluated and at this point are not expected to have a material impacteffect on the Company’sour consolidated financial statementsstatements.

2023-07 — Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

2023-06 — Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative

2023-05 — Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement

2022-03 — Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

.

7

(3)Revenue Recognition

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

Three Months Ended July 30, 2023

Three Months Ended January 28, 2024

    

Production & Precision Ag

    

Small Ag & Turf

    

Construction
& Forestry

    

Financial
Services

    

Total

Production & Precision Ag

Small Ag & Turf

Construction & Forestry

Financial Services

Total

Primary geographic markets:

             

             

 

 

             

 

            

United States

$

3,394

$

2,098

$

2,346

$

860

$

8,698

$

2,721

$

1,345

$

2,095

$

970

$

7,131

Canada

397

179

288

 

165

 

1,029

386

118

210

 

172

 

886

Western Europe

833

802

421

 

35

 

2,091

503

517

361

 

40

 

1,421

Central Europe and CIS

302

85

98

 

6

 

491

179

73

94

 

8

 

354

Latin America

1,326

220

371

 

117

 

2,034

819

98

256

 

130

 

1,303

Asia, Africa, Oceania, and Middle East

720

422

271

45

1,458

435

341

258

56

1,090

Total

$

6,972

$

3,806

$

3,795

$

1,228

$

15,801

$

5,043

$

2,492

$

3,274

$

1,376

$

12,185

Major product lines:

             

             

             

            

Production agriculture

$

6,721

$

6,721

$

4,791

$

4,791

Small agriculture

$

2,688

 

 

2,688

$

1,718

 

 

1,718

Turf

964

 

 

964

649

 

 

649

Construction

$

1,745

 

 

1,745

$

1,483

 

 

1,483

Compact construction

614

614

626

626

Roadbuilding

987

 

 

987

763

 

 

763

Forestry

334

 

 

334

292

 

 

292

Financial products

89

28

15

$

1,228

 

1,360

60

26

18

$

1,376

 

1,480

Other

162

126

100

 

 

388

192

99

92

 

 

383

Total

$

6,972

$

3,806

$

3,795

$

1,228

$

15,801

$

5,043

$

2,492

$

3,274

$

1,376

$

12,185

Revenue recognized:

             

             

             

            

At a point in time

$

6,857

$

3,769

$

3,767

$

30

$

14,423

$

4,955

$

2,456

$

3,243

$

28

$

10,682

Over time

115

37

28

1,198

1,378

88

36

31

1,348

1,503

Total

$

6,972

$

3,806

$

3,795

$

1,228

$

15,801

$

5,043

$

2,492

$

3,274

$

1,376

$

12,185

    

Nine Months Ended July 30, 2023

Production & Precision Ag

    

Small Ag & Turf

    

Construction
& Forestry

    

Financial
Services

    

Total

Primary geographic markets:

United States

$

10,079

$

6,005

$

6,807

$

2,339

$

25,230

Canada

1,303

514

865

 

468

 

3,150

Western Europe

2,092

2,254

1,278

 

95

 

5,719

Central Europe and CIS

897

420

263

 

26

 

1,606

Latin America

4,106

577

1,098

 

318

 

6,099

Asia, Africa, Oceania, and Middle East

1,709

1,291

906

129

4,035

Total

$

20,186

$

11,061

$

11,217

$

3,375

$

45,839

Major product lines:

             

             

Production agriculture

$

19,565

$

19,565

Small agriculture

$

7,835

 

 

7,835

Turf

2,782

 

 

2,782

Construction

$

5,040

 

 

5,040

Compact construction

1,750

1,750

Roadbuilding

2,939

 

 

2,939

Forestry

1,119

 

1,119

Financial products

149

66

40

$

3,375

 

3,630

Other

472

378

329

 

 

1,179

Total

$

20,186

$

11,061

$

11,217

$

3,375

$

45,839

Revenue recognized:

             

             

At a point in time

$

19,965

$

10,970

$

11,142

$

80

$

42,157

Over time

221

91

75

3,295

3,682

Total

$

20,186

$

11,061

$

11,217

$

3,375

$

45,839

Three Months Ended January 29, 2023

Production & Precision Ag

Small Ag & Turf

Construction & Forestry

Financial Services

Total

Primary geographic markets:

 

 

 

 

             

 

             

United States

$

2,628

$

1,665

$

1,901

$

713

$

6,907

Canada

360

146

275

 

150

 

931

Western Europe

501

564

365

 

29

 

1,459

Central Europe and CIS

202

123

75

 

12

 

412

Latin America

1,237

156

339

 

95

 

1,827

Asia, Africa, Oceania, and Middle East

375

400

300

41

1,116

Total

$

5,303

$

3,054

$

3,255

$

1,040

$

12,652

Major product lines:

             

             

Production agriculture

$

5,112

$

5,112

Small agriculture

$

2,194

 

 

2,194

Turf

719

 

 

719

Construction

$

1,483

 

 

1,483

Compact construction

473

473

Roadbuilding

818

 

 

818

Forestry

356

 

 

356

Financial products

31

18

13

$

1,040

 

1,102

Other

160

123

112

 

 

395

Total

$

5,303

$

3,054

$

3,255

$

1,040

$

12,652

Revenue recognized:

             

             

At a point in time

$

5,248

$

3,029

$

3,230

$

23

$

11,530

Over time

55

25

25

1,017

1,122

Total

$

5,303

$

3,054

$

3,255

$

1,040

$

12,652

8

Three Months Ended July 31, 2022

    

Production & Precision Ag

    

Small Ag & Turf

    

Construction
& Forestry

    

Financial
Services

    

Total

Primary geographic markets:

             

             

United States

$

2,904

$

2,177

$

1,789

$

602

$

7,472

Canada

451

185

288

 

149

 

1,073

Western Europe

645

646

380

25

 

1,696

Central Europe and CIS

348

109

111

14

 

582

Latin America

1,327

155

459

77

 

2,018

Asia, Africa, Oceania, and Middle East

510

419

296

36

1,261

Total

$

6,185

$

3,691

$

3,323

$

903

$

14,102

Major product lines:

             

             

Production agriculture

$

6,019

$

6,019

Small agriculture

$

2,705

 

 

2,705

Turf

842

 

 

842

Construction

$

1,506

 

 

1,506

Compact construction

460

460

Roadbuilding

910

 

 

910

Forestry

316

 

 

316

Financial products

17

15

6

$

903

 

941

Other

149

129

125

 

 

403

Total

$

6,185

$

3,691

$

3,323

$

903

$

14,102

Revenue recognized:

             

             

At a point in time

$

6,154

$

3,672

$

3,303

$

27

$

13,156

Over time

31

19

20

876

946

Total

$

6,185

$

3,691

$

3,323

$

903

$

14,102

Nine Months Ended July 31, 2022

    

Production & Precision Ag

    

Small Ag & Turf

    

Construction
& Forestry

    

Financial
Services

    

Total

Primary geographic markets:

United States

$

6,946

$

5,718

$

5,157

$

1,744

$

19,565

Canada

899

468

975

450

 

2,792

Western Europe

1,648

1,836

1,202

76

 

4,762

Central Europe and CIS

954

386

452

36

 

1,828

Latin America

3,229

393

1,020

218

 

4,860

Asia, Africa, Oceania, and Middle East

1,118

1,170

833

113

3,234

Total

$

14,794

$

9,971

$

9,639

$

2,637

$

37,041

Major product lines:

             

             

Production agriculture

$

14,333

$

14,333

Small agriculture

$

7,305

 

7,305

Turf

2,286

 

2,286

Construction

$

4,198

 

4,198

Compact construction

1,208

1,208

Roadbuilding

2,619

 

2,619

Forestry

946

 

946

Financial products

39

35

17

$

2,637

 

2,728

Other

422

345

651

 

1,418

Total

$

14,794

$

9,971

$

9,639

$

2,637

$

37,041

Revenue recognized:

             

             

At a point in time

$

14,694

$

9,919

$

9,580

$

77

$

34,270

Over time

100

52

59

2,560

2,771

Total

$

14,794

$

9,971

$

9,639

$

2,637

$

37,041

9

The Company invoicesWe invoice in advance of recognizing the sale of certain products and the revenue for certain services. These relate to extended warranty premiums, advance payments for future equipment sales, and subscription and service revenue related to precision guidance, telematic services, and telematic services.other information enabled solutions. These advanced customer payments are presented as deferred revenue, a contract liability, in “Accounts payable and accrued expenses” in the consolidated balance sheets.expenses.” The deferred revenue received, but not recognized in revenue, including extended warranty premiums also shown in Note 16, was $1,753 million, $1,423 million,$1,747, $1,697, and $1,424 million$1,502 at July 30,January 28, 2024, October 29, 2023, October 30, 2022, and July 31, 2022,January 29, 2023, respectively. The contract liability is reduced as the revenue is recognized. During the three months ended July 30,January 28, 2024 and January 29, 2023, $230 and July 31, 2022, $96 million and $93 million, respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of the respective fiscal year. During the nine months ended July 30, 2023 and July 31, 2022, $440 million and $488 million,$215, respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at the beginning of the respective fiscal year.

The amount of unsatisfied performance obligations for contracts with an original duration greater than one year was $1,437 million$1,531 at July 30, 2023.January 28, 2024. The estimated revenue to be recognized by fiscal year follows in millions of dollars:follows: remainder of 20232024 - $139, 2024 - $403,– $373, 2025 - $337,– $409, 2026 - $228,– $304, 2027 - $136,– $179, 2028 - $86– $108, 2029 – $74, and later years - $108.– $84. As permitted, the Companywe elected only to disclose remaining performance obligations with an original contract duration greater than one year. The contracts with an expected duration of one year or less are for sales ofto dealers and retail customers for equipment, service parts, repair services, and certain telematics services.

(4)  Other Comprehensive Income Items

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

July 30

October 30

July 31

January 28 

October 29

January 29

2023

2022

2022

2024

2023

2023

Retirement benefits adjustment

$

(656)

$

(389)

$

(1,171)

$

(866)

$

(845)

$

(400)

Cumulative translation adjustment

(1,669)

(2,594)

(2,262)

(1,877)

(2,151)

(1,913)

Unrealized gain (loss) on derivatives

(5)

21

(1)

(23)

(8)

8

Unrealized gain (loss) on debt securities

(81)

(94)

(42)

Unrealized loss on debt securities

(97)

(110)

(67)

Total accumulated other comprehensive income (loss)

$

(2,411)

$

(3,056)

$

(3,476)

$

(2,863)

$

(3,114)

$

(2,372)

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

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Three Months Ended July 30, 2023

Amount

Credit

Amount

 

Cumulative translation adjustment

$

143

$

1

$

144

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

24

(5)

19

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(18)

4

(14)

Net unrealized gain (loss) on derivatives

6

(1)

5

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

(16)

3

(13)

Net unrealized gain (loss) on debt securities

(16)

3

(13)

Retirement benefits adjustment:

Net actuarial gain (loss)

(1)

(1)

Reclassification of amortized amounts:

Actuarial (gain) loss – Other operating expenses

(20)

5

(15)

Prior service (credit) cost – Other operating expenses

9

(2)

7

Net unrealized gain (loss) on retirement benefits adjustment

(12)

3

(9)

Total other comprehensive income (loss)

 

$

121

$

6

$

127

  

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Three Months Ended January 28, 2024

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

273

$

1

$

274

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(8)

2

(6)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(11)

2

(9)

Net unrealized gain (loss) on derivatives

(19)

4

(15)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

1

6

7

Reclassification of realized (gain) loss – Other income

8

(2)

6

Net unrealized gain (loss) on debt securities

9

4

13

Retirement benefits adjustment:

Net actuarial gain (loss)

(17)

4

(13)

Reclassification to Other operating expenses through amortization of:

Actuarial (gain) loss

(20)

5

(15)

Prior service (credit) cost

9

(2)

7

Net unrealized gain (loss) on retirement benefits adjustment

(28)

7

(21)

Total other comprehensive income (loss)

 

$

235

$

16

$

251

109

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Nine Months Ended July 30, 2023

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

914

$

11

$

925

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

19

(4)

15

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(52)

11

(41)

Net unrealized gain (loss) on derivatives

(33)

7

(26)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

17

(4)

13

Net unrealized gain (loss) on debt securities

17

(4)

13

Retirement benefits adjustment:

Net actuarial gain (loss)

(351)

83

(268)

Reclassification of amortized amounts:

Actuarial (gain) loss – Other operating expenses

(61)

15

(46)

Prior service (credit) cost – Other operating expenses

28

(7)

21

Settlements – Other operating expenses

36

(10)

26

Net unrealized gain (loss) on retirement benefits adjustment

(348)

81

(267)

Total other comprehensive income (loss)

 

$

550

$

95

$

645

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Three Months Ended July 31, 2022

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

(267)

$

(2)

$

(269)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

1

1

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(3)

1

(2)

Net unrealized gain (loss) on derivatives

(2)

1

(1)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

6

(1)

5

Reclassification of realized (gain) loss – Other income

1

1

Net unrealized gain (loss) on debt securities

7

(1)

6

Retirement benefits adjustment:

Net actuarial gain (loss)

34

(9)

25

Reclassification of amortized amounts:

Actuarial (gain) loss – Other operating expenses

27

(7)

20

Prior service (credit) cost – Other operating expenses

8

(2)

6

Settlements/curtailment – Other operating expenses

36

(8)

28

Net unrealized gain (loss) on retirement benefits adjustment

105

(26)

79

Total other comprehensive income (loss)

 

$

(157)

$

(28)

$

(185)

  

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Three Months Ended January 29, 2023

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

669

$

12

$

681

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(1)

(1)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(15)

3

(12)

Net unrealized gain (loss) on derivatives

(16)

3

(13)

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

34

(7)

27

Net unrealized gain (loss) on debt securities

34

(7)

27

Retirement benefits adjustment:

Net actuarial gain (loss)

(1)

(1)

Reclassification to Other operating expenses through amortization of:

Actuarial (gain) loss

(21)

5

(16)

Prior service (credit) cost

9

(3)

6

Net unrealized gain (loss) on retirement benefits adjustment

(13)

2

(11)

Total other comprehensive income (loss)

 

$

674

$

10

$

684

11

    

Before

    

Tax

    

After

 

Tax

(Expense)

Tax

 

Nine Months Ended July 31, 2022

Amount

Credit

Amount

 

Cumulative translation adjustment

 

$

(774)

$

(10)

$

(784)

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

52

(11)

41

Net unrealized gain (loss) on derivatives

52

(11)

41

Unrealized gain (loss) on debt securities:

Unrealized holding gain (loss)

(74)

16

(58)

Reclassification of realized (gain) loss – Other income

1

1

Net unrealized gain (loss) on debt securities

(73)

16

(57)

Retirement benefits adjustment:

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

(338)

81

(257)

Reclassification of amortized amounts:

Actuarial (gain) loss – Other operating expenses

94

(24)

70

Prior service (credit) cost – Other operating expenses

22

(6)

16

Settlements/curtailment – Other operating expenses

44

(10)

34

Net unrealized gain (loss) on retirement benefits adjustment

(178)

41

(137)

Total other comprehensive income (loss)

 

$

(973)

$

36

$

(937)

 

(5)  Earnings Per Share

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

Three Months Ended 

Nine Months Ended

 

Three Months Ended 

 

July 30

July 31

July 30

July 31

 

January 28 

January 29

2023

2022

2023

2022

 

2024

2023

Net income attributable to Deere & Company

    

$

2,978

    

$

1,884

    

$

7,797

    

$

4,885

    

$

1,751

    

$

1,959

Average shares outstanding

290.8

 

304.1

294.4

 

305.8

279.9

 

297.6

Basic per share

$

10.24

$

6.20

$

26.48

$

15.97

$

6.25

$

6.58

Average shares outstanding

290.8

 

304.1

294.4

 

305.8

279.9

 

297.6

Effect of dilutive share-based compensation

1.3

 

1.6

1.5

 

1.9

Effect of dilutive stock options and restricted stock awards

1.2

 

1.5

Total potential shares outstanding

292.1

 

305.7

295.9

 

307.7

281.1

 

299.1

Diluted per share

$

10.20

$

6.16

$

26.35

$

15.88

$

6.23

$

6.55

Shares excluded from EPS calculation, as antidilutive

.2

.2

.1

.2

.2

.1

1210

(6)  Pension and Other Postretirement Employee Benefits

The Company hasWe have several funded and unfunded defined benefit pension plans and other postretirement employee benefit (OPEB) plans. These plans primarily health care and life insurance plans, covering itscover U.S. employees and employees in certain foreign countries.employees. The components of net periodic pension and OPEB (benefit) cost consisted of the following in millions of dollars:following:

Three Months Ended

Nine Months Ended

 

Three Months Ended 

 

July 30

July 31

July 30

July 31

 

January 28 

January 29

 

2023

2022

2023

2022

 

2024

2023

 

Pension

Pensions

Service cost

    

$

62

    

$

86

    

$

186

    

$

265

    

$

58

    

$

60

Interest cost

133

 

85

400

 

242

136

 

133

Expected return on plan assets

(223)

 

(182)

(655)

 

(544)

(241)

 

(212)

Amortization of actuarial (gain) loss

(5)

 

31

(16)

 

107

Amortization of actuarial gain

(4)

 

(5)

Amortization of prior service cost

10

 

9

30

 

25

10

 

10

Settlements/curtailment

 

36

36

 

44

Net (benefit) cost

$

(23)

$

65

$

(19)

$

139

Net benefit

$

(41)

$

(14)

OPEB

Service cost

    

$

7

    

$

11

    

$

20

    

$

34

$

5

$

7

Interest cost

44

 

25

132

 

74

43

 

43

Expected return on plan assets

(29)

 

(28)

(87)

 

(83)

(27)

 

(29)

Amortization of actuarial gain

(15)

 

(4)

(45)

 

(13)

(16)

 

(16)

Amortization of prior service credit

(1)

 

(1)

(2)

 

(3)

(1)

 

(1)

Net cost

$

6

$

3

$

18

$

9

$

4

$

4

The reduction in the 2023 pension net cost is due to increases in the expected long-term return rates on plan assets and increases in discount rates. The components of net periodic pension and OPEB (benefit) cost excluding the service cost component are included in the line item “Other operating expenses” in the statements of consolidated income.expenses.”

During the second quarterfirst three months of 2024, we contributed and expect to contribute the following amounts to our pension and OPEB plans:

Pensions

OPEB

Contributed

    

$

24

    

$

106

  

Expected contributions remainder of the year

61

 

34

In December 2023, the Canada pension plan paidwe contributed $60 to a premium to an insurance company to irrevocably transfer the benefit obligations and administration for the majority of its retired participants. The transaction did not impact the benefits to be received by the retired participants. In connection with the transaction, the Company recognized a one-time, non-cash, pre-tax pension settlement charge of $36 millionU.S. non-union Voluntary Employees’ Beneficiary Association trust, which is included in the second quarterOPEB contributed amount. The contribution will be used to fund salary postretirement health care benefits during the remainder of 2023 related to the accelerated recognition of actuarial losses included within “Accumulated other comprehensive income (loss)” in the statements of changes in consolidated stockholders’ equity.

2024.

1311

(7)  Segment ReportingData

Worldwide net sales and revenues,Information relating to operations by operating profit, and identifiable assets by segment were as follows in millions of dollars:follows.

 

Three Months Ended 

Nine Months Ended 

 

 

July 30

July 31

%

July 30

July 31

%

 

  2023   

  2022   

Change

   2023   

   2022   

Change

 

Net sales and revenues:

 

 

  

    

  

    

  

  

    

  

    

Production & precision ag net sales

 

$

6,806

$

6,096

+12

 

$

19,826

$

14,568

+36

Small ag & turf net sales

3,739

3,635

+3

10,886

9,836

+11

Construction & forestry net sales

3,739

 

3,269

+14

11,053

 

9,161

+21

Financial services revenues

1,228

 

903

+36

3,375

 

2,637

+28

Other revenues

289

 

199

+45

699

 

839

-17

Total net sales and revenues

 

$

15,801

$

14,102

+12

 

$

45,839

$

37,041

+24

Operating profit:

Production & precision ag

 

$

1,782

$

1,293

+38

 

$

5,160

$

2,646

+95

Small ag & turf

732

552

+33

2,028

1,443

+41

Construction & forestry

716

 

514

+39

2,179

 

1,599

+36

Financial services

286

 

287

565

 

864

-35

Total operating profit

3,516

 

2,646

+33

9,932

 

6,552

+52

Reconciling items

98

 

(108)

29

 

(303)

Income taxes

(636)

 

(654)

-3

(2,164)

 

(1,364)

+59

Net income attributable to Deere & Company

 

$

2,978

$

1,884

+58

 

$

7,797

$

4,885

+60

Intersegment sales and revenues:

Production & precision ag net sales

 

$

9

$

5

+80

 

$

21

$

15

+40

Small ag & turf net sales

2

2

10

8

+25

Construction & forestry net sales

 

Financial services revenues

217

 

81

+168

612

 

214

+186

Three Months Ended 

 

 

January 28 

January 29

%

 

  

2024

    

2023

    

Change

 

Net sales and revenues:

 

 

  

    

  

    

Production & precision ag net sales

 

$

4,849

$

5,198

-7

Small ag & turf net sales

2,425

3,001

-19

Construction & forestry net sales

3,212

 

3,203

Financial services revenues

1,376

 

1,040

+32

Other revenues

323

 

210

+54

Total net sales and revenues

 

$

12,185

$

12,652

-4

Operating profit:

Production & precision ag

 

$

1,045

$

1,208

-13

Small ag & turf

326

447

-27

Construction & forestry

566

 

625

-9

Financial services

257

 

238

+8

Total operating profit

2,194

 

2,518

-13

Reconciling items

26

 

(22)

Income taxes

(469)

 

(537)

-13

Net income attributable to Deere & Company

 

$

1,751

$

1,959

-11

Intersegment sales and revenues:

Production & precision ag net sales

 

$

8

$

5

+60

Small ag & turf net sales

1

3

-67

Construction & forestry net sales

Financial services revenues

176

 

204

-14

Operating profit for productionPPA, SAT, and precision ag, small ag and turf, and construction and forestryCF is income from continuing operations before reconciling itemscorporate expenses, certain external interest expenses, certain foreign exchange gains and losses, and income taxes. Operating profit forof financial services includes the effect of interest expense and foreign exchange gains and losses. Reconciling items to net income are primarily corporate expenses, certain interest income and expenses, certain foreign exchange gains and losses, pension and OPEB benefit (cost) amounts excluding the service cost component, equity in income of unconsolidated affiliates, and net income attributable to noncontrolling interests.

 

Identifiable assets were as follows in millions of dollars:

    

    

 

Identifiable operating assets were as follows:

 

    

    

 

    

July 30

    

October 30

July 31

 

January 28 

    

October 29

    

January 29

 

2023

2022

2022

 

2024

2023

2023

Production & precision ag

 

$

9,523

$

8,414

$

8,728

 

$

9,059

$

8,734

$

9,393

Small ag & turf

4,482

4,451

4,361

4,426

4,348

4,893

Construction & forestry

7,415

 

6,754

 

6,824

7,371

 

7,139

 

7,232

Financial services

68,850

 

58,864

 

56,008

69,900

 

70,732

 

59,721

Corporate

13,127

 

11,547

 

10,896

10,615

 

13,134

 

10,381

Total assets

 

$

103,397

$

90,030

$

86,817

 

$

101,371

$

104,087

$

91,620

 

(8)  Financing Receivables

The Company monitorsWe monitor the credit quality of financing receivables based on delinquency status. Past due balances of financing receivables still accruing finance income represent the total balance held (principal plus accrued interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing financing receivables represent receivables for which the Company has ceased accruing finance income. The Company ceases accruing finance income when these receivables are generally 90 days delinquent. Generally, when receivables are 120 days delinquent the estimated uncollectible amount from the customer is written off to the allowance for credit losses. Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is generally resumed when the receivable becomes contractually current and collection is reasonably assured.status, defined as follows:

Past due balances represent any payments 30 days or more past the due date.
Non-performing financing receivables represent receivables for which we have stopped accruing finance income. This generally occurs when receivables are 90 days delinquent.
Write-offs generally occur when receivables are 120 days delinquent. In these situations, the estimated uncollectible amount is written off to the allowance for credit losses. Any expected recovery is presented as non-performing.

1412

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

July 30, 2023

January 28, 2024

2023

2022

2021

2020

2019

Prior

Years

Revolving Charge Accounts

Total

2024

2023

2022

2021

2020

Prior Years

Revolving Charge Accounts

Total

Retail customer receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

  

    

 

  

    

 

 

    

 

Agriculture and turf

Current

$

10,554

$

9,701

$

5,792

$

2,779

$

1,080

$

402

$

4,388

$

34,696

$

3,248

$

13,626

$

7,731

$

4,577

$

2,032

$

931

$

2,798

$

34,943

30-59 days past due

59

85

53

26

13

4

21

261

5

122

66

47

22

11

71

344

60-89 days past due

19

30

17

10

5

1

7

89

1

50

26

15

7

5

16

120

90+ days past due

1

1

1

1

3

4

9

Non-performing

19

80

71

36

24

27

8

265

49

95

66

34

42

11

297

Construction and forestry

Current

2,167

2,200

1,284

449

124

39

114

6,377

803

2,698

1,743

911

276

109

101

6,641

30-59 days past due

39

46

38

13

5

2

4

147

8

73

46

26

8

3

5

169

60-89 days past due

12

23

16

8

2

1

1

63

26

20

13

6

3

2

70

90+ days past due

2

1

1

4

2

1

1

4

Non-performing

20

83

61

26

11

5

1

207

1

67

86

48

20

9

2

233

Total

$

12,889

$

12,251

$

7,333

$

3,348

$

1,264

$

481

$

4,544

$

42,110

Total retail customer receivables

$

4,066

$

16,712

$

9,816

$

5,707

$

2,409

$

1,114

$

3,006

$

42,830

October 30, 2022

2022

2021

2020

2019

2018

Prior
Years

Revolving Charge Accounts

Total

Retail customer receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

13,500

$

7,984

$

4,091

$

1,875

$

785

$

200

$

4,111

$

32,546

30-59 days past due

46

63

36

17

7

3

19

191

60-89 days past due

14

25

13

6

2

1

5

66

90+ days past due

1

1

Non-performing

27

60

44

28

18

19

8

204

Construction and forestry

Current

2,964

1,974

842

292

73

12

108

6,265

30-59 days past due

53

52

23

9

2

1

3

143

60-89 days past due

19

16

7

3

1

1

47

90+ days past due

1

4

1

3

1

10

Non-performing

25

61

34

19

7

3

149

Total

$

16,650

$

10,239

$

5,091

$

2,252

$

895

$

240

$

4,255

$

39,622

July 31, 2022

October 29, 2023

2022

2021

2020

2019

2018

Prior
Years

Revolving Charge Accounts

Total

2023

2022

2021

2020

2019

Prior Years

Revolving Charge Accounts

Total

Retail customer receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

  

    

 

 

    

Agriculture and turf

Current

$

9,161

$

9,169

$

4,713

$

2,234

$

935

$

378

$

3,962

$

30,552

$

15,191

$

8,430

$

5,120

$

2,334

$

853

$

280

$

4,526

$

36,734

30-59 days past due

40

70

38

23

8

4

18

201

62

75

39

21

9

3

29

238

60-89 days past due

15

24

15

7

3

1

5

70

18

26

18

10

4

2

9

87

90+ days past due

2

1

3

3

9

Non-performing

17

62

48

37

19

27

7

217

30

78

62

33

22

22

8

255

Construction and forestry

Current

2,336

2,249

1,004

382

106

20

102

6,199

2,927

1,961

1,084

353

84

29

119

6,557

30-59 days past due

47

54

26

12

4

1

3

147

49

34

27

9

4

4

127

60-89 days past due

14

14

12

4

1

1

46

19

14

12

5

2

2

54

90+ days past due

11

3

1

3

18

6

1

1

8

Non-performing

13

63

49

25

9

4

1

164

42

80

55

23

9

4

1

214

Total

$

11,643

$

11,716

$

5,908

$

2,725

$

1,085

$

438

$

4,099

$

37,614

Total retail customer receivables

$

18,340

$

10,705

$

6,421

$

2,791

$

987

$

341

$

4,698

$

44,283

January 29, 2023

2023

2022

2021

2020

2019

Prior Years

Revolving Charge Accounts

Total

Retail customer receivables:

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

  

    

 

 

    

 

Agriculture and turf

Current

$

2,939

$

12,435

$

7,228

$

3,660

$

1,600

$

823

$

2,753

$

31,438

30-59 days past due

2

39

39

54

13

44

28

219

60-89 days past due

1

15

14

20

5

15

6

76

90+ days past due

1

3

1

5

Non-performing

40

58

41

27

34

8

208

Construction and forestry

Current

674

2,692

1,702

684

224

80

99

6,155

30-59 days past due

2

18

29

36

16

52

5

158

60-89 days past due

9

17

18

8

24

2

78

90+ days past due

1

2

1

2

1

7

Non-performing

46

58

30

16

7

1

158

Total retail customer receivables

$

3,618

$

15,296

$

9,147

$

4,547

$

1,912

$

1,080

$

2,902

$

38,502

1513

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

July 30, 2023

January 28, 2024

2023

2022

2021

2020

2019

Prior
Years

Revolving

Total

2024

2023

2022

2021

2020

Prior Years

Revolving

Total

Wholesale receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

 

 

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

449

$

139

$

28

$

7

$

1

$

1

$

4,940

$

5,565

$

266

$

463

$

68

$

6

$

3

$

1

$

5,757

$

6,564

30+ days past due

1

1

Non-performing

1

1

1

1

Construction and forestry

Current

20

6

23

1

1

752

803

6

14

4

19

1

863

907

30+ days past due

Non-performing

Total

$

469

$

145

$

51

$

8

$

2

$

2

$

5,692

$

6,369

Total wholesale receivables

$

272

$

478

$

72

$

25

$

3

$

3

$

6,620

$

7,473

October 30, 2022

2022

2021

2020

2019

2018

Prior
Years

Revolving

Total

Wholesale receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

387

$

64

$

27

$

4

$

2

$

2,371

$

2,855

30+ days past due

Non-performing

1

1

Construction and forestry

Current

7

29

2

1

1

377

417

30+ days past due

Non-performing

Total

$

394

$

93

$

29

$

6

$

3

$

2,748

$

3,273

July 31, 2022

October 29, 2023

2022

2021

2020

2019

2018

Prior
Years

Revolving

Total

2023

2022

2021

2020

2019

Prior Years

Revolving

Total

Wholesale receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

    

 

 

    

 

 

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

289

$

99

$

34

$

6

$

1

$

1

$

2,022

$

2,452

$

631

$

93

$

21

$

4

$

1

$

160

$

5,175

$

6,085

30+ days past due

Non-performing

1

1

1

1

Construction and forestry

Current

11

32

3

1

1

283

331

23

5

20

76

712

836

30+ days past due

1

1

Non-performing

Total

$

300

$

131

$

37

$

8

$

1

$

3

$

2,305

$

2,785

Total wholesale receivables

$

654

$

98

$

41

$

4

$

2

$

236

$

5,887

$

6,922

January 29, 2023

2023

2022

2021

2020

2019

Prior Years

Revolving

Total

Wholesale receivables:

 

 

    

 

 

    

 

 

    

 

  

    

 

  

    

 

  

    

 

  

    

 

 

    

Agriculture and turf

Current

$

115

$

285

$

48

$

21

$

4

$

1

$

2,654

$

3,128

30+ days past due

Non-performing

1

1

Construction and forestry

Current

7

7

24

2

1

459

500

30+ days past due

Non-performing

Total wholesale receivables

$

122

$

292

$

72

$

24

$

4

$

2

$

3,113

$

3,629

1614

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

 

Retail Notes

Revolving

& Financing

Charge

Wholesale

Leases

Accounts

Receivables

Total

Three Months Ended July 30, 2023

Allowance:

    

 

    

    

 

    

    

 

    

    

 

Beginning of period balance

 

$

157

 

$

19

$

4

$

180

Provision

14

11

25

Write-offs

(23)

(18)

(41)

Recoveries

5

6

11

Translation adjustments

1

1

End of period balance

 

$

154

 

$

18

$

4

$

176

Nine Months Ended July 30, 2023

Allowance:

    

Beginning of period balance

 

$

299

 

$

22

$

4

$

325

Provision

59

15

1

75

Provision transferred to held for sale

(142)

(142)

Provision (credit) subtotal

(83)

15

1

(67)

Write-offs

(60)

(36)

(96)

Recoveries

15

17

32

Translation adjustments

(17)

(1)

(18)

End of period balance

 

$

154

 

$

18

$

4

$

176

Financing receivables:

End of period balance

 

$

37,566

 

$

4,544

$

6,369

$

48,479

Retail Notes

Revolving

 

Three Months Ended January 28, 2024

& Financing

Charge

Wholesale

 

Retail Notes

Revolving

Leases

Accounts

Receivables

Total

& Financing

Charge

Wholesale

Three Months Ended July 31, 2022

Leases

Accounts

Receivables

Total

Allowance:

    

    

    

    

    

    

    

    

  

 

    

   

 

    

   

 

    

  

 

Beginning of period balance

$

168

 

$

17

$

5

$

190

 

$

172

 

$

21

$

4

$

197

Provision (credit)

 

14

3

(1)

 

16

35

(2)

33

Write-offs

 

(12)

(10)

 

(22)

(31)

(11)

(42)

Recoveries

 

8

7

 

15

1

8

9

Translation adjustments

 

3

 

3

(2)

(2)

End of period balance

$

181

$

17

$

4

$

202

 

$

177

 

$

16

$

2

$

195

Nine Months Ended July 31, 2022

Allowance:

    

 

    

    

 

    

    

 

        

    

Beginning of period balance

$

138

 

$

21

$

7

$

166

Provision (credit)

 

66

(4)

(3)

59

Write-offs

 

(47)

(22)

(69)

Recoveries

 

17

22

39

Translation adjustments

7

 

7

End of period balance

$

181

$

17

$

4

$

202

Financing receivables:

End of period balance

$

33,515

 

$

4,099

$

2,785

$

40,399

 

$

39,824

 

$

3,006

$

7,473

$

50,303

Three Months Ended January 29, 2023

 

Retail Notes

Revolving

 

& Financing

Charge

Wholesale

 

Leases

Accounts

Receivables

Total

Allowance:

   

    

   

    

   

    

   

    

Beginning of period balance

$

299

 

$

22

$

4

$

325

Provision (credit)

 

15

(4)

 

11

Provision transferred to held for sale

(142)

(142)

Provision (credit)

(127)

(4)

(131)

Write-offs

 

(18)

(7)

 

(25)

Recoveries

 

4

5

1

 

10

Translation adjustments

 

(18)

(1)

 

(19)

End of period balance

$

140

$

16

$

4

$

160

Financing receivables:

End of period balance

$

35,600

 

$

2,902

$

3,629

$

42,131

The allowance for credit losses remained generally flat in the first quarter of 2024. In the first quarter of 2023, the Companywe determined that the financial services business in Russia met the held for sale criteria. The financing receivables in Russia were reclassified to “Other assets” and theassets.” The associated allowance for credit losses was reversed inand a valuation allowance for the first quarter of 2023.assets held for sale was recorded. These operations were sold in the second quarter of 2023 (see Note 20).

Write-offs by year of origination were as follows:

Three Months Ended January 28, 2024

2024

2023

2022

2021

2020

Prior Years

Revolving Charge Accounts

Total

Retail customer receivables:

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

 

  

    

Agriculture and turf

$

2

$

4

$

3

$

4

$

1

$

9

$

23

Construction and forestry

6

7

2

1

1

2

19

Total retail customer receivables

$

8

$

11

$

5

$

5

$

2

$

11

$

42

Modifications

We occasionally grant contractual modifications to customers experiencing financial difficulties. Before offering a modification, we evaluate the ability of the customer to meet the modified payment terms. Modifications offered include payment deferrals, term extensions, or a combination thereof. Finance charges continue to accrue during the deferral or extension period. Our allowance for credit losses incorporates historical loss information, including the effects of loan modifications with customers. Therefore, additional adjustments to the allowance are generally not recorded upon modification of a loan.

1715

The allowance for credit losses decreased slightlyending amortized cost of modified loans with borrowers experiencing financial difficulty during the three months ended January 28, 2024 were $17, of which $16 were current and $1 were non-performing. These modifications represented 0.03 percent of our financing receivable portfolio at January 28, 2024.

Defaults and subsequent write-offs of loans modified in the third quarter of 2023 as strong fundamentals withinprior twelve months were not significant during the agriculture market continuedthree months ended January 28, 2024. In addition, at January 28, 2024, we had no commitments to benefit the portfolio. Excluding the portfolio in Russia, the allowance for the first nine months of 2023 increased slightly as higher portfolio balances and higher expected losses on turf and construction customer accounts offset the favorable benefits in the agricultural customer accounts. The Company continuesprovide additional financing to monitor the economy as part of the allowance setting process, including potential impacts of inflation and interest rates, among other factors, and qualitative adjustments to the allowance are incorporated as necessary.

these customers.

(9)  Securitization of Financing Receivables

Our funding strategy includes receivable securitizations, which allows us to receive cash for financing receivables immediately. While these securitization programs are administered in various forms, they are accomplished in the following basic steps:

1.We transfer financing receivables into a bankruptcy-remote special purpose entity (SPE).
2.The SPE issues debt to investors. The debt is secured by the financing receivables.
3.Investors are paid back based on cash receipts from the financing receivables.

As a part of its overall funding strategy,step 1, these receivables are legally isolated from the Company periodically transfers certainclaims of our general creditors. This ensures cash receipts from the 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).accessible to pay back securitization program investors. The structure of these transactions is such that the transfer of the retail notes does not meet the accounting criteria for salesa sale of receivables, and is, therefore,receivables. As a result, they are 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 holdThe receivables and borrowings remain on our balance sheet and are legally isolated. Use of the assets held by the SPEs or the non-VIEs is restricted by terms of the documents governing theseparately reported as “Financing receivables securitized – net” and “Short-term securitization transactions.borrowings,” respectively.

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

 

    

July 30

    

October 30

    

July 31

 

  

January 28 

    

October 29

    

January 29

 

2023

2022

2022

 

2024

2023

2023

 

Financing receivables securitized (retail notes)

 

$

7,019

$

5,952

$

5,156

 

$

6,418

$

7,357

$

5,102

Allowance for credit losses

(18)

 

(16)

 

(15)

(18)

 

(22)

 

(13)

Other assets (primarily restricted cash)

153

 

155

 

136

140

 

152

 

97

Total restricted securitized assets

 

$

7,154

$

6,091

$

5,277

 

$

6,540

$

7,487

$

5,186

Short-term securitization borrowings

$

6,608

$

5,711

$

4,920

$

6,116

$

6,995

$

4,864

Accrued interest on borrowings

15

6

 

4

10

13

 

6

Total liabilities related to restricted securitized assets

$

6,623

$

5,717

$

4,924

$

6,126

$

7,008

$

4,870

 

(10)  Inventories

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

    

July 30

    

October 30

    

July 31

 

2023

2022

2022

 

Raw materials and supplies

 

$

4,492

$

4,442

$

4,508

Work-in-process

1,307

 

1,190

 

1,621

Finished goods and parts

6,164

 

5,363

 

5,434

Total FIFO value

11,963

 

10,995

 

11,563

Less adjustment to LIFO value

2,613

 

2,500

 

2,442

Inventories

 

$

9,350

$

8,495

$

9,121

  

January 28 

    

October 29

    

January 29

 

2024

2023

2023

 

Raw materials and supplies

 

$

4,117

$

4,080

$

4,975

Work-in-process

1,223

 

1,010

 

1,478

Finished goods and parts

6,146

 

5,435

 

6,347

Total FIFO value

11,486

 

10,525

 

12,800

Excess of FIFO over LIFO

2,549

 

2,365

 

2,744

Inventories

 

$

8,937

$

8,160

$

10,056

1816

(11)  Goodwill and Other Intangible Assets – Net

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

    

Production &

    

Small Ag

    

Construction

    

 

Precision Ag

& Turf

& Forestry

Total

 

Goodwill at October 31, 2021

$

542

$

265

$

2,484

$

3,291

Acquisitions

 

132

69

597

798

Translation adjustments

 

(23)

(11)

(301)

(335)

Goodwill at July 31, 2022

$

651

$

323

$

2,780

$

3,754

Goodwill at October 30, 2022

$

646

$

318

$

2,723

$

3,687

Acquisitions

41

39

80

Translation adjustments

23

8

196

227

Goodwill at July 30, 2023

$

710

$

365

$

2,919

$

3,994

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

Production & Precision Ag

Small Ag

& Turf

Construction & Forestry

Total

 

Goodwill at October 30, 2022

$

646

$

318

$

2,723

$

3,687

Translation adjustments

 

15

7

182

 

204

Goodwill at January 29, 2023

$

661

$

325

$

2,905

$

3,891

Goodwill at October 29, 2023

$

702

$

363

$

2,835

$

3,900

Translation adjustments

4

2

60

66

Goodwill at January 28, 2024

$

706

$

365

$

2,895

$

3,966

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

 

    

July 30

    

October 30

    

July 31

 

  

January 28 

    

October 29

    

January 29

 

2023

2022

2022

 

2024

2023

2023

 

Amortized intangible assets:

Customer lists and relationships

$

524

$

493

$

507

 

$

509

$

501

$

522

Technology, patents, trademarks, and other

1,415

 

1,301

 

1,320

1,412

 

1,387

 

1,387

Total at cost

1,939

 

1,794

 

1,827

1,921

 

1,888

 

1,909

Less accumulated amortization:

 

 

Customer lists and relationships

201

166

162

207

195

184

Technology, patents, trademarks, and other

539

410

384

602

560

470

Total accumulated amortization

740

576

546

809

755

654

Other intangible assets – net

$

1,199

$

1,218

$

1,281

 

$

1,112

$

1,133

$

1,255

The amortization of other intangible assets in the thirdfirst quarter of 2024 and the first nine months of 2023 was $42 million and $126 million, and for the third quarter and the first nine months of 2022 was $42 million and $104 million,$39, respectively. The estimated amortization expense for the next five years is as follows in millions of dollars:follows: remainder of 2023 – $57, 2024 – $179,$131, 2025 – $147,$144, 2026 – $122,$121, 2027 – $120, and$119, 2028 – $88.$87, and 2029 – $74.

(12)Short-Term Borrowings

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

July 30

October 30

July 31

January 28 

    

October 29

    

January 29

    

2023

    

2022

    

2022

  

2024

2023

2023

Commercial paper

$

9,003

$

4,703

$

6,035

$

8,378

$

9,100

$

6,425

Notes payable to banks

352

402

427

310

483

303

Finance lease obligations due within one year

23

21

21

27

25

23

Long-term borrowings due within one year

 

7,765

 

7,466

 

7,693

 

8,402

 

8,331

 

7,378

Short-term borrowings

$

17,143

$

12,592

$

14,176

$

17,117

$

17,939

$

14,129

1917

(13)Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses were as follows in millionsconsisted of dollars:the following:

    

July 30

  

October 30

  

July 31

 

  

January 28 

  

October 29

  

January 29

 

  

2023

  

2022

2022

  

2024

  

2023

2023

Accounts payable:

Trade payables

  

$

3,308

  

$

3,894

$

3,577

  

$

3,184

  

$

3,467

$

3,616

Payables to unconsolidated affiliates

4

11

5

Dividends payable

 

365

 

343

 

347

 

413

 

388

 

358

Operating lease liabilities

308

302

251

293

281

305

Deposits withheld from dealers and merchants

158

163

154

153

163

153

Payables to unconsolidated affiliates

6

6

10

Other

 

173

 

214

 

162

 

183

 

153

 

156

Accrued expenses:

Employee benefits

 

1,107

 

2,152

 

1,015

Product warranties

 

1,589

 

1,610

 

1,444

Accrued taxes

1,364

1,558

1,336

Derivative liabilities

744

1,130

891

Dealer sales discounts

 

902

 

1,044

 

586

 

243

 

1,243

 

256

Product warranties

 

1,619

 

1,427

 

1,398

Employee benefits

 

1,808

 

1,528

 

1,280

Accrued taxes

1,595

1,255

1,171

Extended warranty premium

1,047

1,021

901

Unearned revenue (contractual liability)

 

700

 

676

 

601

Unearned operating lease revenue

428

399

378

456

451

406

Unearned revenue (contractual liability)

 

754

 

557

 

586

Extended warranty premium

999

866

839

Accrued interest

402

288

260

502

434

371

Derivative liabilities

948

1,231

667

Other

 

1,569

 

1,300

 

1,325

 

1,377

 

1,397

 

1,289

Total accounts payable and accrued expenses

 

$

15,340

 

$

14,822

$

12,986

Accounts payable and accrued expenses

 

$

13,361

 

$

16,130

$

13,108

Amounts are presented net of eliminations, which primarily consist of dealer sales incentives with a right of set-off against trade receivables of $2,240 million$2,410 at July 30, 2023, $1,280 millionJanuary 28, 2024, $2,228 at October 30, 2022,29, 2023, and $1,370 million$1,540 at July 31, 2022.January 29, 2023. Other eliminations were made for accrued taxes and other accrued expenses.

(14)Long-Term Borrowings

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

July 30

October 30

July 31

January 28 

    

October 29

    

January 29

  

2023

  

2022

  

2022

  

2024

2023

2023

Underwritten term debt

               

               

               

               

               

               

U.S. dollar notes and debentures:

2.75% notes due 2025

$

700

$

700

$

700

$

700

$

700

$

700

6.55% debentures due 2028

 

200

 

200

 

200

 

200

 

200

 

200

5.375% notes due 2029

 

500

 

500

 

500

 

500

 

500

 

500

3.10% notes due 2030

700

700

700

 

700

 

700

700

8.10% debentures due 2030

 

250

 

250

 

250

250

250

 

250

7.125% notes due 2031

 

300

 

300

 

300

 

300

 

300

 

300

3.90% notes due 2042

 

1,250

 

1,250

 

1,250

 

1,250

 

1,250

 

1,250

2.875% notes due 2049

500

500

500

500

500

500

3.75% notes due 2050

850

850

850

850

850

850

Euro notes:

.5% notes due 2023 (€500 principal)

510

1.375% notes due 2024 (€800 principal)

797

816

871

1.85% notes due 2028 (€600 principal)

659

598

612

651

634

653

2.20% notes due 2032 (€600 principal)

659

598

612

651

634

653

1.65% notes due 2039 (€650 principal)

713

648

663

705

687

708

Serial issuances

Medium-term notes: (principal as of: July 30, 2023 - $30,348, October 30, 2022 - $25,629, July 31, 2022 - $22,983)

 

29,355

24,604

22,593

Serial issuances:

Medium-term notes

 

31,001

29,638

25,618

Other notes and finance lease obligations

 

1,605

 

1,223

 

1,191

 

1,810

 

1,769

 

1,440

Less debt issuance costs and debt discounts

(129)

(122)

(115)

(135)

(135)

(122)

Long-term borrowings

 

$

38,112

$

33,596

$

32,132

 

$

39,933

$

38,477

$

35,071

Medium-term notes serially due through 20322033 are primarily offered by prospectus and issued at fixed and variable rates. TheseThe principal balances of the medium-term notes are presented in the table above with fair value adjustments related to interest rate swaps.were $31,808, $30,902, and $26,367 at January 28, 2024, October 29, 2023, and January 29, 2023, respectively. All outstanding notes and debentures are senior unsecured borrowings and rank equally with each other.

2018

(15)Leases - Lessor

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

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

Three Months Ended

Nine Months Ended

Three Months Ended

July 30

July 31

July 30

July 31

January 28 

January 29

2023

2022

2023

2022

2024

2023

Sales-type and direct finance lease revenues

$

41

$

39

$

120

$

113

$

47

$

41

Operating lease revenues

332

326

974

991

339

321

Variable lease revenues

6

11

20

4

6

Total lease revenues

$

373

$

371

$

1,105

$

1,124

$

390

$

368

(16)Commitments and Contingencies

A standard warranty is provided as assurance that the equipment will function as intended. The Company determines its totalstandard warranty liabilityperiod varies by applyingproduct and region. At the time a sale is recognized, we record an estimate of future warranty costs based on historical claims rate experience to theand estimated amount of equipment that has been sold and is stillpopulation under warranty based on dealer inventories and retail sales. The historical claims rate is determined by a review of five-year claims costs and current quality developments.warranty.

The premiums for extended warranties are recognized in other income in the statements of consolidated income in proportion to the costs expected to be incurred over the contract period. The unamortized extended warranty premiums (deferred revenue) included in the following table totaled $999 million and $839 million at July 30, 2023 and July 31, 2022, respectively.

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

 

Three Months Ended

Nine Months Ended

 

Three Months Ended 

July 30

July 31

July 30

July 31

 

January 28 

January 29

2023

2022

2023

2022

 

2024

2023

Beginning of period balance

    

$

2,511

    

$

2,095

    

$

2,293

    

$

2,086

    

$

1,610

    

$

1,427

Payments

(314)

 

(240)

(851)

 

(657)

Amortization of premiums received

(75)

 

(70)

(221)

 

(200)

Accruals for warranties

363

 

358

1,010

 

762

Premiums received

123

 

103

338

 

277

Warranty claims paid

(309)

 

(262)

New product warranty accruals

281

 

256

Foreign exchange

10

 

(10)

49

 

(32)

7

 

23

End of period balance

$

2,618

$

2,236

$

2,618

$

2,236

$

1,589

$

1,444

At July 30, 2023, the Company had $201 million ofThe costs for extended warranty programs are recognized as incurred.

In certain international markets, we provide guarantees issued to banks outside the U.S. and Canada related to third-party receivables for the retail financing of John Deere equipment. The CompanyAt January 28, 2024, the notional value of these guarantees was $166. We may recover a portion of any required payments incurred under these agreements from repossession ofrepossess the equipment collateralizing the receivables. At July 30, 2023,January 28, 2024, the accrued losses under these agreements were not material.

We also had other miscellaneous contingent liabilities and guarantees totaling approximately $115 at January 28, 2024. The accrued liability for these contingencies was not material at January 28, 2024.

At July 30, 2023, the CompanyJanuary 28, 2024, we had commitments of $649 million$597 for the construction and acquisition of property and equipment. Also, at July 30, 2023, the CompanyJanuary 28, 2024, we had restricted assets of $270 million,$214, classified as Other“Other assets.

The Company also had other miscellaneous contingent liabilities and guarantees totaling approximately $115 million at July 30, 2023. The accrued liability for these contingencies was not material at July 30, 2023.

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

The most prevalent legal claims relate to product liability (including asbestos-related liability), retail credit, employment, patent, trademark, and antitrust matters.

2119

(17)  Fair Value Measurements

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

July 30, 2023

October 30, 2022

July 31, 2022

 

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

 

Financing receivables – net

$

41,302

$

40,675

$

36,634

$

35,526

$

35,056

$

34,158

Financing receivables securitized – net

7,001

6,818

5,936

5,698

5,141

4,990

Short-term securitization borrowings

6,608

6,538

5,711

5,577

4,920

4,862

Long-term borrowings due within one year

7,765

7,568

7,466

7,322

7,693

7,608

Long-term borrowings

38,064

37,121

33,566

31,852

32,101

31,741

January 28, 2024

October 29, 2023

January 29, 2023

 

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

 

Financing receivables – net

$

43,708

$

43,236

$

43,673

$

42,777

$

36,882

$

35,894

Financing receivables securitized – net

6,400

6,225

7,335

7,056

5,089

4,869

Short-term securitization borrowings

6,116

6,104

6,995

6,921

4,864

4,785

Long-term borrowings due within one year

8,402

8,283

8,331

 

8,156

7,378

7,220

Long-term borrowings

39,878

39,321

38,428

 

36,873

35,035

34,149

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

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

Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotes for identical or similar borrowings and credit risk, or on the discounted values of their related cash flows at current market interest rates. Certain long-term borrowings have been swapped to current variable interest rates. The carrying values of these long-term borrowings included adjustments related to fair value hedges.

Assets and liabilities measured at fair value on a recurring basis in millions of dollars follow. The Company’sfollow, excluding our cash equivalents, which were carried at a cost that approximates fair value and consisted of money market funds and time deposits, are excluded as these assets were carried at cost that approximates fair value.deposits.

    

July 30

    

October 30

    

July 31

 

2023

2022

2022

 

Level 1:

Marketable securities

International equity securities

$

3

$

3

$

2

U.S. equity fund

101

70

75

U.S. fixed income fund

85

 

 

U.S. government debt securities

63

 

62

 

63

Total Level 1 marketable securities

252

135

140

Level 2:

Marketable securities

U.S. government debt securities

134

121

134

Municipal debt securities

69

 

63

 

70

Corporate debt securities

221

 

200

 

213

International debt securities

2

60

1

Mortgage-backed securities

163

 

155

 

161

Total Level 2 marketable securities

589

 

599

 

579

Other assets - Derivatives

 

324

373

280

Accounts payable and accrued expenses - Derivatives

 

948

1,231

667

Level 3:

Accounts payable and accrued expenses - Deferred consideration

202

236

252

    

January 28 

    

October 29

    

January 29

 

2024

2023

2023

 

Level 1:

Marketable securities

 

International equity securities

$

5

$

3

$

2

International mutual funds securities

57

101

U.S. equity fund

105

86

86

U.S. fixed income fund

34

 

32

 

118

U.S. government debt securities

274

 

78

 

64

Total Level 1 marketable securities

475

300

270

Level 2:

Marketable securities

Corporate debt securities

220

 

244

 

209

International debt securities

87

1

18

Mortgage-backed securities

161

 

185

 

157

Municipal debt securities

69

 

75

 

71

U.S. government debt securities

124

141

127

Total Level 2 marketable securities

661

 

646

 

582

Other assets – Derivatives

 

253

292

360

Accounts payable and accrued expenses – Derivatives

744

1,130

891

Level 3:

Accounts payable and accrued expenses – Deferred consideration

 

176

186

225

The mortgage-backed securities are primarily issued by U.S. government sponsored enterprises.

2220

The contractual maturities of debt securities at July 30, 2023 in millions of dollars are shown below. January 28, 2024 follow:

Amortized

Fair

Cost

Value

Due in one year or less

 

$

22

$

21

Due after one through five years

242

194

Due after five through 10 years

421

398

Due after 10 years

192

161

Mortgage-backed securities

189

161

Debt securities

 

$

1,066

 

$

935

Actual maturities may differ from contractual maturities because some securities may be called or prepaid. Unrealized losses were not recognized in income due to the abilityMortgage-backed securities contain prepayment provisions and intent to hold to maturity. 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

 

$

25

$

24

Due after one through five years

130

121

Due after five through 10 years

193

170

Due after 10 years

211

174

Mortgage-backed securities

194

163

Debt securities

 

$

753

 

$

652

Fair value, nonrecurring Level 3 measurements from impairments, excluding financing receivables with specific allowances which were not significant, were as follows in millions of dollars. Inventories and property and equipment – net fair values for October 30, 2022 represent the fair value assessment at July 31, 2022.

Fair Value

Losses

Three Months Ended 

Nine Months Ended 

July 30

October 30

July 31

July 30

July 31

July 30

July 31

  

2023

  

2022

  

2022

  

2023

  

2022

  

2023

  

2022

 

Inventories

$

19

$

13

$

4

$

12

Property and equipment – net

15

41

Other intangible assets – net

28

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

Marketable securitiesThe portfolio of investments is 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 valued using closingthe fund’s net asset value, based on the fair value of the underlying securities. International debt securities are valued using quoted prices for identical assets in the active market in which the investment trades.inactive markets.

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

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

Inventories – The impairment was based on net realizable value.

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

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

23

(18)  Derivative Instruments

The fair valueFair values of the Company’sour derivative instruments and the associated notional amounts were as follows in millions of dollars.follows. Assets are recorded in “Other assets” on the consolidated balance sheets,assets,” while liabilities are recorded in “Accounts payable and accrued expenses.”

July 30, 2023

October 30, 2022

July 31, 2022

 

Fair Value

Fair Value

Fair Value

 

Notional

Assets

Liabilities

Notional

Assets

Liabilities

Notional

Assets

Liabilities

 

Cash flow hedges:

  

 

    

  

  

  

 

    

  

  

  

 

    

  

  

 

Interest rate contracts

 

$

1,500

$

48

$

3

 

$

1,950

$

87

 

$

2,350

$

59

$

1

 

Fair value hedges:

Interest rate contracts

12,160

4

729

10,112

$

1,004

8,303

23

433

 

Not designated as hedging instruments:

Interest rate contracts

13,233

221

109

10,568

212

107

9,880

163

79

Foreign exchange contracts

8,630

51

82

8,185

 

66

 

118

7,457

 

30

 

149

Cross-currency interest rate contracts

155

25

260

 

8

 

2

276

 

5

 

5

The amounts recorded in the consolidated balance sheet related to borrowings designated in fair value hedging relationships were as follows in millions of dollars. Fair value hedging adjustments are included in the carrying amount of the hedged item.

Active Hedging Relationships

Discontinued Hedging Relationships

Carrying Amount

Cumulative Fair Value

Carrying Amount of

Cumulative Fair Value

of Hedged Item

Hedging Amount

Formerly Hedged Item

Hedging Amount

July 30, 2023

Short-term borrowings

$

2,324

$

25

Long-term borrowings

$

11,379

$

(728)

6,319

(265)

October 30, 2022

Short-term borrowings

$

2,515

$

15

Long-term borrowings

$

9,060

$

(1,006)

5,520

(19)

July 31, 2022

Short-term borrowings

$

2,605

$

5

Long-term borrowings

$

7,835

$

(430)

5,728

39

January 28, 2024

October 29, 2023

January 29, 2023

 

Fair Value

Fair Value

Fair Value

 

Notional

Assets

Liabilities

Notional

Assets

Liabilities

Notional

Assets

Liabilities

 

Cash flow hedges:

 

 

    

 

 

 

 

    

  

  

  

 

    

  

  

 

Interest rate contracts

 

$

2,200

$

27

$

4

 

$

1,500

$

45

 

$

1,950

$

69

 

Fair value hedges:

Interest rate contracts

12,633

58

592

12,691

$

970

10,802

21

$

678

 

Not designated as hedging instruments:

Interest rate contracts

14,200

129

82

13,853

169

98

11,147

188

97

Foreign exchange contracts

7,856

39

53

8,117

 

75

 

54

9,304

 

71

 

110

Cross-currency interest rate contracts

189

13

176

 

3

 

8

234

 

11

 

6

2421

The amounts recorded in the consolidated balance sheets related to borrowings designated in fair value hedging relationships were as follows. Fair value hedging adjustments are included in the carrying amount of the hedged item.

Active Hedging Relationships

Discontinued Hedging Relationships

Carrying Amount

Cumulative Fair Value

Carrying Amount of

Cumulative Fair Value

of Hedged Item

Hedging Amount

Formerly Hedged Item

Hedging Amount

January 28, 2024

 

 

 

  

  

Short-term borrowings

$

288

$

(9)

$

1,960

$

10

Long-term borrowings

11,745

(537)

7,711

(270)

October 29, 2023

Short-term borrowings

$

1,814

$

15

Long-term borrowings

$

11,660

$

(976)

7,144

(288)

January 29, 2023

Short-term borrowings

$

1,915

$

15

Long-term borrowings

$

10,088

$

(666)

5,506

(83)

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

following:

Three Months Ended

Nine Months Ended

 

July 30

July 31

July 30

July 31

 

2023

2022

2023

2022

 

Fair Value Hedges:

 

 

    

  

 

 

    

  

 

Interest rate contracts - Interest expense

 

$

(375)

$

149

 

$

(146)

$

(507)

 

Cash Flow Hedges:

Recognized in OCI

Interest rate contracts - OCI (pretax)

$

24

$

1

$

19

$

52

Reclassified from OCI

Interest rate contracts - Interest expense

18

 

3

52

 

 

Not Designated as Hedges:

Interest rate contracts - Net sales

$

6

$

44

Interest rate contracts - Interest expense *

 

48

$

(18)

 

$

45

41

Foreign exchange contracts - Net sales

3

(1)

2

(2)

Foreign exchange contracts - Cost of sales

(78)

 

(29)

(14)

(109)

Foreign exchange contracts - Other operating expenses *

(142)

 

(20)

(157)

 

153

Total not designated

 

$

(163)

$

(68)

 

$

(124)

$

127

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

Three Months Ended 

 

January 28 

January 29

 

2024

2023

 

Fair Value Hedges

    

 

    

    

 

Interest rate contracts - Interest expense

 

$

344

$

239

 

Cash Flow Hedges

Recognized in OCI:

Interest rate contracts - OCI (pretax)

 

$

(8)

$

(1)

 

Reclassified from OCI:

Interest rate contracts - Interest expense

 

11

 

15

 

Not Designated as Hedges

Interest rate contracts - Net sales

$

(7)

Interest rate contracts - Interest expense

 

$

(9)

(8)

Foreign exchange contracts - Net sales

5

1

Foreign exchange contracts - Cost of sales

 

(30)

 

5

Foreign exchange contracts - Other operating expenses

 

(181)

 

(142)

Total not designated

$

(215)

$

(151)

Certain of the Company’sour derivative agreements contain credit support provisions that may require the Companyus to post collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of all derivatives with credit-risk-related contingent features that were in a net liability position at July 30,January 28, 2024, October 29, 2023, October 30, 2022, and July 31, 2022,January 29, 2023 was $865 million, $1,113 million,$691, $1,076, and $518 million,$781, respectively. In accordance with the limits established in these agreements, the Companywe posted $435 million, $701 million,$368, $659, and $238 million$349 of cash collateral at July 30,January 28, 2024, October 29, 2023, and January 29, 2023, respectively. In addition, we paid $8 of collateral that was outstanding at January 28, 2024, October 30, 2022,29, 2023, and July 31, 2022, respectively.

Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assets and liabilities relatedJanuary 29, 2023 to netting arrangements and any collateral received or paidparticipate in millions of dollars follows:

Gross Amounts

Netting

 

July 30, 2023

    

Recognized

    

Arrangements

    

Collateral

    

Net Amount

 

Assets

 

$

324

 

$

(160)

 

$

(28)

 

$

136

Liabilities

948

(160)

(435)

353

Gross Amounts

Netting

 

October 30, 2022

    

Recognized

    

Arrangements

    

Collateral

    

Net Amount

 

Assets

$

373

 

$

(179)

$

(54)

 

$

140

Liabilities

1,231

(179)

(701)

351

    

Gross Amounts

    

Netting

    

    

 

July 31, 2022

Recognized

Arrangements

Collateral

Net Amount

 

Assets

$

280

$

(125)

$

(40)

$

115

Liabilities

 

667

 

(125)

(238)

 

304

(19)Stock Option and Restricted Stock Unit Awards

In December 2022, the Company granted stock optionsan international futures market to employees for the purchase of 161 thousand shares of common stock at an exercise price of $438.44 per share and a binomial lattice model fair value of $136.46 per share at the grant date. At July 30, 2023, options for 1.8 million shares were outstanding with a weighted-average exercise price of $187.53 per share. The Company also granted 125 thousand of service-based restricted stock units and 41 thousand of performance/service-based restricted stock units to employeeshedge currency exposure, not included in the first nine months of 2023. The weighted-average fair value of the service-based restricted stock units at the grant date was $428.49 per unit based on the market price of a share of underlying common stock. The fair value of the performance/service-based restricted stock units at the grant date was $424.93 per unit based on the market price of a share of underlying common stock excluding dividends. At July 30, 2023, the Company was authorized to grant awards for an additional 16.6 million shares under the equity incentive plans.

table below.

25

(20)  Disposition

On March 7, 2023, the Company sold its financial services business in Russia (registered in Russia as a leasing company) to Insight Investment Group. The total proceeds, net of restricted cash sold, were $36 million. The operations were included in the Company’s financial services operating segment through the date of sale. At the disposal date, the total assets were $31 million, consisting primarily of financing receivables, the total liabilities were $5 million, and the cumulative translation loss was $10 million. The Company did not incur additional gains or losses upon disposition. At January 29, 2023, the assets and liabilities were classified as “Other assets” and “Accounts payable and accrued expenses”, respectively, which included $100 million of restricted cash. In the first quarter of 2023, the Company reversed the allowance for credit losses and recorded a valuation allowance on the assets held for sale in “Selling, administrative and general expenses.”

(21)  Special Items

2023

Brazil Tax Ruling

In the third quarter of 2023, the Brazil Superior Court of Justice published a favorable tax ruling regarding taxability of local incentives, which allowed the Company to record a $243 million reduction in the provision for income taxes and $47 million of interest income.

Financial Services Financing Incentives Correction

In the second quarter of 2023, the Company corrected the accounting treatment for financing incentives offered to John Deere dealers, which impacted the timing of expense recognition and the presentation of incentive costs in the consolidated financial statements. The cumulative effect of this correction, $173 million pretax ($135 million after-tax), was recorded in the second quarter of 2023. Prior period results for Deere & Company were not restated, as the adjustment is considered immaterial to the Company’s financial statements.

2022

Impact of Events in Russia / Ukraine

In the second quarter of 2022, the Company suspended shipments of machines and service parts to Russia. The suspension of shipments to Russia reduced actual and forecasted revenue for the region, which made it probable future cash flows will not cover the carrying value of certain assets. The accounting consequences in 2022 were impairments of most long-lived assets, an increase in reserves of certain financial assets, and an accrual for various contractual uncertainties. In addition, the Company initiated a voluntary separation program for employees in Russia in the third quarter of 2022.

Gain on Previously Held Equity Investment

In the second quarter of 2022, the Company acquired full ownership of three former Deere-Hitachi joint venture factories and began new license and supply agreements with Hitachi Construction Machinery Co., Ltd. The fair value of the previous equity investment resulted in a non-cash gain of $326 million (pretax and after-tax).

UAW Collective Bargaining Agreement

In the first quarter of 2022, employees represented by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) approved a new collective bargaining agreement. The labor agreement included a lump sum ratification bonus payment of $8,500 per eligible employee, totaling $90 million, and an immediate wage increase of 10 percent plus further wage increases over the term of the contract. The lump sum payment was expensed in the first quarter of 2022.

2622

Derivatives are recorded without offsetting for netting arrangements or collateral. The following table summarizesimpact on the operating profit impact, in millions of dollars, of the special items recorded for the three monthsderivative assets and nine months ended July 30, 2023liabilities related to netting arrangements and July 31, 2022:any collateral received or paid follows:

Three Months

Nine Months

PPA

 

SAT

 

CF

 

FS

 

Total

PPA

SAT

 

CF

 

FS

 

Total

2023 Expense:

Financing incentive – SA&G expense

$

173

$

173

2022 Expense (benefit):

Gain on remeasurement of equity investment – Other income

$

(326)

(326)

Total Russia/Ukraine events expense (benefit)

$

(1)

$

1

$

7

$

7

$

45

$

1

48

33

127

UAW ratification bonus – Cost of sales

53

9

28

90

Total 2022 expense (benefit)

(1)

1

7

7

98

10

(250)

33

(109)

Period over period change

$

1

$

(1)

$

(7)

$

(7)

$

(98)

$

(10)

$

250

$

140

$

282

Gross Amounts

Netting

 

January 28, 2024

    

Recognized

    

Arrangements

    

Collateral

    

Net Amount

 

Assets

 

$

253

 

$

(112)

 

$

(19)

 

$

122

Liabilities

744

(112)

(368)

264

Gross Amounts

Netting

October 29, 2023

    

Recognized

    

Arrangements

    

Collateral

    

Net Amount

 

Assets

$

292

 

$

(152)

 

 

$

140

Liabilities

1,130

 

(152)

$

(659)

319

Gross Amounts

Netting

January 29, 2023

Recognized

    

Arrangements

    

Collateral

    

Net Amount

 

Assets

$

360

 

$

(162)

 

$

(47)

$

151

Liabilities

 

891

(162)

(349)

 

380

(22)(19)Share-Based Awards

At January 28, 2024, we were authorized to grant an additional 15.0 million shares related to stock options and restricted stock units. In December 2023, we granted stock options to employees for the purchase of 216 thousand shares of common stock at an exercise price of $377.01 per share and a binomial lattice model fair value of $98.04 per share at the grant date. At January 28, 2024, options for 1.9 million shares were outstanding with a weighted-average exercise price of $214.88 per share.

During the three months ended January 28, 2024, the restricted stock units (RSUs) granted in thousands of shares and the weighted-average grant date fair values, using the closing price of our common stock on the grant date, in dollars follow:

Grant Date

Shares

Fair Value

Service-based

  

360

  

$

377.04

  

Performance/service-based

52

360.53

Market/service-based

52

370.87

In December 2023, we granted market/service-based RSUs. The vesting period for the market/service-based RSUs is three years and dividend equivalents are not earned during the vesting period. The market/service-based RSUs are subject to a market related metric based on total shareholder return, compared to a benchmark group of companies, and award common stock in a range of zero to 200 percent for each unit granted based on the level of the metric achieved. The fair value of the market/service based RSUs was determined using a Monte Carlo model.

(20)  Special Item

In January 2023, we reached an agreement to sell our financial services business in Russia (registered in Russia as a leasing company). We reversed the allowance for credit losses and recorded a valuation allowance on the assets held for sale in “Selling, administrative and general expenses.” In March 2023, we sold our financial services business in Russia to Insight Investment Group. The total proceeds, net of restricted cash sold, were $36. The operations were included in the financial services operating segment through the date of sale. At the disposal date, the total assets were $31, consisting primarily of financing receivables, the total liabilities were $5, and the cumulative translation loss was $10. We did not incur additional gains or losses upon disposition.

(21)  Subsequent EventEvents

In February 2024, we entered into a retail note securitization transaction, resulting in $529 of secured borrowings.

On August 30, 2023, the Company’s Board of Directors declaredFebruary 28, 2024, a quarterly dividend of $1.35$1.47 per share was declared at the Board of Directors meeting, payable on NovemberMay 8, 2023,2024, to stockholders of record on SeptemberMarch 29, 2023.2024.

2723

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

RESULTS OF OPERATIONS

OverviewAll amounts are presented in millions of dollars unless otherwise specified.

OrganizationOVERVIEW

TheOrganization

Deere & Company generates net sales fromis a global leader in the saleproduction of agricultural, turf, construction, and forestry equipment toand solutions. John Deere dealersFinancial provides financing for John Deere equipment, parts, services, and distributors. The Company manufactures and distributes a full line of agricultural equipment; a variety of commercial and consumer equipment; and a broad range of equipment for construction, roadbuilding, and forestry. Theseother input costs customers need to run their operations. Our operations (collectively known as the “equipment operations”) are managed through the production and precision agriculture (PPA), small agriculture and turf and(SAT), construction and forestry (CF), and financial services operating segments. The Company’s financial services segment provides credit services, which finance salesReferences to “equipment operations” include PPA, SAT, and leases of equipment by John Deere dealers. In addition, the financial services segment provides wholesale financingCF, while references to dealers of the foregoing equipment, finances retail revolving charge accounts,“agriculture and offers extended equipment warranties.turf” include both PPA and SAT.

Smart Industrial Operating Model and Leap Ambitions

The Company’sWe announced the Smart Industrial Operating Model in 2020. This operating model is focusedbased on making significant investments, strengthening the Company’s capabilities in digitalization, automation, autonomy, and alternative propulsion technologies. These technologies are intended to increase worksite efficiency, improve yields, lower input costs, and ease labor constraints. The Company’sthree focus areas:

(a)

Production systems: A strategic alignment of products and solutions around our customers’ operations.

(b)

Technology stack: Investments in technology, as well as research and development, that deliver intelligent solutions to our customers through digital capabilities, automation, autonomy, and alternative power technologies.

(c)

Lifecycle solutions: The integration of our aftermarket and support capabilities to more effectively manage customer equipment, service, and technology needs across the full lifetime of a John Deere product.

Our Leap Ambitions were launched in 2022. These ambitions are goals designed to boost economic value and sustainability for the Company’sour customers. The Company anticipates opportunitiesambitions align across our customers’ production systems seeking to optimize their operations to deliver better outcomes with fewer resources.

In January 2024, we released our 2023 Business Impact Report, available at JohnDeere.com/sustainability. This report identifies important progress on our Leap Ambitions in fiscal year 2023. The information in our 2023 Business Impact Report is not incorporated by reference into, and does not form a part of, this area, as the Company and its customers have a vested interest in sustainable practices.Quarterly Report on Form 10-Q.

Trends and Economic Conditions

Industry TrendsSales Outlook for Fiscal Year 2023 – Industry sales of large agricultural machinery in the U.S.2024

Agriculture and Canada for 2023 are forecasted to increase approximately 10 percent compared to 2022. Industry sales of small agricultural and turf equipment in the U.S. and Canada are expected to be down 5 to 10 percent in 2023. Industry sales of agricultural machinery in Europe are forecasted to be flat to up 5 percent, while South American industry sales of tractors and combines are expected to be flat to down 5 percent in 2023. Asia industry sales of agricultural machinery are forecasted to be down moderately in 2023 as volumes in India remain subdued. On an industry basis, U.S. and Canada construction, U.S. and Canada compact construction, and global roadbuilding equipment sales are expected to be flat to up 5 percent in 2023. Global forestry industry sales are expected to be flat to down 5 percent.Turf

GraphicGraphic

Construction and Forestry

GraphicGraphic

Company TrendsCustomers’ demand for integration of technology into equipment is a market trend underlying the Company’s Smart Industrial operating model and Leap Ambitions. Customers have soughtseek to improve profitability, productivity, and sustainability through technology. The Company’s approachIntegration of technology into equipment is a persistent market trend. Our Smart Industrial Operating Model and Leap Ambitions are intended to technology involves hardware and software; guidance, connectivity and digital solutions; automation and machine intelligence; machine autonomy; and alternative propulsion technologies. This technology iscapitalize on this market trend. These technologies are incorporated into products within each of the Company’sour operating segments.

Customers continue to adopt technology integrated in the John Deere portfolio of “smart” machines, systems, and solutions. The Company expects We expect this trend to persist for the foreseeable future.

Demand The investments in these technologies and in establishing a Solutions as a Service business model might increase our operating costs and may decrease operating margins during the transition period. In the first quarter of 2024, we announced an agreement with SpaceX to expand machine connectivity for the Company’s equipment remains strong, as order books are full throughout 2023. Agricultural fundamentals are expected to remain solid through 2023 with farm net income in the U.S. and Canada expected to be near historical highs. Crop prices remain favorable to our customers in part due to weather conditions putting downward pressure on yields. The Company expects sales volume of large agricultural equipment to be greater in 2023 than 2022 in North America. Sales volume for small agriculture and turf equipment is expected to be lower compared to 2022 due to less demand for consumer-oriented products, partially offset by stronger demand for mid-sized equipment. Construction equipment markets are forecasted to be steady. Strong U.S. infrastructure spending, industrial construction, rental inventory restocking, and housing stabilization are expected to more than offset moderation in office and commercial real estate construction. Roadbuilding demand remains strongest in the U.S. and emerging markets in South America and India, largely offsetting flat fundamentals in Europe. Net income for the Company’s financial services operations is expected to be lower than fiscal year 2022 due to less-favorable financing spreads, a correction of the accounting treatment for financing incentives offered to John Deere dealers recorded in the second quarter of 2023, a higher provision for credit losses, higher selling, administrative andrural areas through satellite communication.

28

general expenses, and lower gains on operating lease dispositions. These factors are expected to be partially offset by income earned on a higher average portfolio.

Additional Trends – The Company has experienced supply chain improvements over 2022 beginning in the second quarter of 2023. The reduction in supply chain disruptions contributed to higher levels of production compared to 2022. As a result, the production schedules in 2023 are more aligned with the customers’ seasonal use of the Company’s products, marking a return to historical seasonal production patterns. Additionally, supply chain improvements have contributed to meaningful reductions in production costs including premium freight and material costs. Supply chain disruptions impacted many aspects of the business in 2022, including receiving past due deliveries from suppliers, parts availability, increased production costs, and higher inventory levels.

Central bank policy interest rates increased in the first nine months of 2023. Most retail receivables are fixed rate, while wholesale financing receivables are variable rate. The Company has both fixed and variable rate borrowings. The Company manages the risk of interest rate fluctuations by balancing the types and amounts of its funding sources to its financing receivable and equipment on operating lease portfolios. Accordingly, the Company enters into interest rate swap agreements to manage its interest rate exposure. Historically, rising interest rates impact the Company’s borrowings sooner than the benefit is realized from the financing receivable and equipment on operating lease portfolios. As a result, the Company’s financial services operations experienced $133 million (after-tax) of less favorable financing spreads in the first nine months of 2023 compared to 2022. The Company expects spread compression to persist for the remainder of 2023.

Remaining supply chain disruptions and rising interest rates are driven by factors outside of the Company’s control, and as a result, the Company cannot reasonably foresee when these conditions will subside.

Other Items of Concern and Uncertainties – Other items of concern include global and regional political conditions, economic and trade policies, imposition of new or retaliatory tariffs against certain countries or covering certain products, capital market disruptions, changes in demand and pricing for new and used equipment, significant fluctuations in foreign currency exchange rates, and volatility in the prices of many commodities. These items could impact the Company’s results. The Company is making investments in technology and in strengthening its capabilities in digitalization, automation, autonomy, and alternative propulsion technologies. As with most technology investments, marketplace adoption, monetization, and regulation of these features holds an elevated level of uncertainty.

2924

Company Outlook for 2024

Production volumes are expected to decline in 2024 as demand moderates to more normal levels.

Agriculture and Turf Outlook for 2024

We expect large and small agricultural equipment sales to be down from 2023 levels in North America, Europe, and South America.
Sales of compact utility tractors continue to be lower as the industry works to bring down inventory levels, while demand for turf products has stabilized.
We continue to produce at levels in line with retail demand in North America. To manage inventory in Europe and Brazil, we are producing at levels below retail demand.
Agricultural fundamentals are expected to moderate in 2024 due to lower commodity prices and elevated interest rates, offset by resilient farm balance sheets and lower input costs.
The U.S. equipment fleet age is above 20-year averages for both tractors and combines.
The dairy and livestock sector continues to benefit from elevated cattle and hay prices.
Commodity markets remain disrupted in Central and Eastern Europe due to the Russia/Ukraine war. Western Europe equipment demand is moderately impacted by uncertainty related to current cash crop receipts, agriculture policy changes, and high interest rates.
Demand in Brazil is expected to moderate due to adverse weather conditions and high interest rates.
Industry sales in Asia are forecasted to be down moderately.

Construction and Forestry Outlook for 2024

Construction equipment industry sales are forecasted to be down from 2023 levels.
Benefits from increasing U.S. infrastructure spending, elevated manufacturing investment levels, and improving single family housing starts are expected to partially offset moderation in office and retail construction.
Roadbuilding demand remains strong in the U.S., largely offset by softening demand in Europe.

Financial Services Outlook for 2024

Net Income

Up moderately

+ Nonrecurring prior period special items

Favorable

+ Higher average portfolio

Favorable

(-) Financing spreads

Unfavorable

(-) Provision for credit losses

Unfavorable

Additional Trends

Agricultural Market Business Cycle. The agricultural market is affected by various factors including commodity prices, acreage planted, crop yields, and government policies. These factors affect farmers’ income and may result in lower demand for equipment. We may experience any of the following effects during unfavorable market conditions: lower net sales, higher sales discounts, higher receivable write-offs, or losses on equipment on operating leases. A potential benefit is that customers may invest in integrated technology solutions and precision agriculture to lower input costs and improve margins.

Interest Rates. Central bank policy interest rates increased in 2023 and have remained elevated. Increased rates impacted us in several ways, primarily affecting the financing spreads for the financial services operations and demand for our products.

The market for our products is negatively impacted by higher interest rates. We expect higher borrowing costs for our customers to primarily affect discretionary and residential product sales in 2024.

Most retail customer receivables are fixed rate. Wholesale financing receivables generally are variable rate. Both types of receivables are financed with fixed and floating rate borrowings. We manage our exposure to interest rate fluctuations by matching our receivables with our funding sources. We also enter into interest rate swap agreements to match our interest rate exposure.

Rising interest rates have historically impacted our borrowings sooner than the benefit is realized from receivable and lease portfolios. As a result, our financial services operations experienced $27 (after-tax) less favorable financing spreads in 2024 compared to 2023. We expect to continue experiencing spread compression in 2024, but at a moderating pace relative to spread compression experienced in 2023.

Higher interest rates are driven by factors outside of our control, and as a result we cannot reasonably foresee when this condition will subside.

25

Other Items of Concern and Uncertainties – Other items that could impact our results are:

global and regional political conditions, including the ongoing war between Russia and Ukraine and the war between Israel and Hamas,
economic, tax, and trade policies,
new or retaliatory tariffs,
capital market disruptions,
foreign currency and capital control policies,
regulations and legislation regarding right to repair,
weather conditions,
marketplace adoption and monetization of technologies we have invested in,
our ability to strengthen our digital capabilities, automation, autonomy, and alternative power technologies,
changes in demand and pricing for new and used equipment,
significant fluctuations in foreign currency exchange rates,
volatility in the prices of many commodities, and
slower economic growth or recession.

consolidated results – 2024 Compared with 20222023

Three Months Ended

Nine Months Ended

Three Months Ended

Deere & Company

July 30

July 31

%

July 30

July 31

%

January 28 

January 29

(In millions of dollars, except per share amounts)

2023

2022

Change

2023

2022

Change

2024

2023

Net sales and revenues

$

15,801

$

14,102

+12

$

45,839

$

37,041

+24

$

12,185

$

12,652

Net income attributable to Deere & Company

2,978

1,884

+58

7,797

4,885

+60

1,751

1,959

Diluted earnings per share

10.20

6.16

26.35

15.88

6.23

6.55

Net sales and revenues increaseddecreased for both the quarter and year-to-date periods primarily due to price realization. Seelower sales volumes. Net income and diluted EPS decreased driven by lower sales. The discussion of net sales and operating profit is included in the Business Segment Results for additional details. Net income in each of the periods presented were impacted by special items. See Note 21 for additional details on special items.below.

An explanation of the cost of sales to net sales ratio and other significant statement of consolidated income changes follows:follow:

Three Months Ended

January 28 

January 29

Deere & Company

2024

2023

% Change

Cost of sales to net sales

68.7%

69.6%

(+) Price realization

Favorable

Other income

$

339

$

256

+32

Higher due to investment income earned on international mutual funds securities.

Research and development expenses

533

495

+8

Higher due to continued focus on developing and incorporating technology solutions.

Selling, administrative and general expenses

1,066

952

+12

Increased mostly due to higher employee pay driven by inflationary conditions and profit-sharing incentives.

Interest expense

802

479

+67

Increased primarily due to higher average borrowing rates and higher average borrowings.

Other operating expenses

369

299

+23

Increased due to higher foreign exchange losses.

Provision for income taxes

469

537

-13

Decreased as a result of lower pretax income.

Three Months Ended

Nine Months Ended

Deere & Company

July 30

July 31

%

July 30

July 31

%

(In millions of dollars)

2023

2022

Change

2023

2022

Change

Cost of sales to net sales

67.4%

73.2%

67.7%

74.9%

Other income

$

264

$

256

+3

$

748

$

1,035

-28

Research and development expenses

528

481

+10

1,571

1,336

+18

Selling, administrative and general expenses

1,110

959

+16

3,392

2,672

+27

Other operating expenses

310

316

-2

971

954

+2

Provision for income taxes

636

654

-3

2,164

1,364

+59

The cost of sales ratio improved in the third quarter and the first nine months of fiscal 2023 due to price realization, partially offset by higher production costs. Other income decreased year-to-date due to a non-cash gain on the remeasurement of the previously held equity investment in the Deere-Hitachi joint venture recorded in 2022. Research and development expenses were higher due to continued focus on developing and incorporating technology solutions. Selling, administrative and general expenses increased mostly due to higher employee pay driven by inflationary conditions and profit-sharing incentives. Additionally, the nine-month period was impacted by a cumulative correction of the accounting treatment for financing incentives offered to John Deere dealers and higher commissions paid to dealers. The provision for income taxes was lower in the third quarter of 2023 due to a favorable income tax ruling in Brazil, partially offset by the effect of higher pretax income. The provision for income taxes was higher in the first nine months as a result of higher pretax income and the prior period’s exclusion of the Deere-Hitachi joint-venture remeasurement gain from tax-effected income, which were partially offset by the favorable income tax ruling in Brazil.

Business Segment Results

For the equipment operations, higher production costs were mostly due to elevated cost of purchased components, energy, salaries, and wages.

3026

Business Segment Results – 2024 compared with 2023

Three Months Ended

Nine Months Ended

Production and Precision Agriculture

July 30

July 31

%

July 30

July 31

%

(In millions of dollars)

2023

2022

Change

2023

2022

Change

Net sales

$

6,806

$

6,096

+12

$

19,826

$

14,568

+36

Operating profit

1,782

1,293

+38

5,160

2,646

+95

Operating margin

26.2%

21.2%

26.0%

18.2%

Price realization

+12

+17

Currency translation impact on Net sales

+1

-1

Three Months Ended

January 28 

January 29

Production and Precision Agriculture

 

2024

    

2023

    

% Change

Net sales

$

4,849

$

5,198

-7

Operating profit

1,045

1,208

-13

Operating margin

21.6%

23.2%

Price realization

+4

Currency translation impact on Net sales

+1

Production and precision agriculture sales increaseddecreased for the quarter as a result of price realization in most end markets. Operating profit rose due to price realization and improved shipment volumes / sales mix. These items were partially offset by higher production costs, increased selling, administrative and general expenses and research and development expenses, and the unfavorable effects of foreign currency exchange.

Graphic

Sales for the first nine months increased as a result of higher shipment volumes (primarily in the U.S., Canada, Europe, and Brazil) and price realization. Operating profit for the first nine months increased primarily from price realization and higher sales volume. Partially offsetting these factors were higher production costs, higher selling, administrative, and general expenses and research and development expenses, and the unfavorable effects of foreign currency exchange mostly due to a stronger U.S. dollar.

Graphic

31

Three Months Ended

Nine Months Ended

Small Agriculture and Turf

July 30

July 31

%

July 30

July 31

%

(In millions of dollars)

2023

2022

Change

2023

2022

Change

Net sales

$

3,739

$

3,635

+3

$

10,886

$

9,836

+11

Operating profit

732

552

+33

2,028

1,443

+41

Operating margin

19.6%

15.2%

18.6%

14.7%

Price realization

+9

+11

Currency translation impact on Net sales

-2

Small agriculture and turf sales increased for the quarter due to price realization in most end markets, partially offset by lower shipment volumes (primarily in Brazil, the U.S.). Operating profit improved due to price realization,, Canada, and Europe), driven by moderating agriculture fundamentals. This was partially offset by higher production costs,price realization in the U.S., Canada, and Europe due to inflation. Operating profit decreased primarily due to lower shipment volumes and increased selling, administrative and general expenses and research and development expenses.expenses, partially offset by price realization.

GraphicProduction & Precision Agriculture Operating Profit

SalesFirst Quarter 2024 Compared to First Quarter 2023

Graphic

27

Three Months Ended

January 28 

January 29

Small Agriculture and Turf

   

2024

   

2023

   

% Change

Net sales

$

2,425

$

3,001

-19

Operating profit

326

447

-27

Operating margin

13.4%

14.9%

Price realization

+3

Currency translation impact on Net sales

+1

Small agriculture and turf sales decreased for the first nine months increased mainly as a result of price realization and higherquarter due to lower shipment volumes (primarily in the U.S., Canada, Europe, and Mexico), driven by moderating market demand. This was partially offset by price realization in the unfavorable impact of currency translation.U.S., Canada, and Europe due to inflation. Operating profit for the first nine months improveddecreased primarily as a result of price realizationlower shipment volumes and improved sales volumes / mix.increased selling, administrative and general expenses and research and development expenses. These items were partially offset by price realization and lower production costs, driven by a decrease in material and freight costs.

Small Agriculture & Turf Operating Profit

First Quarter 2024 Compared to First Quarter 2023

Graphic

28

Three Months Ended

January 28 

January 29

Construction and Forestry

    

2024

    

2023

    

% Change

Net sales

$

3,212

$

3,203

Operating profit

566

625

-9

Operating margin

17.6%

19.5%

Price realization

+3

Currency translation impact on Net sales

+1

Construction and forestry sales were flat for the quarter, with positive price realization in the U.S. and Canada offset by lower shipment volumes. Operating profit decreased primarily due to higher production costs, lower shipment volumes, the unfavorable effects of foreign currency exchange, and higher selling, administrative and general expenses and research and development expenses, and the unfavorable effects of foreign currency exchange mostly due to a stronger U.S. dollar.

Graphic

32

Three Months Ended

Nine Months Ended

Construction and Forestry

July 30

July 31

%

July 30

July 31

%

(In millions of dollars)

2023

2022

Change

2023

2022

Change

Net sales

$

3,739

$

3,269

+14

$

11,053

$

9,161

+21

Operating profit

716

514

+39

2,179

1,599

+36

Operating margin

19.1%

15.7%

19.7%

17.5%

Price realization

+10

+12

Currency translation impact on Net sales

-1

Construction and forestry sales moved higher for the quarter primarily due to price realization and higher shipment volumes (primarily in the U.S.). Operating profit rose primarily due to price realization and improved sales volumes.expenses. These items were partially offset by increased selling, administrative, and general expenses and research and development expenses, higher production costs, and the unfavorable impact of foreign currency exchange.

Graphic

The segment’s nine-month sales increased due to price realization and higher shipment volumes (primarily in the U.S.) partially offset by the unfavorable impact of currency translation. The first nine-month’s operating profit moved higher duea favorable sales mix.

Construction & Forestry Operating Profit

First Quarter 2024 Compared to price realization and higher sales volumes, partially offset by higher production costs. Prior period results benefitted from the non-cash gain on the remeasurement of the previously held equity investment in the Deere-Hitachi joint venture.First Quarter 2023

GraphicGraphic

33

Three Months Ended

Nine Months Ended

Financial Services

July 30

July 31

%

July 30

July 31

%

(In millions of dollars)

2023

2022

Change

2023

2022

Change

Revenue (including intercompany)

$

1,445

$

984

+47

$

3,987

$

2,851

+40

Interest expense

622

223

+179

1,604

493

+225

Net income

216

209

+3

429

649

-34

Three Months Ended

January 28 

January 29

Financial Services

2024

2023

% Change

Revenue (including intercompany)

$

1,552

$

1,244

+25

Interest expense

762

442

+72

Net income

207

185

+12

The average balance of receivables and leases financed was 22 percent higher in the third quarter of 2023, and 1819 percent higher in the first ninethree months of 20232024, compared with the same periodsperiod last year. Revenue also increased due to higher average financing rates in both periods.rates. Interest expense increased compared to both prior periodsin the first quarter of 2024 as a result of higher average borrowing rates and higher average borrowings. Financial services netNet income infor the third quarter of 2023 increased mainly due to income earned on higher average portfolio balances, partially offset by less favorable financing spreads as a result of income earned on a higher average portfolio, partially offset by less-favorable financing spreads. Net income for the first nine months of 2023 decreased primarily due to a cumulative correction of the accounting treatment for financing incentives offered to John Deere dealers recorded in the second quarter, less-favorable financing spreads, and a higher provision for credit losses. These items were partially offset by income earned on a higher average portfolio. The accounting correction is unrelated to current market conditions or the credit quality of the financial services portfolio, which remains strong. The allowance for credit losses, excluding the portfolio in Russia, was .36 percent of financing receivables as of July 30, 2023, compared with .40 percent as of July 31, 2022.interest rates.

29

Critical Accounting Estimates

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

CAPITAL RESOURCES AND LIQUIDITY – 2024 compared with 2023

Sources of Liquidity, Key Metrics and Balance Sheet Data

The Company hasWe have access to most global capital markets at a reasonable cost. Sources of liquidity forinclude:

cash, cash equivalents, and marketable securities on hand,
funds from operations,
the issuance of commercial paper and term debt,
the securitization of retail notes, and
bank lines of credit.

We closely monitor our cash requirements. Based on the Company include cash and cash equivalents, marketable securities, funds from operations, the issuance of commercial paper and term debt, the securitization of retail notes (both public and private markets), and bank lines of credit. The Company closely monitors its liquidity sources against the cash requirements and expects to have sufficientavailable sources of global funding and liquidity, we expect to meet itsour funding needs in the short term (next 12 months) and long term (beyond 12 months). The Company operatesWe are forecasting lower operating cash flows in 2024 compared with 2023.

We operate in multiple industries, which have differentunique funding requirements. The production and precision agriculture, small agriculture and turf, and construction and forestry segmentsequipment operations are capital intensive and are typicallyintensive. Historically, these operations have been subject to seasonal variations in financing requirements for inventories and certain receivables from dealers.

The financial services operations rely on their ability to raise substantial amounts of funds to finance their receivable and lease portfolios.

Key metrics are provided in the following table,table:

January 28 

October 29

January 29

2024

2023

2023

Cash, cash equivalents, and marketable securities

$

6,273

$

8,404

$

4,828

Trade accounts and notes receivable – net

7,795

7,739

7,609

Ratio to prior 12 month’s net sales

14%

14%

15%

Inventories

8,937

8,160

10,056

Ratio to prior 12 month’s cost of sales

24%

22%

27%

Unused credit lines

1,577

841

1,581

Financial Services:

Ratio of interest-bearing debt to stockholder’s equity

8.3 to 1

8.4 to 1

8.2 to 1

In the first quarter, we invested $128 in millionsU.S. dollar denominated bonds issued by the central bank of dollars:Argentina. The bonds are recorded in “Marketable securities,” classified as “International debt securities.” These bonds can be held until maturity or sold in a secondary market outside of Argentina to settle intercompany debt (see note 17).

July 30

October 30

July 31

2023

2022

2022

Cash, cash equivalents, and marketable securities

$

7,417

$

5,508

$

5,078

Trade accounts and notes receivable – net

9,297

6,410

6,696

Ratio to prior 12 month’s net sales

17%

13%

15%

Inventories

9,350

8,495

9,121

Ratio to prior 12 month’s cost of sales

24%

24%

28%

Unused credit lines

950

3,284

1,957

Financial Services:

Ratio of interest-bearing debt to stockholder’s equity

8.1 to 1

8.5 to 1

8.2 to 1

The reductionincrease in unused credit lines in 2023at January 28, 2024 compared to both prior periodsOctober 29, 2023 relates to an increasea decrease in commercial paper outstanding due to growth in financing receivablesgenerally corresponding with the level of receivable and funding mix. The Company forecasts higherlease portfolios. We forecast lower operating cash flows in 20232024 driven by an increasea decrease in net income adjusted for non-cash provisions and a favorablean unfavorable change in working capital.

34

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

Cash Flows (in millions of dollars)

Nine Months Ended

July 30, 2023

July 31, 2022

Net cash provided by operating activities

$

2,896

$

418

Net cash used for investing activities

(4,563)

(4,430)

Net cash provided by financing activities

3,379

515

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

125

(143)

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

$

1,837

$

(3,640)

30

Cash Flows

Three Months Ended

January 28 

January 29

  

2024

  

2023

  

Net cash used for operating activities

$

(908)

$

(1,246)

Net cash provided by investing activities

1,217

760

Net cash used for financing activities

(2,645)

(339)

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

16

62

Net decrease in cash, cash equivalents, and restricted cash

$

(2,320)

$

(763)

Cash inflowsoutflows from consolidated operating activities in the first ninethree months of 20232024 were $2,896 million.$908. This resulted mainly from a working capital change, partially offset by net income adjusted for non-cash provisions, partially offset by a working capital change and change in accrued income taxes payable.provisions. Cash outflowsinflows from investing activities were $4,563 million$1,217 in the first ninethree months of 2023.this year. The primary drivers were growthcollections of receivables (excluding receivables related to sales) exceeding the cost of receivables acquired and a change in the retail customer receivable portfolio andcollateral on derivatives – net, partially offset by purchases of property and equipment. Cash inflowsoutflows from financing activities were $3,379 million$2,645 in the first ninethree months of 2023, as higher external borrowings2024. The increase in cash used for financing activities was due primarily to support working capital requirements and financing receivable growth were offset by repurchasesnet payments of common stock and dividends paid.borrowings. Cash returned to shareholders was $1,714 in the first three months of 2024. Cash, cash equivalents, and restricted cash increased $1,837 milliondecreased $2,320 during the first ninethree months of 2023.this year.

Key Metrics and Balance Sheet Changes

Trade Accounts and Notes Receivable.Receivable Trade accounts and notes receivable arise from sales of goods to customers. Trade receivables increased $2,887 millionby $56 during the first ninethree months of 2023, primarily2024, mostly due to a seasonal increase and higher sales volumes, as well as the effect of foreign currency translation.increase. These receivables increased $2,601 million,$186, compared to a year ago, primarily due to higher sales volumes.dealer inventory levels. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 1 percent at each of July 30,January 28, 2024, October 29, 2023, October 30, 2022, and July 31, 2022.January 29, 2023.

Financing Receivables and Equipment on Operating Leases. Financing receivables and equipment on operating leases consist of retail notes originated in connection with financing of new and used equipment, operating leases, revolving charge accounts, sales-type and direct financing leases, and wholesale notes. Financing receivables and equipment on operating leases increased $5,819 milliondecreased $1,066 during the first nine monthsquarter of 20232024, primarily due to seasonal payments, and increased $8,261 million$8,386 in the past 12 months, due to strong retail sales. Total acquisition volumes of financing receivables and equipment on operating leases were 3216 percent higher in the first ninethree months of 2023,2024, compared with the same period last year, as volumes of wholesale notes, retail notes, and financing leases were higher, while revolving charge accounts and operating leases and finance leases were higherlower compared to July 31, 2022.the same period last year.

Inventories. Inventories increased by $855 million$777 during the first ninethree months, of 2023 and increased by $229 millionprimarily due to a seasonal increase. Inventories decreased $1,119, compared to a year ago. The increases wereago, due to higherlower forecasted salesshipment volumes. The effect of foreign currency translation also increased inventories during the first nine months of 2023. A majority of these inventories are valued on the last-in, first outfirst-out (LIFO) method.

Property and Equipment. Property and equipment cash expenditures in the first ninethree months of 20232024 were $887 million,$362, compared with $596 million$315 in the same period last year. Capital expenditures in 20232024 are estimated to be approximately $1,650 million.$1,900.

Accounts Payable and Accrued Expenses. – Accounts payable and accrued expenses decreased by $2,769 in the first three months of 2024, primarily due to a decrease in accrued expenses associated with employee benefits, dealer sales discounts, and derivative liabilities. Accounts payable and accrued expenses increased by $518 million in the first nine months of 2023. Accounts payable and accrued expenses increased $2,354 million$253 compared to a year ago, due to an increase in accrued expenses associated with employee benefits,extended warranty premium, product warranties, and accrued taxes, dealer sales discounts, and derivative liabilities.interest, partially offset by a decrease in accounts payable associated with trade payables.

Borrowings. Total external borrowings have changeddecreased by $245 in the first three months of 2024 and increased $9,102 compared to a year ago, generally corresponding with the level of the receivable and the lease portfolio, as well as other working capital requirements.

John Deere Capital Corporation (Capital Corporation), a U.S. financial services subsidiary, has a revolving warehouse facility to utilize bank conduit facilities to securitize retail notes (see Note 9). The facility was renewed in November 20222023 with an expiration in November 20232024 and increasedwith an increase in the total capacity or “financing limit” from $1,000 million$1,500 to $1,500 million.$2,000. At July 30, 2023, $1,415 millionJanuary 28, 2024, $1,118 of securitization borrowings were outstanding under the facility. At the end of the contractual revolving period, unless the banks and Capital Corporation agree to renew, Capital Corporation would liquidate the secured borrowings over time as payments on the retail notes are collected.

35

In the first ninethree months of 2023,2024, the financial services operations issued $3,207 million and retired $2,309 million$881 of retail note securitization borrowings, which are presented in “Increase (decrease)“Net proceeds (payments) in total short-term borrowings.borrowings (original maturities three months or less).

31

Lines of Credit. The Company – We also hashave access to bank lines of credit with various banks throughout the world. Worldwide lines of credit totaled $10,352 million$10,310 at July 30, 2023, $950 millionJanuary 28, 2024, $1,577 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 considered to constitute utilization. Included in the total credit lines at July 30, 2023January 28, 2024 was a 364-day credit facility agreement of $5,000, million expiring in the second quarter of 2024. In addition, total credit lines included long-term credit facility agreements of $2,500, million expiring in the second quarter of 2027, and $2,500, million expiring in the second quarter of 2028. These credit agreements require Capital Corporation and other parts of the Companyour business to maintain certain performance metrics and liquidity targets. We expect to extend the terms of these credit facilities. All requirements in the credit agreements have been met during the periods included in the financial statements.

Debt Ratings. To access public debt capital markets, the Company relieswe rely on credit rating agencies to assign short-term and long-term credit ratings to the Company’sour debt 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 Companyour securities. A credit rating agency may change or withdraw ratings based on its assessment of the Company’sour 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, and may adversely impact the Company’s liquidity.markets. The senior long-term and short-term debt ratings and outlook currently assigned to unsecured Companycompany securities by the rating agencies engaged by the Companyus are as follows:

    

Senior

    

    

 

Long-Term

Short-Term

Outlook

 

Fitch Ratings

A+

F1

Stable

Moody’s Investors Service, Inc.

 

A2A1

 

Prime-1

 

PositiveStable

Standard & Poor’s

 

A

 

A-1

 

Stable

Forward-Looking StatementsFORWARD-LOOKING STATEMENTS

Certain statements contained herein, including in the section entitled “Overview,”“Overview” relating to future events, expectations, and trends constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.1995 and involve factors that are subject to change, assumptions, risks, and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect all lines of the Company’sour operations generally while others could more heavily affect a particular line of business.

Forward-looking statements are based on currently available information and current assumptions, expectations, and projections about future events and should not be relied upon. Except as required by law, the Companywe expressly disclaimsdisclaim any obligation to update or revise itsour forward-looking statements. Many factors, risks, and uncertainties could cause actual results to differ materially from these forward-looking statements. Among these factors are risks related to:

changes and compliance with and changes in U.S., foreign, and international laws, regulations, and policies relating to trade, economic sanctions, data privacy, spending, taxing, banking, monetary, environmental (including climate change and engine emission), and farming policies;
political, economic, and social instability of the geographies in which the Company operates;
wars and other conflicts,we operate, including the ongoing war between Russia and Ukraine;Ukraine and the war between Israel and Hamas;
adverse macroeconomic conditions, including unemployment, inflation, rising interest rates, changes in consumer practices due to slower economic growth, or possible recession, and regional or global liquidity constraints;
growthworldwide demand for food and sustainabilitydifferent forms of non-food uses for crops (including ethanol and biodiesel production);renewable energy;
the ability to execute business strategies, including the Company’sour Smart Industrial operating model,Operating Model, Leap Ambitions, and mergers and acquisitions;
the ability to understand and meet customers’ changing expectations and demand for John Deere products and solutions;
accurately forecasting customer demand for products and services and adequately managing inventory;
the ability to integrate new technology, including automation and machine learning, and deliver precision technology, alternative power technologies, and solutions to customers, including through our Solutions as a Service business model;
changes to governmental communications channels (radio frequency technology);
gaps or limitations in rural broadband coverage, capacity, and speed needed to support technology solutions;
the Company’s ability to adapt in highly competitive markets;
dealer practices and their ability to manage distribution of John Deere products and support and service precision technology solutions;
changes in climate patterns, unfavorable weather events, and natural disasters;
governmental and other actions designed to address climate change in connection with a transition to a lower-carbon economy;

32

higher interest rates and currency fluctuations which could adversely affect the U.S. dollar, customer confidence, access to capital, and demand for ourJohn Deere products and solutions;

36

changes in the Company’s credit ratings and any failure to comply with financial covenants in credit agreements could impact access to funding;
availability and price of raw materials, components, and whole goods, and used equipment;goods;
delays or disruptions in the Company’sour supply chain;
our equipment fails to perform as expected, which could result in warranty claims, post-sales repairs or recalls, product liability litigation, and regulatory investigations;
the ability to attract, develop, engage, and retain qualified personnel;
security breaches, cybersecurity attacks, technology failures, and other disruptions to theJohn Deere information technology infrastructure of the Company and its products;
loss of or challenges to intellectual property rights;
legislation introduced or enacted that could affect our business model and intellectual property, such as right to repair legislation;
investigations, claims, lawsuits, or other legal proceedings;
events that damage the Company’sour reputation or brand;
world grain stocks, available farm acres, soil conditions, harvest yields, prices for commodities and livestock, input costs, and availability of transport for crops; and
housing starts and supply, real estate and housing prices, levels of public and non-residential construction, and infrastructure investment.

Further information concerning the Companyus and itsour businesses, including factors that could materially affect the Company’sour financial results, is included in the Company’sour other filings with the SEC (including, but not limited to, the factors discussed in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q). There also may be other factors that we cannot anticipate or that are not described herein because we do not currently perceive them to be material.

Supplemental Consolidating InformationSUPPLEMENTAL CONSOLIDATING DATA

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

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

differences.

3733

DEERE & COMPANY

DEERE & COMPANY

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA

SUPPLEMENTAL CONSOLIDATING DATA

SUPPLEMENTAL CONSOLIDATING DATA

STATEMENTS OF INCOME

STATEMENTS OF INCOME

STATEMENTS OF INCOME

For the Three Months Ended July 30, 2023 and July 31, 2022

(In millions of dollars) Unaudited

For the Three Months Ended January 28, 2024 and January 29, 2023

For the Three Months Ended January 28, 2024 and January 29, 2023

Unaudited

Unaudited

EQUIPMENT

FINANCIAL

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

 

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

 

2023

2022

2023

2022

2023

2022

2023

2022

 

2024

2023

2024

2023

2024

2023

2024

2023

 

Net Sales and Revenues

 

 

  

  

 

  

  

 

  

  

 

  

  

 

  

  

 

  

  

 

  

   

 

  

Net sales

$

14,284

$

13,000

$

14,284

$

13,000

$

10,486

$

11,402

$

10,486

$

11,402

Finance and interest income

210

 

60

$

1,335

$

905

$

(292)

$

(119)

1,253

846

1

157

 

114

$

1,433

$

1,067

$

(230)

$

(187)

1,360

994

1

Other income

222

 

228

110

 

79

(68)

 

(51)

264

 

256

2, 3

289

 

234

119

 

177

(69)

 

(155)

339

 

256

2, 3

Total

14,716

 

13,288

1,445

 

984

(360)

 

(170)

15,801

 

14,102

10,932

 

11,750

1,552

 

1,244

(299)

 

(342)

12,185

 

12,652

Costs and Expenses

Cost of sales

9,630

 

9,512

(6)

 

(1)

9,624

9,511

4

7,207

 

7,940

(7)

(6)

7,200

7,934

4

Research and development expenses

528

 

481

528

481

533

 

495

533

495

Selling, administrative and general expenses

913

 

805

199

 

156

(2)

 

(2)

1,110

 

959

4

876

 

783

192

 

172

(2)

 

(3)

1,066

 

952

4

Interest expense

94

 

109

622

 

223

(93)

 

(36)

623

 

296

5

108

 

101

762

 

442

(68)

 

(64)

802

 

479

1

Interest compensation to Financial Services

199

 

83

(199)

 

(83)

5

162

 

123

(162)

(123)

1

Other operating expenses

34

 

47

336

 

317

(60)

 

(48)

310

 

316

6, 7

90

 

53

339

 

392

(60)

 

(146)

369

 

299

3, 5

Total

11,398

 

11,037

1,157

 

696

(360)

 

(170)

12,195

 

11,563

8,976

 

9,495

1,293

 

1,006

(299)

 

(342)

9,970

 

10,159

Income before Income Taxes

3,318

 

2,251

288

 

288

 

3,606

 

2,539

1,956

 

2,255

259

 

238

 

2,215

 

2,493

Provision for income taxes

564

 

574

72

 

80

 

636

 

654

416

 

483

53

 

54

 

469

 

537

Income after Income Taxes

2,754

 

1,677

216

 

208

 

2,970

 

1,885

1,540

 

1,772

206

 

184

 

1,746

 

1,956

Equity in income (loss) of unconsolidated affiliates

2

 

(1)

 

1

2

Equity in income of unconsolidated affiliates

1

 

1

1

2

1

Net Income

2,756

 

1,676

216

 

209

 

2,972

 

1,885

1,541

 

1,772

207

 

185

 

1,748

 

1,957

Less: Net income (loss) attributable to noncontrolling interests

(6)

 

1

(6)

1

Less: Net loss attributable to noncontrolling interests

(3)

 

(2)

(3)

(2)

Net Income Attributable to Deere & Company

$

2,762

$

1,675

$

216

$

209

$

2,978

$

1,884

$

1,544

$

1,774

$

207

$

185

$

1,751

$

1,959

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

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

3 Elimination of income and expenses between equipment operations and financial services’ incomeservices related to intercompany guarantees of investments in certain international markets and intercompany service revenue.revenues and expenses.

4 Elimination of intercompany service fees.

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

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

7 Elimination of equipment operations’ expense related to intercompany guarantees of investments in certain international markets and intercompany service expenses.

3834

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

STATEMENTS OF INCOME

For the Nine Months Ended July 30, 2023 and July 31, 2022

(In millions of dollars) Unaudited

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

 

2023

2022

2023

2022

2023

2022

2023

2022

 

Net Sales and Revenues

 

  

  

  

  

  

  

  

  

Net sales

$

41,765

$

33,565

$

41,765

$

33,565

Finance and interest income

444

 

131

$

3,609

$

2,580

$

(727)

$

(270)

3,326

2,441

1

Other income

639

 

1,028

378

 

271

(269)

 

(264)

748

 

1,035

2, 3

Total

42,848

 

34,724

3,987

 

2,851

(996)

 

(534)

45,839

 

37,041

Costs and Expenses

Cost of sales

28,306

 

25,126

(18)

 

(2)

28,288

25,124

4

Research and development expenses

1,571

 

1,336

1,571

1,336

Selling, administrative and general expenses

2,630

 

2,215

769

 

463

(7)

 

(6)

3,392

 

2,672

4

Interest expense

298

 

297

1,604

 

493

(231)

 

(77)

1,671

 

713

5

Interest compensation to Financial Services

496

 

189

(496)

 

(189)

5

Other operating expenses

172

 

186

1,043

 

1,028

(244)

 

(260)

971

 

954

6, 7

Total

33,473

 

29,349

3,416

 

1,984

(996)

 

(534)

35,893

 

30,799

Income before Income Taxes

9,375

 

5,375

571

 

867

 

9,946

 

6,242

Provision for income taxes

2,020

 

1,142

144

 

222

 

2,164

 

1,364

Income after Income Taxes

7,355

 

4,233

427

 

645

 

7,782

 

4,878

Equity in income of unconsolidated affiliates

3

 

4

2

 

4

5

8

Net Income

7,358

 

4,237

429

 

649

 

7,787

 

4,886

Less: Net income (loss) attributable to noncontrolling interests

(10)

 

1

 

(10)

1

Net Income Attributable to Deere & Company

$

7,368

$

4,236

$

429

$

649

$

7,797

$

4,885

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

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

3 Elimination of financial services’ income related to intercompany guarantees of investments in certain international markets and intercompany service revenue.

4 Elimination of intercompany service fees.

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

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

7 Elimination of equipment operations’ expense related to intercompany guarantees of investments in certain international markets and intercompany service expenses.

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

CONDENSED BALANCE SHEETS

Unaudited

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

 

Jan 28 

Oct 29

Jan 29

Jan 28 

Oct 29

Jan 29

Jan 28 

Oct 29

Jan 29

Jan 28 

Oct 29

Jan 29

 

2024

2023

2023

2024

2023

2023

2024

2023

2023

2024

2023

2023

 

Assets

 

 

        

 

 

       

 

 

       

 

 

       

 

 

       

 

 

       

 

  

       

 

 

       

 

 

       

 

 

       

 

 

       

 

 

       

  

Cash and cash equivalents

$

3,467

$

5,720

$

2,665

$

1,670

$

1,738

$

1,311

$

5,137

$

7,458

$

3,976

Marketable securities

147

 

104

 

18

989

 

842

 

834

 

 

1,136

 

946

 

852

Receivables from Financial Services

4,296

 

4,516

 

5,348

$

(4,296)

$

(4,516)

$

(5,348)

6

Trade accounts and notes receivable – net

1,093

 

1,320

 

1,342

9,167

 

8,687

 

7,827

(2,465)

 

(2,268)

 

(1,560)

7,795

 

7,739

 

7,609

7

Financing receivables – net

72

 

64

 

51

43,636

 

43,609

 

36,831

 

 

43,708

 

43,673

 

36,882

Financing receivables securitized – net

6,400

 

7,335

 

5,089

 

 

6,400

 

7,335

 

5,089

Other receivables

1,515

 

1,813

 

1,583

559

 

869

 

489

(57)

 

(59)

 

(80)

2,017

 

2,623

 

1,992

7

Equipment on operating leases – net

6,751

 

6,917

 

6,502

 

 

6,751

 

6,917

 

6,502

Inventories

8,937

 

8,160

 

10,056

8,937

8,160

10,056

Property and equipment – net

6,879

 

6,843

 

6,178

35

 

36

 

34

 

 

6,914

 

6,879

 

6,212

Goodwill

3,966

 

3,900

 

3,891

3,966

3,900

3,891

Other intangible assets – net

1,112

 

1,133

 

1,255

 

 

 

 

1,112

 

1,133

 

1,255

Retirement benefits

3,013

 

2,936

 

3,728

75

 

72

 

67

(1)

 

(1)

 

(2)

3,087

 

3,007

 

3,793

8

Deferred income taxes

2,133

 

2,133

 

1,015

72

 

68

 

53

(372)

 

(387)

 

(154)

1,833

 

1,814

 

914

9

Other assets

2,058

 

1,948

 

1,936

546

 

559

 

684

(26)

 

(4)

 

(23)

2,578

 

2,503

 

2,597

Total Assets

$

38,688

$

40,590

$

39,066

$

69,900

$

70,732

$

59,721

$

(7,217)

$

(7,235)

$

(7,167)

$

101,371

$

104,087

$

91,620

Liabilities and Stockholders’ Equity

Liabilities

Short-term borrowings

$

1,203

$

1,230

$

969

$

15,914

$

16,709

$

13,160

$

17,117

$

17,939

$

14,129

Short-term securitization borrowings

6,116

 

6,995

 

4,864

 

 

6,116

 

6,995

 

4,864

Payables to Equipment Operations

 

 

4,296

 

4,516

 

5,348

$

(4,296)

$

(4,516)

$

(5,348)

 

 

6

Accounts payable and accrued expenses

12,677

 

14,862

 

11,819

3,232

 

3,599

 

2,952

(2,548)

 

(2,331)

 

(1,663)

13,361

 

16,130

 

13,108

7

Deferred income taxes

478

 

452

 

404

444

 

455

 

269

(372)

 

(387)

 

(154)

550

 

520

 

519

9

Long-term borrowings

7,270

 

7,210

 

8,155

32,663

 

31,267

 

26,916

 

 

39,933

 

38,477

 

35,071

Retirement benefits and other liabilities

2,006

 

2,032

 

2,384

110

 

109

 

111

(1)

 

(1)

 

(2)

2,115

 

2,140

 

2,493

8

Total liabilities

23,634

25,786

23,731

62,775

63,650

53,620

(7,217)

(7,235)

(7,167)

79,192

82,201

70,184

Commitments and contingencies (Note 16)

Redeemable noncontrolling interest

100

97

100

100

97

100

Stockholders’ Equity

Total Deere & Company stockholders’ equity

22,075

 

21,785

 

21,332

7,125

7,082

6,101

(7,125)

(7,082)

(6,101)

22,075

21,785

21,332

10

Noncontrolling interests

4

 

4

 

4

4

4

4

Financial Services’ equity

(7,125)

(7,082)

(6,101)

7,125

7,082

6,101

10

Adjusted total stockholders’ equity

14,954

 

14,707

 

15,235

7,125

 

7,082

 

6,101

 

 

22,079

 

21,789

 

21,336

Total Liabilities and Stockholders’ Equity

$

38,688

$

40,590

$

39,066

$

69,900

$

70,732

$

59,721

$

(7,217)

$

(7,235)

$

(7,167)

$

101,371

$

104,087

$

91,620

39

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

CONDENSED BALANCE SHEETS

(In millions of dollars) Unaudited

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

Jul 30

Oct 30

Jul 31

Jul 30

Oct 30

Jul 31

Jul 30

Oct 30

Jul 31

Jul 30

Oct 30

Jul 31

2023

2022

2022

2023

2022

2022

2023

2022

2022

2023

2022

2022

Assets

 

 

             

 

 

    

 

  

             

 

  

              

 

  

    

 

  

              

 

  

              

 

  

    

 

  

             

 

  

              

 

  

    

 

  

              

Cash and cash equivalents

$

4,858

$

3,767

$

3,540

$

1,718

$

1,007

$

819

$

6,576

$

4,774

$

4,359

Marketable securities

3

 

61

 

2

838

 

673

 

717

 

 

841

 

734

 

719

Receivables from Financial Services

5,312

 

6,569

 

5,055

$

(5,312)

$

(6,569)

$

(5,055)

8

Trade accounts and notes receivable – net

1,589

 

1,273

 

1,342

9,991

 

6,434

 

6,738

(2,283)

 

(1,297)

 

(1,384)

9,297

 

6,410

 

6,696

9

Financing receivables – net

60

 

47

 

45

41,242

 

36,587

 

35,011

 

 

41,302

 

36,634

 

35,056

Financing receivables securitized – net

2

7,001

 

5,936

 

5,139

 

 

7,001

 

5,936

 

5,141

Other receivables

2,599

 

1,670

 

1,676

599

 

832

 

371

(80)

 

(10)

 

(48)

3,118

 

2,492

 

1,999

9

Equipment on operating leases – net

6,709

 

6,623

 

6,554

 

 

6,709

 

6,623

 

6,554

Inventories

9,350

 

8,495

 

9,121

9,350

8,495

9,121

Property and equipment – net

6,385

 

6,021

 

5,630

33

 

35

 

36

 

 

6,418

 

6,056

 

5,666

Goodwill

3,994

 

3,687

 

3,754

3,994

3,687

3,754

Other intangible assets – net

1,199

 

1,218

 

1,281

 

 

 

 

1,199

 

1,218

 

1,281

Retirement benefits

3,503

 

3,666

 

3,062

71

 

66

 

65

(1)

 

(2)

 

(2)

3,573

 

3,730

 

3,125

10

Deferred income taxes

1,393

 

940

 

1,248

65

 

45

 

48

(98)

 

(161)

 

(186)

1,360

 

824

 

1,110

11

Other assets

2,083

 

1,794

 

1,727

583

 

626

 

510

(7)

 

(3)

 

(1)

2,659

 

2,417

 

2,236

9

Total Assets

$

42,328

$

39,208

$

37,485

$

68,850

$

58,864

$

56,008

$

(7,781)

$

(8,042)

$

(6,676)

$

103,397

$

90,030

$

86,817

Liabilities and Stockholders’ Equity

Liabilities

Short-term borrowings

$

1,773

$

1,040

$

471

$

15,370

$

11,552

$

13,705

$

17,143

$

12,592

$

14,176

Short-term securitization borrowings

2

6,608

 

5,711

 

4,918

 

 

6,608

 

5,711

 

4,920

Payables to Equipment Operations

 

 

5,312

 

6,569

 

5,055

$

(5,312)

$

(6,569)

$

(5,055)

 

 

8

Accounts payable and accrued expenses

14,403

 

12,962

 

11,925

3,307

 

3,170

 

2,494

(2,370)

 

(1,310)

 

(1,433)

15,340

 

14,822

 

12,986

9

Deferred income taxes

420

 

380

 

436

184

 

276

 

311

(98)

 

(161)

 

(186)

506

 

495

 

561

11

Long-term borrowings

7,299

 

7,917

 

8,481

30,813

 

25,679

 

23,651

 

 

38,112

 

33,596

 

32,132

Retirement benefits and other liabilities

2,423

 

2,351

 

2,799

114

 

108

 

114

(1)

 

(2)

 

(2)

2,536

 

2,457

 

2,911

10

Total liabilities

26,318

24,650

24,114

61,708

53,065

50,248

(7,781)

(8,042)

(6,676)

80,245

69,673

67,686

Commitments and contingencies (Note 16)

Redeemable noncontrolling interest

101

92

95

101

92

95

Stockholders’ Equity

Total Deere & Company stockholders’ equity

23,048

 

20,262

 

19,033

7,142

5,799

5,760

(7,142)

(5,799)

(5,760)

23,048

20,262

19,033

12

Noncontrolling interests

3

 

3

 

3

3

3

3

Financial Services’ equity

(7,142)

 

(5,799)

 

(5,760)

7,142

5,799

5,760

12

Adjusted total stockholders’ equity

15,909

 

14,466

 

13,276

7,142

 

5,799

 

5,760

 

 

23,051

 

20,265

 

19,036

Total Liabilities and Stockholders’ Equity

$

42,328

$

39,208

$

37,485

$

68,850

$

58,864

$

56,008

$

(7,781)

$

(8,042)

$

(6,676)

$

103,397

$

90,030

$

86,817

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

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

108 Reclassification of net pension assets / liabilities.

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

1210 Elimination of financial services’ equity.

4035

DEERE & COMPANY

DEERE & COMPANY

DEERE & COMPANY

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

For the Nine Months Ended July 30, 2023 and July 31, 2022

(In millions of dollars) Unaudited

For the Three Months Ended January 28, 2024 and January 29, 2023

For the Three Months Ended January 28, 2024 and January 29, 2023

Unaudited

Unaudited

EQUIPMENT

FINANCIAL

EQUIPMENT

FINANCIAL

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

OPERATIONS

SERVICES

ELIMINATIONS

CONSOLIDATED

2023

2022

2023

2022

2023

2022

2023

2022

2024

2023

2024

2023

2024

2023

2024

2023

Cash Flows from Operating Activities

  

    

 

    

   

    

 

    

   

    

 

    

   

    

 

    

   

  

    

 

    

  

    

 

    

  

    

 

    

  

    

 

    

  

Net income

$

7,358

$

4,237

$

429

$

649

$

7,787

$

4,886

$

1,541

$

1,772

$

207

$

185

$

1,748

$

1,957

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

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

Provision (credit) for credit losses

 

3

 

 

(67)

 

62

 

 

 

(64)

 

62

 

(2)

 

1

 

33

 

(131)

 

 

 

31

 

(130)

Provision for depreciation and amortization

 

872

 

806

 

757

 

790

$

(102)

$

(153)

 

1,527

 

1,443

13

 

302

 

279

 

254

 

252

$

(36)

$

(37)

 

520

 

494

11

Impairments and other adjustments

 

81

 

173

 

 

 

 

173

 

81

Share-based compensation expense

112

64

112

64

14

 

46

23

46

23

12

Gain on remeasurement of previously held equity investment

 

(326)

 

 

 

 

 

 

(326)

Distributed earnings of Financial Services

 

31

 

368

 

 

 

(31)

 

(368)

 

 

15

 

233

 

3

 

 

 

(233)

 

(3)

 

 

13

Provision (credit) for deferred income taxes

 

(322)

 

44

 

(107)

 

(50)

 

 

 

(429)

 

(6)

 

48

 

(39)

 

(21)

 

(17)

 

 

 

27

 

(56)

Changes in assets and liabilities:

Receivables related to sales

 

(293)

 

(215)

(4,766)

(2,142)

(5,059)

(2,357)

16, 18, 19

 

209

 

(23)

(486)

(992)

(277)

(1,015)

14, 16

Inventories

 

(534)

 

(2,415)

(129)

(111)

(663)

(2,526)

17

 

(687)

 

(1,254)

(36)

(25)

(723)

(1,279)

15

Accounts payable and accrued expenses

 

730

 

491

 

303

 

36

 

(986)

 

(542)

 

47

 

(15)

18

 

(2,155)

 

(1,458)

 

25

 

145

 

(197)

 

(264)

 

(2,327)

 

(1,577)

16

Accrued income taxes payable/receivable

 

(619)

 

52

 

24

 

30

 

 

 

(595)

 

82

 

165

 

192

 

18

 

7

 

 

 

183

 

199

Retirement benefits

 

(115)

 

(1,020)

 

(1)

 

6

 

 

 

(116)

 

(1,014)

 

(127)

 

(49)

 

(2)

 

1

 

 

 

(129)

 

(48)

Other

 

247

 

103

 

(15)

 

(108)

 

(56)

 

49

 

176

 

44

13, 14, 17

 

(46)

 

17

 

61

 

163

 

(22)

 

6

 

(7)

 

186

11, 12, 15

Net cash provided by operating activities

 

7,358

 

2,206

 

1,496

 

1,415

 

(5,958)

 

(3,203)

 

2,896

 

418

Net cash provided by (used for) operating activities

 

(519)

 

(559)

 

575

 

605

 

(964)

 

(1,292)

 

(908)

 

(1,246)

Cash Flows from Investing Activities

Collections of receivables (excluding receivables related to sales)

 

18,440

 

16,927

 

(848)

 

(1,153)

 

17,592

 

15,774

16

 

8,007

 

7,495

 

(255)

 

(297)

 

7,752

 

7,198

14

Proceeds from sales of equipment on operating leases

 

1,445

 

1,501

 

 

 

1,445

 

1,501

 

506

 

497

 

 

 

506

 

497

Cost of receivables acquired (excluding receivables related to sales)

 

(21,043)

 

(19,069)

 

329

 

491

 

(20,714)

 

(18,578)

16

 

(6,513)

 

(6,375)

 

66

 

53

 

(6,447)

 

(6,322)

14

Acquisitions of businesses, net of cash acquired

(82)

(488)

 

 

 

 

 

(82)

 

(488)

Purchases of property and equipment

 

(885)

 

(595)

 

(2)

 

(1)

 

 

 

(887)

 

(596)

 

(362)

 

(315)

 

 

 

 

 

(362)

 

(315)

Cost of equipment on operating leases acquired

 

(2,143)

 

(1,868)

 

175

 

151

 

(1,968)

 

(1,717)

17

 

(503)

 

(531)

 

49

 

34

 

(454)

 

(497)

15

Increase in investment in Financial Services

(811)

 

 

 

811

 

 

 

20

Decrease in investment in Financial Services

10

 

 

 

(10)

 

 

 

17

Increase in trade and wholesale receivables

 

(6,270)

 

(3,318)

 

6,270

 

3,318

 

 

16

 

(871)

 

(1,499)

 

871

 

1,499

 

 

14

Collateral on derivatives – net

5

240

(198)

240

(193)

310

345

310

345

Other

 

(79)

 

(87)

 

(111)

 

(74)

 

1

 

28

 

(189)

 

(133)

19

 

10

 

(9)

 

(98)

 

(137)

 

 

 

(88)

 

(146)

Net cash used for investing activities

 

(1,857)

 

(1,165)

 

(9,444)

 

(6,100)

 

6,738

 

2,835

 

(4,563)

 

(4,430)

Net cash provided by (used for) investing activities

 

(342)

 

(324)

 

838

 

(205)

 

721

 

1,289

 

1,217

 

760

Cash Flows from Financing Activities

Increase (decrease) in total short-term borrowings

 

(152)

 

58

 

5,192

 

4,209

 

 

 

5,040

 

4,267

Net proceeds (payments) in short-term borrowings (original maturities three months or less)

 

78

 

(136)

 

(3,029)

 

833

 

 

 

(2,951)

 

697

Change in intercompany receivables/payables

 

1,476

 

70

 

(1,476)

 

(70)

 

 

 

 

 

288

 

1,469

 

(288)

 

(1,469)

 

 

 

 

Proceeds from long-term borrowings

 

60

 

137

 

9,912

 

6,144

 

 

 

9,972

 

6,281

Payments of long-term borrowings

 

(116)

 

(1,372)

 

(5,746)

 

(5,206)

 

 

 

(5,862)

 

(6,578)

Proceeds from borrowings issued (original maturities greater than three months)

 

11

 

1

 

5,276

 

2,504

 

 

 

5,287

 

2,505

Payments of borrowings (original maturities greater than three months)

 

(40)

 

 

(3,197)

 

(1,925)

 

 

 

(3,237)

 

(1,925)

Repurchases of common stock

 

(4,663)

 

(2,477)

(4,663)

(2,477)

 

(1,328)

 

(1,257)

(1,328)

(1,257)

Capital investment from Equipment Operations

 

811

(811)

20

 

 

(10)

10

17

Dividends paid

 

(1,065)

 

(971)

 

(31)

(368)

 

31

368

 

(1,065)

(971)

15

 

(386)

 

(341)

 

(233)

(3)

 

233

3

 

(386)

(341)

13

Other

 

4

 

16

 

(47)

 

(23)

 

 

 

(43)

 

(7)

 

(22)

 

(6)

 

(8)

 

(12)

 

 

 

(30)

 

(18)

Net cash provided by (used for) financing activities

 

(4,456)

 

(4,539)

 

8,615

 

4,686

 

(780)

 

368

 

3,379

 

515

Net cash used for financing activities

 

(1,399)

 

(270)

 

(1,489)

 

(72)

 

243

 

3

 

(2,645)

 

(339)

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

 

108

 

(148)

 

17

 

5

 

 

 

125

 

(143)

 

11

 

48

 

5

 

14

 

 

 

16

 

62

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

 

1,153

 

(3,646)

 

684

 

6

 

 

 

1,837

 

(3,640)

 

(2,249)

 

(1,105)

 

(71)

 

342

 

 

 

(2,320)

 

(763)

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

 

3,781

 

7,200

 

1,160

 

925

 

 

 

4,941

 

8,125

 

5,755

 

3,781

 

1,865

 

1,160

 

 

 

7,620

 

4,941

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

$

4,934

$

3,554

$

1,844

$

931

$

6,778

$

4,485

$

3,506

$

2,676

$

1,794

$

1,502

$

5,300

$

4,178

Components of Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents

$

4,858

$

3,540

$

1,718

$

819

$

6,576

$

4,359

$

3,467

$

2,665

$

1,670

$

1,311

$

5,137

$

3,976

Restricted cash (Other assets)

76

14

126

112

202

126

39

11

124

191

163

202

Total Cash, Cash Equivalents, and Restricted Cash

$

4,934

$

3,554

$

1,844

$

931

$

6,778

$

4,485

$

3,506

$

2,676

$

1,794

$

1,502

$

5,300

$

4,178

1311 Elimination of depreciation on leases related to inventory transferred to equipment on operating leases.

1412 Reclassification of share-based compensation expense.

1513 Elimination of dividends from financial services to the equipment operations, which are included in the equipment operations’ operating activities.

1614 Primarily reclassification of receivables related to the sale of equipment.

1715 Reclassification of direct lease agreements with retail customers.

1816 Reclassification of sales incentive accruals on receivables sold to financial services.

19Elimination and reclassification of the effects of financial services partial financing of the construction and forestry retail locations sales and subsequent collection of those amounts.

2017 Elimination of change in investment from equipment operations to financial services.

4136

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the Company’sour most recently filed Annual Report on Form 10-K (Part II, Item 7A). There hashave been no material changechanges in this information.

Item 4.  CONTROLS AND PROCEDURES

The Company’sOur principal executive officer and its principal financial officer have concluded that the Company’sour disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective as of July 30, 2023,January 28, 2024, 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 thirdfirst quarter of 2023,2024, there were no changes that have materially affected or are reasonably likely to materially affect the Company’sour internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 1A.  Risk Factors

See the Company’sour most recently filed Annual Report on Form 10-K (Part I, Item 1A). There hashave been no material changechanges in this information. The risks described in the Annual Report on Form 10-K, and the “Forward-Looking Statements” in this report, are not the only risks faced by the Company.we face. Additional risks and uncertainties may also materially affect the Company’sour business, financial condition, or operating results. One should not consider the risk factors to be a complete discussion of risks, uncertainties, and assumptions.

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

Issuer Purchases of Equity Securities

The Company’s purchasesPurchases of itsour common stock during the thirdfirst quarter of 20232024 were as follows:

    

    

Total Number of

    

    

 

    

    

    

Total Number of

    

 

Shares Purchased as

Maximum Number of

 

 

Shares Purchased as

Maximum Number of

 

Total Number of

Part of Publicly

Shares that May Yet Be

 

 

Total Number of

Part of Publicly

Shares that May Yet Be

 

Shares

Announced Plans or

Purchased under the

 

 

Shares

Announced Plans or

Purchased under the

 

Purchased

Average Price

Programs (1)

Plans or Programs (1)

 

 

Purchased (2)

Average Price

Programs (1)

Plans or Programs (1)

 

Period

(thousands)

Per Share

(thousands)

(millions)

 

 

(thousands)

Per Share

(thousands)

(millions)

 

May 1 to May 28

1,581

 

$

375.70

1,581

40.0

May 29 to Jun 25

1,525

385.90

1,525

38.6

Jun 26 to Jul 30

2,285

418.54

2,285

36.4

Oct 30 to Nov 26

1,178

 

$

377.57

1,178

31.8

Nov 27 to Dec 24

1,296

372.25

1,259

30.7

Dec 25 to Jan 28

1,050

393.54

1,050

29.6

Total

5,391

5,391

3,524

3,487

(1)The Company hasWe have a share repurchase plan that was announced in December 2022 to repurchasepurchase up to $18,000 million$18.0 billion of shares of the Company’sour common stock. The maximum number of shares that may yet be repurchasedpurchased under this plan was 36.429.6 million shares based on the closing price of our common stock on the New York Stock Exchange as of the end of the thirdfirst quarter 2023 closing share price of $427.112024 of $393.62 per share. At the end of the thirdfirst quarter of 2023, $15,556 million2024, $11.7 billion of common stock remains to be repurchasedpurchased under this plan.
(2)In the first quarter of 2024, 37 thousand shares were acquired from plan participants at a weighted-average market price of $365.60 per share to pay payroll taxes on the vesting of restricted stock awards.

37

Sales of Unregistered Securities

During the first quarter of 2024, we distributed 1,333 deferred stock awards to a participant account under the 2012 Deere & Company Nonemployee Director Stock Ownership Plan. The deferred stock awards converted to shares of common stock on a one-for-one basis. Deferred stock units and shares of common stock issued under the 2012 Deere & Company Nonemployee Director Stock Ownership Plan are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of the SEC’s Regulation D thereunder.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

42

Item 5.  Other Information

Amendment to Bylaws

On August 30, 2023, the Board of Directors of the Company adopted amendments to the Company’s bylaws (as amended, the “Amended Bylaws”), effective as of such date. The amendments set forth in the Amended Bylaws, among other things, (1) revise the procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act within eight business days of the meeting; (2) revise the majority voting provision to clarify when an election of directors will be deemed contested; (3) allow for the establishment of rules, regulations, or procedures of a meeting of the Company’s stockholders by the Board of Directors and/or the presiding person of a meeting and clarify the power of the chair of a stockholder meeting to adjourn any meeting of stockholders; (4) adopt gender-neutral terms when referring to particular positions, offices, or title holders; and (5) make certain administrative, modernizing, clarifying, and conforming changes, including making updates to reflect recent amendments to the General Corporation Law of the State of Delaware.

The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the Bylaws, as amended, a copy of which is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

Amended & Restated Change in Control Severance Program

On August 29, 2023, the Compensation Committee of the Board of Directors (the “Committee”) of the Company adopted amendments to the Company’s Amended and Restated Change in Control Severance Program (the “Program”). The amendments to the Program, among other things, reduced the multiplier applicable to cash severance payments in the event of a change in control and a qualifying termination for the Chief Executive Officer of the Company from 3.0x to 2.99x base salary. The multiplier for the Tier 1 and Tier 2 Participants, as those terms are defined in the Program, were unchanged and remain at 2.0x and 1.5x, respectively. The amendments to the Program result from the Committee’s periodic review of the Company’s executive compensation program, which includes consideration of shareholder feedback.

The foregoing description of the amendments to the Program is qualified in its entirety by reference to the Amended & Restated Change in Control Severance Program, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Director and Executive Officer Trading Arrangements

On June 2, 2023, Ryan D. Campbell, President, Worldwide Construction & Forestry and Power Systems adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c). The plan covers the exercise of 6,073 employee stock options and the related sale of such shares. The plan expires on May 31, 2024.None.

43

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 furnish copies of such instruments to the Commission 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 August(Exhibit 3.2 to Form 10-Q of registrant for the quarter ended July 30, 2023,

10.1

Amended & Restated Change in Control Severance Program of Deere & Company, effective August 29, 2023 Securities and Exchange Commission File Number 1-4121*)

31.1

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

31.2

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

32

Section 1350 Certifications (furnished herewith)

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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.

4438

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:

August 31, 2023February 29, 2024

By:

/s/ Joshua A. Jepsen

Joshua A. Jepsen
Senior Vice President and Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

4539