TTC 10-K Annual Report Oct. 31, 2023 | Alphaminr
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TTC 10-K Fiscal year ended Oct. 31, 2023

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TORO CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsnoneItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Accountant 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. (filed herewith).** 2.2 (1) First Amendment to Agreement to Form Joint Venture dated June6, 2012 by and between The Toro Company and TCF Inventory Finance,Inc. (filed herewith).** 2.3 (1) Second Amendment to Agreement to Form Joint Venture dated November29, 2016 by and between The Toro Company and TCF Inventory Finance,Inc. (filed herewith).** 2.4 (1) 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) Fourth Amendment to Agreement to Form Joint Venture dated as of March 26, 2021 and effective as of March 2, 2020 by and between The Toro Company and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit 2.2to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2021, Commission File No. 1-8649). 2.6 (1) Fifth Amendment to Agreement to Form Joint Venture dated and effective as of June 10, 2022 by and between The Toro Company and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit2.6to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2022, Commission File No. 1-8649). 2.7 (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 (filed herewith).** 2.8 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).** 2.9 (1) 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 (filed herewith).** 2.10 (1) 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 (filed herewith).** 2.11 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 (incorporated by reference to Exhibit2.9 to Registrant's Annual Report on Form10-K for the fiscal year ended October31, 2020, Commission File No.1-8649). 2.12 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). 2.13 Sixth Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC effective as of March 10, 2022 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (filed herewith). 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 as filed with the Securities and Exchange Commission on June18, 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 as filed with the Securities and Exchange Commission on March13, 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 as filed with the Securities and Exchange Commission on May 30, 2023, 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 as 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 as filed with the Securities and Exchange Commission on April26, 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 as filed with the Securities and Exchange Commission on April26, 2007, Commission File No.1-8649). 10.1 The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).* 10.2 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).* 10.3 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).* 10.4 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 Nonqualified Stock Option Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).* 10.9 Form of Nonemployee Director Stock Option Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).* 10.10 Form of Restricted Stock Unit Award Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.4 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).* 10.11 Form of Performance Share Award Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).* 10.12 Form of Annual Performance Award Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.6 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).* 10.13 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).* 10.14 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).* 10.15 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).* 10.16 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).* 10.17 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).* 10.18 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 as filed with the Securities and Exchange Commission on January21, 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 as filed with the Securities and Exchange Commission on 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 as filed with the Securities and Exchange Commission on 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 as filed with the Securities and Exchange Commission on July19, 2016, Commission File No.1-8649).* 10.24 Offer Letter dated February 13, 2023 between The Toro Company and Angela C. Drake (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 14, 2023, Commission File No. 1-8649).* 10.25 Amended and Restated Credit Agreement dated as of October 5, 2021, by and among The Toro Company and Toro LuxembourgS.A.R.L., as Borrowers, the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, Wells Fargo Bank, National Association and U.S. Bank National Association, as Co-Syndication Agents, and BMO Harris Bank, N.A. and HSBC Bank USA, National Association, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 6, 2021, Commission File No. 1-8649). 10.26 Amendment No. 1 to Amended and Restated Credit Agreement dated as of April 27, 2022, by and among The Toro Company, Toro Luxembourg S.A.R.L., each of the Lenders Party Thereto,and Bank of America, N.A., as Administrative Agent(incorporated by reference to Exhibit10.8 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended April 29, 2022, Commission File No.1-8649). 10.27 Amendment No. 2 to Amended and Restated Credit Agreement dated as of September 22, 2023, by and among The Toro Company, Toro Luxembourg S.A.R.L., each of the Lenders Party Thereto, and Bank of America, N.A., as Administrative Agent (filed herewith). 10.28 Term Loan Credit Agreement dated as of April 27, 2022, by and among The Toro Company, as Borrower, Bank of America, N.A., as Administrative Agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as Co-Syndication Agents and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 28, 2022, Commission File No. 1-8649). 10.29 Amendment No. 1 to Term Loan Credit Agreement dated as of September 22, 2023, by and among The Toro Company, each of the Lenders Party Thereto, and Bank of America, N.A., as Administrative Agent (filed herewith). 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 as filed with the Securities and Exchange Commission on April 30, 2019, Commission File No. 1-8649). 10.31 Second Amendment, dated as of June 30, 2022, to Note Purchase Agreement, dated as of April 30, 2019, by and among The Toro Company and each of the Institutions a Signatory Thereto (incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 30, 2022, Commission File No. 1-8649). 10.32 Note Purchase Agreement, dated as of June 30, 2022, by and among The Toro Company and the Purchasers Listed on the Purchaser Schedule Thereto and Form of 3.97% Senior Note due June 30, 2032 (incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 30, 2022, Commission File No. 1-8649). 10.33 (1) Credit and Security Agreement dated as of August12, 2009 by and between Red Iron Acceptance,LLC and TCF Inventory Finance,Inc. (filed herewith). 10.34 (1) First Amendment to Credit and Security Agreement dated as of June6, 2012 by and between Red Iron Acceptance,LLC and TCF Inventory Finance, Inc. (filed herewith). 10.35 Second Amendment to Credit and Security Agreement dated as of 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 as filed with the Securities and Exchange Commission on December 2, 2016, Commission File No.1-8649). 10.36 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). 10.37 Fourth Amendment to Credit and Security Agreement effective as of November 1, 2021 by and between Red Iron Acceptance, LLC and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit 10.24 to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2021, Commission File No. 1-8649). 10.38 Fifth Amendment to Credit and Security Agreement effective as of October 25, 2022 by and between Red Iron Acceptance, LLC and Huntington Distribution Finance, Inc. (previously known as TCF Inventory Finance, Inc.) (incorporated by reference to Exhibit 10.35to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2022, Commission File No. 1-8649). 10.39 SixthAmendment to Credit and Security Agreement effective as ofAugust 31, 2023by and between Red Iron Acceptance, LLC and Huntington Distribution Finance, Inc. (previously known as TCF Inventory Finance, Inc.) (filed herewith). 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). 97 Clawback Policy (filed herewith)*.