TTC 10-K Annual Report Oct. 31, 2020 | Alphaminr
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TTC 10-K Fiscal year ended Oct. 31, 2020

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TORO CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 (1) Agreement to Form Joint Venture dated August12, 2009 by and between The Toro Company and TCF Inventory Finance,Inc. (incorporated by reference to Exhibit2.1 to Registrant's Current Report on Form8-K dated August12, 2009, Commission File No.1-8649).** 2.2 (2) First Amendment to Agreement to Form Joint Venture dated June6, 2012 by and between The Toro Company and TCF Inventory Finance,Inc. (incorporated by reference to Exhibit2.1 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended May4, 2012, Commission File No.1-8649).** 2.3 (3) Second Amendment to Agreement to Form Joint Venture dated November29, 2016 by and between The Toro Company and TCF Inventory Finance,Inc. (incorporated by reference to Exhibit2.1 to Registrant's Current Report on Form8-K dated November29, 2016, Commission File No.1-8649).** 2.4 (4) Third Amendment to Agreement to Form Joint Venture effective as of December 20, 2019 by and between The Toro Company and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit 2.2 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, Commission File No. 1-8649). 2.5 (1) Limited Liability Company Agreement of Red Iron Acceptance,LLC dated August12, 2009 by and between Red Iron Holding Corporation and TCFIF Joint Venture I,LLC (incorporated by reference to Exhibit2.2 to Registrant's Current Report on Form8-K dated August12, 2009, Commission File No.1-8649).** 2.6 Amendment No.1 to Limited Liability Company Agreement of Red Iron Acceptance,LLC dated May31, 2011 by and between Red Iron Holding Corporation and TCFIF Joint Venture I,LLC (incorporated by reference to Exhibit2.4 to Registrant's Annual Report on Form10-K for the fiscal year ended October31, 2012, Commission File No.1-8649).** 2.7 (2) Second Amendment to Limited Liability Company Agreement of Red Iron Acceptance,LLC dated June6, 2012 by and between Red Iron Holding Corporation and TCFIF Joint Venture I,LLC (incorporated by reference to Exhibit2.2 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended May4, 2012, Commission File No.1-8649).** 2.8 (3) Third Amendment to Limited Liability Company Agreement of Red Iron Acceptance,LLC dated November29, 2016 by and between Red Iron Holding Corporation and TCFIF Joint VentureI,LLC (incorporated by reference to Exhibit2.2 to Registrant's Current Report on Form8-K dated November29, 2016, Commission File No.1-8649).** 2.9 Fourth Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC dated as of July 17, 2019 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (filed herewith). 2.10 Fifth Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC effective as of December 20, 2019 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (incorporated by reference to Exhibit 2.3 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, Commission File No. 1-8649). 2.11 Receivable Purchase Agreement dated October1, 2009 by and among Toro Credit Company, as Seller, The Toro Company, and Red Iron Acceptance,LLC, as Buyer (incorporated by reference to Exhibit2.1 to Registrant's Current Report on Form8-K dated October1, 2009, Commission File No.1-8649).** 2.12 (3) Fourth Amended and Restated Program and Repurchase Agreement dated as of November29, 2016 by and between The Toro Company and Red Iron Acceptance,LLC (incorporated by reference to Exhibit2.3 to Registrant's Current Report on Form8-K dated November29, 2016, Commission File No.1-8649). 2.13 (4) First Amendment to Fourth Amended and Restated Program and Repurchase Agreement effective as of December 20, 2019 by and between The Toro Company and Red Iron Acceptance, LLC (incorporated by reference to Exhibit 2.4 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, Commission File No. 1-8649). 2.14 Asset Purchase Agreement dated as of October27, 2014 among The Toro Company, Northern Star Industries,Inc. and its shareholders (incorporated by reference to Exhibit2.1 to Registrant's Current Report on Form8-K dated October27, 2014, Commission File No.1-8649).** 2.15 Agreement and Plan of Merger dated as of February 14, 2019 among The Toro Company, Helix Company, Inc., The Charles Machine Works, Inc. and Agent 186 LLC, as Shareholders Agent (incorporated by reference to Exhibit 2.1 to Registrants Current Report on Form 8-K dated February 14, 2019, Commission File No. 1-8649).** 3.1 and 4.1 Restated Certificate of Incorporation of The Toro Company (incorporated by reference to Exhibit3.1 to Registrants Current Report on Form8-K dated June17, 2008, Commission File No.1-8649). 3.2 and 4.2 Certificate of Amendment to Restated Certificate of Incorporation of The Toro Company (incorporated by reference to Exhibit3.1 to Registrants Current Report on Form8-K dated March12, 2013, Commission File No.1-8649). 3.3 and 4.3 Amended and Restated Bylaws of The Toro Company (incorporated by reference to Exhibit3.1 to Registrants Current Report on Form8-K dated July19, 2016, Commission File No.1-8649). 4.4 Specimen Form of Common Stock Certificate (incorporated by reference to Exhibit4(c) to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended August1, 2008, Commission File No.1-8649). 4.5 Description of Common Stock of The Toro Company (filed herewith). 4.7 Indenture dated as of April20, 2007, between Registrant and The Bank of New York Trust Company, N.A., as Trustee, relating to The Toro Companys 6.625% Notes due May1, 2037 (incorporated by reference to Exhibit4.3 to Registrants Registration Statement on FormS-3 filed with the Securities and Exchange Commission on April23, 2007, Registration No.333-142282). 4.8 First Supplemental Indenture dated as of April26, 2007, between Registrant and The Bank of New York Trust Company, N.A., as Trustee, relating to The Toro Companys 6.625% Notes due May1, 2037 (incorporated by reference to Exhibit4.1 to Registrants Current Report on Form8-K dated April23, 2007, Commission File No.1-8649). 4.9 Formof The Toro Company 6.625% Note due May1, 2037 (incorporated by reference to Exhibit4.2 to Registrants Current Report on Form8-K dated April23, 2007, Commission File No.1-8649). 10.1 The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to Registrants Annual Report on Form 10-K for the fiscal year ended October 31, 2016, Commission File No. 1-8649).* 10.2 Amendment No. 1 to The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as Amended and Restated, dated as of December 3, 2019 (incorporated by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2019, Commission File No. 1-8649).* 10.3 The Toro Company Performance Share Plan (As Amended January15, 2008) (incorporated by reference to Exhibit10.2 to Registrant's Current Report on Form8-K dated January15, 2008, Commission File No.1-8649).* 10.4 The Toro Company Supplemental Benefit Plan, Amended and Restated Effective January1, 2017 (incorporated by reference to Exhibit10.8 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended February 3, 2017, Commission File No.1-8649).* 10.5 The Toro Company Deferred Compensation Plan, Amended and Restated Effective January1, 2017 (incorporated by reference to Exhibit10.9 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended February 3, 2017, Commission File No.1-8649).* 10.6 The Toro Company Deferred Compensation Plan for Officers, Amended and Restated Effective January1, 2017 (incorporated by reference to Exhibit10.10 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended February 3, 2017, Commission File No.1-8649).* 10.7 The Toro Company Deferred Compensation Plan for Non-Employee Directors, Amended and Restated Effective January1, 2017 (incorporated by reference to Exhibit10.11 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended February 3, 2017, Commission File No.1-8649).* 10.8 Form of Nonemployee Director Stock Option Agreement between The Toro Company and its Non-Employee Directors under The Toro Company 2010 Equity and Incentive Plan (incorporated by reference to 10.14 to Registrant's Annual Report on Form10-K for fiscal year ended October31, 2014, Commission File No.1-8649).* 10.9 Form of Nonemployee Director Stock Option Agreement between The Toro Company and its Non-Employee Directors under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.11 to Registrants Annual Report on Form 10-K for the fiscal year ended October 31, 2016, Commission File No. 1-8649).* 10.10 Form of Nonqualified Stock Option Agreement between The Toro Company and its officers and other employees under The Toro Company 2010 Equity and Incentive Plan (incorporated by reference to Exhibit10.16 to Registrant's Annual Report on Form10-K for the fiscal year ended October31, 2014, Commission File No.1-8649).* 10.11 Form of Nonqualified Stock Option Agreement between The Toro Company and its officers and other employees under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.14 to Registrants Annual Report on Form 10-K for the fiscal year ended October 31, 2016, Commission File No. 1-8649).* 10.12 Form of Performance Share Award Agreement between The Toro Company and its officers and other employees under The Toro Company Performance Share Plan (incorporated by reference to Exhibit10(t) to Registrant's Annual Report on Form10-K for the fiscal year ended October31, 2007, Commission File No.1-8649).* 10.13 Form of Performance Share Award Agreement between The Toro Company and its officers and other employees under The Toro Company 2010 Equity and Incentive Plan (incorporated by reference to Exhibit10.18 to Registrant's Annual Report on Form10-K for the fiscal year ended October31, 2014, Commission File No.1-8649).* 10.14 Form of Performance Share Award Agreement between The Toro Company and its officers and other employees under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.17 to Registrants Annual Report on Form 10-K for the fiscal year ended October 31, 2016, Commission File No. 1-8649).* 10.15 Form of Annual Performance Award Agreement between The Toro Company and its officers and other employees under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.18 to Registrants Annual Report on Form 10-K for the fiscal year ended October 31, 2016, Commission File No. 1-8649).* 10.16 Form of Restricted Stock Award Agreement between The Toro Company and its officers and other employees under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.19 to Registrants Annual Report on Form 10-K for the fiscal year ended October 31, 2016, Commission File No. 1-8649).* 10.17 Form of Restricted Stock Unit Award Agreement between The Toro Company and its officers and other employees under The Toro Company 2010 Equity and Incentive Plan (incorporated by reference to Exhibit10.21 to Registrant's Annual Report on Form10-K for the fiscal year ended October31, 2014, Commission File No.1-8649).* 10.18 Form of Restricted Stock Unit Award Agreement between The Toro Company and its officers and other employees under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.21 to Registrants Annual Report on Form 10-K for the fiscal year ended October 31, 2016, Commission File No. 1-8649).* 10.19 Form of Indemnification Agreement with the members of the Board of Directors (incorporated by reference to Exhibit10(u) to Registrant's Annual Report on Form10-K for the fiscal year ended October31, 2006, Commission File No.1-8649).* 10.20 The Toro Company Change in Control Severance Compensation Policy and attached Form of Release (incorporated by reference to Exhibit10.1 to Registrant's Current Report on Form8-K dated January18, 2011, Commission File No.1-8649).* 10.21 Offer Letter dated July25, 2011 between The Toro Company and Renee J. Peterson (incorporated by reference to Exhibit10.1 to Registrant's Current Report on Form8-K dated July29, 2011, Commission File No.1-8649).* 10.22 Offer Letter dated August18, 2015 between The Toro Company and Richard M. Olson (incorporated by reference to Exhibit10.1 to Registrant's Current Report on Form8-K dated August19, 2015, Commission File No.1-8649).* 10.23 Offer Letter dated July19, 2016 between The Toro Company and Richard M. Olson (incorporated by reference to Exhibit10.1 to Registrant's Current Report on Form8-K dated July19, 2016, Commission File No.1-8649).* 10.24 Credit Agreement dated as of June 19, 2018 among The Toro Company, Toro Luxembourg S. a. r. l. and certain subsidiaries, as Borrowers, the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer, and Wells Fargo Bank, National Association, as Syndication Agent (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K dated June 19, 2018, Commission File No. 1-8649). 10.25 (1) Credit and Security Agreement dated August12, 2009 by and between Red Iron Acceptance,LLC and TCF Inventory Finance,Inc. (incorporated by reference to Exhibit10.1 to Registrant's Current Report on Form8-K dated August12, 2009, Commission File No.1-8649). 10.26 (2) First Amendment to Credit and Security Agreement dated June6, 2012 by and between Red Iron Acceptance,LLC and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit10.1 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended May4, 2012, Commission File No.1-8649). 10.27 Second Amendment to Credit and Security Agreement dated November29, 2016 by and between Red Iron Acceptance,LLC and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit10.1 to Registrant's Current Report on Form8-K dated November29, 2016, Commission File No.1-8649). 10.28 Third Amendment to Credit and Security Agreement effective as of December 20, 2019 by and between Red Iron Acceptance, LLC and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, Commission File No. 1-8649). 10.29 Term Loan Credit Agreement dated as of March 19, 2019, by and among The Toro Company, as Borrower, the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and JP Morgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K dated March 19, 2019, Commission File No. 1-8649). 10.30 Note Purchase Agreement, dated as of April 30, 2019, by and among The Toro Company and the purchasers listed on the Purchaser Schedule thereto (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K dated April 30, 2019, Commission File No. 1-8649). 10.31 Term Loan Credit Agreement dated as of March 30, 2020, by and among The Toro Company, as Borrower, lenders as parties thereto, Bank of America, N.A., as Administrative Agent, and U.S. Bank National Association, as Syndication Agent (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated March 30, 2020, Commission File No. 1-8649). 21 Subsidiaries of Registrant (filed herewith). 23.1 Consent of Independent Registered Public Accounting Firm (filed herewith). 31.1 Certification of Chief Executive Officer Pursuant to Rule13a-14(a) (Section302 of the Sarbanes-Oxley Act of 2002) (filed herewith). 31.2 Certification of Chief Financial Officer Pursuant to Rule13a-14(a) (Section302 of the Sarbanes-Oxley Act of 2002) (filed herewith). 32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).