Item 8.01 Other Events.



On March 25, 2020, Deere & Company (the "Company") agreed to sell $700,000,000 aggregate principal amount of 2.750% Notes due April 15, 2025 (the "2025 Notes"), $700,000,000 aggregate principal amount of 3.100% Notes due April 15, 2030 (the "2030 Notes") and $850,000,000 aggregate principal amount of 3.750% Notes due April 15, 2050 (the "2050 Notes", and together with the 2025 Notes and the 2030 Notes, the "Notes"). In connection with the issuance and the sale of the Notes, on March 25, 2020, the Company entered into a terms agreement (the "Terms Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named therein. Interest on the Notes is payable on April 15 and October 15 of each year, beginning on October 15, 2020 (long first coupon). The Notes are unsecured and have the same rank as the Company's other unsecured and unsubordinated debt. The foregoing description of the Terms Agreement is qualified in its entirety by reference to the text of the Terms Agreement, a copy of which is filed herewith as Exhibit 1.1.

The Notes were issued pursuant to an Indenture dated as of September 25, 2008, between the Company and The Bank of New York Mellon. The Company may redeem the Notes in whole or in part, upon at least 15 days' notice but not more than 45 days' notice, at any time prior to maturity at the applicable redemption price described in the Final Prospectus Supplement dated March 25, 2020 (the "Final Prospectus Supplement"), as filed with the Securities and Exchange Commission (the "SEC") on March 27, 2020.

The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-218760), as filed with the SEC on June 15, 2017. The Company has filed with the SEC a Preliminary Prospectus Supplement dated March 25, 2020, a Free Writing Prospectus dated March 25, 2020, and the Final Prospectus Supplement in connection with the public offering of the Notes.

The forms of the Notes are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K. A copy of the opinion of Kirkland & Ellis LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K. The Company incorporates by reference the exhibits filed herewith into the Registration Statement pursuant to which the Notes are registered.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.  Document
    1.1        Terms Agreement, dated March 25, 2020, among the Company, BofA
             Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co.
             LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and
             RBC Capital Markets, LLC, as representatives of the underwriters
             named therein.
    4.1        Form of 2.750% Note due April 15, 2025.
    4.2        Form of 3.100% Note due April 15, 2030.
    4.3        Form of 3.750% Note due April 15, 2050.
    5.1        Opinion of Kirkland & Ellis LLP.
    23.1       Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1).
    104      Cover Page Interactive Data File (the cover page XBRL tags are
             imbedded in the Inline XBRL document)

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