SEC Company Response from DEERE & CO (DE) (CIK 0000315189) (DE) — Oct 30, 2020
DEERE & CO (DE) (CIK 0000315189)
Date: Oct. 30, 2020 · CIK: 0000315189 · Accession: 0001104659-20-119934
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File numbers found in text: 001-04121
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CORRESP 1 filename1.htm Deere & Company Law Department One John Deere Place, Moline, IL 61265 USA Phone: 309-765-5161 Fax (309) 749-0085 or (309) 765-5892 Email: DaviesToddE@JohnDeere.com Todd E. Davies Corporate Secretary & Associate General Counsel 30 October 2020 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attention: Melissa Kindelan Senior Staff Accountant Eiko Yaoita Pyles Staff Accountant Subject: Deere & Company Form 10-Q for the Quarterly Period Ended August 2, 2020 Filed August 27, 2020 Commission File No. 001-04121 Dear Ms. Kindelan and Ms. Pyles: On behalf of Deere & Company, a Delaware corporation (“Deere” or the “Company”), set forth below is the Company’s response to the comment of the Division of Corporation Finance of the Securities and Exchange Commission, dated October 15, 2020, pertaining to the Company’s Form 10-Q for the quarterly period ended August 2, 2020. Comment: Form 10-Q for the Quarterly Period Ended August 2, 2020 Condensed Notes to Interim Consolidated Financial Statements (Unaudited) Note 21. Consolidating Data, page 42 We note your response to prior comment 1. We continue to believe that including the Financial Services segment using the equity method of accounting in your presentation of Equipment Operations is a tailored accounting principle under Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations. Please remove this presentation in future filings. Response: The Company will revise future filings, including the comparative periods in those filings, to remove the equity method of accounting presentation in the Supplemental Consolidating Schedules (Supplemental Schedules). 30 October 2020 Page 2 A preliminary version of the updated Supplemental Schedules is attached as Appendix 1. The final version that will be included with future filings will have explanatory notes for the elimination amounts. Should you have additional questions or comments concerning this response to your comment letter, please contact me at (309) 765-5161. Sincerely, /s/ Todd E. Davies Todd E. Davies Corporate Secretary 30 October 2020 Page 3 Deere & Company Appendix 1 Supplemental Income Statement (1 of 3) For the Nine Months Ended August 2, 2020 (In millions of dollars) Equipment Operations 1 Financial Services Eliminations Consolidated Net Sales and Revenues Net sales $ 22,612 $ 22,612 Finance and interest income 75 $ 2,720 $ (211 ) 2,584 Other income 597 196 (180 ) 613 Total 23,284 2,916 (391 ) 25,809 Costs and Expenses Cost of sales 17,208 (2 ) 17,206 Research and development expenses 1,201 1,201 Selling, administrative and general expenses 1,989 483 (5 ) 2,467 Interest expense 237 747 (15 ) 969 Interest compensation to Financial Services 195 (195 ) Other operating expenses 186 1,187 (174 ) 1,199 Total 21,016 2,417 (391 ) 23,042 Income before Income Taxes 2,268 499 2,767 Provision for income taxes 632 120 752 Income after Income Taxes 1,636 379 2,015 Equity in income (loss) of unconsolidated affiliates (22 ) 2 (20 ) Net Income 1,614 381 1,995 Less: Net income attributable to noncontrolling interests 2 2 Net Income Attributable to Deere & Company $ 1,612 $ 381 $ 1,993 1 - The equipment operations represents the enterprise without financial services. Includes the company’s agriculture and turf operations, construction and forestry operations, and other corporate assets, liabilities, revenues and expenses not reflected within financial services. 30 October 2020 Page 4 Deere & Company Appendix 1 Supplemental Balance Sheet (2 of 3) As of August 2, 2020 (In millions of dollars) Equipment Operations 1 Financial Services Eliminations Consolidated ASSETS Cash and cash equivalents $ 7,440 $ 750 $ 8,190 Marketable securities 8 632 640 Receivables from unconsolidated subsidiaries and affiliates 3,619 $ (3,593 ) 26 Trade accounts and notes receivable - net 1,251 5,595 (1,373 ) 5,473 Financing receivables - net 111 27,703 27,814 Financing receivables securitized - net 37 5,432 5,469 Other receivables 1,083 162 (28 ) 1,217 Equipment on operating leases - net 7,158 7,158 Inventories 5,650 5,650 Property and equipment - net 5,711 43 5,754 Investments in unconsolidated affiliates 180 19 199 Goodwill 2,984 2,984 Other intangible assets - net 1,301 1,301 Retirement benefits 972 59 1,031 Deferred income taxes 1,865 56 (387 ) 1,534 Other assets 1,566 1,260 (2 ) 2,824 Total Assets $ 33,778 $ 48,869 $ (5,383 ) $ 77,264 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES Short-term borrowings $ 853 $ 8,222 $ 9,075 Short-term securitization borrowings 37 5,324 5,361 Payables to unconsolidated subsidiaries and affiliates 80 3,593 $ (3,593 ) 80 Accounts payable and accrued expenses 8,834 2,134 (1,403 ) 9,565 Deferred income taxes 398 468 (387 ) 479 Long-term borrowings 10,217 23,820 34,037 Retirement benefits and other liabilities 5,671 105 5,776 Total liabilities 26,090 43,666 (5,383 ) 64,373 Commitments and contingencies STOCKHOLDERS’ EQUITY Total Deere & Company stockholders’ equity 12,888 5,203 (5,203 ) 12,888 Noncontrolling interests 3 3 Financial Services equity (5,203 ) 5,203 Adjusted total stockholders’ equity 7,688 5,203 12,891 Total Liabilities and Stockholders’ Equity $ 33,778 $ 48,869 $ (5,383 ) $ 77,264 1 - The equipment operations represents the enterprise without financial services. Includes the company’s agriculture and turf operations, construction and forestry operations, and other corporate assets, liabilities, revenues and expenses not reflected within financial services. 30 October 2020 Page 5 Deere & Company Appendix 1 Supplemental Statement of Cash Flows (3 of 3) For the Nine Months Ended August 2, 2020 (In millions of dollars) Equipment Operations 1 Financial Services Eliminations Consolidated Cash Flows from Operating Activities Net income $ 1,614 $ 381 $ 1,995 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 6 117 123 Provision for depreciation and amortization 787 925 $ (98 ) 1,614 Impairment charges 115 32 147 Share-based compensation expense 63 63 Undistributed earnings of unconsolidated affiliates - 2 257 (1 ) (261 ) (5 ) Credit for deferred income taxes (57 ) (103 ) (160 ) Changes in assets and liabilities: Trade receivables and Equipment Operations’ financing receivables 116 510 626 Inventories 387 (388 ) (1 ) Accounts payable and accrued expenses (567 ) (38 ) 33 (572 ) Accrued income taxes payable/receivable (25 ) 29 4 Retirement benefits 77 11 88 Other 145 89 (99 ) 135 Net cash provided by operating activities 2,855 1,442 (240 ) 4,057 Cash Flows from Investing Activities Collections of receivables (excluding trade and wholesale) 14,352 (1,115 ) 13,237 Proceeds from maturities and sales of marketable securities 70 70 Proceeds from sales of equipment on operating leases 1,310 1,310 Cost of receivables acquired (excluding trade and wholesale) (15,367 ) 918 (14,449 ) Purchases of marketable securities (91 ) (91 ) Purchases of property and equipment (591 ) (3 ) (594 ) Cost of equipment on operating leases acquired (1,836 ) 524 (1,312 ) Decrease in trade and wholesale receivables 423 (423 ) Collateral on derivatives - net (6 ) 330 324 Other (55 ) (46 ) 89 (12 ) Net cash used for investing activities (652 ) (858 ) (7 ) (1,517 ) Cash Flows from Financing Activities Increase (decrease) in total short-term borrowings (32 ) 202 170 Change in intercompany receivables/payables (1,468 ) 1,468 Proceeds from long-term borrowings 4,592 3,739 8,331 Payments of long-term borrowings (179 ) (5,618 ) (5,797 ) Proceeds from issuance of common stock 111 111 Repurchases of common stock (263 ) (263 ) Dividends paid (718 ) (260 ) 260 (718 ) Other (86 ) (11 ) (13 ) (110 ) Net cash provided by (used for) financing activities 1,957 (480 ) $ 247 1,724 Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash 95 (15 ) 80 Net Increase in Cash, Cash Equivalents, and Restricted Cash 4,255 89 4,344 Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 3,196 760 3,956 Cash, Cash Equivalents, and Restricted Cash at End of Period $ 7,451 $ 849 $ 8,300 1 - The equipment operations represents the enterprise without financial services. Includes the company’s agriculture and turf operations, construction and forestry operations, and other corporate assets, liabilities, revenues and expenses not reflected within financial services. 2 - The equipment operations net cash provided by operating activities includes dividends received from financial services that are eliminated in consolidation.