-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZUxhaKXDgAAAfwQs5vgF7s64KIuUlt+cs6bD6V6ej6G3FG9AqgaQSAWwgfFXMWOW uMD+JzLzj8CCxmCuXbS1Rw== 0000912057-95-002857.txt : 19950503 0000912057-95-002857.hdr.sgml : 19950503 ACCESSION NUMBER: 0000912057-95-002857 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19941031 FILED AS OF DATE: 19950428 SROS: MSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEERE & CO CENTRAL INDEX KEY: 0000315189 STANDARD INDUSTRIAL CLASSIFICATION: 3523 IRS NUMBER: 362382580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-04121 FILM NUMBER: 95532482 BUSINESS ADDRESS: STREET 1: JOHN DEERE RD CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097658000 10-K405/A 1 10K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A --------------- AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 1994 Commission file number 1-4121 DEERE & COMPANY (Exact name of registrant as specified in its charter) DELAWARE 36-2382580 (State of incorporation) (IRS Employer Identification No.) JOHN DEERE ROAD, MOLINE, ILLINOIS 61265 (309) 765-8000 (Address of principal executive offices) (Zip Code) (Telephone Number) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED Common stock, $1 par value New York Stock Exchange Chicago Stock Exchange Frankfurt, Germany Stock Exchange 5-1/2% Convertible Subordinated Debentures Due 2001 New York Stock Exchange 8-1/4% Notes Due 1996 New York Stock Exchange 9-1/8% Notes Due 1996 New York Stock Exchange 8.95% Debentures Due 2019 New York Stock Exchange 8-1/2% Debentures Due 2022 New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE 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 X No___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate quoted market price of voting stock of registrant held by nonaffiliates at December 31, 1993 was $5,717,820,664. At December 31, 1994, 86,496,272 shares of common stock, $1 par value, of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE. Portions of the proxy statement for the annual meeting of stockholders to be held on February 22, 1995 are incorporated by reference in Part III. ----------------------------------------------------------------------- ----------------------------------------------------------------------- Page 1 of 47 Index to Exhibits on Page 3 Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the undersigned registrant (the "Registrant") hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended October 31, 1994 to include the information and financial statements required by Form 11-K with respect to The John Deere Savings and Investment Plan and The John Deere Tax Deferred Savings Plan For Hourly and Incentive Paid Employees (the "Plans") for the year ended October 31, 1994 as set forth in the pages attached hereto: Index to Exhibits and Exhibits revised to add Exhibits 23.2, 23.3, 99.3 and 99.4, copies of which are attached, consisting of the Consents of the Independent Auditors, Independent Auditors' Report, and the Audited Financial Statements, Notes to Financial Statements, and Supplemental Schedules of the Plans. Page 2 of 47 INDEX TO EXHIBITS EXHIBIT 3.1 Certificate of incorporation as amended (Exhibit 3.1 to Form 10-Q of registrant for the period ended April 30, 1993*) 3.2 Certificate of Designation Preferences and Rights of Series A Participating Preferred Stock (Exhibit 3.2 to Form 10-Q of registrant for the period ended April 30, 1993*) 3.3 By-laws, as amended *** 4.1 Indenture dated February 15, 1991 between registrant and Citibank, N.A., as Trustee. (Exhibit 4.1 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.2 Credit agreements among registrant, John Deere Capital Corporation, various financial institutions, and Chemical Bank and Deutsche Bank, as Managing Agents, dated as of December 15, 1993 (Exhibit 4.1 to 1993 Form 10-K of John Deere Capital Corporation, Commission file no. 1- 6458*) 4.3 Revolving evergreen credit facility REF loan agreement among John Deere Limited, John Deere Finance Limited with a number of banks dated March 26, 1993 and REF linked credit agreement among registrant, John Deere Capital Corporation and a number of banks dated as of March 26, 1993. (Exhibit 4.3 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.4 Form common stock certificates (Exhibit 4.4 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.5 Rights Agreement dated as of December 9, 1987 as amended between registrant and Morgan Shareholder Services Trust Company (Exhibit 4.5 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.6 First Amendment to Rights Agreement, dated as of February 28, 1990 between registrant and First Chicago Trust Co. of New York (Exhibit 4.6 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.7 Second Amendment to Rights Agreement, dated as of March 1, 1991 between registrant and First Chicago Trust Co. of New York (Exhibit 4.7 to Form 10-Q of registrant for the quarter ended April 30, 1993*) Certain instruments relating to long-term debt constituting less than 10% of the registrant's total assets, are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will file copies of such instruments upon request of the Commission. Page 3 of 47 EXHIBIT 9. Not applicable 10.1 Agreement dated May 11, 1993 between registrant and John Deere Capital Corporation concerning agricultural retail notes (Exhibit 10.1 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.2 Agreement dated May 11, 1993 between registrant and John Deere Capital Corporation relating to lawn and grounds care retail notes (Exhibit 10.2 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.3 Agreement dated May 11, 1993 between John Deere Industrial Equipment Company, a wholly-owned subsidiary of registrant and John Deere Capital Corporation concerning industrial retail notes (Exhibit 10.3 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.4 Agreement dated January 26, 1983 between registrant and John Deere Capital Corporation relating to agreements on retail notes with United States sales branches (Exhibit 10.4 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.5 John Deere Supplemental Pension Benefit Plan, as amended May 26, 1993. (Exhibit 10.5 to Form 10-Q of registrant for the quarter ended April 30, 1993*)** 10.6 1981 John Deere Incentive Stock Option Plan (Exhibit 10.6 to Form 10-Q of registrant for the quarter ended April 30, 1993*)** 10.7 1986 John Deere Stock Option Plan (Exhibit 10.7 to Form 10-Q of registrant for the quarter ended April 30, 1993*)** 10.8 1991 John Deere Stock Option Plan (Exhibit 10.8 to Form 10-Q of registrant for the quarter ended April 30, 1993*)** 10.9 Deere & Company Voluntary Deferred Compensation Plan (Exhibit 10.9 to Form 10-Q of registrant for the quarter ended April 30, 1993*)** 10.10 John Deere Restricted Stock Plan (Exhibit 10.10 to Form 10-Q of registrant for the quarter ended April 30, 1993*)** 10.11 1993 Nonemployee Director Stock Ownership Plan (Exhibit to Notice and Proxy Statement of registrant for the annual shareholder meeting on February 24, 1993*)** 10.12 John Deere Performance Bonus Plan (Exhibit A to Notice and Proxy Statement of registrant for the annual shareholder meeting on February 22, 1995*)** Page 4 of 47 EXHIBIT Page 10.13 John Deere Equity Incentive Plan (Exhibit B to Notice and Proxy Statement of registrant for the annual shareholder meeting on February 22, 1995*)** 11. Computation of net income per share*** 12. Computation of ratio of earnings to fixed charges*** 13. Not applicable 16. Not applicable 18. Not applicable 21. Subsidiaries*** 22. Not applicable 23.1 Consent of Deloitte & Touche with respect to the Independent Audit Report for the October 31, 1994 financial statements of Deere & Company*** 23.2 Consent of Deloitte & Touche with respect to the Independent Audit 8 Report for The John Deere Savings and Investment Plan 23.3 Consent of Deloitte & Touche with respect to the Independent Audit 9 Report for the John Deere Tax Deferred Savings Plan For Hourly and Incentive Paid Employees 24. Not applicable 27. Financial Data Schedule*** 28. Not applicable 99.1 Press Release dated December 9, 1987 announcing adoption of Shareholder Rights Plan (Exhibit 99.1 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 99.2 Form of Letter to Shareholders dated December 10, 1987 describing Shareholder Rights Plan (Exhibit 99.2 to Form 10-Q of registrant for the quarter ended April 30, 1993*) Page 5 of 47 EXHIBIT Page 99.3 John Deere Savings And Investment Plan 10 Independent Auditors' Report Statements of Net Assets Available For Benefits as of October 31, 1994 and 1993 Statements of Changes in Net Assets Available For Benefits for the years ended October 31, 1994 and 1993 Notes to Financial Statements Supplemental Schedules 99.4 John Deere Tax Deferred Savings Plan For Hourly And Incentive Paid 30 Employees Independent Auditors' Report Statements of Net Assets Available For Benefits as of October 31, 1994 and 1993 Statements of Changes in Net Assets Available For Benefits for the years ended October 31, 1994 and 1993 Notes to Financial Statements Supplemental Schedules *Incorporated by reference. Copies of these exhibits are available from the Company upon request. **Compensation plan or arrangement filed as an exhibit pursuant to Item 14(c) of Form 10-K. ***Copies of these exhibits were filed with the Commission with the original Annual Report of the Company on Form 10-K for the fiscal year ended October 31, 1994. Page 6 of 47 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. DEERE & COMPANY By: /s/ M. S. Plunkett -------------------- M. S. Plunkett Senior Vice President Date: APRIL 25, 1995 Page 7 of 47 EX-23.2 2 FOR SAVINGS AND INVESTMENT PLAN Exhibit 23.2 DELOITTE & TOUCHE LLP Two Prudential Plaza 180 North Stetson Avenue Chicago, Illinois 60601-6779 INDEPENDENT AUDITORS' CONSENT Deere & Company: We consent to the incorporation by reference in Registration Statements No. 2- 76637, 2-90384, 33-55551, 33-24397, 33-49762, 33-55549 and 33-49740 of Deere & Company on Form S-8 of our report dated April 17, 1995 relating to the John Deere Savings and Investment Plan, appearing in this Annual Report on Form 10-K of Deere & Company for the year ended October 31, 1994. /s/ DELOITTE & TOUCHE LLP - - ------------------------- DELOITTE & TOUCHE LLP Chicago, Illinois April 17, 1995 Page 8 of 47 EX-23.3 3 FOR TAX DEFERRED SAVINGS PLAN Exhibit 23.3 DELOITTE & TOUCHE LLP Two Prudential Plaza 180 North Stetson Avenue Chicago, Illinois 60601-6779 INDEPENDENT AUDITORS' CONSENT Deere & Company: We consent to the incorporation by reference in Registration Statements No. 33- 15949 and 33-49740 of Deere & Company on Form S-8 of our report dated April 17, 1995 relating to the John Deere Tax Deferred Savings Plan for Hourly and Incentive Paid Employees, appearing in this Annual Report on Form 10-K of Deere & Company for the year ended October 31, 1994. /s/ DELOITTE & TOUCHE LLP - - ------------------------- DELOITTE & TOUCHE LLP Chicago, Illinois April 17, 1995 Page 9 of 47 EX-99.3 4 INVESTMENT PLAN Exhibit 99.3 JOHN DEERE SAVINGS AND INVESTMENT PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 1994 AND 1993 AND SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED OCTOBER 31, 1994 AND INDEPENDENT AUDITORS' REPORT * * * * * * * * * * * * Page 10 of 47 JOHN DEERE SAVINGS AND INVESTMENT PLAN TABLE OF CONTENTS Page ---- Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . 2 Financial Statements for the Years Ended October 31, 1994 and 1993: Statements of Net Assets Available for Benefits. . . . . . . . 3 Statements of Changes in Net Assets Available for Benefits . . . . . . . . . . . . . . . . . . . . . . . . 4 Notes to Financial Statements. . . . . . . . . . . . . . . . . 5 Supplemental Schedules:. . . . . . . . . . . . . . . . . . . . 14 Item 27a - Schedule of Assets Held for Investment Purposes at October 31, 1994 Item 27d - Schedule of Reportable Transactions for the Year Ended October 31, 1994 Supplemental Schedules Omitted As Not Applicable: Item 27a - Schedule of Assets Held for Investment Purposes (Investment Assets Which Were Acquired and Disposed of Within the Plan Year) Item 27b - Schedule of Loans or Fixed Income Obligations Item 27c - Schedule of Leases in Default or Classified as Uncollectible Item 27e - Schedule of Nonexempt Transactions Page 11 of 47 Deloitte & Touche LLP Two Prudential Plaza Telephone: (312) 946-3000 180 North Stetson Avenue Facsimile: (312) 946-2600 Chicago, Illinois 60601-6779 INDEPENDENT AUDITORS' REPORT Deere & Company: We have audited the accompanying statements of net assets available for benefits of the John Deere Savings and Investment Plan as of October 31, 1994 and 1993 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of October 31, 1994 and 1993 and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 5 to the financial statements, in 1993 the Plan changed its accounting for benefits payable to participants who have withdrawn from participation from the Plan. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed on page 1 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in the audits of the basic 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1994 financial statements taken as a whole. Deloitte & Touche LLP Chicago, Illinois April 17, 1995 Page 12 of 47 JOHN DEERE SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS OCTOBER 31, 1994 AND 1993 (IN THOUSANDS OF DOLLARS)
- - -------------------------------------------------------------------------------- 1994 1993 ASSETS ---- ---- Investments - at fair value: Deere & Company Common Stock Fund $ 51,645 $ 32,597 Blended Interest Fund 297,558 306,489 Fixed Interest Fund 1,777 Fidelity U.S. Equity Index Portfolio 79,684 84,173 Fidelity Puritan Fund 41,000 31,479 Fidelity Intermediate Bond Fund 1,511 1,335 Fidelity Magellan Fund 88,044 74,603 Fidelity Overseas Equity Fund 20,468 11,238 Fidelity Retirement Money Market Portfolio 4,766 4,770 Fidelity Equity Income Fund 2,216 Fidelity Growth Company Fund 2,886 Fidelity OTC Portfolio 2,091 Fidelity Asset Manager Fund 8,343 Fidelity Asset Manager: Growth Fund 12,188 Fidelity Asset Manager: Income Fund 1,721 Fidelity U.S. Government Reserve Pool 27,637 14,322 Loans to participants 17,048 15,930 -------- -------- Total 658,806 578,713 Due from brokers 677 -------- -------- Total Assets 658,806 579,390 -------- -------- LIABILITIES Due to brokers 366 -------- -------- Net Assets Available for Benefits $658,440 $579,390 -------- -------- -------- -------- - - --------------------------------------------------------------------------------
See Notes to Financial Statements. Page 13 of 47 JOHN DEERE SAVINGS AND INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED OCTOBER 31, 1994 AND 1993 (IN THOUSANDS OF DOLLARS)
- - -------------------------------------------------------------------------------- Year Ended Year Ended October 31, 1994 October 31, 1993 ---------------- ---------------- ADDITIONS Investment income: Dividends $ 15,187 $ 11,079 Interest 23,584 24,487 --------- --------- Total 38,771 35,566 --------- --------- Net appreciation (depreciation) in fair value of investments (9,920) 41,270 --------- --------- Contributions: Employee 45,643 42,429 Employer 11,159 7,322 --------- --------- Total 56,802 49,751 --------- --------- Total 85,653 126,587 --------- --------- DEDUCTIONS Withdrawals 6,418 8,847 Loan cancellations 185 241 --------- --------- Total 6,603 9,088 --------- --------- Excess of additions over deductions 79,050 117,499 Net Assets Available for Benefits: Beginning of year 579,390 461,891 --------- --------- End of year $658,440 $579,390 --------- --------- --------- --------- - - --------------------------------------------------------------------------------
See Notes to Financial Statements. Page 14 of 47 JOHN DEERE SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 1994 AND 1993 - - -------------------------------------------------------------------------------- (1) DESCRIPTION OF PLAN The following is a general description of the John Deere Savings and Investment Plan (the Plan). This description applies to each of the years for which financial statements are presented. For a more complete description of the Plan's provisions, participants should refer to the Plan agreement. GENERAL The Plan was established July 1, 1984 by Deere & Company (the Company) for eligible employees of the Company and its subsidiaries. The purpose of the Plan is to encourage those employees to provide for their financial security through regular savings and to assist them through matching contributions from the Company's profits. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Expenses of the Plan are paid by the Company. ELIGIBILITY Employees are eligible to participate in the Plan if they are salaried employees on the United States payrolls of the Company or its participating subsidiaries. CONTRIBUTIONS An eligible employee may elect to enter into a written Salary Deferral Agreement (the Agreement) with the Company and agree to accept a reduction in compensation equal to any whole percentage of such compensation per payroll period, not to exceed 15 percent, up to a maximum amount established by the Internal Revenue Service. The maximum amount for the 1994 calendar year was $9,240. Employees may amend or revoke their Agreements as of the first day of any payroll period by completing a form established for that purpose. An amendment or revocation becomes effective with the first payroll period of the calendar month following receipt of the form by the administrator of the Plan. The Company's matching contributions to the Plan, which are made on a calendar-year basis, are determined by multiplying the participating employee's salary deferrals, up to a maximum of six percent of the employee's earnings, by a percentage determined in accordance with the Plan agreement. This percentage is based on the profitability of the Page 15 of 47 Company in the preceding fiscal year ended October 31. The percentages applicable to the 1994 and 1993 calendar years were 45 percent and 30 percent respectively. Contributions are sent to the Plan Trustee on each payroll period ending date, or the last working day prior to that date if the latter is an unscheduled working day. Contributions are invested by the Trustee in the appropriate funds as soon as practicable following receipt. Monies may be held and invested by the Trustee in short-term investment funds until designated investments have been purchased. Each participant's account is credited with contributions by the participant together with earnings allocated daily among participants based on the ratio of their respective account balances as of the preceding day. Participants are immediately vested in their contributions plus allocated earnings and Company matching contributions. The salary deferrals and Company contributions are considered tax deferred under sections 401(a) and 401(k) of the Internal Revenue Code. FUND ELECTIONS Eligible employees enrolled in the Plan may elect to invest a percentage of their contributions, together with the matching contribution by the Company, in one or more funds in multiples of 10 percent. A description of the primary investments in each fund follows: The Deere & Company Common Stock Fund is invested in common stock of the Company. The Blended Interest Fund is invested in investment contracts issued by banks and insurance companies. The Fixed Interest Fund is invested in zero coupon bonds and high- quality fixed interest investments. The Fidelity U.S. Equity Index Portfolio is invested in the common stocks of the 500 companies that make up the Standard & Poor's 500 Stock Index. The Fidelity Puritan Fund is invested in dividend-paying common stocks, preferred stocks and bonds of all types and qualities paying interest. The Fidelity Intermediate Bond Fund is invested in bonds rated BBB or better with an average maturity of between three and ten years. The Fidelity Magellan Fund is invested in a wide range of U.S. and foreign common stocks of all types of companies with growth potential. Page 16 of 47 The Fidelity Overseas Equity Fund is invested in securities of companies located in the Americas (other than the U. S.), the Far East and Pacific Basin, and Western Europe. The Fidelity Retirement Money Market Portfolio is invested in debt instruments maturing in one year or less, including high-quality commercial paper, certificates of deposit, repurchase agreements and bankers' acceptances. The Fidelity Equity Income Fund is invested in income-producing equity securities and seeks to exceed the yield of common stocks of the 500 companies that make up the Standard & Poor's Stock Index. The Fidelity Growth Company Fund is invested primarily in common stocks and convertibles of emerging growth companies. The Fidelity OTC Portfolio is invested primarily in common stocks of smaller companies that are traded in the over-the-counter securities market. The Fidelity Asset Manager Fund is invested in stocks, bonds and short- term instruments. The Fidelity Asset Manager: Growth Fund is invested in a higher level of income-producing equity securities and seeks to exceed the yield of common stocks of the 500 companies that make up the Standard & Poor's 500 Stock Index. The Fidelity Asset Manager: Income Fund is invested in stocks, bonds, short-term instruments and other investments. A listing of the funds and the number of participants in each fund at October 31, 1994 and 1993 follows. The number of participants shown below includes both active participants and former employees who have elected deferred distributions. Name of Fund Number of Participants ------------ ---------------------- 1994 1993 ---- ---- Deere & Company Common Stock Fund 4,252 3,703 Blended Interest Fund 9,113 9,641 Fixed Interest Fund 109 Fidelity U.S. Equity Index Portfolio 4,093 4,446 Fidelity Puritan Fund 3,239 2,773 Fidelity Intermediate Bond Fund 307 223 Fidelity Magellan Fund 5,142 4,444 Fidelity Overseas Equity Fund 1,881 942 Fidelity Retirement Money Market Portfolio 534 575 Fidelity Equity Income Fund 290 Fidelity Growth Company Fund 453 Fidelity OTC Portfolio 346 Page 17 of 47 Fidelity Asset Manager Fund 716 Fidelity Asset Manager: Growth Fund 966 Fidelity Asset Manager: Income Fund 174 LOANS Employees who participate in the Plan are eligible to borrow against the balances in their accounts. Loans must amount to at least $1,000 and are limited to the lesser of $50,000 (reduced by the participant's highest outstanding loan balance during the immediately preceding one year period) or 50 percent of their account balances on the effective dates of the loans, may not exceed 54 months in duration and are disbursed to applicants monthly. Repayment is intended to be made via semi-monthly payroll deductions. Interest is assessed at a rate which is determined after reviewing the published prime interest rate, the 5-year consumers' savings rate and the current yield of the Blended Interest Fund. Loans outstanding at October 31, 1994 have maturities ranging from November 1994 through October 1999 and bear interest at rates ranging from 7.0 percent to 11.0 percent per annum. There are no loans in default. DISTRIBUTIONS All distributions under the Plan are lump-sum. Distributions are not permitted while the participants are employed by the Company unless a distribution is required to meet legal requirements. Participants who have terminated employment with the Company or retired may elect an immediate distribution or may defer this distribution up to age 70 1/2. The beneficiary of a participant who died may elect a deferred distribution payable not later than five years after the participant's death. Distributions from the Deere & Company Common Stock Fund may be in cash or whole shares and residual cash. Distributions from all of the other funds are in cash. ADMINISTRATION The Company is Administrator of the Plan. Fidelity Management Trust Company (Fidelity), Boston, Massachusetts, is the Plan Trustee, Investment Manager and Recordkeeper. (2) AMENDMENTS Effective May 1, 1992, the Plan was amended to permit participation by eligible salaried employees of Funk Manufacturing Company (Funk), a subsidiary of the Company. Previously, Funk maintained the Funk Savings Plan which covered certain salaried and hourly employees. As of May 1, 1992, the Funk Savings Plan was split into two separate plans: (a) the Funk Savings Plan for Salaried Employees and (b) the Funk Savings Plan for Hourly Employees. Following adoption of the Plan by Funk and its approval for merger of the Funk Savings Plan for Salaried Employees with the Plan, the assets and liabilities of the salaried employees participating in the Funk Savings Plan for Salaried Employees were transferred into the Plan. Page 18 of 47 As of January 1, 1993, the Plan was amended to allow participants to invest their contributions in two additional Fidelity mutual funds - the Fidelity Intermediate Bond Fund and the Fidelity Overseas Equity Fund. Effective January 1, 1994, the Plan was amended again to allow participants to invest their contributions in six additional investment funds. The new investment options are: Fidelity Equity Income Fund Fidelity Growth Company Fund Fidelity OTC Portfolio Fidelity Asset Manager Fund Fidelity Asset Manager: Growth Fund Fidelity Asset Manager: Income Fund Also, due to the lack of participation in the Fixed Interest Fund since the original offering in February 1991, the Plan Administrator has discontinued that investment option. The zero coupon bond, which represented the assets of the fund, matured on February 1, 1994. Effective March 1, 1994, the one year of service eligibility requirement to participate in the Plan was removed. Employees who desire to participate may do so in the month following employment. (3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Plan's financial statements have been prepared on the accrual basis. Investments in the Deere & Company Common Stock Fund, are stated at fair value based on the closing sales prices reported on recognized securities exchanges on the last business day of the year. The twelve Fidelity mutual funds are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The fixed rate bank and investment contracts and short-term investment funds are stated at cost plus accrued interest, which approximates fair value. Loans to participants are stated at cost plus accrued interest which approximates fair value. Interest on bank and insurance contracts and short-term investment funds is accrued daily and credited to the funds at the end of each month. Dividends are accrued in the Deere & Company Common Stock Fund as of the record date and are reflected as an increase in the fund's net asset value on that day but are reported separately as dividends. Dividends in other funds are recorded on the day that they are declared (which is also the date of record) and are allocated to participants' accounts on that day. Earnings, including unrealized appreciation or depreciation in market value of investments, are allocated daily among participants based on the ratio of their respective account balances as of the close of the preceding day. Page 19 of 47 (4) BY FUND DISCLOSURE Contributions, withdrawals, investment income and net appreciation (depreciation) in fair value of investments are provided by fund for the years ended October 31, 1994 and 1993 (in thousands of dollars):
Employee and Employer Contributions: 1994 1993 ---- ---- Deere & Company Common Stock Fund $ 1,854 $ 1,765 Blended Interest Fund 26,093 27,405 Fixed Interest Fund -- -- Fidelity U.S. Equity Index Portfolio 7,111 7,958 Fidelity Puritan Fund 4,827 3,459 Fidelity Intermediate Bond Fund 258 91 Fidelity Magellan Fund 10,696 7,899 Fidelity Overseas Equity Fund 2,102 465 Fidelity Retirement Money Market Portfolio 655 709 Fidelity Equity Income Fund 213 -- Fidelity Growth Company Fund 377 -- Fidelity OTC Portfolio 205 -- Fidelity Asset Manager Fund 884 -- Fidelity Asset Manager: Growth Fund 1,381 -- Fidelity Asset Manager: Income Fund 146 -- -------- -------- Total contributions $ 56,802 $ 49,751 -------- -------- -------- -------- Withdrawals: 1994 1993 ---- ---- Deere & Company Common Stock Fund $ 353 $ 382 Blended Interest Fund 3,436 6,134 Fixed Interest Fund -- 8 Fidelity U.S. Equity Index Portfolio 722 1,303 Fidelity Puritan Fund 359 87 Fidelity Intermediate Bond Fund -- -- Fidelity Magellan Fund 818 753 Fidelity Overseas Equity Fund 93 2 Fidelity Retirement Money Market Portfolio 332 178 Fidelity Equity Income Fund 17 -- Fidelity Growth Company Fund 1 -- Fidelity OTC Portfolio 1 -- Fidelity Asset Manager Fund 145 -- Fidelity Asset Manager: Growth Fund 79 -- Fidelity Asset Manager: Income Fund 62 -- Loan Fund 185 241 -------- -------- Total withdrawals $ 6,603 $ 9,088 -------- --------- -------- --------- Page 20 of 47 Investment Income: 1994 1993 -------- -------- Deere & Company Common Stock Fund $ 453 $ 42 Blended Interest Fund 23,011 23,813 Fixed Interest Fund - - Fidelity U.S. Equity Index Portfolio 3,168 2,764 Fidelity Puritan Fund 3,505 3,011 Fidelity Intermediate Bond Fund 115 47 Fidelity Magellan Fund 7,785 5,727 Fidelity Overseas Equity Fund 210 8 Fidelity Retirement Money Market Portfolio 181 154 Fidelity Equity Income Fund 72 - Fidelity Growth Company Fund 6 - Fidelity OTC Portfolio 3 - Fidelity Asset Manager Fund 189 - Fidelity Asset Manager: Growth Fund 19 - Fidelity Asset Manager: Income Fund 54 - -------- -------- Total investment income $ 38,771 $ 35,566 -------- -------- -------- -------- Net appreciation (depreciation) in 1994 1993 fair value of investments: ------- ------- Deere & Company Common Stock Fund $ (2,300) $ 21,362 Blended Interest Fund - - Fixed Interest Fund 17 75 Fidelity U.S. Equity Index Portfolio (268) 8,360 Fidelity Puritan Fund (1,526) 1,871 Fidelity Intermediate Bond Fund (150) 30 Fidelity Magellan Fund (5,816) 8,516 Fidelity Overseas Equity Fund 1,021 1,056 Fidelity Retirement Money Market Portfolio - - Fidelity Equity Income Fund (28) - Fidelity Growth Company Fund 29 - Fidelity OTC Portfolio 1 - Fidelity Asset Manager Fund (505) - Fidelity Asset Manager: Growth Fund (327) - Fidelity Asset Manager: Income Fund (68) - -------- -------- Net appreciation (depreciation) in fair value of investments $ (9,920) $ 41,270 -------- -------- -------- --------
Page 21 of 47 (5) BENEFITS PAYABLE TO TERMINATED EMPLOYEES In 1993, the Company changed its method of accounting for benefits payable to terminated employees to conform with recently issued guidance for accounting and reporting for defined contribution plans as promulgated by the 1993 AICPA Audit and Accounting Guide - "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than recorded as a liability of the Plan. Amounts payable to such participants, included in net assets available for benefits at October 31, 1994 and 1993 were $1,906,529 and $192,035, respectively. (6) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 (in thousands of dollars):
October 31, 1994 ---------------- Net assets available for benefits per the financial statements $658,440 Amounts allocated to withdrawing participants 1,907 -------- Net assets available for benefits per the Form 5500 $656,533 -------- --------
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 (in thousands of dollars):
Year Ended October 31, 1994 ---------------- Benefits paid to participants per the financial statements $6,603 Add: Amounts allocated to withdrawing participants at October 31, 1994 1,907 ------- Benefits paid to participants per the Form 5500 $8,510 ------- -------
Page 22 of 47 (7) TAX STATUS The Internal Revenue Service has issued a determination letter dated March 10, 1987 indicating that the Plan is qualified under the Internal Revenue Code. The Plan has been amended since receiving this determination letter. The Plan's management believes the Plan is currently designed and being operated in accordance with applicable rules and regulations of the Internal Revenue Code and, thus, is exempt from federal income taxes. Employees participating in the Plan are subject to federal income taxes on the balances in their accounts for the calendar year in which distributions are made by the Trustee. (8) PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right to discontinue contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of termination of the Plan, account balances would be distributed to participants. Page 23 of 47 SUPPLEMENTAL SCHEDULES Page 24 of 47 JOHN DEERE SAVINGS AND INVESTMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT OCTOBER 31, 1994
(000's Omitted) Shares/ Units Cost Market ------- -------- -------- Deere & Company Common Stock Fund 721,013 $ 54,113 $ 51,645 -------- -------- Blended Interest Fund Fixed rate bank and investment contracts with: Metropolitan Life Insurance Company at 9.75%, Maturing on June 30, 1995 6,887 6,887 6,887 Allstate Insurance Company at 8.54%, Maturing 50% on December 30, 1994 and 50% on April 30, 1995 7,882 7,882 7,882 Confederation Life Insurance Company at 9.19%, Maturing on December 31, 1994 8,409 8,409 8,409 Principal Mutual Life Insurance Company at 9.36%, Maturing on March 31, 1995 7,766 7,766 7,766 Aetna Life Insurance Company at 8.80%, Maturing 50% on June 3, 1996 and 50% on July 1, 1996 10,399 10,399 10,399 Aetna Life Insurance Company at 7.49%, Maturing 50% on February 1, 1996 and 50% on April 1, 1996 21,063 21,063 21,063 Peoples Security Life at 8.60%, Maturing 50% on March 1, 1996 and 50% on May 1, 1996 19,087 19,087 19,087 Sun Life of Canada at 7.62%, Maturing 50% on June 1, 1996 and 50% on September 1, 1996 22,392 22,392 22,392 Sun Life of Canada at 8.70%, Maturing 50% on June 1, 1996 and 50% on July 1, 1996 9,805 9,805 9,805
Page 25 of 47
(000's Omitted) Shares/ Units Cost Market ------- -------- -------- Hartford Life Insurance Company at 8.45%, Maturing 50% on August 1, 1995 and 50% on December 31, 1995 15,254 15,254 15,254 Massachusetts Mutual Life Insurance Company at 9.02%, Maturing on October 2, 1995 13,475 13,475 13,475 Provident National Assurance Company, at 7.10%, Maturing 50% on October 1, 1996 and 50% on November 1, 1996 12,072 12,072 12,072 Prudential Insurance Company of America, at 7.61%, Maturing on February 1, 1997 9,657 9,657 9,657 Provident National Assurance Company, at 7.68%, Maturing 50% on November 1, 1996 and 50% on April 1, 1997 13,067 13,067 13,067 Lincoln National Life Insurance Company, at 6.34%, Maturing 50% on March 1, 1997 and 50% on May 1, 1997 9,141 9,141 9,141 Bankers Trust Company, at 5.36%, Maturing on June 25, 1996 8,111 8,111 8,111 CIGNA, at 7.91%, Open maturity 15,184 15,184 15,184 Confederation Life Insurance Company at 6.27%, Maturing December 31, 1997 5,205 5,205 5,205 Sun Life of Canada at 6.07%, Maturing September 1, 1997 5,527 5,527 5,527 Lincoln National Life Insurance Company at 6.17%, Maturing 50% on September 1, 1997 and 50% on December 31, 1997 8,851 8,851 8,851 Pacific Mutual Life Insurance Company at 5.67%, Maturing 50% on June 1, 1997 and 50% on October 31, 1997 7,997 7,997 7,997
Page 26 of 47
(000's Omitted) Shares/ Units Cost Market ------- -------- -------- Bankers Trust Company at 5.43%, Maturing May 15, 1998 10,159 10,159 10,159 Lincoln National Life Insurance Company at 5.17%, Maturing 50% on January 2, 1997 and 50% on July 2, 1997 10,154 10,154 10,154 Sun Life Insurance of America at 5.37%, Maturing 50% on January 1, 1997 and 50% on February 1, 1998 10,585 10,585 10,585 Prudential Life Insurance Company of America at 5.26%, Maturing 50% on June 30, 1998 and 50% on September 30, 1998 10,572 10,572 10,572 Sun Life Insurance of America at 6.95%, Maturing December 31, 1998 7,276 7,276 7,276 Bankers Trust Company at 7.70%, Maturing September 15, 2001 11,581 11,581 11,581 -------- -------- Total 297,558 297,558 -------- -------- Fidelity U. S. Equity Index Portfolio 4,558,613 79,569 79,684 -------- -------- Fidelity Puritan Fund 2,640,030 42,366 41,000 -------- -------- Fidelity Intermediate Bond Fund 152,771 1,629 1,511 -------- -------- Fidelity Magellan Fund 1,263,363 91,945 88,044 -------- -------- Fidelity Overseas Equity Fund 701,688 19,757 20,468 -------- -------- Fidelity Retirement Money Market Portfolio 4,766,215 4,766 4,766 -------- -------- Fidelity Equity Income Fund 66,468 2,234 2,216 -------- -------- Fidelity Growth Company Fund 98,591 2,848 2,886 -------- --------
Page 27 of 47
(000's Omitted) Shares/ Units Cost Market ------- -------- -------- Fidelity OTC Portfolio 86,629 2,076 2,091 -------- -------- Fidelity Asset Manager Fund 569,640 8,719 8,343 -------- -------- Fidelity Asset Manager: Growth Fund 873,731 12,436 12,188 -------- -------- Fidelity Asset Manager: Income Fund 161,261 1,773 1,721 -------- -------- Fidelity U.S. Government Reserve Pool 27,636,365 27,637 27,637 -------- -------- Loans to participants at 7.00% to 11.00%, Maturing November 1994 through October 1999 17,048 17,048 -------- -------- Total investments $666,474 $658,806 -------- -------- -------- --------
The trustee maintains shares for the fixed rate bank and investment contracts at one dollar per share. For report presentation, shares for fixed rate contracts have been rounded to thousands. Page 28 of 47 JOHN DEERE SAVINGS AND INVESTMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED OCTOBER 31, 1994
TRANSACTION BY FUND TOTAL TOTAL NUMBER OF NUMBER OF REALIZED OR CARRIER PURCHASES SALES PURCHASES SALES GAIN (LOSS) -------------------------- --------- ----- --------- ----- ----------- DEERE & COMPANY COMMON STOCK FUND $ 75,628,072 $ 54,805,285 253 234 $2,771,949 BLENDED INTEREST FUND 117,170,243 113,304,199 255 253 FIDELITY U. S. EQUITY INDEX PORTFOLIO 14,016,765 18,237,172 242 234 2,805,760 FIDELITY MAGELLAN FUND 43,796,488 24,539,879 252 241 341,324
There have been no transactions with the same person involving property other than securities and no transactions with respect to securities with a person. Page 29 of 47 EX-99.4 5 DEFERRED SAVINGS PLAN Exhibit 99.4 JOHN DEERE TAX DEFERRED SAVINGS PLAN FOR HOURLY AND INCENTIVE PAID EMPLOYEES FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 1994 AND 1993 AND SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED OCTOBER 31, 1994 AND INDEPENDENT AUDITORS' REPORT * * * * * * * * * * * * Page 30 of 47 JOHN DEERE TAX DEFERRED SAVINGS PLAN FOR HOURLY AND INCENTIVE PAID EMPLOYEES TABLE OF CONTENTS PAGE Independent Auditors' Report..................................... 2 Financial Statements for the Years Ended October 31, 1994 and 1993: Statements of Net Assets Available for Benefits............... 3 Statements of Changes in Net Assets Available for Benefits................................................ 4 Notes to Financial Statements............................... 5 Supplemental Schedules .......................................... 13 Item 27a - Schedule of Assets Held for Investment Purposes at October 31, 1994 Item 27d - Schedule of Reportable Transactions for the Year Ended October 31, 1994 Supplemental Schedules Omitted As Not Applicable: Item 27a - Schedule of Assets Held for Investment Purposes (Investment Assets Which Were Acquired and Disposed of Within the Plan Year) Item 27b - Schedule of Loans or Fixed Income Obligations Item 27c - Schedule of Leases in Default or Classified as Uncollectible Item 27e - Schedule of Nonexempt Transactions Page 31 of 47 Deloitte & Touche LLP Two Prudential Plaza Telephone: (312) 946-3000 180 North Stetson Avenue Facsimile: (312) 946-2600 Chicago, Illinois 60601-6779 INDEPENDENT AUDITORS' REPORT Deere & Company: We have audited the accompanying statements of net assets available for benefits of the John Deere Tax Deferred Savings Plan for Hourly and Incentive Paid Employees as of October 31, 1994 and 1993 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of October 31, 1994 and 1993 and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 5 to the financial statements, in 1993 the Plan changed its accounting for benefits payable to participants who have withdrawn from participation from the Plan. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed on page 1 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in the audits of the basic 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1994 financial statements taken as a whole. Deloitte & Touche LLP Chicago, Illinois April 17, 1995 Page 32 of 47 JOHN DEERE TAX DEFERRED SAVINGS PLAN FOR HOURLY AND INCENTIVE PAID EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS OCTOBER 31, 1994 AND 1993 (IN THOUSANDS OF DOLLARS) - - --------------------------------------------------------------------------------
1994 1993 ---- ---- ASSETS Investments - at fair value: Deere & Company Common Stock Fund $ 19,537 $ 16,891 Blended Interest Fund 55,148 52,602 Fixed Interest Fund 173 Fidelity U.S. Equity Index Portfolio 17,208 16,748 Fidelity Puritan Fund 8,025 5,679 Fidelity Intermediate Bond Fund 229 204 Fidelity Magellan Fund 17,444 13,435 Fidelity Overseas Equity Fund 4,172 2,228 Fidelity Retirement Money Market Portfolio 2,358 1,986 Fidelity Equity Income Fund 339 Fidelity Growth Company Fund 359 Fidelity OTC Portfolio 323 Fidelity Asset Manager Fund 1,216 Fidelity Asset Manager: Growth Fund 1,674 Fidelity Asset Manager: Income Fund 178 Fidelity U.S. Government Reserve Pool 7,958 1,940 Loans to participants 95 164 - - ----------------------------- --------- -------- Total 136,263 112,050 Contributions receivable 408 382 Due from brokers 351 - - ----------------------------- --------- -------- Total Assets 136,671 112,783 --------- -------- LIABILITIES Due To brokers 139 --------- -------- Net Assets Available for Benefits $136,532 $112,783 --------- -------- --------- --------
- - ---------------------------------------- See Notes to Financial Statements. Page 33 of 47 JOHN DEERE TAX DEFERRED SAVINGS PLAN FOR HOURLY AND INCENTIVE PAID EMPLOYEES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED OCTOBER 31, 1994 AND 1993 (IN THOUSANDS OF DOLLARS) - - --------------------------------------------------------------------------------
Year Ended Year Ended October 31, 1994 October 31, 1993 ---------------- ---------------- ADDITIONS Investment income: Dividends $ 3,020 $ 1,892 Interest 4,060 3,731 ---------- ---------- Total 7,080 5,623 ---------- ---------- Net appreciation (depreciation) in fair value of investments (2,417) 13,398 ---------- --------- Contributions: Employee 22,005 18,543 Employer 62 60 ------------ ----------- Total 22,067 18,603 ---------- --------- Total 26,730 37,624 ---------- --------- DEDUCTIONS Withdrawals 2,978 2,140 Loan cancellations 3 10 ----------- ----------- Total 2,981 2,150 --------- ---------- Excess of additions over deductions 23,749 35,474 Net Assets Available for Benefits: Beginning of year 112,783 77,309 --------- -------- End of year $136,532 $112,783 -------- -------- -------- --------
- - -------------------------------------------------------------------------------- See Notes to Financial Statements. Page 34 of 47 JOHN DEERE TAX DEFERRED SAVINGS PLAN FOR HOURLY AND INCENTIVE PAID EMPLOYEES NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 1994 AND 1993 (1) DESCRIPTION OF PLAN The following is a general description of the John Deere Tax Deferred Savings Plan for Hourly and Incentive Paid Employees (the Plan). This description applies to each of the years for which financial statements are presented. For a more complete description of the Plan's provisions, participants should refer to the Plan agreement. GENERAL The Plan was established September 1, 1987 by Deere & Company (the Company) for certain eligible employees of the Company or its participating subsidiaries. The purpose of the Plan is to provide employees a tax deferred method of savings and investment. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Expenses of the Plan are paid by the Company. ELIGIBILITY Employees are eligible to participate in the Plan if they are residents or citizens of the United States, are regular, full time employees covered by a collective bargaining agreement (or in a group to whom this Plan has been extended) and have completed at least one year of service. CONTRIBUTIONS An eligible employee may elect to become a participant under the Plan by filing a Tax Deferred Agreement (the Agreement) with the Company authorizing it to reduce the participant's compensation during the period of the employee's participation. The reduction in compensation must be not less than $10.00 nor more than $179.00 for each payroll period. Participants may amend or revoke their Agreements as of the first payroll period of the month subsequent to the filing of the appropriate forms. In addition, in a year in which there exists consolidated prebonus, pretax income of the Company, a Profit Sharing Contribution may be payable to a participant. In such event, a participant may elect to defer all or part of their share of such contributions (in 25 percent increments) and direct that the deferred portion be deposited to the participant's plan account at the time such profit sharing contribution is paid to the participant. Contributions are sent to the Plan Trustee as soon as practicable following each payroll period and are invested by the Trustee in the appropriate funds as specified by the participants. Monies may be held and invested by the Trustee in short-term investment funds until designated investments have been purchased. Page 35 of 47 Each participant's account is credited with contributions by the participant together with earnings allocated daily among participants based on the ratio of their respective account balances as of the preceding day. Participants are immediately vested in their contributions plus allocated earnings and Company profit sharing contributions. All contributions are considered tax deferred under sections 401(a) and 401(k) of the Internal Revenue Code. FUND ELECTIONS An eligible employee enrolled in the Plan may elect to invest the contributions in one or more investment funds. A description of the primary investments in each fund follows: The Deere & Company Common Stock Fund is invested in common stock of the Company. The Blended Interest Fund is invested in investment contracts issued by banks and insurance companies. The Fixed Interest Fund is invested in zero coupon bonds and high- quality fixed interest investments. The Fidelity U.S. Equity Index Portfolio is invested in the common stocks of the 500 companies that make up the Standard & Poor's 500 Stock Index. The Fidelity Puritan Fund is invested in dividend-paying common stock, preferred stock and bonds of all types and qualities paying interest. The Fidelity Intermediate Bond Fund is invested in bonds rated BBB or better with an average maturity of between three and ten years. The Fidelity Magellan Fund is invested in a wide range of U.S. and foreign common stocks of all types of companies with growth potential. The Fidelity Overseas Equity Fund is invested in securities of companies located in the Americas (other than the U. S.), the Far East and Pacific Basin, and Western Europe. The Fidelity Retirement Money Market Portfolio is invested in debt instruments maturing in one year or less, including high-quality commercial paper, certificates of deposit, repurchase agreements and bankers' acceptances. The Fidelity Equity Income Fund is invested in income-producing equity securities and seeks to exceed the yield of common stocks of the 500 companies that make up the Standard & Poor's 500 Stock Index. Page 36 of 47 The Fidelity Growth Company Fund is invested primarily in common stocks and convertibles of emerging growth companies. The Fidelity OTC Portfolio is invested primarily in common stocks of smaller companies that are traded in the over-the counter securities market. The Fidelity Asset Manager Fund is invested in stocks, bonds and short- term instruments. The Fidelity Asset Manager: Growth Fund is invested in a higher level of income-producing equity securities and seeks to exceed the yield of common stocks of the 500 companies that make up the Standard & Poor's 500 Stock Index. The Fidelity Asset Manager: Income Fund is invested in stocks, bonds, short-term instruments and other investments. A listing of the funds and the number of participants in each fund at October 31, 1994 and 1993 follows. The number of participants shown below includes both active participants and former employees who have elected deferred distributions.
Name of Fund Number of Participants ------------ ---------------------- 1994 1993 ---- ---- Deere & Company Common Stock Fund 4,717 4,625 Blended Interest Fund 4,812 4,751 Fixed Interest Fund 40 Fidelity U.S. Equity Index Portfolio 2,041 2,156 Fidelity Puritan Fund 1,544 1,267 Fidelity Intermediate Bond Fund 119 97 Fidelity Magellan Fund 2,515 2,025 Fidelity Overseas Equity Fund 829 436 Fidelity Retirement Money Market Portfolio 502 507 Fidelity Equity Income Fund 92 Fidelity Growth Company Fund 130 Fidelity OTC Portfolio 102 Fidelity Asset Manager Fund 221 Fidelity Asset Manager: Growth Fund 351 Fidelity Asset Manager: Income Fund 44
LOANS Loans outstanding at October 31, 1994 are due from participants in the former Funk Savings Plan for Hourly Employees which was merged with the Plan on May 1, 1992. Those loans have maturities ranging from November 1994 through April 1997 and bear interest at rates ranging from 9.5 percent to 11.25 percent per annum. There are no loans in default. The Plan has added a loan provision for participants effective June 1, 1995. Page 37 of 47 DISTRIBUTIONS All distributions under the Plan are lump-sum. Distributions are not permitted while the participants are employed by the Company unless a distribution is required to meet legal requirements. Participants who have terminated employment with the Company or retired may elect an immediate distribution or may defer this distribution up to age 70 1/2. The beneficiary of a participant who died may elect a deferred distribution payable not later than five years after the participant's death. Distributions from the Deere & Company Common Stock Fund may be in cash or whole shares and residual cash. Distributions from all of the other funds are in cash. HARDSHIP WITHDRAWALS Participants in the Plan, under Internal Revenue Service guidelines, may request hardship withdrawals for heavy and immediate financial needs which cannot be reasonably met from other resources of the participant. ADMINISTRATION The Company is Administrator of the Plan. Fidelity Management Trust Company (Fidelity), Boston, Massachusetts, is the Plan Trustee, Investment Manager and Recordkeeper. (2) AMENDMENTS Effective May 1, 1992, the Plan was amended to permit participation by eligible hourly employees of Funk Manufacturing Company (Funk), a subsidiary of the Company. Previously, Funk maintained the Funk Savings Plan which covered certain salaried and hourly employees. As of May 1, 1992, the Funk Savings Plan was split into two separate plans: (a) the Funk Savings Plan for Salaried Employees and (b) the Funk Savings Plan for Hourly Employees. Following adoption of the Plan by Funk and its approval for merger of the Funk Savings Plan for Hourly Employees with the Plan, the assets and liabilities of the hourly employees participating in the Funk Savings Plan for Hourly Employees were transferred into the Plan. As of January 1, 1993, the Plan was amended to allow participants to invest their contributions in two additional Fidelity mutual funds - the Fidelity Intermediate Bond Fund and the Fidelity Overseas Equity Fund. Effective January 1, 1994, the Plan was amended again to allow participants to invest their contributions in six additional investment funds. The new investment options are: Fidelity Equity Income Fund Fidelity Growth Company Fund Fidelity OTC Portfolio Fidelity Asset Manager Fund Fidelity Asset Manager: Growth Fund Page 38 of 47 Fidelity Asset Manager: Income Fund Also, due to the lack of participation in the Fixed Interest Fund since the original offering in February 1991, the Plan Administrator has discontinued that investment option. The zero coupon bond, which represented the assets of the fund, matured on February 1, 1994. (3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Plan's financial statements have been prepared on the accrual basis. Investments in the Deere & Company Common Stock Fund are stated at fair value based on the closing sales prices reported on recognized securities exchanges on the last business day of the year. The twelve Fidelity mutual funds are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The fixed rate bank and investment contracts and short-term investment funds are stated at cost plus accrued interest, which approximates fair value. Loans to participants are stated at cost plus accrued interest which approximates fair value. Interest on bank and insurance contracts and short-term investment funds is accrued and credited to the funds at the end of each month. Dividends are accrued in the Deere & Company Common Stock Fund as of the record date and are reflected as an increase in the fund's net asset value on that day but are reported separately as dividends. Dividends in other funds are recorded on the day that they are declared (which is also the date of record) and are allocated to participants' accounts on that day. Earnings, including unrealized appreciation or depreciation in market value of investments, are allocated daily among participants based on the ratio of their respective account balances as of the close of the preceding day. (4) BY FUND DISCLOSURE Contributions, withdrawals, investment income and net appreciation (depreciation) in fair value of investments are provided by fund for the years ended October 31, 1994 and 1993 (in thousands of dollars):
Employee and Employer Contributions: 1994 1993 ------- ------- Deere & Company Common Stock Fund $ 1,337 $ 1,179 Blended Interest Fund 9,714 9,615 Fixed Interest Fund - - Fidelity U.S. Equity Index Portfolio 2,567 2,846 Fidelity Puritan Fund 2,031 1,330 Fidelity Intermediate Bond Fund 129 49 Fidelity Magellan Fund 3,970 2,751 Fidelity Overseas Equity Fund 905 202 Fidelity Retirement Money Market Portfolio 572 507 Fidelity Equity Income Fund 46 - Fidelity Growth Company Fund 90 - Fidelity OTC Portfolio 67 - Page 39 of 47 Fidelity Asset Manager Fund 230 - Fidelity Asset Manager: Growth Fund 337 - Fidelity Asset Manager: Income Fund 46 - Other 26 124 ------- ------- Total contributions $22,067 $18,603 ------- ------- ------- ------- Withdrawals: 1994 1993 ------- ------- Deere & Company Common Stock Fund $ 290 $ 233 Blended Interest Fund 1,824 1,290 Fixed Interest Fund 5 14 Fidelity U.S. Equity Index Portfolio 283 288 Fidelity Puritan Fund 65 63 Fidelity Intermediate Bond Fund 7 -- Fidelity Magellan Fund 230 98 Fidelity Overseas Equity Fund 25 2 Fidelity Retirement Money Market Portfolio 219 152 Fidelity Equity Income Fund 4 -- Fidelity Growth Company Fund 10 -- Fidelity OTC Portfolio 12 -- Fidelity Asset Manager Fund -- -- Fidelity Asset Manager: Growth Fund 4 -- Fidelity Asset Manager: Income Fund Loan Fund 3 10 ------- ------- Total withdrawals $ 2,981 $ 2,150 ------- ------- ------- ------- Investment Income: 1994 1993 ------- ------- Deere & Company Common Stock Fund $ 147 $ 1 Blended Interest Fund 4,052 3,655 Fixed Interest Fund - - Fidelity U.S. Equity Index Portfolio 622 494 Fidelity Puritan Fund 653 493 Fidelity Intermediate Bond Fund 19 8 Fidelity Magellan Fund 1,431 916 Fidelity Overseas Equity Fund 39 -- Fidelity Retirement Money Market Portfolio 82 56 Fidelity Equity Income Fund 6 -- Fidelity Growth Company Fund -- -- Fidelity OTC Portfolio -- -- Fidelity Asset Manager Fund 23 -- Fidelity Asset Manager: Growth Fund -- -- Fidelity Asset Manager: Income Fund 6 -- ------- ------- Total investment income $ 7,080 $ 5,623 ------- ------- ------- ------- Page 40 of 47 Net appreciation (depreciation) in 1994 1993 fair value of investments: ------ ------ Deere & Company Common Stock Fund $ (1,139) $ 9,778 Blended Interest Fund - - Fixed Interest Fund (1) 8 Fidelity U.S. Equity Index Portfolio (19) 1,628 Fidelity Puritan Fund (290) 268 Fidelity Intermediate Bond Fund (25) 7 Fidelity Magellan Fund (1,026) 1,495 Fidelity Overseas Equity Fund 216 214 Fidelity Retirement Money Market Portfolio -- -- Fidelity Equity Income Fund 1 -- Fidelity Growth Company Fund 1 -- Fidelity OTC Portfolio (1) -- Fidelity Asset Manager Fund (71) -- Fidelity Asset Manager: Growth Fund (55) -- Fidelity Asset Manager: Income Fund (8) -- --------- --------- Net appreciation (depreciation) in fair value of investments $ (2,417) $ 13,398 -------- --------- -------- ---------
(5) BENEFITS PAYABLE TO TERMINATED EMPLOYEES In 1993, the Plan changed its method of accounting for benefits payable to terminated employees to conform with recently issued guidance for accounting and reporting for defined contribution plans as promulgated by the 1993 AICPA Audit and Accounting Guide - "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than recorded as a liability of the Plan. Amounts payable to such participants included in net assets available for benefits at October 31, 1994 and 1993 were $196,591 and $154,755, respectively. (6) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 (in thousands of dollars): Page 41 of 47
October 31, 1994 ---------------- Net assets available for benefits per the financial statements $136,532 Amounts allocated to withdrawing participants 197 -------- Net assets available for benefits per the Form 5500 $136,335 -------- -------- The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 (in thousands of dollars): Year Ended October 31, 1994 ---------------- Benefits paid to participants per the financial statements $2,981 Add: Amounts allocated to withdrawing participants at October 31, 1994 197 -------- Benefits paid to participants per the Form 5500 $3,178 -------- --------
(7) TAX STATUS The Internal Revenue Service has issued a determination letter indicating that the Plan, as adopted on February 1, 1987 and effective as of September 1, 1987, is qualified under the Internal Revenue Code. The Plan has been amended since receiving this determination letter. The Plan's management believes that the Plan is currently designed and being operated in accordance with applicable rules and regulations of the Internal Revenue Code and, thus, is exempt from federal income tax. Employees participating in the Plan are subject to federal income taxes on the balances in their accounts for the calendar year in which distributions are made by the Trustee. (8) PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right to discontinue contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of termination of the Plan, account balances would be distributed to participants. Page 42 of 47 SUPPLEMENTAL SCHEDULES Page 43 of 47 JOHN DEERE TAX DEFERRED SAVINGS PLAN FOR HOURLY AND INCENTIVE PAID EMPLOYEES ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT OCTOBER 31, 1994
(000's Omitted) --------------- Shares/ Units Cost Market ----- ---- ------ Deere & Company Common Stock Fund 272,750 $ 20,718 $ 19,537 -------- -------- Blended Interest Fund Fixed rate bank and investment contracts with: Metropolitan Life Insurance Company at 9.75%, Maturing on June 30, 1995 1,170 1,170 1,170 Principal Mutual Life Insurance Company at 9.36%, Maturing on March 31, 1995 1,990 1,990 1,990 Aetna Life Insurance Company at 7.47%, Maturing 50% on February 1, 1996 and 50% on April 1, 1996 3,675 3,675 3,675 Aetna Life Insurance Company at 8.80%, Maturing 50% on June 3, 1996 and 50% on July 1, 1996 2,640 2,640 2,640 Peoples Security Life at 8.60%, Maturing 50% on March 1, 1996 and 50% on May 1, 1996 1,974 1,974 1,974 Sun Life of Canada at 8.70%, Maturing 50% on June 1, 1996 and 50% on July 1, 1996 3,342 3,342 3,342 The Hartford Life Insurance Company at 8.45%, Maturing 50% on August 1, 1995 and 50% on December 31, 1995 3,573 3,573 3,573 Massachusetts Mutual Life Insurance Company at 9.02%, Maturing October 2, 1995 3,564 3,564 3,564 Page 44 of 47 (000's Omitted) --------------- Shares/ Units Cost Market ----- ---- ------ Lincoln National Life Insurance Company at 6.34%, Maturing 50% on March 1, 1997 and 50% on May 1, 1997 4,581 4,581 4,581 CIGNA at 7.72%, Open maturity 1,751 1,751 1,751 Provident National Life Insurance Company at 7.10%, Maturing 50% on October 1, 1996 and 50% on November 1, 1996 3,604 3,604 3,604 Provident National Life Insurance Company at 7.68%, Maturing 50% on November 1, 1996 and 50% on April 1, 1997 3,572 3,572 3,572 Lincoln National Life Insurance Company at 6.17%, Maturing 50% on September 1, 1997 and 50% on December 31, 1997 4,429 4,429 4,429 Pacific Mutual Life Insurance Company at 5.67%, Maturing 50% on June 1, 1997 and 50% on October 31, 1997 5,060 5,060 5,060 Prudential Insurance Company of America at 5.26%, Maturing 50% on June 30, 1998 and 50% on September 30, 1998 4,226 4,226 4,226 Bankers Trust Company at 7.70%, Maturing on September 15, 2001 2,879 2,879 2,879 Sun Life Insurance Company of America at 6.95%, Maturing on December 31, 1998 3,118 3,118 3,118 -------- -------- Total 55,148 55,148 -------- --------- Fidelity U. S. Equity Index Portfolio 984,422 17,160 17,208 --------- --------- Page 45 of 47 (000's Omitted) --------------- Shares/ Units Cost Market ------- ---- -------- Fidelity Puritan Fund 516,742 8,277 8,025 ------- ------- Fidelity Intermediate Bond Fund 23,194 244 229 ------- ------- Fidelity Magellan Fund 250,304 18,122 17,444 ------- ------- Fidelity Overseas Equity Fund 143,024 4,027 4,172 ------- ------- Fidelity Retirement Money Market Portfolio 2,358,202 2,358 2,358 ------- ------- Fidelity Equity Income Fund 10,177 338 339 ------- ------- Fidelity Growth Company Fund 12,255 356 359 ------- ------- Fidelity OTC Portfolio 13,385 322 323 ------- ------- Fidelity Asset Manager Fund 82,990 1,268 1,216 ------- ------- Fidelity Asset Manager: Growth Fund 119,975 1,711 1,674 ------- ------- Fidelity Asset Manager: Income Fund 16,690 184 178 ------- ------- Fidelity U. S. Government Reserve Pool 7,957,775 7,958 7,958 ------- ------- Loans to participants at 9.50% to 11.25%, Maturing November 1994 through April 1997 95 95 ------- ------- Total investments $138,286 $136,263 ------- ------- ------- -------
The trustee maintains shares for the fixed rate bank and investment contracts at one dollar per share. For report presentation, shares for fixed rate contracts have been rounded to thousands. Page 46 of 47 JOHN DEERE TAX DEFERRED SAVINGS PLAN FOR HOURLY AND INCENTIVE PAID EMPLOYEES
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED OCTOBER 31, 1994 TRANSACTION BY FUND TOTAL TOTAL NUMBER OF NUMBER OF REALIZED OR CARRIER PURCHASES SALES PURCHASES SALES GAIN (LOSS) - - ------------------- --------- ----- --------- ----- ---------- DEERE & COMPANY COMMON STOCK FUND $17,049,448 $13,562,465 302 211 $1,108,207 BLENDED INTEREST FUND 28,648,387 20,288,911 311 241 FIDELITY U. S. EQUITY INDEX PORTFOLIO 3,659,555 3,194,734 247 168 449,676 FIDELITY PURITAN FUND 4,347,104 1,731,338 272 151 6,015 FIDELITY MAGELLAN FUND 9,162,219 4,153,664 296 182 51,460
There have been no transactions with the same person involving property other than securities and no transactions with respect to securities with a person. Page 47 of 47 -----END PRIVACY-ENHANCED MESSAGE-----