迪尔美股招股说明书(2025-01-15版)

$2,000,000,000 Deere & Company $1,250,000,000 5.450% Notes due 2035$750,000,000 5.700% Notes due 2055 We are offering $1,250,000,000 aggregate principal amount of 5.450% Notes due January 16, 2035 (the “2035Notes”) and $750,000,000 aggregate principal amount of 5.700% Notes due January 19, 2055 (the “2055 Notes”and, together with the 2035 Notes, the “Notes”). Interest on the 2035 Notes will be paid semi-annually in arrears onJanuary 16 and July 16 of each year, beginning on July 16, 2025, and interest on the 2055 Notes will be paid semi-annually in arrears on January 19 and July 19 of each year, beginning on July 19, 2025. The 2035 Notes will matureon January 16, 2035 and the 2055 Notes will mature on January 19, 2055. However, we have the option to redeemall or any portion of the Notes of either series, in whole or in part, at any time and from time to time, at theapplicable 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 prospectussupplement and the risks we discuss elsewhere in this prospectus supplement, the accompanying prospectusand the documents we file with the Securities and Exchange Commission (the “SEC”) pursuant to theSecurities Exchange Act of 1934, as amended, and which we incorporate by reference herein. Neither the SEC nor any state or other securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the Notes in book-entry only form will be made on or about January 16, 2025 through the facilitiesof 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 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENTS-2INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-4RISK FACTORSS-5USE OF PROCEEDSS-6DESCRIPTION OF THE NOTESS-7MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-11UNDERWRITINGS-16LEGAL OPINIONSS-22 Page We have not, and the underwriters have not, authorized any other person to provide you with information or tomake any representations other than that or those, as applicable, contained or incorporated by reference in thisprospectus supplement and prospectus. We and the underwriters take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. We are not, and the underwritersare not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. The informationcontained or incorporated by reference in this prospectus supplement and the accompanying prospectus may only beaccurate on the date such information is given. Our business, financial condition, liquidity, results of operations andprospects 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 theoffering of the Notes and also adds to and updates the information contained in the accompanying prospectus andthe documents incorporated by reference into the accompanying prospectus. The second part is the accompanyingprospectus, which gives more general information, some of which may not apply to the Notes. To the extent there isa conflict between the information contained in this prospectus supplement, on the one hand, and the informationcontained in the accompanying prospectus or any document that has previously been filed, on the other hand, theinformation 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 ofRegulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). This prospectus supplement and theaccompanying prospectus have been prepared on the basis that any offer of Notes in any Member State of theEuropean Economic Area (the “EEA”) will only be made to a legal entity which is a qualified investor under theProspectus Regulation (each, an “EEA Qualified Investor”). Accordingly, any person making or intending to makean offer in any Member State of the EEA of Notes which are the subject of the offering contemplated in thisprospectus 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 theEEA other than to EEA Qualified Invest