DEDeere & Company

You disclose that certain goods are shipped to dealers on a consignment basis under which the risks and rewards of ownership are not transferred to the dealer at the time the goods are shipped, accordingly these sales are not recorded until a retail customer has purchased the goods. You also disclose that generally no right of return exists on the sales of equipment.

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Please explain to us the nature of these consignment arrangements. In this regard, tell us how you assessed whether the dealer obtains control of the goods before the retail customer purchases the goods and how such assessment impacts the timing of revenue recognition. Refer to ASC 606-10-25-23 through 26. Also, tell us the amount of revenue generated from these types of sales for each period presented.

For most of the Company’s equipment and service part sales, a third-party dealer or end customer obtains control of the promised good at the time of delivery as outlined in the approved contract. As stated in the revenue recognition policy summary in Note 2 of the Notes to the Consolidated Financial Statements of the Company’s 2019 Form 10-K (Note 2), revenue is recognized at that time.

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This treatment is consistent with the guidance in ASC 606-10-25-23 through 26.

In Canada and select international locations certain goods are shipped on a consignment basis to third-party dealers that sell the Company’s products and services. In these situations, the Company retains control of the goods as follows:

· The Company can retrieve the equipment for sale to another party.

· The dealer can return the equipment to the Company without penalty.

· The dealer does not have an unconditional obligation to pay for the equipment.

These consignment arrangements are described in ASC 606-10-55-79 through 80 and revenue is not recognized when the equipment is physically transferred to the dealers. When a retail customer or a third-party dealer purchases the equipment in an arrangement that meets the revenue recognition criteria, the Company recognizes the revenue at that time.

In both instances, in a direct sale or a sale through a consignment arrangement, the customers do not have a right to return the equipment after the Company recognizes the sale, except as explained in Note 2. The limited exceptions are as follows:

· Equipment transferred to a customer with the Company having a repurchase obligation. These arrangements are limited and are accounted for in accordance with ASC 606-10-55-72 through 78.

· Service parts and attachments that may be returned and are accounted for in accordance with ASC 606-10-55-22 through 27.

The net sales reported in the statement of consolidated income from goods that were consigned before the Company recognized the revenue were $1,502 million, $1,866 million, and $1,883 million for years 2019, 2018, and 2017, respectively. These amounts are 4 percent, 6 percent, and 7 percent of total net sales for each respective year. For purposes of quantifying the sales from consignment arrangements for this response, non-U.S. Dollar amounts were translated to U.S. Dollars at the average annual exchange rate for the fiscal period.

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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In your letter to us dated February 1 2016, you discussed contacts with Sudan. Wirtgen Group’s website lists dealers in Sudan and Syria. Section 9(1)(aa) of the May 17, 2017 Share and Asset Purchase Agreement under which you acquired Wirtgen Group Holding GmbH, filed as Exhibit 2.1 to your Form 8-K dated June 1, 2017, sets forth a representation that except as shown in Annex 9.2.1.aa, Wirtgen is not, and has not

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during the prior two years, engaged in any transactions in any Sanctioned Country, a term defined to include Syria, Sudan and North Korea. Because the filing does not include the annex, it is not clear whether Wirtgen engaged in transactions in one or more of the referenced countries during the period covered. Sudan, Syria and North Korea are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and/or economic controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria since your prior letter, and with North Korea since November 2017, including contacts with their governments, whether through subsidiaries, distributors, affiliates, or other direct or indirect arrangements.

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended October 28, 2018, the Company manufactures and distributes agricultural and turf equipment and construction and forestry equipment and has financial services operations that amounted to total net sales and revenues exceeding $37 billion in fiscal year 2018.

The Company has no subsidiaries, employees, business operations, physical assets or liabilities in North Korea, Sudan, or Syria.

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Management has not authorized, and after reasonable inquiry, we are not aware of any direct or indirect business contacts with the governments of North Korea, Sudan, or Syria, or with any companies located in North Korea. No distributor is authorized to distribute Deere-branded products in North Korea. As described in our letter to you dated February 1, 2016 (“2016 Letter”), no distributor is authorized to distribute Deere-branded products in Syria.

The Company acquired the Wirtgen Group (“Wirtgen”) on December 1, 2017. Wirtgen had sold equipment to purchasers in Syria before the acquisition. After the acquisition, two Wirtgen subsidiaries, Wirtgen GmbH and Joseph Vögele Aktiengesellschaft, each incorporated in Germany, sold equipment to purchasers in Syria (the “Wirtgen Sales”). The Wirtgen Sales were made both directly to customers and through a third-party dealer. Since the acquisition, Wirtgen’s compliance processes are designed to ensure that its transactions and activities in Syria do not involve U.S. persons, U.S. origin equipment or parts, U.S. based systems, U.S. incorporated legal entities, or the U.S. financial system. Wirtgen also screens its business partners to ensure it does not engage in transactions involving applicable sanctioned or restricted parties. Wirtgen’s transactions and activities in Syria are therefore not prohibited by U.S. sanctions law and regulations.

As described in the 2016 Letter, through the Company’s 2018 fiscal year, the Company distributed 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. In fiscal year 2019, the Company began distributing agricultural and turf equipment and service parts in the same region through John Deere Walldorf GmbH & Co. KG (a company established under the laws of Germany) and other related non-U.S. companies.

Also as described in the 2016 Letter, the Company and JDIN previously sold equipment to purchasers in Sudan as authorized by specific licenses issued by the Department of the Treasury, Office of Foreign Assets Control (“OFAC”). The Company continued to sell equipment to purchasers in Sudan as authorized by the OFAC licenses until the revocation of U.S. sanctions on Sudan as of October 12, 2017 (the “Revocation”). A subsidiary acquired by the Company in 2016, Compagnie Commerciale Ribouleau S.A.S., incorporated in France, also sold equipment to purchasers in Sudan through a third party dealer before the Revocation.

After the Revocation, the Company sold equipment to purchasers in Sudan through a third-party dealer as authorized by U.S. law. In addition, the Company’s Italian subsidiary, Mazzotti S.r.l., and French subsidiary, Compagnie Commerciale Ribouleau S.A.S., sold equipment to purchasers in Sudan through third party dealers, and Wirtgen GmbH and Joseph Vögele Aktiengesellschaft sold equipment to purchasers in Sudan both directly to customers and through a third party dealer. The Company and its subsidiaries comply with applicable U.S. export control restrictions resulting from Sudan’s designation as a state sponsor of terrorism, and the Company and its subsidiaries screen business partners to prevent transactions involving applicable sanctioned or restricted parties.

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Please discuss the materiality of any such contacts with Sudan, Syria and North Korea, in quantitative terms and in terms of qualitative factors that a reasonable investor would deem important in making an investment decision.

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Tell us the approximate dollar amounts of revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years, and with North Korea for the last two fiscal years, and the subsequent interim period. Address for us the potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies that have operations associated with state sponsors of terrorism.

The Company’s response to Comment 1 above is incorporated in its entirety into this response to Comment 2. With the exception of the Wirtgen Sales described in response to Comment 1, the Company and its consolidated subsidiaries have had no sales or revenues associated with Syria or North Korea since February 1, 2016. The Wirtgen Sales since the acquisition through the fiscal year ending October 28, 2018 was an aggregate amount of approximately $954,0001 and approximately $4,0002 for the interim period.

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These Wirtgen Sales are not quantitatively material.

The Company and its consolidated subsidiaries have had limited sales of equipment to purchasers in Sudan since February 1, 2016, as described in response to Comment 1. The Company’s sales in Sudan for the last three fiscal years ending October 28, 2018 was an aggregate amount of approximately $17.2 million3 and approximately $7.5 million4 for the interim period. This includes sales through Wirtgen after the acquisition. These Company sales are 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 Company’s sales in Sudan in 2016 and 2017 were made pursuant to valid OFAC licenses, in accordance with U.S. law. Thereafter, the Company’s sales in Sudan were made after the revocation of U.S. sanctions in Sudan, again in accordance with U.S. law. The Wirtgen Sales in Syria are not prohibited by U.S. sanctions law and regulations, and Wirtgen screens its business partners to ensure it does not engage in transactions involving applicable sanctioned or restricted parties. The Company has no subsidiaries, employees, business operations, physical assets or liabilities in North Korea, Sudan, or Syria. Given these facts and circumstances, we believe that the

1 Calculated using the 2018 annual average foreign exchange rate.

2 Calculated using the August 2019 year-to-date foreign exchange rate.

3 Calculated using the 2016 to 2018 annual average foreign exchange rates.

4 Calculated using the August 2019 year-to-date foreign exchange rate.

limited Wirtgen Sales through non-U.S. subsidiaries and limited sales by the Company in Sudan would not have a material impact on investor sentiment, the Company’s reputation or share value.

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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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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