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DISPOSITION
3 Months Ended
Jan. 31, 2014
DISPOSITION  
DISPOSITION

(18)  In December 2013, the Company closed the sale of 60 percent of its subsidiary John Deere Landscapes, LLC (Landscapes) to a private equity investment firm affiliated with Clayton, Dubilier & Rice, LLC (CD&R).  CD&R acquired newly created shares of cumulative convertible participating preferred stock initially representing 60 percent of the outstanding capital stock of Landscapes on an as-converted basis.

 

At October 31, 2013, the total assets of $505 million and liabilities of $120 million for these operations were classified as held for sale in the consolidated financial statements and written down to realizable value, which consisted of $153 million of receivables, $219 million of inventories, $37 million of property and equipment, $106 million of goodwill, $25 million of other intangible assets and $10 million of other assets less a $45 million asset impairment.  The related liabilities held for sale consisted of accounts payable and accrued expenses.  The total amount of proceeds from the sale at closing was approximately $305 million with no significant gain or loss.

 

The Company initially retained 40 percent of the Landscapes business in the form of common stock.  As of January 2014, the Company no longer consolidates Landscapes and reports the results as an equity investment in unconsolidated affiliates.  The fair value of the Company’s retained equity investment was approximately $80 million at closing.  The fair value was determined using an implied equity value approach.  This approach used an option pricing model to determine the value of Landscapes’ total equity based on the purchase price of the preferred stock of $174 million, as well as the preferred stock’s conversion feature and dividend rights.  The value of the Company’s common stock of Landscapes was the difference between the total fair value of the Landscapes’ equity and the value of CD&R’s preferred stock.  The significant unobservable inputs were the expected term of the investment, assumptions about the form of preferred dividend payments and the assumed volatility of the Landscapes enterprise during the term of the investment.  Due to the Company’s continuing involvement through its initial 40 percent interest, Landscapes’ historical operating results are presented in continuing operations.