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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 


 

FORM 11-K

 

X

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended October 31, 2016

 

 

 

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

 

 

 

 

For the transition period from                 to                

 

 

 

COMMISSION FILE NUMBER 1-4121

 


 

 

 

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

 

 

JOHN DEERE SAVINGS AND INVESTMENT PLAN

 

 

 

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

 

 

DEERE & COMPANY

 

ONE JOHN DEERE PLACE

 

MOLINE, ILLINOIS 61265

 



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REQUIRED INFORMATION

 

1.  The Financial Statements and Schedule of the John Deere Savings and Investment Plan prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended.

 

Exhibit 23.        Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

 

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JOHN DEERE SAVINGS AND INVESTMENT PLAN

 

 

TABLE OF CONTENTS

 

 

Page

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

4

 

 

FINANCIAL STATEMENTS:

 

 

 

Statements of Net Assets Available for Benefits as of October 31, 2016 and 2015

5

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended October 31, 2016

6

 

 

Notes to Financial Statements as of October 31, 2016 and 2015 and for the Year Ended October 31, 2016

7

 

 

SUPPLEMENTAL SCHEDULE:

 

 

 

Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) as of October 31, 2016

20

 

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Participants in the John Deere Savings and Investment Plan: 

 

We have audited the accompanying statements of net assets available for benefits of the John Deere  Savings and Investment Plan (the “Plan”) as of October 31, 2016 and 2015, and the related statement of  changes in net assets available for benefits for the year ended October 31, 2016. 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 standards of the Public Company Accounting Oversight  Board (United States). Those standards require that we plan and perform the audit to obtain reasonable  assurance about whether the financial statements are free of material misstatement. The Plan is not  required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit  procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on  the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such  opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and  disclosures in the financial statements, 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, 2016 and 2015, and the changes in net assets available for benefits  for the year ended October 31, 2016, in conformity with accounting principles generally accepted in the  United States of America. 

 

The supplemental schedule of assets (held at end of year) as of October 31, 2016, has been subjected to  audit procedures performed in conjunction with the audit of the Plan’s financial statements. The  supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included  determining whether the supplemental schedule reconciles to the financial statements or the underlying  accounting and other records, as applicable, and performing procedures to test the completeness and  accuracy of the information presented in the supplemental schedule. In forming our opinion on the  supplemental schedule, we evaluated whether the supplemental schedule, including its form and content,  is presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and  Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule  is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

February 21, 2017

 

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JOHN DEERE SAVINGS AND INVESTMENT PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

 

 

 

AS OF OCTOBER 31, 2016 AND 2015 (IN THOUSANDS)

 

 

 

 

 

 

 

 

ASSETS:

 

2016

 

2015

 

 

 

 

 

 

 

PARTICIPANT-DIRECTED INVESTMENTS

 

 

 

 

 

Investment in John Deere Savings Plans Master Trust

 

$

4,956,907

 

$

4,713,356

 

 

 

 

 

 

 

RECEIVABLES - Loans to participants

 

42,103

 

42,763

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

4,999,010

 

$

4,756,119

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

 

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JOHN DEERE SAVINGS AND INVESTMENT PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

FOR THE YEAR ENDED OCTOBER 31, 2016 (IN THOUSANDS)

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

 

 

 

 

 

 

CONTRIBUTIONS:

 

 

 

 

 

Participant

 

 

 

$

171,701

 

Company

 

 

 

159,362

 

Total contributions

 

 

 

331,063

 

 

 

 

 

 

 

INVESTMENT INCOME - Net participation in activity of John Deere

 

 

 

 

 

Savings Plans Master Trust

 

 

 

173,447

 

 

 

 

 

 

 

Net transfers from affiliate plan

 

 

 

1,659

 

 

 

 

 

 

 

Interest on participant loans

 

 

 

2,152

 

 

 

 

 

 

 

TOTAL ADDITIONS

 

 

 

508,321

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Benefits paid to participants

 

 

 

265,133

 

Administrative expenses

 

 

 

297

 

Total deductions

 

 

 

265,430

 

 

 

 

 

 

 

INCREASE IN NET ASSETS

 

 

 

242,891

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

 

 

 

4,756,119

 

 

 

 

 

 

 

End of year

 

 

 

$

4,999,010

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

 

 

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JOHN DEERE SAVINGS AND INVESTMENT PLAN

 

NOTES TO FINANCIAL STATEMENTS AS OF

OCTOBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED OCTOBER 31, 2016

 

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 and provides only general information.  For a more complete description of the Plan’s provisions, participants should refer to the Plan agreement.

 

Deere & Company (the “Company”) maintains two defined contribution plans in the U.S. for the benefit of its employees.  The investment assets of these plans are commingled and held in the John Deere Savings Plans Master Trust (the “Master Trust”).  These plans are the John Deere Savings and Investment Plan and the John Deere Tax Deferred Savings Plan for Wage Employees.  Each of the participating plans has an interest in the net assets of the Master Trust and changes therein.

 

General – The Plan was established July 1, 1984 by 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 tax advantaged savings and to assist them through matching contributions from the Company’s profits.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).  The Deere & Company 401(k) Benefits Committee is the administrator of the Plan.  Fidelity Management Trust Company, Boston, Massachusetts (“Fidelity”), is the Plan trustee (“Trustee”), and Fidelity Investment Institutional Operations Company, Inc., an affiliate of the Trustee, is the recordkeeper (collectively, “Fidelity”).

 

Eligibility – Employees are eligible to participate in the Plan immediately upon hire if they are salaried or certain non-bargained hourly employees on the United States payroll of the Company or its participating subsidiaries.

 

Contributions – An eligible employee may elect to become a participant in the Plan by contacting Fidelity to authorize the Company to withhold contributions from his or her compensation during the period of participation.  The Plan provides for automatic enrollment of all eligible newly-hired employees at a three percent deferral rate.  The Plan has an Annual Increase Program whereby newly hired eligible employees will have their deferral rates automatically increased by one percent every March 1st until changed by the employee.  Participant contributions and investment elections are processed through Fidelity using a voice-response system, on-line through NetBenefits, or through a Fidelity representative.  Participant contributions can range from one percent to 75 percent of compensation, as elected by the participant, as limited by the Internal Revenue Code (“IRC”).  Participants may amend or revoke their elections as of the next occurring payroll period.  The Plan accepts Roth elective contributions, as well as Roth catch-up contributions, made on behalf of eligible participants which are allocated to a separate account source.

 

The Company provides matching contributions to employees participating in the Plan up to a maximum of six percent of the employee’s earnings, as limited by the IRC.  The percentage is determined in accordance with the Plan agreement, and is based on the profitability of the Company during the preceding fiscal year ended October 31.

 

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Contributions are sent to Fidelity as soon as practicable following each payroll period, and are invested by Fidelity in the funds as specified by participants.  Monies will be held and invested by Fidelity in a BlackRock Lifepath Index Fund closest to the employee’s 65th birthday (the default investment option) until designated investments have been elected by the participant.

 

All contributions are considered tax deferred under section 401(a) of the IRC, with the exception of Roth elective deferrals, which are made on an after-tax basis.

 

Effective January 1, 1997, the Plan was modified to incorporate changes which occurred with the introduction of a new defined benefit pension plan for salaried employees.  The modification created a Traditional Option and a Contemporary Option.  Participants were required to make a one-time, irrevocable election of one of these options.  Generally, employees hired on or after November 1, 1996, are permitted to participate in only the Contemporary Option.

 

Traditional Option – Under this option, participant and Company contributions are calculated as previously described and participants are fully vested in their account balance at all times.

 

Contemporary Option – Participants who elected the Contemporary Option receive a higher matching contribution from the Company than participants in the Traditional Option.  In the Contemporary Option, the Company match is three times greater for the first two percent of participant contributions than the next four percent.  For participants with less than three years of service, the matching contributions to the Contemporary Option do not vest until the participant has completed their third year of service.

 

Participant Accounts – Individual accounts are maintained for each Plan participant.  Each participant’s account is credited with contributions made by the participant and the Company together with earnings and losses 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 and allocated earnings or losses.  Except for participants in the Contemporary Option with less than three years of service, the participant also is immediately vested in the matching contributions from the Company.  The benefit to which a participant is entitled is one that can be provided from the participant’s vested account balance.

 

Forfeited Accounts – At October 31, 2016 and 2015, forfeited nonvested accounts totaled $343,747 and $212,053, respectively.  These accounts will be used to reduce future Company contributions.  During the year ended October 31, 2016, Company contributions were reduced by $1,035,432 from forfeited nonvested accounts.

 

Fund Elections – Participants in the Plan direct the investment of their account balances into one or more investment funds which include the following as of October 31, 2016:

 

·                 Blended Interest Fund

·                 Wells Fargo Core Plus Bond Fund

·                 Deere & Company Common Stock Fund*

·                 Any of 22 Common Collective Trust Funds

·                 Mutual Fund

 

*Beginning January 27, 2014, participants may not invest more than 20% of their future contributions in the Deere & Company Common Stock Fund.  As of this same date, exchanges into the Deere & Company Common Stock Fund may not result in more than a 20% investment in the Deere & Company Stock Fund.

 

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In addition, participants have access to Fidelity BrokerageLink, which is a self-directed brokerage account.  Through this account, a participant has access to over 3,000 open-ended mutual funds from a variety of fund families.

 

The Plan includes an Employee Stock Ownership Plan and dividend payout feature whereby participants may elect to receive dividends on their vested shares of Company common stock in the Deere & Company Common Stock Fund in either cash or as a reinvestment in Company common stock.  If no election is made, the default option is reinvestment in Company common stock.

 

Loans – Employees who participate in the Plan are eligible to borrow against their account balances.  Loans must be 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 vested account balances on the effective dates of the loans, and the term of the loan may not exceed five years (ten years if the loan proceeds are used to purchase a primary residence).  The loans are secured by the balance in the participant’s account and interest is assessed at a rate which is determined based on the published prime interest rate.   Repayment for actively employed participants is intended to be made via payroll deductions.  A participant with an outstanding loan at the time of unpaid leave of absence, retirement, or separation from service may opt to continue making loan payments through the financial institution of their choice, which sends payments to Fidelity via Automated Clearing House transfers.  A minimum of one payment must be made each quarter (equal to all payments due for the quarter) to keep the loan current.  The entire loan must be repaid within five years of the effective date of the loan or the original loan term, whichever is less.  Failure by the participant to make a quarterly payment or pay the loan off within five years of inception or the original loan term, whichever is less, will result in the outstanding loan balance becoming a taxable distribution to the participant.  If an eligible participant elects to take full distribution of his account balance and a loan balance remains, the entire loan balance remaining will be taxable.

 

Payment of Benefits – Distributions are not permitted while the participants are employed by the Company unless a distribution is required to meet legal requirements or the participant has reached age 59-1/2.  Participants who have terminated employment with the Company or retired may elect an immediate distribution or may defer the start of distributions up to age 70-1/2.  Retired and separated participants with vested balances of $1,000 or less are required to take full distribution of their account.  The beneficiary of a participant who died may elect a deferred distribution payable no 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.

 

Participants may take a lump-sum distribution or elect one of the following distribution options:

 

(a)       Level Sum Distribution – A specified dollar amount is distributed monthly.

 

(b)      Decremental Distribution – A decremental withdrawal is made over a specified period of time.

 

(c)       Unscheduled, Partial Distribution – Unscheduled amounts are distributed at the discretion of the participant with a minimum distribution of $1,000.

 

(d)      Mandated Distribution after 70-1/2 – By April 1 of the year following the year in which the participant turns 70-1/2, if no longer employed by the Company, the participant must either take a lump sum distribution or begin systematic withdrawals which are actuarially determined.

 

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Hardship Withdrawals – Participants in the Plan, under Internal Revenue Service (“IRS”) guidelines, may request hardship withdrawals for heavy and immediate financial needs which cannot be reasonably met from other resources of the participant.  A hardship withdrawal results in a six-month suspension of participant contributions and Company matching contributions.  Only one hardship withdrawal is allowed in a 12-month period.

 

2.                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting – The Plan’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Use of Estimates – The preparation of financial statements in conformity with GAAP requires Plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

 

Risks and Uncertainties – The Plan utilizes various investment instruments, including mutual funds, common collective trusts, common stock, fixed income securities, and investment contracts.  Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the value of the participants’ account balances and the amounts reported in the financial statements.

 

Valuation of Investments – Investments are stated at fair value except for the Blended Interest Fund which is recorded at contract value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

Deere & Company Common Stock Fund – Fair value is based on the closing sales price reported on recognized securities exchanges on the last business day of the fiscal year. The Deere & Company Common Stock Fund is maintained on a unit value basis and includes a money market fund for liquidity purposes.  The number of units and related net asset value per unit as of October 31, 2016 and 2015 for the fund are as follows:

 

 

 

Master Trust

 

Plan

 

Net Asset

 

 

 

Units

 

Units

 

Value

 

 

 

Outstanding

 

Outstanding

 

Per Unit

 

 

 

 

 

 

 

 

 

October 31, 2016

 

3,567,577

 

2,797,224

 

$ 128.24

 

October 31, 2015

 

3,754,805

 

2,911,725

 

$ 113.46

 

 

Mutual Fund – The mutual fund is valued at quoted market prices which represent the net asset values of shares held by the Plan on the last business day of the fiscal year.

 

Blended Interest Fund – The Blended Interest Fund is invested in synthetic guaranteed investment contracts (“GICs”) as described in Note 3 and is measured at contract value.  Contract value represents contributions made to the Fund, plus credited earnings, less participant withdrawals.

 

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Wells Fargo Core Plus Bond Fund – The fund is a separately managed fund for the benefit of the Master Trust only and has an underlying portfolio of financial instruments consisting of various fixed income securities and is stated at fair value.  The fair values are estimated by using pricing models, where the inputs to those models are based on observable market inputs. The inputs to the valuation techniques vary depending on the type of security being priced but are typically benchmark yields, benchmark security prices, credit spreads, prepayment speeds, reported trades, and broker-dealer quotes.

 

Fidelity BrokerageLink Accounts – The BrokerageLink accounts are valued at the closing net asset values of the mutual funds comprising the account.

 

Common Collective Trust Funds – These funds are valued at redemption price which is based on the net asset values of units held by the Plan on the last business day of the fiscal year, as determined by the issuers of the funds based on the fair value of the underlying investments.

 

Purchases and sales of securities are recorded on a trade-date basis.

 

Income Recognition – Interest on bank and insurance contracts in the Blended Interest Fund 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 ex-dividend date and are reflected as an increase in the fund’s net asset value on that day.  Dividends in other funds are recorded on the ex-dividend date 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.

 

Net Appreciation – Includes the Master Trust’s gains and losses on investments bought and sold as well as held during the year.

 

Interest and Dividends – Interest and dividends investment income in the Master Trust includes dividends on mutual funds and Deere & Company Common Stock Fund, as well as interest earned from the Blended Interest Fund.

 

Investment Fees – Management fees and operating expenses charged to the Plan for investments are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return.

 

Net Transfers From Affiliate Plan – Transfers represent net assets transferred to the Plan during the year ended October 31, 2016 from the John Deere Tax Deferred Savings Plan for Wage Employees for participants who became participants in the Plan.

 

Payment of Benefits – Benefit payments to participants are recorded upon distribution.  Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were immaterial at October 31, 2016 and 2015.

 

Loans to Participants – Loans to participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent loans are recorded as distributions based on the terms of the Plan document.

 

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Administrative Expenses – Administrative expenses of $2.00 per participant are deducted from participant accounts each calendar quarter.  The remaining expense is paid by the Company and through credits provided by the recordkeeper for Plan investments.  Participants also pay administrative costs for loans and qualified domestic relation orders.

 

Excess Contributions Payable – The Plan is required to return contributions received during the Plan year in excess of the IRC limits.

 

3.                    BLENDED INTEREST FUND

 

The Blended Interest Fund is a stable value investment option available to participants that includes several synthetic GICs which simulate the performance of guaranteed investment contracts through an issuer’s guarantee of a specific interest rate and a portfolio of financial instruments that are owned by the Master Trust.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus credited earnings, less participant withdrawals.  The interest rate of the fund is reset quarterly based on market rates of other similar investments, the current yield of the underlying investments, and the spread between the market value and contract value.

 

The synthetic GICs include underlying assets consisting of various fixed income securities which are held in a trust owned by the Master Trust and utilize benefit-responsive wrapper contracts issued by JP Morgan Chase, State Street Bank and Trust Company, American General Life Company, Transamerica Premier Life, Bank of Tokyo-Mitsubishi, Nationwide Life Insurance Company, and Prudential Insurance Company of America. The wrapper contracts are designed to allow participants to execute Blended Interest Fund transactions at contract value in extreme circumstances.  The Master Trust’s ability to receive amounts due pursuant to the wrapper contracts depends on the issuers’ ability to meet their financial obligations under the wrapper contracts, which may be affected by future economic and regulatory developments.  In addition, certain events such as Plan termination or a Plan merger initiated by the Company may limit the ability of the Plan to transact at contract value or may allow for the termination of the wrapper contract which may result in transacting at less than contract value. Plan management believes that any events that may limit the ability of the Plan to transact at contract value are not probable.

 

4.                      MASTER TRUST AND FAIR VALUE MEASUREMENTS

 

The investment in the Master Trust represents the Plan’s proportionate share of the net assets of the Master Trust which have been accumulated through participant and Company contributions and investment activity of the Master Trust less benefit payments and certain administrative expenses.  Use of the Master Trust permits the commingling of the Plan’s assets with the assets of the John Deere Tax Deferred Savings Plan for Wage Employees for investment and administrative purposes.  Although assets of both plans are commingled in the Master Trust, Fidelity, as trustee, maintains supporting records for the purpose of allocating the net assets and net gain or loss of the investment accounts to each of the participating plans. The net earnings or loss of the accounts for each day are allocated by Fidelity to each participating plan investment fund based on the relationship of the interest of each plan to the total of the interests of both participating plans.  The Master Trust at October 31, 2016 and 2015 is summarized as follows (in thousands of dollars):

 

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2016

 

2015

 

 

 

 

 

 

 

Noninterest-Bearing Cash

 

$

734

 

$

533

 

 

 

 

 

 

 

Blended Interest Fund at Contract Value

 

563,231

 

564,858

 

 

 

 

 

 

 

Deere & Company Common Stock

 

457,506

 

426,032

 

Common Collective Trusts

 

4,169,376

 

3,877,263

 

Wells Fargo Core Plus Bond Fund

 

86,379

 

64,839

 

Mutual Fund(s)

 

78,666

 

178,724

 

Fidelity BrokerageLink Accounts

 

315,501

 

315,340

 

Total Investments at Fair Value

 

5,107,428

 

4,862,198

 

 

 

 

 

 

 

Receivables

 

12,700

 

23,973

 

 

 

 

 

 

 

Total Assets in Master Trust

 

5,684,093

 

5,451,562

 

 

 

 

 

 

 

Liabilities

 

24,799

 

40,629

 

 

 

 

 

 

 

Net Assets in Master Trust

 

$

5,659,294

 

$

5,410,933

 

 

 

 

 

 

 

Plan’s Interest in Net Assets of Master Trust

 

$

4,956,907

 

$

4,713,356

 

 

 

 

 

 

 

Plan’s Interest in Master Trust as a Percentage of the Total

 

88%

 

87%

 

 

The net investment income of the Master Trust for the year ended October 31, 2016 consisted of the following (in thousands of dollars):

 

Net appreciation

 

$

165,102

 

Interest and dividends

 

38,655

 

Net investment income

 

$

203,757

 

 

 

 

 

Plan’s portion of Master Trust investment income

 

$

173,447

 

 

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The Master Trust holds shares or interests in investments where the fair value is estimated based on the net asset value per share (or its equivalent).  At October 31, 2016 and 2015, there were no unfunded commitments or redemption restrictions, and the fair values are summarized as follows (in thousands of dollars):

 

 

 

2016

 

2015

 

 

 

Fair Value

 

Fair Value

 

 

 

 

 

 

 

Lifepath Index Funds

 

$

2,057,852

 

$

1,863,648

 

Stock Index Funds

 

584,709

 

549,006

 

Bond Index Funds

 

92,848

 

64,041

 

Real Estate Index Fund

 

29,058

 

23,676

 

Small-Mid Cap Fund

 

136,797

 

146,440

 

Large Cap Funds

 

943,202

 

1,010,125

 

Commodity Index Fund

 

8,816

 

6,571

 

Short-Term Investment Fund

 

114,929

 

 

 

International Stock Funds

 

201,165

 

213,756

 

 

 

$

4,169,376

 

$

3,877,263

 

 

Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, established a single authoritative definition of fair value, set a framework for measuring fair value, and requires disclosures about fair value measurements. In accordance with ASC 820, the Plan classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth by level within the fair value hierarchy a summary of the Master Trust’s investments measured at fair value on a recurring basis at October 31, 2016 and 2015.

 

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Master Trust Investments

 

 

 

Fair Value Measurements (in thousands of dollars)

 

 

 

at October 31, 2016, Using

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Deere & Company Common Stock

 

$

457,506

 

 

 

 

 

$

457,506

 

 

 

 

 

 

 

 

 

 

 

Wells Fargo Core Plus Bond Fund:

 

 

 

 

 

 

 

 

 

Asset-Backed Securities

 

 

 

$

5,308

 

 

 

5,308

 

Commercial Mortgage-Backed Securities

 

 

 

4,434

 

 

 

4,434

 

Residential Mortgage-Backed Securities - Agency

 

 

 

21,619

 

 

 

21,619

 

Residential and Commercial Mortgage Obligations

 

 

 

1,657

 

 

 

1,657

 

Corporate Debt Securities

 

 

 

30,086

 

 

 

30,086

 

Debt Securities Issued by the U.S. Treasury and Other

 

 

 

 

 

 

 

 

 

U.S. Government Corporations and Agencies

 

 

 

23,275

 

 

 

23,275

 

Total Wells Fargo Core Plus Bond Fund

 

 

 

86,379

 

 

 

86,379

 

Mutual Fund

 

78,666

 

 

 

 

 

78,666

 

BrokerageLink Accounts

 

315,501

 

 

 

 

 

315,501

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

$

851,673

 

$

86,379

 

 

 

$

938,052

 

 

 

 

 

 

 

 

 

 

 

Common Collective Trusts Measured at Net Asset Value

 

 

 

 

 

 

 

$

4,169,376

 

 

 

 

 

 

 

 

 

 

 

Total Investments at Fair Value

 

 

 

 

 

 

 

$

5,107,428

 

 

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

Master Trust Investments

 

 

 

Fair Value Measurements (in thousands of dollars)

 

 

 

at October 31, 2015, Using

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Deere & Company Common Stock

 

$

426,032

 

 

 

 

 

$

426,032

 

 

 

 

 

 

 

 

 

 

 

Wells Fargo Core Plus Bond Fund:

 

 

 

 

 

 

 

 

 

Asset-Backed Securities

 

 

 

$

1,454

 

 

 

1,454

 

Commercial Mortgage-Backed Securities

 

 

 

4,543

 

 

 

4,543

 

Residential Mortgage-Backed Securities - Agency

 

 

 

19,775

 

 

 

19,775

 

Residential and Commercial Mortgage Obligations

 

 

 

2,264

 

 

 

2,264

 

Corporate Debt Securities

 

 

 

26,813

 

 

 

26,813

 

Debt Securities Issued by the U.S. Treasury and Other

 

 

 

 

 

 

 

 

 

U.S. Government Corporations and Agencies

 

 

 

9,990

 

 

 

9,990

 

Total Wells Fargo Core Plus Bond Fund

 

 

 

64,839

 

 

 

64,839

 

Mutual Funds

 

178,724

 

 

 

 

 

178,724

 

BrokerageLink Accounts

 

315,340

 

 

 

 

 

315,340

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

$

920,096

 

$

64,839

 

 

 

$

984,935

 

 

 

 

 

 

 

 

 

 

 

Common Collective Trusts Measured at Net Asset Value

 

 

 

 

 

 

 

$

3,877,263

 

 

 

 

 

 

 

 

 

 

 

Total Investments at Fair Value

 

 

 

 

 

 

 

$

4,862,198

 

 

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5.                    EXEMPT PARTY-IN-INTEREST TRANSACTIONS

 

The Plan held 4,062,466 and 4,235,559 shares of common stock of Deere & Company, the sponsoring employer, with a cost basis of approximately $227 million and $229 million at October 31, 2016 and 2015, respectively.  During the year ended October 31, 2016, the Plan recorded dividend income of approximately $9.9 million from the Company common stock.

 

The Plan also holds investments in mutual funds administered by Fidelity Investments Institutional Operations Company, Inc., an affiliate of the Plan trustee, investment manager, and recordkeeper.  Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.

 

6.                    FEDERAL INCOME TAX STATUS

 

The IRS has determined and informed the Company, by a letter dated October 5, 2016, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC.  The Company believes that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and the Plan and related trust continue to be tax-exempt.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

The Plan is subject to routine audits by taxing jurisdictions; however, there are no audits for any tax periods in progress.  The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2009.

 

Employees participating in the Plan are subject to federal income taxes on the pre-tax distributions from their accounts in the calendar year in which such distributions are received from Fidelity.

 

7.                    VOLUNTARY COMPLIANCE RESOLUTION

 

The Plan filed an application for a compliance statement from the IRS in plan year 2016 under the voluntary compliance resolution program related to a participant loan.  A signed compliance statement was received dated September 14, 2016 with respect to IRS 72(p) regulations, and all items were corrected during the plan year 2016.

 

8.                    PLAN TERMINATION

 

Although it has not expressed any intention to do so, the Company has the right under the Plan 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 become fully vested and be distributed to participants.

 

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9.                    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 as of October 31, 2016 and 2015 (in thousands of dollars):

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net assets available for benefits per the financial statements

 

$

4,999,010

 

$

4,756,119

 

Adjustment from contract value to fair value for fully benefit-responsive investment contracts

 

8,562

 

8,547

 

 

Net assets available for benefits per the Form 5500

 

$

5,007,572

 

$

4,764,666

 

 

For the year ended October 31, 2016, the following is a reconciliation of the increase in net assets available for benefits per the financial statements to the Form 5500 (in thousands of dollars):

 

Increase in net assets available for benefits per the financial statements

 

$

242,891

 

Adjustment from contract value to fair value for fully benefit-responsive investment contracts, October 31, 2016

 

8,562

 

 

Adjustment from contract value to fair value for fully benefit-responsive investment contracts, October 31, 2015

 

(8,547

)

Increase in net assets per the Form 5500

 

$

242,906

 

 

 

*  *  *  *  *

 

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SUPPLEMENTAL SCHEDULE

 

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JOHN DEERE SAVINGS AND INVESTMENT PLAN

 

 

 

EMPLOYER ID NO.:  36-2382580

 

 

 

PLAN NO.:  003

 

 

 

 

 

 

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS

 

 

 

(HELD AT END OF YEAR)

 

 

 

AS OF OCTOBER 31, 2016

 

 

 

 

 

 

 

 

 

 

Current

 

(In thousands of dollars)

 

Value**

 

 

 

 

 

LOANS TO PARTICIPANTS (at interest rates of 4.75% to 9.75%, maturing

 

 

 

from November 2016 through November 2026)*

 

$

42,103

 

 

* Represents a party-in-interest to the Plan.

 

 

 

** Cost information is not required for participant-directed investments and not included.

 

 

 

 

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SIGNATURE

 

The Plan

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of the John Deere Savings and Investment Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

DEERE & COMPANY
(Registrant)

 

 

 

By:

/s/ Marc A. Howze

 

 

Marc A. Howze

 

 

Senior Vice President & Chief Administrative Officer

 

 

Date:  21 February 2017

 

21