DEDeere & Company

We note mention in this risk factor of inflationary pressures caused by COVID-19. With a view toward future disclosure, please tell us if inflationary pressures have materially impacted your operations. In this regard, identify the types of inflationary pressures you are facing and how your business has been affected.

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Also, confirm that you will update your disclosure about known trends and uncertainties in Management’s Discussion and Analysis to account for inflationary trends.

Deere’s Response: In response to the Staff’s comment, inflation is a pervasive feature that materially impacted cost of material, freight, salary and wages affecting production cost, selling, administrative and general expenses, and research and development throughout fiscal year 2022. Higher costs due to general business inflation were partially offset by price realization, which reduced the impact of inflation on the Company’s operating results.

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In future filings, the Company will ensure its Management’s Discussion and

Analysis (MD&A) describes the material impact of inflationary trends and uncertainties on the Company’s operations, including an identification of the types of any such inflationary pressures and how the business may have been affected.

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You state that current material and component shortages have limited and could continue to limit your ability to meet customer demand, which could have a material adverse effect on your financial condition, cash flows, and results of operations.

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Further, we note that during your earnings calls on May 20, 2022 and August 19, 2022, your management stated that certain business lines have been impacted by acute shortages and that you are experiencing broad-based supply chain issues which got progressively worse over the course of 2021. With a view toward future disclosure in your risk factors and Management Discussion and Analysis, please tell us how supply chain issues have affected your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operation and how you expect such issues to affect your business in the future. Please also discuss any mitigation efforts.

Deere’s Response: In response to the Staff’s comment, supply chain issues have increased production costs and inventory balances. Despite supply chain disruptions, the Company continues to demonstrate solid financial results as evidenced by the sales growth experienced to date in fiscal 2022. We will provide quantitative disclosures related to the effects of supply chain issues, to the extent possible, including their impact on the

Company’s financial condition, cash flows, liquidity, capital resources, cash requirements, and results of operations.

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As requested by Staff, examples of mitigation efforts taken include:

• Working with the Company’s supply base to obtain allocations and improve on-time deliveries of parts.

• Looking for opportunities to multi-source parts and materials.

• Providing resources to Deere’s suppliers to address such constraints. For example, investing in additional supplier tooling and, in some cases, helping our suppliers with supplemental labor.

• Entering long-term contracts for some critical components.

• Utilizing alternative freight carriers to expedite delivery.

The Company will consider including in future filings disclosure in the Company’s risk factors and MD&A information regarding known trends or uncertainties in material and component shortages, including from mitigation efforts undertaken as a result of the Company’s supply chain disruptions. The Company will also explain whether any of the mitigation efforts in response to supply chain constraints introduce new material risks, if any.

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We note your disclosure in this section includes sales forecasts for fiscal year 2022 and a brief summary of factors affecting performance for the most-recently completed fiscal year end. We also note your discussion of year-over-year changes in your results of operations beginning at page 27.

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However, we are unable to locate a comprehensive discussion of known trends and uncertainties that have had, or are reasonably likely to have, a material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations. With a view toward future disclosure, please tell us about your material trends and uncertainties and any relevant upstream and downstream drivers. Note that trends or uncertainties may include impairments of financial assets or long-lived assets; declines in the value of inventory, investments, or recoverability of deferred tax assets; the collectability of consideration related to contracts with customers; and modification of contracts with customers.

to the Staff’s comment, an example of a trend that has occurred in fiscal year 2022 and will be included in future disclosures is supply challenges the Company has experienced, resulting in higher partially completed machines in inventory. While these supply challenges have materially increased inventories in the current year, the Company’s mitigating efforts have reduced the impact on the Company’s financial performance.

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In future filings the Company will consider adding more detail regarding known trends and uncertainties that have had, or are reasonably likely to have, a material impact on the Company’s cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations. The Company will provide additional disclosure regarding trends and risks impacting its customers and major markets in which it operates. The Company will also quantify, to the extent possible, how the Company’s sales, profits, and/or liquidity have been impacted by these trends.

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We note that during your earnings calls on November 24, 2021, February 18, 2022, May 20, 2022 and August 19, 2022, your management discussed the ongoing effects on your business caused by persistent supply chain disruptions and significant backlogs.

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Your management also advised that demand for your products has been, or is expected to be, affected by solid income for farmers, aging customer fleets, high trade-in values for used equipment, and passage of the Bipartisan Infrastructure Law. With a view toward future disclosure, please tell us about all material relevant trends and uncertainties affecting your business, such as those identified in your earnings calls. Please also explain when you anticipate that temporary trends and uncertainties will normalize. If there are specific risks that will be amplified by the trends discussed, please confirm that you will update your risk factors to more fully describe the potential risks and how you intend to mitigate.

Deere’s Response: The Company acknowledges the Staff’s comment. While it is difficult for the Company to assess when these trends will normalize, the Company’s disclosures will consider both the short-term and long-term implications of these risks as discussed in the responses above. In future filings, the Company will provide additional disclosures discussing all material, relevant trends such as those discussed during the Company’s earnings calls and how these trends have materially impacted the Company’s results of operations or capital resources.

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The Company will provide quantitative disclosures, to the extent possible, of its impact to sales, profits and/or liquidity. If these trends pose a specific risk to the Company, the risk factor will also be disclosed along with mitigation efforts planned.

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During your earnings call on February 18, 2022, your management appears to allude to certain market trends that served as the impetus for your restructuring in 2020. With a view toward future disclosure, describe the key trends underlying your restructuring. In addition, discuss the material trends upon which your LEAP ambition framework is intended to capitalize for the next decade, as stated in your earnings call.

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In this regard, we note that the LEAP framework focuses on digitization, autonomy, automation, and electrification and appears to fall within the ambit of the Chief Technology Officer, a position created in 2020. Therefore, please discuss relevant technology trends and your reasons for establishing the CTO position.

to the Staff’s comment, in future filings the Company will update the MD&A with key trends relating to the Smart Industrial operating model and Leap Ambitions. Deere’s approach to technology involves hardware and software, guidance, connectivity and digital solutions, automation and machine intelligence, and autonomy. This technology is integrated into products within each of the Company’s operating segments. The Deere portfolio of "smart" machines, systems, and solutions unlocks customer economic value through enhanced precision, automation, speed, and efficiency not possible previously.

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Customer demand for further integration of technology is a market trend underlying the Smart Industrial operating model. The Chief Technology Officer position was created to provide oversight for this component of the Smart Industrial operating model.

Deere added onto its Smart Industrial journey by announcing its Leap Ambitions in February 2022. The Leap Ambitions’ aim is to deliver outcomes for our stakeholders across dimensions of financial, environmental, customer, and safety.

We have prepared these responses based upon current knowledge and information following review of our business operations. Should you have any questions or comments concerning this response to your comment letter, please don’t hesitate to contact me at 309-748-2674.

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In your letter to us dated April 11, 2013, you discussed contacts with Sudan and Syria. As you are aware, Sudan and Sudan are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 10-K does not provide disclosure about contacts with Sudan or Syria.

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Your Conflict Minerals Report dated June 2, 2014 and filed with the SEC states that you determined that certain conflict minerals necessary to the production or functionality of your equipment may have originated in the Covered Countries, which include Sudan. Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan and Syria since your 2013 letter, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. You should describe any products, services, technology or components you have provided to Sudan and Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015, the Company manufactures and distributes agricultural and turf equipment and construction and forestry equipment and has financial services operations, with total net sales and revenues exceeding $28 billion in fiscal year 2015.

The Company has no subsidiaries, employees, business operations, physical assets or liabilities in Syria or, with the exception of limited activity described below, Sudan. With the exception of one non-U.S.

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subsidiary, discussed below, the Company has no direct or indirect business contacts with the governments of Syria or Sudan, with any companies known by the Company to be controlled by the governments of Syria or Sudan or with any companies located in those countries. As described in our letter to you dated April 11, 2013 (“2013 Letter”), no distributor is authorized to distribute Deere products in Syria.

The Company distributes agricultural and turf equipment and service parts in various countries throughout Europe, Africa, the Near and Middle East and the Commonwealth of Independent States through John Deere International GmbH (“JDIN”), a company established under the laws of Switzerland, and other related non-U.S. companies.

As described in our 2013 Letter to you, on July 7, 2011, the Department of the Treasury, Office of Foreign Assets Control (“OFAC”), granted the Company a license (the “2012 OFAC License”) to sell sugar cane harvesters and spare parts to the Sudanese Tractor Company (“SUTRAC”) for eventual sale to the Kenana Sugar Company (“Kenana”), in Khartoum, Sudan. The 2012 OFAC License expired on July 31, 2012, subject to permitted warranty and parts support services to SUTRAC and Kenana for a period of two years. All initial sales to SUTRAC under the 2012 OFAC License were completed prior to July 31, 2012. In accordance with the 2012 OFAC License, the Company continued to distribute service parts to Kenana as required during the permitted warranty and parts support service period until the expiration of such permitted period under the 2012 OFAC License.

On October 24, 2014, OFAC granted the Company and JDIN a license (the “2014 OFAC License”) to sell agricultural equipment and parts to SUTRAC and/or the White Nile Sugar Company (“White Nile”) in Sudan. The 2014 OFAC License also permits warranty and maintenance services support to SUTRAC and White Nile. The 2014 OFAC License expires on November 30, 2016.

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Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim

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period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

The Company’s response to Comment 1 above is incorporated in its entirety into this response to Comment 2. With the exception of the Company’s limited sales in Sudan pursuant to the 2012 OFAC License and the 2014 OFAC License described in response to Comment 1, the Company and its consolidated subsidiaries have had no sales or revenues associated with Syria or Sudan since April 11, 2013.

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The revenue derived from the sales in Sudan pursuant to the 2012 OFAC License and the 2014 OFAC License for the last three fiscal years ending October 31, 2015 was an aggregate amount of approximately $8 million and there has been no revenue during the interim period. Therefore, the sales were not quantitatively material.

We have also considered the qualitative factors that reasonable investors might consider important when making investment decisions, including the potential impact of corporate activities upon the Company’s reputation and share value. The sales to SUTRAC and/or White Nile and the warranty and service support thereafter were made pursuant to a valid OFAC license and in accordance with U.S. law. The Company has no subsidiaries, employees, business operations, physical assets or liabilities in Syria or Sudan. However, the Company does support potential warranty claims on the equipment sold into Sudan pursuant to the 2014 OFAC License. Given these facts and circumstances, we believe that the limited sales into Sudan through an independently owned third party distributor pursuant to a valid OFAC license would not have a material impact on investor sentiment, the Company’s reputation or share value.

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For purposes of the statements of cash flows, you consider investments with purchased maturities of three months or less to be cash equivalents. Please tell us how you considered the definition of cash equivalents in the FASB Master Glossary.

The Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Master Glossary states: “Cash equivalents are short-term, highly liquid investments that have both of the following characteristics:

a) Readily convertible to known amounts of cash b) So near their maturity that they present insignificant risk of changes in value because of changes in interest rates.

Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment.

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For example, both a three-month U.S. Treasury bill and a three-year U.S. Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Examples of items commonly considered to be cash equivalents are Treasury bills, commercial paper, money market funds, and federal funds sold (for an entity with banking operations).”

Consistent with the Master Glossary definition the Company only includes investments with maturities of three months or less from the date of purchase in cash equivalents. For investments with maturities greater than three months at the purchase date, the Company does not include those investments in cash equivalents. At October 31, 2015, the Company’s cash equivalent balance was composed of money market funds with no restrictions on redemption and time deposits with a maturity date less than three months from the date of purchase.

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During your fourth quarter earnings call you said that utilizations were less than 50% of manufacturing capacity in some of your large AG facilities. Please tell us how you considered the accounting for under-utilized capacity under ASC 330-10-30-3 through 30-7.

The inventory cost flow assumption at the large Ag factories referenced in the fourth quarter earnings call is Last In First Out (LIFO). As there was a decrement in the LIFO inventory for this equipment over the year, the overhead costs incurred in fiscal 2015 were fully expensed.

The Company’s accounting policy for inventory is consistent with FASB ASC 330-10-30-3 through 30-7. The policy requires that overhead costs allocated to each unit of production are not increased as a consequence of abnormally low production. The normal production capacity determination is reviewed regularly.

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The Company’s factories monitor abnormally low production in relation to normal. Based on the inventory cost flow assumption, unallocated overheads are recognized as expenses in the period incurred.

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The first and fifth paragraphs of the report refer to the three years in the period ended October 31, 2014. Please amend the filing to include an auditor’s report that covers the consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year ended October 31, 2015. Refer to Rule 3-02(a) and 304 of Regulation S-X.

The Company agrees with your comment and in response thereto has filed an amendment on Form 10-K/A and updated certifications and consents concurrently with this response with an auditor’s report that corrects the references to the period ended October 31, 2014.

As you requested in your letter dated January 26, 2016, the Company acknowledges that: (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (2) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the

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filing; and (3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We have prepared these responses based upon current knowledge and information following review of our business operations. Should you have any questions or comments concerning this response to your comment letter, please contact me at (309) 765-5161.

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