UNITED STATESd18rn0p25nwr6d.cloudfront.net/CIK-0000315189/209d5de8-1914-44… · Retirement benefits 36 (4) Other 154 (106) Net cash used for operating activities (508) (1,651) Cash

UNITED STATESSECURITIES 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 1934For the quarterly period ended February 2, 2020

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____ to ____

Commission file no: 1-4121

DEERE & COMPANY(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)

36-2382580 (IRS employer identification no.)

One John Deere PlaceMoline, Illinois 61265

(Address of principal executive offices)Telephone Number: (309) 765-8000

Securities Registered Pursuant to Section 12(b) of the Act:Title of each class Trading symbol Name of each exchange on which registered

Common stock, $1 par value DE New York Stock Exchange8½% Debentures Due 2022 DE22 New York Stock Exchange

6.55% Debentures Due 2028 DE28 New York Stock Exchange

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 besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐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 theExchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

At February 2, 2020, 313,619,999 shares of common stock, $1 par value, of the registrant were outstanding.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTSDEERE & COMPANYSTATEMENT OF CONSOLIDATED INCOMEFor the Three Months Ended February 2, 2020 and January 27, 2019(In millions of dollars and shares except per share amounts) Unaudited

2020 2019 Net Sales and RevenuesNet sales $ 6,530 $ 6,941Finance and interest income 896 815Other income 205 228

Total 7,631 7,984

Costs and ExpensesCost of sales 5,077 5,432Research and development expenses 425 407Selling, administrative and general expenses 809 764Interest expense 336 353Other operating expenses 415 351

Total 7,062 7,307

Income of Consolidated Group before Income Taxes 569 677Provision for income taxes 50 184Income of Consolidated Group 519 493Equity in income (loss) of unconsolidated affiliates (1) 7Net Income 518 500

Less: Net income attributable to noncontrolling interests 1 2Net Income Attributable to Deere & Company $ 517 $ 498

Per Share DataBasic $ 1.65 $ 1.56Diluted $ 1.63 $ 1.54

Average Shares OutstandingBasic 313.5 318.5Diluted 317.2 322.7

See Condensed Notes to Interim Consolidated Financial Statements.

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DEERE & COMPANYSTATEMENT OF CONSOLIDATED COMPREHENSIVE INCOMEFor the Three Months Ended February 2, 2020 and January 27, 2019(In millions of dollars) Unaudited

2020 2019

Net Income $ 518 $ 500

Other Comprehensive Income (Loss), Net of Income TaxesRetirement benefits adjustment 230 20Cumulative translation adjustment 43 (162)Unrealized loss on derivatives (9)Unrealized gain on debt securities 5 8

Other Comprehensive Income (Loss), Net of Income Taxes 278 (143)

Comprehensive Income of Consolidated Group 796 357Less: Comprehensive income attributable to noncontrolling interests 1 2Comprehensive Income Attributable to Deere & Company $ 795 $ 355


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DEERE & COMPANYCONDENSED CONSOLIDATED BALANCE SHEET(In millions of dollars) Unaudited

February 2 November 3 January 27 2020 2019 2019

AssetsCash and cash equivalents $ 3,602 $ 3,857 $ 3,626Marketable securities 609 581 523Receivables from unconsolidated affiliates 38 46 36Trade accounts and notes receivable – net 5,360 5,230 5,497Financing receivables – net 27,294 29,195 25,150Financing receivables securitized – net 4,478 4,383 4,563Other receivables 1,367 1,487 1,651Equipment on operating leases – net 7,504 7,567 6,904Inventories 6,482 5,975 7,402Property and equipment – net 5,900 5,973 5,785Investments in unconsolidated affiliates 217 215 212Goodwill 2,945 2,917 3,048Other intangible assets – net 1,349 1,380 1,507Retirement benefits 900 840 1,348Deferred income taxes 1,414 1,466 834Other assets 2,362 1,899 1,832Total Assets $ 71,821 $ 73,011 $ 69,918

Liabilities and Stockholders’ Equity

LiabilitiesShort-term borrowings $ 10,008 $ 10,784 $ 10,738Short-term securitization borrowings 4,416 4,321 4,464Payables to unconsolidated affiliates 147 142 144Accounts payable and accrued expenses 8,630 9,656 9,086Deferred income taxes 491 495 525Long-term borrowings 30,475 30,229 27,855Retirement benefits and other liabilities 5,710 5,953 5,759

Total liabilities 59,877 61,580 58,571

Commitments and contingencies (Note 16)Redeemable noncontrolling interest 14 14 14

Stockholders’ EquityCommon stock, $1 par value (issued shares at

February 2, 2020 – 536,431,204) 4,675 4,642 4,512Common stock in treasury (17,549) (17,474) (16,422)Retained earnings 30,129 29,852 27,816Accumulated other comprehensive income (loss) (5,329) (5,607) (4,578)Total Deere & Company stockholders’ equity 11,926 11,413 11,328Noncontrolling interests 4 4 5

Total stockholders’ equity 11,930 11,417 11,333Total Liabilities and Stockholders’ Equity $ 71,821 $ 73,011 $ 69,918


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DEERE & COMPANYSTATEMENT OF CONSOLIDATED CASH FLOWSFor the Three Months Ended February 2, 2020 and January 27, 2019(In millions of dollars) Unaudited

2020 2019 Cash Flows from Operating ActivitiesNet income $ 518 $ 500Adjustments to reconcile net income to net cash used for operating activities:

Provision for credit losses 15 2Provision for depreciation and amortization 538 503Share-based compensation expense 19 20Undistributed earnings of unconsolidated affiliates (7)Credit for deferred income taxes (29) (56)Changes in assets and liabilities:

Trade, notes, and financing receivables related to sales 70 (507)Inventories (642) (1,396)Accounts payable and accrued expenses (1,134) (698)Accrued income taxes payable/receivable (53) 98Retirement benefits 36 (4)

Other 154 (106)Net cash used for operating activities (508) (1,651)

Cash Flows from Investing ActivitiesCollections of receivables (excluding receivables related to sales) 5,664 5,496Proceeds from maturities and sales of marketable securities 18 8Proceeds from sales of equipment on operating leases 426 371Cost of receivables acquired (excluding receivables related to sales) (4,303) (4,213)Purchases of marketable securities (34) (32)Purchases of property and equipment (271) (297)Cost of equipment on operating leases acquired (517) (361)Other 43 (3)

Net cash provided by investing activities 1,026 969

Cash Flows from Financing ActivitiesIncrease (decrease) in total short-term borrowings (473) 476Proceeds from long-term borrowings 1,702 2,211Payments of long-term borrowings (1,651) (1,941)Proceeds from issuance of common stock 53 51Repurchases of common stock (114) (144)Dividends paid (242) (220)Other (38) (30)

Net cash provided by (used for) financing activities (763) 403

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash (1) (13)

Net Decrease in Cash, Cash Equivalents, and Restricted Cash (246) (292)Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 3,956 4,015Cash, Cash Equivalents, and Restricted Cash at End of Period $ 3,710 $ 3,723


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DEERE & COMPANYSTATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITYFor the Three Months Ended February 2, 2020 and January 27, 2019(In millions of dollars) Unaudited

Total Stockholders’ EquityDeere & Company Stockholders

AccumulatedTotal Other Redeemable

Stockholders’ Common Treasury Retained Comprehensive Noncontrolling Noncontrolling Equity Stock Stock Earnings Income (Loss) Interests Interest

Balance October 28, 2018 $ 11,291 $ 4,474 $ (16,312) $ 27,553 $ (4,427) $ 3 $ 14 ASU No. 2016-01adoption 8 (8)Net income 500 498 2Other comprehensive loss (143) (143)Repurchases of commonstock (144) (144)Treasury shares reissued 34 34Dividends declared (243) (243)Stock options and other 38 38Balance January 27, 2019 $ 11,333 $ 4,512 $ (16,422) $ 27,816 $ (4,578) $ 5 $ 14

Balance November 3,2019 $ 11,417 $ 4,642 $ (17,474) $ 29,852 $ (5,607) $ 4 $ 14Net income 517 517 1Other comprehensiveincome 278 278Repurchases of commonstock (114) (114)Treasury shares reissued 39 39Dividends declared (239) (239) (1)Stock options and other 32 33 (1)Balance February 2, 2020 $ 11,930 $ 4,675 $ (17,549) $ 30,129 $ (5,329) $ 4 $ 14


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Condensed Notes to Interim Consolidated Financial Statements (Unaudited)

(1) Organization and Consolidation

The information in the notes and related commentary are presented in a format which includes data grouped asfollows:

Equipment Operations – Includes the Company’s agriculture and turf operations and construction and forestryoperations with financial services reflected on the equity basis.

Financial Services – Includes primarily the Company’s financing operations.

Consolidated – Represents the consolidation of the equipment operations and financial services. References to"Deere & Company" or "the Company" refer to the entire enterprise.

The Company uses a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The firstquarter ends for fiscal year 2020 and 2019 were February 2, 2020 and January 27, 2019, respectively. Both periodscontained 13 weeks.

Variable Interest Entities

The Company consolidates certain Variable Interest Entities (VIEs) related to retail note securitizations (see Note12).

The Company also has an interest in a joint venture that manufactures construction equipment in Brazil for local andoverseas markets. The joint venture is a VIE; however, the Company is not the primary beneficiary. Therefore, theentity’s financial results are not fully consolidated in the Company’s consolidated financial statements, but areincluded on the equity basis. The maximum exposure to loss was $19 million, $22 million, and $27 million atFebruary 2, 2020, November 3, 2019, and January 27, 2019, respectively.

(2) Summary of Significant Accounting Policies and Cash Flow Information

The interim consolidated financial statements of Deere & Company have been prepared by the Company, withoutaudit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certaininformation and footnote disclosures normally included in annual financial statements prepared in accordance withaccounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules andregulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believesthat the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at thedates and for the periods presented. It is suggested that these interim consolidated financial statements be read inconjunction with the consolidated financial statements and the notes thereto appearing in the Company’s latestannual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for thefiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S.requires management to make estimates and assumptions that affect the reported amounts and related disclosures.Actual results could differ from those estimates.

Cash Flow Information

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in thestatement of consolidated cash flows as these receivables arise from sales to the Company’s customers. Cash flowsfrom financing receivables that are related to sales to the Company’s customers are also included in operatingactivities. The remaining financing receivables are related to the financing of equipment sold by independent dealersand are included in investing activities.

The Company had the following non-cash operating and investing activities that were not included in the statementof consolidated cash flows. The Company transferred inventory to equipment on operating leases of approximately$112 million and $106 million in the first three months of 2020 and 2019, respectively. The Company also hadaccounts payable related to purchases of property and equipment of approximately $48 million and $33 million atFebruary 2, 2020 and January 27, 2019, respectively.

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The Company’s restricted cash held at February 2, 2020, November 3, 2019, January 27, 2019, and October 28, 2018was as follows in millions of dollars:

February 2 November 3 January 27 October 282020 2019 2019 2018

Equipment operations $ 21 $ 21 $ 10 $ 7Financial services 87 78 87 104

Total $ 108 $ 99 $ 97 $ 111

The equipment operations’ restricted cash relates to miscellaneous operational activities. The financial servicesrestricted cash primarily relates to securitization of financing receivables (see Note 12). The restricted cash isrecorded in “Other assets” in the consolidated balance sheet.

(3) New Accounting Standards

New Accounting Standards Adopted

In the first quarter of 2020, the Company adopted Financial Accounting Standards Board (FASB) AccountingStandards Update (ASU) No. 2016-02, Leases (Topic 842), which supersedes Accounting Standards Codification(ASC) 840, Leases. This ASU was adopted using a modified-retrospective approach. The ASU’s primary change isthe requirement for lessee entities to recognize a lease liability for payments and a right of use asset during the termof operating lease arrangements. The ASU did not significantly change the lessee’s recognition, measurement, andpresentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASCis largely unchanged from the previous accounting standard. The ASU adds new disclosures about the Company’sleasing activities. The Company elected the optional practical expedients to not reassess whether existing contractscontain leases, not reassess lease classification, and not reassess initial direct costs for existing leases. The Companydid not elect the hindsight practical expedient. In addition, the Company elected to combine lease and non-leasecomponents for all asset classes and to not recognize a right of use asset or lease liability for arrangements thatqualify as short-term leases.

The operating lease liabilities are recorded in “Accounts payable and accrued expenses” and the operating lease rightof use assets are recorded in “Other assets.” The finance lease liabilities are recorded in “Short-term borrowings” or“Long-term borrowings” based on the remaining lease term, and the finance lease right of use assets are recorded in“Property and equipment - net.” In addition to the lease liabilities and right of use assets, land use rights werereclassified from “Other intangible assets - net” to “Other assets” and finance lease liabilities were reclassified from“Accounts payable and accrued expenses” to “Short-term borrowings” and “Long-term borrowings.” The effect ofadopting the ASU on the consolidated balance sheet follows in millions of dollars:

November 3, 2019Cumulative Effect

from Adoption November 4, 2019AssetsOther intangible assets - net $ 1,380 $ (23) $ 1,357Other assets 1,899 402 2,301LiabilitiesShort-term borrowings $ 10,784 $ 11 $ 10,795Accounts payable and accrued expenses 9,656 348 10,004Long-term borrowings 30,229 20 30,249

The Company implemented a new system for lessee accounting with new processes and controls at the time ofadopting the ASU. The adoption did not have a material effect on the Company’s operating results or cash flows. SeeNote 15 for additional information.

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The Company also adopted the following standards in the first quarter of 2020, none of which had a material effecton the Company’s consolidated financial statements:

Accounting Standards Updates2017-08 Premium Amortization on Purchased Callable Debt Securities, which amends ASC 310-20,

Receivables – Nonrefundable Fees and Other Costs2018-07 Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718,

Compensation – Stock Compensation2019-04 Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815,

Derivatives and Hedging, and Topic 825, Financial Instruments. The adoption was forclarifications to ASU No. 2017-12, Targeted Improvements to Accounting for HedgingActivities

New Accounting Standards to be Adopted

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, whichestablishes ASC 326, Financial Instruments – Credit Losses. The ASU revises the measurement of credit losses forfinancial assets measured at amortized cost from an incurred loss to an expected loss methodology. The ASU affectsreceivables, debt securities, net investment in leases, and most other financial assets that represent a right to receivecash. Additional disclosures about significant estimates and credit quality are also required. The effective date will bethe first quarter of fiscal year 2021. The ASU will be adopted using a modified-retrospective approach. TheCompany is developing models to estimate expected credit losses, assessing appropriate assumptions, designing newprocedures and controls, and evaluating the potential effects on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in aCloud Computing Arrangement That Is a Service Contract, which amends ASC 350-40, Intangibles – Goodwill andOther – Internal-Use Software. This ASU requires customers in a hosting arrangement that is a service contract toevaluate the implementation costs of the hosting arrangement using the guidance to develop internal-use software.The project development stage determines the implementation costs that are capitalized or expensed. Capitalizedimplementation costs are amortized over the term of the service arrangement and are presented in the same incomestatement line item as the service contract costs. The effective date will be the first quarter of fiscal year 2021, withearly adoption permitted. The Company will adopt the ASU on a prospective basis. The Company is evaluating thepotential effects on the Company’s consolidated financial statements.

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments –Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The effective dates for theseparate portions of the ASU and the expected effect on the consolidated financial statements are as follows for theportions that have not yet been adopted: (1) clarifications to ASU No. 2016-13, Measurement of Credit Losses onFinancial Instruments, is the first quarter of fiscal year 2021, which is under evaluation, and (2) clarifications to ASUNo. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities is the first quarter of fiscalyear 2021, which will not have a material effect on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, whichamends ASC 740, Income Taxes. This ASU simplifies the accounting for income taxes by modifying the treatmentof intraperiod tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilitiesfor outside basis differences for foreign equity method investments and foreign subsidiaries when ownership orcontrol changes, and modifying interim period tax calculations when a loss is forecast. In addition, the ASU alsoprovides guidance for the accounting of a franchise tax that is partially based on income, requires that enactedchanges in tax laws or rates be included in the annual effective rate determination in the period that includes theenactment date, and clarifies the tax accounting of a step up in tax basis of goodwill. The effective date will be thefirst quarter of fiscal year 2022, with early adoption permitted. The guidance related to the foreign equity methodinvestments, foreign subsidiaries, and franchise taxes will be adopted using a modified-retrospective approach. Theremaining provisions will be adopted prospectively. The adoption is not expected to have a material effect on theCompany’s consolidated financial statements.

(4) Revenue Recognition

The Company’s revenue by primary geographical market, major product line, and timing of revenue recognition inmillions of dollars follow:

Three Months Ended February 2, 2020Agriculture

and TurfConstructionand Forestry

FinancialServices Total

Primary geographical markets: United States $ 2,500 $ 1,020 $ 643 $ 4,163Canada 138 172 156 466Western Europe 778 339 22 1,139Central Europe and CIS 220 159 10 389Latin America 455 159 66 680Asia, Africa, Australia, New Zealand, andMiddle East 504 256 34 794

Total $ 4,595 $ 2,105 $ 931 $ 7,631

Major product lines: Large Agriculture $ 2,139 $ 2,139Small Agriculture 1,765 1,765Turf 468 468Construction $ 841 841Compact Construction 288 288Roadbuilding 605 605Forestry 274 274Financial Products 27 7 $ 931 965Other 196 90 286

Total $ 4,595 $ 2,105 $ 931 $ 7,631

Timing of revenue recognition: Revenue recognized at a point in time $ 4,540 $ 2,079 $ 26 $ 6,645Revenue recognized over time 55 26 905 986

Total $ 4,595 $ 2,105 $ 931 $ 7,631

Three Months Ended January 27, 2019Agriculture

and TurfConstructionand Forestry

FinancialServices Total

Primary geographical markets: United States $ 2,628 $ 1,163 $ 575 $ 4,366Canada 172 248 157 577Western Europe 848 337 20 1,205Central Europe and CIS 148 171 9 328Latin America 548 150 64 762Asia, Africa, Australia, New Zealand, andMiddle East 453 263 30 746

Total $ 4,797 $ 2,332 $ 855 $ 7,984

Major product lines: Large Agriculture $ 2,167 $ 2,167Small Agriculture 1,808 1,808Turf 506 506Construction $ 1,009 1,009Compact Construction 265 265Roadbuilding 598 598Forestry 352 352Financial Products 20 6 $ 855 881Other 296 102 398

Total $ 4,797 $ 2,332 $ 855 $ 7,984

Timing of revenue recognition: Revenue recognized at a point in time $ 4,755 $ 2,313 $ 7,068Revenue recognized over time 42 19 $ 855 916

Total $ 4,797 $ 2,332 $ 855 $ 7,984

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Following is a description of the Company’s major product lines:

Large Agriculture – Includes net sales of tractors with more than approximately 200 horsepower and associatedattachments, combines, cotton pickers, cotton strippers, self-propelled forage harvesters and related attachments, andsugarcane harvesters, harvesting front-end equipment, sugarcane loaders and pull behind scrapers, tillage, seeding,and application equipment, including sprayers, nutrient management and soil preparation machinery, and relatedattachments and service parts.

Small Agriculture – Includes net sales of medium and utility tractors with less than approximately 200 horsepower,hay and forage equipment, balers, mowers, and related attachments and service parts.

Turf – Includes net sales of turf and utility equipment, including riding lawn equipment and walk-behind mowers,golf course equipment, utility vehicles, and commercial mowing equipment, along with a broad line of associatedimplements, other outdoor power products, and related attachments and service parts.

Construction – Includes net sales of a broad range of machines used in construction, earthmoving, and materialhandling, including backhoe loaders, crawler dozers and loaders, four-wheel-drive loaders, excavators, motorgraders, articulated dump trucks, and related attachments and service parts.

Compact Construction – Includes net sales of smaller construction equipment, including compact excavators,compact track loaders, compact wheel loaders, skid steers, landscape loaders, and related attachments and serviceparts.

Roadbuilding – Includes net sales of equipment used in roadbuilding and renovation, including milling machines,recyclers, slipform pavers, surface miners, asphalt pavers, compactors, tandem and static rollers, mobile crushers andscreens, mobile and stationary asphalt plants, and related attachments and service parts.

Forestry – Includes net sales of equipment used in timber harvesting, including log skidders, feller bunchers, logloaders, log forwarders, log harvesters, and related attachments and service parts.

Financial Products – Includes finance and interest income primarily from retail notes related to sales of John Deereequipment to end customers, wholesale financing to dealers of John Deere equipment, and revolving chargeaccounts; lease income from retail leases of John Deere equipment; and revenue from extended warranties.

Other – Includes sales of certain components to other equipment manufacturers, revenue earned over time fromprecision guidance, telematics, and other information enabled solutions, revenue from service performed at companyowned dealerships and service centers, gains on disposition of property and businesses, trademark licensing revenue,and other miscellaneous revenue items.

The Company invoices in advance of recognizing the sale of certain products and the revenue for certain services.These items are primarily for premiums for extended warranties, advance payments for future equipment sales, andsubscription and service revenue related to precision guidance and telematic services. These advanced customerpayments are presented as deferred revenue, a contract liability, in “Accounts payable and accrued expenses” in theconsolidated balance sheet. The deferred revenue received, but not recognized in revenue, including extendedwarranty premiums also shown in Note 16, was $1,070 million, $1,010 million, and $956 million at February 2,2020, November 3, 2019, and January 27, 2019, respectively. The contract liability is reduced as the revenue isrecognized. During the three months ended February 2, 2020 and January 27, 2019, $181 million and $156 million,respectively, of revenue was recognized from deferred revenue that was recorded as a contract liability at thebeginning of the respective fiscal year.

The Company entered into contracts with customers to deliver equipment and services that have not been recognizedat February 2, 2020 because the equipment or services have not been provided. These contracts primarily relate toextended warranty and certain precision guidance and telematic services. The amount of unsatisfied performanceobligations for contracts with an original duration greater than one year is $887 million at February 2, 2020. Theestimated revenue to be recognized by fiscal year follows in millions of dollars: remainder of 2020 - $275, 2021 - $274, 2022 - $182, 2023 - $101, 2024 - $42, and later years - $13. The Company discloses unsatisfied performance obligations with an original contract duration greater than one year. The contracts with an expected duration of one year or less are generally for sales to dealers and end customers for equipment, service parts, repair services, and certain telematics services.

(5) Other Comprehensive Income Items

The after-tax changes in accumulated other comprehensive income (loss) in millions of dollars follow:

Total Unrealized Unrealized Accumulated

Retirement Cumulative Gain (Loss) Gain (Loss) OtherBenefits Translation on on Comprehensive

Adjustment Adjustment Derivatives Debt Securities Income (Loss)Balance October 28, 2018 $ (3,237) $ (1,203) $ 15 $ (2) $ (4,427)ASU No. 2016-01 adoption (8) (8)Other comprehensive income

(loss) items beforereclassification 1 (162) (7) 8 (160)

Amounts reclassified fromaccumulated othercomprehensive income 19 (2) 17

Net current period othercomprehensive income (loss) 20 (162) (9) 8 (143)

Balance January 27, 2019 $ (3,217) $ (1,365) $ 6 $ (2) $ (4,578)

Balance November 3, 2019 $ (3,915) $ (1,651) $ (60) $ 19 $ (5,607)Other comprehensive income

(loss) items beforereclassification 186 43 (1) 5 233

Amounts reclassified fromaccumulated othercomprehensive income 44 1 45

Net current period othercomprehensive income (loss) 230 43 5 278

Balance February 2, 2020 $ (3,685) $ (1,608) $ (60) $ 24 $ (5,329)

Following are amounts recorded in and reclassifications out of other comprehensive income (loss), and the incometax effects, in millions of dollars:

Before Tax After Tax (Expense) Tax

Three Months Ended February 2, 2020 Amount Credit Amount Cumulative translation adjustment $ 43 $ 43Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss) (2) $ 1 (1)Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense 2 (1) 1Net unrealized gain (loss) on derivatives

Unrealized gain (loss) on debt securities:Unrealized holding gain (loss) 6 (1) 5Net unrealized gain (loss) on debt securities 6 (1) 5

Retirement benefits adjustment:Pensions

Net actuarial gain (loss) 1 1Reclassification to other operating expenses through amortization of:*

Actuarial (gain) loss 62 (26) 36Prior service (credit) cost 3 (1) 2Settlements 3 (1) 2

OPEBNet actuarial gain (loss) 245 (60) 185Reclassification to other operating expenses through amortization of:*

Actuarial (gain) loss 7 (2) 5Prior service (credit) cost (1) (1)

Net unrealized gain (loss) on retirement benefits adjustment 320 (90) 230Total other comprehensive income (loss) $ 369 $ (91) $ 278(continued)

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13

Before Tax After Tax (Expense) Tax

Three Months Ended January 27, 2019 Amount Credit Amount Cumulative translation adjustment $ (162) $ (162)Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss) (9) $ 2 (7)Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense (2) (2)Net unrealized gain (loss) on derivatives (11) 2 (9)

Unrealized gain (loss) on debt securities:Unrealized holding gain (loss) 10 (2) 8Net unrealized gain (loss) on debt securities 10 (2) 8

Retirement benefits adjustment:Pensions

Net actuarial gain (loss) 1 1Reclassification to other operating expenses through amortizationof: *

Actuarial (gain) loss 35 (8) 27Prior service (credit) cost 3 (1) 2

OPEBReclassification to other operating expense through amortization of:*

Actuarial (gain) loss 5 (1) 4Prior service (credit) cost (18) 4 (14)

Net unrealized gain (loss) on retirement benefits adjustment 26 (6) 20Total other comprehensive income (loss) $ (137) $ (6) $ (143)

* These accumulated other comprehensive income amounts are included in net periodic pension and OPEB costs.See Note 8 for additional detail.

In the first quarter of 2020 and 2019, the noncontrolling interests’ comprehensive income was $1 million and $2million, respectively, which consisted of net income.

(6) Dividends Declared and Paid

Dividends declared and paid on a per share basis were as follows:

Three Months Ended February 2 January 27

2020 2019 Dividends declared $ .76 $ .76Dividends paid $ .76 $ .69

(7) Earnings Per Share

A reconciliation of basic and diluted net income per share attributable to Deere & Company follows in millions,except per share amounts:


2020 2019Net income attributable to Deere & Company $ 517 $ 498Average shares outstanding 313.5 318.5Basic per share $ 1.65 $ 1.56

Average shares outstanding 313.5 318.5Effect of dilutive share-based compensation 3.7 4.2

Total potential shares outstanding 317.2 322.7Diluted per share $ 1.63 $ 1.54

During the first quarter of 2020 and 2019, .2 million and .6 million shares, respectively, were excluded from thecomputation because the incremental shares would have been antidilutive.

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(8) Pension and Other Postretirement Benefits

The Company has several defined benefit pension plans and postretirement benefit (OPEB) plans, primarily healthcare and life insurance plans, covering its U.S. employees and employees in certain foreign countries.

The worldwide components of net periodic pension cost consisted of the following in millions of dollars:


2020 2019 Service cost $ 84 $ 66Interest cost 87 111Expected return on plan assets (205) (200)Amortization of actuarial loss 62 35Amortization of prior service cost 3 3Settlements 3

Net cost $ 34 $ 15

The worldwide components of net periodic OPEB cost consisted of the following in millions of dollars:


2020 2019 Service cost $ 12 $ 10Interest cost 37 54Expected return on plan assets (12) (9)Amortization of actuarial loss 7 5Amortization of prior service credit (1) (18)Curtailments 21

Net cost $ 64 $ 42

The components of net periodic pension and OPEB costs excluding the service cost component are included in theline item “Other operating expenses” in the statement of consolidated income.

In the first quarter of 2020, the Company remeasured the U.S. OPEB health care plans. The wage plan wasremeasured due to the U.S. enactment of the Setting Every Community Up for Retirement Enhancement Act(SECURE Act) that repealed the health insurance provider fee effective in 2021. The salary plans were remeasureddue to the U.S. voluntary employee-separation program (see Note 20), which resulted in a $21 million curtailmentloss. The combined effect of the remeasurements was to reduce the benefit obligation by $245 million.

During the first three months of 2020, the Company contributed approximately $24 million to its pension plans and$43 million to its OPEB plans. The Company presently anticipates contributing an additional $68 million to itspension plans and $397 million to its OPEB plans during the remainder of fiscal year 2020. The anticipated OPEBcontributions include a voluntary $300 million in the fourth quarter to a U.S. plan, which will increase plan assets.These pension and remaining OPEB contributions primarily include direct benefit payments from Company funds.

(9) Income Taxes

The lower effective tax rate in the first quarter of 2020 primarily resulted from two discrete items. In January 2020,the Company changed the corporate structure of two foreign holding subsidiaries to be indirect branches of Deere &Company. The change in tax status generated a capital loss that will be carried back in the Company’s U.S. incometax return resulting in a $43 million benefit. In addition, a discrete benefit of $24 million was recognized for theexcess tax benefits related to vesting or exercise of share-based compensation awards.

The Company’s unrecognized tax benefits at February 2, 2020 were $557 million, compared to $553 million atNovember 3, 2019. The liability at February 2, 2020, November 3, 2019, and January 27, 2019 consisted ofapproximately $105 million, $153 million, and $143 million, respectively, which would affect the effective tax rate ifthe tax benefits were recognized. The remaining liability was related to tax positions for which there are offsettingtax receivables, or the uncertainty was only related to timing. The changes in the

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unrecognized tax benefits for the first three months of 2020 were not significant. The Company expects that any reasonably possible change in the amounts of unrecognized tax benefits in the next 12 months would not be significant.

(10) Segment Reporting

Worldwide net sales and revenues, operating profit, and identifiable assets by segment in millions of dollars follow:

Three Months Ended February 2 January 27 %

2020 2019 Change Net sales and revenues:

Agriculture and turf $ 4,486 $ 4,681 -4Construction and forestry 2,044 2,260 -10

Total net sales 6,530 6,941 -6Financial services 931 855 +9Other revenues 170 188 -10

Total net sales and revenues $ 7,631 $ 7,984 -4Operating profit: *

Agriculture and turf $ 373 $ 348 +7Construction and forestry 93 229 -59Financial services 179 192 -7

Total operating profit 645 769 -16Reconciling items ** (78) (87) -10Income taxes (50) (184) -73

Net income attributable to Deere & Company $ 517 $ 498 +4

Intersegment sales and revenues:Agriculture and turf net sales $ 7 $ 9 -22Construction and forestry net sales 1Financial services 67 72 -7

Equipment operations outside the U.S. and Canada:Net sales $ 2,780 $ 2,818 -1Operating profit 225 176 +28

February 2 November 3 2020 2019

Identifiable assets:Agriculture and turf $ 10,817 $ 10,379 +4Construction and forestry 9,376 9,387Financial services 47,279 48,483 -2Corporate 4,349 4,762 -9

Total assets $ 71,821 $ 73,011 -2

* Operating profit is income from continuing operations before corporate expenses, certain external interestexpense, certain foreign exchange gains and losses, and income taxes. Operating profit of the financial servicessegment includes the effect of interest expense and foreign exchange gains and losses.

** Reconciling items are primarily corporate expenses, certain external interest expense, certain foreign exchangegains and losses, pension and postretirement benefit costs excluding the service cost component, and net incomeattributable to noncontrolling interests.

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(11) Financing Receivables

Past due balances of financing receivables still accruing finance income represent the total balance held (principalplus accrued interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing financing receivables represent loans for which the Company has ceased accruing finance income. TheCompany ceases accruing finance income when these receivables are generally 90 days delinquent. Generally, whenreceivables are 120 days delinquent the estimated uncollectible amount, after charging the dealer’s withholdingaccount, if any, is written off to the allowance for credit losses. Finance income for non-performing receivables isrecognized on a cash basis. Accrual of finance income is generally resumed when the receivable becomescontractually current and collections are reasonably assured.

An age analysis of past due financing receivables that are still accruing interest and non-performing financingreceivables in millions of dollars follows:

February 2, 2020 90 Days

30-59 Days 60-89 Days or Greater TotalPast Due Past Due Past Due Past Due

Retail Notes:Agriculture and turf $ 150 $ 65 $ 3 $ 218Construction and forestry 96 36 19 151

Other:Agriculture and turf 66 21 1 88Construction and forestry 29 11 40

Total $ 341 $ 133 $ 23 $ 497

TotalTotal Total Financing

Past Due Non-Performing Current ReceivablesRetail Notes:

Agriculture and turf $ 218 $ 283 $ 18,514 $ 19,015Construction and forestry 151 131 3,488 3,770

Other:Agriculture and turf 88 100 7,457 7,645Construction and forestry 40 28 1,431 1,499

Total $ 497 $ 542 $ 30,890 31,929Less allowance for credit losses 157Total financing receivables – net $ 31,772

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November 3, 2019 90 Days


Retail Notes:Agriculture and turf $ 138 $ 73 $ 1 $ 212Construction and forestry 79 29 4 112

Other:Agriculture and turf 39 19 1 59 Construction and forestry 26 7 33

Total $ 282 $ 128 $ 6 $ 416

Total Total Total Financing

Past Due Non-Performing Current Receivables Retail Notes:


Other:Agriculture and turf 59 28 8,986 9,073 Construction and forestry 33 26 1,496 1,555

Total $ 416 $ 449 $ 32,863 33,728 Less allowance for credit losses 150 Total financing receivables – net $ 33,578

January 27, 2019 90 Days


Retail Notes:Agriculture and turf $ 162 $ 63 $ 1 $ 226 Construction and forestry 102 47 1 150

Other:Agriculture and turf 65 23 1 89Construction and forestry 16 8 24

Total $ 345 $ 141 $ 3 $ 489

TotalTotal Total Financing

Past Due Non-Performing Current ReceivablesRetail Notes:


Other:Agriculture and turf 89 28 7,213 7,330Construction and forestry 24 10 1,247 1,281

Total $ 489 $ 441 $ 28,960 29,890Less allowance for credit losses 177Total financing receivables – net $ 29,713

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An analysis of the allowance for credit losses and investment in financing receivables in millions of dollars duringthe periods follows:

Three Months Ended February 2, 2020Revolving

Retail ChargeNotes Accounts Other Total

Allowance: Beginning of period balance $ 89 $ 40 $ 21 $ 150

Provision (credit) 15 (1) 7 21Write-offs (17) (7) (1) (25)Recoveries 2 8 10Translation adjustments (1) 2 1

End of period balance * $ 88 $ 40 $ 29 $ 157

Financing receivables:End of period balance $ 22,785 $ 2,733 $ 6,411 $ 31,929Balance individually evaluated ** $ 170 $ 86 $ 256

Three Months Ended January 27, 2019 Revolving

Retail Charge Notes Accounts Other Total

Allowance: Beginning of period balance $ 113 $ 43 $ 22 $ 178

Provision (credit) 6 (1) 2 7Write-offs (11) (4) (1) (16)Recoveries 4 5 9Translation adjustments (1) (1)

End of period balance * $ 111 $ 43 $ 23 $ 177

Financing receivables:End of period balance $ 21,279 $ 2,737 $ 5,874 $ 29,890Balance individually evaluated ** $ 118 $ 2 $ 13 $ 133

* Individual allowances were not significant.** Remainder is collectively evaluated.

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Financing receivables are considered impaired when it is probable the Company will be unable to collect all amountsdue according to the contractual terms. Receivables reviewed for impairment generally include those that are eitherpast due, or have provided bankruptcy notification, or require significant collection efforts. Receivables that areimpaired are generally classified as non-performing.

An analysis of the impaired financing receivables in millions of dollars follows:

Unpaid Average Recorded Principal Specific Recorded

Investment Balance Allowance InvestmentFebruary 2, 2020*Receivables with specific allowance *** $ 117 $ 116 $ 22 $ 119Receivables without a specific allowance ** 31 30 32Total $ 148 $ 146 $ 22 $ 151

Agriculture and turf $ 120 $ 120 $ 17 $ 123Construction and forestry $ 28 $ 26 $ 5 $ 28

November 3, 2019*Receivables with specific allowance ** $ 40 $ 39 $ 13 $ 40Receivables without a specific allowance ** 32 31 37Total $ 72 $ 70 $ 13 $ 77


January 27, 2019*Receivables with specific allowance ** $ 30 $ 30 $ 12 $ 30Receivables without a specific allowance ** 36 34 36Total $ 66 $ 64 $ 12 $ 66


* Finance income recognized was not material.** Primarily retail notes.*** Primarily retail notes and wholesale receivables.

A troubled debt restructuring is generally the modification of debt in which a creditor grants a concession it wouldnot otherwise consider to a debtor that is experiencing financial difficulties. These modifications may include areduction of the stated interest rate, an extension of the maturity dates, a reduction of the face amount or maturityamount of the debt, or a reduction of accrued interest. During the first three months of 2020, the Companyidentified 88 receivable contracts, primarily wholesale receivables in Argentina, as troubled debt restructurings withaggregate balances of $85 million pre-modification and $74 million post-modification. During the first three monthsof 2019, there were 70 financing receivable contracts, primarily retail notes, identified as troubled debt restructuringswith aggregate balances of $2 million pre-modification and $2 million post-modification. During these same periods,there were no significant troubled debt restructurings that subsequently defaulted and were written off. At February2, 2020, the Company had commitments to lend approximately $14 million to borrowers whose accounts weremodified in troubled debt restructurings.

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(12) Securitization of Financing Receivables

The Company, as a part of its overall funding strategy, periodically transfers certain financing receivables (retailnotes) into variable interest entities (VIEs) that are special purpose entities (SPEs), or non-VIE banking operations,as part of its asset-backed securities programs (securitizations). The structure of these transactions is such that thetransfer of the retail notes did not meet the accounting criteria for sales of receivables, and is, therefore, accountedfor as a secured borrowing. SPEs utilized in securitizations of retail notes differ from other entities included in theCompany’s consolidated statements because the assets they hold are legally isolated. Use of the assets held by theSPEs or the non-VIEs is restricted by terms of the documents governing the securitization transactions.

In these securitizations, the retail notes are transferred to certain SPEs or to non-VIE banking operations, which inturn issue debt to investors. The debt securities issued to the third party investors resulted in secured borrowings,which are recorded as “Short-term securitization borrowings” on the balance sheet. The securitized retail notes arerecorded as “Financing receivables securitized – net” on the balance sheet. The total restricted assets on theconsolidated balance sheet related to these securitizations include the financing receivables securitized less anallowance for credit losses, and other assets primarily representing restricted cash. Restricted cash results fromcontractual requirements in securitized borrowing arrangements and serves as a credit enhancement. The restrictedcash is used to satisfy payment deficiencies, if any, in the required payments on secured borrowings. The balance ofrestricted cash is contractually stipulated and is either a fixed amount as determined by the initial balance of thefinancing receivables securitized or a fixed percentage of the outstanding balance of the securitized financingreceivables. The restriction is removed either after all secured borrowing payments are made or proportionally asthese receivables are collected and borrowing obligations reduced. For those securitizations in which retail notes aretransferred into SPEs, the SPEs supporting the secured borrowings are consolidated unless the Company does nothave both the power to direct the activities that most significantly impact the SPEs’ economic performance and theobligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. Noadditional support to these SPEs beyond what was previously contractually required has been provided during thereporting periods.

In certain securitizations, the Company consolidates the SPEs since it has both the power to direct the activities thatmost significantly impact the SPEs’ economic performance through its role as servicer of all the receivables held bythe SPEs and the obligation through variable interests in the SPEs to absorb losses or receive benefits that couldpotentially be significant to the SPEs. The restricted assets (retail notes securitized, allowance for credit losses, andother assets) of the consolidated SPEs totaled $2,490 million, $2,895 million, and $2,137 million at February 2, 2020,November 3, 2019, and January 27, 2019, respectively. The liabilities (short-term securitization borrowings andaccrued interest) of these SPEs totaled $2,442 million, $2,847 million, and $2,092 million at February 2, 2020,November 3, 2019, and January 27, 2019, respectively. The credit holders of these SPEs do not have legal recourseto the Company’s general credit.

In certain securitizations, the Company transfers retail notes to non-VIE banking operations, which are notconsolidated since the Company does not have a controlling interest in the entities. The Company’s carrying valuesand interests related to the securitizations with the unconsolidated non-VIEs were restricted assets (retail notessecuritized, allowance for credit losses, and other assets) of $638 million, $491 million, and $790 million at February2, 2020, November 3, 2019, and January 27, 2019, respectively. The liabilities (short-term securitization borrowingsand accrued interest) were $609 million, $465 million, and $743 million at February 2, 2020, November 3, 2019, andJanuary 27, 2019, respectively.

In certain securitizations, the Company transfers retail notes into bank-sponsored, multi-seller, commercial paperconduits, which are SPEs that are not consolidated. The Company does not service a significant portion of theconduits’ receivables, and therefore, does not have the power to direct the activities that most significantly impact theconduits’ economic performance. These conduits provide a funding source to the Company (as well as othertransferors into the conduit) as they fund the retail notes through the issuance of commercial paper. The Company’scarrying values and variable interest related to these conduits were restricted assets (retail notes securitized,allowance for credit losses, and other assets) of $1,441 million, $1,079 million, and $1,745 million at February 2,2020, November 3, 2019, and January 27, 2019, respectively. The liabilities (short-term securitization borrowingsand accrued interest) related to these conduits were $1,370 million, $1,015 million, and $1,632 million at February 2,2020, November 3, 2019, and January 27, 2019, respectively.

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The Company’s carrying amount of the liabilities to the unconsolidated conduits, compared to the maximumexposure to loss related to these conduits, which would only be incurred in the event of a complete loss on therestricted assets, was as follows in millions of dollars:

February 2, 2020 Carrying value of liabilities $ 1,370Maximum exposure to loss 1,441

The total assets of unconsolidated VIEs related to securitizations were approximately $41 billion.

The components of consolidated restricted assets related to secured borrowings in securitization transactions followin millions of dollars:


Financing receivables securitized (retail notes) $ 4,487 $ 4,395 $ 4,573Allowance for credit losses (9) (12) (10)Other assets 91 82 109Total restricted securitized assets $ 4,569 $ 4,465 $ 4,672

The components of consolidated secured borrowings and other liabilities related to securitizations follow in millionsof dollars:


Short-term securitization borrowings $ 4,416 $ 4,321 $ 4,464Accrued interest on borrowings 5 6 3Total liabilities related to restricted securitized assets $ 4,421 $ 4,327 $ 4,467

The secured borrowings related to these restricted securitized retail notes are obligations that are payable as the retailnotes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by therestricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets are notrequired to be placed into a segregated collection account until immediately prior to the time payment is required tothe secured creditors. At February 2, 2020, the maximum remaining term of all securitized retail notes wasapproximately seven years.

(13) Inventories

Most inventories owned by Deere & Company and its U.S. equipment subsidiaries and certain foreign equipmentsubsidiaries are valued at cost on the “last-in, first-out” (LIFO) method. If all of the Company’s inventories had beenvalued on a “first-in, first-out” (FIFO) method, estimated inventories by major classification in millions of dollarswould have been as follows:


Raw materials and supplies $ 2,311 $ 2,285 $ 2,506Work-in-process 818 747 1,026Finished goods and parts 4,946 4,613 5,693Total FIFO value 8,075 7,645 9,225Less adjustment to LIFO value 1,593 1,670 1,823Inventories $ 6,482 $ 5,975 $ 7,402

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(14) Goodwill and Other Intangible Assets-Net

The changes in amounts of goodwill by operating segments were as follows in millions of dollars:

Agriculture Construction and Turf and Forestry Total

Goodwill at October 28, 2018 $ 583 $ 2,518 $ 3,101Translation adjustments and other 2 (55) (53)Goodwill at January 27, 2019 $ 585 $ 2,463 $ 3,048

Goodwill at November 3, 2019 $ 574 $ 2,343 $ 2,917Translation adjustments and other (3) 31 28Goodwill at February 2, 2020 $ 571 $ 2,374 $ 2,945

There were no accumulated impairment losses in the reported periods.

The components of other intangible assets were as follows in millions of dollars:


Amortized intangible assets:Customer lists and relationships $ 517 $ 511 $ 538Technology, patents, trademarks, and other 1,013 1,028 1,053

Total at cost 1,530 1,539 1,591Less accumulated amortization * 304 282 207

Total 1,226 1,257 1,384Unamortized intangible assets:In-process research and development 123 123 123Other intangible assets – net $ 1,349 $ 1,380 $ 1,507

* Accumulated amortization at February 2, 2020, November 3, 2019, and January 27, 2019 for customer lists andrelationships totaled $86 million, $77 million, and $54 million and technology, patents, trademarks, and othertotaled $218 million, $205 million, and $153 million, respectively.

The amortization of other intangible assets in the first quarter of 2020 and 2019 was $25 million and $27 million,respectively. The estimated amortization expense for the next five years is as follows in millions of dollars:remainder of 2020 – $77, 2021 – $101, 2022 – $100, 2023 – $98, and 2024 – $96.

(15) Leases

The Company is both a lessee and a lessor. The Company leases for its own use, under leases with expected useperiods generally ranging from less than one year to 20 years, primarily warehouse facilities, office space, productionequipment, information technology equipment, and vehicles. The Company’s financial services segment leases tousers equipment produced or sold by the Company. These leases are usually written for periods of less than one yearto seven years.

The Company determines if an arrangement is or contains a lease at the contract inception.

Lessee

The Company recognizes on the balance sheet a lease liability and a right of use asset for leases with a term greaterthan 12 months for both operating and finance leases.

The amounts of the lease liability and right of use asset are determined at lease commencement and are based on thepresent value of the lease payments over the lease term. The lease payments are discounted using the Company’sincremental borrowing rate since the rate implicit in the lease is generally not readily determinable. The Companydetermines the incremental borrowing rate for each lease based primarily on the lease term and the economicenvironment of the country where the asset will be used, adjusted as if the borrowings were collateralized. Leaseswith contractual periods greater than 12 months and that do not meet the finance lease criteria are classified asoperating leases.

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Certain real estate leases contain one or more options to terminate or renew, with terms that can generally extend thelease term from one to 10 years. Options that the Company is reasonably certain to exercise are included in the leaseterm.

The Company has elected to combine lease and non-lease components, such as maintenance and utilities costsincluded in a lease contract, for all asset classes. Leases with an initial term of 12 months or less are expensed on astraight-line basis over the lease term and recorded in short-term lease expense. Variable lease expense primarilyincludes warehouse facilities leases with payments based on utilization exceeding contractual minimum amounts andleases with payments indexed to inflation when the index changes after lease commencement.

The lease expense by type consisted of the following in millions of dollars:

Three Months EndedFebruary 2, 2020

Operating lease expense $ 32Short-term lease expense 4Variable lease expense 10Finance lease depreciation expense 5

Total lease expense $ 51

Operating and finance lease right of use assets and liabilities follow in millions of dollars:

February 2, 2020Operating leasesOther assets $ 376Accounts payable and accrued expenses 361

Finance leasesProperty and equipment — net $ 37

Short-term borrowings 12Long-term borrowings 23Total finance lease liabilities $ 35

The weighted-average remaining lease term in years and discount rates follows:

February 2, 2020Weighted-average remaining lease termsOperating leases 7Finance leases 3Weighted-average discount rateOperating leases 2.5%Finance leases 3.2%

Lease payment amounts in each of the next five years at February 2, 2020 follow in millions of dollars:

Operating FinanceFebruary 2, 2020 Leases LeasesRemainder of 2020 $ 93 $ 122021 80 112022 69 82023 53 32024 38 22025 19Later years 33 1

Total lease payments 385 37Less imputed interest 24 2

Total lease liabilities $ 361 $ 35

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Future minimum lease payments under the previous lease standard for operating and finance leases at November 3,2019 follow in millions of dollars:

Operating CapitalNovember 3, 2019 Leases Leases2020 $ 111 $ 122021 77 102022 56 62023 39 22024 28 1Later years 26 1

Total minimum lease payments $ 337 $ 32

Cash paid for amounts included in the measurement of lease liabilities:


Operating cash flows from operating leases $ 30Financing cash flows from finance leases 5

Right of use assets obtained in exchange for lease liabilities:


Operating leases $ 16Finance leases 9

Lessor

The Company leases equipment manufactured or sold by the Company and a limited amount of non-Deereequipment to retail customers through sales-type, direct financing, and operating leases. Sales-type and directfinancing leases are reported in “Financing receivables - net” on the consolidated balance sheet. Operating leases arereported in “Equipment on operating leases - net” on the consolidated balance sheet.

Leases offered by the Company may include early termination and renewal options. At the end of a lease, the lesseegenerally has the option to purchase the underlying equipment for a fixed price or return it to the dealer. If theequipment is returned to the dealer, the dealer also has the option to purchase the equipment or return it to theCompany for remarketing.

The Company estimates the residual values for operating leases at lease inception based on several factors, includinglease term, expected hours of usage, historical wholesale sale prices, return experience, intended use of theequipment, market dynamics and trends, and dealer residual guarantees. The Company reviews residual valueestimates during the lease term and tests the carrying value of its operating lease assets for impairment when eventsor circumstances necessitate. The depreciation is adjusted on a straight-line basis over the remaining lease term ifresidual value estimates decline. Lease agreements include usage limits and specifications on machine condition,which allow the Company to assess lessees for excess use or damages to the underlying equipment.

The Company has elected to combine lease and nonlease components. The nonlease components primarily relate topreventative maintenance and extended warranty agreements financed by the retail customer. The Company has alsoelected to report consideration related to sales and value added taxes net of the related tax expense. Property taxes onleased assets are recorded on a gross basis in “Finance and interest income” and “Other operating expenses” on thestatement of consolidated income. Variable lease revenues primarily relate to property taxes on leased assets incertain markets and late fees.

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Lease revenues earned by the Company were as follows in millions of dollars:


Sales-type and direct finance lease revenues $ 36Operating lease revenues 374Variable lease revenues 5

Total lease revenues $ 415

At the time of accepting a lease that qualifies as a sales-type or direct financing lease, the Company records the grossamount of lease payments receivable, estimated residual value of the leased equipment, and unearned financeincome. The unearned finance income is recognized as revenue over the lease term using the interest method.

Sales-type and direct financing lease receivables by product category were as follows in millions of dollars:

February 2 November 32020 2019

Agriculture and turf $ 863 $ 897Construction and forestry 1,007 1,033

Total 1,870 1,930Guaranteed residual values 152 232Unguaranteed residual values 98 101Less unearned finance income 209 212

Financing leases receivables $ 1,911 $ 2,051

Scheduled payments, including guaranteed residual values, on sales-type and direct financing lease receivables atFebruary 2, 2020 follow in millions of dollars:

February 22020

Due in:Remainder of 2020 $ 7322021 6142022 3802023 1882024 862025 18Later years 4

Total $ 2,022

Scheduled payments on financing lease receivables under the previous lease standard at November 3, 2019 follow inmillions of dollars:

November 32019

Due in:2020 $ 8332021 5572022 3212023 1532024 53Later years 13

Total $ 1,930

Lease payments from operating leases are recorded as income on a straight-line method over the lease terms.Operating lease assets are recorded at cost and depreciated to their estimated residual value on a straight-line methodover the terms of the leases.

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The cost of equipment on operating leases by product category was as follows in millions of dollars:

February 2 November 32020 2019

Agriculture and turf $ 7,260 $ 7,257Construction and forestry 2,163 2,165

Total 9,423 9,422Less accumulated depreciation 1,919 1,855

Equipment on operating leases - net $ 7,504 $ 7,567

The total operating lease residual values at February 2, 2020 and November 3, 2019 were $5,299 million and $5,259million, respectively. Certain operating leases are subject to residual value guarantees. The total residual valueguarantees were $652 million and $647 million at February 2, 2020 and November 3, 2019, respectively.

Lease payments for equipment on operating leases at February 2, 2020 were scheduled as follows in millions ofdollars:

February 22020

Due in:Remainder of 2020 $ 9482021 8712022 5132023 2482024 802025 3

Total $ 2,663

Rental payments for equipment on operating leases under the previous lease standard at November 3, 2019 werescheduled as follows in millions of dollars:

November 32019

Due in:2020 $ 1,0862021 7592022 4192023 1932024 41

Total $ 2,498

The Company discusses with lessees and dealers options to purchase the equipment or extend the lease prior to leasematurity. Equipment returned to the Company upon termination of leases is remarketed by the Company. Thematured operating lease inventory balances at February 2, 2020 and November 3, 2019 were $130 million and $163million, respectively.

(16) Commitments and Contingencies

The Company generally determines its total warranty liability by applying historical claims rate experience to theestimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retailsales. The historical claims rate is primarily determined by a review of five-year claims costs and current qualitydevelopments.

The premiums for extended warranties are primarily recognized in income in proportion to the costs expected to beincurred over the contract period. These unamortized extended warranty premiums (deferred revenue) included in thefollowing table totaled $588 million and $514 million at February 2, 2020 and January 27, 2019, respectively.

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A reconciliation of the changes in the warranty liability and unearned premiums in millions of dollars follows:


2020 2019 Beginning of period balance $ 1,800 $ 1,652Payments (230) (228)Amortization of premiums received (59) (54)Accruals for warranties 222 253Premiums received 65 65Foreign exchange (6) (1)End of period balance $ 1,792 $ 1,687

At February 2, 2020, the Company had approximately $360 million of guarantees issued primarily to banks outsidethe U.S. and Canada related to third-party receivables for the retail financing of John Deere equipment. TheCompany may recover a portion of any required payments incurred under these agreements from repossession of theequipment collateralizing the receivables. At February 2, 2020, the Company had accrued losses of approximately$14 million under these agreements. The maximum remaining term of the receivables guaranteed at February 2, 2020was approximately seven years.

At February 2, 2020, the Company had commitments of approximately $264 million for the construction andacquisition of property and equipment. Also, at February 2, 2020, the Company had restricted assets of $83 million,primarily as collateral for borrowings and restricted other assets. See Note 12 for additional restricted assetsassociated with borrowings related to securitizations.

The Company also had other miscellaneous contingent liabilities totaling approximately $50 million at February 2,2020. The accrued liability for these contingencies was not material at February 2, 2020.

The Company is subject to various unresolved legal actions which arise in the normal course of its business, the mostprevalent of which relate to product liability (including asbestos-related liability), retail credit, employment, patent,and trademark matters. The Company believes the reasonably possible range of losses for these unresolved legalactions would not have a material effect on its consolidated financial statements.

(17) Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. To determine fair value, the Company uses variousmethods including market and income approaches. The Company utilizes valuation models and techniques thatmaximize the use of observable inputs. The models are industry-standard models that consider various assumptionsincluding time values and yield curves as well as other economic measures. These valuation techniques areconsistently applied.

Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2measurements include significant other observable inputs such as quoted prices for similar assets or liabilities inactive markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yieldcurves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs.

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The fair values of financial instruments that do not approximate the carrying values in millions of dollars follow:

February 2, 2020 November 3, 2019 January 27, 2019 Carrying

ValueFair

Value *Carrying

ValueFair

Value *Carrying

ValueFair

Value * Financing receivables – net:

Equipment operations $ 130 $ 123 $ 65 $ 61 $ 102 $ 99Financial services 27,164 27,177 29,130 29,106 25,048 24,900

Total $ 27,294 $ 27,300 $ 29,195 $ 29,167 $ 25,150 $ 24,999

Financing receivables securitized – net:


Total $ 4,478 $ 4,504 $ 4,383 $ 4,405 $ 4,563 $ 4,519

Short-term securitizationborrowings:


Total $ 4,416 $ 4,445 $ 4,321 $ 4,347 $ 4,464 $ 4,458

Long-term borrowings duewithin one year: **


Total $ 7,205 $ 7,217 $ 7,428 $ 7,433 $ 6,126 $ 6,123

Long-term borrowings: **Equipment operations $ 5,544 $ 6,403 $ 5,415 $ 6,138 $ 4,712 $ 4,989Financial services 24,908 25,299 24,814 25,122 23,143 23,217

Total $ 30,452 $ 31,702 $ 30,229 $ 31,260 $ 27,855 $ 28,206

* Fair value measurements above were Level 3 for all financing receivables, Level 3 for equipment operationsshort-term securitization borrowings, and Level 2 for all other borrowings.

** Carrying values exclude finance lease liabilities that are presented as borrowings beginning in 2020 (see Notes 3and 15).

Fair values of the financing receivables that were issued long-term were based on the discounted values of theirrelated cash flows at interest rates currently being offered by the Company for similar financing receivables. The fairvalues of the remaining financing receivables approximated the carrying amounts.

Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotesfor identical or similar borrowings and credit risk, or on the discounted values of their related cash flows at currentmarket interest rates. Certain long-term borrowings have been swapped to current variable interest rates. Thecarrying values of these long-term borrowings included adjustments related to fair value hedges.

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Assets and liabilities measured at fair value on a recurring basis in millions of dollars follow*:


Level 1:Marketable securities

International equity securities *** $ 3Equity fund *** 62 $ 59 $ 51U.S. government debt securities 52 50 44

Total Level 1 marketable securities 117 109 95


U.S. government debt securities 87 81 76Municipal debt securities 62 60 51Corporate debt securities 173 165 141International debt securities 4 5 9Mortgage-backed securities** 165 160 145

Total Level 2 marketable securities 491 471 422Other assets

Derivatives:Interest rate contracts 443 363 76Foreign exchange contracts 37 20 59Cross-currency interest rate contracts 1 1 3

Total Level 2 other assets 481 384 138Accounts payable and accrued expenses

Derivatives:Interest rate contracts 57 65 232Foreign exchange contracts 40 71 64Cross-currency interest rate contracts 4 3 2

Total Level 2 accounts payable and accrued expenses 101 139 298


International debt securities 1 1 6

* Excluded from this table were the Company’s cash equivalents, which were carried at cost that approximates fairvalue. The cash equivalents consist primarily of money market funds and time deposits.

** Primarily issued by U.S. government sponsored enterprises.

***During the first quarter of 2020 and 2019 net unrealized gains on equity securities recorded in “Other income”were $6 million and none, respectively.

The contractual maturities of debt securities at February 2, 2020 in millions of dollars are shown below. Actualmaturities may differ from those scheduled as a result of prepayments by the issuers. Because of the potential forprepayment on mortgage-backed securities, they are not categorized by contractual maturity.

Amortized FairCost Value

Due in one year or less $ 28 $ 24Due after one through five years 96 99Due after five through 10 years 96 103Due after 10 years 143 153Mortgage-backed securities 159 165Debt securities $ 522 $ 544

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Fair value, recurring Level 3 measurements from available-for-sale marketable securities in millions of dollarsfollow:


2020 2019Beginning of period balance $ 1 $ 8Principal payments (3)Other 1End of period balance $ 1 $ 6

Fair value, nonrecurring Level 3 measurements from impairments in millions of dollars follow:

Fair Value * LossesThree Months Ended

February 2 November 3 January 27 February 2 January 27 2020 2019 2019 2020 2019

Equipment on operating leases – net $ 855Other assets $ 142

* See financing receivables with specific allowances in Note 11. Losses were not significant.

The following is a description of the valuation methodologies the Company uses to measure certain financialinstruments on the balance sheet at fair value:

Marketable Securities – The portfolio of investments, except for the Level 3 measurement international debtsecurities, is primarily valued on a market approach (matrix pricing model) in which all significant inputs areobservable or can be derived from or corroborated by observable market data such as interest rates, yield curves,volatilities, credit risk, and prepayment speeds. Funds are primarily valued using the fund’s net asset value, based onthe fair value of the underlying securities. The Level 3 measurement international debt securities are primarily valuedusing an income approach based on discounted cash flows using yield curves derived from limited, observablemarket data.

Derivatives – The Company’s derivative financial instruments consist of interest rate swaps and caps, foreigncurrency futures, forwards and swaps, and cross-currency interest rate swaps. The portfolio is valued based on anincome approach (discounted cash flow) using market observable inputs, including swap curves and both forwardand spot exchange rates for currencies.

Financing Receivables – Specific reserve impairments are based on the fair value of the collateral, which is measuredusing a market approach (appraisal values or realizable values). Inputs include a selection of realizable values.

Equipment on Operating Leases – Net – The impairments are based on an income approach (discounted cash flow),using the contractual payments, plus an estimate of equipment sale price at lease maturity. Inputs include realizedsales values.

Other Assets – The impairments are measured at the fair value of the matured operating lease inventory. Thevaluations were based on a market approach. The inputs include sales of comparable assets.

(18) Derivative Instruments

It is the Company’s policy that derivative transactions are executed only to manage exposures arising in the normalcourse of business and not for the purpose of creating speculative positions or trading. The Company’s financialservices operations manage the relationship of the types and amounts of their funding sources to their receivable andlease portfolio in an effort to diminish risk due to interest rate and foreign currency fluctuations, while responding tofavorable financing opportunities. The Company also has foreign currency exposures at some of its foreign anddomestic operations related to buying, selling, and financing in currencies other than the functional currencies. Inaddition, the Company has interest rate exposure at certain

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equipment operations units for below market retail financing programs that are used as sales incentives and areoffered for extended periods.

All derivatives are recorded at fair value on the balance sheet. Cash collateral received or paid is not offset againstthe derivative fair values on the balance sheet. Each derivative is designated as a cash flow hedge, a fair value hedge,or remains undesignated. All designated hedges are formally documented as to the relationship with the hedged itemas well as the risk-management strategy. Both at inception and on an ongoing basis the hedging instrument isassessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, theunderlying hedged transaction is no longer likely to occur, the hedge designation is removed, or the derivative isterminated, hedge accounting is discontinued.

Cash Flow Hedges

Certain interest rate contracts (swaps) were designated as hedges of future cash flows from borrowings. The totalnotional amounts of the receive-variable/pay-fixed interest rate contracts at February 2, 2020, November 3, 2019, andJanuary 27, 2019 were $2,900 million, $3,150 million, and $2,800 million, respectively. Fair value gains or losses oncash flow hedges were recorded in OCI and are subsequently reclassified into interest expense in the same periodsduring which the hedged transactions affected earnings. These amounts offset the effects of interest rate changes onthe related borrowings. The cash flows from these contracts were recorded in operating activities in the statement ofconsolidated cash flows.

The amount of loss recorded in OCI at February 2, 2020 that is expected to be reclassified to interest expense or otheroperating expenses in the next twelve months if interest rates or exchange rates remain unchanged is approximately$9 million after-tax. There were no gains or losses reclassified from OCI to earnings based on the probability that theoriginal forecasted transaction would not occur.

Fair Value Hedges

Certain interest rate contracts (swaps) were designated as fair value hedges of borrowings. The total notionalamounts of the receive-fixed/pay-variable interest rate contracts at February 2, 2020, November 3, 2019, and January27, 2019 were $9,424 million, $8,717 million, and $8,622 million, respectively. The fair value gains or losses onthese contracts were generally offset by fair value gains or losses on the hedged items (fixed-rate borrowings) withboth items recorded in interest expense.

The amounts recorded in the consolidated balance sheet related to borrowings designated in fair value hedgingrelationships in millions of dollars follow:

Cumulative Increase (Decrease) of Fair Value Hedging Adjustments Included in

the Carrying AmountCarrying Active

Amount of Hedging Discontinued Hedged Item Relationships Relationships Total

February 2, 2020Long-term borrowings due within one year* $ 220 $ (1) $ (5) $ (6)Long-term borrowings 9,521 379 (21) 358

November 3, 2019Long-term borrowings due within one year* $ 412 $ (1) $ (4) $ (5)Long-term borrowings 8,532 295 (32) 263

January 27, 2019Long-term borrowings due within one year* $ 192 $ 1 $ (4) $ (3)Long-term borrowings 8,177 (179) (41) (220)

* Presented in short-term borrowings

Derivatives not designated as hedging instruments

The Company has certain interest rate contracts (swaps and caps), foreign exchange contracts (futures, forwards, andswaps), and cross-currency interest rate contracts (swaps), which were not formally designated as hedges. Thesederivatives were held as economic hedges for underlying interest rate or foreign currency exposures, primarily forcertain borrowings, purchases or sales of inventory, and below market retail

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financing programs. The total notional amounts of these interest rate swaps at February 2, 2020, November 3, 2019,and January 27, 2019 were $9,102 million, $9,166 million, and $8,225 million, the foreign exchange contracts were$5,249 million, $4,962 million, and $6,500 million, and the cross-currency interest rate contracts were $102 million,$92 million, and $87 million, respectively. The fair value gains or losses from the interest rate contracts wererecognized currently in interest expense and the gains or losses from foreign exchange contracts in cost of sales orother operating expenses, generally offsetting over time the expenses on the exposures being hedged. The cash flowsfrom these non-designated contracts were recorded in operating activities in the statement of consolidated cash flows.

Fair values of derivative instruments in the condensed consolidated balance sheet in millions of dollars follow:

February 2 November 3 January 27 Other Assets 2020 2019 2019 Designated as hedging instruments:Interest rate contracts $ 409 $ 332 $ 47

Total designated 409 332 47 Not designated as hedging instruments:Interest rate contracts 34 31 29Foreign exchange contracts 37 20 59Cross-currency interest rate contracts 1 1 3

Total not designated 72 52 91 Total derivative assets $ 481 $ 384 $ 138 Accounts Payable and Accrued ExpensesDesignated as hedging instruments:Interest rate contracts $ 17 $ 28 $ 205

Total designated 17 28 205 Not designated as hedging instruments:Interest rate contracts 40 37 27Foreign exchange contracts 40 71 64Cross-currency interest rate contracts 4 3 2

Total not designated 84 111 93 Total derivative liabilities $ 101 $ 139 $ 298

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The classification and gains (losses) including accrued interest expense related to derivative instruments on thestatement of consolidated income consisted of the following in millions of dollars:


2020 2019 Fair Value Hedges: Interest rate contracts - Interest expense $ 96 $ 133

Cash Flow Hedges:Recognized in OCIInterest rate contracts - OCI (pretax) (2) (9)

Reclassified from OCIInterest rate contracts - Interest expense (2) 2

Not Designated as Hedges:Interest rate contracts - Net sales $ (4) $ (10)Interest rate contracts - Interest expense * 2 (8)Foreign exchange contracts - Cost of sales 11 (5)Foreign exchange contracts - Other operating * (1) 20

Total not designated $ 8 $ (3)

* Includes interest and foreign exchange gains (losses) from cross-currency interest rate contracts.

Counterparty Risk and Collateral

Derivative instruments are subject to significant concentrations of credit risk to the banking sector. The Companymanages individual counterparty exposure by setting limits that consider the credit rating of the counterparty, thecredit default swap spread of the counterparty, and other financial commitments and exposures between theCompany and the counterparty banks. All interest rate derivatives are transacted under International Swaps andDerivatives Association (ISDA) documentation. Some of these agreements include credit support provisions. Eachmaster agreement permits the net settlement of amounts owed in the event of default or termination.

Certain of the Company’s derivative agreements contain credit support provisions that may require the Company topost collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of allderivatives with credit-risk-related contingent features that were in a net liability position at February 2, 2020,November 3, 2019, and January 27, 2019, was $60 million, $68 million, and $233 million, respectively. Inaccordance with the limits established in these agreements, the Company received $26 million in cash collateral atFebruary 2, 2020 and posted $8 million in cash collateral at January 27, 2019. No cash collateral was posted orreceived at November 3, 2019.

Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assetsand liabilities related to netting arrangements and any collateral received or paid in millions of dollars follows:

Gross Amounts Netting Collateral February 2, 2020 Recognized Arrangements Received Net Amount Assets $ 481 $ (60) $ (26) $ 395Liabilities 101 (60) 41

Gross Amounts Netting Collateral November 3, 2019 Recognized Arrangements Received/Paid Net Amount Assets $ 384 $ (70) $ 314Liabilities 139 (70) 69

Gross Amounts Netting Collateral January 27, 2019 Recognized Arrangements Paid Net Amount Assets $ 138 $ (75) $ 63Liabilities 298 (75) $ (8) 215

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(19) Stock Option and Restricted Stock Awards

In December 2019, the Company granted stock options to employees for the purchase of 495 thousand shares ofcommon stock at an exercise price of $169.70 per share and a binomial lattice model fair value of $35.83 per share atthe grant date. At February 2, 2020, options for 6.8 million shares were outstanding with a weighted-average exerciseprice of $99.21 per share. The Company also granted 342 thousand restricted stock units to employees in the firstthree months of 2020, of which 275 thousand are subject to service based only conditions and 67 thousand aresubject to performance/service based conditions. The fair value of the service based only units at the grant date was$169.70 per unit based on the market price of a share of underlying common stock. The fair value of theperformance/service based units at the grant date was $160.81 per unit based on the market price of a share ofunderlying common stock excluding dividends. At February 2, 2020, the Company was authorized to grant anadditional 6.8 million shares related to stock option and restricted stock awards.

(20) Employee-Separation Program

During the first quarter of 2020, the Company announced a broad voluntary employee-separation program for theU.S. salaried workforce that continues the efforts to create a more efficient organization structure and reduceoperating costs. The program provided for cash payments based on years of service. The expense was recordedprimarily in the period in which the employees irrevocably accepted the separation offer. The program’s totalestimated pretax expenses are approximately $136 million, of which $127 million was recorded in the first quarter.The payments for the program were also substantially made in the first quarter. Included in the total pretax expense isa non-cash charge of $21 million resulting from a curtailment in certain OPEB plans (see Note 8), which wasrecorded outside of operating profit in “Other operating expense.” The first quarter 2020 expenses that are included in operating profit of $105 million are allocated 37 percent “Cost of sales,” 15 percent “Research and development,” and 48 percent “Selling, administrative and general.” In addition, the expenses are allocated 75 percent to the agriculture and turf operations, 23 percent to the construction and forestry operations, and 2 percent to the financial services operations. Annual savings from these programs are estimated to be approximately $85 million with about $65 million in 2020.

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(21) SUPPLEMENTAL CONSOLIDATING DATASTATEMENT OF INCOMEFor the Three Months Ended February 2, 2020 and January 27, 2019(In millions of dollars) Unaudited EQUIPMENT OPERATIONS* FINANCIAL SERVICES

2020 2019 2020 2019 Net Sales and Revenues Net sales $ 6,530 $ 6,941Finance and interest income 27 23 $ 936 $ 866Other income 209 215 62 60

Total 6,766 7,179 998 926

Costs and ExpensesCost of sales 5,078 5,432Research and development expenses 425 407Selling, administrative and general expenses 672 645 138 121Interest expense 63 71 275 287Interest compensation to Financial Services 64 69Other operating expenses 72 71 408 325

Total 6,374 6,695 821 733

Income of Consolidated Group before Income Taxes 392 484 177 193Provision for income taxes 9 144 41 40Income of Consolidated Group 383 340 136 153

Equity in Income (Loss) of Unconsolidated Subsidiaries and AffiliatesFinancial Services 137 154 1 1Other (2) 6

Total 135 160 1 1Net Income 518 500 137 154

Less: Net income attributable to noncontrolling interests 1 2Net Income Attributable to Deere & Company $ 517 $ 498 $ 137 $ 154

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “FinancialServices” have been eliminated to arrive at the consolidated financial statements.

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SUPPLEMENTAL CONSOLIDATING DATA (Continued)CONDENSED BALANCE SHEET(In millions of dollars) Unaudited EQUIPMENT OPERATIONS* FINANCIAL SERVICES

February 2 November 3 January 27 February 2 November 3 January 27 2020 2019 2019 2020 2019 2019

Assets Cash and cash equivalents $ 2,862 $ 3,175 $ 2,671 $ 740 $ 682 $ 955Marketable securities 4 1 8 605 580 515Receivables from unconsolidated subsidiaries

and affiliates 1,425 2,017 274Trade accounts and notes receivable – net 1,115 1,482 1,177 5,707 5,153 5,746Financing receivables – net 130 65 102 27,164 29,130 25,048Financing receivables securitized – net 42 44 67 4,436 4,339 4,496Other receivables 1,252 1,376 1,485 131 116 184Equipment on operating leases – net 7,504 7,567 6,904Inventories 6,482 5,975 7,402Property and equipment – net 5,857 5,929 5,739 43 44 46Investments in unconsolidated subsidiaries and

affiliates 5,317 5,326 5,175 17 16 16Goodwill 2,945 2,917 3,048Other intangible assets – net 1,349 1,380 1,507 Retirement benefits 871 836 1,291 58 58 57Deferred income taxes 1,821 1,896 1,507 56 57 70Other assets 1,546 1,158 1,241 818 741 593Total Assets $ 33,018 $ 33,577 $ 32,694 $ 47,279 $ 48,483 $ 44,630

Liabilities and Stockholders’ Equity

LiabilitiesShort-term borrowings $ 947 $ 987 $ 1,494 $ 9,061 $ 9,797 $ 9,244Short-term securitization borrowings 42 44 67 4,374 4,277 4,397Payables to unconsolidated subsidiaries and affiliates 146 142 227 1,387 1,970 155Accounts payable and accrued expenses 8,325 9,232 8,711 1,786 1,836 1,821Deferred income taxes 408 414 470 546 568 798Long-term borrowings 5,567 5,415 4,712 24,908 24,814 23,143Retirement benefits and other liabilities 5,639 5,912 5,666 100 94 93

Total liabilities 21,074 22,146 21,347 42,162 43,356 39,651

Commitments and contingencies (Note 16)Redeemable noncontrolling interest 14 14 14

Stockholders’ EquityCommon stock, $1 par value (issued shares at

February 2, 2020 – 536,431,204) 4,675 4,642 4,512 2,107 2,107 2,099Common stock in treasury (17,549) (17,474) (16,422)Retained earnings 30,129 29,852 27,816 3,390 3,378 3,219Accumulated other comprehensive income (loss) (5,329) (5,607) (4,578) (380) (358) (339)Total Deere & Company stockholders' equity 11,926 11,413 11,328 5,117 5,127 4,979Noncontrolling interests 4 4 5

Total stockholders’ equity 11,930 11,417 11,333 5,117 5,127 4,979Total Liabilities and Stockholders’ Equity $ 33,018 $ 33,577 $ 32,694 $ 47,279 $ 48,483 $ 44,630

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the "Equipment Operations" and "FinancialServices" have been eliminated to arrive at the consolidated financial statements.

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SUPPLEMENTAL CONSOLIDATING DATA (Continued)STATEMENT OF CASH FLOWSFor the Three Months Ended February 2, 2020 and January 27, 2019(In millions of dollars) Unaudited EQUIPMENT OPERATIONS* FINANCIAL SERVICES

2020 2019 2020 2019Cash Flows from Operating Activities Net income $ 518 $ 500 $ 137 $ 154Adjustments to reconcile net income to net cash provided by (used for)

operating activities:Provision (credit) for credit losses 1 (1) 14 3Provision for depreciation and amortization 261 260 311 276Undistributed earnings of unconsolidated subsidiaries and affiliates (11) 39 (1) Credit for deferred income taxes (7) (31) (22) (25)Changes in assets and liabilities:

Trade receivables and Equipment Operations' financing receivables 312 186Inventories (530) (1,290)Accounts payable and accrued expenses (1,058) (535) (19) (12)Accrued income taxes payable/receivable (43) (429) (10) 527Retirement benefits 30 (6) 6 2

Other 147 (127) 30 47Net cash provided by (used for) operating activities (380) (1,434) 446 972

Cash Flows from Investing ActivitiesCollections of receivables (excluding trade and wholesale) 6,056 5,885Proceeds from maturities and sales of marketable securities 3 18 5Proceeds from sales of equipment on operating leases 426 371Cost of receivables acquired (excluding trade and wholesale) (4,569) (4,448)Purchases of marketable securities (2) (34) (30)Purchases of property and equipment (271) (297) Cost of equipment on operating leases acquired (669) (505)Increase in trade and wholesale receivables (382) (1,021)Other (9) (6) 11 26

Net cash provided by (used for) investing activities (280) (302) 857 283

Cash Flows from Financing ActivitiesIncrease (decrease) in total short-term borrowings 20 88 (493) 388Change in intercompany receivables/payables 572 1,526 (572) (1,526)Proceeds from long-term borrowings 167 91 1,535 2,120Payments of long-term borrowings (83) (142) (1,568) (1,799)Proceeds from issuance of common stock 53 51Repurchases of common stock (114) (144)Dividends paid (242) (220) (125) (200)Other (29) (23) (9) (8)

Net cash provided by (used for) financing activities 344 1,227 (1,232) (1,025)

Effect of Exchange Rate Changes on Cash, Cash Equivalents, andRestricted Cash 3 (12) (4) (1)

Net Increase (Decrease) in Cash, Cash Equivalents, and RestrictedCash (313) (521) 67 229Cash, Cash Equivalents, and Restricted Cash at Beginning ofPeriod 3,196 3,202 760 813Cash, Cash Equivalents, and Restricted Cash at End of Period $ 2,883 $ 2,681 $ 827 $ 1,042

* Deere & Company with Financial Services on the equity basis.The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “FinancialServices” have been eliminated to arrive at the consolidated financial statements.

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

RESULTS OF OPERATIONS

Overview

Organization

The Company’s equipment operations generate revenues and cash primarily from the sale of equipment to John Deeredealers and distributors. The equipment operations manufacture and distribute a full line of agricultural equipment; a varietyof commercial and consumer equipment; and a broad range of equipment for construction, roadbuilding, and forestry. TheCompany’s financial services primarily provide credit services, which mainly finance sales and leases of equipment by JohnDeere dealers and trade receivables purchased from the equipment operations. In addition, financial services offers extendedequipment warranties. The information in the following discussion is presented in a format that includes informationgrouped as consolidated, equipment operations, and financial services. The Company also views its operations as consistingof two geographic areas, the U.S. and Canada, and outside the U.S. and Canada. The Company’s operating segments consistof agriculture and turf, construction and forestry, and financial services.

Trends and Economic Conditions

Industry sales of agricultural machinery in the U.S. and Canada are forecast to be down about 5 percent for fiscal year 2020.Industry sales in Europe are forecast to be about the same in 2020. In South America, industry sales of tractors and combinesare projected to be approximately the same as 2019 levels. Asian sales are forecast to be about the same in 2020. Industrysales of turf and utility equipment in the U.S. and Canada are expected to be about the same in 2020. The Company’sagriculture and turf segment sales decreased 4 percent in the first quarter and are forecast to decrease about 5 to 10 percentfor fiscal year 2020. Construction industry sales in North America for 2020 are expected to decline 5 to 10 percent. Inforestry, global industry sales are expected to be about 5 to 10 percent lower. The Company’s construction and forestrysegment sales decreased 10 percent in the first quarter, and are forecast to decrease about 10 to 15 percent in 2020 reflectingslowing construction activity as well as efforts to bring down field inventory levels. Net income attributable to Deere &Company for the Company’s financial services operations is forecast to be approximately $600 million in 2020.

Items of concern include trade agreements, the uncertainty of the effectiveness of governmental actions in respect tomonetary and fiscal policies, the impact of sovereign debt, Eurozone and Argentine issues, capital market disruptions,changes in demand and pricing for used equipment, potential effects of epidemics, and geopolitical events. Significantfluctuations in foreign currency exchange rates and volatility in the price of many commodities could also impact theCompany’s results.

The Company’s results reflect early signs of stabilization in the U.S. farm sector. The Company is encouraged by the broaduse of precision technologies and believes it is well positioned to strengthen its leadership position in this area. For thequarter, construction sector activity slowed leading to lower sales and profit for the construction and forestry division.Actions to reduce factory production and lower inventories in response to construction equipment market conditions alsonegatively affected results. Additionally, the quarter included costs of a voluntary employee-separation program, which isintended to improve the Company’s flexibility. The Company is also proceeding with a series of measures to create a morefocused organizational structure. These steps are leading to improved efficiencies and helping the Company focus itsresources and investments on areas that have the most impact on performance.

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2020 Compared with 2019

The following table provides the net income attributable to Deere & Company in millions of dollars and diluted earnings pershare in dollars:

Three Months EndedFebruary 2 January 27

2020 2019Net income attributable to Deere & Company $ 517 $ 498Diluted earnings per share 1.63 1.54

The voluntary employee-separation program’s total pretax expense recognized in the first quarter of 2020 was $127 million,with another $9 million to be recorded over the remainder of the year. Included in first quarter expense was $22 million foritems excluded from operating profit and $3 million recorded by financial services. Annual estimated savings from theseparation program are approximately $85 million, with about $65 million expected in 2020 (see Note 20). Discrete incometax benefits also affected the quarter’s net income (see Note 9).

The worldwide net sales and revenues, price realization, and the effect of currency translation for worldwide, U.S. andCanada, and outside U.S. and Canada in millions of dollars follows:


2020 2019 % ChangeWorldwide net sales and revenues $ 7,631 $ 7,984 -4Worldwide equipment operations net sales 6,530 6,941 -6Price realization +2Currency translation (unfavorable) -1

U.S. and Canada equipment operations net sales 3,750 4,123 -9Price realization +2

Outside U.S. and Canada equipment operations net sales 2,780 2,818 -1Price realization +3Currency translation (unfavorable) -3

The Company’s equipment operations operating profit and net income and financial services operations net income follow inmillions of dollars:


2020 2019 % ChangeEquipment operations operating profit $ 466 $ 577 -19Equipment operations net income 383 340 +13Financial services net income 137 154 -11

The discussion on net sales and operating profit are included in the Business Segment Results below.

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Business Segment Results

Agriculture and Turf. The agriculture and turf segment results in millions of dollars follow:


2020 2019 % ChangeNet sales $ 4,486 $ 4,681 -4Operating profit 373 348 +7Operating margin 8.3% 7.4%

Agriculture and turf sales for the quarter declined due to lower shipment volumes and the unfavorable effects of currencytranslation, partially offset by price realization. Operating profit increased mainly as a result of price realization, improvedproduction costs, and lower warranty related expenses, partially offset by lower shipment volumes / sales mix and voluntaryemployee-separation expenses.

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Construction and Forestry. The construction and forestry segment results in millions of dollars follow:


2020 2019 % ChangeNet sales $ 2,044 $ 2,260 -10Operating profit 93 229 -59Operating margin 4.5% 10.1%

Construction and forestry sales decreased for the quarter primarily due to lower shipment volumes and the unfavorableeffects of currency translation, partially offset by price realization. Operating profit moved lower as a result of lowershipment volumes / sales mix and voluntary employee-separation expenses, partially offset by price realization.

Financial Services. The financial services segment revenue, interest expense, and operating profit in millions of dollars,along with the ratio of earnings to fixed charges follow:


2020 2019 % ChangeRevenue (including intercompany revenue) $ 998 $ 926 +8Interest expense 275 287 -4Operating profit 179 192 -7Consolidated ratio of earnings to fixed charges 1.64 1.68

Operating profit decreased due to higher losses on lease residual values, an increased provision for credit losses, and higherselling, administrative and general expenses, partially offset by income earned on a higher average portfolio. The averagebalance of receivables and leases financed was 7 percent higher in the first three months of 2020, compared with the sameperiod last year. Interest expense decreased 4 percent in the first quarter of 2020 primarily as a result of lower averageborrowing rates, partially offset by higher average borrowings.

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The cost of sales to net sales ratio and other significant statement of consolidated income changes not previously discussedfollow:


2020 2019 % ChangeCost of sales to net sales 77.7% 78.3%

Research and development expenses $ 425 $ 407 +4Selling, administrative and general expenses 809 764 +6Other operating expenses 415 351 +18

The cost of sales ratio improved due to price realization and lower production costs, partially offset by costs of the voluntaryemployee-separation program. Research and development expenses and selling, administrative and general expensesincreased primarily as a result of voluntary employee-separation costs. Other operating expenses increased primarily as aresult of higher depreciation of equipment on operating leases and a curtailment in certain OPEB plans (see Note 8).

Market Conditions and Outlook

Net income attributable to Deere & Company is forecast to be in a range of $2,700 million to $3,100 million.

● Agriculture and Turf. The Company’s worldwide sales of agriculture and turf equipment are forecast to decline 5 to10 percent for fiscal year 2020, including a negative currency translation effect of about 1 percent. Industry sales ofagricultural equipment in the U.S. and Canada are forecast to be down about 5 percent, driven by lower demand forlarge equipment in Canada. Full year industry sales in Europe are forecast to be about the same as are South Americanindustry sales of tractors and combines. Asian sales are forecast to be about the same as the prior year. Industry salesof turf and utility equipment in the U.S. and Canada are expected to be about the same as 2019.

● Construction and Forestry. The Company’s worldwide sales of construction and forestry equipment are anticipatedto be down 10 to 15 percent for 2020, with foreign currency rates having an unfavorable translation effect of about 1percent. The outlook reflects slowing construction activity as well as efforts to bring down field inventory levels.Industry construction equipment sales in North America are expected to decline by 5 to 10 percent for the year. Inforestry, global industry sales are expected to be down 5 to 10 percent due to weaker demand in North America andRussia.

● Financial Services. Fiscal year 2020 results are expected to benefit from lower losses on lease residual values andincome earned from a higher average portfolio, partially offset by a higher provision for credit losses and prior yearfavorable discrete adjustments to the provision for income taxes. Net income attributable to Deere & Company for thefinancial services operations is expected to be approximately $600 million.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements under “Overview,” “MarketConditions and Outlook,” and other forward-looking statements herein that relate to future events, expectations, and trendsinvolve factors that are subject to change, and 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 of the Company’sbusinesses.

The Company’s agricultural equipment business is subject to a number of uncertainties including the factors that affectfarmers’ confidence and financial condition. These factors include demand for agricultural products, world grain stocks,weather conditions, soil conditions, harvest yields, prices for commodities and livestock, crop and livestock productionexpenses, availability of transport for crops, trade restrictions and tariffs (e.g., China), global trade agreements (e.g., theUnited States-Mexico-Canada Agreement), the level of farm product exports (including concerns about genetically modifiedorganisms), the growth and sustainability of non-food uses for some crops (including ethanol and biodiesel production), realestate values, available acreage for farming, the land ownership policies of governments, changes in government farmprograms and policies, international reaction to such programs, changes in and effects of crop insurance programs, changesin environmental regulations and their impact on farming practices, animal diseases (e.g., African swine fever) and theireffects on poultry, beef and pork consumption and prices and on livestock feed demand, and crop pests and diseases.

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Factors affecting the outlook for the Company’s turf and utility equipment include consumer confidence, weather conditions,customer profitability, labor supply, consumer borrowing patterns, consumer purchasing preferences, housing starts andsupply, infrastructure investment, spending by municipalities and golf courses, and consumable input costs.

Consumer spending patterns, real estate and housing prices, the number of housing starts, interest rates and the levels ofpublic and non-residential construction are important to sales and results of the Company’s construction and forestryequipment. Prices for pulp, paper, lumber and structural panels are important to sales of forestry equipment.

All of the Company’s businesses and its results are affected by general economic conditions in the global markets andindustries in which the Company operates; customer confidence in general economic conditions; government spending andtaxing; foreign currency exchange rates and their volatility, especially fluctuations in the value of the U.S. dollar; interestrates (including the availability of IBOR reference rates); inflation and deflation rates; changes in weather patterns; thepolitical and social stability of the global markets in which the Company operates; the effects of, or response to, terrorismand security threats; wars and other conflicts; natural disasters; and the spread of major epidemics (including Coronavirus)and responses to epidemics such as government-imposed travel restrictions and extended shut down of businesses.

Significant changes in market liquidity conditions, changes in the Company’s credit ratings and any failure to comply withfinancial covenants in credit agreements could impact access to funding and funding costs, which could reduce theCompany’s earnings and cash flows. Financial market conditions could also negatively impact customer access to capital forpurchases of the Company’s products and customer confidence and purchase decisions, borrowing and repayment practices,and the number and size of customer loan delinquencies and defaults. A debt crisis, in Europe or elsewhere, could negativelyimpact currencies, global financial markets, social and political stability, funding sources and costs, asset and obligationvalues, customers, suppliers, demand for equipment, and Company operations and results. The Company’s investmentmanagement activities could be impaired by changes in the equity, bond and other financial markets, which wouldnegatively affect earnings.

The withdrawal of the United Kingdom from the European Union and the perceptions as to the impact of the withdrawalmay adversely affect business activity, political stability and economic conditions in the United Kingdom, the EuropeanUnion and elsewhere. The economic conditions and outlook could be further adversely affected by (i) uncertainty regardingany new or modified trade arrangements between the United Kingdom and the European Union and/or other countries, (ii)the risk that one or more other European Union countries could come under increasing pressure to leave the European Union,or (iii) the risk that the euro as the single currency of the Eurozone could cease to exist. Any of these developments, or theperception that any of these developments are likely to occur, could affect economic growth or business activity in theUnited Kingdom or the European Union, and could result in the relocation of businesses, cause business interruptions, leadto economic recession or depression, and impact the stability of the financial markets, availability of credit, currencyexchange rates, interest rates, financial institutions, and political, financial and monetary systems. Any of thesedevelopments could affect our businesses, liquidity, results of operations and financial position.

Additional factors that could materially affect the Company’s operations, access to capital, expenses and results includechanges in, uncertainty surrounding and the impact of governmental trade, banking, monetary and fiscal policies, includingfinancial regulatory reform and its effects on the consumer finance industry, derivatives, funding costs and other areas, andgovernmental programs, policies, tariffs and sanctions in particular jurisdictions or for the benefit of certain industries orsectors; retaliatory actions to such changes in trade, banking, monetary and fiscal policies; actions by central banks; actionsby financial and securities regulators; actions by environmental, health and safety regulatory agencies, including thoserelated to engine emissions, carbon and other greenhouse gas emissions, noise and the effects of climate change; changes toGPS radio frequency bands or their permitted uses; changes in labor and immigration regulations; changes to accountingstandards; changes in tax rates, estimates, laws and regulations and Company actions related thereto; changes to andcompliance with privacy regulations; compliance with U.S. and foreign laws when expanding to new markets and otherwise;and actions by other regulatory bodies.

Other factors that could materially affect results include production, design and technological innovations and difficulties,including capacity and supply constraints and prices; the loss of or challenges to intellectual property rights whether throughtheft, infringement, counterfeiting or otherwise; the availability and prices of strategically sourced materials, componentsand whole goods; delays or disruptions in the Company’s supply chain or the loss of liquidity by suppliers; disruptions ofinfrastructures that support communications, operations or distribution; the failure of suppliers or the Company to complywith laws, regulations and Company policy pertaining to

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employment, human rights, health, safety, the environment, anti-corruption, privacy and data protection and other ethicalbusiness practices; events that damage the Company’s reputation or brand; significant investigations, claims, lawsuits orother legal proceedings; start-up of new plants and products; the success of new product initiatives; changes in customerproduct preferences and sales mix; gaps or limitations in rural broadband coverage, capacity and speed needed to supporttechnology solutions; oil and energy prices, supplies and volatility; the availability and cost of freight; actions of competitorsin the various industries in which the Company competes, particularly price discounting; dealer practices especially as tolevels of new and used field inventories; changes in demand and pricing for used equipment and resulting impacts on leaseresidual values; labor relations and contracts; changes in the ability to attract, train and retain qualified personnel;acquisitions and divestitures of businesses; greater than anticipated transaction costs; the integration of new businesses; thefailure or delay in closing or realizing anticipated benefits of acquisitions, joint ventures or divestitures; the implementationof organizational changes; the failure to realize anticipated savings or benefits of cost reduction, productivity, or efficiencyefforts; difficulties related to the conversion and implementation of enterprise resource planning systems; security breaches,cybersecurity attacks, technology failures and other disruptions to the Company’s and suppliers’ information technologyinfrastructure; changes in Company declared dividends and common stock issuances and repurchases; changes in the leveland funding of employee retirement benefits; changes in market values of investment assets, compensation, retirement,discount and mortality rates which impact retirement benefit costs; and significant changes in health care costs.

The liquidity and ongoing profitability of John Deere Capital Corporation and other credit subsidiaries depend largely ontimely access to capital in order to meet future cash flow requirements, and to fund operations, costs, and purchases of theCompany’s products. If general economic conditions deteriorate or capital markets become more volatile, funding could beunavailable or insufficient. Additionally, customer confidence levels may result in declines in credit applications andincreases in delinquencies and default rates, which could materially impact write-offs and provisions for credit losses.

The Company’s outlook is based upon assumptions relating to the factors described above, which are sometimes based uponestimates and data prepared by government agencies. Such estimates and data are often revised. The Company, except asrequired by law, undertakes no obligation to update or revise its outlook, whether as a result of new developments orotherwise. Further information concerning the Company and its businesses, including factors that could materially affect theCompany’s financial results, is included in the Company’s other filings with the SEC (including, but not limited to, thefactors discussed in Item 1A. Risk Factors of the Company’s most recent annual report on Form 10-K and quarterly reportson Form 10-Q).

Critical Accounting Policies

See the Company’s critical accounting policies discussed in the Management’s Discussion and Analysis of the most recentannual report filed on Form 10-K. There have been no material changes to these policies.

CAPITAL RESOURCES AND LIQUIDITY

The discussion of capital resources and liquidity has been organized to review separately, where appropriate, the Company’sconsolidated totals, equipment operations, and financial services operations.

Consolidated

Negative cash flows from consolidated operating activities in the first three months of 2020 were $508 million. This resultedprimarily from a decrease in accounts payable and accrued expenses, a seasonal increase in inventories, and a change inaccrued income taxes payable / receivable, which were partially offset by net income adjusted for non-cash provisions and adecrease in receivables related to sales. Cash inflows from investing activities were $1,026 million in the first three monthsof this year, primarily due to collections of receivables (excluding receivables related to sales) and proceeds from sales ofequipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by $1,270million, partially offset by purchases of property and equipment of $271 million. Negative cash flows from financingactivities were $763 million in the first three months of 2020 primarily due to a decrease in borrowings of $422 million,dividends paid of $242 million, and repurchases of common stock of $114 million, partially offset by proceeds from issuanceof common stock of $53 million (resulting from the exercise of stock options). Cash, cash equivalents, and restricted cashdecreased $246 million during the first three months of this year.

Negative cash flows from consolidated operating activities in the first three months of 2019 were $1,651 million. Thisresulted primarily from a seasonal increase in inventories, a decrease in accounts payable and accrued expenses, and anincrease in receivables related to sales, which were partially offset by net income adjusted for non-

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cash provisions and a change in accrued income taxes payable / receivable. Cash inflows from investing activities were $969million in the first three months of 2019, primarily due to collections of receivables (excluding receivables related to sales)and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operatingleases acquired by $1,293 million, partially offset by purchases of property and equipment of $297 million. Positive cashflows from financing activities were $403 million in the first three months of 2019 primarily due to an increase inborrowings of $746 million and proceeds from issuance of common stock of $51 million (resulting from the exercise ofstock options), partially offset by dividends paid of $220 million and repurchases of common stock of $144 million. Cash,cash equivalents, and restricted cash decreased $292 million during the first three months of 2019.

The Company has access to most global markets at a reasonable cost and expects to have sufficient sources of global fundingand liquidity to meet its funding needs. Sources of liquidity for the Company include cash and cash equivalents, marketablesecurities, funds from operations, the issuance of commercial paper and term debt, the securitization of retail notes (bothpublic and private markets), and committed and uncommitted bank lines of credit. The Company’s commercial paperoutstanding at February 2, 2020, November 3, 2019, and January 27, 2019 was $2,149 million, $2,698 million, and $3,760million, respectively, while the total cash and cash equivalents and marketable securities position was $4,211 million, $4,438million, and $4,149 million, respectively. The total cash and cash equivalents and marketable securities held by foreignsubsidiaries, was $2,572 million, $2,731 million, and $2,076 million at February 2, 2020, November 3, 2019, and January27, 2019, respectively.

Lines of Credit. The Company also has access to bank lines of credit with various banks throughout the world. Worldwidelines of credit totaled $8,484 million at February 2, 2020, $5,692 million of which were unused. For the purpose ofcomputing unused credit lines, commercial paper and short-term bank borrowings, excluding secured borrowings and thecurrent portion of long-term borrowings, were primarily considered to constitute utilization. Included in the total credit linesat February 2, 2020 was a 364-day credit facility agreement of $2,800 million, expiring in fiscal April 2020. In addition, totalcredit lines included long-term credit facility agreements of $2,500 million, expiring in April 2023, and $2,500 million,expiring in April 2024. These credit agreements require John Deere Capital Corporation (Capital Corporation) to maintain itsconsolidated ratio of earnings to fixed charges at not less than 1.05 to 1 for each fiscal quarter and the ratio of senior debt,excluding securitization indebtedness, to capital base (total subordinated debt and stockholder’s equity excludingaccumulated other comprehensive income (loss) at not more than 11 to 1 at the end of any fiscal quarter. The creditagreements also require the equipment operations to maintain a ratio of total debt to total capital (total debt and stockholders’equity excluding accumulated other comprehensive income (loss) of 65 percent or less at the end of each fiscal quarter.Under this provision, the Company’s excess equity capacity and retained earnings balance free of restriction at February 2,2020 was $13,729 million. Alternatively under this provision, the equipment operations had the capacity to incur additionaldebt of $25,497 million at February 2, 2020. All of these requirements of the credit agreement have been met during theperiods included in the financial statements.

Debt Ratings. To access public debt capital markets, the Company relies on credit rating agencies to assign short-term andlong-term credit ratings to the Company’s securities as an indicator of credit quality for fixed income investors. A securityrating is not a recommendation by the rating agency to buy, sell, or hold Company securities. A credit rating agency maychange or withdraw Company ratings based on its assessment of the Company’s current and future ability to meet interestand principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lowercredit ratings generally result in higher borrowing costs, including costs of derivative transactions, and reduced access todebt capital markets. The senior long-term and short-term debt ratings and outlook currently assigned to unsecured Companydebt securities by the rating agencies engaged by the Company are as follows:

Senior Long-Term Short-Term Outlook

Fitch Ratings A F1 StableMoody’s Investors Service, Inc. A2 Prime-1 StableStandard & Poor’s A A-1 Stable

Trade accounts and notes receivable primarily arise from sales of goods to independent dealers. Trade receivables increased$130 million during the first three months of 2020, primarily due to a seasonal increase. These receivables decreased $137million, compared to a year ago, primarily due to lower shipment volumes and foreign currency translation. The ratios ofworldwide trade accounts and notes receivable to the last 12 months’ net sales were 16 percent at February 2, 2020,compared to 15 percent at November 3, 2019 and 16 percent at January 27, 2019. Agriculture and turf trade receivablesdecreased $69 million and construction and forestry trade receivables decreased $68 million, compared to a year ago. Thepercentage of total worldwide trade receivables outstanding for

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periods exceeding 12 months was 3 percent at February 2, 2020, 3 percent at November 3, 2019, and 1 percent at January 27,2019.

Deere & Company stockholders’ equity was $11,926 million at February 2, 2020, compared with $11,413 million atNovember 3, 2019 and $11,328 million at January 27, 2019. The increase of $513 million during the first three months of2020 resulted primarily from net income attributable to Deere & Company of $517 million, a change in the retirementbenefits adjustment of $230 million, a change in the cumulative translation adjustment of $43 million, and an increase incommon stock of $33 million, partially offset by dividends declared of $239 million and an increase in treasury stock of $75million.

Equipment Operations

The Company’s equipment businesses are capital intensive and are subject to seasonal variations in financing requirementsfor inventories and certain receivables from dealers. The equipment operations sell a significant portion of their tradereceivables to financial services. To the extent necessary, funds provided from operations are supplemented by externalfinancing sources.

Cash used for operating activities of the equipment operations, including intercompany cash flows, in the first three monthsof 2020 was $380 million. This resulted primarily from a decrease in accounts payable and accrued expenses, a seasonalincrease in inventories, and a change in accrued income taxes payable / receivable. Partially offsetting these operating cashoutflows were cash inflows from net income adjusted for non-cash provisions and a decrease in trade and financingreceivables held by the equipment operations. Cash, cash equivalents, and restricted cash decreased $313 million in the firstthree months of 2020.

Cash used for operating activities of the equipment operations, including intercompany cash flows, in the first three monthsof 2019 was $1,434 million. This resulted primarily from a seasonal increase in inventories, a decrease in accounts payableand accrued expenses, and a change in accrued income taxes payable / receivable. Partially offsetting these operating cashoutflows were cash inflows from net income adjusted for non-cash provisions and a decrease in trade and financingreceivables held by the equipment operations. Cash, cash equivalents, and restricted cash decreased $521 million in the firstthree months of 2019.

Trade receivables held by the equipment operations decreased $367 million during the first three months of 2020 anddecreased $62 million from a year ago. The equipment operations sell a significant portion of their trade receivables tofinancial services. See the previous consolidated discussion of trade receivables.

Inventories increased by $507 million during the first three months, primarily due to a seasonal increase. Inventoriesdecreased $920 million, compared to a year ago, primarily due to lower production volumes and the effect of foreigncurrency translation. A majority of these inventories are valued on the last-in, first-out (LIFO) method. The ratios ofinventories on a first-in, first-out (FIFO) basis (see Note 13), which approximates current cost, to the last 12 months’ cost ofsales were 31 percent at February 2, 2020, compared to 29 percent at November 3, 2019 and 35 percent at January 27, 2019.

Total interest-bearing debt of the equipment operations was $6,556 million at February 2, 2020, compared with $6,446million at November 3, 2019 and $6,273 million at January 27, 2019. The ratios of debt to total capital (total interest-bearingdebt and stockholders’ equity) were 35 percent, 36 percent, and 36 percent at February 2, 2020, November 3, 2019, andJanuary 27, 2019, respectively.

The Company may from time to time seek to retire portions of its outstanding debt securities through cash repurchases orexchanges for other securities, in open-market purchases, privately negotiated transactions, or otherwise. Such repurchasesor exchanges, if any, will be subject to and depend on prevailing market conditions, the company’s liquidity requirements,contractual restrictions, and other factors. The amounts involved in any such transactions, individually or in the aggregate,may be material.

Property and equipment cash expenditures for the equipment operations in the first three months of 2020 were $271 million,compared with $297 million in the same period last year. Capital expenditures for the equipment operations in 2020 areestimated to be approximately $1,100 million.

In October 2019, the Company entered into a definitive agreement to acquire Unimil, a privately held Brazilian company inthe aftermarket service parts business for sugarcane harvesters. The expected cash purchase price is R$375 million (orapproximately US$90 million based on the exchange rate at the end of the fiscal quarter). The Company expects to fund theacquisition and the transaction expenses with current cash. The transaction requires customary regulatory approval and isexpected to close within six months.

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Financial Services

The financial services operations rely on their ability to raise substantial amounts of funds to finance their receivable andlease portfolios. Their primary sources of funds for this purpose are a combination of commercial paper, term debt,securitization of retail notes, equity capital, and borrowings from Deere & Company.

During the first three months of 2020, the cash provided by operating and investing activities was used for financingactivities. Cash flows provided by operating activities, including intercompany cash flows, were $446 million in the firstthree months of 2020. Cash provided by investing activities totaled $857 million in the first three months of 2020 primarilydue to the collection of receivables (excluding trade and wholesale) and proceeds from sales of equipment on operatingleases exceeding the cost of receivables and equipment on operating leases acquired by $1,244 million, partially offset by anincrease in trade and wholesale receivables of $382 million. Cash used for financing activities totaled $1,232 million,resulting primarily from a decrease in borrowings from Deere & Company of $572 million, a decrease in externalborrowings of $526 million, and dividends paid to Deere & Company of $125 million. Cash, cash equivalents, and restrictedcash increased $67 million in the first three months of 2020.

During the first three months of 2019, the cash provided by operating and investing activities was used for financingactivities. Cash flows provided by operating activities, including intercompany cash flows, were $972 million in the firstthree months of 2019. Cash provided by investing activities totaled $283 million in the first three months of 2019 primarilydue to the collection of receivables (excluding trade and wholesale) and proceeds from sales of equipment on operatingleases exceeding the cost of receivables and equipment on operating leases acquired by $1,303 million, partially offset by anincrease in trade and wholesale receivables of $1,021 million. Cash used for financing activities totaled $1,025 million,resulting primarily from a decrease in borrowings from Deere & Company of $1,526 million and dividends paid to Deere &Company of $200 million, partially offset by an increase in external borrowings of $709 million. Cash, cash equivalents, andrestricted cash increased $229 million in the first three months of 2019.

Receivables and leases held by the financial services operations consist of retail notes originated in connection with retailsales of new and used equipment by dealers of John Deere products, retail notes from non-Deere equipment customers, tradereceivables, wholesale notes, revolving charge accounts, credit enhanced international export financing generally involvingJohn Deere products, sales-type and direct financing leases, and operating leases. Total receivables and leases decreased$1,378 million during the first quarter of 2020 and increased $2,617 million in the past 12 months. Acquisition volumes ofreceivables (excluding trade and wholesale) and leases were 6 percent higher in the first three months of 2020, comparedwith the same period last year, as volumes of retail notes and operating leases were higher, while volumes of sales-type anddirect financing leases and revolving charge accounts were lower. The amount of total trade receivables and wholesale notesincreased compared to November 3, 2019 and decreased compared to January 27, 2019.

Total external interest-bearing debt of the financial services operations was $38,343 million at February 2, 2020, comparedwith $38,888 million at November 3, 2019 and $36,784 million at January 27, 2019. Total external borrowings havegenerally changed corresponding with the level of receivable and lease portfolio, the level of cash and cash equivalents, thechange in payables owed to Deere & Company, and the change in investment from Deere & Company. The financialservices operations’ ratio of interest-bearing debt to stockholder’s equity was 7.8 to 1 at February 2, 2020, compared with8.0 to 1 at November 3, 2019 and 7.4 to 1 at January 27, 2019.

Capital Corporation has a revolving credit agreement to utilize bank conduit facilities to securitize retail notes (see Note 12).During November 2019, the agreement was renewed with a total capacity, or “financing limit,” of $3,500 million of securedfinancings at any time. After a two-year revolving period, unless the banks and Capital Corporation agree to renew, CapitalCorporation would liquidate the secured borrowings over time as payments on the retail notes are collected. At February 2,2020, $1,935 million of secured short-term borrowings were outstanding under the agreement.

In the first three months of 2020, the financial services operations issued $760 million and retired $664 million of retail notesecuritization borrowings. In addition, during the first three months of 2020, the financial services operations issued $1,535million and retired $1,568 million of long-term borrowings, which were primarily medium-term notes.

Dividends

The Company’s Board of Directors at its meeting on February 26, 2020 declared a quarterly dividend of $.76 per sharepayable May 8, 2020, to stockholders of record on March 31, 2020.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the Company’s most recent annual report filed on Form 10-K (Part II, Item 7A). There has been no material change inthis information.

Item 4. CONTROLS AND PROCEDURES

The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosurecontrols 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 February 2, 2020, based on the evaluation of these controls and procedures requiredby Rule 13a-15(b) or 15d-15(b) of the Exchange Act. The Company implemented a new system for lessee accounting withthe adoption of ASU No. 2016-02, Leases. The Company began using this system on November 4, 2019 to account for alllease transactions when the Company is the user of the equipment. In addition, controls were implemented to properlyaccount for leasing arrangements in accordance with the new lease standard. During the first quarter, there were no otherchanges that have materially affected or are reasonably likely to materially affect the Company’s internal control overfinancial reporting.

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PART II. OTHER INFORMATIONItem 1. Legal Proceedings

The Company is subject to various unresolved legal actions which arise in the normal course of its business, themost prevalent of which relate to product liability (including asbestos-related liability), retail credit,employment, patent, and trademark matters. Item 103 of the SEC’s Regulation S-K requires disclosure of certainenvironmental matters when a governmental authority is a party to the proceedings and the proceedings involvepotential monetary sanctions that John Deere reasonably believes could exceed $100,000. The following matteris disclosed solely pursuant to that requirement: on October 3, 2018, the Provincia Santa Fe Ministerio de MedioAmbiente of Argentina issued a Notice of Violation to Industrias John Deere Argentina in connection withalleged groundwater contamination at the site; the Company worked with the appropriate authorities toimplement corrective actions to remediate the site. On December 16, 2019, the Provincia Santa Fe Ministerio deMedio Ambiente issued a Notice of Fine of approximately $328,000; the Company is determining its response.The Company believes the reasonably possible range of losses for this and other unresolved legal actions wouldnot have a material effect on its financial statements.

Item 1A. Risk Factors

See the Company’s most recent annual report filed on Form 10-K (Part I, Item 1A). There has been no materialchange in this information. The risks described in the annual report on Form 10-K, and the “Safe HarborStatement” in this report, are not the only risks faced by the Company. Additional risks and uncertainties mayalso materially affect the Company’s business, financial condition, or operating results. One should not considerthe risk factors to be a complete discussion of risks, uncertainties, and assumptions.

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

The Company’s purchases of its common stock during the first quarter of 2020 were as follows:

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) Paid Per Share (thousands) (millions)

Nov 4 to Dec 1 79 $ 175.18 79 6.7Dec 2 to Dec 29 156 169.97 70 57.1Dec 30 to Feb 2 426 173.17 426 56.6

Total 661 575

(1) During the first quarter of 2020, the Company had a share repurchase plan that was announced in December2013 to purchase up to $8,000 million of shares of the Company’s common stock. In December 2019, theCompany announced an additional share repurchase plan authorizing the purchase of up to $8,000 million ofshares of the Company’s common stock. The maximum number of shares that may yet be purchased underthese plans was based on the end of the first quarter closing share price of $158.58 per share. At the end ofthe first quarter of 2020, $8,975 million of common stock remains to be purchased under the plans.

(2) In the first quarter of 2020, approximately 86 thousand shares were purchased from plan participants at amarket price to pay payroll taxes on certain restricted stock awards. The shares were valued at a weighted-average market price of $172.51.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Not applicable.

Item 6. Exhibits

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

3.1 Certificate 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*)

3.2 Bylaws, as amended (Exhibit 3.2 to Form 10-Q of registrant for the quarter ended January 27,2019, Securities and Exchange Commission File Number 1-4121*)

10.1 Second Amendment, dated as of February 21, 2020, to the Asset Purchase Agreement datedOctober 29, 2001, between registrant and Deere Capital, Inc. (including conformed copy of theAsset Purchase Agreement as Exhibit A thereto)

10.2 Second Amendment, dated as of February 21, 2020, to the Asset Purchase Agreement datedOctober 29, 2001, between John Deere Construction & Forestry Company and Deere Capital, Inc.(including conformed copy of the Asset Purchase Agreement as Exhibit A thereto)

31.1 Rule 13a-14(a)/15d-14(a) Certification

31.2 Rule 13a-14(a)/15d-14(a) Certification

32 Section 1350 Certifications

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference. Copies of these exhibits are available from the Company upon request.

https://content.edgar-online.com/ExternalLink/EDGAR/0001558370-19-008382.html?hash=6141337da9b2c38b65c289af559c62415c19c9c1745c79da54f0f2210ddd95bc&dest=DE-20190728EX31A36F984_HTM

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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 signedon its behalf by the undersigned thereunto duly authorized.

DEERE & COMPANY

Date: February 27, 2020 By: /s/ Ryan D. CampbellRyan D. Campbell Senior Vice President and Chief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer)

EXHIBIT 10.1

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of this 21 day ofFebruary, 2020, by and between DEERE CAPITAL, INC., a Nevada corporation with its principal office located in Reno, Nevada(“Purchaser”), and DEERE & COMPANY, a Delaware corporation with its principal office located in Moline, Illinois (“Seller”).

RECITALS

WHEREAS, Seller and Purchaser previously entered into that certain Asset Purchase Agreement dated as of October 29,2001, whereby Seller sold certain current and future assets to Purchaser, as amended by that certain First Amendment to AssetPurchase Agreement dated as of February 2010 (the “Agreement”); and

WHEREAS, Seller and Purchaser wish to modify the scope of the Agreement to exclude certain U.S. wholesalereceivables.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment and for othergood and valuable consideration, the receipt and sufficiency of which are expressly acknowledged by the parties hereto, theparties agree as follows: 1. Amendments to Agreement. The definition of “Receivables” set forth in Article I of the Agreement is, effective November 4,2019, amended and restated in its entirety with the following:

“"Receivables" means, as of any date, each and all of Seller's outstanding accounts receivable or notes receivable as ofsuch date with a United States Dealer as an account debtor or notemaker, other than those accounts receivable or notesreceivable that have been identified and/or sold by Seller to Deere Credit, Inc. pursuant to that certain Asset PurchaseAgreement dated as of November 4, 2019 by and between Seller and Deere Credit, Inc.”

2. Reference to and Effect Upon Agreement. Except as expressly amended by this Amendment, the terms and conditions ofthe Agreement remain in full force and effect. For ease of reference, a conformed copy of the Agreement incorporating allamendments to date is attached hereto as Exhibit A. This Amendment constitutes the entire understanding of the parties heretoand supersedes all prior understandings of the parties relating to the matters discussed herein. This Amendment may only beamended or modified by the terms of a written instrument signed by all parties hereto. 3. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall notconstitute a part of this Amendment for any other purposes.

4. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall bedeemed an original but all such counterparts shall constitute one and the same instrument.

[signature page follows]

1

st

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and year first written above.

DEERE & COMPANY DEERE CAPITAL, INC. By: /s/ Ryan D. Campbell By: /s/ Rajesh Kalathur Name: Ryan D. Campbell Name: Rajesh Kalathur Title: Senior Vice President and

Chief Financial Officer Title: President

2

Exhibit A This document is a composite conformed copy of the Asset Purchase Agreement dated October 29, 2001 as amendedthrough the Second Amendment as of February 21, 2020.

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of 29 October, 2001 between DEERE CAPITAL,INC. a Nevada corporation with its principal office located in Reno, Nevada ("Purchaser"), and DEERE & COMPANY, a Delawarecorporation located in Moline, Illinois ("Seller").

RECITALS

A. Seller is in the business of manufacturing and selling equipment to Dealers and in the operation of this business is theowner of certain Receivables.

B. Seller expects, in continuing to conduct its business, to generate Future Receivables. C. Seller has invited Purchaser to purchase the Receivables and Future Receivables and Purchaser has agreed to purchase

the Receivables and Future Receivables under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I. DEFINITIONS 1. Certain Definitions. The following capitalized terms shall have the meanings ascribed to them below:

"Account" means the total amount of Receivables or Future Receivables that are currently owed, or may in the future be owed,to Seller by any particular Dealer or other Obligor, together with the obligation to make future advances to such Dealer or otherObligor.

"Adverse Consequences" means any claim, damage, loss, cost or expense (including, attorneys' fees and expenses) or any

other liability of every nature, kind and description whatsoever including, without limitation, acts or liabilities to third parties incurredor suffered by an Indemnified Party, but excluding lost profits, by reason of or resulting from or arising out of any of theoccurrences described in Article IX of this Agreement.

"Agreement" means this Asset Purchase Agreement, together with all schedules, exhibits, supplements and documents that

are attached hereto or incorporated by reference. "Assets" means, collectively, the Purchased Assets and the Subsequent Assets.

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"Audited Closing Payment" means the payment adjustment which shall be made in response to the Verification Audit. "Books and Records" means (a) all information, in whatever form maintained (and if maintained electronically, then with the

relevant electronic file layout), about the Accounts, the Receivables, the Files and the Dealers or other Obligors contained in theSeller's Systems, excluding Seller's proprietary or confidential management information, and, if requested,reasonable explanations of any data field which is derived from a calculation; (b) the Files and the alphabetical and numericalindices necessary to access such microfilmed or microfiche documents; and (c) all collection and other customer service notes andother historical information with respect to the Receivables and the Dealers or other Obligors.

"Closed Account" means any Account that has been terminated by either the Dealer or Seller for any reason, whether or not

such Account has an outstanding principal balance. "Closing" has the meaning provided in Section 2.1(E) of this Agreement. "Closing Audit" means the audit of a Closing Statement including all reports, statements and documents referred to therein or

related thereto, conducted pursuant to Section 2.2(D) hereof. "Closing Date" means (i) the Initial Closing Date and (ii) each Subsequent Closing Date. "Closing Electronic Record" means the record provided by Seller and delivered to Purchaser as part of a Closing that reflects

the Receivables as of the close of business on the day prior to the Closing Date. "Closing Statement" means a statement, in the form set forth in Exhibit 2.2 (C) attached hereto, which sets forth the calculation

of the relevant Purchase Price. "Collateral" has the meaning provided in Section 2.1(A) of this Agreement. "Dealer" means any Person who has currently (i) an effective appointment as a John Deere Company Authorized Agricultural

Dealer and/or (ii) an effective appointment as a John Deere Company Authorized Lawn and Garden Dealer and/or (iii) any otherappointment to sell goods which are manufactured or distributed by Seller and whose name appears on the Master Account List.

"Federal Funds Rate" means the Federal Funds Rate, as published in the Money Rates section of The Wall Street Journal for

overnight deposits on the business day prior to the date any Payment is made, as quoted by Purchaser or Seller, as the case maybe, which quotation shall be deemed correct in the absence of manifest error.

"File" means, with respect to each Account, the original or copy and any microfilm, microfiche, electronic or other copy of all

Account information,

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statements, documents and correspondence from or to the related Dealer or other Obligor or which otherwise is about the

Receivables in such Account, all to the extent included within the definition of Books and Records. "Future Receivables" means any of Seller's Receivables which are generated on or after the Initial Closing Date. "Indemnified Party" means a party to whom an indemnification payment, as described in Article IX, may be due and owing. "Indemnifying Party" means a party from whom an indemnification payment, as described in Article IX, may be due and owing. "Initial Closing Date" means the date specified in Section 2.1(E). "Knowledge" means the best knowledge, information and belief upon due inquiry. "Lien" means a security interest or lien of any kind affecting any or all of the Accounts, specific Receivables or any Collateral. "Master Account List" means the list provided by Seller and delivered to Purchaser on or before the Initial Closing Date that

identifies every Account being sold to Purchaser as of the close of business on the business day immediately preceding the InitialClosing Date, together with the balances contained in such Account as of such date.

"Material Adverse Effect" means the material and adverse change in: (a) the ownership or enforceability of the Assets, or any

of them; (b) the ability of Seller or Purchaser to perform its respective obligations under this Agreement or the ability of Seller orPurchaser to consummate any of the transactions contemplated hereby.

"Obligor" means, and shall only include with respect to any Account, any Person obligated to make payments with respect to

such Account, including any guarantor thereof. "Payments" means the Purchase Price paid on the Closing Date or upon any future purchase of Receivables and any

payments pursuant to Section 2.2 (E). "Person" means any legal person, including, without limitation, any natural person, corporation, partnership, joint venture,

association, limited liability company, joint-stock company, business trust, unincorporated organization, governmental entity or anyother entity of every nature, kind and description.

"Portfolio" means the Receivables, whether such Receivables have been generated prior to or subsequent to this Agreement. "Purchased Assets" means those assets identified in Section 2.1(A)(i) through (vii). "Purchase Price" with respect to the Purchased Assets or the Subsequent

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Assets, means the purchase price determined pursuant to the terms and provisions of this Agreement. "Receivables" means, as of any date, each and all of Seller's outstanding accounts receivable or notes receivable as of such

date with a United States Dealer as an account debtor or notemaker, other than those accounts receivable or notes receivable thathave been identified and/or sold by Seller to Deere Credit, Inc. pursuant to that certain Asset Purchase Agreement dated as ofNovember 4, 2019 by and among Seller, Purchaser, and Deere Credit, Inc.

"Receivable Agreement(s)" means the promissory notes, credit agreements, guaranties, applications, security agreements and

other agreements entered into by and between Seller and Dealer or other Obligor or otherwise evidencing or governing theobligations of such Dealer or other Obligor under the Account. The Receivable Agreements exist in microfilm or microficheform derived from signed paper Receivable Agreements identified by Account codes on microfiche or microfilm rolls.

"Repurchase Price" means, with respect to any Receivable, a sum equal to (a) the unpaid principal balance of the Receivable

at the time of repurchase, plus (b) any billed and unpaid fees for such Receivable as of the date of repurchase by Seller, plus (c)interest from the last payment of interest on the Receivable to the date of such repurchase at the applicable interest rate chargedon the Receivable as of the date of repurchase.

"Requirements of Law" with respect to any Person, means any certificate of incorporation, by-laws, agreements, or other

organizational or governing documents of such Person, and any law, ordinance, statute, treaty, rule, judgment, regulation ordetermination or finding of any arbitrator or governmental authority applicable to or binding upon such Person or to which suchPerson is subject, whether federal, state, county, local or otherwise, (including, without limitation, usury or other credit laws, theFair Debt Collection Practices Act, the Federal Equal Credit Opportunity Act, the Fair Credit Reporting Act, Regulation B of theBoard of Governors of the Federal Reserve System, and any licensing requirement.)

"Seller's Policies and Procedures" means the standard methods which Seller uses to administer on an ongoing basis the

Accounts and Receivables, whether the methods are written or oral. "Seller's System" means that or those systems, whetherproprietary or commercial, used by Seller, or any agent thereof in the origination and servicing of the Receivables or paymentsthereon, including without limitation, any such system as Seller uses in collection of the Receivables, to capture checks andpayments for processing or to track Receivable Agreements for Seller's Receivables.

"Subsequent Assets" means those assets identified in Section 2.1(B)(i) through (vi). "Subsequent Closing Date" means any date on which Subsequent Assets are purchased after the Initial Closing Date.

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"Supplemental Interest Fee" has the meanng specified in Section 3.2 of this Agreement. "Supplemental Interest Schedule" has the meaning provided to it in Section 3.2 of this Agreement. "Supplemental Interest Receivables" means those Receivables which bear no interest rate . "Tax" means any federal, state or local tax of the United States or of any state, including without limitation any income tax,

franchise tax, real or personal property tax, employment tax, sales and use tax, value tax and any interest and penalties thereonincluding, without limitation, those levied on any failure to make appropriate withholdings and fines, penalties, othercharges resulting from the failure to pay such amounts when due, but not including any tax that is levied on this transaction orchargeable on this Agreement or any documents or instruments required to be executed hereunder or pursuant hereto.

"UCC" means the Uniform Commercial Code. "Verification Audit" means a post-Closing Date audit as described in Section 2.2(D). "Verification Statement" means a statement by Purchaser of any perceived discrepancy or adjustment after a Verification

Audit.

ARTICLE II. PURCHASE OF PORTFOLIO; ASSUMPTION OF LIABILITIES 2.1 Purchase of Portfolio; Closing.

(A) Purchased Assets. On the Initial Closing Date and subject to all of the terms and conditions set forth herein, Seller

shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and receive from Seller subject to the terms ofthis Agreement, all of Seller's right, title and interest in and to the following: (i) all Receivables in the Accounts as of the close ofbusiness on the business day immediately preceding the Initial Closing Date; (ii) all rights to payment of interest, charges and feeson such Receivables; (iii) all rights to any and all collateral (the "Collateral") which secures the Dealer's or any other Obligor'sobligations to Seller pertaining to such Receivables; (iv) all of the rights of Seller provided by any Receivable Agreements (but onlyto the extent that the rights of Seller provided by any Receivable Agreements relate to Receivables), guaranties and promissorynotes (in each case, to the extent they apply to such Receivables), (v) all security agreements, financing statements or otherinstruments which relate to the Collateral (but only to the extent that such security agreements, financing statements orother instruments relate to the Receivables being purchased by Purchaser on the Initial Closing Date); (vi) the Files and (vii) theBooks and Records.

(B) Subsequent Assets. To the extent that the parties wish to engage in sales of Future Receivables subsequent to the

Initial Closing Date, then immediately upon the generation of any such Future Receivables, Seller may sell, assign, transfer andconvey to Purchaser, and Purchaser may purchase and receive from Seller subject to the terms of this Agreement, all of Seller'sright, title

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and interest in and to the following: (i) all such Future Receivables; (ii) all rights to payment of interest, charges and fees on suchFuture Receivables; (iii) all rights to the Collateral which secures the Dealer's or any other Obligor's obligations to Seller pertainingto such Future Receivables; (iv) all of the rights of Seller provided by any Receivable Agreements (but only to the extent that therights of Seller provided by any Receivable Agreements relate to such Future Receivables ), guaranties and promissory notes (ineach case, to the extent they apply to such Receivables ); (v) all security agreements, financing statements or other instrumentswhich relate to the Collateral (but only to the extent that such security agreements, financing statements or other instruments relateto the Future Receivables being purchased by Purchaser); (vi) the Files (as they relate to the Future Receivables) and the Booksand Records (as they relate to the Future Receivables). Notwithstanding the provisions of this Section 2.1(B), the parties agreethat the Seller shall be under no obligation to sell any Future Receivable to Purchaser and Purchaser shall be under no obligationto purchase any Future Receivable from Seller.

(C) Retained Assets. All assets of Seller not specifically listed and sold in Sections 2.1(A) and 2.1(B) of this Agreementshall remain the property of Seller.

(D) Credit Loss. Upon the purchase of the Assets, the risk of credit loss on the Receivables shall become Purchaser's. (E) The Closing. The Closing (the "Closing") of the transactions described in Section 2.1(A) contemplated by this

Agreement shall take place on 29 October 2001 and at Moline, Illinois, or such other mutually acceptable location, commencing atsuch time and on such date as Seller and Purchaser mutually may determine (the " Initial Closing Date"). The sales of all FutureReceivables shall occur automatically in accordance with the provisions of Section 2.1(B) of this Agreement without the delivery ofthe documents described in Section 2.1(F)(i) and 2.1(F)(ii), but with the delivery of the Purchase Price described in Section 2.2.(A). The parties agree that the sale of assets subsequent to the Initial Closing Date may occur through mutually satisfactoryaccounting entries which may be entries only on the Purchaser’s books and records and/or by other activities related tothe acceptance of such assets by Purchaser as agreed upon by the parties. On a periodic basis, the parties may deliver aschedule which will summarize, in a form reasonably satisfactory to both Seller and Purchaser, the sales of Future Receivableswhich shall have occurred since the date of the last summary.

(F) Deliveries at the Closing. At the Closing, (i) Seller shall deliver to Purchaser the various certificates, instruments and

documents referred to in Section 8.1 below, (ii) Purchaser shall deliver to Seller the various certificates, instruments anddocuments referred to in Section 8.2, and (iii) Purchaser shall deliver to Seller the consideration specified in Section 2.2(A) of thisAgreement.

(G) Intent of the Parties. It is the expressed intent of the parties hereto that the conveyance of the Assets by Seller be,

and be construed as, an absolute sale of such Assets by Seller to Purchaser, and not a pledge by Seller to Purchaser to secure adebt or other obligations of Seller. However, in the event that, notwithstanding the aforementioned intent of the parties,such conveyance is held or deemed not to be an absolute sale or is held or deemed to

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be a pledge of security for a loan, then it is the express intent of the parties to this Agreement that this Agreement constitutes a"security agreement" under the UCC and applicable law, and Seller shall be deemed to have granted to Purchaser a first priority,continuing lien and security interest in all right, title and interest of Seller in, to and under the Assets sold pursuant to thisAgreement, and all proceeds in respect thereof. Seller shall take such actions, as may be necessary to ensure that if thisAgreement were deemed to create a security interest, such security interest would be a perfected security interest of first priorityunder applicable law and will be maintained as such for the term of this Agreement.

In connection with such sales, Seller agrees to record and file, at its own expense, a financing statement on form UCC-1or any other applicable form (and continuation statements when applicable) naming Seller as " debtor" and Purchaser as " securedparty" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, general intangiblesor accounts (as defined in Sections 9-105 and 9-106 of the UCC as in effect in any relevant state) meeting the requirements ofapplicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Assets toPurchaser, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to Purchaser on or priorto the Initial Closing Date, and (if any additional filing is necessary) the applicable Subsequent Closing Date provided that followingthe adoption of revised Article 9 of the UCC by any relevant State, such steps shall be taken to perfect each transfer and pledge asnecessary to achieve perfection thereof under such revised Article 9. In addition, Seller shall cause to be timely filed in theappropriate filing office any continuation statement necessary to perfect any sale of Assets to Purchaser. Purchaser shall be underno obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make anyother filing under the UCC in connection with such sales.

In connection with such sales and contributions, Seller further agrees, at its own expense, on or prior to the Initial Closing

Date, or the applicable Subsequent Closing Date in the case of Subsequent Assets to deliver to Purchaser a computer file ormicrofiche or written list containing a true and complete list of all such Accounts sold. Such file or list, as supplemented from timeto time to reflect Future Receivables, shall be marked as Exhibit 2.1(G) to this Agreement and is hereby incorporated into andmade a part of this Agreement. 2.2 Purchase Price.

(A) Purchase Price Calculation. Subject to the adjustment described in Section 2.2(E) of this Agreement, the PurchasePrice for the Purchased Assets will be the principal balance of the Receivables as of the close of business on the business dayimmediately preceding the Initial Closing Date plus all accrued but unpaid interest, without premium or discount but net of alldeferred taxes and net of all reserves established by Seller for uncollectible Purchased Assets, which reserve shall be reasonablyacceptable to Purchaser as of the Initial Closing Date. Subject to the adjustment described in Section 2.2(E) of this Agreement, forall Subsequent Assets, the Purchase Price shall equal the unpaid principal balance of the Future Receivables as of the relevantSubsequent

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Closing Date plus all accrued but unpaid interest, without premium or discount.

(B) Purchase Price Payment. Purchaser shall pay each Purchase Price or any other amounts payable under thisAgreement by inter-company transaction system memos.

(C) Closing Statement and Closing Electronic Record Reviews. Purchaser shall be afforded thirty (30) days after actual

receipt of the Closing Electronic Record, Master Account List and Closing Statement in which to review the same for accuracy andgive Seller written notice of any adjustment to the Closing Statement ("Adjustment Notice"). The Adjustment Notice shall setforth any adjustment items on the Closing Statement and will also reflect any proposed post-closing adjustments.

(D) Right to Audit as to Purchase.

(1) At any reasonable time, and from time to time during Seller's regular business hours, up to ninety (90) days

following the Initial Closing Date, at Purchaser's option, Purchaser may directly or through its designated representativesconduct a Verification Audit for the purpose of verifying any or each amount and for compliance with this Agreement, asPurchaser deems appropriate, on any Closing Statement and to reconcile the amount to the appropriate Booksand Records.

(2) If Purchaser conducts a Verification Audit and the Verification Audit results in a dispute or discrepancy between

any Closing Statement and the results of the Verification Audit, Purchaser will provide to Seller a Verification Statementwhich sets forth each amount on each Closing Statement where there is an adjustment, the amount of the adjustment, ageneral statement as to the basis for Purchaser's determination to the extent reasonably possible based on the dataexamined by Purchaser in the Verification Audit, and the amount of the Audited Closing Payment which Purchaserbelieves should replace the Audited Closing Payment provided by Seller. The parties will use reasonable and good faithefforts to resolve each adjustment within 30 days of the date of the Verification Statement. If the parties are unable tomutually agree in good faith as to the amount of the adjustment, no adjustment to the Purchase Price shall be made.

(3) If Purchaser has any questions relating to the purchase of a Future Receivable, Purchaser may request that it be

allowed to conduct a Verification Audit of such purchase. If the Purchaser conducts a Verification Audit and the VerificationAudit results in a dispute or discrepancy between the amount paid by the Purchaser and the results of the VerificationAudit, Purchaser and Seller shall follow the procedures provided in Sections 2.2(D)(2) and 2.2(E) of this Agreement toresolve the dispute or discrepancy. (E) Adjustment to Purchase Price Payment. If the final adjustments reflect that Seller owes Purchaser or Purchaser owes

Seller a refund or payment, respectively, such payment shall be made, plus interest at the Federal Funds Rate from the ClosingDate to and including the date of payment. For the purpose

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of calculating the Purchase Price only, if Purchaser fails to notify Seller of its adjustment with such items within the Purchaser'sreview period as described in Section 2.2(D) of this Agreement, the parties hereto will be deemed to have agreed to the amountset forth in the Closing Statement prepared by Seller. 2.3 Assumption of Liabilities.

(A) Assumption of Liabilities. Purchaser shall not assume any liability, commitment, or obligation of Seller, whetherabsolute or contingent, known or unknown, of any nature, kind or description whatsoever, arising from or related to the Assets,including, without limitation, liabilities arising under or related to any contract, agreement or course of dealing between Sellerand its lessors, vendors, servicers, consultants, suppliers, brokers or any other party or parties.

(B) Pre-Closing Date Credit Balances; Administrative Costs. Seller agrees that it solely shall be responsible for anychargebacks, presentments, credit balances or incorrectly posted transactions with respect to Account transactions prior to theClosing Date, as appropriate. Seller further agrees that it will be responsible for all expenses related to the Receivables and activitythereon prior to the Closing Date, including, but not limited to, the processing and other fees of Seller.

(C) Post-Closing Date Credit Balances and Administrative Costs. Purchaser agrees that subsequent to the Initial ClosingDate it solely shall be responsible for any chargebacks, presentments, credit balances or incorrectly posted transactions withrespect to Account transactions subsequent to the Initial Closing Date, as appropriate, including, but not limited to, the processingand other fees of Purchaser

(D) Responsibility for Taxes. Seller shall pay any Tax, including any transfer tax, sales or use tax arising from the transferof the Assets, provided however that this sentence shall not apply with respect to income taxes (including, without limitation,branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on net income)and franchise taxes that are based upon income or any other Tax upon or measured by income or gross receipts imposed on anyparty (any excluded Tax imposed on any party shall be the sole responsibility of the party upon whom the tax is imposed).Purchaser shall be liable for any Tax that relates to or arises from the ownership or use of the Assets with respect to periods onand after the relevant Closing Date for such Assets and Seller shall be liable for any Tax that relates to or arises from theownership or use of the Assets with respect to periods prior to such Closing Date. 2.4 Post-Closing Adjustments. Following each Closing Date, Seller shall, with Purchaser's cooperation and assistance,determine and account to Purchaser for any items or transactions that affect any of the Receivables purchased on such ClosingDate, but that were posted, un-posted or unaccounted for on or before such Closing Date, including without limitation, cash, lettersin process relating to cash or other advances, access checks, payments in process, unidentified or unallocated items, or errors. 2.5 Additional Documentation. Seller further agrees that, if Purchaser

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reasonably requests Seller to execute and deliver additional assignments to transfer such interests or to take such other or furtheractions as reasonably necessary to achieve the purposes of this Agreement, Seller will take appropriate actions. Seller's initialdesignee for these purposes will be the person designated for notices under Section 10.2 hereof. If Purchaser requests suchactions, Purchaser shall furnish Seller with copies of the proposed additional documentation. Costs, fees and expenses ofpreparing, executing and delivering such additional assignments shall be borne by the party incurring such cost, fee or expense.Such documents may include lost note affidavits. 2.6 True Sale. The parties intend the transactions described herein to be a true sale and an absolute and irrevocable (exceptas provided in Section 7.1(F) hereof) transfer, sale and assignment of the Assets from Seller to Purchaser for all purposes. ARTICLE III. POST-CLOSING ADMINISTRATION 3.1 Post-Closing Administration of Portfolio. Purchaser agrees that subsequent to the Closing or the purchase of a FutureReceivable, it, or its designee, shall administer the Portfolio. 3.2 Supplemental Interest Rate. The parties acknowledge that a portion of the Portfolio includes Supplemental InterestReceivables. Seller wishes Purchaser to continue to provide non-interest bearing financing to the Dealers under the ReceivablesAgreement. To compensate Purchaser for the Supplemental Interest Receivables, Seller shall pay Purchaser a supplementalinterest fee (the "Supplemental Interest Fee") on a monthly basis, which fee is intended by the parties to approximate the normal,market rate of interest for like receivables and shall be computed on terms mutually agreeable to the parties. To calculate theamount of the Supplemental Interest Fee, Purchaser shall deliver to Seller on the __ day of each month, a schedule (the"Supplemental Interest Schedule"), which may be in electronic form, listing the total amount of Supplemental Interest Receivablesand the total amount of interest, if any, payable on such Supplemental Interest Receivables. On the ___ day of each month, Sellershall pay Purchaser an amount equal to the Supplemental Interest Fee. Seller shall have the right to review, on a periodic basis,Purchaser's calculations of the amount of the Supplemental Interest Receivables and if there are disagreements as to the totalamount of the Supplemental Interest Receivables or as to the appropriate calculation of the Supplemental Interest Fee, the partiesagree to work together in good faith to resolve these differences and adjust, if necessary, the amount of the Supplemental InterestFee. ARTICLE IV. SELLER'S REPRESENTATIONS AND WARRANTIES

Seller hereby represents and warrants to Purchaser that the statements made in this Section 4 are correct and completeas of the date of this Agreement and will be true, correct and complete on the Initial Closing Date and each Subsequent ClosingDate (as though made then and as though the Initial Closing Date or Subsequent Closing Date, as the case may be, weresubstituted for the date of this Agreement throughout this Section 4). 4.1 Due Organization. Seller is a Delaware corporation, duly organized, validly existing and in good standing, with its principaloffice located at One

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John Deere Road, Moline, Illinois 61265. 4.2 Authorization and Binding Effect. Seller has full power and authority, corporate and otherwise, to enter into this Agreement.Execution, delivery and consummation of this Agreement by Seller have been duly authorized by all necessary corporate actionand do not require any consent or approval of any person that has not been obtained. This Agreement constitutes the validand binding obligation of Seller, enforceable against Seller in accordance with the terms and conditions hereof. 4.3 No Breach of Other Agreements. The execution, delivery, and performance of this Agreement will not violate, be in conflictwith, or constitute a default under (a) Seller's Certificate of Incorporation, by-laws, or other documents of corporate self-governance; (b) any agreement, instrument or other obligation to which Seller is a party or by which Seller is bound; or (c) anyRequirement of Law of any governmental authority whatsoever. 4.4 Books and Records Complete. With respect to each Obligor: (i) the Books and Records are true and complete in allmaterial respects, and (ii) all material information relating to the credit, charges, fees, payment history, customer inquiries,information about the Obligor and regulatory correspondence which is known and available to Seller relating to such Obligor'sReceivables is contained in the Books and Records. 4.5 No Consent. No consent of any Person and no consent, license, permit or approval or authorization or exemption by noticeor report, or registration, filing or declaration with any governmental authority having jurisdiction over Seller is required (other thanthose previously obtained and delivered to Purchaser) in connection with the execution or delivery by Seller of this Agreement andthe consummation of the series of transactions contemplated hereby, or the performance by Seller of its duties and obligationshereunder. 4.6 Claims; Litigation and Audits. There are no administrative or court actions, suits or proceedings of any kind now pending,or, to Seller's knowledge, threatened that, if adversely decided, would have a Material Adverse Effect. There are no outstandingjudgments, orders or decisions of any arbitrator or governmental authority with jurisdiction over Seller which could adversely affectany of the Receivables. There were no audits, investigations, inspection or any other reviews or inquiries of any governmentalauthority or internal auditing group concerning Seller's administration of the Portfolio conducted during the current calendar year orthe four (4) calendar years immediately preceding the date of this Agreement which revealed problems or issues with regard to theReceivables which would have a Material Adverse Effect. 4.7 Tax Returns and Liabilities. Seller has not, by conduct or omission, become subject to any federal, state, county, local orother tax liens, however the same may have arisen, that would attach to the Assets but, to the extent any such sum(s) arise, Selleragrees to promptly pay such sum(s). 4.8 Disclosure. No employee or representative of Seller or its agents intentionally made material untrue or misleadingassertion in any statement provided by such Person in connection with the transactions contemplated hereby,

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and the Closing Electronic Records provided by Seller to Purchaser were and will be complete and accurate reflections of theReceivables as of the dates thereof. 4.9 Undisclosed Liability. Except for any credit balances on Receivables or Future Receivables and unfunded commitments toextend future credit to Dealers, Seller has no material obligations, commitments or any other liabilities, absolute or contingent,known or unknown, relating to the Assets or the Receivables which will affect the Assets after the Closing Date. No Accountnor such Receivable is subject to any right of set-off, recission, counterclaim or defense arising out of any action or failure to act bySeller and to Seller's knowledge, no right of recission, set-off, counterclaim or defense due to an act or a failure to act of the Sellerhas been asserted with respect thereto. ARTICLE V. ACCOUNT SPECIFIC REPRESENTATIONS AND WARRANTIES

With respect to each Account and each Receivable, Seller hereby represents and warrants to Purchaser that thestatements made in this Section 5 are correct and complete as of the Initial Closing Date with respect to the Receivables. 5.1 Enforceability; Ownership. Each Account represents the legal, valid and binding obligation of the Obligors thereunder andis enforceable against such Obligors in accordance with its terms, except as the same may be limited by bankruptcy, insolvency,moratorium or other laws or regulations, in effect now or in the future, that affect the enforcement of creditors' rightsgenerally. Seller has full legal title to the Accounts and has not assigned any right, title or interest in such Accounts to any otherPerson. 5.2 Documentation. Each Obligor's obligations to Seller in respect of such Receivable are subject to a Receivable Agreementand, if applicable, a guaranty between such Obligor and Seller which is enforceable in accordance with its terms and has not beenamended or altered other than in accordance with Seller's Policies and Procedures. All such agreements are freely assignable bySeller to Purchaser in accordance with the terms of such agreements, without the approval or consent of any Obligor or otherperson to effectuate the valid assignment of the same in favor of Purchaser and are governed by and construed in accordance withthe laws of the State of Illinois. Seller has provided Purchaser with copies of the forms of agreement used to document the Accountand Receivable. 5.3 Set-off; Defenses. No Account nor such Receivable is the subject of pending or, to the Knowledge of Seller, threatenedlitigation. Seller has administered all Accounts in all material respects in accordance with all Requirements of Law and Seller'sPolicies and Procedures. 5.4 Collateral. With respect to the Receivables purchased on the Initial Closing Date only, Seller has filed all financingstatements in each appropriate office and has sent all notifications that are legally required to grant Seller a first priority perfectedsecurity interest in the Collateral, subject to any properly perfected purchase money security interests which may have priority overSeller's security interest in the Collateral, as provided by the relevant UCC in effect as of the date of this Agreement. 5.5 Lien. No Account nor Receivable is subject to any Lien, interest or

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right of any person other than Seller, or to any bankruptcy proceeding, or altered or reduced payment program. 5.6 Ordinary Course of Business. Seller has generated each Receivable and will generate each Future Receivable, in theordinary course of its business pursuant to and substantially in accordance with Seller's Policies and Procedures. 5.7 Servicing of Receivables. All payments or monies received by Seller or its affiliated or third party contractors with respectto the payment of any Receivable or Future Receivable have been properly applied. Each Account has been maintained andserviced by Seller in accordance with Seller's Policies and Procedures as well as all Requirements of Law. ARTICLE VI. PURCHASER'S REPRESENTATIONS AND WARRANTIES

Purchaser represents and warrants to Seller on each Closing Date (as though made then and as though such ClosingDate were substituted for the date of this Agreement throughout Section 6) as follows:

6.1 Due Organization. Purchaser is a Nevada corporation, duly organized, validly existing and in good standing, with itsregistered office located at One East First Street, Reno, Nevada. 6.2 Authorization and Binding Effect. Purchaser has full power and authority, corporate and otherwise, to enter into thisAgreement. Execution, delivery and consummation of this Agreement by Purchaser have been duly authorized by all necessarycorporate action and do not require any consent or approval of any Person that has not been obtained. This Agreementconstitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms andconditions hereof. 6.3 No Breach of Other Agreements. The execution, delivery, and performance of this Agreement will not violate, be in conflictwith, or constitute a default under (a) Purchaser's certificate of incorporation, by-laws, or other documents of corporate self-governance; (b) any agreement, instrument or other obligation to which Purchaser is a party or by which Purchaser is bound; or (c)any Requirement of Law of any governmental authority whatsoever. 6.4 No Consents. No consent of any Person and no consent, license, permit, or approval, or authorization, or exemption bynotice, or report, or registration, filing, or declaration with, any governmental authority is required (other than those previouslyobtained and delivered to Seller) in connection with the execution or delivery by Purchaser of this Agreement andthe consummation of the series of transactions contemplated hereby, or the performance by Purchaser of its duties and obligationshereunder. 6.5 Claims and Litigation. There are no administrative or court actions, suits or proceedings of any kind now pending, and, toPurchaser's knowledge, no such actions, suits or proceedings are threatened, that if adversely decided would have a MaterialAdverse Effect on Purchaser's ability to consummate the transaction set forth in this Agreement. There are no pending oroutstanding administrative or court actions, suits or proceedings or, outstanding judgments,

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orders, or decisions of any arbitrator or governmental authority with jurisdiction over Purchaser which could adversely affectPurchaser's ability to consummate the transactions set forth in this Agreement. ARTICLE VII. COVENANTS 7.1 Affirmative Covenants of Seller.

(A) Purchaser Examination of Assets. Upon reasonable advance notice, Seller shall give Purchaser and itsrepresentatives full access during Seller's normal business hours to examine the Assets; provided that Seller must approve thenumber of representatives and the work station locations so as not to disrupt or interfere with Seller's other businesses with suchapproval not to be unreasonably withheld.

(B) Cooperation. Following the Closing, Seller agrees to provide timely assistance to Purchaser which shall include,

without limitation, obtaining transaction records, the production of documents, and the interpretation of any relevant collectioncomments, to resolve any dispute or claim of any Dealer or other Obligor relating to all pre-Closing transactions.

(C) Delivery of Files. Notwithstanding the sale of the Files to Purchaser, the parties agree that at Purchaser's direction,

Seller may maintain physical possession of the Files. (D) Seller Advances on Receivables. Seller has generated Receivables only in accordance with Seller's Policies and

Procedures. (E) Tax Reporting Obligations. Seller hereby agrees to perform all its obligations with respect to federal and/or state Tax

reporting relating to or arising out of the Receivables, the Collateral and/or the Books and Records sold, transferred and assignedpursuant to this Agreement for the portion of the year 2001 that Seller owned the Receivables and for prior years. Purchasershall file such reporting forms relating to the period of the year 2001 for which Purchaser owned the Receivables and thereafterwhile Purchaser continues to own such Receivables.

(F) Remedies for Breach of Account Specific Representations and Warranties. All representations and warranties shall

survive for five years from the relevant Closing Date, except for the representations and warranties described in Sections 4.1, 4.2,6.1 and 6.2 that shall survive indefinitely. If any of the representations and warranties contained in Section 5 is not true and correctas of the date specified therein and Purchaser incurs a financial loss due to such breach of representation and warranty, Purchasershall, within thirty days of such loss, notify Seller of the occurrence of such a loss. Within thirty (30) days of the receipt of suchnotice, Seller shall repurchase the Receivable or Future Receivable with respect to which there has been such a breach ofrepresentation and warranty and on which a loss has been incurred for an amount equal to the Repurchase Price. If the partiesdisagree regarding the existence of the breach of representation and warranty or the amount of the Repurchase Price, the partiesagree to consult to determine in good faith whether there has been a breach of representation or warranty and the amount of theRepurchase Price. Upon the payment of the Repurchase Price, Seller shall

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prepare, with the cooperation and assistance of Purchaser, and Purchaser will execute and deliver appropriate transferdocumentation to return a repurchased Account to Seller. 7.2 Mutual Covenants.

(A) Efforts to Comply. Subject to the terms and conditions herein provided, each party shall cooperate fully with the otherand shall use commercially reasonable best efforts to take all action necessary or appropriate hereunder and under anyRequirements of Law to consummate the series of transactions contemplated by this Agreement. Each party further agrees touse its commercially reasonable best efforts for the consummation of the series of transactions contemplated by this Agreement.

(B) No Material Omissions. Between the date hereof and Closing, each party shall promptly advise the other in writing of

any fact which, if existing or known at the date hereof, would have been required to be set forth or disclosed in or pursuant to thisAgreement or of any fact which, if existing or known at the date hereof, would have made any of such party'srepresentations contained herein untrue. ARTICLE VIII. CONDITIONS PRECEDENT TO CLOSING 8.1 Seller. On the Initial Closing Date (unless otherwise stated or unless otherwise waived by Purchaser), Seller shall deliveror cause to be delivered to Purchaser the following:

(A) Written evidence of transfer to convey to Purchaser all of Seller's rights, title and interest in and good and marketabletitle to the Purchased Assets, free and clear of any and all Liens in the form attached hereto as Exhibit 8.1(A), to be delivered bySeller and approved by Purchaser on the Initial Closing Date;

(B) A certificate, dated as of the Initial Closing Date, signed by the Secretary or an Assistant Secretary of Seller, certifying

the incumbency of the officers or other representatives of Seller signing this Agreement on behalf of Seller and the relateddocuments and instruments to be delivered in connection herewith to be delivered by Seller and approved by Purchaser;

(C) Evidence, in form and substance satisfactory to Purchaser, that the execution of this Agreement by Seller and the

performance of all of Seller's obligations hereunder have been duly authorized by the Seller; (D) The Closing Statement; (E) The Master Account List; (F) All written documents, instruments and manuals which describe Seller's Policies and Procedures; and (G) Such additional instruments, documents or certificates as may be reasonably requested by Purchaser and necessary

for the consummation of the closing on the Initial Closing Date and the transactions contemplated hereby.

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8.2 Purchaser. On each Closing Date (unless otherwise stated or unless otherwise waived by Seller), Purchaser shall deliveror cause to be delivered to Seller the following:

(A) The Purchase Price; (B) With respect to the Initial Closing Date, a certificate, dated as of the Closing Date, signed by the Secretary or an

Assistant Secretary of Purchaser, certifying the incumbency of the officers or other representatives of Purchaser signing thisAgreement on behalf of Purchaser and the related documents and instruments to be delivered in connection herewith, tobe delivered by Purchaser and approved by Seller; and

(C) Evidence, in form and substance satisfactory to Seller, that the execution of this Agreement by Purchaser and the

performance of all of Purchaser's obligations hereunder have been duly authorized by the Purchaser. ARTICLE IX. INDEMNIFICATION 9.1 Seller's Indemnification of Purchaser. In addition to Seller's repurchase obligations described in Section 7.1(F), but subjectto the duration of its representations and warranties provided in Section 7.1 (F), Seller shall indemnify, defend and hold Purchaser,its employees, officers, directors and agents harmless from Adverse Consequences arising out of:

(A) The extension of credit to the Dealers and other Obligors made on or prior to the close of business on the InitialClosing Date other than in compliance with Requirements of Law (whether known or unknown, contingent or matured), asappropriate;

(B) The maintenance of micrographic records by Seller and the cooperation of Seller with Purchaser for delivering

documents for which no written or electronic image copies have been delivered to Purchaser; (C) Any material breach of any representations, warranties or covenants of Seller contained herein or in any document or

instrument delivered by Seller; and (D) Seller's intentional misconduct or negligence relating to the performance of Seller's obligations hereunder.

9.2 Limitations on Amount of Seller's Indemnification of Purchaser. Except for the repurchase obligations described in Section7.1(F) which shall not be subject to the limitations contained in this Section 9.2, Seller's total obligations pursuant to Section 9 ofthis Agreement shall not exceed the aggregate Purchase Price. 9.3 Purchaser's Indemnification of Seller. Notwithstanding any provision of Section 2.3 hereof and subject to the duration of itsrepresentations and warranties and the maximum indemnity provided in Section 9.4, Purchaser agrees to indemnify, defend andhold harmless Seller, its officers, directors, employees and agents from any Adverse Consequences, by reason of or resulting

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from or arising out of any material breach of any representation, warranty or covenant of Purchaser contained herein or in anydocument or instrument delivered by Purchaser hereunder or due to the ongoing administration of the Portfolio by Purchasersubsequent to the close of business on the Initial Closing Date other than in compliance with the Requirements of Law withrespect to its Receivables (whether known or unknown, contingent or mature). 9.4 Limitation on Amount of Purchaser's Indemnification. Purchaser's total obligations pursuant to Section 9 of this Agreementshall not exceed the Purchase Price. 9.5 Manner of Handling Claims. If either party obtains knowledge of: (a) facts that would give rise to a right of indemnificationfor that party; or (b) commencement of an action that may require indemnification, the Indemnified Party shall give written notice tothe Indemnifying Party as promptly as practicable after its receipt of that knowledge. Following receipt of such notice, theIndemnifying Party shall be entitled to participate in the defense of such claim, and, upon notice delivered promptly to theIndemnified Party, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party. Within areasonable period following the assumption of such defense by the Indemnifying Party, the Indemnified Party shall be permittedto participate in the defense of such claim and may retain additional counsel of its choice at its own expense. The IndemnifiedParty shall not settle any claim or action the defense of which has been assumed by the Indemnifying Party without the consent ofthe Indemnifying Party. If, however, the defendants in such action include both parties and the Indemnified Party shall haveconcluded that there may be legal defenses available to it that are different from or additional to those available to the IndemnifyingParty, the Indemnified Party shall be entitled to separate counsel, reasonably acceptable to the Indemnifying Party, which shall bepaid for by the Indemnifying Party, provided such legal defenses are, in fact, rendered in favor of such party by the court orconceded by the plaintiff-third party. The parties hereto shall cooperate with one another in responding to and defending againstany third party claims giving rise to indemnification rights hereunder. 9.6 Subrogation. The Indemnifying Party shall be subrogated to any claims or rights of the Indemnified Party as against anyother persons with respect to any amounts paid by the Indemnifying Party under this Section. The Indemnified Party shallcooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the Indemnifying Party's assertion of any suchclaim. 9.7 Survival. Any rights to indemnification with respect to any claim or controversy as to which the process described inSection 9.5 has been initiated by tender of formal notice, or any third party claim, delivered in writing prior to the expiration of thelimitations periods set forth herein, shall survive until such claim or controversy is finally resolved. 9.8 Mitigation of Damages. Seller and Purchaser further mutually agree to exercise best efforts and prudent judgment tominimize and mitigate the exposure for loss, damage or claims against each other, as well as claims or disputes arising from thirdparties. Each shall inform the other as promptly as possible of any alleged claim, adjustment or dispute to afford as early adetermination as possible of the merits, extent and potential monetary value or significance

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of the event or claim. ARTICLE X. GENERAL PROVISIONS 10.1 Confidentiality. The parties shall keep confidential and cause their respective officers, directors, employees and agents tokeep confidential, any and all information obtained from the other party concerning the assets, properties and business of the otherparty, and shall not use such information for any purpose other than those contemplated by this Agreement; provided, however,that neither party shall be subject to the obligations set forth in the preceding sentence with respect to any such informationprovided by the other party which either: (a) was in the receiving party's possession or in the public domain at the time ofdisclosure, or subsequently enters the public domain through no act or failure to act on the part of the receiving party; (b) is lawfullyobtained by the receiving party from a third party; or (c) is required by law or regulatory authority. Public announcements regardingthe series of transactions contemplated herein shall be made only with the prior consent of the parties hereto, which consent shallnot be unreasonably withheld. This section shall survive the Initial Closing for a period of two (2) years following the Closing Date. 10.2 Notices. Except as otherwise expressly set forth herein, any notice, payment, demand or any other communicationrequired or permitted to be given hereunder shall be in writing and delivered via overnight courier, facsimile or delivered by hand tothe applicable party or parties at the address indicated below:

If to Seller: DEERE & COMPANYOne John Deere PlaceMoline, Illinois 61265Attention: TreasurerTelecopier: 309-749-0006 If to Purchaser: DEERE CAPITAL, INC.One East First Street, Suite 600Reno, Nevada 89501Attention: ManagerTelecopier: 775-786-4145

With a copy to:

DEERE CAPITAL, INC.c/o Deere Credit Services, Inc.6400 NW 86/th/ StreetJohnston, Iowa 50131-6600Attention: Chief CounselTelecopier: (515)267-4256

or as to each party at such other address as may be designated from time to time

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by such party or parties by like notice to the other parties, complying with this Section. All such notices, payments, demands orother communications shall be deemed validly given and legally effective when received. 10.3 Severability. If any term or condition of this Agreement should be held invalid by a court, arbitrator or tribunal of competentjurisdiction in any respect such invalidity shall not affect the validity of any other term or condition hereof. If any term or condition ofthis Agreement should be held to be unreasonable as to time, scope or otherwise by such a court, arbitrator or tribunal, it shall beconstrued by limiting or reducing it to a minimum extent so as to be enforceable under then applicable law. The partieshereto acknowledge that they would have executed this Agreement with any such invalid term or condition excluded or with anysuch unreasonable term or condition so limited or reduced. 10.4 Entire Agreement; Amendments. This Agreement and its exhibits and the agreements it incorporates by referenceconstitute the entire agreement of the parties with regard to the specific subject matter hereof and supersede all prior written and/ororal understandings between the parties. This Agreement may not be amended except pursuant to a writing signed by both parties. 10.5 Waiver. Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed tobe a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be inwriting and signed by the party to be charged therewith. 10.6 Binding Effect. Neither party shall assign this Agreement without the prior written consent of the other and any attemptedassignment without said consent shall be null, void and without any effect whatsoever; provided, however, that Purchaser mayassign any or all of its rights hereunder (or delegate any or all of its obligations hereunder) to any affiliate or subsidiary ofPurchaser, and Seller may assign any or all of its rights to any affiliate or subsidiary of Seller. In such latter event, Purchaser andSeller agree to give notice to the other of its assignment to its affiliate, subsidiary or parent. 10.7 Exhibits and Schedules. The exhibits attached hereto or referenced herein and each certificate, schedule, list, summary orother document provided or delivered pursuant to this Agreement or in connection with the transactions contemplated hereby areincorporated herein by this reference and made a part hereof. 10.8 No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties hereto. Nothing in thisAgreement shall be construed to grant to any person other than the parties hereto, and their respective successors and permittedassigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof 10.9 Further Assurances. The parties hereto hereby agree to do such further acts and things, and to execute and deliver suchadditional conveyances, assignments, agreements and instruments, as either may at any time reasonably request in order to betterassure and confirm unto each party their respective rights, powers and remedies conferred hereunder.

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10.10 Counterparts. Provided that both parties hereto execute a copy of this Agreement, this Agreement may be executed incounterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 10.11 Headings. The headings contained herein are included solely for ease of reference and in no way shall limit, expand orotherwise affect either the substance or construction of the terms and conditions of this Agreement or the intent of the partieshereto. 10.12 Non-Merger/Survival. Each and every covenant, representation, warranty and obligation set forth herein made byPurchaser or Seller and any indemnity shall survive the execution and delivery of the documents at Closing, as provided in thisAgreement, and this Agreement shall not merge into such documents, but instead shall be independently enforceable. 10.13 Expenses. All costs and expenses arising from the sale of the Assets and in connection with the series of transactionscontemplated hereby, and all levies or other charges of any nature, kind or description imposed by any governmental authority,which in either case are not otherwise provided for pursuant to the terms and provisions of this Agreement, shall be borne bythe party incurring such expense.

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EXHIBIT 10.2

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of this 21 day ofFebruary 2020, by and between DEERE CAPITAL, INC., a Nevada corporation with its principal office located in Reno, Nevada(“Purchaser”), and JOHN DEERE CONSTRUCTION & FORESTRY COMPANY, a Delaware corporation with its principal officelocated in Moline, Illinois (“Seller”).

RECITALS

WHEREAS, Seller and Purchaser previously entered into that certain Asset Purchase Agreement dated as of October 29,2001, whereby Seller sold certain current and future assets to Purchaser, as amended by that certain First Amendment to AssetPurchase Agreement dated as of December 1, 2009 (the “Agreement”); and

WHEREAS, Seller and Purchaser wish to modify the scope of the Agreement to exclude certain U.S. wholesalereceivables.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment and for othergood and valuable consideration, the receipt and sufficiency of which are expressly acknowledged by the parties hereto, theparties agree as follows: 1. Amendments to Agreement. The definition of “Receivables” set forth in Article I of the Agreement is, effective November 4,2019, amended and restated in its entirety with the following:

“"Receivables" means, as of any date, each and all of Seller's outstanding accounts receivable or notes receivable as ofsuch date with a United States Dealer as an account debtor or notemaker, other than those accounts receivable or notesreceivable that have been identified and/or sold by Seller to Deere Credit, Inc. pursuant to that certain Asset PurchaseAgreement dated as of November 4, 2019 by and between Seller and Deere Credit, Inc.”

2. Reference to and Effect Upon Agreement. Except as expressly amended by this Amendment, the terms and conditions ofthe Agreement remain in full force and effect. For ease of reference, a conformed copy of the Agreement incorporating allamendments to date is attached hereto as Exhibit A. This Amendment constitutes the entire understanding of the parties heretoand supersedes all prior understandings of the parties relating to the matters discussed herein. This Amendment may only beamended or modified by the terms of a written instrument signed by all parties hereto. 3. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall notconstitute a part of this Amendment for any other purposes.

4. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall bedeemed an original but all such counterparts shall constitute one and the same instrument.

[signature page follows]

1

st

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and year first written above.

JOHN DEERE CONSTRUCTION & FORESTRY COMPANY DEERE CAPITAL, INC. By: /s/ James M. Field By: /s/ Rajesh Kalathur Name: James M. Field Name: Rajesh Kalathur Title: President Title: President

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Exhibit A This document is a composite conformed copy of the Asset Purchase Agreement dated October 29, 2001 as amendedthrough the Second Amendment as of February 21, 2020.

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of October 29, 2001 between DEERE CAPITAL,INC. a Nevada corporation with its principal office located inReno, Nevada ("Purchaser"), and JOHN DEERE CONSTRUCTION & FORESTRY COMPANY, a Delaware corporation located inMoline, Illinois ("Seller").

RECITALS

A. Seller is in the business of manufacturing and selling equipment to Dealers and in the operation of this business isthe owner of certain Receivables.

B. Seller expects, in continuing to conduct its business, to generate Future Receivables. C. Seller has invited Purchaser to purchase the Receivables and Future Receivables and Purchaser has agreed to

purchase the Receivables and Future Receivables under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree asfollows: ARTICLE I. DEFINITIONS 1. Certain Definitions. The following capitalized terms shall have the meanings ascribed to them below:

"Account" means the total amount of Receivables or Future Receivables that are currently owed, or may in the future be

owed, to Seller by any particular Dealer or other Obligor, together with the obligation to make future advances to such Dealer orother Obligor.

"Adverse Consequences" means any claim, damage, loss, cost or expense (including, attorneys' fees and expenses) or

any other liability of every nature, kind and description whatsoever including, without limitation, acts or liabilities to third partiesincurred or suffered by an Indemnified Party, but excluding lost profits, by reason of or resulting from or arising out of any of theoccurrences described in Article IX of this Agreement.

"Agreement" means this Asset Purchase Agreement, together with all schedules, exhibits, supplements and documents

that are attached hereto or incorporated by reference. "Assets" means, collectively, the Purchased Assets and the Subsequent Assets.

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"Audited Closing Payment" means the payment adjustment which shall be made in response to the Verification Audit. "Books and Records" means (a) all information, in whatever form maintained (and if maintained electronically, then with

the relevant electronic file layout), about the Accounts, the Receivables, the Files and the Dealers or other Obligors contained inthe Seller's Systems, excluding Seller's proprietary or confidential management information, and, if requested,reasonable explanations of any data field which is derived from a calculation; (b) the Files and the alphabetical and numericalindices necessary to access such microfilmed or microfiche documents; and (c) all collection and other customer service notes andother historical information with respect to the Receivables and the Dealers or other Obligors.

"Closed Account" means any Account that has been terminated by either the Dealer or Seller for any reason, whether or

not such Account has an outstanding principal balance. "Closing" has the meaning provided in Section 2.1(E) of this Agreement. "Closing Audit" means the audit of a Closing Statement including all reports, statements and documents referred to therein

or related thereto,conducted pursuant to Section 2.2(D) hereof. "Closing Date" means (i) the Initial Closing Date and (ii) each Subsequent Closing Date.

"Closing Electronic Record" means the record provided by Seller and delivered to Purchaser as part of a Closing that

reflects the Receivables as of the close of business on the day prior to the Closing Date. "Closing Statement" means a statement, in the form set forth in Exhibit 2.2 (C) attached hereto, which sets forth the

calculation of the relevant Purchase Price. "Collateral" has the meaning provided in Section 2.1(A) of this Agreement. "Dealer" means any Person who has currently (i) an effective appointment as a John Deere Company Authorized

Construction and Forestry Dealer and/or (ii) any other appointment to sell goods which are manufactured or distributed by Sellerand whose name appears on the Master Account List.

"Federal Funds Rate" means the Federal Funds Rate, as published in the Money Rates section of The Wall Street Journal

for overnight deposits on the business day prior to the date any Payment is made, as quoted by Purchaser or Seller, as the casemay be, which quotation shall be deemed correct in the absence of manifest error.

"File" means, with respect to each Account, the original or copy and any microfilm, microfiche, electronic or other copy of

all Account information, statements, documents and correspondence from or to the related Dealer or other

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Obligor or which otherwise is about the Receivables in such Account, all to the extent included within the definition of Books andRecords.

"Future Receivables" means any of Seller's Receivables which are generated on or after the Initial Closing Date. "Indemnified Party" means a party to whom an indemnification payment, as described in Article IX, may be due and owing. "Indemnifying Party" means a party from whom an indemnification payment, as described in Article IX, may be due and

owing. "Initial Closing Date" means the date specified in Section 2.1(E). "Knowledge" means the best knowledge, information and belief upon due inquiry. "Lien" means a security interest or lien of any kind affecting any or all of the Accounts, specific Receivables or any

Collateral. "Master Account List" means the list provided by Seller and delivered to Purchaser on or before the Initial Closing Date

that identifies every Account being sold to Purchaser as of the close of business on the business day immediately preceding theInitial Closing Date, together with the balances contained in such Account as of such date.

"Material Adverse Effect" means the material and adverse change in: (a) the ownership or enforceability of the Assets, or

any of them; (b) the ability of Seller or Purchaser to perform its respective obligations under this Agreement or the ability of Selleror Purchaser to consummate any of the transactions contemplated hereby.

"Obligor" means, and shall only include with respect to any Account, any Person obligated to make payments with respect

to such Account, including any guarantor thereof. "Payments" means the Purchase Price paid on the Closing Date or upon any future purchase of Receivables and any

payments pursuant to Section 2.2 (E). "Person" means any legal person, including, without limitation, any natural person, corporation, partnership, joint venture,

association, limited liability company, joint-stock company, business trust, unincorporated organization, governmental entity or anyother entity of every nature, kind and description.

"Portfolio" means the Receivables, whether such Receivables have been generated prior to or subsequent to this

Agreement. "Purchased Assets" means those assets identified in Section 2.1(A)(i) through (vii). "Purchase Price" with respect to the Purchased Assets or the Subsequent Assets, means the purchase price determined

pursuant to the terms and provisions

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of this Agreement. "Receivables" means, as of any date, each and all of Seller's outstanding accounts receivable or notes receivable as of

such date with a United States Dealer as an account debtor or notemaker, other than those accounts receivable ornotes receivable that have been identified and/or sold by Seller to Deere Credit, Inc. pursuant to that certain Asset PurchaseAgreement dated as of November 4, 2019 by and among Seller, Purchaser, and Deere Credit, Inc.

"Receivable Agreement(s)" means the promissory notes, credit agreements, guaranties, applications, security agreements

and other agreements entered into by and between Seller and Dealer or other Obligor or otherwise evidencing or governing theobligations of such Dealer or other Obligor under the Account. The Receivable Agreements exist in microfilm or microficheform derived from signed paper Receivable Agreements identified by Account codes on microfiche or microfilm rolls.

"Repurchase Price" means, with respect to any Receivable, a sum equal to (a) the unpaid principal balance of the

Receivable at the time of repurchase, plus (b) any billed and unpaid fees for such Receivable as of the date of repurchase bySeller, plus (c) interest from the last payment of interest on the Receivable to the date of such repurchase at the applicable interestrate charged on the Receivable as of the date of repurchase.

"Requirements of Law" with respect to any Person, means any certificate of incorporation, by-laws, agreements, or other

organizational or governing documents of such Person, and any law, ordinance, statute, treaty, rule, judgment, regulation ordetermination or finding of any arbitrator or governmental authority applicable to or binding upon such Person or to which suchPerson is subject, whether federal, state, county, local or otherwise, (including, without limitation, usury or other credit laws, theFair Debt Collection Practices Act, the Federal Equal Credit Opportunity Act, the Fair Credit Reporting Act, Regulation B of theBoard of Governors of the Federal Reserve System, and any licensing requirement.)

"Seller's Policies and Procedures" means the standard methods which Seller uses to administer on an ongoing basis the

Accounts and Receivables, whether the methods are written or oral. "Seller's System" means that or those systems, whether proprietary or commercial, used by Seller, or any agent thereof in

the origination and servicing of the Receivables or payments thereon, including without limitation, any such system as Seller usesin collection of the Receivables, to capture checks and payments for processing or to track Receivable Agreements for Seller'sReceivables.

"Subsequent Assets" means those assets identified in Section 2.1(B)(i) through (vi). "Subsequent Closing Date" means any date on which Subsequent Assets are purchased after the Initial Closing Date. "Supplemental Interest Fee" has the meaning specified in Section 3.2 of

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this Agreement. "Supplemental Interest Schedule" has the meaning provided to it in Section 3.2 of this Agreement. "Supplemental Interest Receivables" means those Receivables which bear no interest rate. "Tax" means any federal, state or local tax of the United States or of any state, including without limitation any income tax,

franchise tax, real or personal property tax, employment tax, sales and use tax, value tax and any interest and penalties thereonincluding, without limitation, those levied on any failure to make appropriate withholdings and fines, penalties, othercharges resulting from the failure to pay such amounts when due, but not including any tax that is levied on this transaction orchargeable on this Agreement or any documents or instruments required to be executed hereunder or pursuant hereto.

"UCC" means the Uniform Commercial Code. "Verification Audit" means a post-Closing Date audit as described in Section 2.2(D). "Verification Statement" means a statement by Purchaser of any perceived discrepancy or adjustment after a Verification

Audit.

ARTICLE II. PURCHASE OF PORTFOLIO; ASSUMPTION OF LIABILITIES

2.1 Purchase of Portfolio; Closing.

(A) Purchased Assets. On the Initial Closing Date and subject to all of the terms and conditions set forth herein, Sellershall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and receive from Seller subject to the terms ofthis Agreement, all of Seller's right, title and interest in and to the following: (i) all Receivables in the Accounts as of the close ofbusiness on the business day immediately preceding the Initial Closing Date; (ii) all rights to payment of interest, charges and feeson such Receivables; (iii) all rights to any and all collateral (the "Collateral") which secures the Dealer's or any other Obligor'sobligations to Seller pertaining to such Receivables; (iv) all of the rights of Seller provided by any Receivable Agreements (but onlyto the extent that the rights of Seller provided by any Receivable Agreements relate to Receivables), guaranties and promissorynotes (in each case, to the extent they apply to such Receivables), (v) all security agreements, financing statements or otherinstruments which relate to the Collateral (but only to the extent that such security agreements, financing statements or otherinstruments relate to the Receivables being purchased by Purchaser on the Initial Closing Date); (vi) the Files and (vii) the Booksand Records.

(B) Subsequent Assets. To the extent that the parties wish to engage in sales of Future Receivables subsequent to

the Initial Closing Date, then immediately upon the generation of any such Future Receivables, Seller may sell, assign, transferand convey to Purchaser, and Purchaser may purchase and receive from Seller subject to the terms of this Agreement, all ofSeller's right, title

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and interest in and to the following: (i) all such Future Receivables; (ii) all rights to payment of interest, charges and fees on suchFuture Receivables; (iii) all rights to the Collateral which secures the Dealer's or any other Obligor's obligations to Seller pertainingto such Future Receivables; (iv) all of the rights of Seller provided by any Receivable Agreements (but only to the extent that therights of Seller provided by any Receivable Agreements relate to such Future Receivables ), guaranties and promissory notes (ineach case, to the extent they apply to such Receivables ); (v) all security agreements, financing statements or other instrumentswhich relate to the Collateral (but only to the extent that such security agreements, financing statements or other instruments relateto the Future Receivables being purchased by Purchaser); (vi) the Files (as they relate to the Future Receivables) and the Booksand Records (as they relate to the Future Receivables). Notwithstanding the provisions of this Section 2.1(B), the parties agreethat the Seller shall be under no obligation to sell any Future Receivable to Purchaser and Purchaser shall be under no obligationto purchase any Future Receivable from Seller.

(C) Retained Assets. All assets of Seller not specifically listed and sold in Sections 2.1(A) and 2.1(B) of thisAgreement shall remain the property of Seller.

(D) Credit Loss. Upon the purchase of the Assets, the risk of credit loss on the Receivables shall become Purchaser's.

(E) The Closing. The Closing (the "Closing") of the transactions described in Section 2.1(A) contemplated by thisAgreement shall take place on 29 October 2001 and at Moline, Illinois, or such other mutually acceptable location, commencing atsuch time and on such date as Seller and Purchaser mutually may determine (the " Initial Closing Date"). The sales of all FutureReceivables shall occur automatically in accordance with the provisions of Section 2.1(B) of this Agreement without the delivery ofthe documents described in Section 2.1(F)(i) and 2.1(F)(ii), but with the delivery of the Purchase Price described in Section 2.2.(A). The parties agree that the sale of assets subsequent to the Initial Closing Date may occur through mutually satisfactoryaccounting entries which may be entries only on the Purchaser’s books and records and/or by other activities related tothe acceptance of such assets by Purchaser as agreed upon by the parties. On a periodic basis, the parties may deliver aschedule which will summarize, in a form reasonably satisfactory to both Seller and Purchaser, the sales of Future Receivableswhich shall have occurred since the date of the last summary.

(F) Deliveries at the Closing. At the Closing, (i) Seller shall deliver to Purchaser the various certificates, instrumentsand documents referred to in Section 8.1 below, (ii) Purchaser shall deliver to Seller the various certificates, instruments anddocuments referred to in Section 8.2, and (iii) Purchaser shall deliver to Seller the consideration specified in Section 2.2(A) of thisAgreement.

(G) Intent of the Parties. It is the expressed intent of the parties hereto that the conveyance of the Assets by Seller be,and be construed as, an absolute sale of such Assets by Seller to Purchaser, and not a pledge by Seller to Purchaser to secure adebt or other obligations of Seller. However, in the event that, notwithstanding the aforementioned intent of the parties,such conveyance is held or deemed not to be an absolute sale or is held or deemed to

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be a pledge of security for a loan, then it is the express intent of the parties to this Agreement that this Agreement constitutes a"security agreement" under the UCC and applicable law, and Seller shall be deemed to have granted to Purchaser a first priority,continuing lien and security interest in all right, title and interest of Seller in, to and under the Assets sold pursuant to thisAgreement, and all proceeds in respect thereof. Seller shall take such actions, as may be necessary to ensure that if thisAgreement were deemed to create a security interest, such security interest would be a perfected security interest of first priorityunder applicable law and will be maintained as such for the term of this Agreement.

In connection with such sales, Seller agrees to record and file, at its own expense, a financing statement on form UCC-1or any other applicable form (and continuation statements when applicable) naming Seller as "debtor" and Purchaser as " securedparty" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, general intangiblesor accounts (as defined in Sections 9-105 and 9-106 of the UCC as in effect in any relevant state) meeting the requirements ofapplicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Assets toPurchaser, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to Purchaser on or priorto the Initial Closing Date, and (if any additional filing is necessary) the applicable Subsequent Closing Date provided that followingthe adoption of revised Article 9 of the UCC by any relevant State, such steps shall be taken to perfect each transfer and pledge asnecessary to achieve perfection thereof under such revised Article 9. In addition, Seller shall cause to be timely filed in theappropriate filing office any continuation statement necessary to perfect any sale of Assets to Purchaser. Purchaser shall be underno obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make anyother filing under the UCC in connection with such sales.

In connection with such sales and contributions, Seller further agrees, at its own expense, on or prior to the Initial ClosingDate, or the applicable Subsequent Closing Date in the case of Subsequent Assets to deliver to Purchaser a computer file ormicrofiche or written list containing a true and complete list of all such Accounts sold. Such file or list, as supplemented from timeto time to reflect Future Receivables, shall be marked as Exhibit 2.1(G) to this Agreement and is hereby incorporated into andmade a part of this Agreement. 2.2 Purchase Price.

(A) Purchase Price Calculation. Subject to the adjustment described in Section 2.2(E) of this Agreement, thePurchase Price for the Purchased Assets will be the principal balance of the Receivables as of the close of business on thebusiness day immediately preceding the Initial Closing Date plus all accrued but unpaid interest, without premium or discount butnet of all deferred taxes and net of all reserves established by Seller for uncollectible Purchased Assets, which reserve shall bereasonably acceptable to Purchaser as of the Initial Closing Date. Subject to the adjustment described in Section 2.2(E) ofthis Agreement, for all Subsequent Assets, the Purchase Price shall equal the unpaid principal balance of the Future Receivablesas of the relevant Subsequent Closing Date plus all accrued but unpaid interest, without premium or discount.

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(B) Purchase Price Payment. Purchaser shall pay each Purchase Price or any other amounts payable under this

Agreement by inter-company transaction system memos.

(C) Closing Statement and Closing Electronic Record Reviews. Purchaser shall be afforded thirty (30) days afteractual receipt of the Closing Electronic Record, Master Account List and Closing Statement in which to review the same foraccuracy and give Seller written notice of any adjustment to the Closing Statement ("Adjustment Notice"). The Adjustment Noticeshall set forth any adjustment items on the Closing Statement and will also reflect any proposed post-closing adjustments.

(D) Right to Audit as to Purchase.

(1) At any reasonable time, and from time to time during Seller's regular business hours, up to ninety (90)days following the Initial Closing Date, at Purchaser's option, Purchaser may directly or through its designatedrepresentatives conduct a Verification Audit for the purpose of verifying any or each amount and for compliance with thisAgreement, as Purchaser deems appropriate, on any Closing Statement and to reconcile the amount to the appropriateBooks and Records.

(2) If Purchaser conducts a Verification Audit and the Verification Audit results in a dispute or discrepancy

between any Closing Statement and the results of the Verification Audit, Purchaser will provide to Seller a VerificationStatement which sets forth each amount on each Closing Statement where there is an adjustment, the amount of theadjustment, a general statement as to the basis for Purchaser's determination to the extent reasonably possible basedon the data examined by Purchaser in the Verification Audit, and the amount of the Audited Closing Payment whichPurchaser believes should replace the Audited Closing Payment provided by Seller. The parties will use reasonable andgood faith efforts to resolve each adjustment within 30 days of the date of the Verification Statement. If the parties areunable to mutually agree in good faith as to the amount ofthe adjustment, no adjustment to the Purchase Price shall be made.

(3) If Purchaser has any questions relating to the purchase of a Future Receivable, Purchaser may request

that it be allowed to conduct a Verification Audit of such purchase. If the Purchaser conducts a Verification Audit and theVerification Audit results in a dispute or discrepancy between the amount paid by the Purchaser and the results of theVerification Audit, Purchaser and Seller shall follow the procedures provided in Sections 2.2(D)(2) and 2.2(E) ofthis Agreement to resolve the dispute or discrepancy.

(E) Adjustment to Purchase Price Payment. If the final adjustments reflect that Seller owes Purchaser or Purchaser

owes Seller a refund or payment, respectively, such payment shall be made, plus interest at the Federal Funds Rate from theClosing Date to and including the date of payment. For the purpose of calculating the Purchase Price only, if Purchaser fails tonotify Seller of

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its adjustment with such items within the Purchaser's review period as described in Section 2.2(D) of this Agreement, the partieshereto will be deemed to have agreed to the amount set forth in the Closing Statement prepared by Seller. 2.3 Assumption of Liabilities.

(A) Assumption of Liabilities. Purchaser shall not assume any liability, commitment, or obligation of Seller, whetherabsolute or contingent, known or unknown, of any nature, kind or description whatsoever, arising from or related to the Assets,including, without limitation, liabilities arising under or related to any contract, agreement or course of dealing between Sellerand its lessors, vendors, servicers, consultants, suppliers, brokers or any other party or parties.

(B) Pre-Closing Date Credit Balances; Administrative Costs. Seller agrees that it solely shall be responsible for anychargebacks, presentments, credit balances or incorrectly posted transactions with respect to Account transactions prior to theClosing Date, as appropriate. Seller further agrees that it will be responsible for all expenses related to the Receivables and activitythereon prior to the Closing Date, including, but not limited to, the processing and other fees of Seller.

(C) Post-Closing Date Credit Balances and Administrative Costs. Purchaser agrees that subsequent to the InitialClosing Date it solely shall be responsible for any chargebacks, presentments, credit balances or incorrectly posted transactionswith respect to Account transactions subsequent to the Initial Closing Date, as appropriate, including, but not limited to, theprocessing and other fees of Purchaser

(D) Responsibility for Taxes. Seller shall pay any Tax, including any transfer tax, sales or use tax arising from thetransfer of the Assets, provided however that this sentence shall not apply with respect to income taxes (including, withoutlimitation, branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based onnet income) and franchise taxes that are based upon income or any other Tax upon or measured by income or gross receiptsimposed on any party (any excluded Tax imposed on any party shall be the sole responsibility of the party upon whom the tax isimposed). Purchaser shall be liable for any Tax that relates to or arises from the ownership or use of the Assets with respect toperiods on and after the relevant Closing Date for such Assets and Seller shall be liable for any Tax that relates to or arises fromthe ownership or use of the Assets with respect to periods prior to such Closing Date. 2.4 Post-Closing Adjustments. Following each Closing Date, Seller shall, with Purchaser's cooperation and assistance,determine and account to Purchaser for any items or transactions that affect any of the Receivables purchased on such ClosingDate, but that were posted, un-posted or unaccounted for on or before such Closing Date, including without limitation, cash, lettersin process relating to cash or other advances, access checks, payments in process, unidentified or unallocated items, or errors. 2.5 Additional Documentation. Seller further agrees that, if Purchaser reasonably requests Seller to execute and deliveradditional assignments to

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transfer such interests or to take such other or further actions as reasonably necessary to achieve the purposes of this Agreement,Seller will take appropriate actions. Seller's initial designee for these purposes will be the person designated for notices underSection 10.2 hereof. If Purchaser requests such actions, Purchaser shall furnish Seller with copies of the proposed additionaldocumentation. Costs, fees and expenses of preparing, executing and delivering such additional assignments shall be borne bythe party incurring such cost, fee or expense. Such documents may include lost note affidavits. 2.6 True Sale. The parties intend the transactions described herein to be a true sale and an absolute and irrevocable (exceptas provided in Section 7.1(F) hereof) transfer, sale and assignment of the Assets from Seller to Purchaser for all purposes. ARTICLE III. POST-CLOSING ADMINISTRATION 3.1 Post-Closing Administration of Portfolio. Purchaser agrees that subsequent to the Closing or the purchase of a FutureReceivable, it, or its designee, shall administer the Portfolio. 3.2 Supplemental Interest Rate. The parties acknowledge that a portion of the Portfolio includes Supplemental InterestReceivables. Seller wishes Purchaser to continue to provide non-interest bearing financing to the Dealers under the ReceivablesAgreement. To compensate Purchaser for the Supplemental Interest Receivables, Seller shall pay Purchaser a supplementalinterest fee (the "Supplemental Interest Fee") on a monthly basis, which fee is intended by the parties to approximate the normal,market rate of interest for like receivables and shall be computed on terms mutually agreeable to the parties. To calculate theamount of the Supplemental Interest Fee, Purchaser shall deliver to Seller on the __ day of each month, a schedule (the"Supplemental Interest Schedule"), which may be in electronic form, listing the total amount of Supplemental Interest Receivablesand the total amount of interest, if any, payable on such Supplemental Interest Receivables. On the ___ day of each month, Sellershall pay Purchaser an amount equal to the Supplemental Interest Fee. Seller shall have the right to review, on a periodic basis,Purchaser's calculations of the amount of the Supplemental Interest Receivables and if there are disagreements as to the totalamount of the Supplemental Interest Receivables or as to the appropriate calculation of the Supplemental Interest Fee, the partiesagree to work together in good faith to resolve these differences and adjust, if necessary, the amount of the SupplementalInterest Fee. ARTICLE IV. SELLER'S REPRESENTATIONS AND WARRANTIES Seller hereby represents and warrants to Purchaser that the statements made in this Section 4 are correct and complete as of thedate of this Agreement and will be true, correct and complete on the Initial Closing Date and each Subsequent Closing Date (asthough made then and as though the Initial Closing Date or Subsequent Closing Date, as the case may be, were substituted forthe date of this Agreement throughout this Section 4). 4.1 Due Organization. Seller is a Delaware corporation, duly organized, validly existing and in good standing, with its principaloffice located at One

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John Deere Place, Moline, Illinois 61265. 4.2 Authorization and Binding Effect. Seller has full power and authority, corporate and otherwise, to enter into thisAgreement. Execution, delivery and consummation of this Agreement by Seller have been duly authorized by all necessarycorporate action and do not require any consent or approval of any person that has not been obtained. This Agreement constitutesthe valid and binding obligation of Seller, enforceable against Seller in accordance with the terms and conditions hereof. 4.3 No Breach of Other Agreements. The execution, delivery, and performance of this Agreement will not violate, be in conflictwith, or constitute a default under (a) Seller's Certificate of Incorporation, by-laws, or other documents of corporate self-governance; (b) any agreement, instrument or other obligation to which Seller is a party or by which Seller is bound; or (c) anyRequirement of Law of any governmental authority whatsoever. 4.4 Books and Records Complete. With respect to each Obligor: (i) the Books and Records are true and complete in allmaterial respects, and (ii) all material information relating to the credit, charges, fees, payment history, customer inquiries,information about the Obligor and regulatory correspondence which is known and available to Seller relating to such Obligor'sReceivables is contained in the Books and Records. 4.5 No Consent. No consent of any Person and no consent, license, permit or approval or authorization or exemption bynotice or report, or registration, filing or declaration with any governmental authority having jurisdiction over Seller is required (otherthan those previously obtained and delivered to Purchaser) in connection with the execution or delivery by Seller of this Agreementand the consummation of the series of transactions contemplated hereby, or the performance by Seller of its duties and obligationshereunder. 4.6 Claims; Litigation and Audits. There are no administrative or court actions, suits or proceedings of any kind now pending,or, to Seller's knowledge, threatened that, if adversely decided, would have a Material Adverse Effect. There are no outstandingjudgments, orders or decisions of any arbitrator or governmental authority with jurisdiction over Seller which could adversely affectany of the Receivables. There were no audits, investigations, inspection or any other reviews or inquiries of any governmentalauthority or internal auditing group concerning Seller's administration of the Portfolio conducted during the current calendar year orthe four (4) calendar years immediately preceding the date of this Agreement which revealed problems or issues with regard to theReceivables which would have a Material Adverse Effect. 4.7 Tax Returns and Liabilities. Seller has not, by conduct or omission, become subject to any federal, state, county, local orother tax liens, however the same may have arisen, that would attach to the Assets but, to the extent any such sum(s) arise, Selleragrees to promptly pay such sum(s). 4.8 Disclosure. No employee or representative of Seller or its agents intentionally made material untrue or misleadingassertion in any statement provided by such Person in connection with the transactions contemplated hereby,

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and the Closing Electronic Records provided by Seller to Purchaser were and will be complete and accurate reflections of theReceivables as of the dates thereof. 4.9 Undisclosed Liability. Except for any credit balances on Receivables or Future Receivables and unfunded commitments toextend future credit to Dealers, Seller has no material obligations, commitments or any other liabilities, absolute or contingent,known or unknown, relating to the Assets or the Receivables which will affect the Assets after the Closing Date. No Accountnor such Receivable is subject to any right of set-off, recission, counterclaim or defense arising out of any action or failure to act bySeller and to Seller's knowledge, no right of recission, set-off, counterclaim or defense due to an act or a failure to act of the Sellerhas been asserted with respect thereto. ARTICLE V. ACCOUNT SPECIFIC REPRESENTATIONS AND WARRANTIES

With respect to each Account and each Receivable, Seller hereby represents and warrants to Purchaser that thestatements made in this Section 5 are correct and complete as of the Initial Closing Date with respect to the Receivables. 5.1 Enforceability; Ownership. Each Account represents the legal, valid and binding obligation of the Obligors thereunder andis enforceable against such Obligors in accordance with its terms, except as the same may be limited by bankruptcy, insolvency,moratorium or other laws or regulations, in effect now or in the future, that affect the enforcement of creditors' rightsgenerally. Seller has full legal title to the Accounts and has not assigned any right, title or interest in such Accounts to any otherPerson. 5.2 Documentation. Each Obligor's obligations to Seller in respect of such Receivable are subject to a Receivable Agreementand, if applicable, a guaranty between such Obligor and Seller which is enforceable in accordance with its terms and has not beenamended or altered other than in accordance with Seller's Policies and Procedures. All such agreements are freely assignable bySeller to Purchaser in accordance with the terms of such agreements, without the approval or consent of any Obligor or otherperson to effectuate the valid assignment of the same in favor of Purchaser and are governed by and construed in accordance withthe laws of the State of Illinois. Seller has provided Purchaser with copies of the forms of agreement used to document the Accountand Receivable. 5.3 Set-off; Defenses. No Account nor such Receivable is the subject of pending or, to the Knowledge of Seller, threatenedlitigation. Seller has administered all Accounts in all material respects in accordance with all Requirements of Law and Seller'sPolicies and Procedures. 5.4 Collateral. With respect to the Receivables purchased on the Initial Closing Date only, Seller has filed all financingstatements in each appropriate office and has sent all notifications that are legally required to grant Seller a first priority perfectedsecurity interest in the Collateral, subject to any properly perfected purchase money security interests which may have priority overSeller's security interest in the Collateral, as provided by the relevant UCC in effect as of the date of this Agreement. 5.5 Lien. No Account nor Receivable is subject to any Lien, interest or

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right of any person other than Seller, or to any bankruptcy proceeding, or altered or reduced payment program. 5.6 Ordinary Course of Business. Seller has generated each Receivable and will generate each Future Receivable, in theordinary course of its business pursuant to and substantially in accordance with Seller's Policies and Procedures. 5.7 Servicing of Receivables. All payments or monies received by Seller or its affiliated or third party contractors with respectto the payment of any Receivable or Future Receivable have been properly applied. Each Account has been maintained andserviced by Seller in accordance with Seller's Policies and Procedures as well as all Requirements of Law. ARTICLE VI. PURCHASER'S REPRESENTATIONS AND WARRANTIES Purchaser represents and warrants to Seller on each Closing Date (as though made then and as though such Closing Date weresubstituted for the date of this Agreement throughout Section 6) as follows: 6.1 Due Organization. Purchaser is a Nevada corporation, duly organized, validly existing and in good standing, with itsregistered office located at One East First Street, Reno, Nevada. 6.2 Authorization and Binding Effect. Purchaser has full power and authority, corporate and otherwise, to enter into thisAgreement. Execution, delivery and consummation of this Agreement by Purchaser have been duly authorized by all necessarycorporate action and do not require any consent or approval of any Person that has not been obtained. This Agreementconstitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms andconditions hereof. 6.3 No Breach of Other Agreements. The execution, delivery, and performance of this Agreement will not violate, be in conflictwith, or constitute a default under (a) Purchaser's certificate of incorporation, by-laws, or other documents of corporate self-governance; (b) any agreement, instrument or other obligation to which Purchaser is a party or by which Purchaser is bound; or (c)any Requirement of Law of any governmental authority whatsoever. 6.4 No Consents. No consent of any Person and no consent, license, permit, or approval, or authorization, or exemption bynotice, or report, or registration, filing, or declaration with, any governmental authority is required (other than those previouslyobtained and delivered to Seller) in connection with the execution or delivery by Purchaser of this Agreement andthe consummation of the series of transactions contemplated hereby, or the performance by Purchaser of its duties and obligationshereunder. 6.5 Claims and Litigation. There are no administrative or court actions, suits or proceedings of any kind now pending, and, toPurchaser's knowledge, no such actions, suits or proceedings are threatened, that if adversely decided would have a MaterialAdverse Effect on Purchaser's ability to consummate the transaction set forth in this Agreement. There are no pending oroutstanding administrative or court actions, suits or proceedings or, outstanding judgments,

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orders, or decisions of any arbitrator or governmental authority with jurisdiction over Purchaser which could adversely affectPurchaser's ability to consummate the transactions set forth in this Agreement. ARTICLE VII. COVENANTS 7.1 Affirmative Covenants of Seller.

(A) Purchaser Examination of Assets. Upon reasonable advance notice, Seller shall give Purchaser and itsrepresentatives full access during Seller's normal business hours to examine the Assets; provided that Seller must approve thenumber of representatives and the work station locations so as not to disrupt or interfere with Seller's other businesses with suchapproval not to be unreasonably withheld.

(B) Cooperation. Following the Closing, Seller agrees to provide timely assistance to Purchaser which shall include,without limitation, obtaining transaction records, the production of documents, and the interpretation of any relevant collectioncomments, to resolve any dispute or claim of any Dealer or other Obligor relating to all pre-Closing transactions.

(C) Delivery of Files. Notwithstanding the sale of the Files to Purchaser, the parties agree that at Purchaser'sdirection, Seller may maintain physical possession of the Files.

(D) Seller Advances on Receivables. Seller has generated Receivables only in accordance with Seller's Policies andProcedures.

(E) Tax Reporting Obligations. Seller hereby agrees to perform all its obligations with respect to federal and/or stateTax reporting relating to or arising out of the Receivables, the Collateral and/or the Books and Records sold, transferred andassigned pursuant to this Agreement for the portion of the year 2001 that Seller owned the Receivables and for prior years.Purchaser shall file such reporting forms relating to the period of the year 2001 for which Purchaser owned the Receivables andthereafter while Purchaser continues to own such Receivables.

(F) Remedies for Breach of Account Specific Representations and Warranties. All representations and warrantiesshall survive for five years from the relevant Closing Date, except for the representations and warranties described in Sections 4.1,4.2, 6.1 and 6.2 that shall survive indefinitely. If any of the representations and warranties contained in Section 5 is not trueand correct as of the date specified therein and Purchaser incurs a financial loss due to such breach of representation andwarranty, Purchaser shall, within thirty days of such loss, notify Seller of the occurrence of such a loss. Within thirty (30) days ofthe receipt of such notice, Seller shall repurchase the Receivable or Future Receivable with respect to which there has been sucha breach of representation and warranty and on which a loss has been incurred for an amount equal to the Repurchase Price. Ifthe parties disagree regarding the existence of the breach of representation and warranty or the amount of the Repurchase Price,the parties agree to consult to determine in good faith whether there has been a breach of representation or warranty and theamount of the Repurchase Price. Upon the payment of the Repurchase Price, Seller shall

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prepare, with the cooperation and assistance of Purchaser, and Purchaser will execute and deliver appropriate transferdocumentation to return a repurchased Account to Seller. 7.2 Mutual Covenants.

(A) Efforts to Comply. Subject to the terms and conditions herein provided, each party shall cooperate fully with theother and shall use commercially reasonable best efforts to take all action necessary or appropriate hereunder and under anyRequirements of Law to consummate the series of transactions contemplated by this Agreement. Each party further agrees touse its commercially reasonable best efforts for the consummation of the series of transactions contemplated by this Agreement.

(B) No Material Omissions. Between the date hereof and Closing, each party shall promptly advise the other in writingof any fact which, if existing or known at the date hereof, would have been required to be set forth or disclosed in or pursuant tothis Agreement or of any fact which, if existing or known at the date hereof, would have made any of such party'srepresentations contained herein untrue. ARTICLE VIII. CONDITIONS PRECEDENT TO CLOSING 8.1 Seller. On the Initial Closing Date (unless otherwise stated or unless otherwise waived by Purchaser), Seller shall deliveror cause to be delivered to Purchaser the following:

(A) Written evidence of transfer to convey to Purchaser all of Seller's rights, title and interest in and good andmarketable title to the Purchased Assets, free and clear of any and all Liens in the form attached hereto as Exhibit 8.1(A), to bedelivered by Seller and approved by Purchaser on the Initial Closing Date;

(B) A certificate, dated as of the Initial Closing Date, signed by the Secretary or an Assistant Secretary of Seller,certifying the incumbency of the officers or other representatives of Seller signing this Agreement on behalf of Seller and therelated documents and instruments to be delivered in connection herewith to be delivered by Seller and approved by Purchaser;

(C) Evidence, in form and substance satisfactory to Purchaser, that the execution of this Agreement by Seller and theperformance of all of Seller's obligations hereunder have been duly authorized by the Seller;

(D) The Closing Statement;

(E) The Master Account List;

(F) All written documents, instruments and manuals which describe Seller's Policies and Procedures; and

(G) Such additional instruments, documents or certificates as may be reasonably requested by Purchaser andnecessary for the consummation of the closing on the Initial Closing Date and the transactions contemplated hereby.

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8.2 Purchaser. On each Closing Date (unless otherwise stated or unless otherwise waived by Seller), Purchaser shall deliveror cause to be delivered to Seller the following:

(A) The Purchase Price;

(B) With respect to the Initial Closing Date, a certificate, dated as of the Closing Date, signed by the Secretary or an

Assistant Secretary of Purchaser, certifying the incumbency of the officers or other representatives of Purchaser signing thisAgreement on behalf of Purchaser and the related documents and instruments to be delivered in connection herewith, tobe delivered by Purchaser and approved by Seller; and

(C) Evidence, in form and substance satisfactory to Seller, that the execution of this Agreement by Purchaser and theperformance of all of Purchaser's obligations hereunder have been duly authorized by the Purchaser. ARTICLE IX. INDEMNIFICATION 9.1 Seller's Indemnification of Purchaser. In addition to Seller's repurchase obligations described in Section 7.1(F), but subjectto the duration of its representations and warranties provided in Section 7.1 (F), Seller shall indemnify, defend and hold Purchaser,its employees, officers, directors and agents harmless from Adverse Consequences arising out of:

(A) The extension of credit to the Dealers and other Obligors made on or prior to the close of business on the Initial

Closing Date other than in compliance with Requirements of Law (whether known or unknown, contingent or matured), asappropriate;

(B) The maintenance of micrographic records by Seller and the cooperation of Seller with Purchaser for deliveringdocuments for which no written or electronic image copies have been delivered to Purchaser;

(C) Any material breach of any representations, warranties or covenants of Seller contained herein or in anydocument or instrument delivered by Seller; and

(D) Seller's intentional misconduct or negligence relating to the performance of Seller's obligations hereunder. 9.2 Limitations on Amount of Seller's Indemnification of Purchaser. Except for the repurchase obligations described in Section7.1(F) which shall not be subject to the limitations contained in this Section 9.2, Seller's total obligations pursuant to Section 9 ofthis Agreement shall not exceed the aggregate Purchase Price. 9.3 Purchaser's Indemnification of Seller. Notwithstanding any provision of Section 2.3 hereof and subject to the duration of itsrepresentations and warranties and the maximum indemnity provided in Section 9.4, Purchaser agrees to indemnify, defend andhold harmless Seller, its officers, directors,employees and agents from any Adverse Consequences, by reason of or resulting

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from or arising out of any material breach of any representation, warranty or covenant of Purchaser contained herein or in anydocument or instrument delivered by Purchaser hereunder or due to the ongoing administration of the Portfolio by Purchasersubsequent to the close of business on the Initial Closing Date other than in compliance with the Requirements of Law withrespect to its Receivables (whether known or unknown, contingent or mature). 9.4 Limitation on Amount of Purchaser's Indemnification. Purchaser's total obligations pursuant to Section 9 of thisAgreement shall not exceed the Purchase Price. 9.5 Manner of Handling Claims. If either party obtains knowledge of: (a)facts that would give rise to a right of indemnificationfor that party; or (b) commencement of an action that may require indemnification, the Indemnified Party shall give written notice tothe Indemnifying Party as promptly as practicable after its receipt of that knowledge. Following receipt of such notice, theIndemnifying Party shall be entitled to participate in the defense of such claim, and, upon notice delivered promptly to theIndemnified Party, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party. Within areasonable period following the assumption of such defense by the Indemnifying Party, the Indemnified Party shall be permittedto participate in the defense of such claim and may retain additional counsel of its choice at its own expense. The IndemnifiedParty shall not settle any claim or action the defense of which has been assumed by the Indemnifying Party without the consent ofthe Indemnifying Party. If, however, the defendants in such action include both parties and the Indemnified Party shall haveconcluded that there may be legal defenses available to it that are different from or additional to those available to the IndemnifyingParty, the Indemnified Party shall be entitled to separate counsel, reasonably acceptable to the Indemnifying Party, which shall bepaid for by the Indemnifying Party, provided such legal defenses are, in fact, rendered in favor of such party by the court orconceded by the plaintiff-third party. The parties hereto shall cooperate with one another in responding to and defending againstany third party claims giving rise to indemnification rights hereunder. 9.6 Subrogation. The Indemnifying Party shall be subrogated to any claims or rights of the Indemnified Party as against anyother persons with respect to any amounts paid by the Indemnifying Party under this Section. The Indemnified Party shallcooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the Indemnifying Party's assertion of any suchclaim. 9.7 Survival. Any rights to indemnification with respect to any claim or controversy as to which the process described inSection 9.5 has been initiated by tender of formal notice, or any third party claim, delivered in writing prior to the expiration of thelimitations periods set forth herein, shall survive until such claim or controversy is finally resolved. 9.8 Mitigation of Damages. Seller and Purchaser further mutually agree to exercise best efforts and prudent judgment tominimize and mitigate the exposure for loss, damage or claims against each other, as well as claims or disputes arising from thirdparties. Each shall inform the other as promptly as possible of any alleged claim, adjustment or dispute to afford as early adetermination as possible of the merits, extent and potential monetary value or significance

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of the event or claim. ARTICLE X. GENERAL PROVISIONS 10.1 Confidentiality. The parties shall keep confidential and cause their respective officers, directors, employees and agents tokeep confidential, any and all information obtained from the other party concerning the assets, properties and business of the otherparty, and shall not use such information for any purpose other than those contemplated by this Agreement; provided, however,that neither party shall be subject to the obligations set forth in the preceding sentence with respect to any such informationprovided by the other party which either: (a) was in the receiving party's possession or in the public domain at the time ofdisclosure, or subsequently enters the public domain through no act or failure to act on the part of the receiving party; (b) is lawfullyobtained by the receiving party from a third party; or (c) is required by law or regulatory authority. Public announcements regardingthe series of transactions contemplated herein shall be made only with the prior consent of the parties hereto, which consent shallnot be unreasonably withheld. This section shall survive the Initial Closing for a period of two (2) years following the Closing Date. 10.2 Notices. Except as otherwise expressly set forth herein, any notice, payment, demand or any other communicationrequired or permitted to be given hereunder shall be in writing and delivered via overnight courier, facsimile or delivered by hand tothe applicable party or parties at the address indicated below:

If to Seller: JOHN DEERE CONSTRUCTION & FORESTRY COMPANYOne John Deere PlaceMoline, Illinois 61265Attention: TreasurerTelecopier: 309-749-0006 If to Purchaser: DEERE CAPITAL, INC.One East First Street, Suite 600Reno, Nevada 89501Attention: Director, Wholesale FinanceTelecopier: 775-786-4145

With a copy to:

DEERE CAPITAL, INC.c/o Deere Credit Services, Inc.6400 NW 86/th/ StreetJohnston, Iowa 50131-6600Attention: Chief CounselTelecopier: (515)267-4256

or as to each party at such other address as may be designated from time to time

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by such party or parties by like notice to the other parties, complying with this Section. All such notices, payments, demands orother communications shall be deemed validly given and legally effective when received. 10.3 Severability. If any term or condition of this Agreement should be held invalid by a court, arbitrator or tribunal of competentjurisdiction in any respect such invalidity shall not affect the validity of any other term or condition hereof. If any term or condition ofthis Agreement should be held to be unreasonable as to time, scope or otherwise by such a court, arbitrator or tribunal, it shall beconstrued by limiting or reducing it to a minimum extent so as to be enforceable under then applicable law. The partieshereto acknowledge that they would have executed this Agreement with any such invalid term or condition excluded or with anysuch unreasonable term or condition so limited or reduced. 10.4 Entire Agreement; Amendments. This Agreement and its exhibits and the agreements it incorporates by referenceconstitute the entire agreement of the parties with regard to the specific subject matter hereof and supersede all prior written and/ororal understandings between the parties. This Agreement may not be amended except pursuant to a writing signed by bothparties. 10.5 Waiver. Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed tobe a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be inwriting and signed by the party to be charged therewith. 10.6 Binding Effect. Neither party shall assign this Agreement without the prior written consent of the other and any attemptedassignment without said consent shall be null, void and without any effect whatsoever; provided, however, that Purchaser mayassign any or all of its rights hereunder (or delegate any or all of its obligations hereunder) to any affiliate or subsidiary ofPurchaser, and Seller may assign any or all of its rights to any affiliate or subsidiary of Seller. In such latter event, Purchaser andSeller agree to give notice to the other of its assignment to its affiliate, subsidiary or parent. 10.7 Exhibits and Schedules. The exhibits attached hereto or referenced herein and each certificate, schedule, list, summary orother document provided or delivered pursuant to this Agreement or in connection with the transactions contemplated hereby areincorporated herein by this reference and made a part hereof. 10.8 No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties hereto. Nothing in thisAgreement shall be construed to grant to any person other than the parties hereto, and their respective successors and permittedassigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof 10.9 Further Assurances. The parties hereto hereby agree to do such further acts and things, and to execute and deliver suchadditional conveyances, assignments, agreements and instruments, as either may at any time reasonably request in order to betterassure and confirm unto each party their respective rights, powers and remedies conferred hereunder.

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10.10 Counterparts. Provided that both parties hereto execute a copy of this Agreement, this Agreement may be executed incounterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 10.11 Headings. The headings contained herein are included solely for ease of reference and in no way shall limit, expand orotherwise affect either the substance or construction of the terms and conditions of this Agreement or the intent of the partieshereto. 10.12 Non-Merger/Survival. Each and every covenant, representation, warranty and obligation set forth herein made byPurchaser or Seller and any indemnity shall survive the execution and delivery of the documents at Closing, as provided in thisAgreement, and this Agreement shall not merge into such documents, but instead shall be independently enforceable. 10.13 Expenses. All costs and expenses arising from the sale of the Assets and in connection with the series of transactionscontemplated hereby, and all levies or other charges of any nature, kind or description imposed by any governmental authority,which in either case are not otherwise provided for pursuant to the terms and provisions of this Agreement, shall be borne bythe party incurring such expense.

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Exhibit 31.1

Exhibit 31.1

CERTIFICATIONS

I, John C. May, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Deere & Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, theperiods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, andreport financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant rolein the registrant’s internal control over financial reporting.

Date: February 27, 2020 By: /s/ John C. May John C. May Chief Executive Officer, President and Director (Principal Executive Officer)

Exhibit 31.2

Exhibit 31.2

CERTIFICATIONS

I, Ryan D. Campbell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Deere & Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, theperiods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, andreport financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant rolein the registrant’s internal control over financial reporting.

Date: February 27, 2020 By: /s/ Ryan D. Campbell Ryan D. Campbell Senior Vice President and Chief Financial Officer

(Principal Financial Officer and Principal AccountingOfficer)

EXHIBIT 32

EXHIBIT 32

STATEMENT PURSUANT TO18 U.S.C. SECTION 1350

AS REQUIRED BYSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Deere & Company (the “Company”) on Form 10-Q for the period ending February 2,2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifythat to the best of our knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results ofoperations of the Company.

February 27, 2020 /s/ John C. May Chief Executive Officer, President and Director John C. May (Principal Executive Officer) February 27, 2020

/s/ Ryan D. Campbell

Senior Vice President and Chief FinancialOfficer (Principal Financial Officer and Principal

Ryan D. Campbell Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Deere & Company and will be retainedby Deere & Company and furnished to the Securities and Exchange Commission or its staff upon request.

Documents

UNITED STATESd18rn0p25nwr6d.cloudfront.net/CIK-0000315189/209d5de8-1914-44… · Retirement benefits 36 (4) Other 154 (106) Net cash used for operating activities (508) (1,651) Cash