Deere & Co. (DE) 10-K risk factor changes: FY2022 vs FY2021

This discussion of risk factors should be considered closely in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations beginning on page 27,] [added: Operations,] including the risks and uncertainties described in the [removed: Safe Harbor Statement on pages 37 – 39,] [added: Forward-Looking Statements,] and the Notes to Consolidated Financial [removed: Statements beginning on page 49.][added: Statements.]

These risk factors and other forward-looking statements [removed: that] relate to future events, expectations, trends, and operating [removed: periods] [added: periods, and] involve certain factors that are subject to change and important risks and uncertainties that could cause actual results to differ materially.

Some of these risks and uncertainties could affect particular lines of business, while others could affect all [removed: of] the Company’s businesses.

The risks described in this Annual Report on Form 10-K and the [removed: “Safe Harbor Statement”] [added: “Forward-Looking Statements”] in this report are not the only risks faced by the Company.

[removed: _International,] [added: International,] national, and regional trade laws, regulations, and policies (particularly those related to or restricting global trade) and government farm programs and policies could significantly impair John Deere’s profitability and growth [removed: prospects._][added: prospects.]

International, national, and regional laws, regulations, and policies directly or indirectly related to or restricting the import and export of John Deere’s products, services, and technology, or those of our customers, including protectionist policies in particular [removed: jurisdictions] [added: jurisdictions,] or for the benefit of favored industries or sectors, could harm John Deere’s global business.

Trade restrictions, including withdrawal from or modification of existing trade agreements, negotiation of new trade agreements, non-tariff trade barriers, local content requirements, and imposition of new or retaliatory tariffs against certain countries or covering certain products, including developments in U.S.-China trade [removed: relations,] [added: relations and sanctions against Russia, have limited, and] could [removed: limit] [added: continue to limit,] John Deere’s ability to capitalize on current and future growth opportunities in international markets and impair John Deere’s ability to expand the [removed: business by offering new technologies, products, and services.][added: business.]

These trade restrictions, and changes [removed: in–or] [added: in, or] uncertainty [removed: surrounding–global] [added: surrounding, global] trade policies, may affect John Deere’s competitive position.

In [removed: particular,] [added: addition,] changing U.S. export controls and sanctions on China, as well as other restrictions affecting transactions involving China and Chinese parties, could affect John Deere’s ability to collect receivables, provide aftermarket [removed: and] warranty support for John Deere equipment, [removed: and] sell products, and otherwise impact John Deere’s reputation and business.

[removed: Although John Deere has a compliance program in place designed to reduce the likelihood of potential violations of import and export laws and sanctions, violations] [added: Violations] of these laws [removed: or sanctions could harm John Deere’s reputation] and [removed: business, and may subject John Deere to] [added: regulations could result in criminal or] civil [added: sanctions] and [removed: criminal sanctions, any of which could] have a material adverse effect on John Deere’s [added: reputation, business,] results of [removed: operations] [added: operations,] and financial condition.

[removed: _Greater] [added: Greater] political, economic, and social uncertainty and the evolving globalization of businesses could significantly change the dynamics of John Deere’s competition, customer base, and product offerings and impact John Deere’s growth opportunities [removed: globally._][added: globally.]

John Deere’s efforts to grow its businesses depend in part upon access to additional geographic markets, including, but not limited to, Argentina, Brazil, China, India, [removed: Russia,] and South Africa, and its success in developing market share and operating profitably in such markets.

[removed: Operating and seeking to expand] [added: Having] business [added: operations] in [removed: a number of different] [added: various] regions and countries exposes John Deere to multiple and potentially conflicting [removed: cultural practices,] business practices, and legal and regulatory requirements that are subject to change and are often complex and difficult to navigate, including those related to tariffs and trade [removed: barriers,] [added: regulations,] investments, property ownership rights, taxation, [removed: sanctions and export control requirements,] repatriation of earnings, and advanced technologies.

While John Deere maintains a positive corporate image and its brands are widely recognized and valued in its traditional markets, the brands are less [removed: well] known in some emerging markets, which could impede John Deere’s efforts to successfully compete in these markets.

[removed: _Negative] [added: Negative] economic conditions and outlook can materially weaken demand for John Deere’s equipment and services, limit access to funding, and result in higher funding [removed: costs._][added: costs.]

The demand for John Deere’s products and services can be significantly reduced in an economic environment characterized by high unemployment, [added: rising interest rates,] cautious consumer spending, [added: changes in consumer practices due to a possible recession,] lower corporate earnings, [removed: U.S. budget issues,] and lower business investment.

Sustained negative economic conditions and outlook [added: also] affect housing starts, energy [added: prices and] demand, and other construction, which dampens demand for certain construction equipment.

John Deere’s turf operations and its construction and forestry [removed: business] [added: segments] are dependent on construction activity and [removed: general] [added: have also been affected by recent adverse] economic conditions.

In addition, uncertain or negative outlook with respect to pervasive U.S. fiscal issues as well as general economic conditions and [removed: outlook can] [added: outlook, such as market volatility and continued interest rate increases by the Federal Reserve, have caused and could continue to] cause significant changes in market liquidity conditions.

Additionally, the Company’s investment management activities could be adversely affected by changes in the equity and bond markets, [added: including the recent volatility of the United Kingdom’s bond market,] which would negatively affect earnings.

[removed: _Changes] [added: Changes] in government banking, monetary, and fiscal policies could have a negative effect on John [removed: Deere._][added: Deere.]

John Deere’s operations and results could also be affected by financial regulatory reform that [removed: could] [added: could, among other things,] have an adverse effect on the financial services segment and on John Deere’s customers by limiting their ability to enter into hedging transactions or to finance purchases of John Deere products.

[removed: _Changes] [added: Changes] in tax rates, tax legislation, or exposure to additional tax liabilities could have a negative effect on John [removed: Deere._][added: Deere.]

If John Deere’s effective tax rates were to increase, or if the ultimate determination of [removed: its] taxes owed is for an amount [removed: in excess of] [added: more than] amounts previously accrued, John Deere’s operating results, cash flows, and financial condition could be adversely affected.

[removed: _The] [added: The] Company’s consolidated financial results are reported in U.S. dollars while certain assets and other reported items are denominated in the currencies of other countries, creating currency exchange and translation [removed: risk._][added: risk.]

Certain of John Deere’s assets, liabilities, expenses, and revenues are denominated in other countries’ [removed: currencies.][added: currencies, which are then translated into U.S. dollars at the applicable exchange rates in the Company’s reported consolidated financial statements.]

Therefore, [removed: increases or decreases] [added: fluctuations] in [added: foreign] exchange rates [removed: between the U.S. dollar and those other currencies] affect the value of those items as reflected in the Company’s consolidated financial statements, even if their value remains unchanged in their original currencies.

[removed: _Because] [added: Because] the financial services segment provides financing for a significant portion of John Deere’s sales worldwide, negative economic conditions in the financial industry could materially impact John Deere’s operations and financial [removed: results._][added: results.]

Negative economic conditions [removed: can] [added: could] have an adverse effect on the financial industry in which the financial services segment operates.

The financial services segment’s liquidity and ongoing profitability depend largely on timely access to capital [removed: in order] to meet future cash flow requirements and to fund operations and costs associated with engaging in diversified funding activities.

[removed: _Because] [added: Because] John Deere’s equipment operations and financial services segment are subject to interest rate risks, changes in interest rates can reduce demand for equipment, adversely affect interest margins, and limit access to capital markets while increasing borrowing [removed: costs._][added: costs.]

[removed: In addition,] [added: Rising interest rates could cause] credit market [removed: dislocations] [added: dislocations, which] could have an impact on funding costs, which are [removed: very] important to the financial services segment because such costs affect the segment’s ability to offer customers competitive financing rates.

[removed: Actions] [added: In addition, actions] by credit rating agencies, such as downgrades or negative changes to ratings outlooks, can affect the availability and cost of funding for the Company and can increase the Company’s cost of capital and hurt its competitive position.

[removed: _Sustained] [added: Sustained] increases in funding obligations under the Company’s pension plans may impair the Company’s liquidity or financial [removed: condition._][added: condition.]

[removed: _John] [added: John] Deere’s ability to adapt in highly competitive markets could affect its business, results of operations, and financial [removed: condition._][added: condition.]

[removed: _John] [added: John] Deere’s ability to understand its customers’ specific preferences and requirements, and to develop, manufacture, and market products that meet customer demand, could significantly affect its business [removed: results._][added: results.]

[removed: _Changing] [added: Changing] worldwide demand for food and different forms of bio-energy could affect the price of farm commodities and consequently the demand for certain John Deere equipment and could also result in higher research and development costs related to changing machine fuel [removed: requirements._][added: requirements.]

[removed: Manufacturing and Operations][added: MANUFACTURING AND OPERATIONAL RISKS]

[removed: _Changes] [added: Changes] in the availability and price of certain raw materials, components, and whole goods [added: have resulted and] could [added: continue to] result in significant disruptions to the supply [removed: chain,] [added: chain causing] production disruptions, [removed: and] increased [removed: costs] [added: costs,] and lower profits on sales of John Deere [removed: products._][added: products.]

Significant disruptions to the supply chain resulting from shortages of raw materials, components, [added: and whole goods has and could continue to adversely affect John Deere’s ability to meet commitments to customers.]

The conflict between Russia and Ukraine could adversely impact our business and financial results.

On February 24, 2022, John Deere suspended shipments of machines and service parts to Russia and Belarus.

After assessing the impact of the Russia and Ukraine conflict on our operations within Russia, our senior management in the U.S. decided to initiate a

voluntary employee-separation program, which reduced overall headcount in Russia.

We may further reduce or discontinue operations in Russia depending on the continued evolution of the conflict, monetary, currency or payment controls, restrictions on access to financial institutions, supply and transportation challenges, sanctions and export controls and counter-sanctions, or other circumstances and considerations.

Our U.S. senior management continues to closely monitor all risks to John Deere operations in the region.

The broader consequences of the Russia and Ukraine conflict such as, embargoes, regional instability, geopolitical shift, access to natural gas, higher energy prices, potential retaliatory action by the Russian government, including nationalization of foreign businesses, increased tensions between the U.S. and countries in which we operate, and the extent of the conflict’s effect on the global economy, cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein.

Ultimately, these or other factors could result in further loss or write-downs of other operating assets and working capital.

The COVID pandemic, geopolitical instability, including the conflict between Russia and Ukraine, and other global events have significantly increased economic and demand uncertainty.

Some of the results of these events include supply chain challenges, inflation, high interest rates, foreign currency exchange volatility, and volatility in global capital markets.

Supply chain challenges, including delays caused by shortages of raw materials, shipping containers and labor, have increased production costs and reduced our profit margins.

Additionally, the cost of raw materials used in John Deere’s products and the cost of freight have increased due to heightened inflation.

These adverse economic events have and may continue to adversely affect John Deere’s operations.

In fiscal 2022, supply constraints, shortage of turf inventory, and softening customer demand have affected our production and sales of consumer products within these segments.

Several factors could impact John Deere’s ability to successfully execute the Smart Industrial operating model, including, among other things, failure to accurately assess market opportunity and the technology required to address such

opportunity; failure to develop and introduce new technologies or lack of adoption of such technologies by John Deere’s customers; and failure to holistically execute lifecycle solutions.

In addition, if the Company is unable to optimize its capital allocation in connection with the operating model, it may not be able to realize the full benefits, which could have an adverse effect on the Company’s financial condition or results of operations.

Similarly, John Deere may not realize the anticipated benefits of its Leap Ambitions and related goals in the expected timeline, or at all.

As part of its Leap Ambitions framework, John Deere adopted various goals that it expects to achieve by 2026 or 2030, as applicable.

John Deere may not be able to achieve these goals for a number of reasons, some of which may be out of its control.

For example, John Deere’s estimates and assumptions related to efficiency of our products and the adoption of precision technology may not be accurate; certain materials, such as quality battery cells, may become unavailable or too costly; or infrastructure required to achieve our goals, such as sufficient charging stations, may become too costly or may not occur on the expected timeline.

The actual or perceived failure to achieve our Leap Ambitions could negatively impact our ability to execute the Smart Industrial operating model, and could harm our reputation and our business.

In an effort to enhance its Smart Industrial operating model by adding technology and talent, during fiscal year 2022, the Company acquired majority ownership in Kreisel Electric Inc., which designs and manufactures high-durability battery packs and high-powered charging stations; a 40 percent equity method investment in GUSS Automation LLC, a producer of semi-autonomous orchard and vineyard sprayers; and LGT, LLC (Light), which specializes in depth sensing and camera-based perception for autonomous vehicles.

Ongoing social and regulatory focus on sustainability and the impact of policies and consumer preferences on the construction, forestry, and agriculture industries mean that change is imminent.

As regulations and social pressure drive change, John Deere must be proactive in monitoring trends and developing alternatives and enhancements that complement our product offerings.

For example, the Company may be unable to keep up with the rising demand for electric agriculture, turf, and construction equipment.

The inability to accurately forecast customer demand for products and services, and to adequately manage inventory, could adversely affect our operating results.

To ensure adequate inventory supply, John Deere must forecast inventory needs and expenses and place orders sufficiently in advance with suppliers and contract manufacturers.

These forecasts are based on estimates of future demand for particular products and services.

Failure to accurately forecast our needs may result in unmet market demand, parts shortages, manufacturing delays, increased costs, or excess inventory.

In response to recent supply chain constraints, John Deere has worked with suppliers to ensure optimum inventory levels.

John Deere’s ability to accurately forecast demand could be affected by many factors, including changes in customer demand for John Deere’s products and services, changes in demand for the products and services of competitors, unanticipated changes in general market conditions, and the weakening of economic conditions or customer confidence in future economic conditions.

If the forecasts used to manage inventory are not accurate, John Deere has in the past and may in the future experience excess inventory levels, shortage of available products, or reduced manufacturing efficiencies.

In addition, John Deere’s industry is attracting non-traditional competitors, including technology-focused companies and start-up ventures.

John Deere relies on a network of independent dealers to manage the distribution of its products.

If dealers are unsuccessful with their sales and business operations, it could have an adverse effect on overall sales and revenue.

John Deere relies on the capability of its dealers to develop and implement effective sales plans to create demand among purchasers for the equipment and related products and services that the dealers purchase from John Deere.

If John Deere’s dealers are not

successful in these endeavors, then John Deere will be unable to grow its sales and revenue, which would have an adverse effect on its financial condition.

Dealers may have trouble funding their day-to-day cash flow needs and paying their obligations due to adverse business conditions resulting from negative economic effects or other factors.

The Company, except as required by law, undertakes no obligation to update or revise this risk factors discussion, whether as a result of new developments or otherwise.

Risks Related to the COVID Pandemic

_The COVID pandemic resulted in additional risks that could materially adversely affect John Deere’s business, financial condition, results of operations, and/or cash flows._

The virus causing COVID was identified in late 2019 and spread globally (COVID pandemic).

Efforts to combat the virus have been complicated by viral variants and uneven access to, and acceptance and effectiveness of, vaccines globally.

The pandemic resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business closures.

These measures have impacted and may continue to impact all or portions of John Deere’s workforce and operations and the operations of customers, dealers, and suppliers.

Although certain restrictions related to the COVID pandemic have eased, uncertainty continues to exist regarding such measures and potential future measures.

Current material and component shortages have limited and could continue to limit John Deere’s ability to meet customer demand, which could have a material adverse effect on the Company’s financial condition, cash flows, and results of operations.

The COVID pandemic caused a global recession and the sustainability of the economic recovery observed in 2021 remains unclear.

The COVID pandemic has also significantly increased economic and demand uncertainty, has caused inflationary pressure in the U.S. and elsewhere, and has led to disruption and volatility in demand for John Deere’s products and services, suppliers’ ability to fill orders, and global capital markets.

Economic uncertainties could continue to affect demand for John Deere’s products and services, the value of the equipment financed or leased, the demand for financing, and the financial condition and credit risk of John Deere’s dealers and customers.

Continued uncertainties related to the magnitude, duration, and persistent effects of the COVID pandemic may significantly adversely affect our business and outlook.

These uncertainties include, among other things: the duration and impact of the resurgence in COVID cases in any country, state, or region; the emergence, contagiousness, and threat of new and different strains of virus; the availability, acceptance, and effectiveness of vaccines; additional closures or other actions as mandated or otherwise made necessary by governmental authorities, including employee vaccine mandates; disruptions in the supply chain, including those caused by industry capacity constraints, material availability, and global logistics delays and constraints arising from, among other things, the transportation capacity of ocean shipping containers, and a prolonged delay in resumption of operations by one or more key suppliers, or the failure of any key supplier; an increasingly competitive labor market due to a sustained labor shortage or increased turnover caused by the COVID pandemic; John Deere’s ability to meet commitments to customers on a timely basis as a result of increased costs and supply and transportation challenges; increased logistics costs; additional operating costs due to continued remote working arrangements, adherence to social distancing guidelines, and other COVID-related challenges; increased risk of cyberattacks on network connections used in remote working arrangements; increased privacy-related risks due to processing health-related personal information; legal claims related to personal protective equipment designed, made, or provided by John Deere or alleged exposure to COVID on John Deere premises; absence of employees due to illness; and the impact of the pandemic on John Deere’s customers and dealers.

These factors, and others that are currently unknown or considered immaterial, could materially and adversely affect the Company’s business, liquidity, results of operations, and financial position.

Geopolitical Uncertainties

Furthermore, market access and the ability to export agricultural and forestry commodities is critical to John Deere’s agricultural and forestry customers.

Embargoes, sanctions, and export controls imposed by the U.S. and other governments restricting or prohibiting transactions with certain persons or entities, including financial institutions, to certain countries or regions, or involving certain products, limit the sales of John Deere products.

Embargoes, sanctions, and export control laws are changing rapidly for certain geographies, including with respect to China, Russia, Myanmar (Burma), and Belarus.

Negative market conditions resulting from economic and political uncertainties in these and other countries could reduce customer confidence, resulting in declines in demand and increases in delinquencies and default rates, which could affect write-offs and provisions for credit losses.

Although John Deere is taking measures to adapt to these changing circumstances, John Deere’s reputation and/or business results could be negatively affected should these efforts prove unsuccessful.

Uncertain Economic Conditions

As discussed under Risks Related to the COVID Pandemic–_The COVID pandemic resulted in additional risks that could materially adversely affect John Deere’s business, financial condition, results of operations, and/or cash flows_, the COVID pandemic caused a global recession and significantly increased economic and demand uncertainty.

In addition, demand for John Deere’s products and services can be significantly reduced by concerns regarding the diverse economic and political circumstances of the individual countries in the eurozone, the debt burden of certain eurozone countries and their ability to meet future financial obligations, the risk that one or more other European Union countries could come under increasing pressure to leave the European Union, or the long term stability of the euro as a single common currency.

Persistent disparity with respect to the widely varying economic conditions within the individual countries in the eurozone, and its implications for the euro as well as market perceptions concerning these and related issues, could adversely affect the value of John Deere’s euro-denominated assets and obligations, have an adverse effect on demand for John Deere’s products and services in the eurozone, and have an adverse effect on financial markets in Europe and globally.

More specifically, it could affect the ability of John Deere’s customers, suppliers, and lenders to finance their respective businesses and access liquidity at acceptable financing costs, if at all, as well as the availability of supplies and materials and the demand for John Deere’s products.

Failure of the U.S. federal government to pass a 2022 budget resolution could lead to a U.S. default under its sovereign debt, the consequences of which could have significant and unpredictable effects on global financial markets, which could in turn negatively affect John Deere’s operating results, cash flows, and financial condition.

Those assets, liabilities, expenses, and revenues are translated into U.S. dollars at the applicable exchange rates to prepare the Company’s consolidated financial statements.

Substantial fluctuations in the value of the U.S. dollar could have a significant impact on John Deere’s results.

_The transition away from the London Interbank Offered Rate (“LIBOR”) and the adoption of alternative reference rates could adversely affect John Deere’s business and results of operations._

John Deere is exposed to LIBOR-based financial instruments, primarily relating to debt, derivative, and receivables transactions, that have been entered into previously and remain outstanding.

The LIBOR benchmark has been subject of national, international, and other regulatory guidance and proposals for reform.

In July 2017, the U.K. Financial Conduct Authority announced its intention to stop persuading or compelling banks to submit rates for calculation of LIBOR after 2021.

In November 2020, the Intercontinental Exchange announced its intention to cease publication of certain LIBOR settings by the end of 2021 while continuing to publish overnight and one-, three-, six-, and twelve-month U.S. dollar LIBOR rates through June 30, 2023.

However, in early 2021, the United States Federal Reserve Board and other regulatory bodies issued guidance encouraging banks and other financial market participants to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate as soon as practicable and in any event no later than December 31, 2021.

These actions may cause LIBOR to perform differently than in the past and LIBOR will likely ultimately cease to exist.

To facilitate an orderly transition from LIBOR to alternative benchmark rate(s), John Deere has established an initiative led by internal subject matter experts to assess and mitigate risks associated with the discontinuation of LIBOR.

As part of this initiative, several alternative benchmark rates have been, and continue to be, evaluated.

At this time, however, the effects of the phase out of LIBOR and the adoption of alternative benchmark rates have not been fully determined.

Any new benchmark rate will likely not replicate

See the information under the caption “Management’s Discussion and [removed: Analysis” on pages 27 – 43.][added: Analysis.”]

See the information under “Management’s Discussion and [removed: Analysis” beginning on page 27,] [added: Analysis,”] under “Financial Instrument Market Risk Information” [removed: on page 43] and in Note [removed: 27] [added: 26] to the Consolidated Financial Statements.

Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, and other important information about forward-looking statements are disclosed under Item 1A, “Risk [removed: Factors”] [added: Factors,”] and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations–Safe Harbor Statement”] [added: Operations (MD&A)–Forward-Looking Statements,”] in this Annual Report on Form 10-K.

[removed: As a result,] [added: Deere & Company’s (the Company) and its subsidiaries’ (collectively,] John [removed: Deere’s] [added: Deere)] operations are [removed: now] categorized into four [removed: major] business segments:

The _production and precision agriculture_ segment defines, develops, and delivers global equipment and technology solutions to unlock customer value for production-scale growers of large grains, small grains, cotton, and [removed: sugar.][added: sugarcane.]

The _construction and forestry_ segment defines, develops, and delivers a broad range of machines and technology solutions [removed: organized along the] [added: to unlock customer value on job sites, including] earthmoving, forestry, and roadbuilding production systems.

The products and services produced by the segments above are marketed primarily through independent retail dealer networks and major retail [removed: outlets,] [added: outlets] and, as it relates to roadbuilding products in certain markets outside the U.S. and Canada, primarily through Company-owned sales and service subsidiaries.

Additional information is presented in the discussion of business segment and geographic area results [added: within the MD&A in this Annual Report] on [removed: pages 28 – 30.][added: Form 10-K.]

Through that address, the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge as soon as reasonably practicable after they are filed [added: or furnished] with the United States Securities and Exchange Commission [removed: (Securities and Exchange Commission] [added: (SEC] or Commission).

_Agriculture and Turf._ Industry sales of large agricultural machinery in the U.S. and Canada are forecasted to increase [removed: approximately 15] [added: 5 to 10] percent compared to [removed: 2021.][added: 2022.]

Industry sales of small agricultural and turf equipment in the U.S. and Canada are expected to be flat [added: to down 5 percent] in [added: 2023.]

Industry sales of agricultural machinery in Europe are forecasted to be [removed: about] [added: flat to up] 5 [removed: percent higher,] [added: percent,] while South American industry sales of tractors and combines are forecasted to be [removed: roughly] [added: flat to up] 5 percent [removed: higher] in [removed: 2022.][added: 2023.]

_Construction and Forestry._ On an industry basis, North American construction equipment and compact construction equipment sales are [removed: both] [added: each] expected to be [removed: 5] [added: flat] to [removed: 10] [added: up 5] percent [removed: higher] in [removed: 2022.][added: 2023.]

Global forestry [added: and global roadbuilding] industry sales are [added: each] expected to [removed: increase 10 to 15 percent.][added: be flat.]

_Financial Services._ The Company’s financial services [removed: operations] [added: results] for full-year fiscal [removed: 2022] [added: 2023] are expected to [removed: experience] [added: be] slightly [removed: lower results] [added: higher in fiscal 2023] due to [added: income earned on] a higher [removed: provision for credit losses,] [added: average portfolio, partially offset by less-favorable financing spreads and] lower gains on [removed: operating lease] [added: operating-lease] residual [removed: values, and higher selling, administrative, and general expenses.][added: values.]

[removed: 2021] [added: 2022] Consolidated Results Compared with [removed: 2020][added: 2021]

For fiscal [removed: 2021,] [added: 2022,] worldwide net income attributable to the Company was [removed: $5.963] [added: $7.131] billion, or [removed: $18.99] [added: $23.28] per share, compared with [removed: $2.751] [added: $5.963] billion, or [removed: $8.69] [added: $18.99] per share, in fiscal [removed: 2020.][added: 2021.]

Worldwide net sales and revenues increased [removed: 24] [added: 19] percent to [removed: $44.024] [added: $52.577] billion in [removed: 2021,] [added: 2022,] compared with [removed: $35.540] [added: $44.024] billion in [removed: 2020.][added: 2021.]

[removed: Operating profit for production and precision agriculture] [added: Net income] increased due to price realization, higher shipment volumes / [added: more favorable] sales mix, and [added: income earned on] a [removed: favorable indirect tax ruling in Brazil.][added: higher average portfolio.]

The cost of sales to net sales ratio for [removed: 2021] [added: 2022] was [removed: 73.3] [added: 73.7] percent, compared with [removed: 75.7] [added: 73.3] percent for [removed: 2020.][added: 2021.]

The production and precision agriculture segment defines, develops, and delivers global equipment and technology solutions to unlock customer value for production-scale growers of [added: crops like] large grains (such as corn and soy), small grains (such as wheat, oats, and barley), cotton, and [removed: sugar.][added: sugarcane.]

Equipment manufactured and distributed by the segment includes large and certain mid-size tractors, combines, cotton pickers, cotton strippers, sugarcane harvesters, related harvesting front-end equipment, [removed: sugarcane loaders,] pull-behind scrapers, and tillage, seeding, and application equipment, including sprayers and nutrient management and soil preparation machinery.

John Deere’s advanced telematics systems remotely connect equipment owners, business managers, and dealers to equipment in the field, providing real-time [added: alerts and information about equipment location, utilization, performance, and maintenance to improve productivity and efficiency, as well as to monitor agronomic job execution.]

In addition to the John Deere brand, the small agriculture and turf segment purchases and sells a variety of equipment attachments under the Frontier, Kemper, and [removed: Green Systems] [added: GreenSystem] brand names.

[removed: The] [added: As mentioned in the description of the Smart Industrial operating model, the] segments are aligned around production systems, enabling focus on delivering equipment, technology, and solutions across all the jobs customers execute during a season.

[removed: Sales are also influenced by general economic conditions, farmland prices, farmers’] debt levels and access to financing, interest and exchange rates, agricultural trends, including the production of and demand for renewable fuels, labor availability and costs, energy costs, tax policies, and other input costs associated with farming.

Other [removed: important] [added: key] factors affecting new agricultural equipment sales are the value and level of used equipment, including tractors, harvesting equipment, self-propelled sprayers, hay and forage equipment, and seeding equipment.

Further, John Deere offers a number of harvesting solutions to support development of the mechanized harvesting of grain, oilseeds, cotton, [removed: sugar,] [added: sugarcane,] and biomass.

Seasonal patterns in retail demand for agricultural equipment [added: can] result in substantial variations in the volume and mix of products sold to retail customers during the year.

[added: Seasonal demand must be estimated in advance, and equipment must be] manufactured in anticipation of such demand to achieve efficient utilization of personnel and facilities throughout the year.

For certain equipment, John Deere offers early order programs, which [added: can] include discounts to retail customers that place orders well in advance of the use season.

The production and precision agriculture and small agriculture and turf segments [added: can] incur substantial seasonal variations in cash flows to finance production and inventory of agricultural and turf equipment.

Consequently, to increase asset turnover and reduce the average level of field inventories throughout the year, production and shipment schedules of these product lines are normally proportionately higher in the second and third fiscal quarters of each year, corresponding closely to the seasonal pattern of retail [removed: sales.][added: sales; however, in 2022, supply constraints impacted production schedules resulting in higher than usual shipments in the fourth quarter.]

General economic conditions, interest rate levels, the availability of credit, and certain commodity prices, such as oil and [removed: gas] [added: gas,] and those applicable to pulp, paper, and saw logs, also influence sales.

Following the termination, [removed: John Deere will continue] [added: Hitachi continues] to [removed: manufacture certain John Deere-branded excavators formerly manufactured by] [added: supply to] the [removed: joint venture and will additionally purchase] [added: Company] certain John Deere-branded [removed: excavators, components, and service parts from Hitachi under] [added: excavators through] a new supply agreement.

Additional competition within the agricultural equipment industry has come from a variety of short-line and specialty manufacturers, as well as [removed: indigenous] [added: local] regional competitors, with differing manufacturing and marketing methods.

Global competitors of the construction and forestry segment include Caterpillar Inc., CNH Industrial N.V., Doosan Infracore Co., Ltd. and its subsidiary Doosan Bobcat Inc., Fayat Group, [added: Hitachi Construction Machinery,] Komatsu Ltd., Kubota Tractor Corporation, Ponsse Plc, SANY Group Co., Ltd., Terex, Tigercat Industries Inc., Volvo Construction Equipment (part of Volvo Group AB), and XCMG.

In the U.S. and Canada, the equipment operations own and operate [removed: 21] [added: 22] factory locations and lease and operate another two locations.

Of these [removed: 23] [added: 24] factories, [removed: eight] [added: nine] are devoted primarily to production and precision agriculture equipment, five to small agriculture and turf equipment, four to construction and forestry equipment, one to engines, two to component remanufacturing, two to hydraulic and power train components, and one to electronic components.

Outside the U.S. and Canada, the equipment operations own or lease and operate [removed: 44] [added: 47] factories, including: agriculture and turf equipment factories in Argentina, Brazil, China, France, Germany, India, Israel, Italy, Mexico, the Netherlands, Russia, and Spain; earthmoving equipment factories in Brazil and China; engine, engine/power train, [added: battery,] hydraulic, or electronic component factories in Argentina, [added: Austria, China,] France, India, and Mexico; roadbuilding equipment factories in Brazil, China, Germany, and India; and forestry equipment factories in [removed: Finland] [added: Canada, Finland,] and New Zealand.

The equipment operations also have financial interests in other manufacturing organizations, which include [removed: the Hitachi joint venture that builds hydraulic excavators and tracked forestry equipment in the U.S., Canada, and Brazil, and] ventures that manufacture transaxles and transmissions used in certain agriculture and turf products.

Additionally, considerable effort is being directed to manufacturing cost reduction through process improvement and improvements in product design, advanced manufacturing technology, [added: and] supply management and logistics, [removed: and environmental, health, and safety management systems,] as well as compensation incentives related to productivity and organizational structure.

You can identify forward-looking statements as they do not relate to historical or current facts and by words such as “believe,” “expect,” “estimate,” “anticipate,” “will,” “should,” “plan,” “forecast,” “target,” “guide,” “project,” “intend,” “could,” and similar words or expressions.

Smart Industrial Operating Model and Leap Ambitions

In fiscal year 2020, John Deere began implementing the Smart Industrial operating model, which focuses on delivering intelligent, connected machines and applications to transform production systems in agriculture and construction, unlocking customer economic value across the lifecycle of our products in more sustainable ways.

The model is based on the following three focus areas:

| | 1. | Production Systems. A strategic alignment of products and solutions around production systems roadmaps. Production Systems refer to the series of steps our customers take to execute different tasks, operations, and projects in order to grow |

| --- | --- | --- |

| | | an agricultural product. By dedicating our business to our customers’ production systems, we expect to be better positioned to identify opportunities to improve customer profitability, productivity, and sustainability. |

| --- | --- | --- |

| | 2. | Technology Stack. Investments in technology, as well as research and development, that deliver intelligent solutions to John Deere’s customers through an intuitive technology stack consisting of the hardware and devices, embedded software, connectivity, data platforms, and applications that build upon our machines to unlock economic value for our customers. The technology stack leverages the core technologies mentioned in the previous sentence across the enterprise, including digital capabilities, automation, autonomy, and alternative propulsion technologies. The stack has the potential to simplify jobs, strengthen decision-making, and better connect the steps of a production system. |

| --- | --- | --- |

| | 3. | Lifecycle Solutions. The enterprise integration of John Deere’s aftermarket and support capabilities to more effectively manage customer equipment, service, and technology needs across the full lifetime of a John Deere product, and with a specific lifecycle solution focus on the ownership experience. This integrated support seeks to enhance customer value through proactive and reactive support and easy access to parts, value-add services, and performance upgrades, regardless of when a customer purchases our equipment. |

| --- | --- | --- |

Building upon the Smart Industrial operating model, John Deere announced its Leap Ambitions framework in fiscal year 2022.

The Leap Ambitions are focused goals designed to boost economic value and sustainability for our customers.

The ambitions align across our customers’ production systems seeking to optimize their operations to deliver better outcomes with fewer resources.

The Leap Ambitions framework has three components: (i) size the incremental market opportunity, quantifying the value that can be created; (ii) identify the key actions required to guide investment in digitalization, autonomy, automation, and alternative propulsion technologies; and (iii) define the desired financial and sustainable outcomes we hope to achieve to help investors and stakeholders understand the opportunities that can be unlocked in the future by present investments.

Applying this framework, the Leap Ambitions set goals to measure the results under the Company’s operating model.

Current financial and sustainability goals for the Leap Ambitions relate to workforce safety, agriculture customer outcomes, product circularity, environmental footprint, and equipment operations operating return on sales (OROS).

Asia industry sales are forecasted to be down moderately in 2023 as the demand in India, the world’s largest tractor market by unit, stabilizes.

Excluding the portfolio in Russia, a higher provision for credit losses is forecasted for 2023.

Net sales increased 21 percent in fiscal 2022 to $47.917 billion, compared with $39.737 billion last year, due to higher shipment volumes and price realization, partially offset by the negative effects of currency translation.

These items were partially offset by higher production costs, higher research and development expenses and selling, administrative, and general expenses, spread compression on the financial services’ portfolio, and a higher provision for credit losses.

The 2022 results included a non-cash gain on the remeasurement of the previously held equity investment in the Deere-Hitachi joint venture, partially offset by the impact of higher reserves and impairments related to

events in Russia / Ukraine.

Notes 3 and 4 to the Consolidated Financial Statements included in this Annual Report on Form 10-K contain a complete list of special items impacting net income in 2022 and 2021.

The cost of sales to net sales ratio increased compared to 2021 mainly due to higher production costs partially offset by price realization.

Additional information on fiscal 2022 results is provided in the MD&A.

Sales are also influenced by general economic conditions, farmland prices, farmers’

Production schedules are based, in part, on these early order programs; however, during periods of high demand, some factories may still produce after the use season.

In fiscal 2022, the Company and Hitachi Construction Machinery Co., Ltd. (Hitachi) voluntarily terminated their joint venture.

The Company’s marketing arrangement for Hitachi-branded construction excavators and mining equipment in the Americas also ended with Hitachi assuming distribution and support of these products.

John Deere dealers may continue to support their existing field populations of Hitachi-branded excavators.

John Deere has experienced volatility in the prices of many raw materials and supply chain challenges during the past fiscal year, which is expected to continue into fiscal year 2023.

The increase in cost for raw materials and supply chain challenges have resulted in production inefficiencies causing increased overhead costs and reduced profit margins.

As of November 1, 2022, the Company’s U.S. senior management decided not to renew dealer agreements with dealers located in Russia, but the Company continues to distribute select parts to existing Russia dealers from the Russian distribution center.

John Deere develops and maintains sourcing strategies for all its purchased materials and emphasizes long-term supplier relationships at the core of these strategies.

John Deere has implemented mitigation efforts to minimize the impact of potential and actual supply chain disruptions on its customers.

Examples include working with the supply base to prioritize allocations to improve material availability, multi-sourcing selected parts and materials, providing resources to suppliers to address constraints, entering long term contracts for some critical components, and using alternative freight carriers to expedite delivery.

While supply chain pressures are expected to persist into 2023, the Company is engaged with its suppliers to secure the materials and services that our customers need to deliver essential food and infrastructure more profitably and sustainably.

income for the financial services operations.

In fiscal year 2021, Deere & Company (the Company) and its subsidiaries (collectively, John Deere) implemented a new operating model and reporting structure.

With this change, John Deere’s agriculture and turf operations were divided into two new segments: production and precision agriculture and small agriculture and turf.

There were no reporting changes for the construction and forestry and financial services segments.

2022.

Asia industry sales are forecasted to be nearly the same in 2022 as in 2021.

These factors are expected to be partially offset by income earned on a higher average portfolio.

Net income in 2020 was negatively affected by impairment charges and employee-separation costs of $458 million after-tax (see Notes 4 and 5 to the Consolidated Financial Statements).

In addition, net income in 2020 was unfavorably affected by discrete adjustments to the provision for income taxes.

Net sales of the worldwide equipment operations increased in fiscal 2021 to $39.737 billion, compared with $31.272 billion last year.

Production and precision agriculture, small agriculture and turf, and construction and forestry sales increased during 2021 due to higher shipment volumes and price realization.

Worldwide equipment operations had an operating profit of $6.868 billion in fiscal 2021, compared with $3.559 billion in fiscal 2020.

These items were partially offset by higher production costs.

The prior year was also impacted by voluntary employee-separation program expenses.

Operating profit for small agriculture and turf increased largely as a result of higher shipment volumes/sales mix and price realization.

Partially offsetting these factors were higher production costs.

Results for the current year were positively impacted by a gain on the sale of a factory in China, while results for the prior year were affected by impairments, closure costs, and voluntary employee-separation program expenses.

Construction and forestry’s operating profit increased mainly due to higher shipment volumes/sales mix and price realization, partially offset by higher production costs.

The prior year was also impacted by employee-separation program expenses and impairments in certain fixed assets and unconsolidated affiliates.

Net income of the Company’s equipment operations was $5.082 billion for fiscal 2021, compared with $2.185 billion in fiscal 2020.

The equipment operations’ provision for income taxes and net income in 2020 were adversely affected by non-deductible impairments and charges.

The financial services operations reported net income attributable to the Company of $881 million for fiscal 2021 compared with $566 million in fiscal 2020.

The increase was mainly due to improvement on operating lease residual values, a lower provision for credit losses, more favorable financing spreads, and income earned on a higher average portfolio.

The cost of sales to net sales ratio decreased compared to 2020 mainly due to price realization and the impact of impairments and employee-separation expenses recorded in 2020 (see Note 5).

Additional information on fiscal 2021 results is presented on pages 27 – 30.

alerts and information about equipment location, utilization, performance, and maintenance to improve productivity and efficiency, as well as to monitor agronomic job execution.

This holistic approach to production systems enables John Deere to invest in the product roadmap and related research and development.

Seasonal demand must be estimated in advance, and equipment must be

Production schedules are based, in part, on these early order programs.

John Deere provides a broad line of construction equipment and the most complete line of forestry machines and attachments available in the world.

John Deere also manufactures and distributes roadbuilding equipment through its wholly-owned subsidiaries of the Wirtgen Group.

Bell Equipment Limited (Bell) distributes certain John Deere-manufactured construction equipment under the Bell brand in certain territories of Africa.

Arrangements whereby Bell previously manufactured and sold certain John Deere-designed construction equipment and distributed John Deere-manufactured forestry equipment under the John Deere brand in specified territories of Africa were terminated in fiscal year 2021.

John Deere and Hitachi Construction Machinery Co., Ltd. (Hitachi) have a joint venture for the manufacture of hydraulic excavators and tracked forestry equipment in the U.S., Canada, and Brazil.

Under the joint venture, John Deere distributes Hitachi brands of construction and mining equipment in North, Central, and South America.

On August 19, 2021, the Company and Hitachi agreed to voluntarily terminate the joint venture.

The termination transaction is expected to close during the first half of fiscal year 2022, subject to the receipt of certain required regulatory approvals and satisfaction of certain other customary closing conditions.

The segment manufactures over 90 percent of the types of construction equipment used in the U.S. and Canada, including construction, forestry, earthmoving, roadbuilding, and material handling equipment.

_Manufacturing Plants_.

Following the expected closing of the termination of the Hitachi joint venture in the first half of fiscal 2022, John Deere will fully own and operate the factories formerly owned by the joint venture.

John Deere has experienced volatility in the prices of many raw materials.

The Company is subject to various unresolved legal actions that arise in the normal course of its business, the most prevalent of which relate to product liability (including [removed: asbestos-related] [added: asbestos related] liability), retail credit, employment, patent, [added: trademark,] and [removed: trademark] [added: antitrust] matters.

The Company believes the reasonably possible range of losses for [removed: other] [added: these] unresolved legal actions would not have a material effect on its financial statements.

Item 103 of Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that the Company reasonably believes could exceed $300,000.

The following matter is disclosed solely pursuant to that requirement: In 2018, the Provincia Santa Fe Ministerio de Medio Ambiente (MoE) in Argentina issued a Notice of Violation to Industrias John Deere Argentina S.A., an indirect, wholly-owned subsidiary of the Company (IJDA), in connection with alleged groundwater contamination.

IJDA worked with the appropriate authorities to implement corrective actions to remediate the relevant site.

In 2019, the MoE issued a Notice of Fine, which IJDA contested.

On October 12, 2021, IJDA paid an amount equal to approximately $321,000, under protest, to settle the matter.

For the fiscal year ended October [removed: 31, 2021][added: 30, 2022]

The aggregate quoted market price of voting stock of the registrant held by non-affiliates at April [removed: 30, 2021] [added: 29, 2022] was [removed: $115,521,151,966.][added: $115,295,045,197.]

At November 30, [removed: 2021, 307,407,282] [added: 2022, 298,237,257] shares of common stock, $1 par value, of the registrant were outstanding.

Portions of the proxy statement for the annual meeting of stockholders to be held on February [removed: 23, 2022] [added: 22, 2023] are incorporated by reference into Part III of this Form 10-K.

| [ITEM 1A.](#Item1a_RiskFactors__194719) | [RISK FACTORS](#Item1a_RiskFactors__194719) | [removed: 13] [added: 14] |

| [ITEM 1B.](#Item1b_UnresolvedStaffComments__194818) | [UNRESOLVED STAFF COMMENTS](#Item1b_UnresolvedStaffComments__194818) | [removed: 23] [added: 24] |

| [ITEM 2.](#Item2_Properties__194819) | [PROPERTIES](#Item2_Properties__194819) | [removed: 23] [added: 24] |

| [ITEM 3.](#Item3_LegalProceedings__194821) | [LEGAL PROCEEDINGS](#Item3_LegalProceedings__194821) | [removed: 23] [added: 24] |

| [ITEM 4.](#Item4_MineSafetyDisclosures__194822) | [MINE SAFETY DISCLOSURES](#Item4_MineSafetyDisclosures__194822) | [removed: 23] [added: 24] |

| [ITEM 5.](#Item5_MarketForRegistrantsCommonE_194831) | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#Item5_MarketForRegistrantsCommonE_194831) | [removed: 23] [added: 24] |

| [ITEM 6.](#Item6_SelectedFinancialData__200525) | [\[RESERVED\]](#Item6_SelectedFinancialData__200525) | [removed: 24] [added: 25] |

| [ITEM 7.](#Item7_ManagementsDiscussionAndAna_200608) | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#Item7_ManagementsDiscussionAndAna_200608) | [removed: 24] [added: 25] |

| [ITEM 7A.](#Item7a_QuantitativeAndQualitative_200609) | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#Item7a_QuantitativeAndQualitative_200609) | [removed: 24] [added: 25] |

| [ITEM 8.](#Item8_FinancialStatementsAndSuppl_200627) | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#Item8_FinancialStatementsAndSuppl_200627) | [removed: 24] [added: 25] |

| [ITEM 9.](#Item9_ChangesInAndDisagreementsWi_200628) | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#Item9_ChangesInAndDisagreementsWi_200628) | [removed: 24] [added: 25] |

| [ITEM 9A.](#Item9a_ControlsAndProcedures__200629) | [CONTROLS AND PROCEDURES](#Item9a_ControlsAndProcedures__200629) | [removed: 24] [added: 25] |

| [ITEM 9B.](#Item9b_OtherInformation__200633) | [OTHER INFORMATION](#Item9b_OtherInformation__200633) | [removed: 25] [added: 26] |

| [ITEM 9C.](#Item9c_ForeignJurisdicitons) | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#Item9c_ForeignJurisdicitons) | [removed: 25] [added: 26] |

| [ITEM 10.](#Item10_DirectorsExecutiveOfficers_200634) | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#Item10_DirectorsExecutiveOfficers_200634) | [removed: 25] [added: 26] |

| [ITEM 11.](#Item11_ExecutiveCompensation__200641) | [EXECUTIVE COMPENSATION](#Item11_ExecutiveCompensation__200641) | [removed: 25] [added: 26] |

| [ITEM 12.](#Item12_SecurityOwnershipOfCertain_200642) | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#Item12_SecurityOwnershipOfCertain_200642) | ​ [removed: 25] [added: 26] |

| [ITEM 13.](#Item13_CertainRelationshipsAndRel_200647) | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13_CertainRelationshipsAndRel_200647) | [removed: 25] [added: 26] |

| [ITEM 14.](#Item14_PrincipalAccountantFeesAnd_200653) | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#Item14_PrincipalAccountantFeesAnd_200653) | [removed: 25] [added: 26] |

| [ITEM 15.](#Partiv_200742) | [EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#Partiv_200742) | [removed: 26] [added: 27] |

| [ITEM 16.](#Item16_Form_10K_Summary) | [FORM 10-K SUMMARY](#Item16_Form_10K_Summary) | [removed: 26] [added: 27] |

PART I

| 8½% Debentures Due 2022 | ​ | DE22 | ​ | New York Stock Exchange |

The Company owns or leases [removed: 44] [added: 47] administrative offices and research facilities globally as well as many other smaller, miscellaneous facilities.

Overall, John Deere owns approximately [removed: 68.4] [added: 68.1] million square feet of facilities and leases approximately [removed: 11.8] [added: 12.8] million additional square feet in various locations.

| (a) | The Company’s common stock is listed on the New York Stock Exchange under the symbol “DE.” The Company has a history of paying quarterly cash dividends. While [removed: we] [added: the Company] currently [removed: expect] [added: expects] a cash dividend to be paid in the future, future dividend payments will depend on the Company’s earnings, capital requirements, financial condition, and other factors considered relevant by [removed: our] [added: the Company’s] Board of Directors. See the information concerning the number of stockholders in Note [removed: 22] [added: 21] to the Consolidated Financial Statements. |

| (c) | The Company’s purchases of its common stock during the fourth quarter of [removed: 2021] [added: 2022] were as follows: |

| ​ | ​ | Purchased | ​ | Paid Per | | ​ | or Programs (1) | ​ | Programs [removed: (1)] [added: (1) (2)] | |

| (1) | The Company announced a share repurchase plan in December 2019 to purchase up to $8,000 million of shares of the Company’s common stock. The maximum number of shares that may yet be purchased under this plan was based on the closing share price as at end of the fourth quarter of [removed: $342.31] [added: $396.85] per share. At the end of the fourth quarter of [removed: 2021, $5,811] [added: 2022, $2,228] million of common stock remained to be purchased under this plan. |

| Aug 1 to Aug 28 | | 996 | ​ | $ | 354.90 | | 996 | | 7.5 | ​ |

| Aug 29 to Sept 25 | | 888 | ​ | ​ | 366.56 | | 888 | | 6.7 | ​ |

| Sept 26 to Oct 30 | | 1,242 | ​ | | 355.43 | | 1,242 | | 5.6 | ​ |

| Total | | 3,126 | ​ | ​ | ​ | | 3,126 | ​ | ​ | ​ |

| (2) | In December 2022, the Board of Directors authorized the repurchase of up to $18,000 million of additional common stock. This additional repurchase amount may be repurchased after October 30, 2022 and is not included in the amounts above (see Note 28). |

| --- | --- |

| Aug 2 to Aug 29 | | 643 | ​ | $ | 371.02 | | 643 | | 18.5 | ​ |

| Aug 30 to Sept 26 | | 641 | ​ | ​ | 361.04 | | 641 | | 17.8 | ​ |

| Sept 27 to Oct 31 | | 845 | ​ | | 341.16 | | 845 | | 17.0 | ​ |

| Total | | 2,129 | ​ | ​ | ​ | | 2,129 | ​ | ​ | ​ |

See the Consolidated Financial Statements and notes thereto and supplementary [removed: data on pages 44 – 84.][added: data.]

The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective as of October [removed: 31, 2021,] [added: 30, 2022,] based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of October [removed: 31, 2021,] [added: 30, 2022,] using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, management believes that, as of October [removed: 31, 2021,] [added: 30, 2022,] the Company’s internal control over financial reporting was effective.

_Disclosure Pursuant to Section 13(r) of the Exchange Act._

Under Section 13(r) of the Exchange Act, the Company is required to disclose in its periodic reports if it or any of its affiliates knowingly conducted transactions or dealing with entities or individuals designated pursuant to certain executive orders issued by the U.S. government.

On March 2, 2021, the U.S. Secretary of State designated the Russian Federal Security Service (FSB) as a blocked party under Executive Order 13382.

On that same day, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) updated General License No. 1B to authorize certain transactions and activities with the FSB related to the importation, distribution, or use of certain information technology products in the Russian Federation.

In the ordinary course of business, during the six-month period ended May 1, 2022, certain of the Company’s subsidiaries requested and/or received legally required administrative notifications with the FSB in connection with the importation and/or use of certain of the Company’s products in the Russian Federation, as authorized by General License No. 1B.

Neither the Company nor its subsidiaries made any payments, nor did they receive gross revenues or net profits, in connection with these activities.

The Company expects that in the future certain of its subsidiaries may continue to engage with the FSB in activities necessary to conduct business in the Russian Federation in accordance with applicable U.S. laws and regulations so long as it remains lawful to do so.

However, no such activities have been conducted after May 1, 2022.

Not applicable.

The information regarding directors required by this Item 10 will be set forth in the definitive proxy statement for the Company’s [removed: 2022] [added: 2023] annual meeting of stockholders (proxy statement) to be filed with the Commission in advance of such meeting.

[removed: The information] [added: Information] required by this Item [removed: 14] [added: 14, including aggregate fees billed to us by the Company’s principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34),] will be set forth in the proxy statement to be filed with the Commission.

| ​ | [removed: [Statement] [added: [Statements] of Consolidated Income for the years ended October [added: 30, 2022, October] 31, 2021, [removed: November 1, 2020,] and November [removed: 3, 2019](#StatementOfConsolidatedIncom_162154)] [added: 1, 2020](#StatementOfConsolidatedIncom_162154)] | [removed: 44] [added: 43] |

| ​ | [removed: [Statement] [added: [Statements] of Consolidated Comprehensive Income for the years ended October [added: 30, 2022, October] 31, 2021, [removed: November 1, 2020,] and November [removed: 3, 2019](#StatementOfConsolidatedComprehens_162202)] [added: 1, 2020](#StatementOfConsolidatedComprehens_162202)] | [removed: 45] [added: 44] |

| ​ | [Consolidated Balance [removed: Sheet] [added: Sheets] as of October [removed: 31, 2021] [added: 30, 2022] and [removed: November 1, 2020](#ConsolidatedBalanceSheet)] [added: October 31, 2021](#ConsolidatedBalanceSheet)] | [removed: 46] [added: 45] |

| ​ | [removed: [Statement] [added: [Statements] of Consolidated Cash Flows for the years ended October [added: 30, 2022, October] 31, 2021, [removed: November 1, 2020,] and November [removed: 3, 2019](#StatementOfConsolidatedCashF_162215)] [added: 1, 2020](#StatementOfConsolidatedCashF_162215)] | [removed: 47] [added: 46] |

| ​ | [removed: [Statement] [added: [Statements] of Changes in Consolidated Stockholders’ Equity for the years ended November [removed: 3, 2019, November] 1, 2020, [removed: and] October 31, [removed: 2021](#StatementOfChangesInConsolidatedS_162223)] [added: 2021, and October 30, 2022](#StatementOfChangesInConsolidatedS_162223)] | [removed: 48] [added: 47] |

| ​ | [Notes to Consolidated Financial Statements](#Item15_ExhibitsAndFinancialStatementSche) | [removed: 49] [added: 48] |

| ​ | See the “[Index to Exhibits](#IndexToExhibits_072013)” on pages [removed: 88] [added: 86] – [removed: 91] [added: 89] of this report | ​ |

OCTOBER [added: 30, 2022, OCTOBER] 31, 2021, [removed: NOVEMBER 1, 2020,] AND NOVEMBER [removed: 3, 2019][added: 1, 2020]

The [removed: company’s equipment operations generate revenues and cash primarily] [added: company generates net sales] from the sale of equipment to John Deere dealers and distributors.

The [removed: equipment operations manufacture] [added: company manufactures] and [removed: distribute] [added: distributes] a full line of agricultural equipment; a variety of commercial and consumer equipment; and a broad range of equipment for construction, roadbuilding, and forestry.

The company’s financial services [removed: primarily provide] [added: segment provides] credit services, which [removed: mainly] finance sales and leases of equipment by John Deere [removed: dealers and trade receivables purchased from the equipment operations.][added: dealers.]

The [removed: company’s] [added: company is managed through the following] operating [removed: segments consist of] [added: segments:] production and precision [removed: agriculture,] [added: agriculture (PPA),] small agriculture and [removed: turf,] [added: turf (SAT),] construction and [removed: forestry,] [added: forestry (CF),] and financial [removed: services.][added: services (FS).]

[removed: The company’s production and precision agriculture equipment and small agriculture] [added: Production & Precision Agriculture] and [removed: turf equipment sales both increased 27 percent in 2021.][added: Small Agriculture & Turf Operations]

[added: _Industry Trends for Fiscal Year 2023_ –] Industry sales of large agricultural machinery in the U.S. and Canada for [removed: 2022] [added: 2023] are forecasted to increase [removed: approximately 15] [added: 5 to 10] percent compared to [removed: 2021.][added: 2022.]

Industry sales of small agricultural and turf equipment in the U.S. and Canada are expected to be flat [added: to down 5 percent] in [removed: 2022.][added: 2023.]

[added: Industry sales of agricultural machinery in Europe are forecasted to be flat to up 5 percent, while] South American industry sales of tractors and combines are expected to be [removed: roughly] [added: flat to up] 5 percent [removed: higher] in [removed: 2022.][added: 2023.]

On an industry basis, North American construction equipment and compact construction equipment sales are both expected to be [removed: 5] [added: flat] to [removed: 10] [added: up 5] percent [removed: higher] in [removed: 2022.][added: 2023.]

While [removed: supply-chain pressures] [added: supply chain disruptions] are expected to persist into [removed: at least the early part of fiscal year 2022,] [added: 2023,] the company is working [removed: closely with key suppliers] [added: diligently] to secure the parts and components that customers need [removed: in order] to deliver essential food and infrastructure more profitably and sustainably.

The company [removed: broadened its supply base] [added: implemented the following mitigation efforts] to minimize the impact of [removed: potential] supply chain disruptions on its ability to meet customer [removed: demand.][added: demand:]

| (In millions of dollars, except per share amounts) | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | | ​ |

| Net sales and revenues | ​ | $ | [removed: 44,024] [added: 52,577] | ​ | $ | [removed: 35,540] [added: 44,024] | ​ |

| [removed: Net income attributable] [added: Net Income Attributable] to Deere & [removed: Company] [added: Company] | [removed: ​] [added: ​] | [added: $ | 7,131 |] ​ | [added: $ |] 5,963 | ​ | [removed: ​] [added: $] | 2,751 | ​ |

| Diluted earnings per share | ​ | ​ | [removed: 18.99] [added: 23.28] | ​ | ​ | [removed: 8.69] [added: 18.99] | ​ |

| [removed: Equipment Operations] [added: Payables to Equipment Operations] | ​ | [added: |] ​ | ​ | [added: |] ​ | ​ | [added: | 6,569 |] ​ | [added: | 5,564 |] ​ | [added: $ | (6,569) |] ​ | [added: $ | (5,564) |] ​ | [added: | ​ | ​ | | ​ | ​ | 8​ | ​ |]

| (In millions of dollars) | ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | | ​ | % Change | ​ |

| Net sales | ​ | $ | [added: 47,917 | ​ | $ |] 39,737 | ​ | $ | 31,272 | ​ | [removed: +27] [added: ​] | ​ | [added: ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 47,917 | ​ | $ | 39,737 | ​ | $ | 31,272 | ​ | ​ | ​ |]

| Net income [added: (loss)] | ​ | [added: | 7,133 |] ​ | [removed: 5,082] [added: ​] | ​ | ​ | [removed: 2,185] [added: ​] | ​ | [removed: +133] [added: ​] | ​ | [added: 7,131 | ​ | ​ | ​ | ​ | ​ | 2 | ​ | ​ | ​ | (3) | ​ |]

| Price realization | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: +6] [added: +14] | ​ |

| Currency translation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: +2] [added: \-2] | ​ |

| Price realization | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: +5] [added: +9] | ​ |

| Currency translation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: +1] [added: \-4] | ​ |

| Price realization | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: +8] [added: +10] | ​ |

| Currency translation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: +4] [added: \-3] | ​ |

The discussion on net sales and operating profit is included in the Business Segment [removed: and Geographic Area] Results below.

[removed: A discussion] [added: An explanation] of the cost of sales to net sales ratio and other significant statement of consolidated income changes follows:

| Cost of sales to net sales | ​ | ​ | [removed: 73.3%] [added: 73.7%] | ​ | ​ | [removed: 75.7%] [added: 73.3%] | ​ | ​ | ​ |

| Finance and interest income | ​ | [removed: $] | [removed: 3,296] [added: 3,365] | ​ | [removed: $] | [removed: 3,450] [added: 3,296] | ​ | [removed: \-4] | [added: 3,450 |] ​ |

| Other income | ​ | [removed: ​] | [removed: 991] [added: 1,295] | ​ | [removed: ​] | [removed: 818] [added: 991] | ​ | [removed: +21] | [added: 818 |] ​ |

| Research and development expenses | ​ | ​ | [added: 1,912 | ​ | ​ |] 1,587 | ​ | ​ | 1,644 | ​ | [removed: \-3] [added: ​] | ​ | [added: ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,912 | ​ | ​ | 1,587 | ​ | ​ | 1,644 | ​ | ​ | ​ |]

| Selling, administrative and general expenses | ​ | [removed: ​] | [removed: 3,383] [added: 3,863] | ​ | [removed: ​] | [removed: 3,477] [added: 3,383] | ​ | [removed: \-3] | [added: 3,477 |] ​ |

| Interest expense | ​ | [removed: ​] | [removed: 993] [added: 1,062] | ​ | [removed: ​] | [removed: 1,247] [added: 993] | ​ | [removed: \-20] | [added: 1,247 |] ​ |

| Other operating expenses | ​ | [removed: ​] | [removed: 1,343] [added: 1,275] | ​ | [removed: ​] | [removed: 1,612] [added: 1,343] | ​ | [removed: \-17] | [added: 1,612 |] ​ |

Interest expense [removed: decreased] [added: increased] in [removed: 2021] [added: 2022] due to [removed: lower] [added: higher] average [added: borrowings and higher average] borrowing rates.

Other operating expenses were lower compared to [removed: 2020] [added: 2021] largely due to [removed: lower retirement benefit costs,] reduced depreciation of equipment on operating [removed: leases,] [added: leases] and [removed: the impact of operating lease impairments recorded in 2020 (see Note 5).][added: lower retirement benefit costs.]

The company’s [added: pension and OPEB] costs [removed: for these plans] in [removed: 2021] [added: 2022] were [removed: $197] [added: $176] million, compared with [added: $197 million in 2021 and] $341 million in 2020.

The long-term expected return on plan assets, which is reflected in these costs, was an expected gain of [removed: 5.9] [added: 5.0] percent in [removed: 2021] [added: 2022] and [removed: 6.4] [added: 5.9] percent in [removed: 2020,] [added: 2021,] or [removed: $876] [added: $836] million and [removed: $869] [added: $876] million, respectively.

The actual return was a [removed: gain] [added: loss] of [removed: $3,616] [added: $3,565] million in [removed: 2021] [added: 2022] and [removed: $1,177] [added: a gain of $3,616] million in [removed: 2020.][added: 2021.]

These operations (collectively known as the “equipment operations”) are managed through the production and precision agriculture, small agriculture and turf, and construction and forestry operating segments.

Smart Industrial Operating Model and Leap Ambitions

The company’s Smart Industrial operating model is focused on making significant investments, strengthening the company’s capabilities in digital, automation, autonomy, and alternative propulsion technologies.

These technologies are intended to increase worksite efficiency, improve yields, lower input costs, and ease labor constraints.

The company’s Leap Ambitions are goals designed to boost economic value and sustainability for the company’s customers.

The company anticipates opportunities in this area, as the company and its customers have a vested interest in sustainable practices.

Asia industry sales are forecasted to be down moderately in 2023 as the demand in India, the world’s largest tractor market by unit, stabilizes.

Global forestry and global roadbuilding industry sales are each expected to be flat.

_Company Trends_ – Customers’ demand for integration of technology into equipment is a market trend underlying the company’s Smart Industrial operating model and Leap Ambitions framework.

Customers have sought to improve profitability, productivity, and sustainability through technology.

The company’s approach to technology involves hardware and software, guidance, connectivity and digital solutions, automation and machine intelligence, autonomy, and electrification.

This technology is incorporated into products within each of the company’s operating segments.

Customers continue to adopt technology integrated in the John Deere portfolio of “smart” machines, systems, and solutions.

The company expects this trend to persist for the foreseeable future.

Demand for the company’s equipment remains strong, as order books are full through a majority of 2023.

Agricultural fundamentals are expected to remain solid into 2023, and retail demand will comprise most of 2023 sales.

The company expects dealer stock inventory replenishment to occur in 2024.

The North American retail customer fleet age remains above average, and dealer inventories are historically low due to the manufacturing and supply chain constraints over the past few years.

Crop prices remain favorable to our customers in part due to low stock-to-use ratios for key grains and lower exports from the Black Sea region.

The company expects to sell more large agricultural equipment in 2023 than 2022 in North America, Europe, and South America.

Demand for small agricultural equipment remains stable, while turf and utility equipment product sales are expected to be lower due to the overall U.S. economic conditions.

Construction equipment markets are forecasted to be steady.

Rental fleets replenishment, the energy industry, and U.S. infrastructure spend will offset moderation in residential home construction.

Roadbuilding demand remains strongest in the U.S., largely offset by softening demand in Europe and sluggish demand in Asia.

Net income for the company’s financial services operations is expected to be slightly higher than fiscal year 2022 due to a higher average portfolio, partially offset by less-favorable financing spreads and lower gains on operating leases.

Excluding the portfolio in Russia, a higher provision for credit losses is forecasted for 2023.

_Additional Trends_ – The company experienced supply chain disruptions and inflationary pressures in 2022.

While these are two distinct issues and discussed separately below, their impact may be intertwined.

Supply chain disruptions impacted many aspects of the business, including parts availability, increased production costs, and more partially completed machines in inventory.

Past due deliveries from suppliers were at elevated levels.

Late part deliveries incurred expedited freight charges and rework of partially built machines, contributing to production inefficiencies and higher overhead costs.

| • | Worked with the supply base to obtain allocations and improve on-time deliveries of parts. |

| • | Multi-sourced some parts and materials. |

| • | Provided resources to suppliers to address constraints. |

| • | Entered into long-term contracts for some critical components. |

| • | Utilized alternative freight carriers to expedite delivery. |

Inflation was a pervasive feature throughout 2022, increasing the cost of material, freight, energy, salaries, and wages.

Higher costs due to general business inflation were offset by price realization, which mitigated the impact of inflation on the company’s operating results.

The company expects inflation to continue in 2023 resulting in higher costs.

If customers are unwilling to accept increases in cost of John Deere products, or the company is otherwise unable to offset increases in production costs, inflation could have an adverse effect on the company’s operations and financial condition.

In addition, financial services offers extended equipment warranties.

The information in the following discussion is presented in a format that includes information grouped as consolidated, equipment operations, and financial services.

The equipment operations represents the enterprise without financial services.

The equipment operations includes the company’s production and precision agriculture operations, small agriculture and turf operations, construction and forestry operations, and other corporate assets, liabilities, revenues, and expenses not reflected within financial services.

The company also views its operations as consisting of two geographic areas: the U.S. and Canada, and outside the U.S. and Canada.

Industry sales of agricultural machinery in Europe are estimated to be about 5 percent higher.

Asia industry sales are forecasted to be nearly the same in 2022 as in 2021.

The company’s construction and forestry sales increased 27 percent in 2021.

Global forestry industry sales are projected to increase 10 to 15 percent.

The company’s financial services operations for the full year 2022 are expected to experience slightly lower results due to a higher provision for credit losses,

lower gains on operating lease residual values, and higher selling, general and administrative expenses.

These factors are expected to be partially offset by income earned on a higher average portfolio.

Items of concern that could affect the company’s results of operations and liquidity and capital resources include uncertainty of the effectiveness of governmental and private sector actions to address COVID, supply of critical parts and components, trade agreements, the uncertainty of the results of monetary and fiscal policies, the impact of elevated levels of sovereign and state debt, capital market disruptions, changes in demand and pricing for new and used equipment, geopolitical events, and the other items discussed in the “Safe Harbor Statement” below.

Significant fluctuations in foreign currency exchange rates and volatility in the price of many commodities could also impact the company’s results.

The future financial effects of COVID continue to be unknown due to many factors.

As a result of these uncertainties, predicting the company’s forecasted financial performance is subject to many assumptions.

The UAW, the union representing the majority of the company’s production and maintenance employees in the U.S., initiated a strike on October 14, 2021.

This resulted in a work stoppage affecting employees at 14 U.S. facilities.

The work stoppage continued through the approval of a new six-year collective bargaining agreement on November 17, 2021.

The company’s operations during the remainder of the fourth quarter were adversely affected by the work stoppage, which reduced production and shipments.

The company’s 2021 full-year performance reflects strong end-market demand and the ability of the company’s dedicated employees, dealers, and suppliers throughout the world, who have helped safely maintain operations, manage supply chain challenges, and continue to serve customers throughout the COVID pandemic.

Demand for farm and construction equipment is expected to continue to benefit from positive fundamentals, including favorable crop prices, economic growth, and increased investment in infrastructure.

COVID Effects, Actions, and Recent Developments

During 2020 and to a lesser extent in 2021, the effects of COVID and the related actions of governments and other authorities to contain COVID have affected and continue to affect the company’s operations, results, cash flows, and forecasts.

The U.S. government and many other governments in countries where the company operates have designated the company an essential critical infrastructure business.

This designation allows the company to operate in support of its customers to the extent possible.

The company’s first priority in addressing the effects of COVID continues to be the health, safety, and overall welfare of its

​

employees.

The company effectively activated previously established business continuity plans and proactively implemented health and safety measures at its operations around the world.

The company has experienced shortages of critical parts and components, which caused challenges and production disruptions.

The company continues to monitor the situation and work closely with suppliers.

The company continued to work closely with customers in 2021 in connection with short-term payment relief on obligations owed to the company.

Financing receivables and operating leases granted relief since the beginning of the pandemic that remained outstanding at October 31, 2021 represented about 3 percent and about 2 percent of the respective portfolio balances.

The trade receivables granted relief that remained outstanding at October 31, 2021 were not material.

Additional information is presented in Notes 13 and 25.

CONSOLIDATED RESULTS

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