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10.22 Indemnification Agreement with the members of the Board 31.2 Certification of Chief Financial Officer Pursuant to
of Directors (incorporated by reference to Exhibit 10(u) to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)
Registrant’s Annual Report on Form 10-K for the fiscal year ended (filed herewith).
October 31, 2006, Commission File No. 1-8649).* 32 Certification of Chief Executive Officer and Chief Financial
10.23 The Toro Company Change in Control Severance Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
Compensation Policy and attached Form of Release (incorporated to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
by reference to Exhibit 10.1 to Registrant’s Current Report on herewith).
Form 8-K dated January 18, 2011, Commission File No. 1-8649).* 101 The following financial information from The Toro Company’s
10.24 Offer Letter dated July 25, 2011 between The Toro Annual Report on Form 10-K for the fiscal year ended October 31,
Company and Renee J. Peterson (incorporated by reference to 2013, filed with the SEC on December 20, 2013, formatted in
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated eXtensible Business Reporting Language (XBRL): (i) Consolidated
July 29, 2011, Commission File No. 1-8649).* Statements of Earnings for each of the fiscal years in the
three-year period ended October 31, 2013, (ii) Consolidated
10.25 Credit Agreement dated as of July 28, 2011, among The Statements of Comprehensive Income for each of the fiscal years
Toro Company, Toro Manufacturing LLC, Exmark Manufacturing in the three-year period ended October 31, 2013, (iii) Consolidated
Company Incorporated, Toro International Company and certain Balance Sheets as of October 31, 2013 and 2012,
subsidiaries, as Borrowers, the lenders from time to time party (iv) Consolidated Statements of Cash Flows for each of the fiscal
thereto, Bank of America, N.A., as Administrative Agent, Swing years in the three-year period ended October 31, 2013,
Line Lender and Letter of Credit Issuer and Wells Fargo Bank, (v) Consolidated Statements of Stockholders’ Equity each of the
National Association, as Syndication Agent (incorporated by fiscal years in the three-year period ended October 31, 2013, and
reference to Exhibit 10.1 to Registrant’s Current Report on (vi) Notes to Consolidated Financial Statements (filed herewith).
Form 8-K dated July 28, 2011, Commission File No. 1-8649).
(1) Portions of this exhibit have been redacted and are subject to an order granting
10.26 (1) Credit and Security Agreement dated August 12, 2009 confidential treatment under the Securities Exchange Act of 1934, as amended
(File No. 001-08649, CF # 24035). The redacted material was filed separately
by and between Red Iron Acceptance, LLC and TCF Inventory
with the Securities and Exchange Commission.
Finance, Inc. (incorporated by reference to Exhibit 10.1 to
(2) Portions of this exhibit have been redacted and are subject to an order granting
Registrant’s Current Report on Form 8-K dated August 12, 2009,
confidential treatment under the Securities Exchange Act of 1934, as amended
Commission File No. 1-8649). (File No. 001-08649, CF # 28545). The redacted material was filed separately
10.27 (1) First Amendment to Credit and Security Agreement, with the Securities and Exchange Commission.
dated June 6, 2012, by and between Red Iron Acceptance, LLC * Management contract or compensatory plan or arrangement required to be filed
and TCF Inventory Finance, Inc. (incorporated by reference to as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of
Regulation S-K.
Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q dated
May 4, 2012, Commission File No. 1-8649). ** All exhibits and schedules to this exhibit have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. Toro will furnish the omitted exhibits and
12 Computation of Ratio of Earnings to Fixed Charges (filed schedules to the Securities and Exchange Commission upon request by the
herewith). Securities and Exchange Commission.
21 Subsidiaries of Registrant (filed herewith). (b) Exhibits
23 Consent of Independent Registered Public Accounting Firm See Item 15(a)(3) above.
(filed herewith).
31.1 Certification of Chief Executive Officer Pursuant to (c) Financial Statement Schedules
Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) See Item 15(a)(2) above.
(filed herewith).
70