Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-273045
The information in this preliminary prospectus supplement
and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus
are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY
13, 2025
Preliminary Prospectus Supplement
(To Prospectus dated June 30, 2023)
$
Deere & Company
| $ | %
Notes due 2035 |
| | $ | %
Notes due 2055 |
We are offering $
aggregate principal amount of % Notes due , 2035 (the “2035 Notes”)
and $ aggregate principal amount of %
Notes due , 2055 (the “2055 Notes” and, together with the 2035 Notes, the “Notes”). Interest on the Notes will
be paid semi-annually in arrears on and of each year,
beginning on , 2025. The 2035 Notes will mature on ,
2035 and the 2055 Notes will mature on , 2055. However, we have the option
to redeem all or any portion of the Notes of either series, in whole or in part, at any time and from time to time, at the applicable
redemption prices described in this prospectus supplement under the caption “Description of the Notes—Optional Redemption.”
The Notes will rank equally with all of our unsecured
and unsubordinated indebtedness.
Investing in our Notes involves risks. See
“Risk Factors” beginning on page S-5 of this prospectus supplement and the risks we discuss elsewhere in this
prospectus supplement, the accompanying prospectus and the documents we file with the Securities and Exchange Commission (the “SEC”)
pursuant to the Securities Exchange Act of 1934, as amended, and which we incorporate by reference herein.
| | | |
| Price to Public(1) | | |
Underwriting
Discount | |
Proceeds to
Deere(1) |
|
| Per 2035 Note | | |
| | % | |
| % |
|
% |
| Total | | |
| $ | | |
$ | |
$ |
|
| Per 2055 Note | | |
| | % | |
| % |
|
% |
| Total | | |
| $ | | |
$ | |
$ |
|
| (1) | Plus accrued interest from January
, 2025 if settlement occurs after that date. |
Neither the SEC nor any state or other securities
commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the Notes in book-entry only form
will be made on or about January , 2025 through the facilities of The Depository
Trust Company (“DTC”) for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV.
Joint Book-Running Managers
| Barclays |
BofA Securities |
Citigroup |
HSBC |
| |
|
|
|
| J.P. Morgan |
MUFG |
RBC Capital Markets |
TD Securities |
The date of this prospectus supplement is January
, 2025.
TABLE OF CONTENTS
Prospectus Supplement
Page
Prospectus
Page
We have not, and the underwriters have not, authorized
any other person to provide you with information or to make any representations other than that or those, as applicable, contained or
incorporated by reference in this prospectus supplement and prospectus. We and the underwriters take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making
an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. The information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus may only be accurate on the date such information is given. Our
business, financial condition, liquidity, results of operations and prospects may have changed since any such date.
References in this prospectus supplement to “Deere,”
“we,” “us” or “our” are to Deere & Company.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part
is this prospectus supplement, which describes the terms of the offering of the Notes and also adds to and updates the information contained
in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus. The second part is the accompanying
prospectus, which gives more general information, some of which may not apply to the Notes. To the extent there is a conflict between
the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus
or any document that has previously been filed, on the other hand, the information in this prospectus supplement shall control.
Notice to Prospective Investors in the European Economic Area
Neither this prospectus supplement nor the accompanying
prospectus is a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). This
prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area (the “EEA”) will only be made to a legal entity which is a qualified investor under the Prospectus
Regulation (each, an “EEA Qualified Investor”). Accordingly, any person making or intending to make an offer in any Member
State of the EEA of Notes which are the subject of the offering contemplated in this prospectus supplement and the accompanying prospectus
may only do so with respect to EEA Qualified Investors. Neither Deere nor the underwriters have authorized, nor do they authorize, the
making of any offer of Notes in the EEA other than to EEA Qualified Investors.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
– The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA. For these purposes, a “retail investor” means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID
II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not an EEA Qualified Investor. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended
(the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
Neither this prospectus supplement nor the accompanying
prospectus is a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom (the
“UK Prospectus Regulation”). This prospectus supplement and the accompanying prospectus have been prepared on the basis that
any offer of Notes in the United Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation
(each, a “UK Qualified Investor”). Accordingly, any person making or intending to make an offer in the United Kingdom of
Notes which are the subject of the offering contemplated in this prospectus supplement and the accompanying prospectus may only do so
with respect to UK Qualified Investors. Neither Deere nor the underwriters have authorized, nor do they authorize, the making of any
offer of Notes in the United Kingdom other than to UK Qualified Investors.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL
INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom. For these purposes, a “retail investor” means a person
who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law in the United Kingdom; or (ii) a customer within the meaning of the provisions of the United Kingdom's
Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom (“UK MiFIR”); or (iii) not a UK Qualified
Investor. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the
United Kingdom (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail
investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
The communication of this prospectus supplement,
the accompanying prospectus and any other document or materials relating to the issue of the Notes offered hereby is not being made,
and this prospectus supplement, the accompanying prospectus and such other documents and/or materials have not been approved, by an authorized
person for the purposes of section 21 of the FSMA. Accordingly, this prospectus supplement, the accompanying prospectus and such other
documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This
prospectus supplement, the accompanying prospectus and such other documents and/or materials are for distribution only to persons who
(i) have professional experience in matters relating to investments and who fall within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order,
(iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as “relevant persons”). This prospectus supplement, the accompanying
prospectus and any such other documents and/or materials are directed only at relevant persons and must not be acted on or relied on
by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement, the accompanying
prospectus and any such other documents and/or materials relate will be engaged in only with relevant persons. Any person in the United
Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus or any other
documents and/or materials relating to the issue of the Notes offered hereby or any of their contents.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We file annual, quarterly and current reports
and other information with the SEC. Our SEC filings are also available to the public from the SEC’s web site at http://www.sec.gov
and from the investor relations page of the Deere & Company website at http://www.deere.com. Except for documents specifically
incorporated by reference into this prospectus supplement, information on those websites is not part of this prospectus supplement or
any accompanying prospectus.
The SEC allows us to “incorporate by reference”
the information we file with the SEC, which means that we can disclose important information to you by referring to the other information
we have filed with the SEC. The information that we incorporate by reference is considered a part of this prospectus supplement and the
accompanying prospectus. We incorporate by reference the documents listed below (except that we are not incorporating by reference, in
any case, any document or information that is not deemed to be “filed”):
We also incorporate by reference any future filings
we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), after the date of this prospectus supplement and prior to the termination or completion of this offering (except that we
are not incorporating by reference, in any case, any document or information that is not deemed to be “filed,” including
the portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits
included with such Items). The information contained in any such document will be considered part of this prospectus supplement from
the date the document is filed with the SEC.
Any statement contained in this prospectus supplement
or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be deemed to be modified or
superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
We undertake to provide without charge to you,
upon oral or written request, a copy of any or all of the documents that have been incorporated by reference in this prospectus supplement,
other than exhibits to such other documents (unless such exhibits are specifically incorporated by reference therein), by writing or
telephoning us at the following address:
Deere & Company
One John Deere Place
Moline, Illinois 61265
Attn: Corporate Secretary
(309) 748-2674
RISK
FACTORS
In evaluating an investment in the Notes, you
should carefully consider the following risk factors and the risk factors described under the caption “Risk Factors” in the
accompanying prospectus and in our Annual Report on Form 10-K for the year ended October 27, 2024, which is incorporated by
reference herein.
An active trading market may not develop or be maintained for
the Notes.
Each series of Notes is a new issue of securities
with no established trading market. Although the underwriters may make a market for the Notes of either series after we complete this
offering, they have no obligation to do so and may discontinue making a market in the Notes of either series at any time without notice.
We have not listed and do not intend to apply for listing of either series of Notes on any securities exchange.
The liquidity of any market for each series of
Notes that may develop will depend on a number of factors, including prevailing interest rates, our financial condition, liquidity and
operating results, the number of holders of the applicable series of Notes, the market for similar securities and the interest of securities
dealers in making a market in such Notes. We cannot assure you that a trading market for either series of Notes will develop or, if developed,
that it will continue, or as to the liquidity of any trading market for the Notes of either series that may develop or as to the price
you may receive should you wish to resell any Notes you acquire in this offering.
The Notes are subject to early redemption.
As described under “Description of the
Notes—Optional Redemption,” we may at our option redeem the Notes of either series, in whole or in part, at any time or from
time to time, at the redemption prices described therein. Consequently, we may choose to redeem your Notes at times when prevailing interest
rates are lower than the effective interest rate paid on your Notes. As a result, we cannot assure you that you will be able to reinvest
your redemption proceeds in an investment with a return that is as high as the return you would have earned on your Notes if they had
not been redeemed and that has a similar level of investment risk.
USE
OF PROCEEDS
The aggregate net proceeds to us from the sale
of the Notes will be approximately $ after deducting the underwriting
discount and our estimated offering expenses. We intend to use the net proceeds from the sale of the Notes for general corporate purposes.
DESCRIPTION
OF THE NOTES
The Notes will be senior debt issued under the
Indenture dated as of September 25, 2008 (the “Indenture”) between us and The Bank of New York Mellon, as Trustee. Information
about the Indenture and the general terms and provisions of the Notes is in the accompanying prospectus under “Description of Debt
Securities.”
Each series of the Notes will constitute a separate
series of debt securities under the Indenture. We will initially issue a total of $
principal amount of 2035 Notes and $ principal amount of 2055 Notes.
We may, without giving notice or seeking consent
of Note holders of the applicable series, issue additional debt securities having the same ranking and the same interest rate, maturity
and other terms as the Notes of such series. Any such additional debt securities and the applicable series of Notes will constitute a
single series of debt securities under the Indenture, including for the purposes of voting and redemptions, provided that such additional
debt securities are fungible with such Notes for U.S. federal income tax purposes. No additional debt securities may be issued under
the Indenture if an event of default has occurred and is continuing with respect to the applicable series of Notes.
In the accompanying prospectus, there is a section
called “Description of Debt Securities—Provisions Applicable to Both of the Indentures—Defeasance.” This section
has provisions on the defeasance and covenant defeasance of securities issued under the Indenture. These provisions will apply to each
series of the Notes.
The Notes will be issued only in book-entry form
in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, with the Notes of each series represented by one
or more fully registered global securities (the “Global Securities”) deposited with the Trustee as custodian for, and registered
in the name of the nominee of, DTC, as depositary. Beneficial interests in book-entry Notes will be shown on, and transfers of the Notes
will be made only through, records maintained by DTC and its participants (including Clearstream Banking S.A. and Euroclear Bank SA/NV).
See “Book-Entry, Delivery and Form” below and “Description of Debt Securities—Provisions Applicable to Both of
the Indentures—Global Securities” in the accompanying prospectus.
Payment of Principal and Interest
The 2035 Notes will mature on ,
2035. The 2055 Notes will mature on , 2055. However, each series
of Notes will be subject to optional redemption as described below under “—Optional Redemption.”
The interest rate on the 2035 Notes will be %
per annum. The interest rate on the 2055 Notes will be % per annum. We will
pay interest on the Notes semi-annually in arrears on and of
each year, beginning , 2025. Interest on the Notes will accrue from January
, 2025 or from the most recent interest payment date to which interest has been
paid or duly provided for until the principal of such Notes has been paid or made available for payment. We will pay interest on the
Notes computed on the basis of a 360-day year of twelve 30-day months.
We will pay interest on each series of Notes
on any interest payment date to the persons in whose names the relevant series of Notes are registered at the close of business on the
fifteenth day (whether or not a business day) preceding that particular interest payment date. At maturity or earlier redemption (as
applicable), we will pay the principal of each series of Notes upon delivery of each series of Notes to the Trustee.
If an interest payment date or the scheduled
maturity date or any date of earlier redemption for either series of Notes is not a “business day,” we will pay interest,
premium, if any, and/or principal, as the case may be, on the next succeeding business day, but will not pay additional interest. The
term “business day” means any day other than a Saturday or Sunday or a day on which applicable law or regulation authorizes
or requires banking institutions in The City of New York to close.
Optional Redemption
Prior to the applicable Par Call Date, we may
redeem the Notes of either series at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed
as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| · | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus basis points in the case of the
2035 Notes or basis points in the case of the 2055 Notes, less (b) interest, if any,
accrued and unpaid to, but excluding, the date of redemption; and |
| · | 100%
of the principal amount of the Notes of the applicable series to be redeemed, |
plus, in either case, accrued and unpaid interest, if any, on the
principal amount of the Notes to be redeemed to, but excluding, such redemption date.
On or after the applicable Par Call Date, we
may redeem the Notes of either series at our option, in whole or in part, at any time and from time to time, at a redemption price equal
to 100% of the principal amount of the Notes of the applicable series to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
Notwithstanding the foregoing, installments of
interest on the Notes that are due and payable on an interest payment date falling on or prior to a redemption date will be payable on
such interest payment date to the holders thereof as of the close of business on the relevant record date.
Notice of any redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 15 days but not more than 45 days
before the redemption date to each holder of Notes to be redeemed.
If we have given notice of redemption and have
made funds available on the redemption date referred to in the notice for the redemption, the Notes of the applicable series called for
redemption will cease to bear interest on the redemption date and the holders of those Notes from and after the redemption date will
be entitled to receive only the payment of the redemption price upon surrender of those Notes in accordance with the notice.
In the case of a partial redemption of either
series of Notes, no Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note of either series is to be redeemed
in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed.
A new note in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the holder of such Note upon
surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of
the Notes shall be done in accordance with the policies and procedures of the depositary, which may be made on a pro rata pass-through
distribution of principal basis, and any certificated Notes will be redeemed by lot.
Unless we default in payment of the redemption
price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
If we choose to redeem less than all of the Notes
of either series, we will notify the Trustee at least five business days prior to giving notice of redemption, or a shorter period as
may be satisfactory to the Trustee, of the aggregate principal amount of such Notes to be redeemed and their redemption date.
As used in this prospectus supplement:
“Par Call Date” means (i)
, for any 2035 Notes (the date that is three months prior to the maturity of the
2035 Notes) and (ii) , for any
2055 Notes (the date that is six months prior to the maturity of the 2055 Notes).
“Treasury Rate” means, with respect
to any redemption date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall be determined by us after
4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication)
(“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or
any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the
yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date
(the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining
Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the
applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three
decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the
yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable
Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years,
as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption
date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent
yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury
security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States
Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity
date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with
a maturity date following the applicable Par Call Date, we shall select the United States Treasury security with a maturity date preceding
the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or
two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or
more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the
bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in
accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall
be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time,
of such United States Treasury security, and rounded to three decimal places.
Our actions and determinations in determining
the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no duty to determine,
or verify the calculation of, the redemption price, or of any component thereof, or for determining whether manifest error has occurred.
Ranking
The Notes will be unsecured and will rank equally
and pari passu with all of our other unsecured and unsubordinated indebtedness.
Certain Covenants
Certain covenants in the Indenture limit our
ability and the ability of certain of our subsidiaries to create or permit to exist certain mortgages and other liens, and enter into
certain sale and leaseback transactions. For a description of these covenants, please see “Description of Debt Securities—Limitation
on Liens” and “Description of Debt Securities—Limitation on Sale and Lease-Back Transactions.”
Governing Law
The Indenture and the Notes are governed by and
construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles of such state other than
New York General Obligations Law Section 5-1401.
Book-Entry, Delivery and Form
The Notes will be issued in book-entry form only.
In order to own a beneficial interest in a Note, you must be an institution that has an account with DTC or have an account with an institution,
such as a brokerage firm, that has an account with DTC. This means that we will not issue actual Notes or certificates to each beneficial
owner. Instead, we will issue one or more Global Securities representing Notes and such Global Security or Securities will be held by
or on behalf of DTC or its nominee. The beneficial ownership interest of each actual purchaser of Notes in book-entry form represented
by a Global Security will be recorded on the records of direct participants and indirect participants, including the records of Clearstream
Banking S.A. and Euroclear Bank SA/NV. For a more complete description of book-entry debt securities, see “Description of Debt
Securities—Provisions Applicable to Both of the Indentures—Global Securities” in the accompanying prospectus.
Payments of principal of and premium, if any,
and interest on the Notes represented by a Global Security will be made in same-day funds to DTC in accordance with arrangements then
in effect between the Trustee and DTC.
MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material United
States federal income tax considerations relating to the purchase, ownership and disposition of the Notes, but does not purport to be
a complete analysis of all potential tax considerations. This summary is based on the provisions of the United States Internal Revenue
Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, judicial authority, published administrative
positions of the United States Internal Revenue Service (“IRS”) and other applicable authorities, all as in effect on the
date of this document, and all of which are subject to change, possibly on a retroactive basis. We have not sought any ruling from the
IRS with respect to the statements made and the conclusions reached in the following summary and there can be no assurance that the IRS
will agree with our statements and conclusions or that a court would not sustain any challenge by the IRS in the event of litigation.
This summary deals only with beneficial owners
of the Notes that purchase the Notes in this offering at the applicable initial offering price set forth on the cover of this prospectus
supplement and that will hold the Notes as “capital assets” within the meaning of section 1221 of the Code (generally, property
held for investment). This summary does not purport to deal with all aspects of United States federal income taxation that might be relevant
to particular holders in light of their personal investment circumstances or status, nor does it address tax considerations applicable
to investors that may be subject to special tax rules, such as certain financial institutions, individual retirement and other tax-deferred
accounts, tax-exempt organizations, S corporations, partnerships or other pass-through entities or arrangements for United States federal
income tax purposes or investors in such entities, insurance companies, regulated investment companies, real estate investment trusts,
broker-dealers, dealers or traders in securities or currencies, “expatriated entities” subject to section 7874 of the Code,
certain former citizens or residents of the United States subject to section 877 of the Code, taxpayers subject to the alternative minimum
tax, persons subject to special tax accounting rules as a result of gross income with respect to the Notes being taken into account
in an applicable financial statement, and persons subject to the base erosion and anti-abuse tax. This summary also does not discuss
the Notes held as part of a hedge, straddle, synthetic security or conversion transaction, or situations in which the “functional
currency” of a United States Holder (as defined below) is not the United States dollar. Moreover, the effects of any applicable
United States federal estate or gift, state, local or non-United States tax laws and any tax arising under section 1411 of the Code (the
“Medicare” tax on certain investment income) are not discussed.
In the case of a beneficial owner of the Notes
that is classified as a partnership for United States federal income tax purposes, the tax treatment of the Notes to a partner of the
partnership generally will depend upon the tax status of the partner and the activities of the partner and the partnership. If you are
a partner of a partnership holding the Notes, then you should consult your own tax advisors.
The following discussion is for informational
purposes only and is not a substitute for careful tax planning and advice. Investors considering the purchase of the Notes should consult
their own tax advisors with respect to the application of the United States federal income tax laws to their particular situations, as
well as any tax consequences arising under the United States federal estate or gift tax laws or the laws of any state, local or non-United
States taxing jurisdiction or under any applicable tax treaty.
The discussion below assumes that any original
issue discount (“OID”) on the Notes (that is, any excess of the principal amount of the Notes over their issue price), is
either zero or de minimis (less than 1/4% of their principal amount multiplied by the maturity of the Notes), all
within the meaning of the OID Treasury regulations. If these conditions are not satisfied with respect to the Notes and as a result the
Notes are treated as having been issued with OID, a holder would be required to include OID in income as interest over the term of the
Note under a constant yield method. Even if a Note has only de minimis OID, the holder must include such OID in income proportionately
as principal payments are made on such Note.
Effect of Certain Contingencies
In certain circumstances, we may be required
to pay amounts on the Notes in addition to or at different times than the scheduled payments of stated principal and interest (e.g.,
in the circumstances described under “Description of the Notes—Optional Redemption”). These potential payments may
implicate the provisions of the Treasury regulations relating to “contingent payment debt instruments.” One or more contingencies
will not cause the Notes to be treated as contingent payment debt instruments if, as of the issue date of the Notes, such contingencies,
in the aggregate, are considered remote or incidental. Although the issue is not free from doubt, we intend to take the position that
the possibility of payment of such additional amounts does not result in any series of the Notes being treated as contingent payment
debt instruments under applicable Treasury regulations. This position is based on our determination that, as of the issue date of the
Notes, the possibility that additional amounts will have to be paid is a remote or incidental contingency within the meaning of applicable
Treasury regulations.
Our determination that these contingencies are
remote or incidental is binding on a holder, unless such holder explicitly discloses to the IRS on its tax return for the taxable year
during which it acquires the Notes that it is taking a different position. However, our position is not binding on the IRS. If the IRS
takes a contrary position to that described above, then the Notes may be treated as contingent payment debt instruments. In that case,
regardless of a holder’s regular method of accounting for United States federal income tax purposes, a holder subject to United
States federal income taxation may be required to accrue ordinary interest income on the Notes at a rate in excess of the stated interest
rate, and to treat any gain realized on the sale, exchange, redemption, retirement or other taxable disposition of the Notes as ordinary
income rather than capital gain. Holders of the Notes should consult their own tax advisors regarding the tax consequences of the Notes
being treated as contingent payment debt instruments. The remainder of this discussion assumes that the Notes will not be treated as
contingent payment debt instruments for United States federal income tax purposes.
United States Holders
The term “United States Holder” means
a beneficial owner of a Note that is, for United States federal income tax purposes:
| · | an
individual who is a citizen or a resident of the United States; |
| · | a
corporation created or organized under the laws of the United States, any state thereof or
the District of Columbia; |
| · | an
estate, the income of which is subject to United States federal income taxation regardless
of its source; or |
| · | a
trust, if (i) a court within the United States is able to exercise primary jurisdiction
over its administration and one or more United States persons have the authority to control
all of its substantial decisions, or (ii) in the case of a trust that was treated as
a domestic trust under the law in effect before 1997, a valid election is in place under
applicable Treasury regulations to treat such trust as a domestic trust. |
Payment of stated interest
Stated interest on a Note generally will be included
in the gross income of a United States Holder as ordinary income at the time such interest is accrued or received, in accordance with
the holder’s method of accounting for United States federal income tax purposes.
Sale, exchange, redemption, retirement or other taxable disposition
of the Notes
Upon the sale, exchange, redemption, retirement
or other taxable disposition of a Note, a United States Holder generally will recognize gain or loss equal to the difference between
(i) the amount realized upon the disposition and (ii) the holder’s adjusted tax basis in the Note. The amount realized
will be equal to the sum of the amount of cash and the fair market value of any property received in exchange for the Note (less any
portion allocable to any accrued and unpaid interest, which will be taxed as ordinary interest income to the extent not previously so
taxed). A United States Holder’s adjusted tax basis in a Note generally will equal the cost of the Note to such holder. This gain
or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the United States Holder has held the Note
for more than one year. In general, long-term capital gains of a non-corporate United States Holder are taxed at lower rates than those
applicable to ordinary income. The deductibility of capital losses is subject to limitations. United States Holders should consult their
own tax advisors as to the deductibility of capital losses in their particular circumstances.
Information reporting and backup withholding tax
In general, we must report certain information
to the IRS with respect to payments to certain non-corporate United States Holders of principal, premium, if any, and interest on a Note,
and payments of the proceeds of the sale or other disposition of a Note to certain United States Holders. The payor (which may be us
or an intermediate payor) will be required to impose backup withholding tax, currently at a rate of 24 percent, if (i) the payee
fails to furnish a correct taxpayer identification number (“TIN”) to the payor or to establish an exemption from backup withholding
tax, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a notified payee
underreporting described in section 3406(c) of the Code or (iv) the payee has not certified under penalties of perjury that
it has furnished a correct TIN and that the IRS has not notified the payee that it is subject to backup withholding tax under the Code.
United States backup withholding tax is not an additional tax. Any amounts withheld under the backup withholding tax rules from
a payment to a United States Holder will be allowed as a credit against the holder’s United States federal income tax liability
and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.
Non-United States Holders
The term “non-United States Holder”
means a beneficial owner of a Note that is, for United States federal income tax purposes:
| · | a
nonresident alien individual; |
| · | a
foreign corporation; or |
| · | a
foreign estate or trust. |
The following discussion applies only to non-United
States Holders, and assumes that no item of income, gain, deduction or loss derived by the non-United States Holder in respect of the
Notes at any time is effectively connected with the conduct of a United States trade or business. Special rules, not discussed herein,
may apply to certain non-United States Holders, such as:
| · | certain
former citizens or residents of the United States; |
| · | controlled
foreign corporations; |
| · | passive
foreign investment companies; |
| · | corporations
that accumulate earnings to avoid United States federal income tax; |
| · | investors
in pass-through entities that are subject to special treatment under the Code; and |
| · | non-United
States Holders that are engaged in the conduct of a United States trade or business. |
Payment of interest
Subject to the discussions on backup withholding
tax and FATCA below, interest paid on a Note by us or any paying agent to a non-United States Holder will be exempt from United States
income and withholding tax under the “portfolio interest exemption” provided that (i) the non-United States Holder does
not, actually or constructively, own 10 percent or more of the combined voting power of all classes of our stock entitled to vote, (ii) the
non-United States Holder is not a controlled foreign corporation related to us, actually or constructively, through stock ownership,
(iii) the non-United States Holder is not a bank that acquired the Notes in consideration for an extension of credit made pursuant
to a loan agreement entered into in the ordinary course of its trade or business and (iv) either (a) the non-United States
Holder provides to us or our paying agent a properly completed applicable IRS Form W-8BEN or W-8BEN-E (or other applicable form),
signed under penalties of perjury, that includes its name and address and that certifies its non-United States status in compliance with
applicable law and regulations, or (b) a securities clearing organization, bank or other financial institution that holds customers’
securities in the ordinary course of its trade or business on behalf of the non-United States Holder provides a statement to us or our
agent under penalties of perjury in which it certifies that a properly completed applicable IRS Form W-8BEN or W-8BEN-E (or other
applicable form) has been received by it from the non-United States Holder or a qualifying intermediary and furnishes a copy to us or
our agent. This certification requirement may be satisfied with other documentary evidence in the case of a Note held in an offshore
account or through certain foreign intermediaries.
If a non-United States Holder cannot satisfy
the requirements of the portfolio interest exemption described above, payments of interest made to such holder generally will be subject
to United States withholding tax at the rate of 30 percent, unless the holder provides us or our agent with a properly executed IRS Form W-8BEN
or W-8BEN-E (or other applicable form) establishing an exemption from or reduction of the withholding tax under the benefit of an applicable
tax treaty.
Sale, exchange, redemption, retirement or other disposition
of the Notes
Subject to the discussions on backup withholding
tax below, a non-United States Holder generally will not be subject to United States federal income tax or withholding tax on any gain
realized on a sale, exchange, redemption, retirement or other disposition of a Note (other than any amount representing accrued but unpaid
interest on the Note, which is subject to the rules discussed above under “Non-United States Holders—Payment of interest”)
unless the non-United States Holder is an individual who was present in the United States for 183 days or more in the taxable year of
the disposition and certain other conditions are met. If a non-United States Holder is an individual who is present in the United States
for 183 days or more during the taxable year of the sale, exchange, redemption, retirement or other disposition of a Note, and certain
other requirements are met, then such non-United States Holder generally will be subject to United States federal income tax at a flat
rate of 30 percent (unless a lower applicable treaty rate applies) on any such realized gain, which may be offset by certain United States-source
capital losses.
Information reporting and backup withholding tax
The amount of interest paid to a non-United States
Holder and the amount of tax, if any, withheld from such payment generally must be reported annually to the non-United States Holder
and to the IRS. The IRS may make this information available under the provisions of an applicable income tax treaty to the tax authorities
in the country in which the non-United States Holder is resident.
Provided that a non-United States Holder has
complied with certain reporting procedures (usually satisfied by providing a properly completed IRS Form W-8BEN or W-8BEN-E) or
otherwise establishes an exemption, the non-United States Holder generally will not be subject to backup withholding tax with respect
to interest payments on, and the proceeds from the disposition of, a Note, unless we or our paying agent know or have reason to know
that the holder is a United States person. Additional rules relating to information reporting requirements and backup withholding
tax with respect to the payment of proceeds from the disposition (including a redemption or retirement) of a Note are as follows:
| · | If
the proceeds are paid to or through the United States office of a broker, a non-United States
Holder generally will be subject to backup withholding tax and information reporting unless
the non-United States Holder certifies under penalties of perjury that it is not a United
States person (usually on an IRS Form W-8BEN or W-8BEN-E) or otherwise establishes an
exemption. |
| · | If
the proceeds are paid to or through a non-United States office of a broker that is not a
United States person and does not have certain specified United States connections (a “United
States Related Person”), a non-United States Holder will not be subject to backup withholding
tax or information reporting. |
| · | If
the proceeds are paid to or through a non-United States office of a broker that is a United
States person or a United States Related Person, a non-United States Holder generally will
be subject to information reporting (but generally not backup withholding tax) unless the
non-United States Holder certifies under penalties of perjury that it is not a United States
person (usually on an IRS Form W-8BEN or W-8BEN-E) or otherwise establishes an exemption. |
United States backup withholding tax is not an
additional tax. Any amounts withheld under the backup withholding tax rules may be allowed as a refund or a credit against the non-United
States Holder’s United States federal income tax liability, provided that the required information is timely furnished to the IRS.
FATCA
Under FATCA, certain foreign financial institutions
(each an “FFI”), as that term (or its equivalent) is defined under an intergovernmental agreement between the United States
and a foreign jurisdiction (an “IGA”) or, in the absence of an IGA, under FATCA generally, including entities such as foreign
hedge funds, private equity funds, mutual funds, securitization vehicles and other investment vehicles (regardless of their size), must
comply with due diligence, withholding and reporting rules with respect to their owners, account holders and investors or else bear
a 30% withholding tax on certain U.S. source payments made to them. Regardless of whether an FFI is acting as the beneficial owner or
as an intermediary with respect to the withholdable payment, the FATCA withholding tax generally will be imposed on withholdable payments,
subject to certain exceptions, unless the FFI (i) has entered into (or is otherwise subject to) and is complying with an agreement
with the Internal Revenue Service (an “FFI Agreement”) or (ii) is required by and is in compliance with applicable foreign
law enacted in connection with an IGA, in either case to, among other things, collect and provide to the United States or other relevant
tax authorities certain information regarding United States account holders of such institution. In the case of U.S. source payments
made to a foreign entity that is not an FFI, the FATCA withholding tax generally will be imposed, subject to certain exceptions, unless
such entity provides the withholding agent with a certification that it does not have any “substantial” United States owners,
identifies its “substantial” United States owners or is otherwise exempt from FATCA. In certain cases, a “substantial”
United States owner can mean an owner of any interest in the foreign entity. For these purposes, “FATCA” means Section 1471
through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice
or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under
such Sections, regulations and interpretations), any FFI Agreements, any IGAs entered into in connection with any of the foregoing and
any fiscal or regulatory legislation, rules or generally accepted practices adopted pursuant to any such IGA, and any amendments
made to any of the foregoing after the date hereof.
Generally, if a foreign entity subject to FATCA
does not comply with applicable FATCA diligence and reporting requirements or otherwise provide the withholding agent with the proper
certification, “withholdable payments” made to such foreign entity will be subject to a 30% withholding tax. For this purpose,
withholdable payments are generally U.S.-source payments, such as interest payments on the Notes. Under proposed regulations, FATCA withholding
tax on the gross proceeds from the sale of certain equity or debt instruments (including the Notes) of U.S. issuers, scheduled to take
effect beginning January 1, 2019, has been repealed. In the preamble to the proposed regulations, the Internal Revenue Service provided
that taxpayers may rely upon this repeal until the issuance of final regulations. Subject to the foregoing, FATCA withholding tax will
apply regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax (e.g., under the portfolio
interest exemption or as capital gain).
Holders of the Notes should consult their own
tax advisors regarding the application of FATCA to their investment in the Notes.
UNDERWRITING
Under the terms and subject to the conditions
contained in a terms agreement and related underwriting agreement basic provisions (collectively, the “underwriting agreement”),
we have agreed to sell to the underwriters named below, for whom Barclays Capital Inc., BofA Securities, Inc., Citigroup Global
Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and TD
Securities (USA) LLC are acting as representatives, and the underwriters have severally and not jointly agreed to purchase, the following
principal amounts of the Notes of each series:
| Underwriter | |
| Principal
Amount of the
2035 Notes | |
| Principal
Amount of the
2055 Notes | |
| Barclays Capital Inc. | |
| $ | |
| $ | |
| BofA Securities, Inc. | |
| | |
| | |
| Citigroup Global Markets Inc. | |
| | |
| | |
| HSBC Securities (USA) Inc. | |
| | |
| | |
| J.P. Morgan Securities LLC | |
| | |
| | |
| MUFG Securities Americas Inc. | |
| | |
| | |
| RBC Capital Markets, LLC | |
| | |
| | |
| TD Securities (USA) LLC | |
| | |
| | |
| Total | |
| $ | |
| $ | |
The underwriting agreement provides that the
underwriters are obligated to purchase all of the Notes if any are purchased. The underwriting agreement also provides that if an underwriter
defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering of the Notes may be terminated.
The offering of the Notes by the underwriters
is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.
We have agreed to indemnify the underwriters
against liabilities under the Securities Act of 1933, as amended, or contribute to payments which the underwriters may be required to
make in respect thereof.
The underwriters propose to offer the 2035 Notes
initially at the public offering price on the cover page of this prospectus supplement and to selling group members less a concession
of % of the principal amount of the 2035 Notes. The underwriters and selling group members may allow
a discount of % of the principal amount of the 2035 Notes on sales to other broker-dealers.
The underwriters propose to offer the 2055 Notes initially at the public offering price on the cover page of this prospectus supplement
and to selling group members less a concession of % of the principal amount of the 2055 Notes.
The underwriters and selling group members may allow a discount of % of the principal
amount of the 2055 Notes on sales to other broker-dealers.
After the initial public offering, the public
offering prices, concessions and discounts to broker-dealers may be changed by the representatives.
The following table shows the underwriting discount
that we will pay to the underwriters in connection with each series of Notes in this offering (expressed as a percentage of the principal
amount of the Notes of each series):
| | |
| Paid
by Deere & Company | |
| | |
| 2035
Notes | |
2055 Notes | |
| Per Note | |
| % | |
% | |
| Total | |
| $ | |
$ | |
We estimate that our out-of-pocket expenses,
not including the underwriting discount, for the offering of the Notes will be approximately $ million.
Each series of Notes is a new issue of securities
with no established trading market. One or more of the underwriters may make a secondary market for the Notes of either series. However,
they are not obligated to do so and may discontinue making a secondary market for the Notes of either series at any time without notice.
No assurance can be given as to the development, maintenance or liquidity of any trading market for the Notes of either series.
The representatives, on behalf of the underwriters,
may engage in over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act.
| · | Over-allotment
involves sales by the underwriters of the Notes of either series in excess of the principal
amount of such Notes referred to on the cover page of this prospectus supplement, which
creates a syndicate short position. |
| · | Stabilizing
transactions permit bids to purchase the Notes of either series so long as the stabilizing
bids do not exceed a specific maximum. |
| · | Syndicate
covering transactions involve purchases of the Notes of either series in the open market
after the distribution of those Notes has been completed in order to cover syndicate short
positions. A short position is more likely to be created if the underwriters are concerned
that there may be downward pressure on the price of such Notes in the open market after pricing
that could adversely affect investors who purchase in this offering. |
| · | Penalty
bids permit the representatives to reclaim a selling concession from a syndicate member when
Notes originally sold by such syndicate member are purchased in a stabilizing transaction
or a syndicate covering transaction to cover syndicate short positions. |
These stabilizing transactions, syndicate covering
transactions and penalty bids may have the effect of raising or maintaining the market price of the Notes of the applicable series or
preventing or retarding a decline in the market price of such Notes. As a result, the price of such Notes may be higher than the price
that might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time.
Delayed Settlement
We expect that the delivery of the Notes will
be made against payment therefor on or about the closing date specified on the cover page of this prospectus supplement, which will
be the business day following the date of this prospectus supplement. Under rules of the SEC, trades in the secondary market generally
are required to settle in one business day, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish
to trade the Notes before the business day prior to the closing date specified on the cover page of this prospectus supplement will
be required, by virtue of the fact that the normal settlement date for that trade would occur prior to the closing date for the issuance
of the Notes, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult
their own advisors with respect to these matters.
Other Relationships
The underwriters and their respective affiliates
are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment
banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial
and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the
future provide, a variety of these services to us and our affiliates and to persons and entities with relationships with us and our affiliates,
for which they received or will receive customary fees and expenses. In particular, affiliates of certain of the underwriters are lenders
under our credit facilities.
In the ordinary course of their various business
activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array
of investments, including serving as counterparties to certain derivative and hedging arrangements, and may actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts
of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly,
as collateral securing other obligations or otherwise) and/or those of our affiliates and/or persons and entities with relationships
with us and our affiliates. The underwriters and their respective affiliates may also communicate independent investment recommendations,
market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments
and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and
instruments. If any of the underwriters or their affiliates has a lending relationship with us, certain of those underwriters or their
affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent
with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering
into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities,
including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading
prices of the Notes offered hereby.
Selling Restrictions
Prohibition of Sales to EEA Retail Investors
The Notes may not be offered, sold or otherwise
made available to any retail investor in the EEA. For the purposes of this provision:
| (a) | the expression “retail investor” means a person who is
one (or more) of the following: |
| (i) | a retail client as defined in point (11) of Article 4(1) of
MiFID II; or |
| (ii) | a customer within the meaning of the Insurance Distribution Directive,
where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or |
| (iii) | not an EEA Qualified Investor; and |
| (b) | the expression “offer” includes the communication in any
form and by any means of sufficient information on the terms of the offer and the Notes to
be offered so as to enable an investor to decide to purchase or subscribe for the Notes. |
United Kingdom
Prohibition of Sales to United Kingdom Retail Investors
The Notes may not be offered, sold or otherwise
made available to any retail investor in the United Kingdom. For the purposes of this provision:
| (a) | the expression “retail investor” means a person who is
one (or more) of the following: |
| (i) | a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom; or |
| (ii) | a customer within the meaning of the provisions of the FSMA and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of UK MiFIR; or |
| (iii) | not a UK Qualified Investor; and |
| (b) | the expression “offer” includes the communication in any
form and by any means of sufficient information on the terms of the offer and the Notes to
be offered so as to enable an investor to decide to purchase or subscribe for the Notes. |
Other Regulatory Restrictions in the United Kingdom
Any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated
or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to Deere.
All applicable provisions of the FSMA must be
complied with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom.
Hong Kong
The Notes have not been offered or sold and will
not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined
in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and any rules made under the
SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “C(WUMP)O”) or which do not constitute
an offer to the public within the meaning of the C(WUMP)O. No advertisement, invitation or document relating to the Notes has been or
may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which
is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.
Japan
The Notes have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended, the “FIEL”) and, accordingly,
the Notes have not been offered or sold, directly or indirectly, and will not be offered or sold, directly or indirectly, in Japan or
to, or for the account or benefit of any Japanese Person or to, or for the account or benefit of others for re-offering or resale, directly
or indirectly, in Japan or to, or for the account or benefit of any Japanese Person, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines promulgated
by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese
Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
Singapore
This prospectus supplement and the accompanying
prospectus have not been registered as a prospectus under the Securities and Futures Act 2001 (the “SFA”) by the Monetary
Authority of Singapore, and the offer of the Notes in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275
of the SFA. Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be
offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person
in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274
of the SFA, (ii) to an accredited investor (as defined in Section 4A of the SFA) (an “Accredited Investor”) or
other relevant person (as defined in Section 275(2) of the SFA) (a “Relevant Person”) pursuant to Section 275(1) of
the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations
2018, or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the
SFA.
It is a condition of the offer that where the
Notes are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which
is:
| (a) | a corporation (which is not an Accredited Investor), the sole business
of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an Accredited Investor; or |
| (b) | a trust (where the trustee is not an Accredited Investor), the sole
purpose of which is to hold investments and each beneficiary of the trust is an individual
who is an Accredited Investor, securities and securities-based derivatives contracts (each
as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’
rights and interest (howsoever described) in that trust shall not be transferred within six
months after that corporation or that trust has subscribed for or acquired the Notes except: |
| (i) | to an Institutional Investor, an Accredited Investor or other Relevant
Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in
the case of that corporation) or Section 276(4)(c)(ii) of the SFA (in the case
of that trust); |
| (ii) | where no consideration is or will be given for the transfer; |
| (iii) | where the transfer is by operation of law; |
| (iv) | as specified in Section 276(7) of the SFA; or |
| (v) | as specified in Regulation 37A of the Securities and Futures (Offers
of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018
of Singapore. |
Singapore Securities and Futures Act Product Classification
Solely for the purposes of its obligations pursuant
to Sections 309B(1)(a) and 309B(1)(c) of the SFA, the issuer has determined, and hereby notifies all relevant persons (as defined
in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Switzerland
This prospectus supplement and the accompanying
prospectus do not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations
and the Notes will not be listed on the SIX Swiss Exchange. Therefore, this prospectus supplement and the accompanying prospectus may
not comply with the disclosure standards of the listing rules (including any additional listing rules or prospectus schemes)
of the SIX Swiss Exchange. Accordingly, the Notes may not be offered to the public in or from Switzerland, but only to a selected and
limited circle of investors who do not subscribe to the Notes with a view to distribution. Any such investors will be individually approached
by the agents from time to time.
Taiwan
The Notes have not been and will not be registered
with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued
or offered within Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities
and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity
in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the Notes in Taiwan.
Korea
The Notes have not been and will not be registered
with the Financial Services Commission of Korea under the Financial Investment Services and Capital Markets Act. Accordingly, the Notes
may not be offered, sold or delivered, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea
(as such term is defined under the Foreign Exchange Transaction Law of Korea and its Enforcement Decree), except as otherwise permitted
under applicable Korean laws and regulations.
United Arab Emirates
The Notes have not been, and are not being, publicly
offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in
compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and
sale of securities. Further, this prospectus supplement and the accompanying prospectus do not constitute a public offer of securities
in the United Arab Emirates (including the Dubai International Financial Centre) and are not intended to be a public offer. The prospectus
supplement and the accompanying prospectus have not been approved by or filed with the Central Bank of the United Arab Emirates, the
Emirates Securities and Commodities Authority or the Dubai Financial Services Authority.
LEGAL
OPINIONS
The validity of the Notes will be passed upon
for us by Kirkland & Ellis LLP, Chicago, Illinois. Sidley Austin LLP, New York, New York will act as counsel to the underwriters.
PROSPECTUS
Deere & Company
Deere Funding Canada Corporation
Debt Securities of Deere &
Company
Guaranteed Debt Securities of Deere Funding Canada Corporation
Warrants to Purchase Debt Securities
of Deere & Company
Preferred Stock of Deere &
Company
Depositary Shares of Deere &
Company
Common Stock of Deere &
Company
Warrants to Purchase Common Stock
of Deere & Company
Currency Warrants of Deere &
Company
Indexed and Other Warrants of Deere &
Company
Stock Purchase Contracts of Deere &
Company
Stock Purchase Units of Deere &
Company
We will provide the specific terms of these securities
in supplements or term sheets to this prospectus. You should read this prospectus, the prospectus supplements and the term sheets carefully
before you invest.
We will not use this prospectus to confirm sales
of any securities unless it is attached to a prospectus supplement or a term sheet.
We may sell these securities on a continuous or
delayed basis, directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods.
If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth
their names and any applicable commissions or discounts.
The common stock of Deere & Company is
listed on the New York Stock Exchange under the symbol “DE.” Otherwise, these securities will not be listed on any securities
exchange unless otherwise specified in the applicable prospectus supplement.
Investment in the securities involves certain
risks. See “Risk Factors” beginning on page 1 of this prospectus and described in any documents incorporated by reference.
Neither the Securities and Exchange Commission
nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 30,
2023.
TABLE OF CONTENTS
Prospectus
RISK FACTORS
Your investment in the securities is subject to
certain risks, especially if the securities involve in some way a foreign currency. This prospectus does not describe all of the risks
of an investment in the securities, whether arising because the securities are payable in a currency other than U.S. dollars or because
the return on the securities is linked to one or more interest rates or currency indices or formulas. You should consult your own financial
and legal advisors about the risks entailed by an investment in the securities and the suitability of your investment in the securities
in light of your particular circumstances. Foreign currency securities or currency indexed securities are not an appropriate investment
for investors who are unsophisticated with respect to foreign currency transactions or transactions involving the type of index or formula
used to determine amounts payable. Non-U.S. residents should consult their own legal and financial advisors with regard to these matters.
You should also consider carefully the matters described below, as well as the other factors described in Deere & Company’s
Safe Harbor Statements and under “Risk Factors” included or incorporated by reference in its most recent annual report on
Form 10-K, subsequent quarterly reports on Form 10-Q and subsequent current reports on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”). In this prospectus, unless the context otherwise requires, we will use the terms “we,”
“our,” “ourselves” and “us” to mean each of Deere & Company and Deere Funding Canada Corporation,
as applicable, as issuers of the securities described herein.
Exchange rates and exchange controls may adversely affect your
foreign currency securities or currency indexed securities.
If you invest in foreign currency securities or
currency indexed securities, there will be significant risks not associated with investments in debt instruments denominated in U.S. dollars
or U.S. dollar based indices. These risks include the possibility of significant changes in the rate of exchange between the U.S. dollar
and your payment or indexed currency and the imposition or modification of foreign exchange controls by either the United States or the
applicable foreign governments. We have no control over the factors that generally affect these risks, such as economic, financial and
political events and the supply and demand for the applicable currencies. In recent years, rates of exchange between the U.S. dollar and
certain foreign currencies have been volatile and this volatility may continue in the future. Past fluctuations in any particular exchange
rate are not necessarily indicative, however, of fluctuations that may occur in the future. Fluctuations in exchange rates against the
U.S. dollar could result in a decrease in the U.S. dollar-equivalent yield of your foreign currency securities or currency indexed securities,
in the U.S. dollar-equivalent value of the principal or any premium payable at maturity of your securities and, generally, in the U.S.
dollar-equivalent market value of your securities. The currency risks with respect to your foreign currency securities or currency indexed
securities may be further described in the applicable prospectus supplement or term sheet.
Foreign exchange rates can either float or be fixed
by sovereign governments. Governments, however, often do not voluntarily allow their currencies to float freely in response to economic
forces. Instead, governments use a variety of techniques, such as intervention by that country’s central bank, or the imposition
of regulatory controls or taxes, to affect the exchange rate of their currencies.
Governments may also issue a new currency to replace
an existing currency or alter the exchange rate or relative exchange characteristics by the devaluation or revaluation of a currency.
Thus, an important risk in purchasing foreign currency securities or currency indexed securities for U.S. dollar based investors is that
their U.S. dollar-equivalent yields could be affected by governmental actions that could change or interfere with currency valuation that
was previously freely determined, fluctuations in response to other market forces and the movement of currencies across borders. There
will be no adjustment or change in the terms of the foreign currency securities or currency indexed securities if exchange rates become
fixed, or if any devaluation or revaluation or imposition of exchange or other regulatory controls or taxes occur, or other developments
affecting the U.S. dollar or any applicable currency occur.
The paying agent will make all calculations relating
to your foreign currency securities or currency indexed securities. All of these determinations will, in the absence of clear error, be
binding on holders of the securities.
Any prospectus supplement or term sheet relating
to securities with an applicable currency other than U.S. dollars will contain information concerning historical exchange rates for that
currency against the U.S. dollar and a brief description of any relevant exchange controls.
There may be risks associated with foreign currency judgments.
The indentures and the securities referred to in
this prospectus will be, except to the extent described in a prospectus supplement or term sheet, governed by, and construed in accordance
with, the laws of the State of New York. An action based upon an obligation payable in a currency other than U.S. dollars may be brought
in courts in the United States. However, courts in the United States have not customarily rendered judgments for money damages denominated
in any currency other than U.S. dollars. In addition, it is not clear whether, in granting a judgment, the rate of conversion would be
determined with reference to the date of default, the date judgment is rendered or any other date. The Judiciary Law of the State of New
York provides, however, that an action based upon an obligation payable in a currency other than U.S. dollars will be rendered in the
foreign currency of the underlying obligation and converted into U.S. dollars at a rate of exchange prevailing on the date the judgment
or decree is entered. In these cases, holders of foreign currency securities would bear the risk of exchange rate fluctuations between
the time the amount of judgment is calculated and the time the foreign currency was converted into U.S. dollars and paid to the holders.
You should consult your own financial and legal
advisors as to the risks entailed by an investment in foreign currency securities. These securities are not an appropriate investment
for investors who are unsophisticated with respect to foreign currency transactions.
Securities indexed to interest rate, currency or other indices
or formulas may have risks not associated with a conventional debt security.
If you invest in securities indexed to one or more
interest rates, currencies or other indices or formulas, you will be subject to significant risks not associated with a conventional fixed
rate or floating rate debt security. These risks include fluctuation of the particular indices or formulas and the possibility that you
will receive a lower, or no, amount of principal, premium or interest and at different times than you expected. We have no control over
a number of matters, including economic, financial and political events, that are important in determining the existence, magnitude and
longevity of these risks and their results. In addition, if an index or formula used to determine any amounts payable in respect of the
securities contains a multiplier or leverage factor, the effect of any change in the particular index or formula will be magnified. In
recent years, values of certain indices and formulas have been volatile and volatility in those and other indices and formulas may be
expected in the future. However, past experience is not necessarily indicative of what may occur in the future.
Credit ratings may not reflect all risks of an investment in
the securities.
The credit ratings on the debt securities may not
reflect the potential impact of all risks related to structure and other factors on the value of those securities.
In addition, actual or anticipated changes in
our credit ratings or outlook will generally affect the market value of the debt securities. Our credit ratings are an assessment of
our ability to pay our obligations. Our credit ratings, however, may not reflect the effects on the market value of the debt securities of the
risks discussed above relating to market and other factors and whether a trading market for your debt securities will ever develop,
or if one develops, be maintained or be liquid.
For additional information about Deere &
Company’s credit ratings, see Deere & Company’s most recent annual report on Form 10-K and subsequent quarterly
and current reports on Form 10-Q and 8-K, respectively, filed with the SEC.
Reform of EURIBOR and other “Benchmarks” may adversely
impact the debt securities.
The Euro Interbank Offered Rate (“EURIBOR”),
and other rates or indices which are deemed to be “benchmarks” are the subject of recent national, international, and other
regulatory guidance and proposals for reform. Some of these reforms are already effective, while others are still to be implemented. These
reforms may cause such benchmarks to perform differently than in the past, or to disappear entirely, or to have other consequences which
cannot be predicted. Any such consequence could have a material adverse effect on any debt securities linked to such a “benchmark,”
and could, among other things, reduce the payments on those debt securities. Uncertainty as to the nature of potential changes, alternative
reference rates or spread adjustments or other reforms may adversely affect the trading market for any debt securities to be issued by
Deere & Company or guaranteed debt securities to be issued by Deere Funding Canada Corporation (collectively, the “Notes”).
The Secured Overnight Financing Rate published by the New York
Federal Reserve has a limited history, and the future performance of the Secured Overnight Financing Rate cannot be predicted based on
its historical performance.
You should note that publication of the Secured
Overnight Financing Rate (as defined below) (“SOFR”) began on April 3, 2018 and it therefore has a limited history. In
addition, the future performance of SOFR cannot be predicted based on the limited historical performance. The level of SOFR during the
term of any Notes with an interest rate that is related to SOFR (such Notes, “SOFR Notes”) may bear little or no relation
to the historical level of SOFR. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR, such
as correlations, may change in the future. While some prepublication historical information has been released by the New York Federal
Reserve (as defined below), analysis of such information inherently involves assumptions, estimates and approximations. The future performance
of SOFR is impossible to predict and therefore no future performance of SOFR or any SOFR Notes may be inferred from any of the historical
simulations or historical performance. Hypothetical or historical performance data are not indicative of, and have no bearing on, the
future performance of SOFR or any SOFR Notes. Changes in the levels of SOFR will affect the calculation of Compounded SOFR (as described
in “Description of Debt Securities—Secured Overnight Financing Rate Notes”) and, therefore, the return on any SOFR Notes
and the trading price of such Notes, but it is impossible to predict whether such levels will rise or fall.
Any failure of SOFR to gain market acceptance could adversely
affect any SOFR Notes.
SOFR may fail to gain market acceptance. SOFR was
developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because
it is considered to be a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement (repo)
market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and,
as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants
would not consider SOFR to be a suitable substitute or successor for all of the purposes for which U.S. dollar LIBOR historically has
been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn,
lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect the return on SOFR Notes and the
price at which you can sell such Notes.
The interest rate on SOFR Notes may be based on Compounded SOFR,
which is relatively new in the marketplace.
For each quarterly period from, and including,
an Interest Payment Date (or, in the case of the first Interest Period, the Date of Issue) to, but excluding, the next Interest Payment
Date (or, in the case of the final Interest Period, the Maturity Date) (each such period, an “Interest Period”), the interest
rate on any SOFR Notes may be based on Compounded SOFR, which is calculated according to the specific formula described under “Description
of Debt Securities—Secured Overnight Financing Rate Notes” and not by using SOFR published on, or in respect of, a particular
date during such Interest Period or an arithmetic average of SOFRs during such period. For this and other reasons, the interest rate on
SOFR Notes during any Interest Period will not necessarily be the same as the interest rate on other SOFR-linked investments that use
an alternative basis to determine the applicable interest rate. Further, if SOFR in respect of a particular date during an Interest Period
is negative, its contribution to SOFR will be less than one, resulting in a reduction to Compounded SOFR used to calculate the interest
payable on such SOFR Notes on the Interest Payment Date for such Interest Period.
In addition, a more limited market precedent exists
for securities that use SOFR as the interest rate, and the method for calculating an interest rate based upon SOFR in those precedents
varies. Accordingly, the specific formula for Compounded SOFR used in SOFR Notes may not be widely adopted by other market participants,
if at all. You should carefully review the specific formula for Compounded SOFR used in any such Notes before deciding to make an investment
in such Notes. If the market adopts a different calculation method than used in such Notes, that could adversely affect the market value
of such Notes.
The total amount of interest payable on Compounded SOFR Notes
with respect to a particular Interest Period will only be capable of being determined near the end of the relevant Interest Period.
Compounded SOFR applicable to a particular Interest
Period and, therefore, the total amount of interest payable with respect to such Interest Period will be determined on the Interest Determination
Date (as described herein) for such Interest Period. Because each such date is near the end of such Interest Period, you will not know
the total amount of interest payable with respect to a particular Interest Period until shortly prior to the related Interest Payment
Date, and it may be difficult for you to reliably estimate the total amount of interest that will be payable on each such Interest Payment
Date. In addition, some investors may be unwilling or unable to trade SOFR Notes without changes to their information technology systems,
both of which could adversely impact the liquidity and trading price of such Notes.
The composition and characteristics of SOFR may be more volatile
and are not the same as those of LIBOR. There is no guarantee that the Secured Overnight Financing Rate is a comparable substitute for
LIBOR.
In June 2017, the New York Federal Reserve’s
Alternative Reference Rates Committee (the “ARRC”) announced SOFR as its recommended alternative to U.S. dollar LIBOR. However,
the composition and characteristics of SOFR are not the same as those of LIBOR. The Secured Overnight Financing Rate is a broad Treasury
repo financing rate that represents overnight secured funding transactions. This means that SOFR is fundamentally different from LIBOR
for two key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR represents
interbank funding over different maturities. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would
have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or
global or regional economic, financial, political, regulatory, judicial or other events. For example, since publication of SOFR began
on April 3, 2018, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or other
market rates. The return on and value of any SOFR Notes may fluctuate more than floating rate securities that are linked to less volatile
rates. In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repo market. The New
York Federal Reserve has at times conducted operations in the overnight U.S. Treasury repo market in order to help maintain the federal
funds rate within a target range. There can be no assurance that the New York Federal Reserve will continue to conduct such operations
in the future, and the duration and extent of any such operations is inherently uncertain. The effect of any such operations, or of the
cessation of such operations to the extent they are commenced, is uncertain and could be materially adverse to investors in the SOFR Notes.
For additional information regarding SOFR, see “Description of Debt Securities—Secured Overnight Financing Rate” below.
The secondary trading market for SOFR Notes may be limited.
SOFR Notes will not have an established trading
market when issued. Since SOFR is a relatively new market rate, an established trading market may never develop or may not be very liquid.
Market terms for debt securities that are linked to SOFR may evolve over time and, as a result, trading prices of any SOFR Notes may be
lower than those of later-issued debt securities that are linked to SOFR. Similarly, if SOFR does not prove to be widely used in debt
securities that are similar to SOFR Notes, the trading price of such Notes may be lower than that of debt securities that are linked to
rates that are more widely used. Investors in such Notes may not be able to sell their Notes at all or may not be able to sell their Notes
at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Further, investors
wishing to sell such Notes in the secondary market will have to make assumptions as to the future performance of SOFR during the applicable
Interest Period in which they intend the sale to take place. As a result, investors may suffer from increased pricing volatility and market
risk.
The administrator of SOFR may make changes that could change
the value of SOFR or discontinue SOFR and has no obligation to consider your interests in doing so.
The New York Federal Reserve, as administrator
of SOFR, may make methodological or other changes that could change the value of SOFR, including changes related to the method by which
SOFR is calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the publication of
SOFR. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on
the Notes, which may adversely affect the trading prices of the Notes. In addition, the administrator may alter, discontinue or suspend
calculation or dissemination of SOFR (in which case a fallback method of determining the interest rate on the Notes as further described
under “Description of Debt Securities—Secured Overnight Financing Rate Notes” will apply). The administrator has no
obligation to consider your interests in calculating, adjusting, converting, revising or discontinuing SOFR.
SOFR Notes may bear interest by reference to a rate other than
Compounded SOFR, which could adversely affect the value of such Notes.
If the manner in which SOFR is calculated, is changed,
that change may result in a reduction in the amount of interest payable on SOFR Notes and the trading prices of such Notes. In addition,
the New York Federal Reserve may withdraw, modify or amend the published SOFR data in its sole discretion and without notice and such
modifications or amendments will apply to future determinations of the interest rate for such Notes. With respect to any SOFR Notes, the
interest rate for any Interest Period may not be adjusted for any modifications or amendments to SOFR data that the New York Federal Reserve
may publish after the interest rate for that Interest Period has been determined.
If SOFR is discontinued, SOFR Notes will bear interest by reference
to a different base rate with, potentially, a spread adjustment, which could adversely affect the value of such Notes, the return on such
Notes and the price at which you can sell such Notes; there is no guarantee that any replacement base rate will be a comparable substitute
for SOFR.
Under certain circumstances, the interest rate
on SOFR Notes will no longer be determined by reference to SOFR, but instead will be determined by reference to a different rate, which
will be a different Benchmark than SOFR plus a spread adjustment, which is referred to as a “Benchmark Replacement” and a
“Benchmark Replacement Adjustment,” respectively.
If a particular Benchmark Replacement or Benchmark
Replacement Adjustment cannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply.
These replacement rates and adjustments may be selected, recommended or formulated by (1) the Relevant Governmental Body (such as
the ARRC), (2) ISDA (as defined below) or (3) in certain circumstances, us or our designee. In addition, the terms of SOFR Notes
we may issue will expressly authorize us or our designee to make Benchmark Replacement Conforming Changes with respect to, among other
things, the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and
other administrative matters. The determination of a Benchmark Replacement, the calculation of the interest rate on SOFR-linked Notes
by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation of Benchmark
Replacement Conforming Changes and any other determinations, decisions or elections that may be made under the terms of such Notes in
connection with a Benchmark Transition Event could adversely affect the value of such Notes, the return on such Notes and the price at
which you can sell such Notes.
In addition, (1) the composition and characteristics
of the Benchmark Replacement will not be the same as those of SOFR, the Benchmark Replacement will not be the economic equivalent of SOFR,
there can be no assurance that the Benchmark Replacement will perform in the same way as SOFR would have at any time and there is no guarantee
that the Benchmark Replacement will be a comparable substitute for SOFR (each of which means that a Benchmark Transition Event could adversely
affect the value of any SOFR Notes, the return on such Notes and the price at which you can sell such Notes), (2) any failure of
the Benchmark Replacement to gain market acceptance could adversely affect such Notes, (3) the Benchmark Replacement may have a more
limited history and the future performance of the Benchmark Replacement cannot be predicted based on historical performance, (4) the
secondary trading market for any Notes linked to the Benchmark Replacement may be limited, (5) the administrator of the Benchmark
Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has
no obligation to consider your interests in doing so and (6) the Benchmark Replacement Adjustment may be zero or may not be adequate
to compensate you for use of the Benchmark Replacement.
We or our designee will have authority to make determinations,
elections, calculations and adjustments that could affect the value of and your return on the Notes.
We or our designee may make determinations, decisions,
elections, calculations and adjustments with respect to the SOFR Notes as set forth under “Description of Debt Securities—Secured
Overnight Financing Rate Notes” below that may adversely affect the value of and your return on the SOFR Notes. In addition, we
or our designee may determine the Benchmark Replacement and the Benchmark Replacement Adjustment and can apply any Benchmark Replacement
Conforming Changes deemed reasonably necessary to adopt the Benchmark Replacement. Although we or our designee will exercise judgment
in good faith when performing such functions, potential conflicts of interest do exist between us or our designee and you. All determinations,
decisions and elections by us or our designee are in our or the designee’s sole discretion and will be conclusive for all purposes
and binding on us and holders of the SOFR Notes absent manifest error. Further, notwithstanding anything to the contrary in the documentation
relating to the SOFR Notes, all determinations, decisions and elections by us or our designee will become effective without consent from
the holders of the SOFR Notes or any other party. In making the determinations, decisions and elections noted under “Description
of Debt Securities—Secured Overnight Financing Rate Notes” below, we or our designee do have economic interests that are adverse
to your interests, and such determinations, decisions, elections, calculations and adjustments may adversely affect the value of and your
return on the SOFR Notes. Because the Benchmark Replacement is uncertain, we or our designee are likely to exercise more discretion in
respect of calculating interest payable on the SOFR Notes than would be the case in the absence of a Benchmark Transition Event and its
related Benchmark Replacement Date. These potentially subjective determinations may adversely affect the value of the SOFR Notes, the
return on the SOFR Notes and the price at which you can sell the SOFR Notes.
Enforcement of liabilities with respect to Deere Funding Canada
Corporation.
Deere Funding Canada Corporation is a subsidiary
of Deere & Company incorporated under the laws of the Province of Ontario in Canada. One or more directors and officers of Deere
Funding Canada Corporation reside outside the United States. All or a substantial portion of the assets of these persons, as well as Deere
Funding Canada Corporation are located outside the United States. Deere Funding Canada Corporation does not conduct business in the United
States and may not be subject to service of process in the United States. As a result, it may not be possible for investors in the guaranteed
debt securities to effect service of process within the United States upon such persons or to enforce against such persons or Deere Funding
Canada Corporation judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities of the United
States. Deere Funding Canada Corporation will agree, in accordance with the terms of the indenture that will govern the guaranteed debt
securities, to accept service of process in any suit, action or proceeding with respect to the indenture or guaranteed debt securities
brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction
of such courts in connection with such suits, actions or proceedings. However, it may be difficult for holders of the guaranteed debt securities to effect
service within the United States upon directors, officers and experts who are not residents of the United States in order to institute
actions in United States courts predicated upon civil liability under U.S. federal or state securities laws or other laws of the United
States. There is some doubt as to the enforceability in Canada in original actions, or in actions for enforcement of judgments of U.S.
courts, of civil liabilities predicated upon the U.S. federal securities laws. The courts of Canada may not: (a) enforce judgments
of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of
the United States or “blue sky” laws of any state within the United States; or (b) enforce, in original actions, liabilities
against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky”
laws of any state within the United States.
WHERE YOU CAN FIND MORE INFORMATION
Deere & Company files annual, quarterly
and current reports and other information with the SEC. All references to “we” or “us” in this section refer only
to Deere & Company. Our SEC filings are also available to the public from the SEC’s web site at http://www.sec.gov. Our
SEC filings are also available to the public on our website at https://investor.deere.com/sec-filings. Please note that information contained
in our website, whether currently posted or posted in the future, is not a part of this registration statement or the documents incorporated
by reference herein.
This prospectus is part of a registration statement
filed on Form S-3 with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). This prospectus does
not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement.
For further information concerning us and the securities, you should read the entire registration statement and the additional information
described under “Incorporation of Certain Information by Reference” below. Any statements contained herein concerning any
document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference.
Pursuant to Rule 3-10(b) of
Regulation S-X, this prospectus does not contain separate financial statements for Deere Funding Canada Corporation since Deere
Funding Canada Corporation is an indirect subsidiary of Deere & Company that is 100% owned by Deere & Company, and
Deere & Company files consolidated financial information under the Exchange Act. Deere Funding Canada Corporation, which
was formed on April 27, 2020, is a “finance subsidiary” of Deere & Company under
Rule 3-10(b) with no independent function other than financing activities. Deere & Company will provide a full
and unconditional guarantee of Deere Funding Canada Corporation’s obligations under its debt securities, and no other
subsidiary of Deere & Company will guarantee these obligations. The financial condition, results of operations and cash
flows of Deere Funding Canada Corporation are consolidated into the financial statements of Deere & Company.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
the information Deere & Company files with them, which means that we can disclose important information to you by referring you
to those documents that are considered part of this prospectus. Later information that we file with the SEC will automatically update
and supersede this information until the offering of the particular securities covered by a prospectus supplement or term sheet has been
completed. We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until the offering of the particular securities covered by
a prospectus supplement or term sheet has been completed (except that we are not incorporating by reference, in any case, any document
or information that is not deemed to be “filed” and that is not specifically incorporated by reference in this prospectus
or any applicable prospectus supplement or term sheet). This prospectus is part of a registration statement filed with the SEC.
You may obtain a copy of these filings at no cost
by writing or telephoning us at the following address:
Deere & Company
One John Deere Place
Moline, Illinois 61265
Attn: Corporate Secretary
(309) 748-2674
DEERE & COMPANY
Deere & Company and its subsidiaries (collectively,
“John Deere”) have operations that are categorized into four major business segments:
The production and precision agriculture segment
defines, develops, and delivers global equipment and technology solutions to unlock customer value for production-scale growers of large
grains, small grains, cotton, and sugarcane. The segment’s main products include large and certain mid-size tractors, combines,
cotton pickers, sugarcane harvesters and loaders, and soil preparation, seeding, application, and crop care equipment.
The small agriculture and turf segment defines,
develops, and delivers global equipment and technology solutions to unlock customer value for dairy and livestock producers, high-value
crop producers, and turf and utility customers. The segment’s primary products include certain mid-size and small tractors, as well
as hay and forage equipment, riding and commercial lawn equipment, golf course equipment, and utility vehicles.
The construction and forestry segment defines,
develops, and delivers a broad range of machines and technology solutions to unlock customer value on job sites, including earthmoving,
forestry, and roadbuilding production systems. The segment’s primary products include crawler dozers and loaders, four-wheel-drive
loaders, excavators, skid-steer loaders, milling machines, and log harvesters.
The products and services produced by the segments
above are marketed primarily through independent retail dealer networks and major retail outlets and, as it relates to roadbuilding products
in certain markets outside the U.S. and Canada, primarily through John Deere-owned sales and service subsidiaries.
The financial services segment includes
the operations of John Deere Capital Corporation and additional operations in the U.S., Canada, Brazil, China, India and Thailand.
The segment primarily finances sales and leases by John Deere dealers of new and used production and precision agriculture, small agriculture
and turf and construction and forestry equipment. In addition, it provides wholesale financing to dealers of the foregoing equipment,
finances retail revolving charge accounts and offers extended equipment warranties.
DEERE FUNDING CANADA CORPORATION
Deere Funding Canada Corporation is an indirect,
wholly-owned subsidiary of Deere & Company. Deere Funding Canada Corporation was incorporated under the Business Corporations
Act (Ontario) on April 27, 2020. Deere Funding Canada Corporation’s articles of incorporation have not been amended since
its incorporation. Deere & Company and its subsidiaries own all of the capital stock of Deere Funding Canada Corporation. Deere
Funding Canada Corporation’s registered and executive offices are located at 295 Hunter Road, P.O. Box 1000, Grimsby, Ontario,
Canada L3M 4H5.
Deere Funding Canada Corporation’s primary
corporate purpose is to obtain financing in public markets to fund the operations of Deere & Company’s affiliated companies
in Canada. Deere Funding Canada Corporation does not engage in any other business activities or operations.
USE OF PROCEEDS
Except as may be described otherwise in a prospectus
supplement or term sheet, Deere & Company will add the net proceeds from the sale of the securities under this prospectus to
its general funds and will use them for working capital and other general corporate purposes. The net proceeds may be applied initially
to the reduction of short-term indebtedness.
Deere Funding Canada
Corporation currently expects it will lend the net proceeds from the sale of any guaranteed debt securities offered by it to Deere &
Company and its subsidiaries and affiliates to be used for similar purposes.
PROSPECTUS
This prospectus is part of an automatic shelf registration
statement that Deere & Company filed with the SEC as a “well-known seasoned issuer,” as defined in Rule 405
under the Securities Act. Under the automatic shelf process, Deere & Company or Deere Funding Canada Corporation, as applicable,
may sell any combination of the following securities in one or more offerings:
| • | unsecured debt securities (“debt securities”) of Deere & Company, which may be either senior (the “senior
securities”) or subordinated (the “subordinated securities”); |
| • | unsecured senior debt securities issued by Deere Funding Canada Corporation
and fully and unconditionally guaranteed by Deere & Company (the “guaranteed debt securities”); |
| • | warrants to purchase debt securities of Deere & Company (“debt warrants”); |
| • | shares of preferred stock of Deere & Company (“preferred stock”); |
| • | depositary shares representing interests in shares of preferred stock of Deere & Company; |
| • | shares of common stock of Deere & Company (the “common stock”); |
| • | warrants to purchase common stock of Deere & Company; |
| • | currency warrants of Deere & Company; |
| • | indexed and other warrants of Deere & Company; and |
| • | stock purchase contracts and stock purchase units of Deere & Company. |
The terms of the securities will be determined at the time of offering.
Unless the context otherwise requires, we will
refer to the debt securities to be issued by Deere & Company and the guaranteed debt securities to be issued by Deere Funding
Canada Corporation collectively as the “debt securities” or “Notes.” We will refer to the debt securities, debt
warrants, preferred stock, depositary shares, common stock, warrants to purchase common stock, currency warrants, indexed warrants and
other warrants, stock purchase contracts, stock purchase units or any combination of those securities, proposed to be sold under this
prospectus and an accompanying prospectus supplement or term sheet, as the “offered securities.” The offered securities, together
with any debt securities, preferred stock, common stock or other securities issuable upon exercise of warrants or conversion or exchange
of other offered securities, will be referred to as the “securities.”
We may also add to and offer additional securities,
including securities to be sold by selling security holders, by filing a prospectus supplement or term sheet with the SEC at the time
of the offer.
We are responsible for the information contained
in or incorporated by reference in this prospectus or any prospectus supplement or term sheet. We have not authorized any other person
to provide you with different or additional information. We are not making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement or
term sheet, or any documents incorporated by reference, is accurate only as of the date on the front cover of the applicable document.
Our business, financial condition, liquidity, results of operations and prospects may have changed since then.
PROSPECTUS SUPPLEMENT OR TERM SHEET
This prospectus provides you with a general description
of the securities that we may offer. Each time we sell securities, we will provide a prospectus supplement or term sheet that will contain
specific information about the terms of that offering. The prospectus supplement or term sheet may also add to, update or change information
contained in this prospectus, and accordingly, to the extent inconsistent, information in this prospectus is superseded by the information
in the prospectus supplement or term sheet. You should read both this prospectus and any prospectus supplement or term sheet together
with the additional information described under the heading “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference.”
The prospectus supplement or term sheet to be attached
to the front of this prospectus will describe: the terms of the securities offered, any initial public offering price, the price paid
to us for the securities, the net proceeds to us, the manner of distribution and any underwriting compensation and the other specific
material terms related to the offering of these securities.
For more detail on the terms of the securities,
you should read the exhibits filed with or incorporated by reference in our registration statement of which this prospectus forms a
part.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities in one or more distinct
series. This section summarizes the material terms of the debt securities that are common to all series. Most of the financial terms and
other specific material terms of any series of debt securities that we offer will be described in a prospectus supplement or term sheet
to be attached to the front of this prospectus. Furthermore, since the terms of specific debt securities may differ from the general information
we have provided below, you should rely on information in the prospectus supplement or term sheet that contradicts different information
below.
As required by federal law for all bonds and notes
of companies that are publicly offered, the debt securities are governed by a document called an “indenture.” An indenture
is a contract between us and a financial institution acting as trustee on your behalf. The trustee has two main roles. First, the trustee
can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described
in the second paragraph under “Events of Default—Remedies if an Event of Default Occurs.” Second, the trustee performs
certain administrative duties for us.
Senior and subordinated securities will be issued
by Deere & Company under an indenture dated as of September 25, 2008, as supplemented from time to time (the “Deere
indenture”), between Deere & Company and The Bank of New York Mellon, trustee (the “trustee”). Guaranteed debt
securities will be issued by Deere Funding Canada Corporation, under an indenture, dated as of June 15, 2020 as supplemented from
time to time (the “guaranteed debt indenture”), among Deere Funding Canada Corporation, Deere & Company, as guarantor,
and The Bank of New York Mellon, as trustee (the “guaranteed debt trustee”).
The term “trustee” refers to the trustee
or the guaranteed debt trustee, as appropriate. We will refer to the Deere indenture and the guaranteed debt indenture collectively as
the “indentures.” The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended (the “TIA”).
Because this section is a summary, it does not
describe every aspect of the debt securities and the indentures. We urge you to read the indenture that governs your debt securities because
it, and not this description, defines your rights as a holder of debt securities. For example, in this section, we use capitalized words
to signify terms that are specifically defined in the indentures. Some of the definitions are repeated in this prospectus, but for the
rest you will need to read the indentures. The form of each indenture is incorporated by reference as an exhibit to this registration
statement.
General
Each series of debt securities will be unsecured
obligations of Deere & Company or Deere Funding Canada Corporation, as applicable. The senior securities and the guaranteed debt
securities will rank equally with all other unsecured and unsubordinated indebtedness of Deere & Company or Deere Funding Canada
Corporation as applicable. The subordinated securities will be subordinated in right of payment to the prior payment in full of the Senior
Indebtedness of Deere & Company as described under “—Provisions Applicable to the Deere Indenture—Subordination.”
Each indenture provides that any debt securities
proposed to be sold under this prospectus and the attached prospectus supplement or term sheet (“offered debt securities”)
and any debt securities issuable upon the exercise of debt warrants or upon conversion or exchange of other offered securities (“underlying
debt securities”), as well as other unsecured debt securities, may be issued under that indenture in one or more series.
You should read the prospectus supplement or term
sheet for the material terms of the offered debt securities and any underlying debt securities, including the following:
| • | The title of the debt securities and whether the debt securities will
be senior securities or subordinated securities of Deere & Company or guaranteed debt securities of Deere Funding Canada Corporation. |
| • | The total principal amount of the debt securities and any limit on the total principal amount of debt securities of the series. |
| • | If not the principal amount of the debt securities, the portion of the principal amount payable upon acceleration of the maturity
of the debt securities or how this portion will be determined. |
| • | The date or dates, or how the date or dates will be determined or extended, when the principal of the debt securities will be payable. |
| • | The interest rate or rates, which may be fixed or variable, that the debt securities will bear, if any, or how the rate or rates will
be determined, the date or dates from which any interest will accrue or how the date or dates will be determined, the interest payment
dates, any record dates for these payments and the basis upon which interest will be calculated if other than that of a 360-day year of
twelve 30-day months. |
| • | Any optional redemption provisions. |
| • | Any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities. |
| • | The form in which we will issue the debt securities, if other than in registered book-entry only form represented by global securities;
whether we will have the option of issuing debt securities in “certificated” form; whether there is the option of issuing
certificated debt securities in bearer form if we issue the securities outside the United States to non-U.S. persons; any restrictions
on the offer, sale or delivery of bearer securities and the terms, if any, upon which bearer securities of the series may be exchanged
for registered securities of the series and vice versa (if permitted by applicable laws and regulations). |
| • | If other than U.S. dollars, the currency or currencies in which the debt securities are denominated and/or payable. |
| • | Whether the amount of payments of principal of, premium, if any, or interest on the debt securities will be determined with reference
to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and
how these amounts will be determined. |
| • | The place or places, if any, other than or in addition to The City of New York, of payment, transfer, conversion and/or exchange of
the debt securities. |
| • | If other than denominations of U.S.$1,000 or any integral multiple in the case of registered securities issued in certificated form
and U.S.$5,000 in the case of non-registered securities issued in bearer form, the denominations in which the offered debt securities
will be issued. |
| • | If the provisions of the applicable indenture described under “defeasance” are inapplicable and any provisions in modification
of, in addition to or in lieu of any of these provisions. |
| • | Whether and under what circumstances we will pay additional amounts, as contemplated by the applicable indenture, in respect of any
tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional
amounts (and the terms of this option). |
| • | Any provisions granting special rights to the holders of the debt securities upon the occurrence of specified events. |
| • | Whether the securities issued under the guaranteed debt indenture will
be entitled to the benefit of the guarantee afforded by the guaranteed debt indenture or, if not, the form of guarantee. |
| • | Any changes or additions to the Events of Default or covenants contained in the applicable indenture. |
| • | Whether the debt securities will be convertible into or exchangeable for any other securities and the applicable terms and conditions. |
| • | Any other material terms of the debt securities. |
For purposes of this prospectus, any reference
to the payment of principal of, premium, if any, or interest on debt securities will include additional amounts if required by the terms
of the debt securities.
Neither of the indentures limits the amount of
debt securities that may be issued thereunder from time to time. Debt securities issued under each of the Deere indenture or the guaranteed
debt indenture, when a single trustee is acting for all debt securities issued under each of the Deere indenture or the guaranteed debt
indenture, are called the “indenture securities.” Each indenture also provides that there may be more than one trustee thereunder,
each with respect to one or more different series of indenture securities. See “—Resignation of Trustee” below. At a
time when two or more trustees are acting under any indenture, each with respect to only certain series, the term “indenture securities”
means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more
than one trustee under any indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to
the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under either indenture, then
the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.
The indentures do not contain any provisions that
give you protection in the event we issue a large amount of debt or we are acquired by another entity.
We refer you to the prospectus supplement or term
sheet for information with respect to any deletions from, modifications of or additions to the Events of Default or our covenants that
are described below, including any addition of a covenant or other provision providing event risk or similar protection.
We have the ability to issue indenture securities
with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a
previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted
when that series was created.
Unless otherwise specified in the applicable prospectus
supplement or term sheet, the debt securities will be denominated in U.S. dollars and all payments on the debt securities will be made
in U.S. dollars. For further information regarding Foreign Currency Notes (as defined below), see “Risk Factors” and “Special
Provisions Relating to Foreign Currency Notes.”
Payment of the purchase price of the debt securities
must be made in immediately available funds.
As used in this prospectus, “Business Day”
means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York; provided, however, that, with respect to Foreign
Currency Notes, the day is also not a day on which commercial banks are authorized or required by law, regulation or executive order to
close in the Principal Financial Center (as defined below) of the country issuing the specified currency; and provided further
that, with respect to debt securities as to which EURIBOR is an applicable interest rate basis, the day is also a London Business Day.
For debt securities denominated in euro, the term Business Day means any day that is not a Saturday or Sunday, and is also a day on which
the Trans-European Automated Real Time Gross Settlement Express Transfer System (“TARGET”) is operating, which we will refer
to as a “TARGET Business Day.” For SOFR Notes, “U.S. Government Securities Business Day” means a day other than
a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments
of its members be closed for the entire day for purposes of trading in U.S. government securities.
“Foreign Currency Notes” means debt
securities denominated or payable in a specified currency other than U.S. dollars.
“London Business Day” means a day on
which commercial banks are open for business in London.
“Principal Financial Center” means the
capital city of the country issuing the specified currency, except that the term “Principal Financial Center” means the following
cities in the case of the following currencies:
| Currency |
|
Principal Financial Center |
| U.S. dollars |
|
The City of New York |
| Australian dollars |
|
Sydney |
| Canadian dollars |
|
Toronto |
| New Zealand dollars |
|
Auckland |
| South African rand |
|
Johannesburg |
| Swiss francs |
|
Zurich |
The authorized denominations of debt securities
denominated in U.S. dollars will be integral multiples of U.S.$1,000. The authorized denominations of Foreign Currency Notes will be set
forth in the applicable prospectus supplement or term sheet.
Provisions Applicable to the Deere Indenture
If the debt securities to be offered are subordinated,
unless otherwise or more fully described in the related prospectus supplement or term sheet, the following provisions will apply.
Subordination
Upon any distribution of Deere & Company’s
assets upon any dissolution, winding up, liquidation or reorganization, whether in bankruptcy, insolvency, reorganization or receivership
proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Deere &
Company or otherwise, the holders of all Senior Indebtedness are entitled to receive payment in full of the principal thereof (and premium,
if any) and interest due thereon before the Holders of the subordinated securities are entitled to receive any payment upon the principal
(or premium, if any) or interest, if any, on indebtedness evidenced by the subordinated securities, but Deere & Company’s
obligation to make payment of the principal of, premium, if any, and interest on the subordinated securities will not otherwise be affected.
In addition, no payment on account of principal of, premium, if any, sinking fund or interest may be made on the subordinated securities
at any time unless full payment of all amounts due in respect of the principal of, premium, if any, sinking fund and interest on Senior
Indebtedness has been made or duly provided for in money or money’s worth.
In the event that, notwithstanding the foregoing,
any payment by Deere & Company is received by the trustee or the holders of any of the subordinated securities before all Senior
Indebtedness is paid in full, any payment or distribution of assets of Deere & Company of any kind or character, whether in cash,
property or securities, to which the holders of the subordinated securities or the trustee would be entitled shall be paid by the liquidating
trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, must be paid over directly to the holders of the Senior Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments evidencing any of such the Senior Indebtedness the Senior Indebtedness
held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Subject to the payment in full of all Senior
Indebtedness upon this distribution by Deere & Company, the holders of the subordinated securities will be subrogated to the
rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive
share of the subordinated securities.
By reason of this subordination, in the event of
a distribution of Deere & Company’s assets upon its insolvency, certain of Deere & Company’s general creditors
may recover more, ratably, than holders of the subordinated securities. The Deere indenture provides that these subordination provisions
will not apply to money and securities held in trust under the defeasance provisions of the Deere indenture.
Senior Indebtedness is defined in the Deere indenture
as the principal of, premium, if any, and interest on:
| • | Deere & Company’s indebtedness (including indebtedness of others guaranteed by Deere & Company), whenever
created, incurred, assumed or guaranteed, for money borrowed other than the subordinated securities issued under the Deere indenture,
unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness
is not senior or prior in right of payment to the subordinated securities, and |
| • | renewals, extensions, modifications and refundings of any such indebtedness. |
If this prospectus is being delivered in connection
with the offering of a series of subordinated securities, the accompanying prospectus supplement or term sheet will set forth the approximate
amount of our Senior Indebtedness outstanding as of a recent date.
Provisions Applicable to the Guaranteed Debt Indenture
Full and Unconditional Guarantee by Deere & Company
of Deere Funding Canada Corporation Debt Securities
All guaranteed debt securities issued by
Deere Funding Canada Corporation will be fully and unconditionally guaranteed under a guarantee by Deere & Company of the
payment of principal of, premium, if any, and interest on and “additional amounts” with respect to these debt securities
when due, whether at maturity or otherwise. For a discussion of the payment of “additional amounts,” please see
“—Payment of Additional Amounts with Respect to the Guaranteed Debt Securities” below. Under the terms of the full
and unconditional guarantee, holders of the guaranteed debt securities will not be required to exercise their remedies against Deere
Funding Canada Corporation before they proceed directly against Deere & Company.
Payment of Additional Amounts with Respect to the Guaranteed
Debt Securities
Unless otherwise indicated in the applicable
prospectus supplement or term sheet, all amounts of principal of, premium, if any, and interest on any guaranteed debt securities
will be paid by Deere Funding Canada Corporation without deduction or withholding for any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed by or levied by or on behalf of the government of Canada (or, in the
case of a successor to Deere Funding Canada Corporation, of the jurisdiction in which such successor is organized) or any political
subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by
Canada (or such successor person’s jurisdiction). If deduction or withholding of any of these charges is required by Canada,
or by a jurisdiction in which a successor to Deere Funding Canada Corporation is organized, Deere Funding Canada Corporation will
pay as additional interest any additional amounts necessary to make the net amount paid to the affected holders equal the amount the
holders would have received in the absence of the deduction or withholding. However, these “additional amounts” will not
include:
| • | the amount of any tax, duty, assessment or other governmental charge imposed by United States or any political subdivision or taxing
authority thereof or therein; |
| • | the amount of any tax, duty, assessment or other governmental charge which would not have been imposed but for: |
| • | the existence of any present or former connection between the holder,
beneficial owner or a third party on behalf of a holder or beneficial owner, by reason of its (or between a fiduciary, settlor, beneficiary
member, shareholder or possessor of a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust,
partnership or corporation) having some present or former connection with Canada (or, in the case of a successor to Deere Funding Canada
Corporation, of the jurisdiction in which such successor is organized) (including being or having been a citizen or resident of Canada
(or such successor’s jurisdiction) or being or having been engaged in a trade or business or present therein or having or having
had a permanent establishment therein) other than the mere holding or ownership of such guaranteed debt security; or |
| • | the holder presented the guaranteed debt security for payment more than 30 days after the date on which the relevant payment
became due or was provided for, whichever is later; |
| • | the amount of any tax, duty, assessment or other governmental charge that is payable otherwise than by deduction or withholding from
a payment on the principal of any premium or interest on the guaranteed debt securities; |
| • | any amount of any tax, duty, assessment or other charge required to be withheld by a paying agent from a payment on a guaranteed debt
security, if such payment can be made without such withholding by any other paying agent; |
| • | any amount of any tax, duty, assessment or other governmental charge
that is imposed or withheld by reason of the failure to comply by the holder or the beneficial owner of a guaranteed debt security with
a request of Deere Funding Canada Corporation or Deere & Company addressed to the holder to provide information concerning the
nationality, residence or identity of the holder or such beneficial owner or to make any declaration or other similar claim or satisfy
any information or reporting requirement if such compliance is required or imposed by statute, treaty, regulation or administrative practice
of Canada or the United States as a precondition to exemption from all or part of such tax, duty, assessment or other charge; |
| • | any withholding or deduction which has been imposed on a payment to a holder or a
beneficial owner of the guaranteed debt securities and is required to be made pursuant to the laws of Canada (or a political subdivisdion
thereof) in effect on the date the applicable guaranteed debt securities were issued by Deere Funding Canada Corporation; |
| • | the amount of any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, duty, assessment or governmental
charge; or |
| • | any combination of the taxes, duties, assessments or other governmental charges described above. |
Additionally, additional amounts shall not be paid
with respect to any payment in respect of any guaranteed debt security to any holder who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would be required by the laws of Canada (or any political subdivision
or taxing authority thereof or therein) (or in the case of a successor person to Deere Funding Canada Corporation of the jurisdiction
in which such successor person is organized or any political subdivision or taxing authority thereof or therein) to be included in the
income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to such additional amounts had it been the holder of such guaranteed debt security.
The prospectus supplement or term sheet will describe
any additional circumstances under which additional amounts will not be paid with respect to guaranteed debt securities.
Optional Tax Redemption
Unless otherwise indicated in the applicable prospectus
supplement or term sheet, except in the case of guaranteed debt securities that have a variable rate of interest and that may be redeemed
on any interest payment date, Deere Funding Canada Corporation may redeem each series of guaranteed debt securities at its option in whole
but not in part at any time, if:
| • | Deere Funding Canada Corporation or Deere & Company would
be required to pay additional amounts, as a result of any change in the tax laws of Canada or any jurisdiction in which a successor to
the applicable issuer is organized (or any political subdivision or taxing authority thereof or therein), that becomes effective on or
after the date of issuance of that series, as explained above under “Payment of Additional Amounts with Respect to the Guaranteed
Debt Securities,” or |
| • | as a result of any change in any treaty affecting taxation to which
Canada, or any jurisdiction in which a successor to Deere Funding Canada Corporation is organized (or any political subdivision or taxing
authority thereof or therein), is a party that becomes effective on or after a date on which Deere & Company or a subsidiary
thereof borrows money from Deere Funding Canada Corporation, Deere & Company or such subsidiary would be required to deduct or
withhold tax on any payment to the issuer to enable it to make any payment of principal, premium, if any, or interest. |
Except in the case of outstanding original issue
discount guaranteed debt securities, which may be redeemed at the redemption price specified by the terms of that series of guaranteed
debt securities, the redemption price will be equal to the principal amount plus accrued interest to the date of redemption.
In both of these cases, however, we will not be
permitted to redeem a series of guaranteed debt securities if we can avoid either the payment of additional amounts, or deductions or
withholding, as the case may be, by using reasonable measures available to us.
Provisions Applicable to Both Indentures
Issuance of Securities in Registered Form
We may issue the debt securities in registered
form, in which case we may issue them either in book-entry only form or in “certificated” form. Debt securities issued in
book-entry only form will be represented by global securities. We expect that we will usually issue debt securities in book-entry only
form represented by global securities. The trustee shall maintain a register of the securities that are issued at its offices.
We also will have the option of issuing debt securities
in non-registered form as bearer securities if we issue the securities outside the United States to non-U.S. persons. In that case, the
prospectus supplement or term sheet will set forth the mechanics for holding the bearer securities, including the procedures for receiving
payments, for exchanging the bearer securities for registered securities of the same series, and for receiving notices. The prospectus
supplement or term sheet will also describe the requirements with respect to our maintenance of offices or agencies outside the United
States and the applicable U.S. federal tax law requirements.
Book-Entry
Holders. We will issue registered debt securities in book-entry only form, unless we specify otherwise in the applicable
prospectus supplement or term sheet. This means debt securities will be represented by one or more global securities registered in the
name of a depositary that will hold them on behalf of financial institutions that participate in the depositary’s book-entry system.
These participating institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These
institutions may hold these interests on behalf of themselves or customers.
Under each indenture, only the person in whose
name a debt security is registered is recognized as the holder of that debt security. Consequently, for debt securities issued in global
form, we will recognize only the depositary as the holder of the debt securities and we will make all payments on the debt securities
to the depositary. The depositary will then pass along the payments it receives to its participants, which in turn will pass the payments
along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with
one another or with their customers; they are not obligated to do so under the terms of the debt securities.
As a result, investors will not own debt securities
directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that
participates in the depositary’s book-entry system or holds an interest through a participant. As long as the debt securities are
issued in global form, investors will be indirect holders, and not holders, of the debt securities.
Street
Name Holders. In the future, we may issue debt securities in certificated form or terminate a global security. In these
cases, investors may choose to hold their debt securities in their own names or in “street name.” Debt securities held in
street name are registered in the name of a bank, broker or other financial institution chosen by the investor, and the investor would
hold a beneficial interest in those debt securities through the account he or she maintains at that institution.
For debt securities held in street name, we will
recognize only the intermediary banks, brokers and other financial institutions in whose names the debt securities are registered as the
holders of those debt securities and we will make all payments on those debt securities to them. These institutions will pass along the
payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements
or because they are legally required to do so. Investors who hold debt securities in street name will be indirect holders, and not holders,
of the debt securities.
Legal
Holders. Our obligations, as well as the obligations of the applicable trustee and those of any third parties employed
by us or the applicable trustee, run only to the legal holders of the debt securities. We do not have obligations to investors who hold
beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses
to be an indirect holder of a debt security or has no choice because we are issuing the debt securities only in global form.
For example, once we make a payment or give a notice
to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary
participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if we want to obtain the
approval of the holders for any purpose (for example, to amend an indenture or to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of an indenture), we would seek the approval only from the holders, and not the indirect
holders, of the debt securities. Whether and how the holders contact the indirect holders is up to the holders.
When we refer to you, we mean those who invest
in the debt securities being offered by this prospectus, whether they are the holders or only indirect holders of those debt securities.
When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest.
Special
Considerations for Indirect Holders. If you hold debt securities through a bank, broker or other financial institution,
either in book-entry only form or in street name, we urge you to check with that institution to find out:
| • | how it handles securities payments and notices; |
| • | whether it imposes fees or charges; |
| • | how it would handle a request for the indirect holder’s consent, if ever required; |
| • | whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted
in the future for a particular series of debt securities; |
| • | how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act
to protect their interests; and |
| • | if the debt securities are in book-entry only form, how the depositary’s rules and procedures will affect these matters. |
Global Securities
What
is a Global Security? As noted above, we usually will issue debt securities as registered securities in book-entry only
form. A global security represents one or any other number of individual debt securities. Generally, all debt securities represented by
the same global securities will have the same terms.
Each debt security issued in book-entry only form
will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that
we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable
prospectus supplement or term sheet, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt
securities issued in book-entry only form.
A global security may not be transferred to or
registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those
situations below under “Special Situations When a Global Security Will Be Terminated.” As a result of these arrangements,
the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security,
and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an
account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution
that has an account with the depositary. Thus, an investor whose security is represented by a global security will not be a holder of
the debt security, but only an indirect holder of a beneficial interest in the global security.
Special
Considerations for Global Securities. As an indirect holder, an investor’s rights relating to a global security will
be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating
to securities transfers. The depositary that holds the global security will be considered the holder of the debt securities represented
by the global security.
If debt securities are issued only in the form
of a global security, an investor should be aware of the following:
| • | An investor cannot cause the debt securities to be registered in his or her name, and cannot obtain non-global certificates for his
or her interest in the debt securities, except in the special situations we describe below. |
| • | An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection
of his or her legal rights relating to the debt securities, as we describe under “Issuance of Securities in Registered Form”
above. |
| • | An investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required
by law to own their securities in non-book-entry only form. |
| • | An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the
debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective. |
| • | The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters
relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any
way. |
| • | If we redeem less than all the debt securities of a particular series or tranche being redeemed, DTC’s practice is to determine
by lot the amount to be redeemed from each of its participants holding that series or tranche. |
| • | An investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant,
to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt
securities, on DTC’s records, to the applicable trustee. |
| • | DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available
funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security. |
| • | Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest
in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities.
There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible
for the actions of any of those intermediaries. |
Special
Situations When a Global Security Will Be Terminated. In a few special situations described below, a global security will
be terminated and interests in it will be exchanged for certificates in non-global form (certificated securities). After that exchange,
the choice of whether to hold the certificated debt securities directly or in street name will be up to the investor. Investors must consult
their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names,
so that they will be holders. We have described the rights of holders and street name investors under “Issuance of Securities in
Registered Form” above.
The special situations for termination of a global
security are as follows:
| • | if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security,
and we do not appoint another institution to act as depositary within 60 days; |
| • | if we notify the trustee that we wish to terminate that global security (subject to DTC’s procedures); or |
| • | if an Event of Default has occurred with regard to the debt securities represented by that global security and has not been cured
or waived; we discuss defaults later under “Events of Default.” |
The prospectus supplement or term sheet may list
situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus
supplement or term sheet. If a global security is terminated, only the depositary, and not we or the applicable trustee, is responsible
for deciding the institutions in whose names the debt securities represented by the global security will be registered and, therefore,
who will be the holders of those debt securities.
Payment and Paying Agents
We will pay interest to the person listed in the
applicable trustee’s records as the owner of the debt security at the close of business on a particular day in advance of each due
date for interest, even if that person no longer owns the debt security on the interest due date. That day, usually about two weeks in
advance of the interest due date, is called the “record date.” Because we will pay all the interest for an interest period
to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase
price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller
based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued
interest.”
Except as set forth in the indentures and as described
below under “—Defeasance—Covenant Defeasance” and “—Defeasance—Full Defeasance,” upon
deposit of payment in full with the trustee or paying agent for the benefit of the holders of such securities, our payment obligations
with respect to the debt securities of such series are extinguished, regardless of whether the trustee’s or paying agent’s
payment to holders is thereafter prohibited or otherwise restricted.
Payments
on Global Securities. We will make payments on a global security in accordance with the applicable policies of the depositary
as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any
indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed
by the rules and practices of the depositary and its participants, as described under “Global Securities—What Is a Global
Security?”
Payments
on Certificated Securities. We will make payments on a debt security in non-global certificated form as follows. We will
pay interest that is due on an Interest Payment Date (as defined below) by check sent on the Interest Payment Date to the holder at his
or her address shown on the applicable trustee’s records as of the close of business on the Regular Record Date (defined below).
We will make all payments of principal and premium, if any, by check at the office of the applicable trustee in New York, NY and/or at
other offices that may be specified in the prospectus supplement or term sheet or in a notice to holders, against surrender of the debt
security.
Alternatively, if the holder asks us to do so,
we will pay any amount that becomes due on the debt security by wire transfer of immediately available funds to an account at a bank in
The City of New York on the due date. To request payment by wire, the holder must give the applicable trustee or other paying agent appropriate
transfer instructions at least 15 business days before the requested wire payment is due. In the case of any interest payment due on an
Interest Payment Date, the instructions must be given by the person who is the holder on the relevant Regular Record Date. Any wire instructions,
once properly given, will remain in effect unless and until new instructions are given in the manner described above.
Payment
When Offices Are Closed. If any payment is due on a debt security on a day that is not a Business Day, we will make the
payment on the next day that is a Business Day. Payments made on the next Business Day in this situation will be treated under the indentures
as if they were made on the original due date, except as otherwise indicated in the attached prospectus supplement or term sheet. Such
payment will not result in a default under any debt security or indenture, and no interest will accrue on the payment amount from the
original due date to the next day that is a Business Day.
Book-entry and other indirect holders should
consult their banks or brokers for information on how they will receive payments on their debt securities.
Optional Redemption, Repayment and Repurchase
The prospectus supplement or term sheet for a debt
security will indicate whether Deere & Company or Deere Funding Canada Corporation will have the option to redeem the debt security
issued by it before the stated maturity and the price and date(s) or period(s) on which or during which redemption may occur.
If we are allowed to redeem a debt security, we may exercise the option by notifying the trustee and the paying agent at least 60 days
prior to the redemption date. At least 30 but not more than 60 days before the redemption date, the trustee will mail notice or cause
the paying agent to mail notice of redemption to the holders. If a debt security is only redeemed in part, we will issue a new debt security
or debt securities for the unredeemed portion.
Unless otherwise specified in the applicable prospectus
supplement or term sheet, any right granted to Deere & Company or Deere Funding Canada Corporation to optionally redeem a debt
security issued by it will be in addition to its right to redeem a debt security in the event certain tax events occur, to the extent
set forth above under “—Optional Tax Redemption.”
The prospectus supplement or term sheet relating
to a debt security will also indicate whether you will have the option to elect repayment by the applicable issuer prior to the stated
maturity and the price and the date(s) or period(s) on which or during which repayment may occur.
For a debt security to be repaid at your election,
we must receive, at least 30 but not more than 45 days prior to an optional repayment date, if in certificated form, such debt security
with the form entitled “Option to Elect Repayment” on the reverse of the debt security duly completed. You may also send the
paying agent a facsimile or letter from a member of a national securities exchange or the Financial Industry Regulatory Authority (“FINRA”)
or a commercial bank or trust company in the United States describing the particulars of the repayment, including a guarantee that the
debt security and the form entitled “Option to Elect Repayment” will be received by the paying agent no later than five Business
Days after such facsimile or letter. If you present a debt security for repayment, such act will be irrevocable. You may exercise the
repayment option for less than the entire principal of the debt security, provided the remaining principal outstanding is an authorized
denomination. If you elect partial repayment, your debt security will be cancelled, and we will issue a new debt security or debt securities
for the remaining amount.
DTC or its nominee will be the holder of each global
security and will be the only party that can exercise a right of repayment. If you are a beneficial owner of a global security and you
want to exercise your right of repayment, you must instruct your broker or indirect participant through which you hold your interest to
notify DTC. You should consult your broker or such indirect participant to discuss the appropriate cut-off times and any other requirements
for giving this instruction. The giving of any such instruction will be irrevocable.
If a debt security is an original issue discount
debt security (“OID Note”) (other than an Indexed Note, as defined below), the amount payable in the event of redemption or
repayment prior to its stated maturity will be the amortized face amount on the redemption or repayment date, as the case may be. The
amortized face amount of an OID Note will be equal to (i) the issue price specified in the applicable prospectus supplement or term
sheet plus (ii) that portion of the difference between the issue price and the principal amount of the debt security that has accrued
at the yield to maturity described in the prospectus supplement or term sheet (computed in accordance with generally accepted U.S. bond
yield computation principles) by the redemption or repayment date. However, in no case will the amortized face amount of an OID Note exceed
its principal amount.
We may at any time purchase debt securities at
any price in the open market or otherwise. We may hold, resell or surrender for cancellation any debt securities that we purchase.
Conversion and Exchange
If any debt securities are convertible into or
exchangeable for other securities, the prospectus supplement or term sheet will explain the terms and conditions of the conversion or
exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the
period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting
the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying
debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders
of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time
stated in the prospectus supplement or term sheet.
Interest and Interest Rates
Each debt security will begin to accrue interest
from the date it is originally issued or from a date specified in the prospectus supplement or term sheet. The related prospectus supplement
or term sheet will specify each debt security as a Fixed Rate Note, a Floating Rate Note, an Amortizing Note or an Indexed Note and set
forth the interest rate or describe the method of determining the interest rate, including any Spread and/or Spread Multiplier. For an
Indexed Note, the related prospectus supplement or term sheet also will describe the method for the calculation and payment of principal
and interest. The prospectus supplement or term sheet for a Floating Rate Note or Indexed Note may also specify a maximum and a minimum
interest rate. Unless otherwise specified in the related prospectus supplement or term sheet, the minimum interest rate for each relevant
interest reset period on a Floating Rate Note shall be zero percent.
A debt security may be issued as a Fixed Rate Note
or a Floating Rate Note or as a Note that combines fixed and floating rate terms.
Each interest payment on a debt security will include
interest accrued from, and including, the issue date, a specified date or the last Interest Payment Date, as the case may be, to but excluding
the applicable Interest Payment Date or the Maturity Date (as defined below), as the case may be.
Interest on the debt securities denominated in
U.S. dollars will be paid by check sent on an Interest Payment Date other than a Maturity Date to the persons entitled thereto at the
addresses of such holders as they appear in the security register or, at our option, by wire transfer to a bank account maintained by
the holder. The principal of, premium, if any, and interest on debt securities denominated in U.S. dollars, together with interest accrued
and unpaid thereon, due on the Maturity Date will be paid in immediately available funds upon surrender of such debt securities at the
corporate trust office of the applicable trustee in The City of New York, or, at our option, by wire transfer of immediately available
funds to an account with a bank designated at least 15 calendar days prior to the Maturity Date by the applicable registered holder, provided
the particular bank has appropriate facilities to receive these payments and the particular debt security is presented and surrendered
at the office or agency maintained by us for this purpose in The City of New York, in time for the trustee to make these payments in accordance
with its normal procedures.
Fixed Rate Notes
The prospectus supplement or term sheet for debt
securities with a fixed interest rate (“Fixed Rate Notes”) will specify a fixed interest rate payable semiannually in arrears
on dates specified in such prospectus supplement or term sheet (each, with respect to Fixed Rate Notes, an “Interest Payment Date”).
Unless otherwise specified in a prospectus supplement or term sheet, interest on Fixed Rate Notes will be computed on the basis of a 360-day
year of twelve 30-day months. If the stated maturity date, any redemption date or any repayment date (together referred to as the “Maturity
Date”) or an Interest Payment Date for any Fixed Rate Note is not a Business Day, principal of, premium, if any, and interest on
that Note will be paid on the next Business Day, and no interest will accrue from and after the Maturity Date or Interest Payment Date
on the payment so deferred. Interest on Fixed Rate Notes will be paid to holders of record as of each Regular Record Date. Unless otherwise
specified in a prospectus supplement or term sheet, a “Regular Record Date” will be the fifteenth calendar day (whether or
not a Business Day) preceding the applicable Interest Payment Date.
Original Issue Discount Notes
We may issue OID Notes (including zero coupon debt
securities), which are debt securities issued at a discount from the principal amount payable on the Maturity Date. There may not be any
periodic interest payments on OID Notes. For OID Notes, interest normally accrues during the life of the Note and is paid on the Maturity
Date. Upon a redemption, repayment or acceleration of the maturity of an OID Note, the amount payable will be determined as set forth
under “—Optional Redemption, Repayment and Repurchase.” This amount normally is less than the amount payable on the
stated maturity date.
Amortizing Notes
We may issue amortizing debt securities, which
are Fixed Rate Notes for which combined principal and interest payments are made in installments over the life of each debt security (“Amortizing
Notes”). Payments on Amortizing Notes are applied first to interest due and then to the reduction of the unpaid principal amount.
The related prospectus supplement or term sheet for an Amortizing Note will include a table setting forth repayment information.
Floating Rate Notes
Each debt security whose interest is determined
by reference to an interest rate basis or formula is referred to herein as a “Floating Rate Note.” That basis or formula may
be based on:
| • | the Commercial Paper Rate; |
| • | the Eleventh District Cost of Funds Rate; or |
| • | another negotiated interest rate basis or formula. |
The prospectus supplement or term sheet will also
indicate any Spread and/or Spread Multiplier, which would be applied to the interest rate formula to determine the interest rate. Any
Floating Rate Note may have a maximum or minimum interest rate limitation. In addition to any maximum interest rate limitation, the interest
rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law, as the same may be modified
by United States law of general application.
We will appoint a calculation agent to calculate
interest rates on the Floating Rate Notes. Unless we identify a different party in the prospectus supplement or term sheet, the paying
agent will be the calculation agent for each Note.
Unless otherwise specified in a prospectus supplement
or term sheet, the “Calculation Date,” if applicable, relating to an Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day, or
(ii) the Business Day immediately preceding the relevant Interest Payment Date or the Maturity Date, as the case may be.
Upon the request of the beneficial holder of any
Floating Rate Note, the calculation agent will provide the interest rate then in effect, to the extent then known and, if different, when
available, the interest rate that will become effective on the next Interest Reset Date (as defined below) for the Floating Rate Note.
Change
of Interest Rate. The interest rate on each Floating Rate Note may be reset daily, weekly, monthly, quarterly, semiannually,
annually or on some other specified basis. This period is an “Interest Reset Period” and the first day of each Interest Reset
Period is an “Interest Reset Date.” Unless otherwise specified in a prospectus supplement or term sheet, the Interest Reset
Date will be:
| • | for Notes with interest that resets daily, each Business Day; |
| • | for Notes (other than Treasury Rate Notes) with interest that resets weekly, Wednesday of each week; |
| • | for Treasury Rate Notes with interest that resets weekly, Tuesday of each week; |
| • | for Notes with interest that resets monthly, the third Wednesday of each month; |
| • | for Notes with interest that resets quarterly, the third Wednesday of March, June, September and December of each year; |
| • | for Notes with interest that resets semiannually, the third Wednesday of each of the two months of each year indicated in the applicable
prospectus supplement or term sheet; and |
| • | for Notes with interest that resets annually, the third Wednesday of the month of each year indicated in the applicable prospectus
supplement or term sheet. |
The related prospectus supplement or term
sheet will describe the initial interest rate or interest rate formula on each Note. That rate will be effective until the following
Interest Reset Date. Thereafter, the interest rate will be the rate determined on each Interest Determination Date. Each time a new
interest rate is determined, it becomes effective on the following Interest Reset Date. If any Interest Reset Date is not a Business
Day, then the Interest Reset Date is postponed to the next Business Day, except, in the case of SOFR Notes and EURIBOR Notes, if the
next Business Day is in the next calendar month, the Interest Reset Date is the immediately preceding Business Day.
Date
Interest Rate Is Determined. The Interest Determination Date for all SOFR Notes will be five U.S. Government Securities Business
Days preceding the Interest Payment Date for the applicable Interest Period.
The Interest Determination Date for EURIBOR Notes
will be the second TARGET Business Day immediately preceding the applicable Interest Reset Date.
The Interest Determination Date for Treasury Rate
Notes will be the day of the week in which the Interest Reset Date falls on which Treasury bills of the Index Maturity are normally auctioned.
The “Index Maturity” is the period to maturity of the instrument or obligation with respect to which the related interest
rate basis or formula will be calculated. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on Tuesday. Sometimes, the auction is held on the preceding Friday. If an auction is
held on the preceding Friday, that day will be the Interest Determination Date relating to the Interest Reset Date occurring in the next
week.
The Interest Determination Date for all Commercial
Paper Rate, Federal Funds Rate and Prime Rate Notes will be the first Business Day preceding the Interest Reset Date.
The Interest Determination Date for an Eleventh
District Cost of Funds Rate Note is the last Business Day of the month immediately preceding the applicable Interest Reset Date in which
the Federal Home Loan Bank of San Francisco published the applicable rate.
The Interest Determination Date relating to a Floating
Rate Note with an interest rate that is determined by reference to two or more interest rate bases (excluding SOFR) will be the most recent
Business Day which is at least two Business Days before the applicable Interest Reset Date for each interest rate for the applicable Floating
Rate Note on which each interest rate basis is determinable.
Payment
of Interest. Unless otherwise specified in a prospectus supplement or term sheet, interest is paid as follows:
| • | for Notes with interest that resets daily, weekly or monthly, on the third Wednesday of each month; |
| • | for Notes with interest payable quarterly, on the third Wednesday of March, June, September, and December of each year; |
| • | for Notes with interest payable semiannually, on the third Wednesday of each of the two months specified in the applicable prospectus
supplement or term sheet; |
| • | for Notes with interest payable annually, on the third Wednesday of the month specified in the applicable prospectus supplement or
term sheet (each of the above, with respect to Floating Rate Notes, an “Interest Payment Date”); and |
| • | at maturity, redemption or repayment. |
Except as set forth below under “Secured
Overnight Financing Rate Notes”, accrued interest on a Floating Rate Note will be payable beginning on the first Interest Payment
Date after its issue date to holders of record at the close of business on each Regular Record Date, which is the fifteenth day (whether
or not a Business Day) next preceding the applicable Interest Payment Date, unless the issue date falls after a Regular Record Date and
on or prior to the related Interest Payment Date, in which case payment will be made to holders of record at the close of business on
the Regular Record Date next preceding the second Interest Payment Date following the issue date. If an Interest Payment Date (but not
the Maturity Date) is not a Business Day then the Interest Payment Date will be postponed to the next Business Day. However, in the case
of EURIBOR Notes and SOFR Notes, if the next Business Day is in the next calendar month, the Interest Payment Date will be the immediately
preceding Business Day. If the Maturity Date of any Floating Rate Note is not a Business Day, principal of, premium, if any, and interest
on that Note will be paid on the next Business Day, and no interest will accrue from and after the Maturity Date on the payment so deferred.
Accrued interest on a Floating Rate Note is calculated
by multiplying the principal amount of a Note by an accrued interest factor. The accrued interest factor is the sum of the interest factors
calculated for each day in the period for which accrued interest is being calculated. The interest factor for each day is computed by
dividing the interest rate in effect on that day by (1) the actual number of days in the year, in the case of Treasury Rate Notes,
or (2) 360, in the case of other Floating Rate Notes. The interest factor for Floating Rate Notes for which the interest rate is
calculated with reference to two or more interest rate bases will be calculated in each period in the same manner as if only one of the
applicable interest rate bases applied. All percentages resulting from any calculation are rounded to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded upward. For example, 9.876545% (or .09876545) will be rounded
to 9.87655% (or .0987655). Dollar amounts used in the calculation are rounded to the nearest cent (with one-half cent being rounded upward).
Commercial
Paper Rate Notes. The “Commercial Paper Rate” for any Interest Determination Date is the Money Market Yield of
the rate on that date for commercial paper having the Index Maturity described in the related prospectus supplement or term sheet, as
published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, prior to 3:00 p.m.,
New York City time, on the Calculation Date for that Interest Determination Date under the heading “Commercial Paper—Nonfinancial.”
The following procedures will be followed if the
Commercial Paper Rate cannot be determined as described above:
| • | If that rate is not published in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time,
on the Calculation Date, then the calculation agent will determine the Commercial Paper Rate to be the Money Market Yield of the average
of the offered rates of three leading dealers of U.S. dollar commercial paper in New York City (which may include an agent or underwriter
or its affiliates) as of 11:00 a.m., New York City time, on that Interest Determination Date for commercial paper having the Index
Maturity described in the prospectus supplement or term sheet placed for an industrial issuer whose bond rating is “Aa,” or
the equivalent, from a nationally recognized statistical rating organization. The calculation agent will select the three dealers referred
to above (after consultation with us). |
| • | If fewer than three dealers selected by the calculation agent are quoting as mentioned above, the Commercial Paper Rate will remain
the Commercial Paper Rate then in effect on that Interest Determination Date. |
“H.15 Daily Update” means the daily
update of H.15 available through the website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases-h15,
or any successor site or publication.
“Money Market Yield” means a yield
(expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual number of days in the reset
period for which interest is being calculated.
EURIBOR
Notes. The “EURIBOR” for any Interest Determination Date is the offered rate for deposits in euro having the Index
Maturity specified in the applicable prospectus supplement or term sheet, beginning on the second TARGET Business Day after such EURIBOR
Interest Determination Date, as that rate appears on Reuters Page EURIBOR01 as of 11:00 a.m., Brussels time, on such EURIBOR
Interest Determination Date.
The following procedure will be followed if EURIBOR
cannot be determined as described above:
| • | EURIBOR will be determined on the basis of the rates, at approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination
Date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone
office of each of four major banks in that market (which may include an agent or underwriter or its affiliates) selected by us: euro deposits
having such EURIBOR Index Maturity, beginning on such EURIBOR Interest Reset Date, and in a representative amount. The calculation agent
will request that the principal euro-zone office of each of these banks provide a quotation of its rate. If at least two quotations are
provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of the quotations. |
| • | If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic
mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on
that Interest Determination Date, by three major banks in the euro-zone (which may include an agent or underwriter or its affiliates)
selected by us: loans of euro having such EURIBOR Index Maturity, beginning on such EURIBOR Interest Reset Date, and in an amount that
is representative of a single transaction in euro in that market at the time. |
| • | If fewer than three banks selected by us are quoting as described above, EURIBOR determined as of such EURIBOR Interest Determination
Date will be EURIBOR in effect on such EURIBOR Interest Determination Date, provided that if the initial interest rate is in effect on
such EURIBOR Interest Determination Date, it will remain in effect for the new Interest Reset Period. |
| • | Notwithstanding the foregoing, if we determine that EURIBOR has been permanently discontinued, the calculation agent (as directed
by us) will use, as a substitute for EURIBOR (the “EURIBOR Alternative Rate”) and for each future interest determination date,
the alternative reference rate selected by a central bank, reserve bank, monetary authority or any similar institution (including any
committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, the calculation agent
will, as directed by us, make such adjustments to the EURIBOR Alternative Rate or the spread thereon, as well as the business day convention,
interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for
the use of such EURIBOR Alternative Rate for debt obligations such as the relevant Floating Rate Notes. If there is no clear market consensus
as to whether any rate has replaced EURIBOR in customary market usage, we may appoint in our sole discretion an IFA to determine an appropriate
EURIBOR Alternative Rate, and any adjustments, and the decision of the IFA will be binding on us, the calculation agent and the holders
of the relevant Floating Rate Notes. If, however, we determine that EURIBOR has been permanently discontinued, but there is no clear market
consensus as to whether any rate has replaced EURIBOR in customary market usage and for any reason a EURIBOR Alternative Rate has not
been determined, EURIBOR determined as of such EURIBOR Interest Determination Date shall be EURIBOR in effect on such EURIBOR Interest
Determination Date. |
Secured
Overnight Financing Rate Notes. The Secured Overnight Financing Rate is published by the New York Federal Reserve and is intended
to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The New York Federal Reserve
reports that SOFR includes all trades in the Broad General Collateral Rate (as defined by the New York Federal Reserve), plus bilateral
Treasury repo transactions cleared through the delivery-versus payment service offered by the Fixed Income Clearing Corporation (the “FICC”),
a subsidiary of The Depository Trust Company, New York, New York. SOFR is filtered by the New York Federal Reserve to remove a portion
of the foregoing transactions considered to be “specials.” According to the New York Federal Reserve, “specials”
are repos for specific-issue collateral, which take place at cash-lending rates below those for general collateral repos because cash
providers are willing to accept a lesser return on their cash in order to obtain a particular security.
The New York Federal Reserve reports
that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon
as well as general collateral finance repurchase agreement transaction data and data on bilateral Treasury repurchase transactions cleared
through the FICC’s delivery-versus-payment service. The New York Federal Reserve notes that it obtains information from DTCC Solutions
LLC, an affiliate of The Depository Trust Company. If data for a given market segment were unavailable for any day, then the most recently
available data for that segment would be utilized, with the rates on each transaction from that day adjusted to account for any change
in the level of market rates in that segment over the intervening period. SOFR would be calculated from this adjusted prior day’s
data for segments where current data were unavailable, and unadjusted data for any segments where data were available. To determine the
change in the level of market rates over the intervening period for the missing market segment, the New York Federal Reserve would use
information collected through a daily survey conducted by its trading desk of primary dealers’ repo borrowing activity. Such daily
survey may include information reported by the underwriters or their affiliates. The New York Federal Reserve notes on its publication
page for SOFR that use of SOFR is subject to important limitations and disclaimers, including that the New York Federal Reserve may
alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.
Each U.S. Government Securities Business
Day, the New York Federal Reserve publishes SOFR on its website at approximately 8:00 A.M., New York City time. If errors are discovered
in the transaction data provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process, subsequent to the
initial publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be republished at approximately 2:30
P.M., New York City time. Additionally, if transaction data from The Bank of New York Mellon or DTCC Solutions LLC had previously not
been available in time for publication, but became available later in the day, the affected rate or rates may be republished at around
this time. Rate revisions will only be effected on the same day as initial publication and will only be republished if the change in the
rate exceeds one basis point. Any time a rate is revised, a footnote to the New York Federal Reserve’s publication would indicate
the revision. This revision threshold will be reviewed periodically by the New York Federal Reserve and may be changed based on market
conditions.
As SOFR is published by the New York
Federal Reserve based on data received from other sources, we have no control over its determination, calculation or publication. There
can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests
of investors in any SOFR Notes. With respect to SOFR Notes, the interest rate for any Interest Period will not be adjusted for any modifications
or amendments to SOFR data that the New York Federal Reserve may publish after the interest rate for such Interest Period has been determined.
If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on SOFR
Notes and the trading prices of such Notes.
The New York Federal Reserve began to
publish SOFR in April 2018. The New York Federal Reserve has also begun publishing historical indicative SOFRs going back to 2014.
Investors should not rely on any historical changes or trends in SOFR as an indicator of future changes in SOFR. Also, since SOFR is a
relatively new market index, any SOFR Notes will have no established trading market when issued, and an established trading market may
never develop or may not be very liquid. Market terms for debt securities indexed to SOFR, such as the spread over the index reflected
in interest rate provisions, may evolve over time, and, as a result, trading prices of SOFR Notes may be lower than those of later-issued
indexed debt securities as a result. Similarly, if SOFR does not prove to be widely used in securities like SOFR Notes, the trading price
of such Notes may be lower than those of notes linked to indices that are more widely used. Investors in SOFR Notes may not be able to
sell such Notes at all or may not be able to sell such Notes at prices that will provide them with a yield comparable to similar investments
that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.
The above information is based upon
the New York Federal Reserve’s Website and other U.S. government sources, as of the date of this prospectus.
The Interest Rate for each Interest
Period will be equal to Compounded SOFR plus a spread, calculated as described herein; provided, that the interest rate will in no event
be less than 0.00%. The amount of interest accrued and payable on any SOFR Notes for each Interest Period will be equal to the product
of (1) the outstanding principal amount of such Notes multiplied by (2) the product of (a) the interest rate for the relevant
Interest Period multiplied by (b) the quotient of the actual number of calendar days in the Interest Period divided by 360.
“Compounded SOFR,” with
to respect to any Interest Period, means a daily compounded rate of return computed in accordance with the formula set forth below (and
the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (e.g., 9.876541% (or
.09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655))):
• “d0”
for any Observation Period, is the number of U.S. Government Securities Business Days in the relevant Observation Period;
• “i”
is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Day in chronological order
from, and including, the first U.S. Government Securities Business Day in the relevant Observation Period;
• “SOFRi,”
for any U.S. Government Securities Business Day “i” in the relevant Observation Period, is equal to SOFR in respect of that
day “i”;
• “ni,”
for any U.S. Government Securities Business Day “i” in the relevant Observation Period, is the number of calendar days from,
and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities
Business Day (“i+1”); and
• “d”
is the number of calendar days in the relevant Observation Period.
For these calculations, the daily SOFR
in effect on any U.S. Government Securities Business Day will be the applicable SOFR as reset on that date.
For purposes of determining Compounded
SOFR, “SOFR” means, with respect to any U.S. Government Securities Business Day:
(1) the
Secured Overnight Financing Rate published by the New York Federal Reserve as such rate appears on the New York Federal Reserve’s
Website at 3:00 P.M., New York City time, on the immediately following U.S. Government Securities Business Day (the “SOFR Determination
Time”); provided that:
(2) if
the rate specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. Government Securities Business
Day for which the Secured Overnight Financing Rate was published on the Federal Reserve Bank of New York’s Website.
“Secured Overnight Financing Rate”
means the daily secured overnight financing rate as provided by the New York Federal Reserve on the New York Federal Reserve’s Website.
The following procedure will be followed
if Compounded SOFR cannot be determined as described above:
If we or our designee determine on or prior to
the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to
the then-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the SOFR Notes
in respect of all determinations on such date and for all determinations on all subsequent dates.
In connection with the implementation of a Benchmark
Replacement, we or our designee will have the right to make Benchmark Replacement Conforming Changes from time to time.
Any determination, decision or election that may
be made by us or our designee, including a determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:
| (1) | will be conclusive and binding absent manifest error; |
| (2) | will be made in our or our designee’s sole discretion; and |
| (3) | notwithstanding anything to the contrary in the documentation relating to any SOFR Notes, shall become effective without consent from
the holders of such Notes or any other party. |
“Benchmark” means, initially, Compounded
SOFR, as such term is defined above; provided that if we or our designee determine on or prior to the Reference Time that a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published daily SOFR
used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the
first alternative set forth in the order below that can be determined by us or our designee as of the Benchmark Replacement Date.
| (1) | the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark; and (b) the Benchmark Replacement Adjustment; |
| (2) | the sum of: (a) the ISDA Fallback Rate; and (b) the Benchmark Replacement Adjustment; or |
| (3) | the sum of: (a) the alternate rate of interest that has been selected by us or our designee as the replacement for the then-current
Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S.
dollar-denominated floating rate notes at such time; and (b) the Benchmark Replacement Adjustment. |
“Benchmark Replacement Adjustment”
means the first alternative set forth in the order below that can be determined by us or our designee as of the Benchmark Replacement
Date:
| (1) | the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; |
| (2) | if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or |
| (3) | the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our designee giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at
such time. |
“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of the Interest Period, timing and frequency of determining rates and making payments of interest,
rounding of amounts or tenors, and other administrative matters) that we or our designee decide may be appropriate to reflect the adoption
of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we or our designee decide that adoption
of any portion of such market practice is not administratively feasible or if we or our designee determine that no market practice for
use of the Benchmark Replacement exists, in such other manner as we or our designee determine is reasonably necessary).
“Benchmark Replacement Date” means
the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used
in the calculation thereof):
| (1) | in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or |
| (2) | in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein. |
For the avoidance of doubt, if the event that
gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
For the avoidance of doubt, for purposes of the
definitions of Benchmark Replacement Date and Benchmark Transition Event, references to Benchmark also include any reference rate underlying
such Benchmark.
“Benchmark Transition Event” means
the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component
used in the calculation thereof):
| (1) | a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing
that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such
component); |
| (2) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component),
the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator
for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the
administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or
indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
the Benchmark (or such component); or |
| (3) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that
the Benchmark is no longer representative. |
“ISDA” means the International Swaps and Derivatives
Association, Inc.
“ISDA Definitions” means the 2006
ISDA Definitions published by ISDA or any successor thereto, as amended or supplemented from time to time, or any successor definitional
booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the
spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA
Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“ISDA Fallback Rate” means the rate
that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation
date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“New York Federal Reserve” means the
Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate).
“New York Federal Reserve’s Website”
means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor source.
“Observation Period” means the period
from and including five U.S. Government Securities Business Days preceding an Interest Payment Date to but excluding five U.S. Government
Securities Business Days preceding the next Interest Payment Date, provided that the first Observation Period shall be from and including
five U.S. Government Securities Business Days preceding the Date of Issue to but excluding five U.S. Government Securities Business Days
preceding the first Interest Payment Date.
“Reference Time” with respect to any
determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Determination Time, and (2) if the Benchmark
is not Compounded SOFR, the time determined by us or our designee after giving effect to the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means
the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve
Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement”
means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Federal Funds Rate Notes. The “Federal
Funds Rate” will be calculated by reference to either the “Federal Funds (Effective) Rate,” the “Federal Funds
Open Rate” or the “Federal Funds Target Rate,” as specified in the applicable prospectus supplement or term sheet.
The Federal Funds Rate is the rate determined by the calculation agent, with respect to any Interest Determination Date relating to a
Floating Rate Note for which the interest rate is determined with reference to the Federal Funds Rate (a “Federal Funds Rate Interest
Determination Date”), in accordance with the following provisions:
| ● | If Federal Funds (Effective) Rate is the specified Federal Funds Rate in the applicable prospectus supplement or term sheet, the Federal
Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate with respect to such date for U.S. dollar
federal funds as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “Federal funds (effective).” |
| ● | The following procedure will be followed if “Federal Funds (Effective) Rate” is the specified Federal Funds Rate in the
applicable prospectus supplement or term sheet and such Federal Funds Rate cannot be determined as described above. The Federal Funds
Rate with respect to such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the
arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds arranged by three leading brokers of U.S.
dollar federal funds transactions in New York City (which may include an agent or underwriter or its affiliates) selected by the calculation
agent (after consultation with us), prior to 9:00 a.m., New York City time, on the Business Day following such Federal Funds Rate
Interest Determination Date; provided, however, that if the brokers so selected by the calculation agent are not quoting as mentioned
in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds
Rate in effect on such Federal Funds Rate Interest Determination Date. |
| ● | If Federal Funds Open Rate is the specified Federal Funds Rate in the applicable prospectus supplement or term sheet, the Federal
Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date under the heading “Federal
Funds” for the relevant Index Maturity and opposite the caption “Open” as such rate is displayed on Reuters on page 5
(or any other page as may replace such page on such service) (“Reuters Page 5”), or, if such rate does not
appear on Reuters Page 5 by 3:00 p.m., New York City time, on the Calculation Date, the Federal Funds Rate for the Federal Funds
Rate Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”),
which is the Federal Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg. |
| ● | The following procedure will be followed if “Federal Funds Open Rate” is the specified Federal Funds Rate in the applicable
prospectus supplement or term sheet and such Federal Funds Rate cannot be determined as described above. The Federal Funds Rate on such
Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates
for the last transaction in overnight U.S. dollar federal funds arranged by three leading brokers of U.S. dollar federal funds transactions
in New York City (which may include an agent or underwriter or its affiliates) selected by the calculation agent (after consultation with
us), prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however,
that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined
as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date. |
| ● | If Federal Funds Target Rate is the specified Federal Funds Rate in the applicable prospectus supplement or term sheet, the Federal
Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date as displayed on the FDTR
Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 p.m., New York City time,
on the Calculation Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination Date will be the rate for that day
appearing on Reuters Page USFFTARGET= (or any other page as may replace such page on such service) (“Reuters Page USFFTARGET=”). |
| ● | The following procedure will be followed if “Federal Funds Target Rate” is the specified Federal Funds Rate in the applicable
prospectus supplement or term sheet and such Federal Funds Rate cannot be determined as described above. The Federal Funds Rate on such
Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates
for the last transaction in overnight U.S. dollar federal funds arranged by three leading brokers of U.S. dollar federal funds transactions
in New York City (which may include the agents, underwriters or their affiliates) selected by the calculation agent (after consultation
with us), prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however,
that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined
as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date. |
Prime
Rate Notes. The “Prime Rate” for any Interest Determination Date is the rate on that date, as published in H.15
Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime
Loan.”
The following procedures will be followed if the
Prime Rate cannot be determined as described above:
| ● | If the rate is not published in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on
the Calculation Date, then the calculation agent will determine the Prime Rate to be the average of the rates of interest publicly announced
by each bank that appears on the Reuters Screen designated as “USPRIME1 Page” as that bank’s prime rate or base lending
rate in effect as of 11:00 a.m., New York City time on that Interest Determination Date. |
| ● | If fewer than four rates appear on the Reuters Page USPRIME1 on the Interest Determination Date, then the Prime Rate will be
the average of the prime rates or base lending rates quoted (on the basis of the actual number of days in the year divided by a 360-day
year) as of the close of business on the Interest Determination Date by three major banks, which may include an agent, underwriter or
its affiliates, in The City of New York selected by the calculation agent (after consultation with us). |
| ● | If the banks selected by the calculation agent are not quoting as mentioned above, the Prime Rate will remain the Prime Rate then
in effect on the Interest Determination Date. |
“Reuters Page USPRIME1”
means the display on Reuters (or any successor service) on the “USPRIME1 Page” (or such other page as may replace the
USPRIME1 Page on such service) for the purpose of displaying prime rates or base lending rates of major U.S. banks.
Treasury
Rate Notes. The “Treasury Rate” for any Interest Determination Date is the rate from the auction of direct obligations
of the United States (“Treasury bills”) having the Index Maturity specified in such prospectus supplement or term sheet under
the caption “INVEST RATE” on the display on Reuters page USAUCTION10 (or any other page as may replace such page on
such service) or page USAUCTION11 (or any other page as may replace such page on such service) or, if not so published
at 3:00 p.m., New York City time, on the related Calculation Date, the bond equivalent yield (as defined below) of the rate for such
Treasury bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate,
under the caption “U.S. Government Securities/Treasury Bills/Auction High.” If such rate is not so published in the related
H.15 Daily Update or another recognized source by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury Rate
on such Treasury Rate Interest Determination Date shall be the bond equivalent yield of the auction rate of such Treasury bills as announced
by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department
of the Treasury on such Calculation Date, or if no such auction is held, then the Treasury Rate on such Treasury Rate Interest Determination
Date shall be the bond equivalent yield of the rate on such Treasury Rate Interest Determination Date of Treasury bills having the Index
Maturity specified in the applicable prospectus supplement or term sheet as published in H.15 Daily Update or another recognized electronic
source by 3:00 p.m., New York City time, on the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination
Date shall be calculated by the calculation agent and shall be the bond equivalent yield of the arithmetic mean of the secondary market
bid rates, as of approximately 3:30 p.m., New York City time, on such Treasury Rate Interest Determination Date, of the three leading
primary United States government securities dealers (which may include an agent or underwriter or its affiliates) selected by the calculation
agent (after consultation with us), for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified
in the applicable prospectus supplement or term sheet; provided, however, that if the dealers so selected by the calculation agent
are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will
be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.
The “bond equivalent yield” means a
yield (expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable per annum rate for Treasury
bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M”
refers to the actual number of days in the applicable interest reset period.
Eleventh
District Cost of Funds Rate Notes. The “Eleventh District Cost of Funds Rate” for any Interest Determination Date
is the rate equal to the monthly weighted average cost of funds for the calendar month preceding the Interest Determination Date as displayed
on Reuters Page COFI/ARMS (or any other page as may replace that specified page on that service) as of 11:00 a.m.,
San Francisco time, on the Calculation Date for that Interest Determination Date under the caption “11th District.”
The following procedures will be used if the Eleventh
District Cost of Funds Rate cannot be determined as described above:
| ● | If the rate is not displayed on the relevant page as of 11:00 a.m., San Francisco time, on the Calculation Date, then the
Eleventh District Cost of Funds Rate will be the monthly weighted average cost of funds paid by member institutions of the Eleventh Federal
Home Loan Bank District, as announced by the Federal Home Loan Bank of San Francisco, as the cost of funds for the calendar month preceding
the date of announcement. |
| ● | If no announcement was made relating to the calendar month preceding the Interest Determination Date, the Eleventh District Cost of
Funds Rate will remain the Eleventh District Cost of Funds Rate then in effect on the Interest Determination Date. |
Indexed Notes
We may issue debt securities for which the amount
of interest or principal that you will receive will not be known on your date of purchase. Interest or principal payments for these types
of debt securities, which we call “Indexed Notes,” are determined by reference to securities, financial or non-financial indices,
currencies, commodities, interest rates, or a composite or baskets of any or all of the above. Examples of indexed items that may be used
include a published stock index, the common stock price of a publicly traded company, the value of the U.S. dollar versus the Japanese
yen, or the price of a barrel of West Texas intermediate crude oil.
If you purchase an Indexed Note, you may receive
a principal amount at maturity that is greater than or less than the Note’s face amount, and an interest rate that is greater than
or less than the interest rate that you would have earned if you had instead purchased a conventional debt security issued by us at the
same time with the same maturity. The amount of interest and principal that you will receive will depend on the structure of the Indexed
Note and the level of the specified indexed item throughout the term of the Indexed Note and at maturity. Specific information pertaining
to the method of determining the interest payments and the principal amount will be described in the prospectus supplement or term sheet,
as well as additional risk factors unique to the Indexed Note, certain historical information for the specified indexed item and certain
additional United States federal income tax considerations.
Renewable Notes
We may issue debt securities, which we call “Renewable
Notes,” that will automatically renew at their stated maturity date unless the holder of a Renewable Note elects to terminate the
automatic extension feature by giving notice in the manner described in the related prospectus supplement or term sheet. In addition,
we may issue debt securities whose stated maturity date may be extended at the option of the holder for one or more periods, as more fully
described in the prospectus supplement or term sheet relating to such securities.
The holder of a Renewable Note must give notice
of termination at least 15 but not more than 30 days prior to a Renewal Date. The holder of a Renewable Note may terminate the automatic
extension for less than all of its Renewable Notes only if the terms of the Renewable Note specifically permit partial termination. An
election to terminate the automatic extension of any portion of the Renewable Note is not revocable and will be binding on the holder
of the Renewable Note. If the holder elects to terminate the automatic extension of the maturity of the Note, the holder will become entitled
to the principal and interest accrued up to the Renewal Date. The related prospectus supplement or term sheet will identify a stated maturity
date beyond which the Maturity Date cannot be renewed.
If a Renewable Note is represented by a Global
Security, DTC or its nominee will be the holder of the Note and therefore will be the only entity that can exercise a right to terminate
the automatic extension of a Note. In order to ensure that DTC or its nominee will exercise a right to terminate the automatic extension
provisions of a particular Renewable Note, the beneficial owner of the Note must instruct the broker or other DTC participant through
which it holds an interest in the Note to notify DTC of its desire to terminate the automatic extension of the Note. Different firms have
different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker
or other participant through which it holds an interest in a Note to ascertain the cut-off time by which an instruction must be given
for delivery of timely notice to DTC or its nominee. Specific information pertaining to United States federal income tax considerations
for Renewable Notes will be described in an applicable prospectus supplement or term sheet.
Extendible Notes
We may issue debt securities, which we call “Extendible
Notes,” whose stated Maturity Date may be extended at our option for one or more whole-year periods (each, an “Extension Period”),
up to but not beyond a stated maturity date described in the related prospectus supplement or term sheet.
We may exercise our option to extend the Extendible
Notes by notifying the applicable trustee (or any duly appointed paying agent) at least 45 but not more than 60 days prior to the
then effective Maturity Date. If we elect to extend the Extendible Notes, the trustee (or paying agent) will mail (at least 40 days
prior to the Maturity Date) to the registered holder of the Extendible Notes a notice (an “Extension Notice”) informing
the holders of our election, the new Maturity Date and any updated terms. Upon the mailing of the Extension Notice, the maturity of the
Extendible Notes will be extended automatically as set forth in the Extension Notice.
However, we may, not later than 20 days prior
to the Maturity Date of an Extendible Note (or, if that date is not a Business Day, prior to the next Business Day), at our option, establish
a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread and/or Spread Multiplier, in the case of a Floating Rate
Note, for the Extension Period by mailing or causing the applicable trustee (or paying agent) to mail notice of such higher interest rate
or higher Spread and/or Spread Multiplier to the holders of the Notes. The notice will be irrevocable.
If we elect to extend the maturity of Extendible
Notes, the holders of the Notes will have the option to instead elect repayment of the Notes by us on the Maturity Date in effect prior
to such extension, at a price equal to the principal amount thereof, plus interest accrued to such date. In order for an Extendible Note
to be so repaid on the Maturity Date, we must receive, at least 25 days but not more than 35 days prior to the Maturity Date:
(1) the
Extendible Note with the form “Option to Elect Repayment” on the reverse of the Note duly completed; or
(2) a
facsimile transmission, telex or letter from a member of a national securities exchange or FINRA or a commercial bank or trust company
in the United States setting forth the name of the holder of the Extendible Note, the principal amount of the Note, the principal amount
of the Note to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Note be repaid, together with the duly completed form entitled “Option
to Elect Repayment” on the reverse of the Note, will be received by the applicable trustee (or paying agent) not later than the
fifth Business Day after the date of the facsimile transmission, telex or letter; provided, however, that the facsimile transmission,
telex or letter will only be effective if the Note and form duly completed are received by the applicable trustee (or paying agent) by
that fifth Business Day. The option may be exercised by the holder of an Extendible Note for less than the aggregate principal amount
of the Note then outstanding if the principal amount of the Note remaining outstanding after repayment is an authorized denomination.
If an Extendible Note is represented by a Global
Security, DTC or its nominee will be the holder of that Note and therefore will be the only entity that can exercise a right to repayment.
To ensure that DTC or its nominee timely exercises a right to repayment with respect to a particular Extendible Note, the beneficial owner
of that Note must instruct the broker or other participant through which it holds an interest in the Note to notify DTC of its desire
to exercise a right of repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly,
each beneficial owner should consult the broker or other participant through which it holds an interest in an Extendible Note to determine
the cut-off time by which an instruction must be given for timely notice to be delivered to DTC or its nominee. Specific information pertaining
to United States federal income tax considerations for the Extendible Notes will be described in an applicable prospectus supplement or
term sheet.
Events of Default
You will have special rights if an Event of Default
occurs in respect of the debt securities of your series and is not cured, as described later in this subsection.
What
is an Event of Default? The term “Event of Default” in respect of the debt securities of your series means
any of the following:
| ● | We do not pay the principal of, or any premium, if any, on a debt security of the series when it becomes due and payable at its maturity. |
| ● | We do not pay interest, and in the case of the guaranteed debt securities any additional amounts, on a debt security of the series
within 30 days of its due date. |
| ● | We do not deposit any sinking fund payment in respect of debt securities of the series on its due date. |
| ● | We remain in breach of a covenant in respect of debt securities of the series for 60 days after we receive a written notice of
default specifying such default or breach and requiring it to be remedied. The notice must be sent by either the trustee or holders of
at least 25% of the principal amount of debt securities of the series. |
| ● | In the case of the guaranteed debt securities, the guarantee ceases to be in full force and effect or Deere & Company
denies, or gives notice, that it has no further liability under the guarantee (other than by reason of the release of such guarantee
in accordance with the guaranteed debt indenture), and such condition continues for 30 days after we receive a written notice
of such default. |
| ● | We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur. |
| ● | Any other Event of Default in respect of debt securities of the series described in the prospectus supplement or term sheet occurs. |
An Event of Default for a particular series of
debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any
other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal,
premium or interest, or the payment of any sinking or purchase fund installment if it considers the withholding of notice to be in the
best interests of the holders.
Remedies
if an Event of Default Occurs. If an Event of Default, other than an Event of Default caused by our filing for bankruptcy
or certain other events of bankruptcy, insolvency or reorganization occurring, has occurred and has not been cured, the trustee or the
holders of at least 25% in principal amount of the outstanding debt securities of the affected series may declare the entire principal
amount (or, if any Securities are original issue discount securities or indexed securities, such portion of the principal as may be specified
in the terms thereof) of all the debt securities of that series to be due and immediately payable by a notice in writing to us. This is
called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least
a majority in principal amount of the outstanding debt securities of the affected series.
Except in cases of default, where the trustee has
some special duties, the trustee is not required to take any action under the applicable indenture at the request of any holders unless
the holders offer the trustee reasonable protection from costs, expenses and liability to be incurred in compliance with such request
(called an “indemnity”). If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding
debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission
in exercising any right or remedy accruing upon any Event of Default will impair any such right or remedy or be treated as a waiver of
any such Event of Default or acquiescence therein.
If an Event of Default caused by our filing for
bankruptcy or certain other events of bankruptcy, insolvency or reorganization occurs and is continuing, then the principal amount (or,
if any Securities are original issue discount securities or indexed securities, such portion of the principal as may be specified in the
terms thereof) of all debt securities issued under the applicable indenture, together with any accrued interest through the occurrence
of such event, shall become and be due and payable immediately, without any declaration or other act by the trustee or any other holder.
Before you are allowed to bypass your trustee and
bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the
debt securities, the following must occur:
| ● | You must give your trustee written notice that an Event of Default has occurred and remains uncured. |
| ● | The holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request
that the trustee take action because of the default and must offer reasonable indemnity to the trustee satisfactory to it against the
cost and other liabilities of taking that action. |
| ● | The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity. |
| ● | The holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with
the above notice during that 60-day period. |
However, you are entitled at any time to bring
a lawsuit for the payment of money due on your debt securities on or after the due date.
Holders of a majority in principal amount of the
outstanding debt securities of the affected series may waive any past defaults other than:
| ● | the payment of principal, any premium or interest, or |
| ● | in respect of a covenant that cannot be modified or amended without the consent of each holder. |
Book-entry and other indirect holders should
consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare
or cancel an acceleration.
Each year, we will furnish to each trustee a written
statement of certain of our officers certifying that to their knowledge we are in compliance with the applicable indenture and the debt
securities, or else specifying any default.
Merger or Consolidation
Under the terms of the indentures, we are generally
permitted to merge with or into another entity. We are also permitted to sell all or substantially all of our assets to another entity.
However, we may not take any of these actions unless all the following conditions are met:
| ● | Where we merge out of existence or sell all or substantially all of our assets, the resulting entity must agree to be legally responsible
for our obligations under the debt securities. |
| ● | The merger, consolidation or sale of assets must not cause a default on the debt securities and we must not already be in default
(unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default
that has occurred and has not been cured, as described above under “What Is an Event of Default?” A default for this purpose
would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having
to exist for a specific period of time were disregarded. |
| ● | Under the Deere indenture or the guaranteed debt indenture, no merger, consolidation or sale of assets may be made if as a
result any of our property or assets or any property or assets of one of our Restricted Subsidiaries would become subject to any
mortgage, lien or other encumbrance unless either (i) the mortgage, lien or other encumbrance could be created pursuant to the
limitation on liens covenant in the applicable indenture (see “—Limitation on Liens” below) without equally and
ratably securing the indenture securities issued under that indenture or (ii) the indenture securities are secured equally and
ratably with or prior to the debt secured by the mortgage, lien or other encumbrance. |
| ● | We must deliver certain certificates and documents to the trustee. |
| ● | We must satisfy any other requirements specified in the prospectus supplement or term sheet relating to a particular series of debt
securities. |
In the case of Deere Funding Canada Corporation,
the foregoing provisions apply to an arrangement (as defined in the Business Corporations Act (Ontario) and other Canadian corporate
statutes), an amalgamation or a winding up of Deere Funding Canada Corporation into any other entity.
If Deere Funding Canada Corporation enters
into an arrangement, amalgamates, winds up into another entity, merges out of existence or sells all or substantially all of its
assets, the resulting entity must agree to be legally responsible for any obligation to pay additional amounts under the applicable
debt securities. If Deere Funding Canada Corporation is required to pay additional amounts, Deere & Company or any of its
subsidiaries may directly assume, by a supplemental indenture, executed and delivered to the trustee, in form satisfactory to the
trustee, the due and punctual payment of the principal of, premium, if any, and interest on and any additional amounts with respect
to all the debt securities and the performance or observance of every covenant of the guaranteed debt indenture by Deere Funding
Canada Corporation. Upon any such assumption, Deere & Company or such subsidiary shall succeed to, and be substituted for
and may exercise every right and power of Deere Funding Canada Corporation under the guaranteed debt indenture with the same effect
as if Deere & Company or such subsidiary had been named as Deere Funding Canada Corporation therein, and Deere Funding Canada Corporation will be released from all obligations and covenants with respect to the debt securities. No such
assumption will be permitted unless Deere & Company has delivered to the guaranteed debt trustee (i) an
officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, arrangement, amalgamation,
winding up, conveyance or transfer and such assumption and supplemental indenture comply with the guaranteed debt indenture, and
that all conditions precedent therein provided for relating to the transaction have been complied with and that, in the event of
assumption by a subsidiary, the guarantee and all other covenants of Deere & Company in the guaranteed debt indenture
remain in full force and effect and (ii) an opinion of independent counsel that the holders of debt securities or related
coupons (assuming such holders are only taxed as residents of the United States) will have no materially adverse United States
federal tax consequences as a result of such assumption.
Modification or Waiver
There are three types of changes we can make to
either indenture and the debt securities issued thereunder.
Changes
Requiring Your Approval. First, there are changes that we cannot make to your debt securities without your specific approval.
Following is a list of those types of changes:
| ● | change the stated maturity of, the principal of (or premium, if any, on), interest or any additional amounts on a debt security; |
| ● | change the date(s) or period(s) for any redemption or repayment; |
| ● | reduce the portion of principal of an original issue discount security or indexed security that would be due and payable upon acceleration
of the maturity of a security following a default; |
| ● | adversely affect any right of repayment at the holder’s option; |
| ● | change the place (except as otherwise described in the prospectus supplement or term sheet) or currency of payment on a debt security; |
| ● | impair your right to sue for the enforcement of any payment on or after the stated maturity; |
| ● | adversely affect any right to convert or exchange a debt security in accordance with its terms; |
| ● | modify the subordination provisions in the Deere indenture in a manner that is adverse to holders of the subordinated securities; |
| ● | reduce the percentage of holders of debt securities whose consent is needed to modify or amend the applicable indenture; |
| ● | reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the applicable
indenture or to waive certain defaults; |
| ● | modify any other aspect of the provisions of the applicable indenture dealing with supplemental indentures, modification and waiver
of certain past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; |
| ● | in the case of the guaranteed debt securities, change in any manner adverse to holders, the terms and conditions of Deere &
Company’s obligations as guarantor to pay principal, premium, if any, interest and any sinking fund with respect to the guaranteed
debt securities or change any obligation to pay additional amounts, as explained above under “Payment of Additional Amounts with
Respect to the Guaranteed Debt Securities”; and |
| ● | in the case of the Deere indenture, change any obligation we have to pay additional amounts. |
Changes
Not Requiring Approval. The second type of change does not require any vote by the holders of the debt securities. This
type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities
in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under either
indenture after the change takes effect.
Changes
Requiring Majority Approval. Any other change to either of the indentures and the debt securities would require the following
approval:
| ● | If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of
the outstanding debt securities of that series; and |
| ● | If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders
of a majority in principal amount of the outstanding debt securities of all of the series affected by the change, with all affected series
voting together as one class for this purpose. |
In each case, the required approval must be given by written consent.
The holders of a majority in principal amount of
the outstanding debt securities of all of the series affected by noncompliance, voting together as one class for this purpose, may waive
our compliance with some of our covenants in that indenture. However, we cannot obtain a waiver of a payment default or of any of the
matters covered by the bullet points included above under “—Changes Requiring Your Approval.”
Further
Details Concerning Voting. When taking a vote, we will use the following rules to decide how much principal to attribute
to a debt security:
| ● | For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity
of these debt securities were accelerated to that date because of a default. |
| ● | For debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for
that debt security described in the prospectus supplement or term sheet. |
| ● | For debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent. |
Debt securities will not be considered outstanding,
and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities
will also not be eligible to vote if they have been fully defeased as described below under “Defeasance—Full Defeasance.”
We will generally be entitled to set any date as
a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action
under the indentures. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action
may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken
within eleven months following the record date.
Book-entry and other indirect holders should
consult their banks or brokers for information on how approval may be granted or denied if we seek to change the applicable indenture
or the debt securities or request a waiver.
Defeasance
The following provisions will be applicable to
each series of debt securities unless we state in the applicable prospectus supplement or term sheet that the provisions of covenant defeasance
and full defeasance will not be applicable to that series.
Covenant
Defeasance. Under current United States federal tax law, we can make the deposit described below and be released from some
of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.”
In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government
securities set aside in trust to repay your debt securities. If you hold subordinated securities, you also would be released from the
subordination provisions described under “—Provisions Applicable to the Deere Indenture—Subordination.” In order
to achieve covenant defeasance, we must do the following:
| ● | If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders
of such debt securities a combination of money and United States government or United States government agency notes or bonds that will
generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. |
| ● | We must deliver to the trustee a legal opinion of our counsel confirming that, under current United States federal income tax law
and, in the case of guaranteed debt securities under current tax laws of Canada, we may make the above deposit without causing you to be taxed on the
debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. |
| ● | We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration of the
applicable issuer under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or that all necessary
registrations under the Investment Company Act have been effected and a legal opinion and officers’ certificate stating that all
conditions precedent to covenant defeasance have been complied with. |
| |
● |
In the case of the guaranteed debt indenture we must deliver to the trustee an officers’ certificate stating that any outstanding securities listed on any securities exchange will not be delisted as a result of the above deposit. |
If we accomplish covenant defeasance, you can still
look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making
payment. In fact, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately
due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the
shortfall.
Full
Defeasance. If there is a change in United States federal tax law, as described below, we can legally release ourselves
from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) if we put
in place the following other arrangements for you to be repaid:
| ● | If the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders
of such debt securities a combination of money and United States government or United States government agency notes or bonds that will
generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. |
| ● | We must deliver to the trustee a legal opinion confirming that there has been a change in current United States federal tax law or
an Internal Revenue Service ruling that allows us to make, and, in the case of guaranteed debt securities, under the then existing current
tax laws of Canada, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did
not make the deposit and just repaid the debt securities ourselves at maturity. Under current United States federal tax law, the deposit
and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the
time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on
the debt securities at the time of the deposit. |
| ● | We must deliver to the trustee a legal opinion stating that the above deposit does not require registration of the applicable issuer
under the Investment Company Act or that all necessary registrations under the Investment Company Act have been effected and a legal opinion
and officers’ certificate stating that all conditions precedent to full defeasance have been complied with. |
| ● | In the case of the guaranteed debt indenture, we must deliver to the trustee an officers’ certificate stating that
any outstanding securities listed on any securities exchange will not be delisted as a result of the above deposit. |
If we ever did accomplish full defeasance, as described
above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment
in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other
creditors if we ever became bankrupt or insolvent. If you hold subordinated securities, you would also be released from the subordination
provisions described under “—Provisions Applicable to the Deere Indenture—Subordination.”
Form, Exchange and Transfer of Registered Securities
If registered debt securities cease to be issued
in global form, they will be issued:
| ● | only in fully registered certificated form, |
| ● | without interest coupons, and |
| ● | unless we indicate otherwise in the prospectus supplement or term sheet, in denominations of U.S.$1,000 and amounts that are integral
multiples of U.S.$1,000. |
Holders may exchange their certificated securities
for debt securities of smaller authorized denominations or combined into fewer debt securities of larger denominations, as long as the
total principal amount is not changed.
Holders may exchange or transfer their certificated
securities at the office of their trustee. We have appointed the trustee to act as our agent for registering debt securities in the names
of holders transferring debt securities. We may appoint another entity to perform these functions or perform them ourselves.
Holders will not be required to pay a service charge
to transfer or exchange their certificated securities, but they may be required to pay any tax or other governmental charge associated
with the transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder’s proof
of legal ownership.
If we have designated additional transfer agents
for your debt security, they will be named in your prospectus supplement or term sheet. We may appoint additional transfer agents or cancel
the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.
If any certificated securities of a particular
series are redeemable and we redeem less than all the debt securities of that series, we may block the transfer or exchange of those debt
securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing,
in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of any certificated
securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt
security that will be partially redeemed.
If a registered debt security is issued in global
form, only the depositary will be entitled to transfer and exchange the debt security as described in this subsection, since it will be
the sole holder of the debt security.
Resignation of Trustee
Each trustee may resign or be removed with respect
to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to such series.
In the event that two or more persons are acting as trustee with respect to different series of indenture securities under one of the
indentures, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.
Limitation on Liens
We covenant in the indentures that we will not,
nor will we permit any Restricted Subsidiary to, issue, incur, assume or guarantee any debt (“debt”) if the debt is secured
by any mortgage, security interest, pledge, lien or other encumbrance (collectively, a “mortgage” or “mortgages”)
upon any Important Property (defined below) of ours or any Restricted Subsidiary or any shares of stock or indebtedness of any Restricted
Subsidiary, whether owned at the date of the applicable indenture or thereafter acquired, without effectively securing the indenture securities
issued under that indenture equally and ratably with or prior to this debt.
The foregoing restrictions will not apply to, among
other things:
| ● | mortgages on any property acquired, constructed or improved after the date of the applicable indenture that are created or assumed
within 120 days after the acquisition, construction or improvement to secure or provide for the payment of all or any part of the
purchase price or cost thereof incurred after the date of the applicable indenture, or existing mortgages on property acquired after the
date of the applicable indenture, so long as these mortgages do not apply to any Important Property already owned by us or a Restricted
Subsidiary other than any previously unimproved real property; |
| ● | existing mortgages on any property, shares of stock or indebtedness existing at the time of acquisition from a corporation merged
with or into, or substantially all of the assets of which are acquired by, us or a Restricted Subsidiary; |
| ● | mortgages on property of any corporation existing at the time it becomes a Restricted Subsidiary; |
| ● | mortgages securing debt owed by a Restricted Subsidiary to us or to another Restricted Subsidiary; |
| ● | certain deposits or pledges of assets; |
| ● | mortgages in favor of governmental bodies to secure partial, progress, advance or other payments under any contract or statute or
to secure indebtedness incurred to finance all or any part of the purchase price or cost of constructing or improving the property subject
to these mortgages, including mortgages to secure tax exempt pollution control revenue bonds; |
| ● | mortgages on property acquired by us or a Restricted Subsidiary through the exercise of rights arising out of defaults on receivables
acquired in the ordinary course of business; |
| ● | judgment liens so long as the finality of such judgment is being contested in good faith and execution thereon is stayed; |
| ● | extensions, renewals or replacements of the foregoing, subject to certain limitations; |
| ● | liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without
penalty, or which are being contested in good faith; landlord’s liens on leased property; and other similar liens which do not,
in Deere & Company’s opinion, materially impair the use of that property in the operation of our business or the business
of a Restricted Subsidiary or the value of that property for the purposes of that business; |
| ● | any sale of receivables that is reflected as secured indebtedness on a balance sheet prepared in accordance with generally accepted
accounting principles; |
| ● | mortgages on Margin Stock (defined below) owned by us and Restricted Subsidiaries to the extent this Margin Stock exceeds 25% of the
fair market value of the sum of the Important Property of ours and the Restricted Subsidiaries plus the shares of stock (including Margin
Stock) and indebtedness issued or incurred by the Restricted Subsidiaries; and |
| ● | mortgages on any Important Property of, or any shares of stock or indebtedness issued or incurred by, any Restricted Subsidiary organized
under the laws of Canada. |
The foregoing restrictions do not apply to the
issuance, incurrence, assumption or guarantee by us or any Restricted Subsidiary of debt secured by a mortgage that would otherwise be
subject to these restrictions up to an aggregate amount that, together with all other debt secured by mortgages (not including secured
debt permitted under the foregoing exceptions) and the Attributable Debt (generally defined as the discounted present value of net rental
payments) associated with Sale and Lease-back Transactions existing at the time (other than Sale and Lease-back Transactions the proceeds
of which have been or will be applied as set forth in the second or third bullet point under “—Limitation on Sale and Lease-back
Transactions” below, and other than Sale and Lease-back Transactions in which the property involved would have been permitted to
be mortgaged under the first bullet point above), does not exceed 5% of the Consolidated Net Tangible Assets of us and our consolidated
subsidiaries, as shown on the audited consolidated balance sheet contained in our latest annual report to stockholders.
The term “Restricted Subsidiary” is
defined in these indentures to mean any subsidiary of ours:
| ● | engaged in, or whose principal assets consist of property used by us or any Restricted Subsidiary in, the manufacture of products
within the United States or Canada or in the sale of products principally to customers located in the United States or Canada except any
corporation which is a retail dealer in which we have, directly or indirectly, an investment under an arrangement providing for the liquidation
of the investment; or |
| ● | that we designate as a Restricted Subsidiary. |
The term “Consolidated Net Tangible Assets”
is defined in these indentures to mean the aggregate amount of assets (less applicable reserves and other items properly deductible in
accordance with U.S. generally accepted accounting principles) of ours and our consolidated subsidiaries after deducting therefrom:
| ● | all current liabilities (excluding any constituting funded debt, by reason of their being renewable or extendable); and |
| ● | all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles. |
The term “Important Property” is defined
in these indentures to mean:
| ● | any manufacturing plant, including land, buildings, other improvements and its manufacturing machinery and equipment, used by us or
a Restricted Subsidiary primarily for the manufacture of products to be sold by us or the Restricted Subsidiary; |
| ● | our executive office and administrative building in Moline, Illinois; and |
| ● | research and development facilities, including land, buildings, other improvements and research and development machinery and equipment
located therein; |
except, in each case, property the fair value of which as determined
by our Board of Directors does not at the time exceed 1% of the Consolidated Net Tangible Assets of us and our consolidated subsidiaries,
as shown on the audited consolidated balance sheet contained in our latest annual report to stockholders.
The term “Margin Stock” as used in
these indentures is intended to mean such term as defined in Regulation U of the Board of Governors of the Federal Reserve System.
Limitation on Sale and Lease-Back Transactions
We covenant in the Deere indenture and the guaranteed
debt indenture that we will not nor will we permit any Restricted Subsidiary to enter into any arrangement with any person providing for
the leasing to us or any Restricted Subsidiary of any Important Property (except for temporary leases for a term, including renewals,
of not more than three years, and except for leases between us and a Restricted Subsidiary or between Restricted Subsidiaries) which has
been or is to be sold or transferred by us or such Restricted Subsidiary to the person (a “Sale and Lease-back Transaction”),
unless the net proceeds are at least equal to the fair value (as determined by our Board of Directors) of the property and either:
| ● | we or the Restricted Subsidiary would be entitled to incur debt secured by a mortgage on the Important Property to be leased without
equally and ratably securing the indenture securities issued under the applicable indenture under one of the following provisions: the
first bullet point in the second paragraph under “—Limitation on Liens” or the third paragraph under “—Limitation
on Liens”; |
| ● | within 120 days of the effective date of such arrangement, we apply an amount equal to the fair value of the Important Property
to the redemption, purchase and retirement of indenture securities or certain long-term indebtedness of ours or a Restricted Subsidiary;
or |
| ● | we enter into a bona fide commitment to expend for the acquisition or improvement of an Important Property an amount at least
equal to the fair value of the Important Property leased. |
The Trustee under the Indentures
The Bank of New York Mellon is one of a number
of banks with which John Deere maintains ordinary banking relationships and from which John Deere has obtained credit facilities and lines
of credit. The Bank of New York Mellon also serves as trustee under other indentures under which John Deere is the obligor.
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY
NOTES
General
Unless otherwise indicated in the applicable prospectus
supplement or term sheet, debt securities will be denominated in U.S. dollars, payments of principal of, premium, if any, and interest
on debt securities will be made in U.S. dollars and payment of the purchase price of debt securities must be made in U.S. dollars in immediately
available funds. If Foreign Currency Notes are to be denominated or payable in a currency (a “specified currency”) other than
U.S. dollars, the following provisions will apply in addition to, and to the extent inconsistent therewith will replace, the description
of general terms and provisions of debt securities set forth in this prospectus and elsewhere in the accompanying prospectus supplement
or term sheet.
A prospectus supplement or term sheet with respect
to any Foreign Currency Note (which may include information with respect to applicable current foreign exchange controls) is a part of
this prospectus. Any information concerning exchange rates is furnished as a matter of information only and should not be regarded as
indicative of the range of or trends in fluctuations in currency exchange rates that may occur in the future.
Currencies
We may offer Foreign Currency Notes denominated
and/or payable in a specified currency or specified currencies. Unless otherwise indicated in the applicable prospectus supplement or
term sheet, purchasers are required to pay for Foreign Currency Notes in the specified currency. At the present time, there are limited
facilities in the United States for conversion of U.S. dollars into specified currencies and vice versa, and banks may elect not to offer
non-U.S. dollar checking or savings account facilities in the United States. However, if requested on or prior to the fifth Business Day
preceding the date of delivery of the Foreign Currency Notes, or by such other day as determined by the agent or underwriter who presents
such offer to purchase Foreign Currency Notes to us, such agent or underwriter may be prepared to arrange for the conversion of U.S. dollars
into the specified currency set forth in the applicable prospectus supplement or term sheet to enable the purchasers to pay for the Foreign
Currency Notes. Each such conversion will be made by the agents or underwriters on such terms and subject to such conditions, limitations
and charges as the agents may from time to time establish in accordance with their regular foreign exchange practices. All costs of exchange
will be borne by the purchasers of the Foreign Currency Notes.
Information about the specified currency in which
a particular Foreign Currency Note is denominated and/or payable, including historical exchange rates and a description of the currency
and any exchange controls, will be set forth in the applicable prospectus supplement or term sheet.
Payment of Principal and Interest
The principal of, premium, if any, and interest
on Foreign Currency Notes is payable by us in the specified currency. Currently, banks do not generally offer non-U.S. dollar-denominated
account facilities in their offices in the United States, although they are permitted to do so. Accordingly, a holder of Foreign Currency
Notes will be paid in U.S. dollars converted from the specified currency unless the holder is entitled to elect, and does elect, to be
paid in the specified currency, or as otherwise specified in the applicable prospectus supplement or term sheet.
Any U.S. dollar amount to be received by a holder
of a Foreign Currency Note will be based on the highest bid quotation in The City of New York received by an agent for us specified in
the applicable prospectus supplement or term sheet (the “Exchange Rate Agent”) at approximately 11:00 a.m., New York
City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom
may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by us for the purchase by the quoting dealer of the specified
currency for U.S. dollars for settlement on the payment date in the aggregate amount of the specified currency payable to all holders
of Foreign Currency Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract.
If three bid quotations are not available, payments will be made in the specified currency. All currency exchange costs will be borne
by the holder of the Foreign Currency Note by deductions from such payments.
Unless otherwise indicated in the applicable prospectus
supplement or term sheet, a holder of Foreign Currency Notes may elect to receive payment of the principal of, and premium, if any, and
interest on the Foreign Currency Notes in the specified currency by transmitting a written request for such payment to the corporate trust
office of the trustee in The City of New York on or prior to the regular record date or at least 15 calendar days prior to Maturity Date,
as the case may be. This request may be in writing (mailed or hand delivered) or sent by cable, telex, facsimile or other form of transmission.
A holder of a Foreign Currency Note may elect to receive payment in the specified currency for all principal, premium, if any, and interest
payments and need not file a separate election for each payment. This election will remain in effect until revoked by written notice
to the trustee, but written notice of any revocation must be received by the trustee on or prior to the regular record date or at least
15 calendar days prior to the Maturity Date, as the case may be. Holders of Foreign Currency Notes whose Notes are to be held in the name
of a broker or nominee should contact their brokers or nominees to determine whether and how an election to receive payments in the specified
currency may be made.
Unless otherwise specified in the applicable prospectus
supplement or term sheet, if the specified currency is other than U.S. dollars, a beneficial owner of the related global security who
elects to receive payments of principal, premium, if any, and/or interest, if any, in the specified currency must notify its participant
through which it owns its beneficial interest on or prior to the applicable record date or at least 15 calendar days prior to the Maturity
Date, as the case may be, of such beneficial owner’s election. The participant must notify the depositary of such election on or
prior to the third Business Day after such record date or at least 12 calendar days prior to the Maturity Date, as the case may be, and
the depositary will notify the trustee of such election on or prior to the fifth Business Day after such record date or at least 10 calendar
days prior to the Maturity Date, as the case may be. If complete instructions are received by the participant from the beneficial owner
and forwarded by the participant to the depositary, and by the depositary to the trustee, on or prior to such dates, then the beneficial
owner will receive payments in the specified currency. See “Description of Debt Securities—Provisions Applicable to Both of
the Indentures—Global Securities.”
Principal and interest on Foreign Currency Notes
paid in U.S. dollars will be paid in the manner specified in this prospectus and the accompanying prospectus supplement or term sheet
with respect to debt securities denominated in U.S. dollars. See “Description of Debt Securities—General.” Interest
on Foreign Currency Notes paid in the specified currency will be paid by check sent on an Interest Payment Date other than a Maturity
Date to the persons entitled thereto at the addresses of such holders as they appear in the security register or, at our option, by wire
transfer to a bank account maintained by the holder in the country of the specified currency. The principal of, premium, if any, and interest
on Foreign Currency Notes, together with interest accrued and unpaid thereon, due on the Maturity Date will be paid, in the specified
currency in immediately available funds upon surrender of such Notes at the corporate trust office of the trustee in The City of New York,
or, at our option, by wire transfer to such bank account of immediately available funds to an account with a bank designated at least
15 calendar days prior to the Maturity Date by the applicable registered holder, provided the particular bank has appropriate facilities
to make these payments and the particular Foreign Currency Note is presented and surrendered at the office or agency maintained by us
for this purpose in the Borough of Manhattan, The City of New York, in time for the trustee to make these payments in accordance with
its normal procedures.
Payment Currency
If a specified currency is not available for the
payment of principal, premium, if any, or interest with respect to a Foreign Currency Note due to the imposition of exchange controls
or other circumstances beyond our control, we will be entitled to satisfy our obligations to holders of Foreign Currency Notes by making
such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the specified currency
as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York (the “Market
Exchange Rate”) as computed by the Exchange Rate Agent on the second Business Day prior to such payment or, if not then available,
on the basis of the most recently available Market Exchange Rate or as otherwise indicated in an applicable prospectus supplement or term
sheet. Any payment made under these circumstances in U.S. dollars where the required payment is in a specified currency will not constitute
a default under the indenture with respect to that Foreign Currency Note.
All determinations referred to above made by the
Exchange Rate Agent will be at its sole discretion and will, in the absence of manifest error, be conclusive for all purposes and binding
on the holders of the Foreign Currency Notes.
AS INDICATED ABOVE, AN INVESTMENT IN FOREIGN
CURRENCY NOTES INVOLVES SUBSTANTIAL RISKS, AND THE EXTENT AND NATURE OF SUCH RISKS CHANGE CONTINUOUSLY. AS WITH ANY INVESTMENT IN A SECURITY,
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED IN AN INVESTMENT IN FOREIGN CURRENCY
NOTES. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR PROSPECTIVE PURCHASERS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY
MATTERS.
DESCRIPTION OF DEBT WARRANTS
We may issue (either separately or together with
other offered securities) debt warrants to purchase underlying debt securities issued by us (“offered debt warrants”). We
will issue the debt warrants under warrant agreements (each, a “debt warrant agreement”) to be entered into between us and
a bank or trust company, as warrant agent (the “debt warrant agent”), identified in the prospectus supplement or term sheet.
Because this section is a summary, it does
not describe every aspect of the debt warrants and the debt warrant agreement. We urge you to read the debt warrant agreement
because it, and not this description, defines your rights as a holder of debt warrants. The form of debt warrant agreement is
incorporated by reference as an exhibit to this registration statement. See “Where You Can Find More Information” for information on how to obtain a copy of the debt warrant
agreement. In this section, the terms “we,” “our,” “ourselves” and “us” mean
Deere & Company alone.
General
You should read the prospectus supplement or term
sheet for the material terms of the offered debt warrants, including the following:
| ● | The title and aggregate number of the debt warrants. |
| ● | The title, rank, aggregate principal amount and terms of the underlying debt securities purchasable upon exercise of the debt warrants. |
| ● | The principal amount of underlying debt securities that may be purchased upon exercise of each debt warrant, and the price or the
manner of determining the price at which this principal amount may be purchased upon exercise. |
| ● | The time or times at which, or the period or periods during which, the debt warrants may be exercised and the expiration date of the
debt warrants. |
| ● | Any optional redemption terms. |
| ● | Whether certificates evidencing the debt warrants will be issued in registered or bearer form and, if registered, where they may be
transferred and exchanged. |
| ● | Whether the debt warrants are to be issued with any debt securities or any other securities and, if so, the amount and terms of these
debt securities or other securities. |
| ● | The date, if any, on and after which the debt warrants and these debt securities or other securities will be separately transferable. |
| ● | Any other material terms of the debt warrants. |
The prospectus supplement or term sheet will also
contain a discussion of the United States federal income tax considerations relevant to the offering.
Debt warrant certificates will be exchangeable
for new debt warrant certificates of different authorized denominations. No service charge will be imposed for any permitted transfer
or exchange of debt warrant certificates, but we may require payment of any tax or other governmental charge payable in connection therewith.
Debt warrants may be exercised and exchanged and debt warrants in registered form may be presented for registration of transfer at the
corporate trust office of the debt warrant agent or any other office indicated in the prospectus supplement or term sheet.
Exercise of Debt Warrants
Each offered debt warrant will entitle the holder
thereof to purchase the amount of underlying debt securities at the exercise price set forth in, or calculable from, the prospectus supplement
or term sheet relating to the offered debt warrants. After the close of business on the expiration date, unexercised debt warrants will
be void.
Debt warrants may be exercised by payment to the
debt warrant agent of the applicable exercise price and by delivery to the debt warrant agent of the related debt warrant certificate,
properly completed. Debt warrants will be deemed to have been exercised upon receipt of the exercise price and the debt warrant certificate
or certificates. Upon receipt of this payment and the properly completed debt warrant certificates, we will, as soon as practicable, deliver
the amount of underlying debt securities purchased upon exercise.
If fewer than all of the debt warrants represented
by any debt warrant certificate are exercised, a new debt warrant certificate will be issued for the unexercised debt warrants. The holder
of a debt warrant will be required to pay any tax or other governmental charge that may be imposed in connection with any transfer involved
in the issuance of underlying debt securities purchased upon exercise.
Modifications
There are three types of changes we can make to
a debt warrant agreement and the debt warrants issued thereunder.
Changes
Requiring Your Approval. First, there are changes that cannot be made to your debt warrants without your specific approval.
Those types of changes include modifications and amendments that:
| ● | accelerate the expiration date; |
| ● | reduce the number of outstanding debt warrants, the consent of the holders of which is required for a modification or amendment; or |
| ● | otherwise materially and adversely affect the rights of the holders of the debt warrants. |
Changes
Not Requiring Approval. The second type of change does not require any vote by holders of the debt warrants. This type
of change is limited to clarifications and other changes that would not materially adversely affect the interests of holders of the debt
warrants.
Changes
Requiring a Majority Vote. Any other change to the debt warrant agreement and the debt warrants requires a vote in favor
by holders of not fewer than a majority in number of the then outstanding unexercised debt warrants affected thereby. Most changes fall
into this category.
No Rights as Holders of Underlying Debt Securities
Before the warrants are exercised, holders of the
debt warrants are not entitled to payments of principal of, premium, if any, or interest on the related underlying debt securities or
to exercise any other rights whatsoever as holders of the underlying debt securities.
DESCRIPTION OF PREFERRED STOCK
Under our restated certificate of incorporation
(the “certificate of incorporation”), we are authorized to adopt resolutions providing for the issuance, in one or more series,
of up to 9,000,000 shares of preferred stock, U.S.$1.00 par value, with the powers, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof adopted by our Board of Directors or a duly authorized
committee thereof.
Because this section is a summary, it does not
describe every aspect of our preferred stock. We urge you to read our certificate of incorporation and the certificate of designations
creating your preferred stock because they, and not this description, define your rights as a holder of preferred stock. We have filed
our certificate of incorporation and will file the certificate of designations with the SEC. See “Where You Can Find More Information”
for information on how to obtain copies of these documents. In this section, the terms “we,” “our,” “ourselves”
and “us” mean Deere & Company alone.
The additional specific terms of any preferred
stock proposed to be sold under this prospectus (“offered preferred stock”) will be described in the prospectus supplement
or term sheet. If so indicated in the prospectus supplement or term sheet, the terms of the offered preferred stock may differ from the
terms set forth below.
As of the date of this prospectus, we have no outstanding
preferred stock.
General
Unless otherwise specified in the prospectus supplement
or term sheet relating to the offered preferred stock, each series of preferred stock will rank on a parity as to dividends and distribution
of assets upon liquidation and in all other respects with all other series of preferred stock. The preferred stock will, when issued,
be fully paid and nonassessable and holders thereof will have no preemptive rights.
You should read the prospectus supplement or term
sheet for the material terms of the preferred stock offered thereby, including the following:
| ● | The title and stated value of the preferred stock. |
| ● | The number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred
stock. |
| ● | The dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred
stock. |
| ● | The date from which dividends on the preferred stock will accumulate, if applicable. |
| ● | The liquidation rights of the preferred stock. |
| ● | The procedures for any auction and remarketing, if any, of the preferred stock. |
| ● | The sinking fund provisions, if applicable, for the preferred stock. |
| ● | The redemption provisions, if applicable, for the preferred stock. |
| ● | Whether the preferred stock will be convertible into or exchangeable for other securities and, if so, the terms and conditions of
conversion or exchange, including the conversion price or exchange ratio and the conversion or exchange period (or the method of determining
the same). |
| ● | Whether the preferred stock will have voting rights and the terms thereof, if any. |
| ● | Whether the preferred stock will be listed on any securities exchange. |
| ● | Whether the preferred stock will be issued with any other securities and, if so, the amount and terms of these other securities. |
| ● | Any other specific material terms, preferences or rights of, or limitations or restrictions on, the preferred stock. |
Subject to our certificate of incorporation and
to any limitations contained in any then outstanding preferred stock, we may issue additional series of preferred stock, at any time or
from time to time, with the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations
or restrictions thereof, as our Board of Directors or any duly authorized committee thereof may determine, all without further action
of our stockholders, including holders of our then outstanding preferred stock.
If applicable, the prospectus supplement or term
sheet will also contain a discussion of the material United States federal income tax considerations relevant to the offering.
Dividends
Holders of preferred stock will be entitled to
receive cash dividends, when, as and if declared by our Board of Directors, out of our assets legally available for payment, at the rate
and on the dates set forth in the prospectus supplement or term sheet. Each dividend will be payable to holders of record as they appear
on our stock books on the record date fixed by our Board of Directors. Dividends, if cumulative, will be cumulative from and after the
date set forth in the applicable prospectus supplement or term sheet.
We may not:
| ● | declare or pay dividends (except in our stock that is junior as to dividends and liquidation rights to the preferred stock (“junior
stock”)) or make any other distributions on junior stock, or |
| ● | purchase, redeem or otherwise acquire junior stock or set aside funds for that purpose (except in a reclassification or exchange of
junior stock through the issuance of other junior stock or with the proceeds of a reasonably contemporaneous sale of junior stock), |
if there are arrearages in dividends or failure in the payment of our
sinking fund or redemption obligations on any of our preferred stock and, in the case of the first bullet point above, if dividends in
full for the current quarterly dividend period have not been paid or declared on any of our preferred stock.
Dividends in full may not be declared or paid or
set apart for payment on any series of preferred stock unless:
| ● | there are no arrearages in dividends for any past dividend periods on any series of preferred stock, and |
| ● | to the extent that the dividends are cumulative, dividends in full for the current dividend period have been declared or paid on all
preferred stock. |
Any dividends declared or paid when dividends are
not so declared, paid or set apart in full will be shared ratably by the holders of all series of preferred stock in proportion to the
respective arrearages and undeclared and unpaid current cumulative dividends. No interest, or sum of money in lieu of interest, will be
payable in respect of any dividend payment or payments that may be in arrears.
Conversion and Exchange
If the preferred stock will be convertible into
or exchangeable for other shares of our stock or other securities, the prospectus supplement or term sheet will set forth the terms and
conditions of that conversion or exchange, including the conversion price or exchange ratio (or the method of calculating the same), the
conversion or exchange period (or the method of determining the same), whether conversion or exchange will be mandatory or at the option
of the holder or us, the events requiring an adjustment of the conversion price or the exchange ratio and provisions affecting conversion
or exchange in the event of the redemption of that preferred stock. These terms may also include provisions under which the number of
other shares of our stock or the number or amount of other securities to be received by the holders of that preferred stock upon conversion
or exchange would be calculated according to the market price of such other shares of our stock or those other securities as of a time
stated in the prospectus supplement or term sheet.
Liquidation Rights
In the event of our voluntary or involuntary liquidation,
dissolution or winding up, the holders of each series of our preferred stock will be entitled to receive out of our assets that are available
for distribution to stockholders, before any distribution of assets is made to holders of any junior stock, liquidating distributions
in the amount set forth in the applicable prospectus supplement or term sheet plus all accrued and unpaid dividends. If, upon our voluntary
or involuntary liquidation, dissolution or winding up, the amounts payable with respect to the preferred stock are not paid in full, the
holders of our preferred stock of each series will share ratably in the distribution of our assets in proportion to the full respective
preferential amounts to which they are entitled. After payment of the full amount of the liquidating distribution to which they are entitled,
the holders of our preferred stock will not be entitled to any further participation in any distribution of our assets. Our consolidation
or merger with or into any other corporation or corporations or a sale of all or substantially all of our assets will not be deemed to
be a liquidation, dissolution or winding up of us for purposes of these provisions.
Redemption
If so provided in the prospectus supplement or
term sheet, the offered preferred stock may be redeemable in whole or in part at our option at the times and at the redemption prices
set forth therein.
If dividends on any series of preferred stock are
in arrears or we have failed to fulfill our sinking fund or redemption obligations with respect to any series of preferred stock, we may
not purchase or redeem shares of preferred stock or any other capital stock ranking on a parity with the preferred stock as to dividends
or upon liquidation, nor permit any subsidiary to do so, without in either case the consent of the holders of at least two-thirds of each
series of preferred stock then outstanding; provided, however, that:
| ● | to meet our purchase, retirement or sinking fund obligations with respect to any series of preferred stock, we may use shares of that
preferred stock acquired prior to the arrearages or failure of payment and then held as treasury stock, and |
| ● | we may complete the purchase or redemption of shares of preferred stock for which a contract was entered into for any purchase, retirement
or sinking fund purposes prior to the arrearages or failure of payment. |
Voting Rights
Except as indicated below or in the prospectus
supplement or term sheet, or except as expressly required by applicable law, the holders of the preferred stock will not be entitled to
vote. As used herein, the term “applicable preferred stock” means those series of preferred stock to which the provisions
described herein are expressly made applicable by resolutions of our Board of Directors.
If the equivalent of six quarterly dividends payable
on any shares of any series of applicable preferred stock are in default (whether or not the dividends have been declared or the defaulted
dividends are consecutive), the number of our directors will be increased by two and the holders of all outstanding series of applicable
preferred stock, voting as a single class without regard to series, will be entitled to elect the two additional directors until four
consecutive quarterly dividends are paid or declared and set apart for payment, if the shares are non-cumulative, or until all arrearages
in dividends and dividends in full for the current quarterly period are paid or declared and set apart for payment, if the shares are
cumulative, whereupon all voting rights described herein will be divested from the applicable preferred stock. The holders of applicable
preferred stock may exercise their special class voting rights at meetings of the stockholders for the election of directors or at special
meetings for the purpose of electing directors, in either case at which the holders of not less than one-third of the aggregate number
of shares of applicable preferred stock are present in person or by proxy.
The affirmative vote of the holders of at least
two-thirds of the outstanding shares of any series of preferred stock will be required:
| ● | for any amendment of our certificate of incorporation (or the related certificate of designations) that will adversely affect the
powers, preferences or rights of the holders of the preferred stock of that series, or |
| ● | to create any class of stock (or increase the authorized number of shares of any class of stock) that will have preference as to dividends
or upon liquidation over the preferred stock of that series or create any stock or other security convertible into or exchangeable for
or evidencing the right to purchase any stock of that class. |
In addition, the affirmative vote of the holders
of a majority of all the then outstanding shares of our preferred stock will be required to:
| ● | increase the authorized amount of our preferred stock, or |
| ● | unless otherwise provided in the applicable prospectus supplement or term sheet, create any class of stock (or increase the authorized
number of shares of any class of stock) that will rank on a parity with the preferred stock either as to dividends or upon liquidation,
or create any stock or other security convertible into or exchangeable for or evidencing the right to purchase any stock of that class. |
DESCRIPTION OF DEPOSITARY SHARES
We may offer (either separately or together with
other offered securities) depositary shares representing interests in shares of our preferred stock of one or more series. The depositary
shares will be issued under deposit agreements (each, a “deposit agreement”) to be entered into between us and a bank or trust
company, as depositary (the “preferred stock depositary”), identified in the prospectus supplement or term sheet.
Because this section is a summary, it does
not describe every aspect of the depositary shares and deposit agreement. We urge you to read the deposit agreement because it, and
not this description, defines your rights as a holder of depositary shares. The form of deposit agreement, including
the form of depositary receipts evidencing depositary shares (the “depositary receipts”), is incorporated by reference
as an exhibit to this registration statement. See
“Where You Can Find More Information” for information on how to obtain a copy of the deposit agreement. In this section,
the terms “we,” “our,” “ourselves” and “us” mean Deere & Company alone.
The specific terms of any depositary shares proposed
to be sold under this prospectus will be described in the prospectus supplement or term sheet. If so indicated in the prospectus supplement
or term sheet, the terms of the depositary shares may differ from the terms set forth below.
General
We may provide for the issuance by the preferred
stock depositary to the public of the depositary receipts evidencing the depositary shares, each of which will represent a fractional
interest (to be specified in the prospectus supplement or term sheet) in one share of the related preferred stock, as described below.
You should read the prospectus supplement or term
sheet for the material terms of the depositary shares offered thereby, including the following:
| ● | The number of depositary shares and the fraction of one share of preferred stock represented by one depositary share. |
| ● | The terms of the series of preferred stock deposited by us under the deposit agreement. |
| ● | Whether the depositary shares will be listed on any securities exchange. |
| ● | Whether the depositary shares will be sold with any other offered securities and, if so, the amount and terms of these other securities. |
| ● | Any other terms of the depositary shares. |
If applicable, the prospectus supplement or term
sheet will also contain a discussion of the United States federal income tax considerations relevant to the offering.
Depositary receipts will be exchangeable for new
depositary receipts of different denominations. We will not impose a service charge for any permitted transfer or exchange of depositary
receipts, but we may require payment of any tax or other governmental charge payable in connection therewith. Subject to the terms of
the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in a share
of preferred stock of the series represented by the depositary share, to all rights and preferences of the preferred stock represented
by the depositary share, including dividend, voting and liquidation rights and any redemption, conversion or exchange rights.
Dividends and Other Distributions
The preferred stock depositary will distribute
all cash dividends and other cash distributions received in respect of the related series of preferred stock to the record holders of
the depositary shares in proportion to the number of the depositary shares owned by the holders on the relevant record date. The preferred
stock depositary will distribute only the amount, however, as can be distributed without attributing to any holder of depositary shares
a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum, if any, received by the
preferred stock depositary for distribution to record holders of depositary shares.
In the event of a distribution other than in cash,
the preferred stock depositary will distribute property received by it to the record holders of depositary shares entitled thereto, unless
the preferred stock depositary determines that it is not feasible to make the distribution, in which case the preferred stock depositary
may, with our approval, sell the property and distribute the net proceeds from the sale to the holders.
The deposit agreement will also contain provisions
relating to the manner in which any subscription or similar rights offered by us to holders of the related series of preferred stock will
be made available to holders of depositary shares.
Withdrawal of Preferred Stock
Upon surrender of depositary receipts at the corporate
trust office of the preferred stock depositary (unless the related shares of preferred stock have previously been called for redemption),
the holder of the depositary shares evidenced thereby will be entitled to receive at that office, to or upon the holder’s order,
the number of whole shares of the related series of preferred stock and any money or other property represented by the depositary shares.
Shares of preferred stock so withdrawn, however, may not be redeposited. If the holder requests withdrawal of less than all the shares
of preferred stock to which the holder is entitled, or if the holder would otherwise be entitled to a fractional share of preferred stock,
the preferred stock depositary will deliver to the holder a new depositary receipt evidencing the balance or fractional share.
Redemption of Depositary Shares
Whenever we redeem preferred stock held by the
preferred stock depositary, the preferred stock depositary will redeem as of the same redemption date the number of depositary shares
representing the preferred stock so redeemed; provided that we have paid in full to the preferred stock depositary the redemption
price of the preferred stock plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption. The redemption
price per depositary share will be equal to the applicable fraction of the redemption price per share and accrued and unpaid dividends
payable with respect to the preferred stock. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed
will be selected by lot or pro rata or by another equitable method, in each case as may be determined by us.
After the date fixed for redemption, the depositary
shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary shares will
cease, except the right to receive the moneys payable upon the redemption and any money or other property to which the holders of the
depositary shares were entitled upon the redemption and surrender to the preferred stock depositary of the depositary receipts evidencing
the depositary shares.
Conversion and Exchange
Depositary shares are not convertible into or exchangeable
for other shares of our stock or other securities. Nevertheless, if the preferred stock represented by depositary shares is convertible
into or exchangeable for other shares of our stock or other securities, the depositary receipts evidencing the depositary shares may be
surrendered by the holder thereof to the preferred stock depositary with written instructions to convert or exchange the preferred stock
into whole shares of our other stock or other securities, as specified in the related prospectus supplement or term sheet. Upon receipt
of these instructions and any amounts payable in respect thereof, we will cause the conversion or exchange thereof and will deliver to
the holder whole shares of our other stock or the whole number of other securities (and cash in lieu of any fractional share or security).
In the case of a partial conversion or exchange, the holder will receive a new depositary receipt evidencing the unconverted or unexchanged
balance.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which
holders of one or more series of preferred stock are entitled to vote, the preferred stock depositary will mail the information contained
in the notice of meeting to the holders of the depositary shares relating to the preferred stock. Each record holder of the depositary
shares on the record date for the meeting will be entitled to instruct the preferred stock depositary as to the manner in which to vote
the number of shares of preferred stock represented by the depositary shares. We will agree to take all reasonable action that may be
deemed necessary by the preferred stock depositary in order to enable the preferred stock depositary to vote in accordance with each holder’s
instructions. The preferred stock depositary will abstain from voting preferred stock to the extent it does not receive instructions from
the holders of depositary shares representing the preferred stock.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary
shares and any provision of the deposit agreement may at any time be amended by agreement between the preferred stock depositary and us.
However, any amendment that materially and adversely alters the rights of the holders of depositary shares will not be effective unless
the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding (or any greater amount
as may be required by the rules of any exchange on which the depositary shares are listed); provided that any amendment that prejudices
any substantial right of the holders of depositary shares will not become effective until the expiration of 90 days after notice
of the amendment has been given to the holders. A holder that continues to hold one or more depositary receipts at the expiration of the
90-day period will be deemed to consent to, and will be bound by, the amendment. No amendment may impair the right of any holder to surrender
the holder’s depositary receipt and receive the related preferred stock, as discussed above under “Withdrawal of Preferred
Stock.”
We may terminate the deposit agreement at any time
upon not less than 60 days’ prior written notice to the preferred stock depositary. In that case, the preferred stock depositary
will deliver to each holder of depositary shares, upon surrender of the related depositary receipts, the number of whole shares of the
related series of preferred stock to which the holder is entitled, together with cash in lieu of any fractional share.
The deposit agreement will terminate automatically
after all the related preferred stock has been redeemed, withdrawn, converted or exchanged or there has been a final distribution in respect
of the preferred stock represented by the depositary shares in connection with our liquidation, dissolution or winding up.
Charges of Preferred Stock Depositary
Except as provided in the prospectus supplement
or term sheet, we will pay the fees and expenses of the preferred stock depositary, and the holders of depositary receipts will be required
to pay any tax or other governmental charge that may be imposed in connection with the transfer, exercise, surrender or split-up of depositary
receipts.
Miscellaneous
The preferred stock depositary will forward to
the holders of depositary shares all reports and communications from us that are delivered to the preferred stock depositary and that
we are required to furnish to the holders of the preferred stock. Neither the preferred stock depositary nor we will be liable if prevented
or delayed by law or any circumstance beyond the preferred stock depositary’s or our control in performing the preferred stock depositary’s
or our respective obligations under the deposit agreement. The obligations of the preferred stock depositary and us under the deposit
agreement will be limited to performance in good faith and without gross negligence of the preferred stock depositary’s or our respective
duties thereunder, and neither the preferred stock depositary nor we will be obligated to prosecute or defend any legal proceeding in
respect of any depositary shares or related shares of preferred stock unless satisfactory indemnity is furnished.
Resignation and Removal of Preferred Stock Depositary
The preferred stock depositary may resign at any
time by delivering to us notice of its election to do so, and we may at any time remove the preferred stock depositary, the resignation
or removal to take effect upon the appointment of a successor preferred stock depositary. The successor preferred stock depositary must
be appointed within 60 days after delivery of a notice of resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at least U.S.$50,000,000.
DESCRIPTION OF COMMON STOCK
Deere & Company may issue (either separately
or together with other offered securities) shares of its common stock. Under our restated certificate of incorporation we are authorized
to issue up to 1,200,000,000 shares of common stock. You should read the prospectus supplement or term sheet relating to an offering of
common stock, or of securities convertible, exchangeable or exercisable for common stock, for the material terms of the offering, including
the number of shares of common stock offered, any initial offering price and market prices and dividend information relating to Deere &
Company common stock. See “Description of Outstanding Capital Stock” below.
DESCRIPTION OF COMMON WARRANTS
We may issue (either separately or together with
other offered securities) warrants to purchase common stock of Deere & Company (“offered common warrants”). We will
issue the common warrants under warrant agreements (each, a “common warrant agreement”) to be entered into between us and
a bank or trust company, as warrant agent (the “common warrant agent”), identified in the prospectus supplement or term sheet.
Because this section is a summary, it does
not describe every aspect of the common warrants and common warrant agreement. We urge you to read the common warrant agreement
because it, and not this description, defines your rights as a holder of common warrants. The form of common warrant agreement is
incorporated by reference as an exhibit to this registration statement. See “Where You Can Find More Information” for
information on how to obtain a copy of the common warrant agreement. In this section, the terms “we,” “our,”
“ourselves” and “us” mean Deere & Company alone.
General
You should read the prospectus supplement or term
sheet for the material terms of the offered common warrants, including the following:
| ● | The title and aggregate number of the common warrants. |
| ● | The number of shares of common stock that may be purchased upon exercise of each common warrant; the price, or the manner of determining
the price, at which the shares may be purchased upon exercise; if other than cash, the property and manner in which the exercise price
may be paid; and any minimum number of common warrants that must be exercised at any one time. |
| ● | The time or times at which, or period or periods in which, the common warrants may be exercised and the expiration date of the common
warrants. |
| ● | Any optional redemption terms. |
| ● | The terms of any right that we may have to accelerate the exercise of the common warrants upon the occurrence of certain events. |
| ● | Whether the common warrants will be sold with any other offered securities and, if so, the amount and terms of these other securities. |
| ● | The date, if any, on and after which the common warrants and any other offered securities will be separately transferable. |
| ● | Any other terms of the common warrants. |
The prospectus supplement or term sheet will also
contain a discussion of the United States federal income tax considerations relevant to the offering.
Certificates representing common warrants will
be exchangeable for new common warrant certificates of different authorized denominations. We will not impose a service charge for any
permitted transfer or exchange of common warrant certificates, but we may require payment of any tax or other governmental charge payable
in connection therewith. Common warrants may be exercised at the corporate trust office of the common warrant agent or any other office
indicated in the prospectus supplement or term sheet.
Exercise of Common Warrants
Each offered common warrant will entitle the holder
thereof to purchase the number of shares of our common stock at the exercise price set forth in, or calculable from, the prospectus supplement
or term sheet relating to the offered common warrants. After the close of business on the applicable expiration date, unexercised common
warrants will be void.
Offered common warrants may be exercised by payment
to the common warrant agent of the exercise price and by delivery to the common warrant agent of the related common warrant certificate,
with the reverse side thereof properly completed. Offered common warrants will be deemed to have been exercised upon receipt of the exercise
price and the common warrant certificate or certificates. Upon receipt of the payment and the properly completed common warrant certificates,
we will, as soon as practicable, deliver the shares of common stock purchased upon the exercise.
If fewer than all of the offered common warrants
represented by any common warrant certificate are exercised, a new common warrant certificate will be issued for the unexercised offered
common warrants. The holder of an offered common warrant will be required to pay any tax or other governmental charge that may be imposed
in connection with any transfer involved in the issuance of common stock purchased upon exercise.
Modifications
There are three types of changes we can make to
a common warrant agreement and the common warrants issued thereunder.
Changes
Requiring Your Approval. First, there are changes that cannot be made to your common warrants without your specific approval.
Those types of changes include modifications and amendments that:
| ● | accelerate the expiration date; |
| ● | reduce the number of outstanding common warrants, the consent of the holders of which is required for a modification or amendment;
or |
| ● | otherwise materially and adversely affect the rights of the holders of the common warrants. |
Changes
Not Requiring Approval. The second type of change does not require any vote by holders of the common warrants. This type
of change is limited to clarifications and other changes that would not materially adversely affect the interests of the holders of the
common warrants.
Changes
Requiring a Majority Vote. Any other change to the common warrant agreement requires a vote in favor by holders of not
fewer than a majority in number of the then outstanding unexercised common warrants affected thereby. Most changes fall into this category.
Common Warrant Adjustments
The terms and conditions on which the exercise
price of and/or the number of shares of common stock covered by a common warrant are subject to adjustment will be set forth in the common
warrant agreement and the prospectus supplement or term sheet. The terms will include provisions for adjusting the exercise price and/or
the number of shares of common stock covered by the common warrant; the events requiring the adjustment; the events upon which we may,
in lieu of making the adjustment, make proper provisions so that the holder of a common warrant, upon exercise thereof, would be treated
as if the holder had exercised the common warrant prior to the occurrence of the events; and provisions affecting exercise in the event
of certain events affecting the common stock.
No Rights as Stockholders
Holders of common warrants are not entitled, by
virtue of being holders, to receive dividends or to vote, consent or receive notice as our stockholders in respect of any meeting of stockholders
for the election of our directors or for any other matter, or exercise any other rights whatsoever as our stockholders.
DESCRIPTION OF CURRENCY WARRANTS
We may issue (either separately or together with
other offered securities) currency warrants (the “offered currency warrants”). We may issue the offered currency warrants:
| ● | in the form of currency put warrants, entitling the owners thereof to receive from us the cash settlement value in U.S. dollars of
the right to purchase a designated amount of U.S. dollars for a designated amount of a specified foreign currency (a “base currency”); |
| ● | in the form of currency call warrants, entitling the owners thereof to receive from us the cash settlement value in U.S. dollars of
the right to sell a designated amount of U.S. dollars for a designated amount of a base currency; or |
| ● | in another form as may be specified in the applicable prospectus supplement or term sheet. |
A currency warrant will not require or entitle
the owners to sell, deliver, purchase or take delivery of any base currency. The currency warrants will be issued under warrant agreements
(each, a “currency warrant agreement”) to be entered into between us and a bank or trust company, as warrant agent (the “currency
warrant agent”), identified in the prospectus supplement or term sheet.
Because this section is a summary, it does not
describe every aspect of the currency warrants and currency warrant agreement. We urge you to read the currency warrant agreement because
it, and not this description, defines your rights as a holder of currency warrants. The form of currency warrant agreement
is incorporated by reference as an exhibit to this registration statement. See “Where You
Can Find More Information” for information on how to obtain a copy of the currency warrant agreement. In this section, the terms
“we,” “our,” “ourselves” and “us” mean Deere & Company alone.
General
You should read the prospectus supplement or term
sheet for the material terms of the offered currency warrants, including the following:
| ● | The title and aggregate number of the currency warrants. |
| ● | The material risk factors relating to the currency warrants. |
| ● | Whether the currency warrants will be currency put warrants, currency call warrants, both puts and calls or otherwise. |
| ● | The formula for determining the cash settlement value, if applicable, of each currency warrant. |
| ● | The procedures and conditions relating to the exercise of the currency warrants. |
| ● | The date on which the right to exercise the currency warrants will commence and the date (the “currency warrant expiration date”)
on which this right will expire. |
| ● | The circumstances, in addition to their automatic exercise upon the currency warrant expiration date, that will cause the currency
warrants to be deemed to be automatically exercised. |
| ● | Any minimum number, of the currency warrants that must be exercised at any one time, other than upon automatic exercise. |
| ● | Whether the currency warrants are to be issued with any other offered securities and, if so, the amount and terms of these other securities. |
| ● | Any other terms of the currency warrants. |
The prospectus supplement or term sheet will also
contain a discussion of the federal income tax considerations relevant to the offering.
If currency warrants are to be offered either in
the form of currency put warrants or currency call warrants, an owner will receive a cash payment upon exercise only if the currency warrants
have a cash settlement value in excess of zero at that time. The spot exchange rate of the applicable base currency, as compared to the
U.S. dollar, will determine whether the currency warrants have a cash settlement value on any given day prior to their expiration. The
currency warrants are expected to be “out-of-the-money” (i.e., the cash settlement value will be zero) when initially
sold and will be “in-the-money” (i.e., their cash settlement value will exceed zero) if, in the case of currency put
warrants, the base currency depreciates against the U.S. dollar to the extent that one U.S. dollar is worth more than the price determined
for the base currency in the prospectus supplement or term sheet (the “strike price”) or, in the case of currency call warrants,
the base currency appreciates against the U.S. dollar to the extent one U.S. dollar is worth less than the strike price.
“Cash settlement value” on an exercise
date (as this term will be defined in the prospectus supplement or term sheet) is an amount that is the greater of:
| ● | the amount computed, in the case of currency put warrants, by subtracting from a constant or, in the case of currency call warrants,
by subtracting the constant from, an amount equal to the constant multiplied by a fraction, the numerator of which is the strike price
and the denominator of which is the spot exchange rate of the base currency for U.S. dollars on the exercise date (the “spot rate”),
as the spot rate is determined pursuant to the currency warrant agreement. |
Information concerning the historical exchange
rates for the base currency will be included in the prospectus supplement or term sheet.
There will be a time lag between the time that
an owner of currency warrants gives instructions to exercise the currency warrants and the time that the spot rate relating to the exercise
is determined, as described in the prospectus supplement or term sheet.
Currency warrants will be our unsecured contractual
obligations and will rank on a parity with our other unsecured contractual obligations and with our unsecured and unsubordinated debt.
Book-Entry Procedures and Settlement
Unless otherwise provided in the prospectus supplement
or term sheet, each issue of currency warrants will be issued in book-entry only form and represented by a single global currency warrant
certificate, registered in the name of a depositary or its nominee. Owners will generally not be entitled to receive definitive certificates
representing currency warrants. An owner’s ownership of a currency warrant will be recorded on or through the records of the bank,
broker or other financial institution that maintains the owner’s account. In turn, the total number of currency warrants held by
an individual bank, broker or other financial institution for its clients will be maintained on the records of the depositary. Transfer
of ownership of any currency warrant will be effected only through the selling owner’s brokerage firm. Neither the currency warrant
agent nor we will have any responsibility or liability for any aspect of the records relating to beneficial ownership interests of global
currency warrant certificates or for maintaining, supervising or reviewing records relating to the beneficial ownership interests.
The cash settlement value on exercise of a currency
warrant will be paid by the currency warrant agent to the appropriate depositary participant. Each participant will be responsible for
disbursing the payments to the beneficial owners of the currency warrants that it represents and to each bank, broker or other financial
institution for which it acts as agent. Each bank, broker or other financial institution will be responsible for disbursing funds to the
beneficial owners of the currency warrants that it represents.
If the depositary is at any time unwilling or unable
to continue as depositary and a successor depositary is not appointed by us within 90 days, we will issue currency warrants in definitive
form, in exchange for the global currency warrant. In addition, we may at any time determine not to have the currency warrants represented
by a global currency warrant and, in that event, will issue currency warrants in definitive form, in exchange for the global currency
warrant. In either instance, an owner of a beneficial interest in the global currency warrant will be entitled to have a number of currency
warrants equivalent to the beneficial interest registered in its name and will be entitled to physical delivery of the currency warrants
in definitive form.
Exercise of Currency Warrants
Unless otherwise provided in the prospectus supplement
or term sheet, each currency warrant will entitle the owner to the cash settlement value of the currency warrant on the applicable exercise
date. If not exercised prior to a specified time on the fifth business day preceding the currency warrant expiration date, currency warrants
will be automatically exercised on the currency warrant expiration date.
Listing
Each issue of currency warrants will be listed
on a national securities exchange, subject only to official notice of issuance, as a pre-condition to the sale of any currency warrants,
unless otherwise provided in the prospectus supplement or term sheet. In the event that the currency warrants are delisted from, or permanently
suspended from trading on, the exchange, currency warrants not previously exercised will be automatically exercised on the date the delisting
or permanent trading suspension becomes effective. The applicable currency warrant agreement will contain a covenant by us not to seek
delisting of the currency warrants from, or permanent suspension of their trading on, the applicable exchange.
Modifications
The currency warrant agent and we may modify or
amend a currency warrant agreement and the terms of the currency warrants issued thereunder with the consent of the beneficial owners
of not less than a majority in number of the then outstanding unexercised currency warrants affected thereby, provided that no modification
or amendment that decreases the strike price in the case of a currency put warrant, increases the strike price in the case of a currency
call warrant, shortens the period of time during which the currency warrants may be exercised or otherwise materially and adversely affects
the exercise rights of the beneficial owners of the currency warrants or reduces the number of outstanding currency warrants the consent
of whose beneficial owners is required for modification or amendment of the currency warrant agreement or the terms of the currency warrants,
may be made without the consent of each beneficial owner affected thereby.
A currency warrant agreement and the terms of the
currency warrants issued thereunder may also be amended by the currency warrant agent and us, without the consent of the registered holders
or beneficial owners, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent
provision contained therein, or in any other manner that we may deem necessary or desirable and that will not materially and adversely
affect the interests of the beneficial owners.
Enforceability of Rights by Holders; Governing Law
The currency warrant agent will act solely as our
agent in connection with the issuance and exercise of currency warrants and will not assume any obligation or relationship of agency or
trust for or with any owner of a beneficial interest in currency warrants or with the registered holder thereof. The currency warrant
agent will have no duty or responsibility in case of any default by us in the performance of our obligations under the currency warrant
agreement or a currency warrant certificate, including any duty or responsibility to initiate any proceedings at law or otherwise or to
make any demand upon us. Beneficial owners may, without the consent of the currency warrant agent, enforce by appropriate legal action,
on their own behalf, their right to exercise, and to receive payment for, their currency warrants. Except as may otherwise be provided
in the prospectus supplement or term sheet, each issue of currency warrants and the applicable currency warrant agreement will be governed
by the laws of the State of New York.
DESCRIPTION OF INDEXED WARRANTS AND OTHER WARRANTS
We may issue (either separately or together with
other offered securities) shelf warrants (the “offered shelf warrants”). Subject to compliance with applicable law, the offered
shelf warrants may be issued for the purchase or sale of debt securities of, or guaranteed by, the United States or units of a stock index
or stock basket (collectively, “exercise items”). Shelf warrants will be settled either through physical delivery or through
payment of a cash settlement value as set forth in the prospectus supplement or term sheet. The shelf warrants will be issued under warrant
agreements (each, a “shelf warrant agreement”) to be entered into between us and a bank or trust company, as warrant agent
(the “shelf warrant agent”), identified in the prospectus supplement or term sheet.
Because this section is a summary, it does
not describe every aspect of the shelf warrants and shelf warrant agreement. We urge you to read the shelf warrant agreement because
it, and not this description, defines your rights as a holder of shelf warrants. The form of shelf warrant agreement is incorporated
by reference as an exhibit to this registration statement. See “Where You Can Find More Information” for information on
how to obtain a copy of the shelf warrant agreement. In this section, the terms “we,” “our,”
“ourselves” and “us” mean Deere & Company alone.
General
You should read the prospectus supplement or term
sheet for the material terms of the offered shelf warrants, including the following:
| ● | The title and aggregate number of the shelf warrants. |
| ● | The material risk factors relating to the shelf warrants. |
| ● | The exercise items that the shelf warrants represent the right to buy or sell. |
| ● | The procedures and conditions relating to the exercise of the shelf warrants. |
| ● | The date on which the right to exercise the shelf warrants will commence and the date on which this right will expire. |
| ● | The national securities exchange on which the shelf warrants will be listed, if any. |
| ● | Any other material terms of the shelf warrants. |
The prospectus supplement or term sheet will also
set forth information concerning any other securities offered thereby and will contain a discussion of the United States federal income
tax considerations relevant to the offering.
If the shelf warrants relate to the purchase or
sale of debt securities of, or guaranteed by, the United States, it is currently expected that the shelf warrants will be listed on a
national securities exchange. The prospectus supplement or term sheet relating to the shelf warrants will describe the amount and designation
of the debt securities covered by each shelf warrant, whether the shelf warrants provide for cash settlement or delivery of the shelf
warrants upon exercise and the national securities exchange, if any, on which the shelf warrants will be listed.
If the shelf warrants relate to the purchase or
sale of a unit of a stock index or a stock basket, the shelf warrants will provide for payment of an amount in cash determined by reference
to increases or decreases in the stock index or stock basket. It is currently expected that these shelf warrants will be listed on a national
securities exchange. The prospectus supplement or term sheet relating to the shelf warrants will describe the terms of the shelf warrants,
the stock index or stock basket covered by the shelf warrants and the market to which the stock index or stock basket relates and the
national securities exchange, if any, on which the shelf warrants will be listed.
Shelf warrant certificates:
| ● | may be exchanged for new shelf warrant certificates of different authorized denominations; |
| ● | if in registered form, may be presented for registration of transfer; and |
| ● | may be exercised at the corporate trust office of the shelf warrant agent or any other office indicated in the prospectus supplement
or term sheet. |
Shelf warrants may be issued in the form of a single
global shelf warrant certificate registered in the name of the nominee of the depositary of the shelf warrants, or may initially be issued
in the form of definitive certificates that may be exchanged, on a fixed date, or on a date or dates selected by us, for an interest in
a global shelf warrant certificate, as set forth in the applicable prospectus supplement or term sheet. Prior to the exercise of their
shelf warrants, holders thereof will not have any rights under the warrants:
| ● | to purchase or sell any debt securities of, or guaranteed by, the United States or to receive any settlement value therefor; or |
| ● | to receive any settlement value in respect to any unit of a stock index or stock basket. |
Exercise of Shelf Warrants
Each offered shelf warrant will entitle the holder
to purchase or sell such amount of debt securities of, or guaranteed by, the United States at the exercise price, or receive the settlement
value in respect of a stock index or stock basket, as shall in each case be set forth in, or calculable from, the prospectus supplement
or term sheet relating to the shelf warrants or as otherwise set forth in the prospectus supplement or term sheet. Shelf warrants may
be exercised at any time on the dates set forth in the prospectus supplement or term sheet relating to the shelf warrants or as may be
otherwise set forth in the prospectus supplement or term sheet. Unless otherwise provided in the applicable prospectus supplement or term
sheet, after the close of business on the applicable expiration date (as that date may be extended by us), unexercised shelf warrants
will be void.
Unless otherwise provided in the prospectus supplement
or term sheet, offered shelf warrants may be exercised by delivery of a properly completed shelf warrant certificate to the shelf warrant
agent and, if required and if the shelf warrant does not provide for cash settlement, payment of the amount required to purchase the exercise
items purchasable upon exercise. Shelf warrants will be deemed to have been exercised upon receipt of the shelf warrant certificate and
any payment, if applicable, at the corporate trust office of the shelf warrant agent or any other office indicated in the prospectus supplement
or term sheet and we will, as soon as practicable thereafter, buy or sell the debt securities of, or guaranteed by, the United States
or pay the settlement value therefor. If fewer than all of the shelf warrants represented by the shelf warrant certificate are exercised,
a new shelf warrant certificate will be issued for the remaining shelf warrants. The holder of an offered shelf warrant will be required
to pay any tax or other governmental charge that may be imposed.
Modifications
The shelf warrant agent and we may modify or amend
a shelf warrant agreement and the terms of the shelf warrants issued thereunder with the consent of the owners of not less than a majority
in number of the then outstanding unexercised shelf warrants affected thereby, provided that no modification or amendment that
decreases the exercise price in the case of put warrants, increases the exercise price in the case of call warrants, shortens the period
of time during which the shelf warrants may be exercised or otherwise materially and adversely affects the exercise rights of the holders
of the shelf warrants or reduces the number of outstanding shelf warrants the consent of whose owners is required for modification or
amendment of the shelf warrant agreement or the terms of the shelf warrants, may be made without the consent of each owner affected thereby.
A shelf warrant agreement and the terms of the
shelf warrants issued thereunder may also be amended by the shelf warrant agent and us, without the consent of the holders or the owners,
for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained therein,
for the purpose of appointing a successor depositary, for the purpose of issuing shelf warrants in definitive form, or in any other manner
that we may deem necessary or desirable and that will not materially and adversely affect the interests of the owners.
Risk Factors Relating to the Shelf Warrants
The shelf warrants may entail significant risks,
including, without limitation, the possibility of significant fluctuations in the market for the applicable exercise item, potential illiquidity
in the secondary market and the risk that they will expire worthless. These risks will vary depending on the particular terms of the shelf
warrants and will be more fully described in the prospectus supplement or term sheet.
DESCRIPTION OF OUTSTANDING CAPITAL STOCK
Deere & Company’s authorized capital
stock consists of (i) 1,200,000,000 shares of common stock, U.S.$1.00 par value per share, and (ii) 9,000,000 shares of preferred
stock, U.S.$1.00 par value per share. In this section, the terms “we,” “our,” “ourselves” and “us”
mean Deere & Company alone.
On April 30, 2023, we had outstanding:
| ● | 293,192,141 shares of common stock, and |
| ● | employee stock options to purchase an aggregate of 1,938,035 shares of common stock (of which options to purchase an aggregate of
1,575,101 shares of common stock were currently exercisable). |
No preferred stock had been issued as of the date
of this prospectus.
Because this section is a summary, it does not
describe every aspect of our capital stock. We urge you to read our restated certificate of incorporation and bylaws. We have filed our
certificate of incorporation and bylaws with the SEC. See “Where You Can Find More Information” for more information on how
to obtain copies of these documents.
Common Stock
Subject to the rights of the holders of any outstanding
shares of preferred stock, holders of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors
out of funds legally available therefor. See also “Description of Preferred Stock—Dividends.” Certain of our credit
agreements contain provisions limiting the equipment operations debt to consolidated capital ratio. “Equipment operations”
are our worldwide agriculture and turf operations and construction and forestry operations. Under these provisions, our excess equipment
operations debt capacity at April 30, 2023 was approximately U.S.$37.3 billion.
Each holder of common stock is entitled to one
vote for each share held on all matters voted upon by our stockholders, including the election of directors. The common stock does not
have cumulative voting rights. Election of directors is decided by the holders of a majority of the shares entitled to vote and present
in person or by proxy at a meeting for the election of directors. See “Description of Preferred Stock—Voting Rights”
for a discussion of the voting rights of any preferred stock that might be issued in the future.
In the event of our voluntary or involuntary liquidation,
dissolution or winding up, after the payment or provision for payment of our debts and other liabilities and the preferential amounts
to which holders of our preferred stock are entitled (if any shares of preferred stock are then outstanding), the holders of our common
stock are entitled to share ratably in our remaining assets.
The outstanding shares of our common stock are,
and any shares of common stock offered under this prospectus and a prospectus supplement or term sheet, upon issuance and payment therefor,
will be, fully paid and non-assessable. Our common stock has no preemptive or conversion rights and there are no redemption or sinking
fund provisions applicable to it.
Our common stock is listed on the New York Stock
Exchange (symbol “DE”). The transfer agent and registrar is Broadridge Corporate Issuer Solutions, Inc.
Board
of Directors. All members of the Board are elected annually.
Delaware
General Corporation Law Section 203. We are subject to the provisions of Section 203 of the General Corporation
Law of the State of Delaware (“Delaware Section 203”), the “business combination” statute. In general, the
law prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
| ● | prior to that date, the board of directors of the corporation approved either the business combination or the transaction that resulted
in the stockholder becoming an interested stockholder; |
| ● | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain shares
described in Delaware Section 203); or |
| ● | on or subsequent to that date, the business combination is approved by the board of directors of the corporation and authorized at
an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not
owned by the “interested stockholder.” |
“Business combination” is defined to
include mergers, asset sales and certain other transactions resulting in a financial benefit to a stockholder. An “interested stockholder”
is defined generally as a person who, together with affiliates and associates, owns (or, within the prior three years, did own) 15% or
more of a corporation’s voting stock. Our certificate of incorporation does not exclude us from the restrictions imposed under Delaware
Section 203 and Delaware Section 203 could prohibit or delay the accomplishment of mergers or other takeover or change in control
attempts with respect to us and, accordingly, may discourage attempts to acquire us.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The following is a general description of the terms
of the stock purchase contracts and stock purchase units we may issue from time to time. Particular terms of any stock purchase contracts
and/or stock purchase units we offer will be described in the prospectus supplement or term sheet relating to such stock purchase contracts
and/or stock purchase units. In this section, the terms “we,” “our,” “ourselves” and “us”
mean Deere & Company alone.
We may issue stock purchase contracts, including
contracts obligating holders to purchase from us, and obligating us to sell to holders, a specified number of shares of common stock,
preferred stock or depositary shares at a future date. The consideration per share of common stock, preferred stock or depositary shares
may be fixed at the time that the stock purchase contracts are issued or may be determined by reference to a specific formula set forth
in the stock purchase contracts. Any stock purchase contract may include anti-dilution provisions to adjust the number of shares issuable
pursuant to such stock purchase contract upon the occurrence of certain events.
The stock purchase contracts may be issued separately
or as a part of units (“stock purchase units”), consisting of a stock purchase contract and debt securities, trust preferred
securities or debt obligations of third parties, including U.S. Treasury securities, in each case securing holders’ obligations
to purchase common stock, preferred stock or depositary shares under the stock purchase contracts. The stock purchase contracts may require
us to make periodic payments to holders of the stock purchase units, or vice versa, and such payments may be unsecured or prefunded. The
stock purchase contracts may require holders to secure their obligations thereunder in a specified manner.
PLAN OF DISTRIBUTION
We may sell the offered securities:
| ● | to or through underwriters; or |
| ● | directly to other purchasers. |
Any underwriters or agents will be identified and
their discounts, commissions and other items constituting underwriters’ compensation and any securities exchanges on which the securities
are listed will be described in the applicable prospectus supplement or term sheet.
We (directly or through agents) may sell, and the
underwriters may resell, the offered securities in one or more transactions, including negotiated transactions, at a fixed public offering
price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing market prices
or at negotiated prices.
In connection with the sale of offered securities,
the underwriters or agents may receive compensation from us or from purchasers of the offered securities for whom they may act as agents.
The underwriters may sell offered securities to or through dealers, who may also receive compensation from purchasers of the offered securities
for whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters, dealers and agents
that participate in the distribution of the offered securities may be underwriters as defined in the Act and any discounts or commissions
received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions
under the Act.
We will indemnify the underwriters and agents against
certain civil liabilities, including liabilities under the Act, or contribute to payments they may be required to make in respect of such
liabilities.
Underwriters, dealers and agents may engage in
transactions with, or perform services for, us or our affiliates in the ordinary course of their businesses.
If so indicated in the prospectus supplement or
term sheet relating to a particular series or issue of offered securities, we will authorize underwriters, dealers or agents to solicit
offers by certain institutions to purchase the offered securities from us under delayed delivery contracts providing for payment and delivery
at a future date. These contracts will be subject only to those conditions set forth in the prospectus supplement or term sheet, and the
prospectus supplement or term sheet will set forth the commission payable for solicitation of these contracts.
Canada Selling Restrictions
The debt securities and the guaranteed debt securities
may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined
in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted
clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale
of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with
a legal advisor.
Pursuant to section 3A.3 of National
Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters and agents are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
LEGAL MATTERS
The validity of the securities will be passed upon
for us by Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654 and for Deere Funding Canada Corporation by Borden Ladner Gervais LLP,
Bay Adelaide Center, East Tower, 22 Adelaide Street West. Toronto, Ontario, Canada M5H 4E3. Sidley Austin LLP, 787 Seventh
Avenue, New York, New York 10019, will act as counsel to any underwriters, dealers or agents.
EXPERTS
The consolidated financial statements of Deere & Company incorporated by reference in this Prospectus, and the effectiveness of Deere
& Company's internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the report of such
firm, given their authority as experts in accounting and auditing.
$
Deere & Company
| $ | %
Notes due 2035 |
| | $ | %
Notes due 2055 |
PROSPECTUS SUPPLEMENT
Joint Book-Running Managers
| Barclays |
BofA Securities |
Citigroup |
HSBC |
| |
|
|
|
| J.P. Morgan |
MUFG |
RBC Capital Markets |
TD Securities |
January , 2025
Deere (NYSE:DE)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Deere (NYSE:DE)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
