United States securities and exchange commission logo





                            August 29, 2022

       John C. May
       Chairman and Chief Executive Officer
       Deere & Company
       One John Deere Place
       Moline, Illinois 61265

                                                        Re: Deere & Company
                                                            Annual Report on
Form 10-K
                                                            Filed December 16,
2021
                                                            File No. 001-04121

       Dear Mr. May:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 10-K

       Item 1A. Risk Factors
       Risks Related to the COVID Pandemic, page 13

   1.                                                   We note mention in this
risk factor of inflationary pressures caused by COVID-19.
                                                        With a view toward
future disclosure, please tell us if inflationary pressures have
                                                        materially impacted
your operations. In this regard, identify the types of inflationary
                                                        pressures you are
facing and how your business has been affected. Also, confirm that you
                                                        will update your
disclosure about known trends and uncertainties in Management   s
                                                        Discussion and Analysis
to account for inflationary trends.
   2.                                                   You state that current
material and component shortages have limited and could continue
                                                        to limit your ability
to meet customer demand, which could have a material adverse effect
                                                        on your financial
condition, cash flows, and results of operations. Further, we note that
                                                        during your earnings
calls on May 20, 2022 and August 19, 2022, your management
 John C. May
Deere & Company
August 29, 2022
Page 2
         stated that certain business lines have been impacted by acute
shortages and that you are
         experiencing broad-based supply chain issues which got progressively
worse over the
         course of 2021. With a view toward future disclosure in your risk
factors and
         Management Discussion and Analysis, please tell us how supply chain
issues have
         affected your cash flows, liquidity, capital resources, cash
requirements, financial
         position, or results of operation and how you expect such issues to
affect your business in
         the future. Please also discuss any mitigation efforts.
Management's Discussion and Analysis
Trends and Economic Conditions, page 27

3.       We note your disclosure in this section includes sales forecasts for
fiscal year 2022 and a
         brief summary of factors affecting performance for the most-recently
completed fiscal
         year end. We also note your discussion of year-over-year changes in
your results of
         operations beginning at page 27. However, we are unable to locate a
comprehensive
         discussion of known trends and uncertainties that have had, or are
reasonably likely to
         have, a material impact on your cash flows, liquidity, capital
resources, cash requirements,
         financial position, or results of operations. With a view toward
future disclosure, please
         tell us about your material trends and uncertainties and any relevant
upstream and
         downstream drivers. Note that trends or uncertainties may include
impairments of
         financial assets or long-lived assets; declines in the value of
inventory, investments, or
         recoverability of deferred tax assets; the collectability of
consideration related to contracts
         with customers; and modification of contracts with customers.
4.     We note that during your earnings calls on November 24, 2021, February
18, 2022, May
       20, 2022 and August 19, 2022, your management discussed the ongoing
effects on your
       business caused by persistent supply chain disruptions and significant
backlogs. Your
       management also advised that demand for your products has been, or is
expected to be,
       affected by solid income for farmers, aging customer fleets, high
trade-in values for used
       equipment, and passage of the Bipartisan Infrastructure Law. With a view
toward future
       disclosure, please tell us about all material relevant trends and
uncertainties affecting your
       business, such as those identified in your earnings calls. Please also
explain when you
FirstName LastNameJohn C. May
       anticipate that temporary trends and uncertainties will normalize. If
there are specific
Comapany
       risksNameDeere
             that will be &  Company
                          amplified by the trends discussed, please confirm
that you will update
Augustyour   risk factors
        29, 2022   Page 2 to more fully describe the potential risks and how
you intend to mitigate.
FirstName LastName
 John C. May
FirstName LastNameJohn C. May
Deere & Company
Comapany
August 29, NameDeere
           2022        & Company
August
Page 3 29, 2022 Page 3
FirstName LastName
5.       During your earnings call on February 18, 2022, your management
appears to allude to
         certain market trends that served as the impetus for your
restructuring in 2020. With a
         view toward future disclosure, describe the key trends underlying your
restructuring. In
         addition, discuss the material trends upon which your LEAP ambition
framework is
         intended to capitalize for the next decade, as stated in your earnings
call. In this regard,
         we note that the LEAP framework focuses on digitization, autonomy,
automation, and
         electrification and appears to fall within the ambit of the Chief
Technology Officer, a
         position created in 2020. Therefore, please discuss relevant
technology trends and your
         reasons for establishing the CTO position.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or
Matthew Crispino,
Staff Attorney, at (202) 551-3456 with any questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology