Deere & Co. 10-Q 2025-01-26

Filed 2025-02-27. 8 sections, 166K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 26, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

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Commission File Number: 1-4121

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DEERE & COMPANY

(Exact name of registrant as specified in its charter)

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Delaware(State or other jurisdiction of incorporation or organization)​36-2382580(IRS Employer Identification No.)

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One John Deere Place

Moline**,** Illinois 61265

(Address of principal executive offices, zip code)

Registrant’s Telephone Number, including area code: (309) 765-8000

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class​Trading Symbols​Name of each exchange on which registered
Common stock, $1 par value​DE​New York Stock Exchange
6.55% Debentures Due 2028​DE28​New York Stock Exchange

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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

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At January 26, 2025, 271,413,927 shares of common stock, $1 par value, of the registrant were outstanding.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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DEERE & COMPANY​​​​​​​
STATEMENTS OF CONSOLIDATED INCOME​​​​​​​
For the Three Months Ended January 26, 2025 and January 28, 2024​​​​​​​
(In millions of dollars and shares except per share amounts) Unaudited​​​​​​​
​20252024
Net Sales and Revenues​​​​​​​
Net sales$6,809​$10,486​
Finance and interest income​​1,453​1,360​
Other income​​246​339​
Total​​8,508​12,185​
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Costs and Expenses​​​​​​​
Cost of sales​​5,037​7,200​
Research and development expenses​​526​533​
Selling, administrative and general expenses​​972​1,066​
Interest expense​​829​802​
Other operating expenses​​249​369​
Total​​7,613​9,970​
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Income of Consolidated Group before Income Taxes​​895​2,215​
Provision for income taxes​​27​469​
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Income of Consolidated Group​​868​1,746​
Equity in income (loss) of unconsolidated affiliates​​(1)​2​
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Net Income​​867​1,748​
Less: Net loss attributable to noncontrolling interests​​(2)​(3)​
Net Income Attributable to Deere & Company$869​$1,751​
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Per Share Data​​​​​​​
Basic$3.20​$6.25​
Diluted​3.19​​6.23​
Dividends declared​​1.62​​1.47​
Dividends paid​​1.47​​1.35​
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Average Shares Outstanding​​​​​​​
Basic​​271.6​279.9​
Diluted​​272.3​281.1​
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See Condensed Notes to Interim Consolidated Financial Statements.

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DEERE & COMPANY​​​​​​​
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME​​​​​​​
For the Three Months Ended January 26, 2025 and January 28, 2024​​​​​​​
(In millions of dollars) Unaudited​​​​​​​
​20252024
Net Income$867​$1,748​
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Other Comprehensive Income (Loss), Net of Income Taxes​​​​​​​
Retirement benefits adjustment​​3​(21)​
Cumulative translation adjustment​​(451)​274​
Unrealized loss on derivatives​​(1)​(15)​
Unrealized gain (loss) on debt securities​​(15)​13​
Other Comprehensive Income (Loss), Net of Income Taxes​​(464)​251​
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Comprehensive Income of Consolidated Group​​403​1,999​
Less: Comprehensive loss attributable to noncontrolling interests​​(5)​(2)​
Comprehensive Income Attributable to Deere & Company$408​$2,001​
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See Condensed Notes to Interim Consolidated Financial Statements.

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DEERE & COMPANY​​​​​​​​​​
CONDENSED CONSOLIDATED BALANCE SHEETS​​​​​​​​​​
(In millions of dollars) Unaudited​​​​​​​​​​
​January 26October 27January 28
​​2025​2024​2024
Assets​​​​​​​​​​
Cash and cash equivalents$6,601​$7,324​$5,137​
Marketable securities​​1,214​1,154​1,136​
Trade accounts and notes receivable – net​​4,931​5,326​7,795​
Financing receivables – net​​41,396​44,309​43,708​
Financing receivables securitized – net​​8,257​8,723​6,400​
Other receivables​​2,979​2,545​2,017​
Equipment on operating leases – net​​7,157​7,451​6,751​
Inventories​​7,744​7,093​8,937​
Property and equipment – net​​7,425​7,580​6,914​
Goodwill​​3,872​3,959​3,966​
Other intangible assets – net​​937​999​1,112​
Retirement benefits​​3,018​2,921​3,087​
Deferred income taxes​​1,852​2,086​1,833​
Other assets​​2,807​2,906​2,578​
Assets held for sale​​2,929​​2,944​​​
Total Assets$103,119​$107,320​$101,371​
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Liabilities and Stockholders’ Equity​​​​​​​​​​
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Liabilities​​​​​​​​​​
Short-term borrowings​$12,811​$13,533​$17,117​
Short-term securitization borrowings​​8,014​8,431​6,116​
Accounts payable and accrued expenses​​12,162​14,543​13,361​
Deferred income taxes​​448​478​550​
Long-term borrowings​​43,556​43,229​39,933​
Retirement benefits and other liabilities​​1,734​2,354​2,115​
Liabilities held for sale​​1,830​​1,827​​​
Total liabilities​​80,555​84,395​79,192​
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Commitments and contingencies (Note 16)​​​​​​​​​​
Redeemable noncontrolling interest​​78​​82​​100​
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Stockholders’ Equity​​​​​​​​​​
Common stock, $1 par value (issued shares at January 26, 2025 – 536,431,204)​​5,526​5,489​5,335​
Common stock in treasury​​(35,709)​(35,349)​(32,663)​
Retained earnings​​56,829​56,402​52,266​
Accumulated other comprehensive income (loss)​​(4,167)​(3,706)​(2,863)​
Total Deere & Company stockholders’ equity​​22,479​22,836​22,075​
Noncontrolling interests​​7​7​4​
Total stockholders’ equity​​22,486​22,843​22,079​
Total Liabilities and Stockholders’ Equity​$103,119​$107,320​$101,371​
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See Condensed Notes to Interim Consolidated Financial Statements.

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DEERE & COMPANY​​​​​​​
STATEMENTS OF CONSOLIDATED CASH FLOWS​​​​​​​
For the Three Months Ended January 26, 2025 and January 28, 2024​​​​​​​
(In millions of dollars) Unaudited​​​

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

All amounts are presented in millions of dollars unless otherwise specified.

OVERVIEW

Organization

Deere & Company is a global leader in the production of agricultural, turf, construction, and forestry equipment and solutions. John Deere Financial provides financing for John Deere equipment, parts, services, and other input costs customers need to run their operations. Our operations are managed through the production and precision agriculture (PPA), small agriculture and turf (SAT), construction and forestry (CF), and financial services operating segments. References to “equipment operations” include PPA, SAT, and CF, while references to “agriculture and turf” include both PPA and SAT.

Trends and Economic Conditions

Industry Sales Outlook for Fiscal Year 2025

Agriculture and Turf

Graphic Graphic

Construction and Forestry

Graphic Graphic

Company Trends

Customers seek to improve profitability, productivity, and sustainability through integrating technology into their operations. Deeper integration of technology into equipment is a persistent market trend. These technologies are incorporated into products within each of our operating segments. We expect this trend to persist for the foreseeable future. Our Smart Industrial Operating Model and Leap Ambitions are intended to capitalize on this market trend. Engaged acres are an indicator we use to understand customer utilization of our technology. We are investing in a Solutions as a Service business model to increase technology adoption and utilization by our customers. Solutions as a Service products did not represent a significant percentage of our revenues.

Company Outlook for 2025

Sales volumes are expected to decline in 2025 compared to 2024 due to reduced demand. We are uncertain of the impact potential import tariffs by the U.S. and retaliatory actions taken by other countries could have on our outlook due to the rapidly evolving environment.

Agriculture and Turf Outlook for 2025

●Demand in the U.S. and Canada is expected to decline due to market uncertainty, high interest rates, and elevated used inventory levels, partially offset by the impact of U.S. government subsidies on farm incomes.
●We expect small agricultural equipment sales to be down from 2024 levels in the U.S. and Canada. Strong profitability is anticipated to continue in the dairy and livestock segment as dairy and livestock prices remain elevated; however, this is projected to be more than offset by restrained demand in the turf and compact utility tractor markets amid high interest rates.
●In Europe, the industry is forecasted to be down as farm fundamentals in the region have stabilized at reduced levels as commodity prices have steadied and stronger dairy margins are expected to partially offset continued market uncertainty. Better wheat prices and lower input costs are expected to support increased farm incomes.
●Demand in South America is expected to be flat. In Brazil, improving local commodity prices due to the appreciation of the U.S. dollar against the Brazilian real coupled with strong regional yields and decreasing input costs will offer profitability tailwinds to farmers. Argentina industry sales are forecasted to improve amidst currency stabilization and export tax reductions despite some recent dry weather conditions.
●Industry sales in Asia are forecasted to be down slightly.

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Construction and Forestry Outlook for 2025

●Construction equipment industry sales are forecasted to be down in the U.S. and Canada from 2024 levels. The decline is due to further slowdowns in multi-family housing developments and the commercial real estate market and low levels of earthmoving rental purchases, partially offset by high levels of U.S. government infrastructure spending and projected growth in single family housing starts. High interest rates are also expected to further pressure equipment sales as market uncertainty persists.
●Global forestry markets are expected to be flat to down as global markets remain challenged.
●Global roadbuilding markets are forecasted to be generally flat with strong market demand.

Financial Services Outlook for 2025

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Net Income​Up​
+ Prior and current period special items​Favorable​
+ Provision for credit losses​Favorable​
(-) Financing spreads​Unfavorable​

Additional Trends

Agricultural Market Business Cycle. The agricultural market is affected by various factors including commodity prices, acreage planted, crop yields, government policies, and uncertainty in macroeconomic trends. These factors affect farmers’ income and sentiment which may result in lower demand for equipment. In 2025, we expect to continue experiencing the following effects due to unfavorable market conditions: lower sales volumes, higher sales incentives, and elevated receivable write-offs and expected credit losses.

Interest Rates. While interest rates in the U.S. began to decrease in the fourth quarter of 2024, they remain elevated. Higher rates impact us in several ways, primarily affecting the demand for our products and financing spreads for the financial services operations. The markets for our agriculture, turf, and construction products are negatively impacted by elevated interest rates and their effect on borrowing costs for our customers.

Foreign Exchange Rates. During the first quarter of 2025, the U.S. dollar strengthened against the primary currencies in which we conduct business overseas. A stronger U.S. dollar is expected to have an unfavorable impact on our fiscal year 2025 financial results. We utilize foreign currency derivatives that are not designated to mitigate the impact of currency fluctuations on our cash flow, which resulted in favorable foreign exchange gains for the quarter. These derivatives are limited in duration, leaving us exposed to the long-term impact of currency fluctuations on income.

Changes in the agricultural market business cycle, interest rates, and foreign exchange rates are driven by factors outside of our control, and as a result we cannot reasonably foresee when these conditions will fully subside.

Legal Proceeding – On January 15, 2025, the Federal Trade Commission (FTC), along with the Attorneys General of the States of Illinois and Minnesota filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division. The Attorneys General of the States of Arizona, Michigan, and Wisconsin have since joined the lawsuit. The lawsuit alleges monopolization and unfair competition in violation of federal and state antitrust laws. Plaintiffs seek a permanent injunction and other equitable relief to allow owners of our equipment, as well as independent repair providers, access to our repair tools and any other repair resources available to authorized John Deere dealers. At this stage, we are unable to estimate the potential impact on our business.

Other Items of Concern and Uncertainties – Other items that could impact our results are:

| | ● | global and regional political conditions, including the ongoing war between Russia and Ukraine and the co

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See our most recently filed Annual Report on Form 10-K (Part II, Item 7A). There have been no material changes in this information.

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Item 4. CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer have concluded that our 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 January 26, 2025, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act. During the first quarter of 2025, there were no changes that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

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Item 1.Legal Proceedings

On January 15, 2025, the Federal Trade Commission (FTC), along with the Attorneys General of the States of Illinois and Minnesota, filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division. The Attorneys General of the States of Arizona, Michigan, and Wisconsin have since joined the lawsuit. The lawsuit alleges monopolization and unfair competition in violation of federal and state antitrust laws. Plaintiffs seek a permanent injunction and other equitable relief to allow owners of our equipment, as well as independent repair providers, access to our repair tools and any other repair resources available to authorized John Deere dealers. At this stage, we are unable to predict the outcome or impact of this matter on our business and financial results.

In addition to the above, the most prevalent legal claims relate to product liability (including asbestos-related liability), employment, patent, trademark, and antitrust matters (including class action litigation).

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Item 1A. Risk Factors

There are no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended October 27, 2024, except as set forth below.

Legal proceedings, disputes and government inquiries and investigations could harm our business, financial condition, reputation, and brand.

We routinely are a party to claims and legal actions and the subject of government inquiries and investigations, the most prevalent of which relate to product liability (including asbestos-related liability), employment, patent, trademark, and antitrust matters. For example, we were recently the subject of a previously disclosed Federal Trade Commission (FTC) investigation into our information security practices and statements, which was closed by the FTC without action. The defense of lawsuits and government inquiries and investigations has resulted and may result in expenditures of significant financial resources and the diversion of management’s time and attention away from business operations. Adverse decisions in one or more of these claims, actions, inquiries, or investigations could require us to pay substantial damages or fines, undertake service actions, initiate recall campaigns, or take other costly actions. It is therefore possible that legal judgments or investigations could give rise to expenses that are not covered, or not fully covered, by our insurance programs and could affect our financial position and results.

We are currently subject to a consolidated multidistrict class action lawsuit in the Northern District of Illinois alleging that we have engaged in attempted monopolization, exclusionary conduct, and restraint of the market for repair services for John Deere brand agricultural equipment by limiting repair resources only to our authorized technicians or independent authorized John Deere dealers. In addition, the FTC, along with the Attorneys General of the States of Arizona, Illinois, Michigan, Minnesota, and Wisconsin, filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division alleging similar claims. We are currently unable to predict the outcome of these matters.

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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Purchases of our common stock during the first quarter of 2025 were as follows:

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​​​​Total Number of​
​​​​​​​Shares Purchased as​Maximum Number of
​​Total Number of​​​​Part of Publicly​Shares that May Yet Be
​​Shares​​​​Announced Plans or​Purchased under the
​​Purchased (2)​Average Price​Programs (1)​Plans or Programs (1)
Period​(thousands)​Per Share​(thousands)​(millions)
Oct 28 to Nov 24​367$405.87​367​18.4​
Nov 25 to Dec 22​285​​446.16​263​18.1​
Dec 23 to Jan 26​247​​435.17​247​17.9​
Total​899​​​​877​​​
(1)We have a share repurchase plan that was announced in December 2022 to purchase up to $18.0 billion of shares of our common stock. The maximum number of shares that may yet be purchased under this plan was 17.9 million based on the closing price of our common stock on the New York Stock Exchange as of the end of the first quarter of 2025 of $478.77 per share. At the end of the first quarter of 2025, $8.6 billion of common stock remains to be purchased under this plan.
(2)In the first quarter of 2025, 22 thousand shares of common stock were acquired from plan participants at a weighted-average market price of $439.24 per share to pay payroll taxes on the vesting of restricted stock awards.

Sales of Unregistered Equity Securities

During the first quarter of 2025, we issued 145 deferred stock units under the Deere & Company Nonemployee Director Stock Ownership Plan (“NEDSOP”) to a nonemployee director for their service on our Board of Directors. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in the plan. Deferred stock units and shares of common stock issued under the NEDSOP are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of the SEC’s Regulation D thereunder.

On January 2, 2025, we distributed 1,386 shares of common stock to a participant account under the 2012 NEDSOP.

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Item 3.Defaults Upon Senior Securities

None.

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Item 4.Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Director and Executive Officer Trading Arrangements

None.

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Item 6. Exhibits

Certain instruments relating to long-term borrowings constituting less than 10% of the registrant’s total assets are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will furnish copies of such instruments to the Commission upon request of the Commission.

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3.1Certificate of Incorporation (Exhibit 3.1 to Form 10-Q of registrant for the quarter ended July 28, 2019, Securities and Exchange Commission File Number 1-4121*)
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3.2Bylaws, as amended (Exhibit 3.2 to Form 10-Q of registrant for the quarter ended July 30, 2023, Securities and Exchange Commission File Number 1-4121*)
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31.1Rule 13a-14(a)/15d-14(a) Certification
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31.2Rule 13a-14(a)/15d-14(a) Certification
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32Section 1350 Certifications (furnished herewith)
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101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
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101.SCHInline XBRL Taxonomy Extension Schema Document
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101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
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101.LABInline XBRL Taxonomy Extension Label Linkbase Document
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101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
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104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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* Incorporated by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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​DEERE & COMPANY
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Date:February 27, 2025​By:/s/ Joshua A. Jepsen
​​​​Joshua A. Jepsen Senior Vice President and Chief Financial Officer
​​​​(Principal Financial Officer and Principal Accounting Officer)

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